Balance de situación

CASH COMPENSATION: From June 1, 2002 to December 31, 2002, Consultant shall receive cash compensation of $5,000 per month. This will be reviewed at least after 6 months.

STOCK OPTIONS: Consultant shall be granted 100,000 Options for shares of restricted Rule 144 common stock with a strike price of $ 0.10. There will be another 100,000 options at strike price of 0.50

Amended in October 15, 2003. Additional Stock Options under ESOP 2001. Total grant 200,000 options with a strike price of $0.15.

CONVERSION: Consultant shall have the option of exercising his stock options with the salary paid, by notifying the management in writing of his choice to do so.

Initial: __/MC/___ Initial: NetSol __/NG/__

Exhibit 21.1 List of Subsidiaries

1. NetSol Technologies (Pvt) Ltd. located in Lahore, Pakistan. 2. NetSol PVT. Ltd located in Lahore, Pakistan.

3. NetSolConnect (Pvt) Ltd. located in Karachi, Pakistan. 4. Abraxas, Inc., located in Adelaide, Australia.

5. NetSol USA, Inc., located in Rockville, Maryland. 6. NetSol Technologies Ltd. located in London, England.

Section 302 of The Sarbanes-Oxley Act of 2002 I, Naeem Ghauri, certify that:

1. I have reviewed this annual report on Form 10-KSB of NetSol Technologies, Inc.;

2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;

3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report.

4. NetSol Technologies, Inc.'s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the NetSol Technologies, Inc. and have:

(a) Have caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to NetSol Technologies, Inc., including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; and

(b) Evaluated the effectiveness of NetSol Technologies, Inc.'s disclosure controls and procedures and present in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation.

Date: October 14, 2003 /s/ Naeem Ghauri --- --- Naeem Ghauri

Certification Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to

Section 302 of The Sarbanes-Oxley Act of 2002 I, Najeeb Ghauri, certify that:

1. I have reviewed this annual report on Form 10-KSB of NetSol Technologies, Inc.;

2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;

3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report.

4. NetSol Technologies, Inc.'s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the NetSol Technologies, Inc. and have:

a. Have caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to NetSol Technologies, Inc., including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; and,

b. Evaluated the effectiveness of NetSol Technologies, Inc.'s disclosure controls and procedures and present in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation.

Date: October 14, 2003 /s/ Najeeb Ghauri --- --- Najeeb Ghauri

Section 906 of The Sarbanes-Oxley Act of 2002 I, Naeem Ghauri, certify that:

1. I have reviewed this annual report on Form 10-KSB of NetSol Technologies, Inc.;

2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report; and

3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report.

Date: October 14, 2003 /s/ Naeem Ghauri --- --- Naeem Ghauri

Chief Executive Officer Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Annual Report on Form 10-KSB of NetSol Technologies, Inc. (the "Company") for the period ended June 30, 2003 as filed with the Securities and Exchange Commission on October 14, 2003 (the "Report"), I, Najeeb Ghauri, Chief Financial Officer of the Company, hereby certify, pursuant to 18 U.S.C. (section) 1350, as adopted pursuant to (section) 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Najeeb Ghauri Date: October 14, 2003 --- Najeeb Ghauri

Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Annual Report on Form 10-KSB of NetSol Technologies, Inc. (the "Company") for the period ended June 30, 2003 as filed with the Securities and Exchange Commission on October 14, 2003 (the "Report"), I, Naeem Ghauri, Chief Executive Officer of the Company, hereby certify, pursuant to 18 U.S.C. (section) 1350, as adopted pursuant to (section) 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Naeem Ghauri

Date: October 14, 2003 --- Naeem Ghauri