NetSol Technologies Amends Private Placement Agreement As Notified By Nasdaq


CALABASAS, Calif., August 6, 2003 (PRIMEZONE) -- NetSol Technologies, Inc. (Nasdaq:NTWKC), a developer of proprietary software applications, announced today that it received a letter from NASDAQ informing the Company that a private placement conducted under Rule 506 of regulation D under the Exchange Act of 1933 has caused NetSol to be noncompliant with Nasdaq Marketplace Rules 4350(i) (1) (D) (ii) and 4350 (i) (1) (B).

NetSol Technologies has proposed to regain compliance by eliminating from the agreement the issuance of units which provided the holder with one share of the Company's Common Stock and a warrant that entitled the holder to purchase an additional share of NetSol's Common Stock. Instead, the company will issue only shares of its Common Stock. The Company believes that by eliminating the warrants and issuing the additional shares to those investors, it will be in compliance with both Marketplace Rules.

"The equity financing was very important to NetSol as it strengthen our balance sheet and provided working capital necessary to fund future growth," said NetSol Chairman Najeeb U. Ghauri. "A strong balance sheet is necessary when bidding on contracts for companies such as DaimlerChrysler, Citigroup, Yamaha, Habib Allied as well as significant government-funded projects and business development activities. NetSol expects that further capital may be required to bid for much larger projects in partnership with Hyundai Information Technology, Ltd.

About NetSol Technologies, Inc.

NetSol Technologies is an end-to-end solution provider for the lease and finance industry. Headquartered in Calabasas, CA, NetSol Technologies, Inc. operates on a global basis with locations in the U.S., East Asia and Asia Pacific. NetSol helps its clients identify, evaluate and implement technology solutions to meet their most critical business challenges and maximize their bottom line. By utilizing its worldwide resources, NetSol has been delivering high quality, cost effective IT services ranging from consulting and application development to systems integration and outsourcing for years. Their commitment to quality is demonstrated by achieving both ISO 9001 and SEI (Software Engineering Institute) CMM (Capability Maturity Model) Level 3 assessment.

Securities Exchange Act of 1934

This release is comprised of inter-related information that must be interpreted in the context of all the information provided; accordingly, care should be exercised not to consider portions of this release out of context. This release is provided in compliance with Commission Regulation FD and contains certain "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21B of the Securities Exchange Act of 1934. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, goals, such a meeting the $1.00 minimum bid within the allotted timeframe to maintain NASDAQ listing, are assumptions or future events or performance, are not statements of historical fact and may be "forward-looking statements." Forward looking statements are based on expectations, estimates and projections at the time the statements are made that involve a number of risks and uncertainties which could cause actual results or events to differ materially from those presently anticipated. Forward looking statements in this action may be identified through the use of words such as "expects", "will", "anticipates", "estimates", "believes", or statements indicating certain actions "may", "could", or "might" occur. Such statements reflect the current views of NetSol Technologies with respect to future events and are subject to certain assumptions, including those described in this release. Should one or more of the underlying assumptions prove incorrect, actual results may vary materially from those described herein as anticipated, believed or expected. NetSol Technologies does not intend to update these forward-looking statements prior to announcement of quarterly or annual results.



            

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