Exhibit 3.3

              CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION

                        (AFTER ISSUANCE OF CAPITAL STOCK)

                                       OF

                           NETSOL INTERNATIONAL, INC.

The President and Secretary of NetSol International, Inc. certify:

1.      Article 1 of Articles of Incorporation of this Corporation is amended to
        read as follows:

               Article 1.    The name of the Corporation is:

                             NetSol Technologies, Inc.

2.      Article 3 of the Articles of Incorporation of this Corporation is
        amended to read:

               Article 3. The total number of shares of capital stock which the
               Corporation is authorized to issue is fifty million (50,000,000)
               shares divided into the following classes:

               Forty Five Million (45,000,000) shares of common stock with par
               value of $0.001 ("Common Stock"); and Five Million (5,000,000)
               shares of preferred stock having a par value of $0.001 per share
               (the "Preferred Stock").

               The board of directors of the Corporation (the "Board of
               Directors") is expressly authorized to provide for the issuance
               of all or any shares of the Preferred Stock in one or more or
               series, and to fix for each such or series such voting powers,
               full or limited, or no voting powers, and such designations,
               preferences and relative, participating, optional or other
               special rights and such qualifications, limitations or
               restrictions thereof, as shall be stated and expressed in the
               resolution or resolutions adopted by the Board of Directors
               providing for the issuance of such series and as may be permitted
               by the Nevada Revised Statutes (as amended from time to time, the
               "NRS"), including, without limitation, the authority to provide
               that any such class or series may be (i) subject to redemption at
               any time or times and at such price or prices; (ii) entitled to
               receive dividends (which may be cumulative or non-cumulative) at
               such rates, on such conditions, and at such times, and payable in
               preference to, or in such relation to, the dividends payable on
               any other class or classes or any other series; (iii) entitled to
               such rights upon the dissolution of, or upon any





               distribution of the assets of, the Corporation; (vi) entitled to
               vote separately or together with any other series or class of
               stock of the Corporation; or (v) convertible into, or
               exchangeable for, shares of any other class or classes of stock,
               or of any other series of the same or any other class or classes
               of stock, of the Corporation at such price or prices or at such
               rates of exchange and with such adjustments; all as may be stated
               in such resolution or resolutions.

3.      Article 6. The entire article is eliminated.

4.      Article 7 of the Articles of Incorporation of this Corporation is to
        read:

               Article 7. No director or officer of the corporation shall be
               personally liable to the corporation or any of its stockholders
               for damages for breach of fiduciary duty as a director or officer
               involving any act or omission of any such director or officer to
               the amounts acceptable by law; provided, however, that the
               foregoing provision shall not limit or eliminate the liability of
               a director or officer (i) for acts or omissions which involve
               intentional misconduct, fraud or a knowing violation of law, or
               (ii) the payment of dividends in violation of Section 78.300 of
               the Nevada Revised Statutes. Any repeal or modification of this
               Article by the stockholders of the corporation shall be
               prospective only, and shall not adversely affect any limitation
               on the personal liability of a director or officer of the
               corporation for acts or omissions prior to such repeal or
               modification.

5.      Article 8 of the Articles of Incorporation of this Corporation is to
        read:

               Article 8. Meetings of stockholders may be held within or without
               the State of Nevada, as the Bylaws may provide. Special meetings
               of stockholders, for any purpose or purposes may only be called
               by the Board of Directors. Only the business stated in the notice
               of a special meeting of stockholders of the Corporation may be
               transacted at any special meeting of stockholders of the
               Corporation. The books of the Corporation may be kept (subject to
               any provision contained in the NRS) outside the State of Nevada
               at such place or places as may be designated from time to time by
               the Board of Directors or in the Bylaws. Any action required or
               permitted to be taken by the stockholders of the Corporation may
               only be effected at a duly called annual or special meeting of
               the stockholders of the Corporation (and not by consent in lieu
               thereof).

6.      Article 9 of the Articles of Incorporation of this Corporation is to
        read:

               Article 9. The Corporation shall indemnify its directors and
               officers to the fullest extent authorized or permitted by law, as
               now or hereafter in effect, and such right to indemnification
               shall continue as to a person who





               has ceased to be a director or officer of the Corporation and
               shall inure to the benefit of his or her heirs, executors and
               personal or legal representatives; provided, however, that,
               except for proceedings to enforce rights to indemnification, the
               Corporation shall not be obligated to indemnify any director or
               officer (or his or her heirs, executors or personal or legal
               representatives) in connection with a proceeding (or part
               thereof) initiated by such person unless such proceeding (or part
               thereof) was authorized or consented to by the Board of
               Directors. In addition to any other rights of indemnification
               permitted by the law of the State of Nevada as may be provided
               for by the Corporation in its Bylaws or by agreement, the
               expenses of officers and directors incurred in defending a civil
               or criminal action, suit or proceeding, involving alleged acts or
               omissions of such officer or director in his or her capacity as
               an officer or director of the Corporation, must be paid by the
               Corporation or through insurance purchased and maintained by the
               corporation or through other financial arrangements made by the
               Corporation, as they are incurred and in advance of the final
               disposition of the action, suit or proceeding, upon receipt of an
               undertaking by or on behalf of the director or officer to repay
               the amount if it is ultimately determined by a court of competent
               jurisdiction that he or she is not entitled to be indemnified by
               the Corporation.

               The Corporation may, to the extent authorized from time to time
               by the Board of Directors, provide rights to indemnification and
               to the advancement of expenses to employees and agents of the
               Corporation similar to those conferred in this Article 9 to
               directors and officers of the Corporation.

               The rights to indemnification and to the advance of expenses
               conferred in this Article 9 shall not be exclusive of any other
               right which any person may have or hereafter acquire under the
               Certificate of Incorporation, the Bylaws, any statute, agreement,
               vote of stockholders or disinterested directors or otherwise.

               Any repeal or modification of this Article 9 by the stockholders
               of the Corporation shall not adversely affect any rights to
               indemnification and to the advancement of expenses of a director
               or officer of the Corporation existing at the time of such repeal
               or modification with respect to any acts or omissions occurring
               prior to such repeal or modification.

7.      The foregoing Amendments of Articles of Incorporation has been duly
        approved by the Board of Directors.






8.      The foregoing Amendments of Article of Incorporation has been duly
        approved by the required vote of shareholder in accordance with Section
        78.390 of the Nevada Revised Statues. The total number of outstanding
        shares as of February 8, 2002 is 15,979,505. The number of shares voting
        in favor of the Amendment exceeded the vote required. The percentage of
        vote required was more than fifty percent.

         /s/ Salim Ghauri
         ----------------------
             Salim Ghauri, President


         /s/ Naeem Ghauri
         ----------------------
             Naeem Ghauri, Secretary