EXHIBIT 3.5

                           AMENDMENTS TO THE BYLAWS OF

                           NETSOL TECHNOLOGIES, INC.,
                              A Nevada corporation

Pursuant to the approval of members of the Board of Directors given on February
16, 2002 and Stockholders on February 8, 2002, the Bylaws of NetSol
Technologies, Inc. (the "Corporation").

        Article IV, Section 3 of the Bylaws is hereby amended to delete such
Section in its entirety and to replace such Section with the following:

        Section 3. Special Meetings.

        Unless otherwise required by law or by the articles of incorporation of
the Corporation (as amended from time to time and including any certificates of
designation with respect to any preferred stock of the Corporation, the
"Articles of Incorporation"), special meetings of Stockholders, for any purpose
or purposes, may be called by the Board of Directors pursuant to a resolution
stating the purpose or purposes thereof or by the Chairman, if there be one. Any
power of Stockholders of the Corporation to call a special meeting is
specifically denied. Notice of a special meeting stating the place, date and
hour of the meeting and the purpose or purposes for which the meeting is called
shall be given not less than ten (10) or more than sixty (60) days before the
date of the meeting to each Stockholder entitled to vote at such meeting. Only
such business shall be conducted at a special meeting as shall be specified in
the notice of meeting (or any supplement thereto). Unless otherwise provided in
the Articles of Incorporation, any action required or permitted to be taken by
the Stockholders of the Corporation may be effected only at a duly called annual
or special meeting of such Stockholders and may not be effected by written
consent by such Stockholders in lieu of such a meeting.

        Article IV, Section 4 of the Bylaws is hereby amended in part, to read
as follows:

        Section 4. Notice of Meeting

        Sections 4.1-4.5 remain as is.

        Section 4.6 Business at Annual Meetings.

        4.6 No business may be transacted at an annual meeting of Stockholders,
other than business that is either (a) specified in the notice of meeting (or
any supplement thereto) given by or at the direction of the Board of Directors
(or any duly authorized committee thereof), (b) otherwise properly brought
before the annual meeting by or at the direction of the Board of Directors (or
any duly authorized committee thereof) or (c) otherwise properly brought before
the annual meeting by any Stockholder of the Corporation (i) who is a
Stockholder of record on the date of the giving of the notice provided for in
this Section 4 and on the record date for the determination of





Stockholders entitled to vote at such annual meeting and (ii) who complies with
the notice procedures set forth in this Section 4.

        4.7 In addition to any other applicable requirements for business to be
properly brought before an annual meeting by a Stockholder of the Corporation,
such Stockholder must have given timely notice thereof in proper written form to
the Secretary.

        4.8 To be timely, a Stockholder's notice to the Secretary must be
delivered to or mailed and received at the principal executive offices of the
Corporation not less than ninety (90) days nor more than one hundred and twenty
(120) days prior to the anniversary date of the immediately preceding annual
meeting of Stockholders; provided, however, that in the event that the annual
meeting is called for a date that is not within thirty (30) days before or after
such anniversary date, notice by the Stockholder in order to be timely must be
so received not later than the close of business on the tenth day following the
day on which such notice of the date of the annual meeting was mailed or such
public disclosure of the date of the annual meeting was made, which ever first
occurs.

        4.9 To be in proper written form, a Stockholder's notice to the
Secretary must set forth as to each matter such Stockholder proposes to bring
before the annual meeting (i) a brief description of the business desired to be
brought before the annual meeting and the reasons for conducting such business
at the annual meeting, (ii) the name and record address of such Stockholder,
(iii) the class or series and number of shares of capital stock of the
Corporation which are owned beneficially or of record by such Stockholder, (iv)
a description of all arrangements or understandings between such Stockholder and
any other person or persons (including their names) in connection with the
proposal of such business by such Stockholder and any material interest of such
Stockholder in such business and (v) a representation that such Stockholder
intends to appear in person or by proxy at the annual meeting to bring such
business before the meeting.

        4.10 No business shall be conducted at the annual meeting of
Stockholders except business brought before the annual meeting in accordance
with the procedures set forth in this Section 4, provided, however, that, once
business has been properly brought before the annual meeting in accordance with
such procedures, nothing in this Section 4 shall be deemed to preclude
discussion by any Stockholder of any such business. If the chairman of an annual
meeting determines that business was not properly brought before the annual
meeting in accordance with the foregoing procedures, the chairman shall declare
to the meeting that the business was not properly brought before the meeting and
such business shall not be transacted.

        4.11   The Stockholders' right to cumulative voting is expressly denied.

        Article X of the Bylaws shall be removed and replaced with the
following:





                                    ARTICLE X

                                 INDEMNIFICATION

        Section 10.1 Power to Indemnify in Actions, Suits or Proceedings other
than Those by or in the Right of the Corporation.

        Subject to Section 10.3, the Corporation shall indemnify any person who
was or is a party or is threatened to be made a party to any threatened, pending
or completed action, suit or proceeding, whether civil, criminal, administrative
or investigative (other than an action by or in the right of the administrative
or investigative (other than an action by or in the right of the Corporation) by
reason of the fact that such person is or was a director or officer of the
Corporation, or is or was a director or officer of the Corporation serving at
the request of the Corporation as a director or officer, employee or agent of
another corporation, partnership, joint venture, trust, employee benefit plan or
other enterprise, against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by such person
in connection with such action, suit or proceeding if such person acted in good
faith and in a manner such person reasonably believed to be in or not opposed to
the best interests of the Corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe such person's conduct was
unlawful. The termination of any action, suit or proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its equivalent,
shall not, of itself, create a presumption that the person did not act in good
faith and in a manner which such person reasonably believed to be in or not
opposed to the best interests of the Corporation, and, with respect to any
criminal action or proceeding, had reasonable cause to believe that such
person's conduct was unlawful.

        Section 10.2 Power to Indemnify in Actions, Suits or Proceedings by or
in the Right of the Corporation.

        Subject to Section 10.3, the Corporation shall indemnify any person who
was or is a party or is threatened to be made a party to any threatened, pending
or completed action or suit by or in the right of the Corporation to procure a
judgment in its favor by reason of the fact that such person is or was a
director or officer of the Corporation, or is or was a director or officer of
the Corporation serving at the request of the Corporation as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise against expenses (including
attorneys' fees) actually and reasonably incurred by such person in connection
with the defense or settlement of such action or suit if such person acted in
good faith and in a manner such person reasonably believed to be in or not
opposed to the best interests of the Corporation; except that no indemnification
shall be made in respect of any claim, issue or matter as to which such person
shall have been adjudged to be liable to the Corporation unless and only to the
extent that the Court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which such applicable court shall deem proper.





        Section 10.3 Authorization of Indemnification.

        Any indemnification under this Article X (unless ordered by a court)
shall be made by the Corporation only as authorized in the specific case upon a
determination that indemnification of the director or officer is proper in the
circumstances because such person has met the applicable standard of conduct set
forth in Section 10.1 or Section 10.2, as the case may be. Such determination
shall be made, with respect to a person who is a director or officer at the time
of such determination, (i) by a majority vote of the directors who are not
parties to such action, suit or proceeding, even though less than a quorum, or
(ii) by a committee of such directors designated by a majority vote of such
directors, even though less than a quorum, or (iii) if there are no such
directors, or if such directors so direct, by independent legal counsel in a
written opinion or (iv) by the affirmative vote of Stockholders holding of
record in the aggregate at least a majority of the outstanding shares of stock
entitled to vote in the election of directors at any annual or special meeting
of Stockholders. Such determination shall be made, with respect to former
directors and officers, by any person or persons having the authority to act on
the matter on behalf of the Corporation. To the extent, however, that a present
or former director or officer of the Corporation has been successful on the
merits or otherwise in defense of any action, suit or proceeding described
above, or in defense of any claim, issue or matter therein, such person shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by such person in connection therewith, without the necessity of
authorization in the specific case.

        Section 10.4 Good Faith Defined.

        For purposes of any determination under Section 10.3, a person shall be
deemed to have acted in good faith and in a manner such person reasonably
believed to be in or not opposed to the best interests of the Corporation, or,
with respect to any criminal action or proceeding, to have had no reasonable
cause to believe such person's conduct was unlawful, if such person's action is
based on the records or books of account of the Corporation or another
enterprise, or on information supplied to such person by the officers of the
Corporation or another enterprise in the course of their duties, or on the
advice of legal counsel for the Corporation or another enterprise or on
information or records given or reports made to the Corporation or another
enterprise by an independent certified public accountant or by an appraiser or
other expert selected with reasonable care by the Corporation or another
enterprise. The term "another enterprise" as used in this Section 10.4 shall
mean any other corporation or any partnership, joint venture, trust, employee
benefit plan or other enterprise of which such person is or was serving at the
request of the Corporation as a director, officer, employee or agent. The
provisions of this Section 10.4 shall not be deemed to be exclusive or to limit
in any way the circumstances in which a person may be deemed to have met the
applicable standard of conduct set forth in Section 10.1 or 10.2, as the case
may be.

        Section 10.5 Indemnification by a Court.

        Notwithstanding any contrary determination in the specific case under
Section 10.3, and notwithstanding the absence of any determination thereunder,
any director or





officer may apply to the courts of the State of Nevada for indemnification to
the extent otherwise permissible under Sections 10.1 and 10.2. The basis of such
indemnification by a court shall be a determination by such court that
indemnification of the director or officer is proper in the circumstances
because such person has met the applicable standards of conduct set forth in
Section 10.1 or 10.2, as the case may be. Neither a contrary determination in
the specific case under Section 10.3 nor the absence of any determination
thereunder shall be a defense to such application or create a presumption that
the director or officer seeking indemnification has not met any applicable
standard of conduct. Notice of any application for indemnification pursuant to
this Section 10.5 shall be given to the Corporation promptly upon the filing of
such application. If successful, in whole or in part, the director or officer
seeking indemnification shall also be entitled to be paid the expense of
prosecuting such application.

        Section 10.6 Expenses Payable in Advance.

        Expenses incurred by a director or officer in defending any civil,
criminal, administrative or investigative action, suit or proceeding shall be
paid by the Corporation in advance of the final disposition of such action, suit
or proceeding upon receipt of an undertaking by or on behalf of such director or
officer to repay such amount if it shall ultimately be determined that such
person is not entitled to be indemnified by the Corporation as authorized in
this Article X.

        Section 10.7 Nonexclusivity of Indemnification and Advancement of
Expenses.

        The indemnification and advancement of expenses provided by or granted
pursuant to this Article X shall not be deemed exclusive of any other rights to
which those seeking indemnification or advancement of expenses may be entitled
under the Articles of Incorporation, the Bylaws, agreement, vote of Stockholders
or disinterested directors, applicable law or otherwise, both as to action in
such person's official capacity and as to action in another capacity while
holding such office, it being the policy of the Corporation that indemnification
of the persons specified in Sections 10.1 and 10.2 shall be made to the fullest
extent permitted by law. The provisions of this Article X shall not be deemed to
preclude the indemnification of any person who is not specified in Sections 10.1
or 10.2 but whom the Corporation has the power or obligation to indemnify under
the provisions of the Code or otherwise.

        Section 10.8 Insurance.

        The Corporation may purchase and maintain insurance on behalf of any
person who is or was a director or officer of the Corporation, or is or was a
director or officer of the Corporation serving at the request of the Corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust, employee benefit plan or other enterprise against any
liability asserted against such person and incurred by such person in any such
capacity, or arising out of such person's status as such, whether or not the
Corporation would have the power or the obligation to indemnify such person
against such liability under the provisions of this Article X.





        Section 10.9 Certain Definitions.

        For purposes of this Article X only, references to the "Corporation"
shall include, in addition to the resulting corporation, any constituent
corporation (including any constituent of a constituent) absorbed in a
consolidation or merger which, if its separate existence had continued, would
have had power and authority to indemnify its directors or officers, so that any
person who is or was a director or officer of such constituent corporation, or
is or was a director or officer of such constituent corporation serving at the
request of such constituent corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust, employee
benefit plan or other enterprise, shall stand in the same position under the
provisions of this Article X with respect to the resulting or surviving
corporation as such person would have with respect to such constituent
corporation if its separate existence had continued. For purposes of this
Article X, references to "fines" shall include any excise taxes assessed on a
person with respect to an employee benefit plan; and references to "serving at
the request of the Corporation" shall include any service as a director,
officer, employee or agent of the Corporation which imposes duties on, or
involves services by, such director or officer with respect to an employee
benefit plan, its participants or beneficiaries; and a person who acted in good
faith and in a manner such person reasonably believed to be in the interest of
the participants and beneficiaries of an employee benefit plan shall be deemed
to have acted in a manner "not opposed to the best interests of the Corporation"
as referred to in this Article X.

        Section 10.10 Survival of Indemnification and Advancement of Expenses.

        The indemnification and advancement of expenses provided by, or granted
pursuant to, this Article X shall, unless otherwise provided when authorized or
ratified, continue as to a person who has ceased to be a director or officer and
shall inure to the benefit of the heirs, executors and administrators of such a
person.

        Section 10.11 Limitation on Indemnification.

        Notwithstanding anything contained in this Article X to the contrary,
except for proceedings to enforce rights to indemnification (which shall be
governed by Section 10.5), the Corporation shall not be obligated to indemnify
any director or officer 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.

        Section 10.12 Indemnification of Employees and Agents.

        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 X to directors and officers of the Corporation.