SEC Info - Netsol Shareholders Group LLC - ‘DFRN14A’ on 6/7/01 re: Netsol Technologies Inc

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Netsol Shareholders Group LLC – ‘DFRN14A’ on 6/7/01 re: Netsol Technologies Inc

On: Thursday, 6/7/01, at 8:22am ET · Accession #: 892569-1-500422 · File #: 0-22773

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 6/07/01  Netsol Shareholders Group LLC     DFRN14A                1:94K  Netsol Technologies Inc           Bowne - Biv/FA

Revised Definitive Non-Management Proxy Solicitation Material — Schedule 14A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: DFRN14A     Revised Definitive Non-Management Proxy               25    165K 
                          Solicitation Material

Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Board Increase Election of Directors Incumbent Management's Proposals Proxy Procedures Revocation
1	1st Page - Filing Submission
6	Board Increase
"	Election of Directors
10	Incumbent Management's Proposals
"	Proxy Procedures
11	Revocation

DFRN14A 1st Page of 25 TOC ↑Top Previous Next ↓Bottom Just 1st
 

DEFINITIVE PROXY STATEMENT  
SCHEDULE 14A INFORMATION
(RULE 14a-101)
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
 SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1) 

Filed by the Registrant [ ]                                                     
Filed by a Party other than the Registrant [X]                                  

Check the appropriate box:                                                      
[ ] Preliminary Proxy Statement                                                 

[ ] Confidential, for Use of the Commission                                     
Only (as permitted by Rule 14a-6(e)(2))                                 

[X] Definitive Proxy Statement                                                  
[ ] Definitive Additional Materials                                             
[ ] Soliciting Material Under Rule 14a-12                                       

NETSOL INTERNATIONAL, INC.
(Name of Registrant as Specified in Charter)

NETSOL SHAREHOLDERS GROUP, LLC
 (Name of Person(s) Filing Proxy Statement if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):                              

[X] No fee required.                                                            

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.    

(1) Title of each class of securities to which transaction applies:             

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(2) Aggregate number of securities to which transaction applies:                

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(3) Per unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is         
calculated and state how it was determined):                                    

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(4) Proposed maximum aggregate value of transaction:                            

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(5) Total fee paid:                                                             

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[ ] Fee paid previously with preliminary materials.                             

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  [ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid   
previously. Identify the previous filing by registration statement number, or   
the Form or Schedule and the date of its filing.                                

(1) Amount Previously Paid:                                                     

(2) Form, Schedule or Registration Statement No.:                               

(3) Filing Party:                                                               

(4) Date Filed:                                                                 

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DFRN14A 3rd Page of 25 TOC 1st Previous Next ↓Bottom Just 3rd
 TO STOCKHOLDERS

OF

NETSOL INTERNATIONAL, INC.

------------------------------------------------------------------------------- 

 PROXY AND CONSENT STATEMENT

OF

NETSOL SHAREHOLDERS GROUP, LLC

Dear Fellow NetSol International, Inc. Stockholders:                            

 This Proxy and Consent Statement and the accompanying BLUE proxy card and
GREEN consent card are being furnished to stockholders ("Stockholders") of      
NetSol International, Inc. (the "Company") with a principal executive office at 
24025 Park Sorrento, Suite 220, Calabasas, California 91302 in connection with  
(a) the solicitation of proxies by NetSol Shareholders Group, LLC (the "Group") 
to be used at a special meeting (the "Special Meeting") of Stockholders to be   
held at 9:00 a.m. local time on Tuesday, June 19, 2001, at the offices of the   
Company at 24025 Park Sorrento, Suite 220, Calabasas, California, and at any    
adjournments, postponements or reschedules thereof and (b) the solicitation of  
written consents by the Group in lieu of the Special Meeting. This Proxy and    
Consent Statement and the BLUE proxy card and GREEN consent card are first being
furnished to Stockholders on or about June 7, 2001.                             

   At the Special Meeting, the Group will seek to: (a) amend the Bylaws of the
Company (the "Bylaws"), to increase the maximum number of directors from nine   
(9) to fifteen (15) directors, and to change the number of authorized directors 
from eight (8) to fifteen (15) directors (the "Board Increase"); and (b) elect  
seven (7) new directors (the "New Directors") to fill the vacancies on the Board
of Directors ("Board") created by the Board Increase (the Board Increase and the
election of the Nominees, each a "Proposal," and collectively, the "Proposals").
The Group's current nominees to be New Directors are named below under "Election
of Directors." Each of the nominees (each a "Nominee" and, collectively, the    
"Nominees"), have been selected by the Group.                                   

  In the alternative, rather than amending the Bylaws and appointing the New
Directors at the Special Meeting, the Group is seeking to amend the Bylaws and  
appoint the New Directors by written consent in accordance with Section         
78.320(2) of the Nevada Revised Statutes ("NRS"). NRS Section 78.320(3) provides
that in no instance where action is authorized by written consent need a meeting
of stockholders be called or notice given.                                      

    Section 1 of Article V of the Bylaws provides that the Bylaws may be amended
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, provided
that the notice or waiver of notice of such meeting shall have summarized or set
forth in full therein, the proposed amendment. Pursuant to NRS Section          
78.320(2), any action required or permitted to be taken at a meeting of         
stockholders may be taken without a meeting if a written consent thereto is     
signed by stockholders representing not less than a majority of the voting power
of the issued and outstanding stock entitled to voting power. NRS Section       
78.320(3) provides that in no instance where action is authorized by written    
consent need a meeting of stockholders be called or notice given.               

The Group's proposed Board Increase, if approved, will create seven (7) 
vacancies on the Board. Sections 4.1 and 4.3 of Article II of the Bylaws provide
that vacancies on the Board may be filled by the vote of a majority of the      
outstanding shares entitled to vote, represented at a duly held meeting at which
a quorum is present, or by the written consent of holders of the majority of the
outstanding shares entitled to vote; each director so elected shall hold office 
until the next annual meeting of the Stockholders and until a successor has been
elected and qualified.                                                          

   In accordance with NRS Sections 78.320(2) and 78.320(3) and consistent with
both the Articles of Incorporation of the Company, as amended (the "Articles")  
and the Bylaws, the Group may effect the Board Increase and the election of the 
Nominees as the New Directors by obtaining the written consent of Stockholders  
holding the required majority voting power, without holding a special           

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meeting of Stockholders and without giving prior notice of such action to the   
Stockholders. If Stockholders representing not less than a majority of the      
voting power of the issued and outstanding stock entitled to voting power sign  
and return GREEN consent cards enacting the Board Increase and electing the     
Nominees as the New Directors, and such consents are delivered to the Company   
prior to 9:00 am on June 19, 2001, such action will be taken by such written    
consent in lieu of the Special Meeting.                                         

 If the requisite consents are not delivered prior to the Special Meeting,
then the Group will seek to enact the Board Increase and appoint the Nominees as
the New Directors at the Special Meeting. If sufficient consents to enact the   
Board Increase but not to appoint the New Directors are delivered prior to the  
Special Meeting, the Group will seek to appoint the Nominees as the New         
Directors at the Special Meeting. If the requisite consents are not delivered   
prior to the Special Meeting, and neither the Proposal nor incumbent            
management's proposal to eliminate the ability to act by written consent (see   
"Incumbent Management's Proposals" below) are enacted at the Special            
Meeting, the Group will continue to solicit sufficient consents to enact the    
Proposals through August 1, 2001. If incumbent management's proposal to provide 
that any action to be taken by Stockholders take place only at annual or special
meetings of Stockholders and not by written consent of Stockholders, is adopted 
at the Special Meeting then consents dated after the date of the Special Meeting
would be ineffective and the Group will therefore not continue to solicit such  
consents.                                                                       

The Group is not satisfied with the existing management or Board of the 
Company. It believes that the losses announced by the Company on May 14 and May 
15, 2001, demonstrate that the Company is not maximizing the value of its       
assets, and has not adequately pursued market opportunities. The Group believes 
that the decline in the Company's stock price from $75.00 per share in March    
2000 to the current price of under $5.00 per share demonstrates that the        
investment community lacks confidence in both the Company and its management.   
The Group believes that it is in the best interest of all of the Stockholders to
increase the size of the Board and to add the Nominees as the New Directors, who
are committed to maximizing the share price and forging a clear direction for   
the Company. ACCORDINGLY, THE GROUP IS SOLICITING PROXIES AND CONSENTS IN FAVOR 
OF AMENDING THE COMPANY'S BYLAWS SO AS TO INCREASE THE SIZE OF THE BOARD OF     
DIRECTORS FROM EIGHT (8) DIRECTORS TO FIFTEEN (15) DIRECTORS AND TO ELECT THE   
NEW DIRECTORS PROPOSED BY THE GROUP.                                            

THE NOMINEES ARE COMMITTED TO ACTING IN THE BEST INTEREST OF THE        
STOCKHOLDERS. THE GROUP BELIEVES THAT YOUR VOICE IN THE FUTURE OF THE COMPANY   
CAN BEST BE EXPRESSED THROUGH AMENDMENT OF THE BYLAWS INCREASING THE SIZE OF THE
BOARD AND THE ELECTION OF THE NOMINEES AS THE NEW DIRECTORS. ACCORDINGLY, THE   
GROUP URGES YOU TO VOTE YOUR BLUE PROXY CARD AND GREEN CONSENT CARD FOR THE     
BOARD INCREASE AND FOR THE NOMINEES AS THE NEW DIRECTORS.                       

   IF YOUR SHARES ARE HELD IN THE NAME OF A BROKERAGE FIRM, BANK, BANK NOMINEE
OR OTHER INSTITUTION ON THE RECORD DATE, ONLY IT CAN VOTE SUCH SHARES AT THE    
SPECIAL MEETING AND ONLY UPON RECEIPT OF YOUR SPECIFIC INSTRUCTIONS.            
ACCORDINGLY, PLEASE CONTACT THE PERSON RESPONSIBLE FOR YOUR ACCOUNT AND INSTRUCT
THAT PERSON TO EXECUTE ON YOUR BEHALF THE BLUE PROXY CARD AS SOON AS POSSIBLE.  

 IMPORTANT

The approval of the Board Increase requires the affirmative vote of a   
majority of the votes cast at the Special Meeting, and, the election of the     
Nominees as New Directors requires a plurality of the votes cast at the Special 
Meeting, assuming a quorum is present or otherwise represented at the Special   
Meeting. A majority of the outstanding shares entitled to vote is required for  
the approval of the Board Increase and for the election of the Nominees as the  
New Directors by written consent. The standards for approval of each of the     
Proposals, at either the Special Meeting or by written consent, are as set      
forth in the following chart:                                                   

                                                        [Enlarge/Download Table]
                                                                                                              
                                   Amendment of Company Bylaws             Filling Vacancies                  
                                                                           on Company's Board of Directors    
------------------------------------------------------------------------------------------------------------- 
Action at Special Meeting of       Requires that the number of votes       Requires a plurality of the votes  
Stockholders                       cast in favor of the action exceeds     cast at the election. See NRS      
                                   the number of votes cast in             78.330(1).                         
                                   opposition to the action. See NRS                                          
                                   78.320(1)(b).                                                              
------------------------------------------------------------------------------------------------------------- 
Action by Written Consent of       Requires consent of stockholders        Requires consent of holders of the 
Stockholders                       holding at least a majority of          majority of the outstanding shares 
                                   the voting power. See NRS 78.320(2).    entitled to vote. See NRS          
                                                                           78.320(2); Article II, Sections 4.1
                                                                           and 4.3 of Bylaws.                 

   As a result, your vote is extremely important in deciding the future of the
Company. The Group urges you to sign, date and return the enclosed BLUE         
proxy card and GREEN consent card to vote FOR the Board Increase and FOR the    
election of the Nominees as the New Directors.                                  

THE GROUP URGES YOU NOT TO SIGN ANY PROXY OR CONSENT CARD SENT TO YOU BY
MANAGEMENT OF THE COMPANY. IF YOU HAVE ALREADY DONE SO, YOU MAY REVOKE YOUR     
PROXY BY DELIVERING A LATER-DATED BLUE PROXY CARD TO THE GROUP. SEE "VOTING     
PROCEDURES" "PROXY PROCEDURES" AND "REVOCATION" BELOW.                          

    Only holders of record of the Company's voting securities as of the close of
business on Friday, May 11, 2001 (the "Record Date") are (i) entitled to notice 
of and to vote at the Special Meeting and any adjournments or postponements     
thereof. According to the Quarterly report on Form 10-QSB for the quarterly     
period ending March 31, 2001, filed with the Securities and Exchange Commission 
(the "SEC") on May 15, 2001, as of May 11, 2001 there were 11,731,440 shares of 
common stock, par value $.001 per share (the "Common Stock"), outstanding and no
shares of preferred stock of the Company outstanding. Unless a Stockholder      
exercises his right to cumulate votes for purposes of voting in the election of 
a New Director at the Special Meeting, Stockholders of record at the close of   
business on the Record Date will be entitled to one vote at the Special Meeting 
for each share of Common Stock held on the Record Date.                         

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    As of May 11, 2001, members of the Group, Blue Water Master Fund, L.P., ("BW
Master Fund"), Blue Water Partners II, L.P., PSM International Limited ("PSM"), 
and Dr. Henry Vogel (collectively, the "Group Members"), beneficially owned an  
aggregate of 3,016,840 shares of Common Stock, representing approximately 25.7% 
of the outstanding shares of Common Stock. The Group Members and their          
affiliates intend to vote such shares FOR the Board Increase and FOR the        
election of the Nominees as the New Directors.                                  

    The NRS do not impose either a record date or an expiration date with regard
to consents. Those requirements were deleted by amendments to the NRS adopted in
1991. Pursuant to NRS 78.320(2), all shareholders holding voting power on the   
date on which a majority of consents are executed may execute consents. Pursuant
to NRS 78.320(3), no notice of any kind to shareholders is required before the  
execution or effectiveness of written consents. While the consents do not       
expire, the Group does not intend to continue soliciting consents if sufficient 
consents are not received by August 1, 2001. In order to avoid the necessity of 
the Special Meeting, the Group must receive consents from stockholders holding  
at least a majority of the voting power before the Special Meeting. If the      
incumbent management's proposal to eliminate Stockholder written consents is    
successful, the Group does not intend to continue soliciting consents after the 
Special Meeting, because consents dated after June 19, 2001 will be ineffective.

  THE GROUP URGES YOU TO VOTE FOR THE BOARD INCREASE AND FOR THE NOMINEES AS
THE NEW DIRECTORS BY RETURNING YOUR COMPLETED BLUE PROXY CARD AND GREEN CONSENT 
CARD TODAY. A failure to sign, date and return the BLUE proxy card in a timely  
manner will have the same effect as a vote against the Proposals, and the       
failure to sign, date and return the GREEN consent card in a timely manner will 
have the same effect as voting against the Proposals. If you have any questions,
you can reach the Group's proxy solicitor, Innisfree M&A Incorporated, Attn.    
Alan Miller, at 1-888-750-5834.                                                 

BACKGROUND OF THE PROXY SOLICITATION

   The Common Stock has declined precipitously from a high of $75.00 per share
on March 3, 2000 to a low of $1.38 on April 5, 2001. During 2000 and the        
beginning of 2001, Mr. Jonathan Iseson contacted members of the Board regarding 
problems that BW Master Fund perceived with the management and profitability of 
the Company. BW Master Fund cited the lack of response of the Company to market 
conditions, the Company's refusal to acquire target companies that could        
increase the Company's value, the Company's lack of collection efforts of       
accounts receivable, and resignations by members of the Board.                  

   On January 22, 2001, BW Master Fund filed an amendment to its Schedule 13D,
stating its intent to be more than a passive investor. During the first quarter 
of 2001, BW Master Fund requested information regarding the Company's allocation
of revenues and currency translations, BW Master Fund was not satisfied with the
Company's response to its concerns.                                             

 On April 17, 2001, investment banker Shelly Singhal, who is a director of
Netgateway, Inc. (OTC BB: NGWY.OB), was contacted for the first time based on a 
referral. BW Master Fund had no prior relationship with Mr. Singhal or          
Netgateway. On April 19, 2001, BW Master Fund had oral discussions with Mr.     
Singhal, concerning a possible strategic fit between Netgateway and the Company.
Netgateway is a potential customer of the Company, because Netgateway employees 
several programmers and could potentially benefit from outsourcing some or all  
of its programming needs to the Company.                                        

   On April 24, 2001, BW Master Fund, engaged legal counsel and initiated oral
communication with a limited number of fellow Stockholders pursuant to Rule     
14a-2(b)(2), for the purpose of discussing their views on the management and    
performance of the Company. BW Master Fund contacted Dr. Robert Harman because  
he had met with the Company's management and Mr. Iseson at the Company's 2000   
Annual Meeting of Stockholders to discuss the Company's business plans and      
strategic direction. BW Master Fund was aware of PSM because it had a Consulting
Agreement with the Company which expired in August 2000, and Mr. Iseson had met 
PSM's principal Graeme Glew at racing events.                                   

As a major Stockholder, BW Master Fund has similar concerns as other    
Stockholders with the Company's recent poor financial performance and falling   
stock price. BW Master Fund believed that Robert and Susan Harman (the          
"Harmans") and PSM had similar concerns as BW Master Fund regarding the Company,
and therefore contacted them, for the first time on April 24, concerning the    
possibility of forming a shareholder group. On April 25, 2001, the Group Members
and the Harmans formed the Group for the purpose of exploring available options.

  On April 25, 2001, the Group Members entered into a Stock Option Agreement
with Netgateway pursuant to which Netgateway was granted an option to purchase  
up to 300,000 of the Group Members' shares in the Company, and the Group Members
were given warrants to purchase up to 300,000 shares in Netgateway common       
stock. The Stock Option Agreement was suggested by Mr. Singhal to immediately   
give each party some vested interest in the other's success. Donald Danks,      
Chairman and Chief Executive Officer of Netgateway, has stated that "I believe  
this is an excellent opportunity for two complimentary companies to explore a   
wide range of strategic options to help maximize the value of the products,     
services, infrastructures and assets of both companies." The Group believes that
there may be a strategic fit between the two companies, such as the possibility 
that the Company could provide programming outsourcing for Netgateway. However, 
neither the Group nor Netgateway has yet fully analyzed or determined whether   
this is the case, no agreement has been reached between the Group (or any Group 
Members) and Netgateway other than the Stock Option Agreement, and there have   
been no specific negotiations concerning any acquisition, merger or other       
potential transaction involving the Company and Netgateway.                     

    BW Master Fund, Blue Water Partners II, L.P., Dr. Henry Vogel and Netgateway
each signed the Stock Option Agreement. Although listed as parties to the Stock 
Option Agreement, the Harmans did not sign it. The Harmans agreed to be part of 
the Group and were included in the initial Scheduled 13D filing. However,       
thereafter Dr. Harman contacted the Group and stated that the Harmans had       
changed their minds and did not want to execute the Stock Option Agreement or   
remain in the Group. The 8,506 shares allocated from the Harmans under the      
option agreement were reallocated pro-rata among BW Master Fund and Blue Water  
Partners II, L.P.                                                               

 On the morning of April 26, 2001, the Group filed a Schedule 13D with the
SEC and issued a press release announcing the formation of the Group. The Group 
attempted to initiate contact with management of the Company. Management refused
to accept the Group's telephone calls. Thereafter, in the early afternoon of    
April 26, the Group decided, for the first time, to initiate a proxy contest,   
and instructed its legal counsel to immediately prepare and file a preliminary  
proxy statement with the SEC.                                                   

On April 27, 2001, BW Master Fund called a Special Meeting of the       
Stockholders for June 1, 2001, by written request to the Chairman of the Board  
of the Company, later postponed to June 19, 2001. BW Master Fund currently holds
approximately 18.5% of the outstanding shares entitled to vote. Section 3.1 of  
Article IV of the Bylaws authorizes one or more Stockholders, holding in the    
aggregate at least 10% of the shares entitled to vote at any such meeting, to   
call a Special Meeting for any purpose or purposes whatsoever. Pursuant to      
Section 3.2 of Article IV of the Bylaws, the officer receiving such a request   
shall forthwith cause notice to be given to the Stockholders entitled to vote,  
that a meeting will be held at the time requested by the Stockholder or         
Stockholders calling the meeting.                                               

  On April 27, 2001, the Group also filed a preliminary proxy statement with
the SEC, and issued a press release announcing the initiation of a proxy        
contest. Counsel for the Group thereafter spoke with counsel for the Company in 
an attempt to initiate discussions. Neither the Company nor its counsel         
responded. The Company thereafter stated that "there is no room for compromise  
at this point in time," and that "there was never any intent to negotiate with  
the Group."                                                                     

    On May 7, 2001, the Company filed a preliminary proxy statement with the SEC
stating that it would hold the Special Meeting as requested by BW Master Fund.  
On May 9, 2001, BW Master Fund revised its Special Meeting request to: (a) amend
the Bylaws to increase the maximum number of directors from nine (9) to fifteen 
(15) directors and to change the number of authorized directors from eight (8)  
to fifteen (15) directors; and (b) elect the Nominees as the New Directors. On  
May 18, 2001, the Group filed an amended preliminary proxy statement with the   
SEC. On May 23, 2001, the Company filed an amended preliminary proxy and consent
solicitation statement with the SEC, including a proposal that Stockholders     
approve certain amendments to the Company's Articles and Bylaws in the event    
that the Group's Proposals were defeated.                                       

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In opposition to the current Board, the Group is seeking to solicit the 
proxies and consents of Stockholders to be used to amend the current Bylaws so  
as to increase the size of the Board from eight (8) directors to fifteen (15)   
directors and to elect the Nominees as New Directors of the Company by written  
consent, or alternatively at the Special Meeting. The Nominees, if elected,     
intend to engage an investment bank and actively pursue acquiring, merging with 
or being acquired by another public company. The Group believes that one or more
current directors of the Company, including Cary Burch, will vote in favor of   
this plan. The Nominees plan to change the existing management and operations of
the Company to effectuate this plan. Each of the Nominees has consented, if so  
elected, to serve as a director and is fully committed, if elected, to take such
action as the Nominees deem advisable and in the best interest of the           
Stockholders and which they believe will maximize stockholder value and improve 
the Company's future viability and growth.                                      

   The Group believes that the adoption of this strategy will make the Company
a far more attractive company.                                                  

BOARD INCREASE

  The Group is seeking to amend the Bylaws to increase the maximum number of
directors from nine (9) to fifteen (15), and to change the number of authorized 
directors from eight (8) to fifteen (15). Specifically, the Group is only       
seeking to amend the first sentence of Article II, Section 2 of the Bylaws. The 
first sentence of Article II, Section 2 of the Bylaws currently states:         

"The authorized number of Directors of the Corporation shall be not less
than three (3) nor more than nine (9) and the exact number of directors 
 shall be eight (8) until changed, within the limits specified above, by a
resolution amending such exact number, duly adopted by the Board of     
Directors or by the shareholders."                                      

    The Group's proposed amendment would amend the first sentence of Article II,
Section 2 of the Bylaws to state:                                               

"The authorized number of Directors of the Corporation shall be not less
   than three (3) nor more than fifteen (15) and the exact number of directors
    shall be fifteen (15) until changed, within the limits specified above, by a
resolution amending such exact number, duly adopted by the Board of     
Directors or by the shareholders."                                      

   If the Board increase is approved, the Group seeks to elect the Nominees as
the New Directors.                                                              

 ELECTION OF DIRECTORS

  According to the Company's proxy statement prepared in connection with the
2000 Annual Meeting of the Company, as filed with the SEC on November 9, 2000   
(the "Company's Proxy Statement"), the Company currently has eight (8)          
Directors, all of whose terms will expire at the next annual meeting of the     
Stockholders. The Group proposes that the Stockholders vote in favor of the     
Board Increase and elect each of the Nominees as the New Directors by written   
consent or at the Special Meeting. Each Nominee, if elected, would hold office  
until the next annual meeting of the Stockholders or until a successor has been 
elected and qualified. Although the Group does not anticipate that any of the   
persons named below will be unable or unwilling to stand for election, in the   
event of such occurrence, proxies or consents may be voted for a substitute     
designated by the Group.                                                        

    Background information about the Nominees is set forth below. See Appendix I
for additional information about the Nominees, including their beneficial       
ownership, purchase and sale of securities issued by the Company over the past  
two years and the name and address of their principal employers.                

JONATHAN D. ISESON, age 44, has over 24 years of investment management          
experience. In 1999, Mr. Iseson founded Blue Water Partners, and has acted as   
General Partner, Principal and Sole Investment Manager since its date of        
inception to the present. From 1989 to 1999, Mr. Iseson was Vice President of   
Keefe Managers, Inc., a hedge fund specializing in financial securities and     
worked with one of its founding members, Harry Keefe. Mr. Iseson's              
responsibilities included overseeing the trading desk as well as the convertible
and arbitrage strategies, and was primarily responsible for the hedging of the  
portfolio. In addition, during that time, Mr. Iseson had considerable input into
Keefe Managers, Inc.'s investment process. During Mr. Iseson's tenure with Keefe
Managers, Inc., he also helped build the firm's assets to approximately $900    
million. From 1987 to 1989, Mr. Iseson worked for Keefe, Bruyette & Woods,      
managed the convertible and arbitrage departments and oversaw the firm's market 
making in equity securities. From 1985 to 1987, Mr. Iseson worked for Montgomery
Securities, where he eventually became a partner and oversaw the convertible and
arbitrage department. From 1980 to 1985, Mr. Iseson was a Vice President with   
Keefe, Bruyette & Woods, and managed the convertible trading department and the 
creation of markets in over-the-counter and listed equities. Mr. Iseson started 
his career at Wechsler & Krumholz, a firm specializing in convertibles and      
REITs. Mr. Iseson has served on the board of The Options & Futures Society and  
recently passed the Series 7 and Series 63 examinations.                        

GREGORY J. MARTIN, age 45, has extensive experience with international          
marketing, business strategy development and venture funding. As explained      
below, Mr. Martin's has actively worked with shareholders, board members and    
executive managers of 28 companies over the last 9 years, regarding business    
strategy development, marketing, capital formation, and mergers & acquisitions. 

From 1995 to the present, Mr. Martin has been active running a private          
consulting practice (Andrada, Inc. dba Corvus Business Development Services).   
Mr. Martin is presently representing three private companies as an advisor.     
These client engagements include structuring the transition of ownership of a   
privately held manufacturing company located in Southern California from the    
existing shareholders to an Employee Stock Ownership Plan for one client,       
searching for $20 to $25 million in recapitalization financing from private     
equity groups to structure a roll-up of three companies in the horticultural    
industry for the second client, and assisting the third client, an aerospace    
engineering firm, in conducting a strategic acquisition.                        

Concurrent to his activities at Corvus, Mr. Martin has served in a variety of   
executive management roles. From 1999 to 2001, Mr. Martin was a Vice President  
with Emerge Corporation, a financial advisory business that specialized in      
mergers and                                                                     

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acquisitions. While with Emerge, Mr. Martin was responsible for bringing 12     
clients to market for sale or recapitalization, partnering on closing two deals 
(one a $38 million recapitalization of an aerospace engineering firm and the    
second a $7 million sales of a Canadian tool manufacturer) and generating       
letters of intent for six other clients, four of which were pending when he     
departed Emerge in January of this year to devote his full efforts to Corvus.   
While with Emerge, Mr. Martin also had a lead role in two consulting projects   
that developed strategic acquisition plans for two clients: Air Methods         
Corporation (NASDAQ: AIRM), a leading provider of air medical services and      
related products, and another privately held corporation that is a $300 million 
revenue manufacturer of passive electronic components.                          

From 1998 to the present, Mr. Martin has served as an associate with Spectrum   
Business Resources, Inc. While working with Spectrum Business Resources, Inc.,  
Mr. Martin worked with the President to build an effective middle-market mergers
and acquisition practice from an established business brokerage, by increasing  
deal maker skills, acquiring more sophisticated resources and transaction       
analysis tools, developing a marketing program to find and attract larger       
clients, and broadening the service offering of the firm. He also closed two    
transactions while at Spectrum and continues to co-represent a client for       
Spectrum in a sell-side engagement. And finally Mr. Martin guided a business    
services client (privately held company) through both a strategic planning and  
acquisition planning projects.                                                  

From 1996 to 1997, Mr. Martin was the Chief Financial Officer, Executive Vice   
President and ultimately the CEO of Ice Holdings, Inc. While with Ice Holdings, 
Inc., Mr. Martin directed the re-organization of a publicly traded shell company
into an operational holding company, which acquired and helped to grow emerging 
technology companies. From 1993 to 1995, Mr. Martin was the Managing Director of
Claridge House Limited, a Hong Kong trading company and specialty               
sub-contractor. While with Claridge House Limited, Mr. Martin directed the      
corporate turnaround of the 15 year-old company and developed the company's     
first strategic marketing and sales plan. Claridge House Ltd.'s 1993 sales      
reached their highest point in five years of over HK$35 million (US$5 million). 

After completing an international MBA at the University of Southern California's
IBEAR Program in 1992, Mr. Martin went to Hong Kong where he worked in the      
Commercial Service office of the U.S. Consulate for six months as part of a     
graduate internship program sponsored by the Department of Commerce until early 
1993. Mr. Martin authored two documents for use by United States businesses     
("Industry Sub-sector Analysis of the Semi-Conductor Industry" in Hong Kong, and
a "Marketing Guide to Airport Core Program" describing opportunities for U.S.   
business to participate in the center piece of a $23 billion infrastructure     
project in Hong Kong). From 1989 to 1991, Mr. Martin worked as a Systems Analyst
and Technical Consultant for Vitro Corporation. While at Vitro, Mr. Martin      
designed and conducted seven major classified test programs involving undersea, 
surface and air assets to test sensor, weapon, communication, navigation and    
tactical computer systems effectiveness. While at Vitro he published several    
classified reports for the Naval Space & Warfare Systems Command in 1989, 1990  
and 1991.                                                                       

From 1978 to 1989 Mr. Martin served in active military duty with 2 additional   
years of reserve duty concurrent with his position as a technical consultant and
systems analyst with Vitro Corporation.                                         

In 1978 Mr. Martin graduated from the U.S. Naval Academy with a BS in Physical  
Science, and received an MBA from the University of Southern California in 1992.
Mr. Martin is a member of Phi Beta Gamma Business Honor Society, the Alliance of
Mergers & Acquisitions Advisors and the American Institute of Aeronautics and   
Astronautics. In 1998, Mr. Martin also taught international business strategy at
the Keller Graduate School of Management, located in Long Beach, California.    

PETER R. SOLLENNE, age 52, has extensive experience in venture capital funding, 
public company equity raising and debt raising. As explained below, Mr. Sollenne
has established a successful record of accomplishments in executive management, 
sales and marketing as well as success in the role of a financial executive over
the past 28 years. From May 2001 to the present, Mr. Sollenne has been the      
President and Chief Executive Officer of Techna Global Solutions, Inc. Techna   
Global Solutions is a ten year old specialty IT services provider, which        
provides business technology solutions worldwide. From November, 2000 to April  
2000, Mr. Sollenne was the President and Chief Operating Officer of Aces        
International, Inc. Mr. Sollenne developed an infrastructure, sales organization
and the necessary strategic alliances to position Aces International, Inc. as a 
leading provider of CRM, CTI and e-Commerce consultative services. Mr. Sollenne 
helped to establish strategic alliances with Siebel Systems, Broadvision, WEB   
Methods, Clarify and Silverstream. From May, 2000 to October, 2000, Mr. Sollenne
was the President                                                               

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and Chief Executive Officer of InQuote.com. InQuote.com was a business to       
business exchange in the automotive industry. Mr. Sollenne worked with the      
founder of InQuote.com to secure the first round (Series A) venture capital     
financing. From December, 1998 to May, 2000, Mr. Sollenne was the Founder,      
President and Chief Executive Officer of re:Solutions Group, Inc., an Internet  
services venture capital backed company. Mr. Sollenne structured a plan to      
acquire three international companies based in Alameda, CA (Skytech Consulting, 
California Creative Solutions and International Software Group), secured senior 
debt from Bank Austria Creditanstalt and organized the management team and the  
growth strategy of re:Solutions Group, Inc. In addition, through this process,  
Mr. Sollenne raised in excess of $20 million venture capital equity from The    
Sprout Group, the venture capital arm of Donaldson, Lufkin and Jenrette and a   
$15 million senior credit facility from a large international banking           
institution, Bank Austria. From August 1997 to November 1998, Mr. Sollenne was  
the President and Chief Operating Officer of SOS Staffing Services, Inc.        
(NASDAQ: SOSS), a provider of professional staffing services and information    
technology services. Mr. Sollenne was responsible for the operations of this 145
branch company and for building the information technology subsidiary,          
Inteliant. Mr. Sollenne helped to complete over 18 acquisitions (a matter of    
public record) with a primary focus in information technology and integrated    
these acquisitions into one brand identity in the marketplace. Mr. Sollenne also
led a secondary public stock offering raising nearly $100 million (the lead     
underwriters were Lehman Brothers, Prudential, Unterber Tobin, Paine Weber and  
George K. Baum) as well as a syndicated credit facility in excess of $75        
million. From 1995 to 1997, Mr. Sollenne served as President of the Commercial  
Staffing Division of Personnel Group of America, Inc. (NYSE company), a         
diversified provider of professional staffing services to businesses,           
professional and governmental organizations. During his employment with         
Personnel Group of America, Mr. Sollenne was responsible for 13 separate        
companies and brand names, with 74 full-service branches, multiple              
vendor-on-premise locations, $250 million in annual revenues and over $20       
million of operating profits. From 1989 to 1995, Mr. Sollenne was the Senior    
Vice President of Sales and Marketing for US Fleet Leasing, a $400 million (in  
revenue) division of USL Capital (a subsidiary of Ford Financial Services). USL 
Capital was a $9 billion dollar leasing and diversified financial services      
company. While with US Fleet Leasing, Mr. Sollenne helped to grow this company  
through revenues in excess of 81% in three years, helped to transform US Fleet  
Leasing into a high growth market-driven company and developed US Fleet Leasing 
from a second tier middle market lessor to the fifth largest lessor, based on   
sales, and market share, in the industry. From 1987 to 1989, Mr. Sollenne was   
the President of PMA Group, Inc., a start-up company servicing the sales and    
marketing needs of the financial community and lease syndication industry.      
In 1970, Mr. Sollenne obtained a degree in BS Business Administration in        
Accounting from Boston College and in 1972 Mr. Sollene became a Certified Public
Accountant.                                                                     

TIMOTHY J. MOYNAGH, age 31, has over 10 years of technical consulting and       
business experience. Since 1999, Mr. Moynagh has been the Sr. Business &        
Solutions Development Manager for Inktomi Corporation, a leading provider of    
Content Networking and Search software solutions. At Inktomi, Mr. Moynagh was   
responsible for numerous key accounts and developing product positioning,       
pricing, and market strategies for the enterprise and financial vertical        
markets. While at Inktomi, Mr. Moynagh also co-developed a Dynamic Caching      
product concept and strategy to improve the quality of service for web-enabled  
applications. From 1994 to 1999, Mr. Moynagh was a Technology Manager in the    
Enterprise Line of Business at Accenture (formerly Andersen Consulting). At     
Accenture, Mr. Moynagh led the technical deployment, integration, and           
administration of large-scale enterprise systems in the United States and       
Europe. Mr. Moynagh was responsible for managing special projects for SAP       
deployment and defining the rollout strategy for an international Enterprise    
Business Solution Center to provide outsourced software development and         
architecture services through a group of highly skilled personnel in Europe. Mr.
Moynagh was the technical team lead for professional service engagements in the 
telecommunications, energy, and high tech industries. From 1989 to 1994, Mr.    
Moynagh founded and operated his own technical consulting company, Tim Moynagh  
Computer Services. In 1994, Mr. Moynagh obtained a degree in Management         
Information Systems & Business Administration, from California Polytechnic State
University, San Luis Obispo, California.                                        

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EDDY RAYMOND MARIA VERRESEN, age 37, has experience as an accountant and        
businessman. From 1993 to the present, Mr. Verresen founded and has operated    
BSH-Belgische Struisvogelhouderij, a privately held production and trading      
company. From 1997 to the present, Mr. Verresen has also operated EPA-Exploracao
Portuguesa de Avestruzes, a privately held sales company. From 1987 to 1993, Mr.
Verresen worked as a certified accountant, auditor and manager at BDO - Binder  
Dijcker Otte in Antwerp, Belgium.                                               

SHELLY SINGHAL, age 33, has a broad base of experience in corporate finance and 
commercial lending, including public and private offerings of securities,       
mergers and acquisitions, debtor in possession financing and restructuring. In  
June 2001, Mr. Singhal joined Softbank Investments. From 2000 to June 2001, Mr. 
Singhal was the Managing Director of Technology Investment Banking for BlueStone
Capital Corp., formerly BlueStone Capital Securities. From 1995 to 2000, Mr.    
Singhal was the Managing Director of Corporate Finance at Roth Capital Partners 
and head of the E-Commerce Group. Mr. Singhal also was the Manager of Roth      
Capital Partners Bridge Fund. He was formerly associated with firms involved in 
high yield securities offerings and transactions involving out of court and     
Chapter 11 restructurings. Prior to investment banking, from 1990 to 1992, Mr.  
Singhal worked in the commercial lending department at Foothill Capital, Inc.,  
where he participated in many of its early debtor-in-possession financings. From
1989 to 1990, Mr. Singhal worked at Heller Financial, where he worked on highly 
leveraged transactions. Mr. Singhal received his BS from Seaver College at      
Pepperdine University.                                                          

DONALD L. DANKS, age 44, is presently the Chairman and Chief Executive Officer  
of Netgateway. Mr. Danks was an original investor in founding Netgateway in 1998
and is currently one of its largest shareholders. In 1999, Mr. Danks helped to  
found Next Step Broadband. From 1997 to the present, Mr. Danks has acted as a   
consultant for Headwaters, Inc. From 1995 to 1998, Mr. Danks was the co-founder 
and President of Prosoft Training.com, (Nasdaq: POSO - news). In addition to    
helping organize that company, he was responsible for securing more than $35    
million in funding for that company. From 1996 to 1998, Mr. Danks worked as a   
consultant for Admor Memory, Inc. During Mr. Danks' relationship with these     
companies, he secured or assisted in securing more than $65 million dollars in  
capital, including the initial $5 million dollars raised to create Netgateway.  
In addition to attracting inceptive capital for client companies, Mr. Danks     
assisted in the development of their business plans, helped in the recruitment  
of senior management, supported the development of the public market for their  
securities by introducing them to institutional investors and market makers and 
oversaw ongoing corporate finance needs. Mr. Danks graduated with a BS from UCLA
in 1979.                                                                        

THE GROUP STRONGLY URGES YOU TO VOTE FOR THE BOARD INCREASE AND FOR THE 
ELECTION OF THE NOMINEES AS THE NEW DIRECTORS BY SIGNING, DATING AND RETURNING  
THE ENCLOSED BLUE PROXY CARD AND GREEN CONSENT CARD IN THE POSTAGE-PAID ENVELOPE
PROVIDED TO YOU WITH THIS PROXY AND CONSENT STATEMENT. IF YOU HAVE SIGNED THE   
BLUE PROXY CARD OR THE GREEN CONSENT CARD AND NO MARKING IS MADE ON IT, YOU WILL
BE DEEMED TO HAVE GIVEN A DIRECTION TO VOTE THE SHARES REPRESENTED BY THE BLUE  
PROXY CARD OR GREEN CONSENT CARD FOR THE BOARD INCREASE AND FOR THE ELECTION OF 
ALL OF THE NOMINEES AS THE NEW DIRECTORS.                                       

 All transactions in securities of the Company engaged in by the Group and
any Nominee during the past two years, as well as current ownership of any such 
securities by the Group any Nominee, are listed on Appendix I. Neither the      
Group, nor any Nominee owns any securities of the Company of record but not     
beneficially. Neither the Group, nor any Nominee owns beneficially any          
securities of any parent or subsidiary of the Company. In addition, and except  
as stated herein, neither the Group, nor any Nominee or any of their associates 
has any agreement or understanding with respect to future employment by the     
Company, and no such person has any agreement or understanding with respect to  
any future transactions to which the Company will or may be a party.            

    One of the Nominees, Mr. Martin, as President of Corvus Business Development
Services ("Corvus"), negotiated a Finders Agreement with the Company, pursuant  
to which Corvus was to find potential candidate companies for acquisition,      
merger, investment or other business combinations on behalf of the Company.     
However, the Finders Agreement was never executed by Corvus, no services were   
performed, and no consideration was exchanged between the parties.              

 Except as described herein, neither the Group, nor any Nominee nor any of
their associates (i) has engaged in or had a direct or indirect interest in any 
transaction or series of transactions since the beginning of the Company's last 
fiscal year or in any currently proposed transaction, to which the Company or   
any of its subsidiaries is a party, where the amount involved was in excess of  
$60,000, (ii) owns beneficially or of record any securities of the Company,     
(iii) borrowed any funds for the purpose of acquiring or holding any securities 
of the Company or is presently, or has been within the past year, a party to any
contract, arrangement or understanding, with any person with respect to         
securities of the Company.                                                      

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AGREEMENTS WITH NOMINEES

    The Group has entered into letter agreements (the "Nominee Agreements") with
each of the Nominees with respect to their service as Nominees, to stand for    
election as Directors of the Company at the Special Meeting. The Nominee        
Agreements each provide, among other things, as follows:                        

 -   The Nominee acknowledges that he has agreed to become a member of the
      slate of Nominees to stand for election as directors of the Company in
 connection with a proxy contest with management of the Company in
  respect of the election of directors of the Company at the Special
Meeting or by written consent of the Stockholders.              

-   The Group agrees to pay the costs of the proxy contest.             

  -   The Group agrees to indemnify each Nominee from and against any losses
incurred by the Nominee arising from any action relating to such
Nominee's role as a Nominee, absent gross negligence or willful 
misconduct.                                                     

    -   The Nominee agrees to withdraw as a Nominee of the Group if requested to
     do so by the Group at any time prior to his election as a Director of
the Company.                                                    

INCUMBENT MANAGEMENT'S PROPOSALS

If the Board Increase is not successful at the Special Meeting, the     
incumbent management of the Company has stated its intention to make the        
following proposals at the Special Meeting:                                     

Proposal 3. Amend the Articles to remove cumulative voting in the election of   
Company directors;                                                              

Proposal 4. Amend the Articles to provide for a classified Board so each of the 
Company's directors is elected for a three year term with one-third of the Board
standing for election each year;                                                

Proposal 5. Amend the Articles and Bylaws to provide that any action required or
permitted to be taken by the Stockholders may be effected only at an annual or  
special meeting of Stockholders, and not by written consent of Stockholders;    

Proposal 6. Amend the Articles and Bylaws to provide that only the Company's    
chief executive officer, president, chairman of the board or Board may call a   
special meeting of Stockholders;                                                

Proposal 7. Amend the Articles and Bylaws to provide for an advance notice      
procedure for the nomination, other than by or at the direction of the Board or 
a committee of the Board, of candidates for election as directors as well as for
other proposals to be considered at meetings of Stockholders;                   

Proposal 8. Amend the Articles and Bylaws to provide that Company directors may 
only be removed from office for cause;                                          

Proposal 9. Amend the Articles and Bylaws to provide that the affirmative vote  
of holders of at least 66-2/3% vote of the outstanding voting stock be required 
to amend the Bylaws or Articles;                                                

Proposal 10. Amend the Articles to authorize 5,000,000 shares of undesignated   
preferred stock with right, preferences and privileges to be designated by the  
Board without the Stockholders' vote;                                           

Proposal 11. Amend the Articles to provide for limited liability for Company    
directors, officers and other agents of the Company.                            

For more detailed information concerning the incumbent management's     
proposals, please see the Definitive Proxy Statement filed by the Company. The  
Group believes that all of the incumbent management's proposals would make      
replacing the Board by Shareholder action more cumbersome in an attempt to      
entrench the incumbent management, and are therefore not in the best interests  
of Shareholders. In addition, if proposal 5 were adopted, it would effectively  
prevent the Group from continuing to solicit written consents after the Special 
Meeting, because written consents dated after the date of the Special Meeting   
would be ineffective. The Group opposes all of the above proposals 3 through 11,
and if these proposals are brought before the Special Meeting, the Group members
and their affiliates intend to vote all of their shares AGAINST the incumbent   
management's proposals.                                                         

THE GROUP URGES YOU TO VOTE AGAINST THE INCUMBENT MANAGEMENT'S PROPOSALS. IF YOU
HAVE SIGNED THE BLUE PROXY CARD AND NO MARKING IS MADE ON IT INDICATING YOUR    
DESIRE TO VOTE IN FAVOR OF THE INCUMBENT MANAGEMENT'S PROPOSALS, YOU WILL BE    
DEEMED TO HAVE GIVEN A DIRECTION TO VOTE THE SHARES REPRESENTED BY THE BLUE     
PROXY CARD AGAINST ALL OF THE INCUMBENT MANAGEMENT'S PROPOSALS.                 

 OTHER MATTERS TO BE CONSIDERED AT THE SPECIAL MEETING

 Except as set forth above, the Group does not know of any proposals to be
presented at the Special Meeting. Should other proposals be brought before the  
Special Meeting, the persons named on the BLUE proxy card -- to whom proxies    
will have been granted -- will abstain from voting on such proposals unless such
proposals adversely affect the interests of the Group and/or the Nominees as    
determined by the Group in its sole discretion, in which event such persons will
have authority to vote on such proposals at their discretion.                   

PROXY PROCEDURES

IN ORDER FOR YOUR VIEWS TO BE REPRESENTED AT THE SPECIAL MEETING, PLEASE
MARK, SIGN, DATE AND RETURN THE ENCLOSED BLUE PROXY CARD AND RETURN IT TO NETSOL
SHAREHOLDERS GROUP, LLC IN THE ENCLOSED POSTAGE-PREPAID ENVELOPE. The           
accompanying BLUE proxy card will be voted at the Special Meeting in accordance 
with your instructions on such card.                                            

Only holders of record as of the close of business on the Record Date   
will be entitled to vote at the Special Meeting or any adjournments thereof. If 
you were a Stockholder of record on the Record Date, you will retain your voting
rights at the Special Meeting even if you sell such shares after the Record     
Date. Accordingly, it is important that you vote the shares held by you on the  
Record Date, or grant a proxy to vote such shares on the BLUE proxy card, even  
if you sell such shares after the Record Date.                                  

  On May 11, 2001, there were 11,731,440 shares of Common Stock outstanding.
Each share of Common Stock is entitled to one vote on the matters to be         
presented at the Special Meeting unless a Stockholder provides notice of his    
exercise of cumulative voting rights pursuant to NRS 78.360. To exercise his    
rights of cumulative voting, a Stockholder must give written notice to the      
President or Secretary of the Company that the Stockholder desires that the     
voting for the election of directors be cumulative. The notice must be given not
less than 48 hours before the time fixed for holding the Special Meeting, if    
notice of the Special Meeting has been given at least 10 days before the date of
the Special Meeting, and otherwise not less than 24 hours before the Special    
Meeting, as required under NRS Sections 78.360(1) and (2). A Stockholder may    
only exercise rights to cumulative voting with respect to the Proposal to elect 
the New Directors. A Stockholder exercising his cumulative voting rights is     
entitled to as many votes as equal the number of shares owned by that           
Stockholder multiplied by the number of directors to be elected and he may cast 
all of his votes for a single director or may distribute them among the number  
to be voted for or any two or more of them, as he may see fit.                  

  A majority of the votes entitled to be cast on matters to be considered at
the Special Meeting, present in person or by proxy, will constitute a quorum at 
the Special Meeting. If a share is represented for any purpose at the Special   
Meeting, it is deemed to be present for all other matters. Abstentions and      
broker nonvotes will be counted for purposes of determining the presence or     
absence of a quorum. "Broker nonvotes" are shares held by brokers or nominees   
which are present in person or represented by proxy, but which are not voted on 
a particular matter because instructions have not been received from the        
beneficial owner. The effect of broker nonvotes is not certain, because Nevada  
law does not specify whether they are considered shares entitled to vote for    
purposes of a contested proxy solicitation. With regard to actions taken at the 
Special Meeting, because the standards for approval of both Proposals are based 
on votes cast, nonvotes will be counted as a vote against the Proposals. With   
regard to action by written consent on both Proposals, which are based on a     
majority of the outstanding shares entitled to vote, a minority view holds that 
broker nonvotes are treated as represented at the meeting, and therefore have   
the effect of a vote cast against the Proposals. Another view holds that broker 
nonvotes reflect the withholding of power to vote, are therefore not shares     
entitled to vote, and as such will not influence the voting results. The        
majority view is that broker nonvotes are counted as shares entitled to vote but
not as votes cast, and as such are not considered in the calculation of the     
majority. The Group has not made a decision on which of the standards should    
apply here and will make such a decision, if necessary, at a subsequent time    
based upon the actual results of the voting. Because the Group believes that    
broker nonvotes or failure to return a signed BLUE proxy card may have the same 
effect as a vote against the Proposals, the Group urges each Stockholder to     
ensure that the record holder of his shares on the Record Date signs, dates and 
returns the enclosed BLUE proxy card as soon as possible.                       

Because the Group must receive consents from a majority of the Company's
outstanding shares in order for the Proposals to be adopted by written consent, 
broker nonvotes, abstentions or failure to return a signed GREEN consent card   
will have the same effect as a vote against both of the Proposals. The Group    
therefore urges each Stockholder to sign, date and return the enclosed GREEN    
consent card as soon as possible.                                               

 The effectiveness of electing any of the Nominees is conditioned upon the
approval of the Board Increase.                                                 

CONSENT INSTRUCTIONS

  Each Stockholder may elect to consent or withhold consent to each Proposal
by marking the "CONSENTS" or "WITHHOLDS CONSENT" box, as applicable, underneath 
each Proposal on the accompanying GREEN consent card and signing, dating and    
returning it promptly in the enclosed envelope. In addition, a Stockholder may  
withhold consent to the election of any individual Nominee by writing such      
person's name where indicated on the GREEN consent card. Cumulative voting is   
not available in the context of a consent action.                               

 If you execute a GREEN consent card but deliver the GREEN consent card to
the Company, the written consent will still be valid. However, the Group        
requests that if you inadvertently send your GREEN consent card to the Company, 
that a photocopy of the GREEN consent card also be delivered to the Group at:   
NetSol Shareholders Group, LLC c/o Innisfree M&A Incorporated, 501 Madison      
Avenue, 20th Floor, New York, NY 10022, Attn. Alan M. Miller -- so that the     
Group will be aware of your consent.                                            

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REVOCATION

A proxy may be revoked at any time the Secretary of the Company or the  
person appointed to count the votes of stockholders and determine the validity  
of proxies or ballots by submitting (i) a written, dated revocation of such     
proxy or (ii) a later dated proxy covering the same shares. Although a          
revocation or later dated proxy delivered only to the Company will be effective 
to revoke a previously executed proxy, the Group requests that if a revocation  
or later dated proxy is delivered to the Company, a photocopy of the revocation 
or later dated proxy also be delivered to the Group at: NetSol Shareholders     
Group, LLC, c/o Innisfree M&A Incorporated, 501 Madison Avenue, 20th Floor, New 
York, NY 10022, Attn. Alan M. Miller-- so that the Group will be aware of such  
revocation.                                                                     

A Stockholder's valid revocation of a proxy will not constitute a valid 
revocation of such Stockholder's executed consent.                              

    Nevada law does not provide for the revocation of executed written consents.
Although NRS 78.355(4) provides for the revocation of proxies, there is no      
comparable statute for the revocation of consents. The Group believes that      
incumbent management's contention that consents may be revoked is erroneous. If 
incumbent management receives sufficient revocation of consent cards to         
purportedly prevent the approval of the Proposals, the Group intends to         
challenge the effectiveness of such revocations.                                

SOLICITATION OF PROXIES AND CONSENTS

Solicitation of proxies and consents shall be made only by the Group.   

The Group has retained Innisfree M&A Incorporated (the "Solicitor") to  
conduct the solicitation, for which the Solicitor is to receive a fee not to    
exceed $65,000, which consists of (i) a non-refundable retainer of $25,000,     
which was payable upon execution of the retainer agreement; (ii) an additional  
payment of $25,000, payable upon the mailing of the Group's definitive proxy    
materials; and (iii) an additional payment of $15,000, payable upon the         
occurrence of either the election of the Nominees to the Board or a negotiated  
settlement under which the Group is reimbursed for its expenses. In addition,   
the Solicitor will be reimbursed for its reasonable out-of-pocket expenses. The 
Group has agreed to indemnify the Solicitor against certain liabilities and     
expenses, including liabilities under federal securities laws. Proxies and      
consents may be solicited by mail, courier services, advertising, telephone,    
telecopier or in person. It is anticipated that the Solicitor will employ       
approximately 30 persons to solicit Stockholders for the proxies and written    
consents.                                                                       

Costs related to the solicitation of proxies and consents, including    
expenditures for attorneys, accountants, public relations and financial         
advisers, proxy solicitors, payments to nominees, advertising, printing,        
transportation and related expenses and filing fees, will be borne by the Group.
To date, the Group has incurred $25,000 for the solicitor and approximately     
$150,000 in legal fees related to the solicitation. Such costs are expected to  
be approximately $250,000 in total. The Group intends to seek reimbursement for 
the costs and expenses associated with the proxy solicitation in the event that 
the Board Increase is approved and the Nominees are elected as the New          
Directors, but do not intend to submit the issue of reimbursement to a vote of  
security holders.                                                               

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 CERTAIN INFORMATION REGARDING

NETSOL SHAREHOLDERS GROUP, LLC

On April 25, 2001, certain Stockholders determined that they were not   
satisfied with current management of the Company and agreed to form a group for 
the purpose of exploring available options to maximize stockholder value. As of 
the date thereof, the Group was formed as a Nevada limited liability company, in
order to facilitate their activities. The business address of the Group is 6    
Chanticlare, Manhasset, New York, 11030. The Group Members have agreed to the   
joint reporting of their beneficial ownership of Common Stock and the joint     
filing of a statement on Schedule 13D, including amendments thereto, with the   
SEC with respect to the Common Stock. On April 27, 2001 an amendment to the     
Schedule 13D was filed on behalf of the Group, pursuant to which a reference was
made to the Preliminary Proxy Statement (Schedule 14A) filed by the Group with  
the SEC on April 27, 2001, a copy of the Preliminary Proxy Statement was        
attached as Exhibit 2, and the share ownerships of BW Master Fund and Blue Water
Partners II, L.P. were corrected. On May 9, 2001, another amendment to the      
Schedule 13D was filed, pursuant to which a reference was made to the Group's   
Amended Preliminary Proxy Statement. The Harmans withdrew from the Group and a  
copy of the Stock Option Agreement with Netgateway was attached as an Exhibit.  

  All transactions in the securities of the Company effected within the past
two years by the Group, each of the Group Members and their affiliates are      
contained in Appendix I.                                                        

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 CERTAIN INFORMATION REGARDING

ARRANGEMENTS/UNDERSTANDINGS WITH

RESPECT TO SECURITIES OF THE COMPANY

As set forth above, the Group Members have entered into the Joint Filing
Agreement pursuant to which they have agreed to the joint filing with the SEC of
a statement on Schedule 13D, including amendments, reporting their joint        
beneficial ownership of Common Stock. Accordingly, the Group Members may be     
deemed to constitute a "group" for the purposes of Section 13(d) of the         
Securities Act of 1933, as amended.                                             

    Certain Group Members entered into a Stock Option Agreement with Netgateway,
on April 25, 2001, pursuant to which such Group Members have granted Netgateway 
an irrevocable 45-day option to purchase a total of up to 300,000 shares of the 
Common Stock at an exercise price of $3.80 per share. Under the Stock Option    
Agreement, Netgateway has granted to such Group Members an irrevocable 45-day   
option to purchase a total of up to 300,000 shares of the common stock of       
Netgateway at an exercise price of $0.356 per share. On April 25, 2001, the date
that the Stock Option Agreement was executed, the closing sales price for shares
of Common Stock was $5.27 per share and the five-day trailing average price was 
$3.80 per share, and the closing sales price for shares of common stock of      
Netgateway was $0.41 per share and the five-day trailing average price was      
$0.356 per share.                                                               

ADDITIONAL INFORMATION

Certain information regarding the securities of the Company held by the 
Company's Directors, Nominees, management and 5% Stockholders is contained in   
the Company's Proxy Statement and is incorporated herein by reference.          
Information concerning the date by which proposals of security holders intended 
to be presented at the next annual meeting of Stockholders of the Company must  
be received by the Company for inclusion in the Company's Proxy Statement and   
form of proxy for that meeting is also contained in the Company's Proxy         
Statement and is incorporated herein by reference.                              

   The Group assumes no responsibility for the accuracy or completeness of any
information contained herein which is based on the Company's Proxy Statement.   

                NETSOL SHAREHOLDERS GROUP, LLC

                   By:  Blue Water Master Fund, L.P.
      Its: Managing Member

                            By:  Blue Water Partners, L.L.C.
                Its: General Partner

                               By:  JDI Management Corp.
                    Its: Principal

                            /s/ Jonathan D. Iseson
                                         -----------------------------------
                             By:  Jonathan D. Iseson
                    Its: Principal

Date: June 7, 2001                                                              

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                                                                    APPENDIX I

SUPPLEMENTAL NOMINEE AND OTHER INFORMATION

Set forth below is (a) the name and business address of each of the     
participants and their associates in the solicitation made pursuant to this     
Proxy Statement, and (b) the dates, types and amounts of each participant's     
purchases and sales of the Company's debt and equity securities within the past 
two years.                                                                      

The number of shares of Common Stock beneficially owned and percentage  
beneficial ownership of each of the Nominees as of the date of this Proxy and   
Consent Statement are as follows:                                               

                                                                [Download Table]

                                  SHARES BENEFICIALLY                  
NAME AND BUSINESS                 OWNED (DIRECTLY OR                   
ADDRESS OF PARTICIPANT               INDIRECTLY)(1)       PERCENTAGE(2)
------------------------------    ------------------      -------------
                                                                       
NetSol Shareholders Group, LLC            1,000                 *      
6 Chanticlare                                                          
Manhasset, NY 11030                                                    

Blue Water Master Fund, L.P.***       2,175,200              18.5%     
Kaya Flamboyan 9                                                       
Curacao, Netherland Antilles                                           

Blue Water Partners II, L.P.***         277,400               2.4%     
6 Chanticlare                                                          
Manhasset, NY 11030                                                    

PSM International, Limited****          100,000               0.9%     
The Old Rectory                                                        
Tot Hill, Alfoed Links                                                 
United Kingdom                                                         

Dr. Henry Vogel                         463,240               4.0%     
143 Maple Avenue                                                       
Cedarhurst, NY 11516                                                   

Jonathan Iseson***                       32,000               0.3%     
6 Chanticlare                                                          
Manhasset, NY 11030                                                    

Gregory Martin                             None                --      
1992 Rosemary Place                                                    
Costa Mesa, CA 92627                                                   

Peter Sollenne                             None                --      
3450 Deer Ridge Drive                                                  
Danville, CA 94506                                                     

Timothy Moynagh                            None                --      
4100 East Third Avenue                                                 
Mailstop FC1-5                                                         
Foster City, CA 94404                                                  

Eddy Raymond Maria Verresen              14,000               0.1%     
Priesteragiestraat 2                                                   
9130 Verrebroek, Belgium                                               

Shelly Singhal                             None                --      
1915 Galatea Terrace                                                   
Corona del Mar, CA 92625                                               

Donald Danks(3)                            None                --      
2333 East Coast Highway                                                
Suite D                                                                
Corona del Mar, CA 92625                                               
        TOTAL:                                               26.0%**   

-------                                                                         
*    Less than 0.01%                                                            

**   The numbers do not add to 26.0% due to rounding.                           

***  Blue Water Partners, L.L.C., is the investment manager, and exercise sole  
voting and dispositive power, over Blue Water Master Fund, L.P. and Blue Water  
Partners II, L.P. Jonathan Iseson is the sole owner of Blue Water Partners,     
L.L.C., as a result Mr. Iseson exercises sole voting and dispositive power over 
the portfolios owned by Blue Water Master Fund, L.P. and Blue Water Partners II,
L.P.                                                                            

**** Graeme Glew is the Managing Director of PSM International, Limited, and as 
a result exercises sole voting and dispositive power of the shares owned by PSM 
International, Limited.                                                         

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(1) Beneficial ownership is determined in accordance with the rules of the      
Securities and Exchange Commission and generally includes voting or investment  
power with respect to securities. Shares of Common Stock subject to stock       
options and warrants currently exercisable or exercisable within 60 days are    
deemed outstanding for purposes of computing the percentage ownership of the    
person holding the options and the percentage ownership of any group of which   
the holder is a member, but are not deemed outstanding for computing the        
percentage ownership of any other person. Except as indicated by footnote, and  
subject to community property laws where applicable, the persons named in the   
table have sole voting and investment power with respect to all shares of Common
Stock shown as beneficially owned by them.                                      

(2) Calculated based on Company's Quarterly Report filed on Form 10-QSB on May  
15, 2001, for the period ending March 31, 2001.                                 

    The dates, types and amount of each participant's purchases and sales of the
Company's debt and equity securities within the past two years are as follows:  

NetSol Shareholders Group, LLC
 6 Chanticlare
 Manhasset, New York 11030

                                                                [Download Table]

                                     DATE OF        NO. OF SHARES   NO. OF SHARES
NAME                               TRANSACTION        PURCHASED         SOLD     
----                            ----------------  ----------------  -------------
                                                                                 
NetSol Shareholders Group, LLC           5/10/01           100                   
NetSol Shareholders Group, LLC           5/11/01           250                   
NetSol Shareholders Group, LLC           5/11/01           650                   

BLUE WATER MASTER FUND, L.P.
 c/o Citco Fund Services
Kaya Flamboyan 9
Curacao, Netherland Antilles

                                                                [Download Table]

                                  DATE OF        NO. OF SHARES   NO. OF SHARES
NAME                            TRANSACTION        PURCHASED         SOLD     
----                         ----------------  ----------------  -------------
                                                                              
Blue Water Master Fund, L.P.        6/2/99             1,000                  
Blue Water Master Fund, L.P.        6/3/99            23,500                  
Blue Water Master Fund, L.P.        6/7/99             1,000                  
Blue Water Master Fund, L.P.        6/9/99                              2,000 
Blue Water Master Fund, L.P.       6/15/99             1,000                  
Blue Water Master Fund, L.P.       6/18/99                              1,000 
Blue Water Master Fund, L.P.       6/23/99             2,500                  
Blue Water Master Fund, L.P.       6/24/99             9,000                  
Blue Water Master Fund, L.P.       6/30/99            15,000                  
Blue Water Master Fund, L.P.        7/6/99             3,500                  
Blue Water Master Fund, L.P.        7/7/99             1,000                  
Blue Water Master Fund, L.P.        7/8/99                              4,500 
Blue Water Master Fund, L.P.        7/9/99                              2,500 
Blue Water Master Fund, L.P.       7/12/99                             10,500 
Blue Water Master Fund, L.P.       7/15/99            22,000            2,500 
Blue Water Master Fund, L.P.       7/16/99             6,000            5,000 
Blue Water Master Fund, L.P.       7/19/99             5,100                  
Blue Water Master Fund, L.P.       7/20/99            10,000                  
Blue Water Master Fund, L.P.       7/21/99             5,000                  
Blue Water Master Fund, L.P.       7/21/99            13,400                  
Blue Water Master Fund, L.P.       7/22/99             5,000                  
Blue Water Master Fund, L.P.       7/23/99             1,000                  
Blue Water Master Fund, L.P.       7/26/99             3,000                  
Blue Water Master Fund, L.P.       7/26/99               500                  
Blue Water Master Fund, L.P.       7/27/99            65,000                  


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                                                                [Download Table]

                                  DATE OF        NO. OF SHARES   NO. OF SHARES
NAME                            TRANSACTION        PURCHASED         SOLD     
----                         ----------------  ----------------  -------------
                                                                              
Blue Water Master Fund, L.P.       7/27/99            33,500                  
Blue Water Master Fund, L.P.       7/27/99            10,000                  
Blue Water Master Fund, L.P.       7/28/99             8,000                  
Blue Water Master Fund, L.P.       7/28/99            18,500                  
Blue Water Master Fund, L.P.       7/28/99            11,000                  
Blue Water Master Fund, L.P.       7/29/99               500                  
Blue Water Master Fund, L.P.       7/29/99             6,000                  
Blue Water Master Fund, L.P.       7/29/99             5,000                  
Blue Water Master Fund, L.P.       7/30/99             5,700                  
Blue Water Master Fund, L.P.        8/2/99               500                  
Blue Water Master Fund, L.P.        8/2/99               500                  
Blue Water Master Fund, L.P.        8/2/99            16,000                  
Blue Water Master Fund, L.P.        8/2/99             4,000                  
Blue Water Master Fund, L.P.        8/3/99             5,000                  
Blue Water Master Fund, L.P.        8/3/99             2,500                  
Blue Water Master Fund, L.P.        8/4/99             1,700                  
Blue Water Master Fund, L.P.        8/4/99             1,500                  
Blue Water Master Fund, L.P.        8/4/99             7,500                  
Blue Water Master Fund, L.P.        8/5/99            22,500                  
Blue Water Master Fund, L.P.        8/5/99            35,000                  
Blue Water Master Fund, L.P.        8/6/99            15,000                  
Blue Water Master Fund, L.P.        8/6/99             1,000                  
Blue Water Master Fund, L.P.       8/10/99            10,000                  
Blue Water Master Fund, L.P.       8/10/99             5,000                  
Blue Water Master Fund, L.P.       8/11/99             2,100                  
Blue Water Master Fund, L.P.       8/12/99                              5,000 
Blue Water Master Fund, L.P.       8/12/99                              1,500 
Blue Water Master Fund, L.P.       8/12/99                                500 
Blue Water Master Fund, L.P.       8/12/99                                500 
Blue Water Master Fund, L.P.       8/12/99                              5,000 
Blue Water Master Fund, L.P.       8/12/99                              2,500 
Blue Water Master Fund, L.P.       8/13/99            19,200                  
Blue Water Master Fund, L.P.       8/17/99               500                  
Blue Water Master Fund, L.P.       8/18/99            25,000                  
Blue Water Master Fund, L.P.       8/19/99             7,500                  
Blue Water Master Fund, L.P.       8/20/99             5,000                  
Blue Water Master Fund, L.P.       8/20/99             8,000                  
Blue Water Master Fund, L.P.       8/23/99             4,200                  
Blue Water Master Fund, L.P.       8/23/99                             10,000 
Blue Water Master Fund, L.P.       8/24/99            12,500                  
Blue Water Master Fund, L.P.       8/24/99             5,500                  
Blue Water Master Fund, L.P.       8/26/99            22,500                  
Blue Water Master Fund, L.P.       8/30/99             7,500                  
Blue Water Master Fund, L.P.       8/31/99            20,000                  
Blue Water Master Fund, L.P.        9/8/99             3,000                  
Blue Water Master Fund, L.P.        9/9/99             1,000                  
Blue Water Master Fund, L.P.       9/10/99             5,000                  
Blue Water Master Fund, L.P.       9/10/99               500                  
Blue Water Master Fund, L.P.       9/13/99               500                  
Blue Water Master Fund, L.P.       9/14/99            13,000                  
Blue Water Master Fund, L.P.       8/25/99                             30,000 
Blue Water Master Fund, L.P.       8/25/99                              1,000 
Blue Water Master Fund, L.P.       8/27/99                              5,000 
Blue Water Master Fund, L.P.        9/1/99            10,000                  
Blue Water Master Fund, L.P.       9/10/99                             10,000 
Blue Water Master Fund, L.P.       9/15/99            10,000                  
Blue Water Master Fund, L.P.       9/15/99             4,000                  
Blue Water Master Fund, L.P.       9/16/99             7,000                  

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                                                                [Download Table]

                                  DATE OF        NO. OF SHARES   NO. OF SHARES
NAME                            TRANSACTION        PURCHASED         SOLD     
----                         ----------------  ----------------  -------------
                                                                              
Blue Water Master Fund, L.P.       9/17/99             7,500                  
Blue Water Master Fund, L.P.       9/17/99            13,200                  
Blue Water Master Fund, L.P.       9/17/99             6,500                  
Blue Water Master Fund, L.P.       9/21/99             4,500                  
Blue Water Master Fund, L.P.       9/22/99             2,000                  
Blue Water Master Fund, L.P.       9/22/99                              2,500 
Blue Water Master Fund, L.P.       9/23/99             5,000                  
Blue Water Master Fund, L.P.       9/24/99            10,000                  
Blue Water Master Fund, L.P.       9/24/99                              2,500 
Blue Water Master Fund, L.P.       9/28/99            25,000                  
Blue Water Master Fund, L.P.       10/4/99             9,000                  
Blue Water Master Fund, L.P.       10/4/99            35,000                  
Blue Water Master Fund, L.P.       10/5/99            10,000                  
Blue Water Master Fund, L.P.       10/6/99            10,000                  
Blue Water Master Fund, L.P.       10/6/99            10,000                  
Blue Water Master Fund, L.P.       10/7/99             7,500                  
Blue Water Master Fund, L.P.       10/8/99             8,000                  
Blue Water Master Fund, L.P.       10/8/99             2,500                  
Blue Water Master Fund, L.P.      10/11/99             1,000                  
Blue Water Master Fund, L.P.      10/11/99                              4,000 
Blue Water Master Fund, L.P.      10/12/99            15,700                  
Blue Water Master Fund, L.P.      10/14/99             1,000                  
Blue Water Master Fund, L.P.      10/15/99             5,000                  
Blue Water Master Fund, L.P.      10/15/99             5,000                  
Blue Water Master Fund, L.P.      10/19/99            10,000                  
Blue Water Master Fund, L.P.      10/19/99             3,500                  
Blue Water Master Fund, L.P.      10/20/99                              5,000 
Blue Water Master Fund, L.P.      10/21/99                              5,000 
Blue Water Master Fund, L.P.      10/22/99            12,000                  
Blue Water Master Fund, L.P.      10/27/99            15,000                  
Blue Water Master Fund, L.P.      10/28/99            10,000                  
Blue Water Master Fund, L.P.      10/29/99            30,000                  
Blue Water Master Fund, L.P.       11/1/99             7,500                  
Blue Water Master Fund, L.P.       11/2/99            10,000                  
Blue Water Master Fund, L.P.       11/2/99            10,000                  
Blue Water Master Fund, L.P.       11/3/99            10,000                  
Blue Water Master Fund, L.P.       11/4/99            11,500                  
Blue Water Master Fund, L.P.       11/5/99             2,500                  
Blue Water Master Fund, L.P.       11/5/99             1,000                  
Blue Water Master Fund, L.P.       11/8/99             8,000                  
Blue Water Master Fund, L.P.       11/9/99             4,000                  
Blue Water Master Fund, L.P.      11/11/99               500                  
Blue Water Master Fund, L.P.      11/15/99             9,500                  
Blue Water Master Fund, L.P.      11/16/99             2,500                  
Blue Water Master Fund, L.P.      11/18/99             7,500                  
Blue Water Master Fund, L.P.      11/18/99             2,500                  
Blue Water Master Fund, L.P.      11/19/99             2,500                  
Blue Water Master Fund, L.P.      11/19/99             1,000                  
Blue Water Master Fund, L.P.      11/19/99             6,500                  
Blue Water Master Fund, L.P.      11/22/99             8,000                  
Blue Water Master Fund, L.P.      11/23/99             1,000                  
Blue Water Master Fund, L.P.      11/23/99             2,500                  
Blue Water Master Fund, L.P.      11/24/99             8,500                  
Blue Water Master Fund, L.P.      11/24/99                              3,000 
Blue Water Master Fund, L.P.      11/30/99            20,000                  
Blue Water Master Fund, L.P.      11/30/99             2,500                  
Blue Water Master Fund, L.P.       12/1/99               500                  
Blue Water Master Fund, L.P.       12/2/99               500                  


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                                                                [Download Table]

                                  DATE OF        NO. OF SHARES   NO. OF SHARES
NAME                            TRANSACTION        PURCHASED         SOLD     
----                         ----------------  ----------------  -------------
                                                                              
Blue Water Master Fund, L.P.       12/2/99             8,000                  
Blue Water Master Fund, L.P.       12/2/99                              3,500 
Blue Water Master Fund, L.P.       12/3/99             1,000                  
Blue Water Master Fund, L.P.       12/3/99                              2,500 
Blue Water Master Fund, L.P.       12/6/99               500                  
Blue Water Master Fund, L.P.       12/6/99                             10,000 
Blue Water Master Fund, L.P.       12/7/99               200                  
Blue Water Master Fund, L.P.       12/9/99                             10,500 
Blue Water Master Fund, L.P.      12/10/99             2,500                  
Blue Water Master Fund, L.P.      12/10/99             5,000                  
Blue Water Master Fund, L.P.      12/10/99                             17,000 
Blue Water Master Fund, L.P.      12/13/99            27,000                  
Blue Water Master Fund, L.P.      12/14/99             2,500                  
Blue Water Master Fund, L.P.      12/14/99                              5,400 
Blue Water Master Fund, L.P.      12/16/99             7,000                  
Blue Water Master Fund, L.P.      12/17/99                             12,000 
Blue Water Master Fund, L.P.      12/20/99                              4,000 
Blue Water Master Fund, L.P.      12/21/99                             21,500 
Blue Water Master Fund, L.P.      12/22/99                              8,000 
Blue Water Master Fund, L.P.      12/22/99                             10,000 
Blue Water Master Fund, L.P.      12/22/99                              8,000 
Blue Water Master Fund, L.P.      12/22/99                              2,500 
Blue Water Master Fund, L.P.      12/22/99                              3,000 
Blue Water Master Fund, L.P.      12/22/99                              5,000 
Blue Water Master Fund, L.P.      12/22/99                              8,500 
Blue Water Master Fund, L.P.      12/22/99                              8,500 
Blue Water Master Fund, L.P.      12/23/99               500                  
Blue Water Master Fund, L.P.      12/27/99            10,000                  
Blue Water Master Fund, L.P.      12/27/99             1,000                  
Blue Water Master Fund, L.P.      12/28/99            14,000                  
Blue Water Master Fund, L.P.      12/28/99            30,000                  
Blue Water Master Fund, L.P.      12/28/99               600                  
Blue Water Master Fund, L.P.      12/28/99             4,700                  
Blue Water Master Fund, L.P.      12/29/99            10,000                  
Blue Water Master Fund, L.P.      12/30/99            17,000                  
Blue Water Master Fund, L.P.      12/30/99                              5,000 
Blue Water Master Fund, L.P.      12/31/99             5,000                  
Blue Water Master Fund, L.P.      12/31/99             2,100                  
Blue Water Master Fund, L.P.        1/3/00            17,500                  
Blue Water Master Fund, L.P.        1/3/00             8,900                  
Blue Water Master Fund, L.P.        1/4/00            30,000                  
Blue Water Master Fund, L.P.        1/5/00            10,000                  
Blue Water Master Fund, L.P.        1/7/00            38,300                  
Blue Water Master Fund, L.P.        1/7/00            34,000                  
Blue Water Master Fund, L.P.        1/7/00             4,700                  
Blue Water Master Fund, L.P.       1/10/00            13,000                  
Blue Water Master Fund, L.P.       1/10/00             2,500                  
Blue Water Master Fund, L.P.       1/10/00            65,000                  
Blue Water Master Fund, L.P.       1/11/00            16,000                  
Blue Water Master Fund, L.P.       1/12/00            23,000                  
Blue Water Master Fund, L.P.       1/14/00             6,100                  
Blue Water Master Fund, L.P.       1/18/00            18,000                  
Blue Water Master Fund, L.P.       1/19/00            20,000                  
Blue Water Master Fund, L.P.       1/19/00            31,100                  
Blue Water Master Fund, L.P.       1/20/00             8,900                  
Blue Water Master Fund, L.P.       1/20/00            11,500                  
Blue Water Master Fund, L.P.       1/21/00            21,000                  
Blue Water Master Fund, L.P.       1/25/00             9,000                  

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                                                                [Download Table]

                                  DATE OF        NO. OF SHARES   NO. OF SHARES
NAME                            TRANSACTION        PURCHASED         SOLD     
----                         ----------------  ----------------  -------------
                                                                              
Blue Water Master Fund, L.P.       1/25/00            15,000                  
Blue Water Master Fund, L.P.       1/26/00             4,000                  
Blue Water Master Fund, L.P.       1/27/00            17,800                  
Blue Water Master Fund, L.P.       1/27/00             2,000                  
Blue Water Master Fund, L.P.       1/27/00             5,500                  
Blue Water Master Fund, L.P.       1/27/00             3,500                  
Blue Water Master Fund, L.P.       1/27/00            12,000                  
Blue Water Master Fund, L.P.       1/31/00             9,000                  
Blue Water Master Fund, L.P.        2/1/00            34,000                  
Blue Water Master Fund, L.P.        2/2/00             7,200                  
Blue Water Master Fund, L.P.        2/2/00            11,000                  
Blue Water Master Fund, L.P.        2/3/00            25,000                  
Blue Water Master Fund, L.P.        2/4/00             1,800                  
Blue Water Master Fund, L.P.        2/7/00                              4,400 
Blue Water Master Fund, L.P.        2/8/00            12,500                  
Blue Water Master Fund, L.P.        2/8/00             3,500                  
Blue Water Master Fund, L.P.        2/9/00            12,000                  
Blue Water Master Fund, L.P.       2/10/00                              5,300 
Blue Water Master Fund, L.P.       2/11/00                             14,700 
Blue Water Master Fund, L.P.       2/11/00                             27,800 
Blue Water Master Fund, L.P.       2/14/00             2,500                  
Blue Water Master Fund, L.P.       2/15/00             1,000                  
Blue Water Master Fund, L.P.       2/15/00            20,000                  
Blue Water Master Fund, L.P.       2/16/00             2,000                  
Blue Water Master Fund, L.P.       2/16/00            10,000                  
Blue Water Master Fund, L.P.       2/16/00                              5,000 
Blue Water Master Fund, L.P.       2/17/00             2,000                  
Blue Water Master Fund, L.P.       2/18/00             8,900                  
Blue Water Master Fund, L.P.        4/4/00            31,000                  
Blue Water Master Fund, L.P.        4/4/00            16,000                  
Blue Water Master Fund, L.P.        4/4/00            22,000                  
Blue Water Master Fund, L.P.        4/5/00            14,000                  
Blue Water Master Fund, L.P.        4/5/00             7,500                  
Blue Water Master Fund, L.P.        4/5/00            21,000                  
Blue Water Master Fund, L.P.        4/5/00             2,500                  
Blue Water Master Fund, L.P.        4/7/00             3,500                  
Blue Water Master Fund, L.P.       4/10/00             7,600                  
Blue Water Master Fund, L.P.       4/11/00            10,000                  
Blue Water Master Fund, L.P.       4/24/00            15,000                  
Blue Water Master Fund, L.P.       4/24/00             8,000                  
Blue Water Master Fund, L.P.       4/25/00            15,000                  
Blue Water Master Fund, L.P.       4/25/00            15,000                  
Blue Water Master Fund, L.P.       4/25/00             8,000                  
Blue Water Master Fund, L.P.       4/25/00             8,200                  
Blue Water Master Fund, L.P.       4/26/00             8,900                  
Blue Water Master Fund, L.P.       4/26/00            17,000                  
Blue Water Master Fund, L.P.       4/27/00            18,500                  
Blue Water Master Fund, L.P.       4/27/00             9,500                  
Blue Water Master Fund, L.P.       4/27/00            23,000                  
Blue Water Master Fund, L.P.       4/28/00            30,000                  
Blue Water Master Fund, L.P.       4/28/00             7,000                  
Blue Water Master Fund, L.P.       4/28/00             3,500                  
Blue Water Master Fund, L.P.       4/28/00            15,000                  
Blue Water Master Fund, L.P.        5/3/00             2,500                  
Blue Water Master Fund, L.P.        5/3/00            28,400                  
Blue Water Master Fund, L.P.        5/4/00            48,700                  
Blue Water Master Fund, L.P.        5/5/00           148,100                  
Blue Water Master Fund, L.P.        5/8/00            72,900                  


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                                                                [Download Table]

                                  DATE OF        NO. OF SHARES   NO. OF SHARES
NAME                            TRANSACTION        PURCHASED         SOLD     
----                         ----------------  ----------------  -------------
                                                                              
Blue Water Master Fund, L.P.        5/8/00             5,000                  
Blue Water Master Fund, L.P.        5/9/00            29,200                  

BLUE WATER PARTNERS II, L.P.
 6 CHANTICLARE
 MANHASSET, NEW YORK 11030

                                                                [Download Table]

                                  DATE OF        NO. OF SHARES   NO. OF SHARES
NAME                            TRANSACTION        PURCHASED         SOLD     
----                         ----------------  ----------------  -------------
                                                                              
Blue Water Partners II, L.P.     1/6/00             16,700                    
Blue Water Partners II, L.P.     1/7/00              5,700                    
Blue Water Partners II, L.P.     1/7/00              5,000                    
Blue Water Partners II, L.P.     1/7/00              1,200                    
Blue Water Partners II, L.P.    1/10/00              8,000                    
Blue Water Partners II, L.P.    1/10/00              2,000                    
Blue Water Partners II, L.P.    1/11/00              2,000                    
Blue Water Partners II, L.P.    1/12/00              2,000                    
Blue Water Partners II, L.P.    1/14/00             48,900                    
Blue Water Partners II, L.P.    1/18/00              2,000                    
Blue Water Partners II, L.P.    1/19/00              3,000                    
Blue Water Partners II, L.P.    1/19/00                900                    
Blue Water Partners II, L.P.    1/20/00                500                    
Blue Water Partners II, L.P.    1/20/00              1,100                    
Blue Water Partners II, L.P.    1/25/00              2,000                    
Blue Water Partners II, L.P.    1/26/00              5,000                    
Blue Water Partners II, L.P.    1/27/00                500                    
Blue Water Partners II, L.P.    1/27/00                500                    
Blue Water Partners II, L.P.    1/27/00              2,200                    
Blue Water Partners II, L.P.    1/28/00             35,000                    
Blue Water Partners II, L.P.     2/1/00              1,000                    
Blue Water Partners II, L.P.     2/2/00                800                    
Blue Water Partners II, L.P.     2/2/00              1,000                    
Blue Water Partners II, L.P.     2/3/00              4,000                    
Blue Water Partners II, L.P.     2/4/00                200                    
Blue Water Partners II, L.P.     2/9/00              1,500                    
Blue Water Partners II, L.P.     2/9/00              2,500                    
Blue Water Partners II, L.P.    2/10/00              3,000                    
Blue Water Partners II, L.P.    2/11/00              1,000                    
Blue Water Partners II, L.P.    2/11/00                               5,000   
Blue Water Partners II, L.P.    2/14/00              2,500                    
Blue Water Partners II, L.P.    2/15/00              1,500                    
Blue Water Partners II, L.P.    2/15/00             15,000                    
Blue Water Partners II, L.P.    2/16/00              3,000                    
Blue Water Partners II, L.P.    2/16/00                500                    
Blue Water Partners II, L.P.    2/17/00                500                    
Blue Water Partners II, L.P.    2/18/00              1,100                    
Blue Water Partners II, L.P.    2/24/00             56,200                    
Blue Water Partners II, L.P.    2/25/00              5,600                    
Blue Water Partners II, L.P.    2/28/00              9,500                    
Blue Water Partners II, L.P.    2/29/00              7,500                    
Blue Water Partners II, L.P.    3/14/00              6,000                    
Blue Water Partners II, L.P.    3/15/00              2,500                    
Blue Water Partners II, L.P.    3/15/00              7,000                    
Blue Water Partners II, L.P.    3/16/00              2,300                    
Blue Water Partners II, L.P.    3/17/00              5,000                    
Blue Water Partners II, L.P.    3/21/00             13,000                    
Blue Water Partners II, L.P.    3/21/00              2,500                    
Blue Water Partners II, L.P.    3/21/00              3,500                    

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                                                                [Download Table]

                                  DATE OF        NO. OF SHARES   NO. OF SHARES
NAME                            TRANSACTION        PURCHASED         SOLD     
----                         ----------------  ----------------  -------------
                                                                              
Blue Water Partners II, L.P.    3/22/00              7,500                    
Blue Water Partners II, L.P.    3/27/00              6,500                    
Blue Water Partners II, L.P.    3/29/00              4,000                    
Blue Water Partners II, L.P.    3/29/00              6,000                    
Blue Water Partners II, L.P.    3/30/00              8,500                    
Blue Water Partners II, L.P.     4/4/00              4,000                    
Blue Water Partners II, L.P.     4/4/00              2,000                    
Blue Water Partners II, L.P.    4/26/00              1,100                    
Blue Water Partners II, L.P.    4/27/00              2,000                    

 Jonathan Iseson
 6 Chanticlare
 Manhasset, New York 11030

                                                                [Download Table]

                      DATE OF        NO. OF SHARES   NO. OF SHARES
NAME                TRANSACTION        PURCHASED         SOLD     
----             ----------------  ----------------  -------------
                                                                  
Jonathan Iseson      4/24/01            32,000                    

 Eddy Raymond Maria Verresen
Priesteragiestraat 2
9130 Verrebroek, Belgium

                                                                [Download Table]

                                  DATE OF        NO. OF SHARES   NO. OF SHARES
NAME                            TRANSACTION        PURCHASED         SOLD     
----                         ----------------  ----------------  -------------
                                                                              
Eddy Raymond Maria Verresen        10/20/00          1,300                    
Eddy Raymond Maria Verresen        10/20/00          2,500                    
Eddy Raymond Maria Verresen        10/23/00            400                    
Eddy Raymond Maria Verresen        10/24/00            800                    
Eddy Raymond Maria Verresen        11/15/00                          2,000    
Eddy Raymond Maria Verresen          2/8/01          1,000                    
Eddy Raymond Maria Verresen          3/5/01          2,500                    
Eddy Raymond Maria Verresen          3/5/01          2,500                    
Eddy Raymond Maria Verresen         3/19/01          3,500                    
Eddy Raymond Maria Verresen         3/20/01          1,500                    

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 WRITTEN CONSENT

NETSOL INTERNATIONAL, INC.

CONSENT IN LIEU OF SPECIAL MEETING OF STOCKHOLDERS

 THIS WRITTEN CONSENT IS SOLICITED BY NETSOL SHAREHOLDERS GROUP, LLC

 Unless otherwise specified below, the undersigned hereby, with respect to
all shares of common stock of NetSol International, Inc. (the "Company") which  
the undersigned may be entitled to vote, hereby consents with respect to all of 
the shares of common stock which the undersigned is entitled to vote, to the    
taking of the following actions (each a "Proposal") without a meeting of        
stockholders of the Company:                                                    

IF YOU SIGN, DATE AND RETURN THIS GREEN CONSENT CARD WITHOUT INDICATING YOUR    
VOTE ON ONE OR MORE OF THE FOLLOWING PROPOSALS, YOU WILL BE DEEMED TO HAVE      
CONSENTED WITH RESPECT TO SUCH PROPOSALS.                                       

    Netsol Shareholders Group, LLC (the "Group"), recommends that you consent to
all of the following actions.                                                   

PROPOSAL 1 -- AMENDMENT OF BYLAWS (BOARD INCREASE)                              

RESOLVED, that the first sentence of Article II, Section 2 of the Bylaws be, and
it hereby is, amended and restated, to read in its entirety as follows:         

   "Section 2. NUMBER AND QUALIFICATION OF DIRECTORS. The authorized number of
directors of the Company shall be not less than three (3) nor more than 
  fifteen (15) and the exact number of directors shall be fifteen (15) until
 changed, within the limits specified above, by a resolution amending such
exact number, duly adopted by the Board of Directors or by the          
stockholders."                                                          

THE GROUP RECOMMENDS CONSENT FOR THE BOARD INCREASE                             
------------------------------------------------------------------------------- 

[ ] CONSENT                                         [ ] CONSENT WITHHELD

PROPOSAL 2 -- ELECTION OF NOMINEES                                              

RESOLVED, that the following persons be, and they hereby are, elected as        
directors of the Company to serve until resignation or until their successors   
are elected and shall qualify:                                                  

  1  Jonathan Iseson        4.  Timothy Moynagh                 7.  Donald Danks
2. Gregory Martin         5.  Eddy Raymond Maria Verresen                   
3. Peter Sollenne         6.  Shelly Singhal                                

THE GROUP RECOMMENDS CONSENT FOR THE NOMINEES                                   
------------------------------------------------------------------------------- 

[ ] CONSENT                                         [ ] CONSENT WITHHELD

This Written Consent may be executed in counterparts.                   

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IN WITNESS WHEREOF, the undersigned have executed this Written Consent.         

When shares are held by joint tenants, both should sign. When signing as        
attorney-in-fact, executor, administrator, trustee, guardian, corporate officer 
or partner, please give full title as such. If a corporation, please sign in    
corporate name of President or other authorized officer. If a partnership,      
please sign a partnership name by authorized person.                            

------------------------------------------------------------------------------- 

Signature(s) of Stockholder(s)

------------------------------------------------------------------------------- 

Title, if any                                                                   

------------------------------------------------------------------------------- 

                                                                          Date

23

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PROXY CARD

NETSOL INTERNATIONAL, INC.

 SPECIAL MEETING OF STOCKHOLDERS

 THIS PROXY IS SOLICITED BY NETSOL SHAREHOLDERS GROUP, LLC

    The undersigned hereby, with respect to all shares of common stock of NetSol
International, Inc. (the "Company") which the undersigned may be entitled to    
vote, constitutes and appoints NetSol Shareholders Group, LLC as his true and   
lawful agent and proxy, with full power of substitution, to represent the       
undersigned at the Special Meeting of Stockholders of the Company to be held at 
the offices of the Company at 2405 Park Sorrento, Suite 220, Calabasas,         
California, on Tuesday, June 19, 2001 at 9:00 a.m. local time and at any        
adjournments or postponements thereof, to vote such stock on all matters coming 
before said meeting as set forth below:                                         

    IN FAVOR OF AN AMENDMENT TO THE BYLAWS OF THE COMPANY INCREASING THE SIZE OF
THE BOARD OF DIRECTORS OF THE COMPANY FROM EIGHT (8) DIRECTORS TO FIFTEEN (15)  
DIRECTORS.                                                                      

ELECTION OF THE FOLLOWING NOMINEES AS NEW DIRECTORS OF THE COMPANY:     

1  Jonathan Iseson        4.  Timothy Moynagh                  7.  Donald Danks 
2. Gregory Martin         5.  Eddy Raymond Maria Verresen                       
3. Peter Sollenne         6.  Shelly Singhal                                    

THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER MARKED  
HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO MARKINGS ARE MADE, THIS PROXY WILL 
BE DEEMED TO BE A DIRECTION TO VOTE FOR THE BOARD INCREASE, FOR ALL THE GROUP'S 
NOMINEES FOR DIRECTOR, AND AGAINST ALL OF THE INCUMBENT MANAGEMENT'S PROPOSALS. 
PLEASE MARK THIS PROXY CARD, FILL IN THE DATE, SIGN ON THE REVERSE SIDE AND     
RETURN PROMPTLY IN THE ACCOMPANYING ENVELOPE. NO POSTAGE IS NECESSARY IF MAILED 
IN THE UNITED STATES.                                                           

(CONTINUED AND TO BE SIGNED ON THE REVERSE SIDE)

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[X] PLEASE MARK YOUR VOTE AS IN THIS EXAMPLE.                                   

------------------------------------------------------------------------------- 
THE GROUP RECOMMENDS THAT YOU VOTE "FOR" PROPOSAL 1.                            

PROPOSAL 1. Amendment to the Company's Bylaws Increasing the Maximum Number of  
Directors of the Company From Nine (9) to Fifteen (15) Directors, and Changing  
the Number of Authorized Directors of the Company From Eight (8) to Fifteen (15)
Directors:                                                                      

FOR [ ]                   ABSTAIN [ ]                    AGAINST [ ]    

------------------------------------------------------------------------------- 
THE GROUP RECOMMENDS THAT YOU VOTE "FOR" PROPOSAL 2                             

PROPOSAL 2. Election of Directors (see reverse). For, except withheld from the  
following Nominees:                                                             

FOR [ ]                                                  AGAINST [ ]    

To cumulate votes, place the number percentage of votes for a Nominee below such
Nominee's name on the line provided.                                            

Jonathan Iseson _____    Timothy Moynagh             _____   Donald Danks _____ 
Gregory Martin  _____    Eddy Raymond Maria Verresen _____                      
Peter Sollenne  _____    Shelly Singhal              _____                      

------------------------------------------------------------------------------- 
THE GROUP RECOMMENDS THAT YOU VOTE "AGAINST" PROPOSAL 3                         

PROPOSAL 3. Amend and restate the articles of incorporation to remove cumulative
voting in the election of directors.                                            

FOR [ ]                   ABSTAIN [ ]                    AGAINST [ ]    

------------------------------------------------------------------------------- 
THE GROUP RECOMMENDS THAT YOU VOTE "AGAINST" PROPOSAL 4                         

PROPOSAL 4. Amend and restate the articles of incorporation to provide for a    
classified board of directors so each directors is elected for a three year term
with one-third of the board standing for election each year.                    

FOR [ ]                   ABSTAIN [ ]                    AGAINST [ ]    

------------------------------------------------------------------------------- 
THE GROUP RECOMMENDS THAT YOU VOTE "AGAINST" PROPOSAL 5                         

PROPOSAL 5. Amend and restate the articles of incorporation and bylaws to       
provide that any action required or permitted to be taken by the stockholders   
may be effected only at an annual or special meeting of stockholders, and not by
written consent of stockholders.                                                

FOR [ ]                   ABSTAIN [ ]                    AGAINST [ ]    

------------------------------------------------------------------------------- 
THE GROUP RECOMMENDS THAT YOU VOTE "AGAINST" PROPOSAL 6                         

PROPOSAL 6. Amend and restate the articles of incorporation and bylaws to       
provide that only the chief executive officer, president, chairman of the board 
or board of directors may call a special meeting of stockholders.               

FOR [ ]                   ABSTAIN [ ]                    AGAINST [ ]    

------------------------------------------------------------------------------- 
THE GROUP RECOMMENDS THAT YOU VOTE "AGAINST" PROPOSAL 7                         

PROPOSAL 7. Amend and restate the articles of incorporation and bylaws to       
provide for an advance notice procedure for the nomination, other than by or at 
the direction of the board of directors, of candidates for election as directors
as well as for other proposals to be considered at meetings of stockholders.    

FOR [ ]                   ABSTAIN [ ]                    AGAINST [ ]    

------------------------------------------------------------------------------- 
THE GROUP RECOMMENDS THAT YOU VOTE "AGAINST" PROPOSAL 8                         

PROPOSAL 8. Amend and restate the articles of incorporation and bylaws to       
provide that directors may only be removed from office for cause.               

FOR [ ]                   ABSTAIN [ ]                    AGAINST [ ]    

------------------------------------------------------------------------------- 
THE GROUP RECOMMENDS THAT YOU VOTE "AGAINST" PROPOSAL 9                         

PROPOSAL 9. Amend and restate the articles of incorporation and bylaws to       
provide that the affirmative vote of holders of at least 66-2/3% vote of the    
outstanding voting stock be required to amend the bylaws or articles of         
incorporation.                                                                  

FOR [ ]                   ABSTAIN [ ]                    AGAINST [ ]    

------------------------------------------------------------------------------- 
THE GROUP RECOMMENDS THAT YOU VOTE "AGAINST" PROPOSAL 10                        

PROPOSAL 10. Amend and restate the articles of incorporation to authorize       
5,000,000 shares of undesignated preferred stock with right, preferences and    
privileges to be designated by the board without stockholder vote.              

FOR [ ]                   ABSTAIN [ ]                    AGAINST [ ]    

------------------------------------------------------------------------------- 
THE GROUP RECOMMENDS THAT YOU VOTE "AGAINST" PROPOSAL 11                        

PROPOSAL 11. Amend and restate the articles of incorporation and bylaws to      
provide for limited liability for the directors, officers and other agents of   
the company.                                                                    

FOR [ ]                   ABSTAIN [ ]                    AGAINST [ ]    

------------------------------------------------------------------------------- 

When shares are held by joint tenants, both should sign. When signing as        
attorney-in-fact, executor, administrator, trustee, guardian, corporate officer 
or partner, please give full title as such. If a corporation, please sign in    
corporate name of President or other authorized officer. If a partnership,      
please sign a partnership name by authorized person.                            

------------------------------------------------------------------------------- 

Signature(s) of Stockholder(s)

------------------------------------------------------------------------------- 

Title, if any                                                                   

------------------------------------------------------------------------------- 

                                                                          Date

 IMPORTANT

1. If your shares are held in your own name, please mark, date and mail the     
enclosed BLUE proxy card to the Group, in the postage-paid envelope provided.   

2. If your shares are held in the name of a brokerage firm, bank nominee or     
other institution, only it can vote such shares and only upon receipt of your   
specific instructions. Accordingly, you should contact the person responsible   
for your account and give instructions for a BLUE proxy card to be signed       
representing your shares.                                                       

3. If you have already submitted a proxy to the Company for the Special Meeting,
you may change your vote to a vote FOR the Board Increase and FOR the election  
of the Nominees by marking, signing, dating and returning the enclosed BLUE     
proxy card for the Special Meeting, which must be dated after any proxy you may 
have submitted to the Company.                                                  

ONLY YOUR LATEST DATED PROXY FOR THE SPECIAL MEETING WILL COUNT AT THE SPECIAL  
MEETING.                                                                        

25

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘DFRN14A’ Filing	Date	First	Last	Other Filings

	8/1/01	4	5
	6/19/01	3	24	DFAN14A
Filed on:	6/7/01	3	13	8-K/A, DEFC14A, S-3/A
	6/1/01	5		DEFA14A, PREC14A, PREN14A
	5/23/01	5		DEFA14A
	5/18/01	5		DFAN14A
	5/15/01	4	15	10QSB
	5/11/01	4	10
	5/9/01	5	12	S-8
	5/7/01	5		PREC14A
	4/27/01	5	12	PREN14A, SC 13D/A
	4/26/01	5		SC 13D
	4/25/01	5	13
	4/24/01	5		RW, S-3
	4/19/01	5
	4/17/01	5
	4/5/01	5
	3/31/01	4	15	10QSB, 4
	1/22/01	5
	11/9/00	6		DEF 14A
	3/3/00	5
				List all Filings

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Filing Submission 0000892569-01-500422 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Netsol Shareholders Group LLC – ‘DFRN14A’ on 6/7/01 re: Netsol Technologies Inc

On: Thursday, 6/7/01, at 8:22am ET · Accession #: 892569-1-500422 · File #: 0-22773

Revised Definitive Non-Management Proxy Solicitation Material — Schedule 14AFiling Table of Contents

Document Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

Revised Definitive Non-Management Proxy Solicitation Material — Schedule 14A
Filing Table of Contents