from S-3
1 page
<page> Deephaven Private Placement Trading Ltd. 130 Cheshire Lane Minnetonka, Mn 55305 February 23, 2001 Netsol International, Inc. 24025 Park Sorrento, Suite 220 Calabasas, California 91302 Re: Filing Date for Registration Statement Ladies and Gentlemen: Reference Is Made to the Registration Rights Agreement (The "Registration Rights Agreement"), Dated January 8, 2001, Between Netsol International, Inc. (The "Company") and Deephaven Private Placement Trading Ltd. (The "Purchaser"). the Parties Agree That the Definition of "Filing Date" in Section 1 of the Registration Rights Agreement Is Hereby Deleted in Its Entirety and Replaced With the Following: "Filing Date" Means (A) the 5th Day Following the Second Settlement Date (As Defined in Section 1.1(iv) of the Purchase Agreement) and (B) With Respect to Any Additional Registration Statements Which May Be Required Pursuant to Section 3(c), the 30th Day Following the Date That Notice of the Requirement to File Such Additional Registration Statement Is Provided." Except as Otherwise Specified in This Amendment, the Terms and Provisions of the Registration Rights Agreement Remain Without Modification. Please Indicate Your Agreement With the Foregoing by Executing This Letter and Returning the Same to Our Attention. the Parties Further Agree That the 5th Day Following the Second Settlement Date Shall Be March 14, 2001. Sincerely, Netsol International, Inc. Deephaven Private Placement Trading Ltd. By: /S/ Syed Husain By: /S/ Bruce Lieberman Name: Syed Husain Name: Bruce Lieberman Title: Chief Financial Officer Title: Director - Private Placement Trading
