Contract

Exhibit 10.8

5. AMENDMENT

This fifth amendment (“5. Amendment”) dated as of December 31, 2012 (“Effective Date”) between Net Element, Inc (“Tenant”) and 0000 Xxxxx Xxxxx, LLC (“Landlord”) amends that certain Lease Agreement for 0000 Xxxxx Xxxxx Xxxxxx (the “Lease”) dated October 8, 2010 between Landlord and Tenant, the subsequent Amendment dated November 16, 2011, the 2. Amendment dated September 28, 2012, the 3. Amendment dated October 31, 2012 and the 4. Amendment dated November 30, 2012. All capitalized terms not otherwise defined herein shall have the meaning so proscribed in the Lease Agreement as well as in the Amendment, in the 2. Amendment, in the 3. Amendment and in the 4. Amendment.

WHEREAS, the parties mutually agree to modify certain terms and conditions of the Lease Agreement, the Amendment, the 2. Amendment, the 3. Amendment and the 4. Amendment.

WHEREAS, each Party acknowledges that as of the Effective Date, to such Party’s knowledge, the other Party is not in material breach or Default pursuant to the terms of the Lease Agreement, the Amendment, the 2. Amendment, the 3. Amendment and the 4. Amendment.

NOW THEREFORE, for valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1. Term extension. Tenant and Landlord agree to extend the term of the Lease until April 30, 2013 for the premises in “as-is” condition. The Base Rent shall be the same as for January 2013 and be calculated as follows:

						PER SQFT				ANNUALLY				MONTHLY
Base Rent						$	29.00				188,500.00				15,708.33
Sales Tax			7.00	%		$	2.03				13,195.00				1,099.58
TOTAL PAYMENT						$	31.03				201,695.00				16,807.92

2. Time is of the essence. (a) Tenant and Landlord agree that this 5. Amendment has to be signed by Tenant on or before December 31, 2012 by 6:00pm EST.

(b) Tenant has to sign the next extension by January 31, 2013 in order to protect its Lease.

3. Further extension: Tenant has the option to further extend the term until December 31, 2013 (“Long Term Extension”) with the same Base Rate as quoted above with the premises in “as-is” condition. This Long Term Extension has to be signed by Tenant on or before January 31, 2013 by 6:00pm EST.

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IN WITNESS WHEREOF, the parties hereto have caused this 4. Amendment to be duly executed by their respective authorized signatories as of the Effective Date.

Net Element, Inc., a Delaware corporation (“Tenant”)

By: Net Element International, Inc.

/s/ Xxxxxxxx New

BY: Xxxxxxxx New, Chief Financial Officer

0000 Xxxxx Xxxxx LLC, a Florida limited liability company (“Landlord”)

By: Nickel Goeseke, Managing Member

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