Item 1.01 Entry into a Material Definitive Agreement.

On October 3, 2012, OOO TOT Money (which is a subsidiary of Net Element International, Inc.) ("TOT Money") entered into an agreement, dated as of September 20, 2012 (the "Agreement"), with OJSC VimpelCom, pursuant to which TOT Money is using its mobile commerce payment platform to facilitate payments using SMS (short message services, which is a text messaging service) and MMS (multimedia message services) for VimpelCom mobile phone subscribers in Russia. OJSC VimpelCom is a subsidiary of VimpelCom Ltd., one of the world's largest integrated telecommunications services operators providing voice and data services through a range of traditional and broadband mobile and fixed technologies in Russia, Italy, Ukraine, Kazakhstan, Uzbekistan, Tajikistan, Armenia, Georgia, Kyrgyzstan, Cambodia, Laos, Algeria, Bangladesh, Pakistan, Burundi, Zimbabwe, Central African Republic and Canada. The initial term of the Agreement is from September 20, 2012 until February 28, 2013. Thereafter, the term of the Agreement will be automatically extended for additional one-year periods unless either TOT Money or OJSC VimpelCom notifies the other party of its termination of the Agreement at least 30 calendar days before the then-current expiration date. In addition, the Agreement may be terminated earlier by either party by providing an advance notice of at least 30 calendar days prior to the planned termination date.