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| BUYER                 | Net Element, Inc., or its designated subsidiary or affiliate (Net Element shall have the right to transfer its interest to an affiliate majority owned by Mike Zoi at any time)                                                                                                                                                                                                                                                                                                                                                              |
|-----------------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| SELLERS               | Naveen Jain and other owners of the outstanding equity of the Company                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| COMPANY               | vDream, Inc.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| PURCHASE              | Buyer will purchase 100% of the outstanding equity interest in the Company from the Sellers                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| CLOSING DATE          | The Closing Date shall be the date upon which the Buyer and Sellers execute that definitive Purchase Agreement                                                                                                                                                                                                                                                                                                                                                                                                                               |
| PURCHASE PRICE        | The Purchase Price for the Sellers' equity interest shall be1. $125,000 on the Closing Date; and2. Warrants to purchase shares of the Buyer's common stock equivalent to $175,000, the term of which shall be determined pursuant to the definitive Purchase Agreement to be negotiated between the parties                                                                                                                                                                                                                        |
| CONSULTING AGREEMENTS | From the Closing Date and for a period of eighteen (18) months thereafter, the parties will negotiate Consulting Agreements with certain Sellers and other individuals for consulting services provided to the Company, with fees and expenses defined for each as per their respective Consulting Agreement                                                                                                                                                                                                                                 |
| UNWIND                | If Buyer materially breaches the terms of the definitive Purchase Agreement and such breach continues after appropriate notice and is not cured within a reasonable amount of time from such appropriate notice, the Sellers shall have the right to repurchase the Company from Buyer in consideration for the Buyer's warrants issued pursuant to the definitive Purchase Agreement to be negotiated between the parties                                                                                                                   |
| CONFIDENTIAL          | The terms of this Term Sheet shall be confidential and shall not be disclosed to any third parties until execution of a definitive Purchase Agreement between the parties                                                                                                                                                                                                                                                                                                                                                                    |
| BINDING TERMS         | This Term Sheet shall be binding on the parties until reduced to a definitivePurchase Agreement in the form agreeable to each party, subject to the Buyer performing satisfactory financial, legal and technical due diligence on the Company.  Notwithstanding the foregoing, if the parties do not execute a Purchase Agreement within seventy five (75) days from the Effective Date (the "Expiration Date"), this Term Sheet and the terms contained herein shall cease to be binding on the parties as of the Expiration Date |