SEVERANCE
      AGREEMENT AND RELEASE

    


    This
      Severance Agreement and Release (the "Agreement")
      is
      entered into as of this 3rd
      day of
      June, 2008, by and between NeoMedia Technologies, Inc., a Delaware corporation
      (the "Company")
      and
      William Hoffman (the "Executive").

    


    RECITALS:

    


    WHEREAS,
      the
      Executive has tendered his resignation with the Board of Directors of the
      Company on May 29, 2008, a copy of which is attached hereto as Exhibit
      A;
      and

    


    WHEREAS,
      in
      connection with the Executive’s resignation, the Company and the Executive have
      agreed to terminate the Employment Agreement by and between them dated June
      18,
      2007 and any subsequent agreements or modifications of the Employment Agreement
      (the "Employment
      Agreement")
      and
      the employment relationship existing thereunder; and

    


    WHEREAS,
      both
      Executive and the Company desire to resolve any differences and/or disputes
      with
      respect to Executive's employment and the resignation thereof.

    


    AGREEMENT:

    


    NOW
      THEREFORE,
      in
      consideration of the mutual agreements and covenants set forth herein, and
      for
      such other good and valuable consideration, the receipt and sufficiency of
      which
      is hereby acknowledged, the Executive and the Company acknowledge and
      voluntarily agree as follows:

    


    
      	
              1.

            	
              Recitals.
                The forgoing recitals are true and correct and are incorporated herein
                by
                this reference.

            


    

    


    
      	
              2.

            	
              Termination
                of Employment Agreement.
                The Executive and the Company shall terminate the Employment Agreement
                as
                of 5:00 p.m., Eastern Standard Time on May 29, 2008 the (“Effective
                Date”).
                As of the Effective Date, all rights of the Executive thereof shall
                terminate and all terms of the Employment Agreement shall be of no
                further
                force or effect.

            


    

    


    
      	
              3.

            	
              Severance
                Payment.
                In consideration of the termination of the Employment Agreement and
                the
                other covenants and agreements set forth herein, the Company shall
                pay to
                the Executive a severance payment equal to One Hundred Eighty-Seven
                Thousand Five-Hundred Dollars ($187,500), of which Ninety-Three Thousand
                Seven Hundred Fifty Dollars ($93,750) shall be paid by the Company
                to the
                Executive within five (5) business days from the Effective Date (the
                “Initial
                Payment”)
                and the remainder shall be paid to the Executive in four (4) equal
                monthly
                installments of Twenty-Three Thousand Four Hundred Thirty-Seven Dollars
                and Fifty Cents ($23,437.50) commencing on November 1, 2008 in accordance
                with the Company's customary payroll practices. The parties agree
                and
                acknowledge that the Executive shall receive the Initial Payment
                as a
                1099.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
              4.

            	
              Benefits.
                The Executive shall be entitled to continue to participate in or
                receive
                health, welfare, life insurance, long-term disability insurance and
                similar benefits as the Company provides generally from time to time
                to
                its senior executives, and to its employees, generally, through and
                until
                the earlier of (a) the last day of the month in which the final
                installment payment is paid in accordance with Section 3 herein above
                (the
                “Expiration
                Date”)
                and (b) such date that the Executive obtains employment and becomes
                eligible for benefits of such employer. Nothing herein is intended,
                or
                shall be construed to require the Company to institute or continue
                any, or
                any particular, plan or benefits. Furthermore, the Executive hereby
                agrees
                and acknowledges that he shall be obligated to make all monetary
                contributions in accordance with each applicable benefit plan for
                so long
                as he continues to participate in such
                plans.

            


    

    


    
      	
              5.

            	
              Options.
                In consideration of the termination of the Employment Agreement and
                the
                other covenants and agreements set forth herein, the Executive shall
                be
                granted by the Company on the Effective Date an option to purchase
                Ten
                Million (10,000,000) shares of the Company’s common stock, par value $0.01
                per share, at $0.01 per share (the “Options”)
                which all such Options shall vest and become exercisable as of the
                Effective Date through the Expiration Date.


            


    

    


    
      	
              6.

            	
              No
                Additional Payments.
                The Executive and the Company agree that except as provided in Sections
                3,
                4 and 5 herein above, the Executive is not entitled to any additional
                salary, benefits, compensation or other consideration of any nature
                whatsoever. 

            


    

    


    
      	
              7.

            	
              Release
                by Executive.
                Except with respect to the (i) covenants and agreements of the Company
                set
                forth in this Agreement, the Executive, on behalf of himself, his
                successors, heirs and assigns, hereby agrees to completely and irrevocably
                discharge and release the Company, its officers, directors, employees,
                agents, shareholders, affiliate corporations or entities, predecessors,
                successors and assigns, and their officers, directors, employees,
                agents
                and shareholders from any and all claims, demands, actions, damages,
                lawsuits, obligations, promises, administrative actions, charges
                and
                causes of action, and/or liability whatsoever, both known or unknown,
                in
                law or in equity, involving any matter arising out of or in any way
                related, directly or indirectly, to any and all obligations, duties
                and
                liabilities under the Employment Agreement and the termination of
                same,
                including, but not limited to, any claim of wrongful discharge, breach
                of
                contract, and/or employment discrimination in violation arising out
                of,
                under, or in relation to the Executive’s employment with the Company, the
                termination of the Employment Agreement, the Civil Rights Act of
                1871, the
                Labor Management Relations Act of 1947, the Equal Pay Act of 1963,
                Title
                VII of the Civil Rights Act of 1964, the Occupational Safety and
                Health
                Act of 1970, the Rehabilitation Act of 1973, the Health Maintenance
                Organization Act of 1973, the Employee Retirement Income Security
                Act of
                1974, the Immigration Reform and Control Act of 1986, the Civil Rights
                Act
                of 1991, Executive Orders 11141, 11246 and 11375 and/or any other
                state,
                federal or local Fair Employment Practice law, employment law, or
                statute.

            


    

     

    
      
         

      

      
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      	8.	
              Release
                by Company.
                The Company, for itself and its directors, officers, employees, agents,
                subsidiaries and affiliated entities, remises, releases, and forever
                discharges Executive, his heirs, executors, and administrators,
                successors, assigns, agents, counsel and representatives, of and
                from all
                manner of action and actions, cause and causes of action, suits,
                debts,
                sums of money, covenants, contracts, agreements, claims and demands
                whatsoever, in law, or in equity, that Company ever had, now has
                or may
                have, for, on, or by reason of any matter, cause, or thing whatsoever,
                that may have arisen by reason of Executive's employment or affiliation
                with the Company.

            


    

    


    
      	9.	
              Non-Competition.
                Commencing on the Effective Date through and until the Expiration
                Date,
                the Executive shall not, in the Restricted Area (as defined below),
                directly or indirectly, engage in, promote, finance, own, operate,
                develop, sell or manage or assist in or carry on in any business
                with
                those companies set forth on Exhibit
                B
                attached hereto; provided,
                however,
                that Executive
                may at any time own securities of any business set forth on Exhibit
                B
                attached hereto whose securities are publicly traded on a recognized
                exchange so long as the aggregate holdings of the Executive in any
                one
                such company shall constitute not more than five percent (5%) of
                the
                voting stock of such company. The phrase “directly
                or indirectly”
                used in this Agreement includes the Executive either on his own account,
                or as a partner, owner, promoter, joint venturer, employee, agent,
                consultant, advisor, manager, executive, independent contractor,
                officer,
                director, stockholder, or otherwise, of an
                entity.

            


    

    


    
      	10.	
              Non-Solicitation
                of Employees or Independent Contractors.
                Commencing on the Effective Date through and until the Expiration
                Date,
                the Executive shall not, directly or indirectly, solicit or attempt
                to
                induce any employee of the Company or independent contractor engaged
                and/or utilized by the Company in any capacity to terminate his employment
                with, or engagement by, the Company. Likewise, commencing on the
                Effective
                Date through and until the Expiration Date, the Executive shall not,
                directly or indirectly, hire or attempt to hire for another entity
                or
                person any employee of the Company or independent contractor engaged
                and/or utilized by the Company in any
                capacity.

            


    

    


    
      	11.	
              Non-Solicitation
                of Customers, Prospective Customers or Vendors.
                Commencing on the Effective Date through and until the Expiration
                Date,
                the Executive shall not, directly or indirectly, sell, assemble,
                manufacture or distribute products or services of the type sold or
                distributed by the Company to any Customer, Prospective Customer
                or Vendor
                (as such terms are defined below) of the Company in the Restricted
                Area
                through any entity other than the Company. The Executive acknowledges
                and
                agrees that the Company has substantial relationships with its Customers
                and Vendors, which the Company expends significant time and resources
                in
                acquiring and maintaining, and that the Company’s relationships with its
                Customers and Vendors constitute a significant and valuable asset
                of the
                Company. The term “Customer”
                means any person or entity which has purchased goods, products or
                services
                from the Company, entered into any contract for products or services
                with
                the Company, and/or entered into any contract for the distribution
                of any
                products or services with the Company within the one (1) year immediately
                preceding the Effective Date. The term “Prospective
                Customer”
                means any person or entity which has purchased goods, products or
                services
                from the Company, entered into any contract for products or services
                with
                the Company, and/or entered into any contract for the distribution
                of any
                products or services with the Company within the one (1) year immediately
                preceding the Effective Date. The term “Vendor”
                means any supplier, person or entity from which the Company has purchased
                products or services during the one (1) year immediately preceding
                the
                Effective Date.

            


    

     

    
      
         

      

      
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      	12.	
              Acknowledgment
                by Executive.
                The term “Company”
                for purposes of Sections 9, 10 and 11 of this Agreement means NeoMedia
                Technologies, Inc., a Delaware corporation and its affiliated and
                related
                entities, including, without limitation, all of NeoMedia Technologies,
                Inc.’s subsidiaries and joint venturers. It is understood that any
                affiliated or related entities of NeoMedia Technologies, Inc. are
                intended
                third-party beneficiaries of such provisions of this Agreement.
                

            


    

    


    
      	13.	
              Acknowledgement
                by Company.
                The Company hereby agrees and acknowledges that the Executive’s
                obligations under Sections 9, 10 and 11 hereunder are expressly contingent
                upon the Company’s full and timely compliance with its obligations to make
                all payments required hereunder and to provide all benefits as provided
                under the terms of this Agreement. In the event that the Company
                breaches
                its obligations under this Agreement, the Executive shall deliver
                to the
                Company written notice of said breach. If after thirty (30) days
                of the
                Company’s receipt of such written notice from the Executive the Company
                shall not have cured such breach, the Executive shall be relieved
                of his
                obligations under Sections 9, 10 and
                11.

            


    

    


    
      	14.	
              Confidentiality.
                Each party hereto hereby covenants and agrees that this Agreement
                and its
                terms and conditions are, collectively and individually, totally
                confidential, and that from the date of this Agreement forward shall
                forever be kept totally confidential and shall not in any manner
                or for
                any reason be disclosed by both parties without the express written
                consent of both parties except (a) to each party’s attorneys, accountants,
                and family members on a "need to know" basis, all of whom shall be
                informed of and be bound by the provisions of this Section; (b) as
                may be
                required by law and by government agencies, such as the Internal
                Revenue
                Service and the U.S. Securities and Exchange Commission; and (c)
                pursuant
                to court order or subpoena compelling such disclosure. Should either
                party
                receive any such subpoena or court order compelling disclosure, such
                party
                shall immediately notify the other party so that it may have the
                opportunity to interpose an objection. The provisions of this Section
                shall not apply in any action brought by a party against the other
                party
                to enforce any provisions of this
                Agreement.

            


    

     

    
      
         

      

      
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      	15.	
              Non-Disparagement.
                The Executive shall refrain from making any written or oral statement
                or
                taking any action, directly or indirectly, which he knows or reasonably
                should know to be a disparaging or negative comment concerning the
                Company
                or its officers, directors, employees and agents with the intent
                to injure
                or damage the Company or its officers, directors, employees and agents,
                and shall refrain from suggesting that any such disparaging or negative
                comment concerning the Company or its officers, directors, employees,
                attorneys and agents be made except as may be compelled by a court
                of
                competent jurisdiction. The Company shall refrain from making any
                written
                or oral statement or taking any action, directly or indirectly, which
                it
                knows or reasonably should know to be a disparaging or negative comment
                concerning the Executive with the intent to injure or damage the
                Executive, and shall refrain from suggesting that any such disparaging
                or
                negative comment concerning the Executive be made except as may be
                compelled by a court of competent jurisdiction.


            


    

    


    
      	16.	
              Return
                of Property.
                On or before the Effective Date, the Executive will return to the
                Company
                any and all documents, lists, data, confidential information, trade
                secrets, keys, equipment, products or other property in his possession
                which relate in any manner to the Company; provided, however, that
                the
                Executive shall be entitled to retain possession and ownership of
                his cell
                phone and computer. 

            


    

    


    
      	17.	
              Opportunity
                to Hire Counsel; Amendments.
                The Executive and Company each represent and warrant that they have
                had
                the opportunity to review and consider the terms of this Agreement
                with
                their respective legal counsel (the costs of such counsel having
                been, and
                continuing to be, borne exclusively by the Company with respect to
                Company’s legal counsel, and by Executive with respect to Executive’s
                counsel), and that neither of them have made any representations
                concerning the terms or effects of this Agreement other than those
                contained in this Agreement, it being clearly understood that this
                Agreement are the only agreements between the parties and they may
                not be
                modified or terminated orally, but only in a writing signed by both
                of
                them.

            


    

    


    
      	18.	
              Injunctive
                Relief.
                The Executive and Company each acknowledge that the other’s breach of the
                terms of this Agreement would make difficult the assessment of monetary
                damages that would be sustained from such breach, and it would be
                difficult, if not impossible, to compensate fully for damages for
                any such
                breach, specifically including, but not limited to, breach of the
                provisions relating to confidentiality, non-competition, non-disparagement
                and issuance of the Options. Accordingly, each party specifically
                agrees
                that the other shall be entitled to temporary and permanent injunctive
                relief and/or specific performance to enforce this Agreement or to
                enjoin
                any unauthorized disclosure of confidential information, and the
                Party in
                breach shall expressly waive the defense that a remedy in damages
                would be
                adequate and any requirement for the security or posting of any bond
                in
                connection with any such injunctive relief. This provision with respect
                to
                injunctive relief and/or specific performance shall not, however,
                diminish
                the right of the non-breaching party to claim and recover damages
                in
                addition to or in lieu of injunctive relief and/or specific
                performance.

            


    

    


    
      	19.	
              Binding
                Agreement.
                All of the terms and provisions of this Agreement shall be binding
                upon,
                inure to the benefit of, and be enforceable by the parties and their
                respective legal representatives, successors and permitted assigns,
                whether so expressed or not. 

            


    

     

    
      
         

      

      
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      	20.	
              Counterpart
                Signatures.
                This Agreement may be executed in one (1) or more counterparts, each
                of
                which shall be deemed an original, but all of which taken together
                shall
                constitute one and the same instrument. Confirmation of execution
                by
                electronic transmission of a facsimile signature page shall be binding
                upon any party so confirming. 

            


    

    


    
      	21.	
              Attorney
                Fees.
                If any legal proceeding is brought for the enforcement of this Agreement,
                or because of an alleged dispute, breach or threatened breach, default
                or
                misrepresentation in connection with any provision of this Agreement,
                the
                successful or prevailing party shall be entitled to recover reasonable
                attorneys’ fees, sales and use taxes, court costs and all expenses even if
                not taxable as court costs (including, without limitation, all such
                fees,
                taxes, costs and expenses incident to arbitration, appellate, bankruptcy
                and post-judgment proceedings), incurred in that legal proceeding,
                in
                addition to any other relief to which such party may be entitled.
                Attorneys’ fees shall include, without limitation, paralegal fees,
                investigative fees, administrative costs, sales and use taxes and
                all
                other charges billed by the attorney to the prevailing party.
                

            


    

    


    
      	22.	
              Choice
                of Law.
                This Agreement shall be construed, interpreted and the rights of
                the
                parties determined in accordance with the laws of the State of Florida
                (without reference to the choice of law provisions of Florida
                law).

            


    

    


    
      	23.	
              Severability.
                If any provision of this Agreement is invalidated by a court of competent
                jurisdiction, then all of the remaining provisions of this Agreement
                shall
                remain in full force and effect, provided that both parties may still
                effectively realize the complete benefit of the promises and
                considerations conferred hereby.

            


    

    


    [Remainder
      of Page Intentionally Left Blank]

     

    
      
         

      

      
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    IN
      WITNESS WHEREOF,
      the
      parties have executed this Severance Agreement and Release on the date set
      forth
      above.

    


    
      	
              /s/
                William Hoffman 

            
	
              WILLIAM
                HOFFMAN

            
	
              
                

            


    

    


    
      	 	
              NEOMEDIA
                TECHNOLOGIES, INC., a

            
	 	
              Delaware
                corporation

            
	 	 
	 	
              By: 

            	
              /s/
                Iain McCready

            
	 	
              Name:
                Iain McCready

            
	 	
              Title:
                Chief Executive Officer

            
	 	
              
                

            


    

     

    
      
         

      

      
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