EMPLOYMENT
      AGREEMENT

     

    THIS
      EMPLOYMENT AGREEMENT (the
      “Agreement”)
      is
      made and entered into this 10th
      day of
      June 2008, by and between NEOMEDIA
      TECHNOLOGIES, INC., a
      Delaware corporation (the “Company”),
      and
      Iain McCready (the “Executive”).
      

     

    RECITALS

     

    WHEREAS,
      the
      Company wishes to employ the Executive, and the Executive wishes to be employed
      by the Company, on the terms and subject to the conditions contained in this
      Agreement.

     

    NOW,
      THEREFORE,
      in
      consideration of the mutual promises, covenants and agreements contained herein,
      and intending to be legally bound hereby, the Company and Executive do hereby
      agree as follows:

     

    1. Employment.

     

    (a) The
      Company hereby employs the Executive and the Executive hereby accepts employment
      as the Chief Executive Officer of the Company.

     

    (b) Subject
      to the terms and conditions herein, the initial term of employment shall
      commence on May 29, 2008 (the “Effective
      Date”)
      and
      shall continue two (2) years from the Effective Date unless earlier
      terminated as herein provided (the “Initial
      Term”).
      In
      the event that either party desires to extend the Initial Term for an additional
      period of time such party shall provide the other party with written notice
      of
      such desire at least six (6) months prior to the expiration of the Initial
      Term.
      Following such notice, the Initial Term may be extended upon mutual agreement
      of
      the parties hereto. The Initial Term and any extensions thereof shall be
      referred to as the “Employment
      Period.”

     

    2. Position
      and Duties.
      

     

    (a) The
      Executive shall be employed throughout the Employment Period as the Chief
      Executive Officer of the Company. The Executive shall have the duties and
      responsibilities consistent with and incumbent upon this position, but at all
      times shall act in accordance with the directions given by the Board of
      Directors. 

     

    (b) The
      Executive’s principal place of employment shall be in Edinburgh, Scotland. The
      Executive acknowledges, however, that significant domestic and international
      travel may be required as part of his duties hereunder; and the Executive agrees
      to undertake such travel as may be reasonably required by the business of the
      Company from time to time.

     

    (c) Whenever
      the Chief Executive Officer of the Company is required by law, rule or
      regulation or requested by any governmental authority or by the Company’s
      auditors to provide certifications with respect to the Company’s financial
      statements or filings with the Securities and Exchange Commission or any other
      governmental authority, the Executive shall sign such certifications as may
      be
      reasonably requested by the Company. 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    3. Compensation.

    
       

      (a) Base
        Salary.
        During
        the Employment Period, the Company shall pay to the Executive an annual base
        salary (“Base
        Compensation”)
        of One
        Hundred Sixty Thousand British Pounds Sterling (£160,000) payable through a
        payroll bureau located in the United Kingdom of Great Britain and Northern
        Ireland in accordance with the Company’s customary payroll periods or such other
        basis as may be determined by the Board of Directors and subject to any
        applicable tax and payroll deductions required by law. 

       

      (b) Incentive
        Bonus Compensation.
        The
        Executive shall receive incentive bonus compensation the “Incentive
        Bonus”)
        for
        each fiscal year of the Company in an amount of:

       

      (i) Twenty
        Thousand British Pounds Sterling (£20,000) (the “Fixed
        Bonus”);
        and

       

      (ii) up
        to
        thirty-seven and one-half percent (37.5%) of the Base Compensation for such
        fiscal year, based upon objectives determined by the Board of Directors or
        the
        Compensation Committee thereof in its sole discretion. 

       

      The
        Incentive Bonus shall be subject to applicable tax and payroll deductions
        required by law. The Incentive Bonus shall be pro rated for any fiscal year
        that
        is less than a full fiscal year. The payment of the pro rated amount of the
        Fixed Bonus for the 2008 fiscal year shall occur on or about August 29, 2008.
        

       

      (c) Sale
        Bonus. If
        (i) the Company has consummated a Sale Transaction (as defined below)
        within eighteen (18) months after the Effective Date, (ii) the Sale Proceeds
        (as
        defined below) are in excess of $45,000,000, (iii) the Executive remains
        actively employed with the Company through the consummation of the Sale
        Transaction, (iv) the Executive is otherwise in compliance with the terms
        of this Agreement as may be amended at any time in the future, and (v) the
        Executive complies with, and uses commercially reasonable efforts to take
        such
        actions as are necessary to cause the Company to comply with, the terms and
        conditions of agreements entered into by the Executive or the Company effecting
        or otherwise relating to the Sale Transaction, the Executive will be eligible
        to
        receive a sale bonus in connection with such Sale Transaction equal to the
        product of 0.025 and the Sale Proceeds; provided, that for the purposes of
        such
        calculation the amount of Sale Proceeds shall be deemed to not exceed
        $200,000,000 (the “Sale
        Bonus”).
        The
        Sale Bonus shall be subject to any applicable tax and payroll deductions
        required by law. 

       

      The
        benefit described in this Section
        3(c)
        shall be
        payable in a single lump sum as soon as practicable, but not more than ten
        (10) business days following the consummation of the Sale Transaction (or
        receipt of Sale Proceeds which are not Contingent Sale Proceeds (as defined
        below) sufficient to trigger the Company’s obligation to pay a Sale Bonus);
        provided that any Sale Bonus amount the Executive is entitled to receive
        pursuant to this Section 3(c),
        shall
        not be payable
        to the Executive until such time as the Company’s stockholders have received
        payment with respect to their equity interests pursuant to the terms of the
        agreement to engage in the Sale Transaction. In the event that: (x) any
        portion of the Sale Proceeds is required by the terms of the Sale Transaction
        to
        be placed into escrow, retained or held back by the buyer, or the payment
        thereof is otherwise subject to contingencies based upon the occurrence of
        future events (“Contingent
        Sale Proceeds”),
        the
        Company will not pay the Executive the portion of the Sale Bonus attributable
        to
        the Contingent Sale Proceeds until such time as, and only to the extent that,
        the Contingent Sale Proceeds are released from escrow, no longer are retained
        or
        held back by the buyer, or otherwise no longer are subject to payment
        contingencies, as the case may be (“Released
        Sale Proceeds”);
        and
        (y) the aggregate amount of Sale Proceeds in a Sale Transaction that do not
        constitute Contingent Sale Proceeds is insufficient to trigger the Company’s
        obligation to pay a Sale Bonus, then the Sale Bonus shall not be paid unless
        and
        until the Sale Proceeds which are not Contingent Sale Proceeds are sufficient
        to
        trigger the Company’s obligation to pay a Sale Bonus (e.g., because sufficient
        Contingent Sale Proceeds have been released from escrow, no longer are retained
        or held back by the buyer, or no longer are subject to payment contingencies).
        

       

      
        
           

        

        
          2

          
            

          

        

        
           

        

      

      

        In
          the
          event that the benefits described in this Section
          3(c)
          constitute “deferred compensation” payable to a “key employee” of a
          publicly-traded corporation pursuant to Section 409A of the Internal
          Revenue Code of 1986, as amended, on account of separation from service,
          such
          benefit shall not be payable until six (6) months following Executive’s
          separation from service and shall not accrue interest during such six (6)
          month
          period. 

        


        As
          used
          in this Agreement: 

        


        (i) A
          “Sale
          Transaction”
          shall
          be
          deemed to have occurred upon the occurrence of any one or more of the following
          events: (1) any “person” or “group” (as such terms are used in connection with
          Section 13(d) and 14(d)(2) of the Securities Exchange Act of 1934 (the
          “Exchange
          Act”))
          but
          excluding the Executive or any employee benefit plan of the Company (A)
          is or
          becomes the “beneficial owner” (as defined in Rule l3d-3 under the Exchange
          Act), directly or indirectly, of securities of the Company representing
          fifty
          percent (50%) or more of the combined voting power of the Company’s outstanding
          securities then entitled to vote for the election of directors; or (2)
          there
          shall be consummated (A) any consolidation, merger or recapitalization
          of the
          Company or any similar transaction involving the Company, where the Company
          is
          not the continuing or surviving corporation, or (B) any sale, lease, exchange
          or
          other transfer (in one transaction or a series of related transactions)
          of all,
          or substantially all of the assets of the Company; provided that a transaction
          solely for the purpose of reincorporating the Company in another jurisdiction,
          shall not constitute a Sale Transaction. For purposes of Section
          3(c)(i)(2)(B)
          the
          receipt of aggregate Sale Proceeds with respect to the sale of the components
          of
          the Company’s business (in one transaction or a series of related transactions)
          of more than $45,000,000 shall be deemed to constitute a sale of substantially
          all of the assets of the Company. 

        


        (ii) The
          term “Sale
          Proceeds”
          means the total amount of cash and fair market value (on the date of
          payment) of all property paid or payable (including amounts paid in escrow)
          in
          connection with the Sale Transaction. For purposes of calculating Sale
          Proceeds,
          the value of securities, whether debt or equity, that are freely tradeable
          in an
          established public market will be determined on the basis of the average
          closing
          price in such market for the ten (10) trading days prior to the closing
          of the
          Sale Transaction (the “Valuation
          Date”);
          and
          the value of securities that have no established public market or other
          property
          will be the fair market value of such securities or other property on the
          Valuation Date as determined in good faith by the Board of Directors of
          the
          Company. If Sale Proceeds include any restricted stock (i.e. stock in a
          public
          company not freely tradeable), the value of the restricted stock shall
          be
          calculated by the Board of Directors in good faith. 

        
           

          
            
               

            

            
              3

              
                

              

            

            
               

            

          

          (d) Options. Subject
            to approval of the Company’s Board of Directors, the Company shall issue to the
            Executive (i) an option to acquire Sixteen Million Twenty-Five Thousand
            Six
            Hundred Forty-Three (16,025,643) shares of the Company’s common stock, par value
            $0.01 per share (the “Common Stock”), at a per share exercise to be determined
            prior to or upon the date of the grant (the “First
            Option”)
            and
            (ii) an option to acquire Sixteen Million Twenty-Five Thousand Six Hundred
            Forty-Three (16,025,643) shares of the Company’s Common Stock at a per share
            exercise to be determined prior to or upon the date of the grant (the
            “Second
            Option,”
and
            together with the First Option, the “Options”).
            The
            First Option shall vest with respect to one hundred percent (100%) of
            the shares
            subject to the First Option eighteen months after the Effective Date,
            subject to
            Executive’s employment with the Company on such date. The Second Option shall
            vest with respect to 1/15th
            of the
            shares subject to the Second Option each month following the Effective
            Date,
            subject to the continued employment of Executive on such dates, such
            that the
            Second Option is vested and exercisable with respect to one hundred percent
            (100%) of the shares subject to the Second Option fifteen (15) months
            after the
            Effective Date. Notwithstanding the foregoing, upon the occurrence of
            a Sale
            Transaction all unvested Options immediately shall be vested and
            exercisable.
            Except
            as
            otherwise expressly provided in this Agreement, all terms and conditions
            concerning the granting and exercise of the Options awarded to the Executive
            hereunder, shall be governed by the Company's option plan, as such plan
            may be
            amended from time to time. The Options shall be memorialized by a stock
            option
            agreement between the Company and the Executive. 

           

          (e) Expense
            Reimbursement.
            Upon
            submission of adequate documentation by the Executive, the Company shall
            reimburse the Executive for all reasonable expenses paid or incurred
            by him in
            the performance of the services contemplated hereunder in accordance
            with the
            Company’s reimbursement policies as determined from time to time in the sole
            discretion of the Board of Directors (the “Business
            Expenses”).
            For
            the avoidance of doubt, Business Expenses shall include the reasonable
            cost of
            home telephone and mobile phone calls made by the Executive in the performance
            of the services contemplated hereunder and the reasonable cost of a
            scanner/facsimile machine. Any
            disputes as to the eligibility of an expense for reimbursement shall
            be resolved
            in the sole discretion of the Board of Directors.

           

          (f) Executive
            Benefits.
            In lieu
            of participation in the Company’s benefit programs, the Company shall pay the
            Executive an annual bonus of Six Thousand Niney-Five British Pounds Sterling
            (£6,095) (the “Benefit
            Bonus”).
            The
            Benefit Bonus shall be subject to applicable tax and payroll deductions
            required
            by law. The Benefit Bonus shall be pro rated for any fiscal year that
            is less
            than a full fiscal year.

           

          (g) Vacation.
            The
            Executive shall be entitled in each of the Company’s fiscal years to a vacation
            of twenty-five (25) days, during which time his compensation shall be
            paid in
            full, and such holidays and other non-working days as are consistent
            with the
            policies of the Company for executives generally. The Executive agrees
            to
            utilize his vacation at such time or times as are (i) consistent with
            the proper
            performance of his duties and responsibilities and (ii) mutually convenient
            for
            the Company and the Executive. The number of vacation days available
            hereunder
            shall be pro rated for any fiscal year that is less than a full fiscal
            year.

          
             

            
              
                 

              

              
                4

                
                  

                

              

              
                 

              

            

            4. Restrictive
              Covenants.

             

            (a) Definitions.

             

            (i) The
              term
“Company”
for
              purposes of Section
              4
              of this
              Agreement shall mean NeoMedia Technologies, Inc., a Delaware corporation,
              and
              its affiliated and related entities including, but not limited to,
              all of
              NeoMedia Technology, Inc.’s Subsidiaries, affiliates and joint venturers. It is
              understood that any affiliated or related entities of NeoMedia Technologies,
              Inc. are intended third-party beneficiaries of the provisions of this
              Agreement.


             

            (ii) The
              term
“Customer”
shall
              mean 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
              termination of the Executive’s employment with the Company for whatever
              reason.

             

            (iii) The
              phrase “directly
              or indirectly”
shall
              include 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.

             

            (iv) The
              term
“Non-Compete
              Period”
shall
              mean the twelve (12) months immediately following termination of the
              Executive’s
              employment with the Company for whatever reason.

             

            (v) The
              term
“Prospective
              Customer”
shall
              mean 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
              termination of the Executive’s employment with the Company for whatever
              reason.

             

            (vi) The
              term
“Restricted
              Area”
shall
              include any geographical location anywhere in the world where Executive
              has been
              assigned to perform services on behalf of the Company during the Employment
              Period and where the Company, its affiliates or Subsidiaries either
              (1) is
              engaged in business, and (2) has evidenced an intention to engage in
              business.

             

            (vii) “Subsidiaries”
means
              any corporation, partnership, limited liability company, joint venture,
              or other
              business enterprise in which NeoMedia Technologies, Inc., directly
              or
              indirectly, owns 50% or more of the outstanding equity or other ownership
              interest.

             

            (viii) The
              term
“Vendor”
shall
              mean any supplier, person or entity from which the Company has purchased
              products or services during the one (1) year immediately preceding
              the
              termination of the Executive’s employment with the Company for whatever
              reason.

            
               

              
                
                   

                

                
                  5

                  
                    

                  

                

                
                   

                

              

              (b) Non-Competition.
                During
                the Employment Period and Non-Compete Period, in the Restricted Area,
                the
                Executive shall not, directly or indirectly, engage in, promote,
                finance, own,
                operate, develop, sell or manage or assist in or carry on in any
                business in
                competition with the business of the Company, as such business now
                exists or as
                it may exist at the time of the termination of the Executive’s employment with
                the Company for whatever reason; provided, however, that Executive
                may at any time own securities of any competitor corporation whose
                securities
                are publicly traded on a recognized exchange so long as the aggregate
                holdings
                of the Executive in any one such corporation shall constitute not
                more than 5%
                of the voting stock of such corporation. During the Non-Compete Period,
                for
                purposes of this Section
                4(b)“any
                business in competition with the business of the Company” shall mean any
                business or entity set forth on Schedule
                I
                attached
                hereto. 

               

              (c) Non-Solicitation
                of Employees or Independent Contractors.
                During
                the Employment Period and the Non-Compete Period, 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,
                during the Employment Period and the Non-Compete Period, 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. 

               

              (d) Non-Solicitation
                of Customers, Prospective Customers or Vendors.
                During
                the Employment Period and the Non-Compete Period, 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 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.

               

              (e) Non-Disclosure
                of Confidential Information.
                The
                Executive agrees and acknowledges that, by reason of the nature of
                his duties as
                an officer and employee of the Company, he will have access to and
                become
                informed of confidential and secret information (oral or written)
                that is a
                competitive asset of the Company (“Confidential
                Information”),
                including any lists of customers or suppliers, financial statistics,
                research
                data or any other statistics and plans contained in profit plans,
                capital plans,
                critical issue plans, strategic plans, marketing or operational plans,
                technical
                data and information, product information or other information of
                the Company
                (whether or not such information qualifies as a “trade secret” under applicable
                law) and any of the foregoing that belong to any third person or
                company but to
                which the Executive has had access by reason of his employment relationship
                with
                the Company. The Executive agrees to faithfully keep in strict confidence,
                and
                not, either directly or indirectly, to make known, divulge, reveal,
                furnish,
                make available or use (except for use in the regular course of his
                employment
                duties) any such Confidential Information. The Executive acknowledges
                that all
                manuals, instruction books, price lists, information and records
                and other
                information and aids relating to the Company’s business, and any and all other
                documents (and all copies thereof) containing Confidential Information
                furnished
                to the Executive by the Company or otherwise acquired or developed
                by the
                Executive, shall at all times be and remain the property of the Company.
                Upon
                termination of the Employment Period, the Executive shall return to the Company
                all such property or documents (and all copies thereof) that are
                in his
                possession, custody or control, but his obligation of confiden-tiality
                shall
                survive such termination of the Employment Period until and unless
                any such
                Confidential Information shall have become, through no fault of the
                Executive,
                generally known to the public. The obligations of the Executive under
                this
                subsection are in addition to, and not in limitation or preemption
                of, all other
                obligations of confidentiality that the Executive may have to the
                Company under
                general legal or equitable principles or otherwise. 


              
                
                   

                

                
                  6

                  
                    

                  

                

                
                   

                

              

              
                 

                (f) Need
                  for Restrictions.
                  The
                  Executive acknowledges and agrees that each of the restrictive
                  covenants
                  contained in this Section
                  4
                  is
                  reasonable and necessary to protect the legitimate business interests
                  of the
                  Company, including, without limitation, the need to protect the
                  Company’s trade
                  secrets and Confidential Information and the need to protect its
                  relationships
                  with its Customers, Prospective Customers, Vendors and agents.
                  The Executive
                  also acknowledges and agrees, as set forth in Section
                  4(h)
                  below,
                  that the Company may obtain a temporary and/or permanent injunction
                  to restrain
                  any violations or, or otherwise enforce, the restrictive covenants
                  contained in
Section
                  4.

                 

                (g) Ownership
                  by Company.
                  The
                  Executive acknowledges and agrees that any of his work product
                  created, produced
                  or conceived in connection with his association with the Company
                  shall be deemed
                  work for hire and shall be deemed owned exclusively by the Company.
                  The
                  Executive agrees to execute and deliver all documents required
                  by the Company to
                  document or perfect the Company’s proprietary rights in and to the Executive’s
                  work product.

                 

                (h) Breach
                  of Restrictive Covenants.
                  In the
                  event of a breach by the Executive of any restrictive covenant
                  set forth in
Section
                  4,
                  the
                  Executive agrees that such a breach would cause irreparable injury
                  to the
                  Company, and that if the Company shall bring legal proceedings
                  against the
                  Executive to enforce any restrictive covenant, the Company shall
                  be entitled to
                  seek all available civil remedies, at law or in equity, including,
                  without
                  limitation, an injunction without posting a bond, damages, attorneys’ fees, and
                  costs.

                 

                (i) Successors
                  and Assigns.
                  The
                  Company and its successors and assigns may enforce these restrictive
                  covenants.

                 

                (j) Construction,
                  Survival.
                  If the
                  period of time, area, or scope of restriction specified in this
Section
                  4
                  should
                  be adjudged unreasonable in any proceeding, then the period of
                  time, area, or
                  scope shall be reduced so that the restrictions may be enforced
                  as is adjudged
                  to be reasonable. If the Executive violates any of the restrictions
                  contained in
                  this Section
                  4,
                  the
                  restrictive period shall be tolled during the time that the Executive
                  is in
                  violation. All the provisions of this Section
                  4
                  shall
                  survive the term of this Agreement and the Executive’s employment with the
                  Company.

                 

                
                  
                     

                  

                  
                    7

                    
                      

                    

                  

                  
                     

                  

                

                5. Termination.

                 

                (a) Termination
                  upon Death.
                  Executive’s employment hereunder shall terminate upon the death of Executive;
                  provided, however, that for purposes of this Agreement the Date
                  of Termination
                  (as defined below) based upon the death of Executive shall be deemed
                  to have
                  occurred on the last day of the month in which the death of the
                  Executive shall
                  have occurred.

                 

                (b) Termination
                  upon Incapacity.
                  If the
                  Executive is unable to perform the essential functions of his position,
                  with or
                  without reasonable accommodation, for a period in excess of thirty
                  (30) days
                  during the previous 12 months, due to a physical or mental illness,
                  disability
                  or condition, the Company may terminate Executive’s employment hereunder at the
                  end of any calendar month by giving written Notice of Termination
                  to Executive.
                  Any questions as to the existence, extent or potentiality of illness
                  or
                  incapacity of Executive upon which the Company and Executive cannot
                  agree shall
                  be determined by a qualified independent physician selected by
                  the Company. The
                  determination of such physician certified in writing to the Company
                  and to
                  Executive shall be final and conclusive for all purposes of this
                  Agreement.
Section
                  5(b)
                  of this
                  Agreement is intended to be interpreted and applied consistent
                  with any laws,
                  statutes, regulations and ordinances prohibiting discrimination,
                  harassment
                  and/or retaliation on the basis of a disability. 

                 

                (c) Termination
                  for Cause.
                  The
                  Company may terminate Executive’s employment hereunder for Cause (as defined
                  below) by giving written Notice of Termination to Executive. The
                  Date of
                  Termination (as defined below) shall be specified in the Notice
                  of Termination.
                  For the purpose of this Agreement, the Company shall have “Cause”
to
                  terminate Executive’s employment hereunder upon Executive’s (i) material breach
                  of his obligations under the terms of this Agreement, which breach
                  remains
                  uncured within ten (10) business days after receiving written notice
                  of such
                  breach from the Company, (ii) committed act(s) of gross misconduct
                  injurious to
                  the Company; (iii) conviction of a crime involving moral turpitude
                  or
                  constituting a felony under the laws of any state, the District
                  of Columbia or
                  of the United States of America, (iv) engagement in illegal drug
                  use or alcohol
                  abuse which prevents the Executive from performing his duties in
                  the manner
                  contemplated under this Agreement, (v) any misappropriation, embezzlement
                  or
                  conversion of the Company’s or any of its Subsidiary’s or affiliate’s property
                  by the Executive, or (vi) willful and material misconduct by the
                  Executive in
                  respect of the duties or obligations of the Executive under this
                  Agreement.

                 

                (d) Termination
                  by the Company without Cause.
                  The
                  Company may terminate the Executive’s employment at any time without Cause by
                  delivering written notice to the Executive. The Date of Termination
                  shall be
                  specified in the Notice of Termination. 

                 

                (e) Termination
                  by the Executive.
                  The
                  Executive may terminate this Agreement by delivering written notice
                  to the
                  Company. The Executive shall provide thirty (30) calendar days
                  written notice to
                  the Company. The Date of Termination shall be specified in the
                  Notice of
                  Termination; provided however, that the Date of Termination shall
                  not be earlier
                  than ninety (90) calendar days after delivery of the Notice of
                  Termination.


                 

                (f) Notice
                  of Termination.
                  Notice
                  of Termination to effectuate a termination under Section
                  5
                  shall be
                  made in accordance with the Notice provision defined in Section
                  6.
                  For
                  purposes of this Agreement, a “Notice
                  of Termination”
shall
                  mean a notice, in writing, which shall indicate the specific termination
                  provision of this Agreement relied upon as the basis for the Termination
                  and the
                  Date of Termination. The Date of Termination shall not be earlier
                  than the date
                  such notice is delivered; provided however, that the Company, at
                  its option, may
                  in all cases elect to have the Executive not report to work after
                  the date of
                  the written notice.

                 

                
                  
                     

                  

                  
                    8

                    
                      

                    

                  

                  
                     

                  

                

                 

                (g) Date
                  of Termination.“Date
                  of Termination”
means
                  the date on which this Agreement shall terminate in accordance
                  with the
                  provisions of this Section
                  5.
                  

                 

                (h) Obligation
                  to Pay. 

                 

                (i) For
                  terminations under Section
                  5(a),
                  the
                  estate of Executive shall be paid any Incentive Bonus awarded before
                  death, any
                  Benefits Bonus if it was otherwise payable to the Executive at
                  the time of his
                  death and any Sale Bonus if it was otherwise payable to the Executive
                  at the
                  time of his death. The estate of the Executive also shall be paid
                  the pro-rated
                  Base Salary and any accrued but unused vacation through the end
                  of the month in
                  which the death of Executive occurred. The estate of the Executive
                  also will be
                  paid any Business Expenses incurred before the Date of Termination.
                  The
                  Incentive Bonus and the Benefits Bonus will be pro-rated to the
                  Date of
                  Termination. The Company shall have no further obligation to the
                  Executive under
                  this Agreement.

                 

                (ii) For
                  terminations under Section
                  5(b),
                  the
                  Executive or the person charged with legal responsibility for the
                  Executive’s
                  estate shall be paid any Incentive Bonus awarded before the Date
                  of Termination,
                  any Benefits Bonus if it was otherwise payable to the Executive
                  at the Date of
                  Termination and any Sale Bonus if it was otherwise payable to the
                  Executive at
                  the Date of Termination. The Executive or the person charged with
                  legal
                  responsibility for the Executive’s estate also shall be paid the pro-rated Base
                  Salary and any accrued but unused vacation through the Date of
                  Termination. The
                  Executive or the person charged with legal responsibility for the
                  Executive’s
                  estate also will be paid any Business Expenses incurred before
                  the Date of
                  Termination. The Incentive Bonus and the Benefits Bonus will be
                  pro-rated to the
                  Date of Termination. The Company shall have no further obligation
                  to the
                  Executive under this Agreement.

                 

                (iii) For
                  terminations for Cause under Section
                  5(c),
                  the
                  Company shall pay the Executive his Base Salary through the Date
                  of Termination
                  and any Business Expenses incurred before the Date of Termination.
                  The Company
                  shall have no further obligations to Executive under this Agreement.
                  The
                  Executive foregoes any entitlement to any unpaid Incentive Bonus,
                  any unpaid
                  Benefit Bonus, any unpaid Sale Bonus, non-awarded Options and to
                  all remaining
                  Base Salary and benefits. 

                 

                (iv) For
                  terminations without Cause under Section
                  5(d),
                  the
                  Company shall pay the Base Salary specified in this Agreement to
                  Executive for
                  nine (9) months from the Date of Termination set forth in the Notice
                  of
                  Termination. The Base Salary will be paid at regular payroll intervals
                  until the
                  expiration of the nine (9) months. The Executive only shall receive
                  a pro-rated
                  Benefits Bonus if it was otherwise payable to the Executive at
                  the Date of
                  Termination, a pro-rated Incentive Bonus if awarded before the
                  Date of
                  Termination, any Business Expenses incurred before the Date of
                  Termination, and
                  accrued but unused vacation. The Executive will not be entitled
                  to receive any
                  other Incentive Bonus, Benefits Bonus or other benefits (including
                  non-awarded
                  Options) which were not awarded before the Date of Termination.
                  The Company
                  shall have no further obligation to the Executive under this Agreement
                  other
                  than the payment of any Sale Bonus pursuant to Section
                  3(c).

                 

                
                  
                     

                  

                  
                    9

                    
                      

                    

                  

                  
                     

                  

                

                (v) For
                  terminations without Cause under Section
                  5(e),
                  if the
                  Executive terminates the Agreement, he waives all claims to any
                  unpaid Incentive
                  Bonus, any unpaid Benefits Bonus and any unpaid Sale Bonus. Likewise,
                  the
                  Company’s obligation to pay Base Salary, any Business Expenses incurred
                  before
                  the Date of Termination, the Incentive Bonus, the Benefits Bonus,
                  the Sale Bonus
                  and other benefits ceases on the Date of Termination (i.e., last
                  day worked) by
                  the Executive. The Company shall have no further obligation to
                  the Executive
                  under this Agreement.

                 

                6. Notice.
                  For the
                  purpose of this Agreement, notices and all other communications
                  to either party
                  hereunder provided for in the Agreement shall be in writing and
                  shall be deemed
                  to have been duly given when delivered in person or mailed by certified
                  mail,
                  return receipt requested, postage prepaid, or sent by telecopy:


                 

                
                  	
                          in
                            the case of the Company to:

                        	
                          NeoMedia
                            Technologies, Inc.

                        
	 	
                          Two
                            Concourse Parkway 

                        
	 	
                          Suite
                            500

                        
	 	
                          Atlanta,
                            GA 30328

                        
	 	
                          USA

                        
	 	
                          (678)
                            6380-0466 (facsimile)

                        
	 	
                          Attention:
                            Chief Financial Officer

                        
	 	 
	 	 
	
                          with
                            a copy to:

                        	
                          Kirkpatrick
                            & Lockhart Preston Gates Ellis LLP

                        
	 	
                          200
                            South Biscayne Boulevard - 39th Floor

                        
	 	
                          Miami,
                            Florida 33131

                        
	 	
                          USA

                        
	 	
                          (305)
                            358-7095 (facsimile)

                        
	 	
                          Attention:
                            Clayton
                            E. Parker, Esq.

                        
	 	 
	
                          in
                            the case of Executive to:

                        	
                          Iain
                            A. McCready

                        
	 	
                          7
                            Upper Coltbridge Terrace

                        
	 	
                          Edidnburgh,
                            UK 

                        
	 	
                          EH126AD

                        
	 	
                          +44
                            1313370885 (facsimile)

                        
	 	 


                

                or
                  to
                  such other address as either party shall designate by giving written
                  notice of
                  such change to the other party.

                 

                7. Books
                  and Records.
                  All
                  books, records, documents, accounts and other materials of any
                  kind regarding
                  the Company or any of its Subsidiaries, including, without limitation,
                  marketing
                  materials, electronic mail, and computer files, tapes and discs,
                  and all copies,
                  summaries or extracts of any such materials, whether prepared by
                  the Executive
                  or otherwise coming into the Executive’s possession, shall be the exclusive
                  property of the Company and shall be returned immediately to the
                  Company upon
                  the expiration or termination of this Agreement for any reason
                  or upon request
                  by the Board of Directors. The Executive’s obligations under this Section 7
                  shall
                  exist whether or not any of these materials contain Confidential
                  Information.
                  The parties hereto shall comply with all applicable laws and regulations
                  regarding retention of and access to this Agreement and all books,
                  documents and
                  records in connection therewith.

                 

                
                  
                     

                  

                  
                    10

                    
                      

                    

                  

                  
                     

                  

                

                8. Prior
                  Agreements.
                  The
                  Executive represents to the Company (a) that there are no restrictions,
                  agreements, or understandings whatsoever to which the Executive
                  is a party which
                  would prevent or make unlawful the Executive’s execution of this Agreement or
                  employment hereunder, (b) that the Executive’s execution of this Agreement and
                  employment hereunder shall not constitute a breach of any contract,
                  agreement or
                  understanding, oral or written, to which the Executive is a party
                  or by which
                  the Executive is bound, and (c) that the Executive is free and
                  able to execute
                  this Agreement and to enter into employment by the Company. A written
                  or oral
                  notice or complaint that Executive breached this provision or violated
                  a
                  restrictive covenant or an agreement not to disclose confidential
                  information
                  shall subject the Executive, at the Company’s sole discretion, to immediate
                  termination with Cause. The Executive also agrees to fully indemnify
                  the Company
                  for any and all damages, costs and/or attorney’s fees incurred by the Company
                  that arise from any claims that were related to the Executive’s alleged breach
                  of a restrictive covenant or an agreement not to disclose confidential
                  information.

                 

                9. Specific
                  Performance.
                  It is
                  agreed that the rights granted to the parties hereunder are of
                  a special and
                  unique kind and character and that, if there is a breach by any
                  party of any
                  material provision of this Agreement, the other party would not
                  have any
                  adequate remedy at law. It is expressly agreed, therefore, that
                  the rights of
                  the parties hereunder may be enforced by an action for specific
                  performance and
                  other equitable relief without the parties posting a bond.

                 

                10. Further
                  Assurances.
                  Each of
                  the parties hereto shall execute and deliver any and all additional
                  papers,
                  documents and other assurances, and shall do any and all acts and
                  things
                  reasonably necessary in connection with the performance of their
                  obligations
                  hereunder and to carry out the intent of the parties hereto.

                 

                11. Right
                  to Review and Seek Counsel.
                  The
                  Executive acknowledges that he has had the opportunity to seek
                  independent
                  counsel and tax advice in connection with the execution of this
                  Agreement and
                  the Executive acknowledges that he has not relied on any representation
                  of the
                  Company as to tax matters, or as to the consequences of the execution
                  hereof.


                 

                12. Waiver.
                  The
                  waiver by the Company of a breach or threatened breach of this
                  Agreement by the
                  Executive shall not be construed as a waiver of any subsequent
                  breach by the
                  Executive.

                 

                13. Entire
                  Agreement/Amendments.
                  No
                  provision of this Agreement may be modified, waived or discharged
                  unless such
                  waiver, modification or discharge is approved by the Board of Directors
                  and
                  agreed to in writing signed by Executive and such officer as may
                  be specifically
                  authorized by the Board of Directors. This Agreement contains the
                  entire
                  understanding of the parties hereto and no agreements or representations,
                  oral
                  or otherwise, express or implied, with respect to the subject matter
                  hereof have
                  been made by either party, which are not set forth expressly in
                  this Agreement.
                  This Agreement supersedes all negotiations, preliminary agreements,
                  and all
                  prior and contemporaneous discussions and understandings of the
                  parties hereto
                  and/or their affiliates, including the Executive’s prior consultancy agreement
                  with the Company. The Executive acknowledges that he has not relied
                  on any prior
                  or contemporaneous discussions or understandings in entering into
                  this
                  Agreement. 

                 

                
                  
                     

                  

                  
                    11

                    
                      

                    

                  

                  
                     

                  

                

                 

                14. Governing
                  Law; Venue.
                  This
                  Agreement shall be governed and construed in accordance with the
                  laws of the
                  State of Delaware (without reference to the choice of law provisions
                  of Delaware
                  law). In addition, each of the parties hereto (a) consents to submit
                  itself to
                  the personal jurisdiction of any federal court located in the State
                  of Delaware
                  or of any state court located in the State of Delaware in the event
                  any dispute
                  arises out of this Agreement, (b) agrees that it will not attempt
                  to deny or
                  defeat such personal jurisdiction by motion or other request for
                  leave from any
                  such court and (c) agrees that it will not bring any action relating
                  to this
                  Agreement or the transactions contemplated by this Agreement in
                  any court other
                  than a federal court located in the State of Delaware or a state
                  court located
                  in the State of Delaware (other than to enforce the judgment of
                  such
                  court).

                 

                15. Headings
                  and Captions.
                  The
                  titles and captions of paragraphs and subparagraphs contained in
                  this Agreement
                  are provided for convenience of reference only, and shall not be
                  considered
                  terms or conditions of this Agreement.

                 

                16. Validity.
                  The
                  invalidity or unenforceability of any provision of this Agreement
                  shall not
                  affect the validity or enforceability of any other provision of
                  this Agreement,
                  which shall remain in full force and effect. 

                 

                17. Survival.
                  The
                  parties hereto specifically acknowledge and agree that all of the
                  provisions of
Sections
                  4, 5, 6, 7, 14
                  and
18.
                  and
                  such other provisions of this Agreement shall survive (a) the expiration of
                  the Employment Period of this Agreement or (b) the termination of this
                  Agreement for any reason, as necessary to carry out the intentions
                  of the
                  parties expressed herein.

                 

                18. Successors
                  and Assigns.
                  This
                  Agreement shall be binding upon and inure to the benefit of the
                  Company and its
                  successors and assigns, and the Executive agrees that this Agreement
                  may be
                  assigned by the Company. This Agreement is not assignable by the
                  Executive.

                 

                19. Neutral
                  Construction.
                  No
                  party may rely on any drafts of this Agreement in any interpretation
                  of the
                  Agreement. Each party to this Agreement has reviewed this Agreement
                  and has
                  participated in its drafting and, accordingly, no party shall attempt to invoke
                  the normal rule of construction to the effect that ambiguities
                  are to be
                  resolved against the drafting party in any interpretation of this
                  Agreement.

                 

                20. Counterparts.
                  This
                  Agreement may be executed in one or more counterparts, each of
                  which shall be
                  deemed to be an original but all of which together will constitute
                  one and the
                  same instrument. 


              
                


                
                  
                     

                  

                  
                    12

                    
                      

                    

                  

                  
                     

                  

                

                IN
                  WITNESS WHEREOF,
                  the
                  parties hereto have executed this Agreement on June 10, 2008.  

                 

                
                  	
                          NEOMEDIA
                            TECHNOLOGIES, INC.,

                            a
                            Delaware corporation

                        	 	
                          IAIN
                            MCCREADY

                        
	 	 	 
	 	 	 
	
                          By:  

                        	
                        	/s/
                          Scott Womble	 	
                          By:

                        	/s/
                          Iain McCready
	 	 	 
	
                          Name:
                            Scott
                            Womble

                        	 	 
	 	 	 
	
                          Title:
                            Chief
                            Financial Officer

                        	 	 
	 	 	 


                

                 

                
                  
                     

                  

                  
                    13

                    
                      

                    

                  

                  
                     

                  

                

                 

                SCHEDULE
                  I

                


                 

                ScandBuy

                 

                3GVision

                 

                Mobiletag

                 

                Beetag

                 

                ShotCode 

                 

                
                  
                     

                  

                  
                    14