SHARE
      PURCHASE AGREEMENT

    


    THIS
      AGREEMENT
      is made
      as of the 26th
      day of
      October, 2007,

    


    


    AMONG

    


    NEOMEDIA
      TECHNOLOGIES INC.

    


    (the
      “Parent”)

    


    and

    


    NEOMEDIA
      TELECOM SERVICES INC.

    


    (the
      “Vendor”)

    


    and

    


    GREYWOLF
      ENTERTAINMENT INC.

    


    (the
      “Purchaser”)

    


    


    WHEREAS
      the Vendor is a wholly-owned subsidiary of the Parent; and 

    


    WHEREAS
      the Vendor is the registered owner of ninety (90%) percent of the issued and
      outstanding shares in the capital stock of Triton Global Business Services
      Inc.
      (the "Corporation"),
      as
      described in Schedule
      A
      hereto
      (the "Shares");

    


    AND
      WHEREAS the Corporation owes certain debts to the Parent, in the aggregate
      amount of $1,948,309.36, and having the particulars described in Schedule
      B
      hereto
      (collectively, the "Loans");

    


    AND
      WHEREAS the Purchaser desires to purchase the Shares from the Vendor, and to
      assume the Loans;

    


    AND
      WHEREAS the Vendor desires to sell the Shares to the Purchaser, and Parent
      desires to assign the Loans to the Purchaser;

    


    NOW
      THEREFORE THIS AGREEMENT WITNESSETH THAT in consideration of the covenants,
      agreements and payment herein provided, the parties hereto hereby covenant
      and
      agree as follows:  

     

    1.    The
      Vendor hereby represents and warrants to the Purchaser that it is the registered
      and beneficial owner of the Shares, as described in Schedule
      A hereto. 

     

    2.    On
      the
      terms and subject to the conditions herein set out, the Parent shall cause
      the
      Vendor to sell to the Purchaser, and the Purchaser shall purchase from the
      Vendor, the Shares, and the Parent shall assign to the Purchaser and the
      Purchaser shall assume the Loans, all effective October 26, 2007 (the
“Closing
      Date”).
      


    
      
         

      

      
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    3.    The
      Purchaser will pay the sum of One Million U.S. Dollars (US$1,000,000.00) for
      the
      Shares (the “Purchase
      Price”)
      to the
      Parent, by cash, certified cheque or solicitor's trust cheque.

     

    4.    The
      Purchaser shall assume the Loans, and the Parent shall assign the Loan to the
      Purchaser. The Purchaser shall pay the sum of Three Hundred Fifty Thousand
      U.S.
      Dollars (US$350,000.00) (the "Loan
      Amount") to
      the
      Parent by cash, certified cheque or solicitor's trust cheque. 

     

    5.    The
      Purchaser shall assume all past, present and future liabilities of the
      Corporation, which liabilities are fairly and accurately represented on those
      financial statements of the Corporation previously provided by the Parent to
      the
      Purchaser (the “Financial
      Statements”).
      The
      Purchaser shall also assume liability for any outstanding claims, suits or
      actions pending or threatened against the Corporation. 

     

    6.    The
      Vendor and the Parent hereby represent and warrant, to the best of their
      knowledge, to the Purchaser as follows:

     

    
      	 	
              (a)

            	
              the
                Shares are solely owned by the Vendor as the registered owner, with
                a good
                and marketable title thereto, free and clear of all mortgages, liens,
                charges, security interests, adverse claims, pledges, encumbrances
                and
                demands whatsoever, except as described in Schedule
                C;

            


    

     

    
      	 	
              (b)

            	
              the
                authorized capital of the Corporation is described in Schedule
                A,
                and all of the shares in the capital stock of the Corporation have
                been
                duly and validly issued and are outstanding as fully paid and
                non-assessable, and are registered on the books of the Corporation
                in the
                names of the persons holding such
                shares;

            


    

     

    
      	 	
              (c)

            	
              the
                Parent and the Vendor have the necessary power and authority to enter
                into
                and perform their obligations under this
                Agreement;

            


    

     

    
      	 	
              (d)

            	
              no
                person, firm or corporation other than the Purchaser has any agreement
                or
                option or any right or privilege (whether by law, pre-emptive or
                contractual) capable of becoming an agreement or option for the purchase
                from the Parent or the Vendor of the
                Shares;

            


    

     

    
      	 	
              (e)

            	
              the
                Shares shall at the Closing Date be effectively transferred to the
                Purchaser free and clear of any actual or threatened liens, charges,
                pledges, hypothecations, claims, set-offs, options, calls, reservations,
                liabilities, security interests or encumbrances of any nature or
                kind
                whatsoever;

            


    

     

    
      	 	
              (f)

            	
              the
                Loans are bona fide debt obligations of the Corporation owing to
                the
                Parent for monies actually advanced by the Parent to the Corporation,
                the
                Corporation had all necessary authorizations to enter into the Loans
                with
                the Parent, the Loans are not in default, the Loans have not been
                settled,
                compromised or waived, and are good and collectible debts of the
                Parent at
                the face value thereof;

            


    

     

    
      	 	
              (g)

            	
              the
                Parent has the right to assign the Loans to the Purchaser, and the
                Corporation has been notified of, and provided its consent to such
                assignment;

            


    


    
      
         

      

      
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              (h)

            	
              the
                execution and delivery of this Agreement by the Parent and the Vendor
                and
                the consummation of the transactions contemplated hereby shall not
                result
                in a breach of any of the terms or conditions of or constitute default
                under any contract, agreement, commitment, indenture, mortgage, note,
                bond, license or other instrument or obligation to which the Parent
                or the
                Vendor is now a party or by which the Parent or the Vendor or any
                of the
                Shares or Loans may be bound or
                affected;

            


    

     

    
      	 	
              (i)

            	
              this
                Agreement has been duly executed and delivered by the Parent and
                the
                Vendor and this Agreement and each of the documents delivered pursuant
                hereto constitutes, or will, at the time of execution and delivery
                by the
                Parent and the Vendor, constitute, valid and binding obligations
                of the
                Parent and the Vendor, enforceable in accordance with its
                terms

            


    

     

    
      	 	
              (j)

            	
              the
                Corporation is duly incorporated, organized and is validly existing
                in
                good standing under the laws of Canada and has all necessary corporate
                power, authority and capacity to own or lease its property and assets
                and
                to carry on its business as presently conducted by it. No proceedings
                have
                been taken or authorized by the Corporation, or by any other person,
                with
                respect to the bankruptcy, insolvency, liquidation, dissolution or
                winding
                up of the Corporation or with respect to any amalgamation, merger,
                consolidation, arrangement or reorganization relating to the Corporation.
                The Corporation possesses all licences required to be maintained
                by the
                Corporation and material to the conduct of the business as presently
                carried on by the Corporation;

            


    

     

    
      	 	
              (k)

            	
              with
                the exception of its ownership interest in Triton Global Communications,
                Inc., the Corporation has no subsidiaries and owns no shares in the
                capital of any other corporation and has not agreed to acquire any
                shares
                in the capital of any other corporation.


            


    

     

    
      	 	
              (l)

            	
              the
                minute book for the Corporation is complete and accurate and contains
                complete copies of all resolutions passed, meeting held and actions
                taken
                by the directors and shareholders of the Corporation as of the date
                hereof. All meetings held and resolutions passed were duly held,
                notice
                was given or waived in accordance with applicable law, the constating
                documents and by-laws of the Corporation, and quorum was present.
                The
                minute book for the Corporation contains complete and accurate registers
                of shareholders, officers and directors of the Corporation. The directors
                and officers of the Corporation have been duly and validly elected
                or
                appointed;

            


    

     

    
      	 	
              (m)

            	
              no
                dividends have been declared or paid on or in respect of any of the
                shares
                of the Corporation and no other distribution on any of its securities
                or
                shares has been made by the Corporation since the date of the Financial
                Statements save and except as disclosed in writing to the Purchaser.
                All
                dividends which, to the date of this Agreement, have been declared
                by the
                Corporation have been duly and validly declared and paid in full
                and there
                remains no outstanding obligation in respect
                thereof;

            


    

     

    
      	 	
              (n)

            	
              the
                property and assets of the Corporation are owned beneficially by
                the
                Corporation as the legal and beneficial owner thereof, with a good
                and

            


    


    
      
         

      

      
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    marketable
      title thereto, free and clear of all liens, charges and encumbrances, except
      as
      described in Schedule
      C;

     

    
      	 	
              (o)

            	
              the
                Corporation has the right to use its name, and is the legal and beneficial
                owner of all trade-marks, patents, copyright and other intellectual
                property used by the Corporation in its business, free and clear
                of all
                liens, charges and encumbrances, and is not a party to or bound by
                any
                agreement or any other obligation whatsoever that limits or impairs
                its
                ability to sell, transfer, assign or convey, or that otherwise affects,
                such intellectual property, except as described in Schedule
                C.
                The Corporation is not infringing upon the industrial or intellectual
                property rights, domestic or foreign, of any other person.
                

            


    

     

    
      	 	
              (p)

            	
              the
                Parent and the Vendor have disclosed to the Purchaser all material
                contracts and agreements to which the Corporation is a party or by
                which
                it is bound, and the Corporation is in compliance, in all material
                respects, with the terms of each such material contract including,
                without
                limitation, with all obligations to expend monies or to perform work
                and
                there has occurred no event which would constitute any material default
                or
                breach by the Corporation. The Corporation has the capacity, including
                the
                necessary personnel, equipment and supplies (subject to ordinary
                hiring
                and purchasing requirements), to perform all of its obligations under
                such
                contracts and agreements. 

            


    

     

    
      	 	
              (q)

            	
              the
                Corporation maintains such policies of insurance, issued by responsible
                insurers, as are appropriate to its business and assets, and against
                such
                risks as are customarily carried and insured against by owners of
                comparable businesses and assets, which policies are all in full
                force and
                effect, and the Corporation is not in material default, whether as
                to the
                payment of premium or otherwise, under the terms of any such
                policy;

            


    

     

    
      	 	
              (r)

            	
              as
                of the Closing Date:

            


    

     

    
      	 	
              i.

            	
              there
                are no actions, suits or proceedings pending or threatened, before
                or by
                any federal, provincial, municipal or other governmental department,
                commission, board, bureau, agency or instrumentality, domestic or
                foreign
                entity;

            


    

     

    
      	 	
              ii.

            	
              there
                are no existing grounds on which any such action, suit or proceeding
                might
                be commenced with any reasonable likelihood of success;
                

            


    

     

    
      	 	
              (s)

            	
              the
                Corporation has not made any guarantees, assurances, indemnities
                or
                otherwise guaranteed or promised to make payment for the debts of
                any
                other person or entity;

            


    

     

    
      	 	
              (t)

            	
              the
                Corporation has duly filed all reports or returns with respect to
                income,
                capital, sales, goods and services, excise, business and property
                tax and
                all other taxes or customs duties required to be filed by it and
                has paid
                all taxes, governmental charges, penalties, interest and fines due
                and
                payable by the Corporation up to the date hereof. The Corporation
                has paid
                as and when required by law all tax instalments due or alleged to
                be due
                up to the date

            


    


    
      
         

      

      
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    hereof.
      The Corporation has made adequate provision for the taxes which are payable
      during the fiscal period(s) for which tax returns are not yet required to be
      filed;

     

    
      	 	
              (u)

            	
              the
                accounts receivable shown on the Financial Statements either have
                been
                collected or are good and collectible at the aggregate recorded amounts
                thereof, except to the extent of any reserves provided for such accounts
                in the Financial Statements as adjusted in the ordinary and usual
                course
                of business.

            


    

     

    
      	 	
              (v)

            	
              the
                Financial Statements have been prepared in accordance with accounting
                principles generally accepted in the United States of America and
                fairly
                and accurately represent the financial condition and all assets and
                liabilities of the Corporation; and

            


    

     

    
      	 	
              (w)

            	
              the
                books and records, financial, corporate and otherwise, of the Corporation
                fairly and correctly set out and disclose in all material respects
                the
                financial position of the Corporation as at the date hereof and all
                material financial transactions of the Corporation have been accurately
                recorded in such books and records. There has been no change in the
                operation, affairs or condition of the Corporation since date of
                the
                Financial Statements.

            


    

     

    7.    The
      Purchaser hereby represents and warrants to the Parent and Vendor as
      follows:

     

    
      	 	
              (a)

            	
              the
                execution and delivery of this Agreement by the Purchaser and the
                consummation of the transactions contemplated hereby shall not result
                in a
                breach of any of the terms or conditions of or constitute default
                under
                any contract, agreement, commitment, indenture, mortgage, note, bond,
                license or other instrument or obligation to which the Purchaser
                is now a
                party or by which the Purchaser is
                bound;

            


    

     

    
      	 	
              (b)

            	
              the
                Purchaser is not a non-Canadian within the meaning of the Investment
                Canada Act
                (Canada); and

            


    

     

    
      	 	
              (c)

            	
              this
                Agreement has been duly executed and delivered by the Purchaser and
                this
                Agreement and each of the documents delivered pursuant hereto constitutes,
                or will, at the time of execution and delivery by the Purchaser,
                constitute, valid and binding obligations of the Purchaser, enforceable
                in
                accordance with its terms.

            


    

     

    8.    The
      representations and warranties contained herein will survive the completion
      of
      the purchase and sale of the Shares and the assignment and the assumption of
      the
      Loans notwithstanding such completion nor any investigation made by or on behalf
      of the Purchaser and will continue in full force and effect for the benefit
      of
      the Purchaser for a period of one (1) year from the Closing Date.
      Notwithstanding the foregoing, the representations set forth in paragraph
      6(t) will
      continue for the period during which the applicable taxing authority has the
      right to issue a re-assessment.


    
      
         

      

      
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    9.    On
      the
      Closing Date, the Parent or the Vendor, as applicable, shall deliver to the
      Purchaser:

     

    
      	 	
              (a)

            	
              certificates
                respecting all the Shares, duly endorsed in blank for transfer, and
                will
                cause transfers of such shares to be duly and regularly recorded
                in the
                name of the Purchaser, or its
                nominee(s);

            


    

     

    
      	 	
              (b)

            	
              an
                executed copy of a non-competition agreement and non-solicitation
                covenant, in
                form satisfactory to the Purchaser, prohibiting the Parent and the
                Vendor,
                directly or indirectly, in any manner whatsoever, from competing
                with the
                Corporation within Canada and the United States for a period of one
                (1)
                year following Closing Date with any business of the Corporation,
                other
                than with respect to cellular services. The Parent and the Vendor
                shall
                also agree not to solicit or otherwise divert employees, customers
                or
                suppliers of the Corporation and not to use any of the Corporation's
                confidential or proprietary
                information;

            


    

     

    
      	 	
              (c)

            	
              evidence
                of pending issuance of certificates representing shares of the Parent,
                registered in the name of Guy Fietz, or his nominee, on the Closing
                Date,
                of that number of shares of restricted common stock of the Parent
                having a
                market value of One Hundred Thirty Thousand U.S. Dollars ($130,000.00),
                based on the average closing price of such shares on the Over-the-Counter
                Bulletin Board for the seven (7) days prior to the Closing Date.
                A copy of
                a letter of instruction to the Parent’s stock transfer agent, along with
                proof of delivery of such letter of instruction, shall constitute
                satisfactory evidence of pending issuance on the Closing
                Date;

            


    

     

    
      	 	
              (d)

            	
              an
                executed copy of resolutions of the board of directors of the Parent
                and
                the Vendor authorizing all matters contemplated
                herein,

            


    

     

    
      	 	
              (e)

            	
              possession
                of all premises occupied by the Corporation together with all keys
                and any
                alarm codes in respect thereto; and

            


    

     

    
      	 	
              (f)

            	
              all
                of the Corporation's books and records of every nature and kind whatsoever
                and all original copies of documents, including, without limitation,
                all
                contracts, insurance policies, minute books and copies of all income
                tax
                returns filed by the Corporation and supporting documents thereto,
                wherever such books, records and documents may be situated and in
                whatever
                form or terms they may be stored
                in.

            


    

     

    10.    The
      Parent
      and the Vendor shall jointly and severally indemnify and save harmless the
      Purchaser from all claims, actions, damages or losses suffered or incurred
      by
      the Purchaser as a result of or arising directly or indirectly out of or in
      connection with:

     

    
      	 	
              (a)

            	
              any
                breach by the Parent or the Vendor of, or any inaccuracy of, any
                representation or warranty of the Parent or the Vendor contained
                in this
                Agreement or in any agreement, certificate or other document delivered
                pursuant hereto; and

            


    

     

    
      	 	
              (b)

            	
              any
                breach or non-performance by the Parent or the Vendor of any covenant
                to
                be performed by them that is contained in this Agreement or in any
                agreement, certificate or other document delivered pursuant
                hereto.

            


    


    
      
         

      

      
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    The
      indemnity shall be limited to an amount of One Million Three Hundred Fifty
      Thousand U.S. Dollars (US$1,350,000.00).

     

    11.    The
      Purchaser shall be entitled to apply, on behalf of the Vendor, for a certificate
      pursuant to section 116 of the Income
      Tax Act (Canada),
      in respect of tax payable by the Vendor on the sale of the Shares. The Vendor
      shall execute all such authorizations and other documents as may be reasonably
      required by the Purchaser, and shall grant the Purchaser access to its books,
      records and information to enable the Purchaser to complete the application.
      The
      Vendor shall be responsible for the payment of any Corporate Income tax (if
      any)
      arising from the sale of the Shares by the Vendor to the Purchaser, related
      to
      Vendor’s gain or loss on the sale of stock transaction on the Vendor’s books of
      record.

     

    12.    Notwithstanding
      the closing of the transactions contemplated herein, thirty percent (30%) of
      all
      monies received by the Corporation from The Billing Resource, aka Integretel
      Billing Solutions, dba Integretel, or any subsidiary or successor thereof
      (collectively, “Integretel”), on account of traffic and receivables relating to
      periods prior to the Closing Date, shall be received by the Corporation and
      held
      in trust for the benefit of the Parent, and the Purchaser shall cause the
      Corporation to promptly pay all such amounts to the Parent. For a period up
      to
      18 months (18) from the date hereof, Parent shall have the right, at its own
      cost, to audit the books and records of Purchaser with respect to amounts paid
      by Integretel. Parent shall provide a written notice to Purchaser of its intent
      to audit, along with a schedule of requested documentation. Purchaser shall
      have
      fifteen (15) business days to provide such information. If
      an
      inspection or audit discloses an understatement of payments or nonpayment due
      to
Parent
      under
      this Share Purchase Agreement, Purchaser shall pay Parent,
      within
      fifteen (15) days after receipt of the Parent
      inspection
      or audit report, the amount of the understatement, plus interest from the date
      originally due until the date of payment at a rate of 10% per annum. Purchaser
      shall reimburse Parent
      for
      the
      cost of the audit or inspection, including the charges of attorneys and any
      independent accountants and the travel expenses, room and board and compensation
      of Parent’s
      employees.

     

    13.    The
      Parent and the Vendor shall cause all necessary steps and proceedings to be
      taken as may be reasonably required by the Corporation’s solicitors to permit
      the purchase of the Shares and the assumption of the Loans by the Purchaser
      and
      the Vendor shall deliver at the Closing Date a certificate representing the
      Shares duly endorsed for transfer to the Purchaser, and the Parent shall deliver
      a duly executed assignment of the Loans to the Purchaser.

     

    14.    The
      parties hereto shall request that the Corporation cause the Shares and the
      Loans
      to be transferred on the books of the Corporation, to cancel the existing share
      certificates, issue new share certificates in the name of the Purchaser and
      to
      make entries in the securities register of the Corporation
      accordingly.

     

    15.    Each
      of
      the parties will pay their own legal, accounting and other expenses incurred
      in
      connection with this Agreement. 

     

    16.    This
      Agreement shall be governed by and construed in accordance with the laws of
      Manitoba.

     

    17.    The
      parties hereto shall sign, do and cause to be done everything reasonably
      necessary or desirable to give full effect to this agreement and every part
      hereof.

    


    [Remainder
      of Page Intentionally Left Blank]


    
      
         

      

      
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    IN
      WITNESS WHEREOF the parties hereto have executed this agreement effective the
      date set forth above.

    


    NEOMEDIA
      TECHNOLOGIES INC.

     

     

    Per: 
      /s/
      William Hoffman

      
        

      

    

    Name:
      William Hoffman

    Title:
      CEO

     

    I
      have
      authority to bind the corporation.

     

    NEOMEDIA
      TELECOM SERVICES INC.

     

    Per: 
      /s/
      Scott
      Womble

      
        

      

    

    Name:
      Scott Womble

    Title:
      Secretary & Treasurer

     

    I
      have
      authority to bind the corporation.

     

    GREYWOLF
      ENTERTAINMENT INC.

     

    Per: 
      /s/
      Guy
      Fietz

      
        

      

    

    Name:
      Guy
      Fietz

    Title:
      CEO

     

    I
      have
      authority to bind the corporation.

     

    
      
         

      

        -8-