EXHIBIT 10.9

                           NEOMEDIA TECHNOLOGIES, INC.

                             1998 STOCK OPTION PLAN

1.       PURPOSE OF THE PLAN

         This Stock  Option Plan (the "Plan") is intended as an incentive to key
employees,  consultants  and  directors  of  NeoMedia  Technologies,  Inc.  (the
"Company")  and its  subsidiaries.  The  purpose  of the Plan is to  assist  the
Company in retaining  its employees  with a high degree of training,  experience
and  ability,  to attract new  employees  and  consultants  whose  services  are
considered  unusually  valuable and to provide stock ownership  opportunities to
the members of the Board of  Directors  of the Company who are not  employees of
the Company or a subsidiary ("Nonemployee Directors").

2.       GENERAL PROVISIONS

         2.1      Definitions

         As used in the Plan:

         (a) "Board of Directors" means the Board of Directors of the Company.

         (b) "Code" means the Internal  Revenue Code of 1986,  including any and
all amendments thereto.

         (c) "Committee" means the options  committee  appointed by the Board of
Directors from time to time to administer the Plan pursuant to Section 2.2.

         (d) "Common Stock" means the Company's Common Stock, $.01 par value.

         (e)  "Participant"  means a  person  to whom a Stock  Option  has  been
granted under the Plan.

         (f) "Rule  16b-3"  means Rule 16b-3  promulgated  under the  Securities
Exchange Act of 1934, as amended from time to time, or any successor rule.

         (g) "Stock Option" means an option granted under the Plan.

         (h) "Subsidiary"  means any corporation  (other than the Company) in an
unbroken chain of corporations beginning with the Company if, at the time of the
granting  of the Stock  Option,  each of the  corporations  other  than the last
corporation  in the unbroken chain owns 50% or more of the total voting power of
all classes of stock in one of the other corporations in such chain.

         2.2      Administration of the Plan

         (a) The Plan shall be  administered by the Committee which shall at all
times consist of two (2) or more persons,  each of whom shall be a member of the
Board of Directors. Each member of the Committee shall be a disinterested person
(as such term is defined in Rule 16b-3). The Board of Directors may from time to
time remove  members  from, or add members to, the  Committee.  Vacancies on the
Committee,  howsoever  caused,  shall be filled by the Board of  Directors.  The
Committee  shall select one of its members as Chairman,  and shall hold meetings
at such times and places as it may determine.

         (b) The Committee shall have the full power,  subject to and within the
limits of the Plan, to: (i) interpret and administer the Plan, and Stock Options
granted  under  it;  (ii)  make and  interpret  rules  and  regulations  for the
administration  of the Plan and to make  changes  in and  revoke  such rules and
regulations  (and in the exercise of this power,  shall generally  determine all
questions  of policy and  expediency  that may arise and may correct any defect,


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omission,  or inconsistency in the Plan or any agreement evidencing the grant of
any Stock  Option in a manner and to the extent it shall deem  necessary to make
the Plan fully  effective);  (iii) determine those persons to whom Stock Options
shall be  grantedand  the number of Stock  Options to be granted to any  person;
(iv)  determine  the terms of Stock Options  granted under the Plan,  consistent
with the  provisions of the Plan;  and (v)  generally,  exercise such powers and
perform  such  acts in  connection  with the  Plan as are  deemed  necessary  or
expedient to promote the best interests of the Company.  The  interpretation and
construction  by the  Committee  of any  provision  of the Plan or of any  Stock
Option shall be final, binding and conclusive. Members of the Committee shall be
subject to any additional  restrictions  necessary to satisfy the  disinterested
administration of the Plan as required in Rule 16b-3.

         (c) The  Committee  may act only by a majority of its  members  then in
office;  however, the Committee may authorize any one (1) or more of its members
or any officer of the Company to execute and deliver  documents on behalf of the
Committee.

         (d) No member of the Committee  shall be liable for any action taken or
omitted  to be taken or for any  determination  made by him or her in good faith
with respect to the Plan, and the Company shall indemnify and hold harmless each
member of the Committee against any cost or expense  (including counsel fees) or
liability  (including any sum paid in settlement of a claim with the approval of
the  Committee)  arising  out of any act or  omission  in  connection  with  the
administration  or  interpretation  of the  Plan,  unless  arising  out of  such
person's own fraud or bad faith.

         2.3      Effective Date

         The Plan  shall  become  effective  upon its  adoption  by the Board of
Directors,  and Stock Options may be granted upon such adoption and from time to
time thereafter,  subject,  however, to approval of the Plan by affirmative vote
of the holders of a majority of the shares of the Common Stock present in person
or by proxy and entitled to vote at an annual meeting of the shareholders of the
Company or at a special  meeting of the  shareholders  of the Company  expressly
called for such purposes,  or any adjournments  thereof,  within 12 months after
the adoption of the Plan by the Board of Directors.  If the Plan is not approved
at such annual or special meeting or at any adjournments  thereof, this Plan and
all Stock Options previously granted thereunder shall become null and void.

         2.4      Duration

         If approved by the shareholders of the Company,  as provided in Section
2.3, unless sooner terminated by the Board of Directors,  this Plan shall remain
in effect for a period of ten (10) years  following its adoption by the Board of
Directors.

         2.5      Shares Subject to the Plan

         The  maximum  number of shares of Common  Stock which may be subject to
Stock Options granted under the Plan shall be 8,000,000. The Stock Options shall
be subject to  adjustment  in  accordance  with Section 5, as  appropriate,  and
shares to be issued upon exercise of Stock Options may be either  authorized and
unissued  shares of Common Stock or authorized and issued shares of Common Stock
purchased  or  acquired by the Company  for any  purpose.  If a Stock  Option or
portion  thereof shall expire or is terminated,  canceled or surrendered for any
reason without being exercised in full, the  unpurchased  shares of Common Stock
which were  subject to such Stock Option or portion  thereof  shall be available
for future grants of Stock Options under the Plan.

         2.6      Amendments

         The Plan may be  suspended,  terminated or  reinstated,  in whole or in
part, at any time by the Board of Directors,  provided however, that without the
approval  of  NeoMedia's  stockholders,  no  amendment  shall be made  which (i)
increases  the maximum  number of shares of Common Stock which may be subject to
stock  options  granted  under  the  Plan,   except  for  specified   adjustment

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provisions, (ii) extends the term of the Plan, (iii) increases the period during
which a stock  option  may be  exercised  beyond  ten years from the date of the
grant, (iv) materially  increase the benefits accruing to participants under the
Plan,  (v)  materially   modifies  the   requirements   as  to  eligibility  for
participation  in the Plan, or (vi) will cause stock  options  granted under the
Plan to fail to meet the  requirements of Rule 16b-3. The Board of Directors may
from  time to time make such  amendments  to the Plan as it may deem  advisable.
Except as otherwise provided herein,  termination or amendment of the Plan shall
not,  without the consent of a  Participant,  affect such  Participant's  rights
under any Stock Options previously granted to such Participant.

2.7      Participants and Grants

         Stock  Options  may be  granted  by  the  Committee  to (i)  directors,
officers  and  other  full-time  salaried  employees  of  the  Company  and  its
Subsidiaries with managerial,  professional or supervisory  responsibilities and
(ii)  consultants  and advisors who render bona fide services to the Company and
its  Subsidiaries,  in each  case,  where  the  Committee  determines  that such
officer, employee,  consultant or advisor has the capacity to make a substantial
contribution  to the  success of the  Company.  The  Committee  may grant  Stock
Options  to  purchase  such  number of shares of Common  Stock  (subject  to the
limitations  of Sections  2.5) as the  Committee  may,  in its sole  discretion,
determine.  In granting  Stock  Options  under the Plan,  the  Committee,  on an
individual  basis, may vary the number of Stock Options as between  Participants
and may grant Stock  Options to a  Participant  in such amounts as the Committee
may determine in its sole discretion.

3.       STOCK OPTIONS

         3.1      General

         All Stock Options  granted under the Plan shall be evidenced by written
agreements  executed by the Company and the  Participant to whom granted,  which
agreement  shall  state  the  number of  shares  of  Common  Stock  which may be
purchased  upon  the  exercise   thereof  and  shall  contain  such   investment
representations and other terms and conditions as the Committee may from time to
time determine.

         3.2      Price

         The purchase  price per share of Common Stock subject to a Stock Option
shall be  determined  by the  Committee  which may be less than the fair  market
value on the date of grant.

         3.3      Period

         The duration or term of each Stock Option  granted under the Plan shall
be for such period as the  Committee  shall  determine but in no event more than
ten (10) years from the date of grant thereof.

         3.4      Exercise

         Stock Options may be exercisable at such time or times as the Committee
shall  specify when  granting the Stock Option  subject to  satisfaction  of all
conditions  for exercise  recited  herein and in the Option  Agreement.  Without
limiting  the  foregoing,  the Stock  Option  may not be  exercised  unless  the
Participant  at the time of such exercise  shall have been in continuous  employ
of, or relationship  with, the Company up to the date of exercise and unless the
Committee has provided to the Participant a written  determination  no more than
30 days prior to the exercise date that the  individual  job  performance of the
Participant  merits the Participant's  right to exercise such Stock Option.  The
Committee  shall be entitled to act in its sole  discretion  and the decision of
the Committee as to the Participant's  right to exercise the Participant's Stock
Option shall be final, binding and conclusive on the Participant. Failure of the
Committee  to deliver  the  Participant  such a written  determination  shall be
deemed a  determination  that the  Participant  is not entitled to exercise such
Stock Option.


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         Once exercisable,  a Stock Option shall be exercisable,  in whole or in
part,  by delivery  of a written  notice of  exercise  to the  Secretary  of the
Company at the principal  office of the Company  specifying the number of shares
of Common  Stock as to which the Stock Option is then being  exercised  together
with payment of the full purchase price for the shares being purchased upon such
exercise.  Until  the  shares  of  Common  Stock as to which a Stock  Option  is
exercised  are  issued,  the  Participant  shall  have  none of the  rights of a
shareholder of the Company with respect to such shares.

         3.5      Payment

         The  purchase  price for  shares  of  Common  Stock as to which a Stock
Option  has  been  exercised  and  any  amount  required  to  be  withheld,   as
contemplated by Section 6.1, may be paid:

         (a) In United States dollars in cash, or by check,  bank draft or money
order payable in United States dollars to the order of the Company; or

         (b) By the delivery by the  Participant  to the Company of whole shares
of Common  Stock  having an  aggregate  fair market value on the date of payment
equal to the  aggregate  of the  purchase  price of Common Stock as to which the
Stock Option is then being  exercised or by the  withholding  of whole shares of
Common  Stock  having  such fair  market  value upon the  exercise of such Stock
Option; or

         (c) By a combination of both (a) and (b) above.

The  Committee  may,  in its  discretion,  impose  limitations,  conditions  and
prohibitions  on the use by a  Participant  of shares of Common Stock to pay the
purchase price payable by such Participant upon the exercise of a Stock Option.

         3.6      Termination of Employment or Other Relationship

         (a) In the event a Participant's  employment by, or relationship  with,
the Company shall terminate for any reason other than those reasons specified in
Sections 3.6(b),  (c), (d), (e) or (g) hereof while such Participant holds Stock
Options  granted  under  the  Plan,  then  all  rights  of any  kind  under  any
outstanding  Option held by such  Participant  which  shall not have  previously
lapsed or terminated shall expire immediately.

         (b) If a Participant's employment by, or relationship with, the Company
or its  Subsidiaries  shall  terminate as a result of such  Participant's  total
disability, each Stock Option held by such Participant (which has not previously
lapsed or terminated)  shall be exercisable by such  Participant for a period of
one year  after  termination  but only to the  extent  the  Option is  otherwise
exercisable during that period. For purposes of the foregoing  sentence,  "total
disability" shall mean permanent mental or physical  disability as determined by
the Committee.

         (c) In the event of the death of a Participant,  each Stock Option held
by such  Participant  (which has not previously  lapsed or terminated)  shall be
exercisable by the executor or administrator of the  Participant's  estate or by
the person or persons to whom the deceased Participant's rights thereunder shall
have passed by will or by the laws of descent or  distribution,  for a period of
one year  after  such  Participant's  death but only to the extent the Option is
otherwise exercisable during that period.

         (d) In the case of a Participant who is an employee of the Company,  if
a  Participant's  employment  by the Company  shall  terminate by reason of such
Participant's  retirement in accordance with Company policies, each Stock Option
held by such  Participant at the date of  termination  (which has not previously
lapsed or  terminated)  shall be  exercisable  for a period of three (3)  months
after  termination,  but only to the extent the Option is otherwise  exercisable
during that period.

         (e) In the event the Company terminates the employment of a Participant
who at the time of such  termination  was an officer of the Company and had been
continuously  employed by the Company during the two (2) year period immediately
preceding  such  termination,  for any reason  except  "good  cause"  (hereafter
defined)  and  except  upon  such  Participant's   death,  total  disability  or
retirement in accordance with Company  policies,  each Stock Option held by such
Participant  (which has not  previously  lapsed or terminated and which has been
held by such Participant for more than six (6) months prior to such termination)
shall be  exercisable  for a period of three (3) months after such  termination,

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but only to the extent the Option is otherwise exercisable during that period. A
termination  for  "good  cause"  shall be deemed  to have  occurred  only if the
Participant  in question (i) is  terminated  by written  notice for  dishonesty,
because  of his  conviction  of a felony,  or because  of his  violation  of any
material  provision of any employment or other agreement,  written or oral, with
the  Company or any of its  Subsidiaries,  or (ii) shall  voluntarily  resign or
terminate his employment  with the Company or any of its  Subsidiaries  under or
followed by such  circumstances  as would  constitute  a breach of any  material
provision of any  employment or other  agreement  between him and the Company or
any of its Subsidiaries,  or (iii) shall have committed an act of dishonesty not
discovered by the Company or any of its  Subsidiaries  prior to the cessation of
his employment with the Company or any of its Subsidiaries, but which would have
resulted  in his  discharge  if  discovered  prior to such date,  or (iv) shall,
either before or after  cessation of his  employment  with the Company or any of
its  Subsidiaries,  without  the  written  consent of the  Company or any of its
Subsidiaries,  use  (except  for  the  benefit  of  the  Company  or  any of its
Subsidiaries)  or  disclose  to any other  person any  confidential  information
relating to the  continuation  or proposed  continuation  of the business or any
trade secrets of the Company of any of its Subsidiaries  obtained as a result of
or in connection with such employment.

         (f) Notwithstanding  the foregoing,  if at any time after termination a
Participant  engages in  "detrimental  activity" (as hereinafter  defined),  the
Committee in its discretion may cause the  Participant's  right to exercise such
option  to  be  forfeited.  If  an  allegation  of  detrimental  activity  by  a
Participant is made to the Committee,  the  exercisability  of the Participant's
options will be suspended  for up to two months to permit the  investigation  of
such  allegation.  For purposes of this section,  "detrimental  activity"  means
activity that is determined by the Committee in its sole and absolute discretion
to be  detrimental  to the interests of the Company or any of its  Subsidiaries,
including but not limited to  situations  where such  Participant:  (1) divulges
trade secrets of the Company, proprietary data or other confidential information
relating to the Company or to the business of the Company and any  Subsidiaries,
(2) enters into employment with a competitor under circumstances suggesting that
such Participant  will be using unique or special  knowledge gained as a Company
employee to compete with the  Company,  (3) is convicted by a court of competent
jurisdiction  of any  felony  or a crime  involving  moral  turpitude,  (4) uses
information  obtained  during the course of his or her employment for his or her
own purposes,  such as for the  solicitation  of business,  (5) is determined to
have engaged  (whether or not prior to termination  due to retirement) in either
gross misconduct or criminal  activity harmful to the Company,  or (6) takes any
action that harms the business interests, reputation, or goodwill of the Company
and/or its subsidiaries.

         (g) In the case of Stock Options granted to a nonemployee  director who
ceases to be a member of the Board of Directors, such Stock Options then held by
such individual  shall be exercisable  within one year after such termination of
service.

         3.7      Effect of Leaves of Absence

         It  shall  not  be  considered  a  termination  of  employment  when  a
Participant  is on  military  or sick  leave or such other type leave of absence
which is considered  as continuing  intact the  employment  relationship  of the
Participant with the Company or any of its  Subsidiaries.  In case of such leave
of absence, the employment  relationship shall be deemed to have continued until
the later of (i) the date when such leave shall have lasted  ninety (90) days in
duration,  or (ii) the date as of which the  Participant's  right to  employment
shall have no longer been guaranteed either by statute or contract.

4.       ASSIGNABILITY OF STOCK OPTIONS

         Stock  Options  granted  under  the Plan  shall  not be  assignable  or
otherwise  transferable by the recipient except by will or the laws of intestate
sucession, or pursuant to a qualified domestic relations order as defined by the
Code or Title I of the Employee  Retirement  Income  Security  Act, or the rules
thereunder.   Otherwise,   Stock  Options  granted  under  this  Plan  shall  be
exercisable  during the lifetime of the Participant  only by the Participant for
his or her individual account,  and no purported  assignment or transfer of such

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Stock Options thereunder,  whether voluntary or involuntary, by operation of law
or otherwise, shall vest in the purported assignee or transferee any interest or
right therein  whatsoever but immediately upon any such purported  assignment or
transfer,  or any attempt to make the same, such Stock Options  thereunder shall
terminate and become of no further effect.

5.       REORGANIZATION AND RECAPITALIZATION OF THE COMPANY

         (a) The  existence  of this Plan and Stock  Options  granted  hereunder
shall  not  affect  in  any  way  the  right  or  power  of the  Company  or its
stockholders  to make or  authorize  any or all  adjustments,  recapitalization,
reorganizations  or other  changes in the  Company's  capital  structure  or its
business,  or any merger or consolidation of the Company, or any issue of bonds,
debentures,  preferred or prior  preference  stocks  ahead of or  affecting  the
Common Stock or the rights  thereof,  or the  dissolution  or liquidation of the
Company,  or any sale or transfer of all or any part of its assets or  business,
or any other  corporate  act or  proceeding,  whether of a similar  character or
otherwise.

         (b) Except as hereinafter provided,  the issue by the Company of shares
of stock of any class,  or  securities  convertible  into shares of stock of any
class, for cash or property,  or for labor or services,  either upon direct sale
or upon exercise of rights or warrants to subscribe therefor, or upon conversion
of shares or  obligations of the Company  convertible  into such shares or other
securities,  shall not affect, and no adjustment by reason thereof shall be made
with respect to, the number of shares of Common Stock  subject to Stock  Options
granted hereunder.

         (c) If,  and  whenever,  prior  to the  delivery  by the  Company  or a
Subsidiary  of all of the shares of Common  Stock which are subject to the Stock
Options or rights granted  hereunder,  the Company shall effect a subdivision or
consolidation of shares or other capital  readjustments,  the payment of a stock
dividend or other  increase or  reduction  of the number of shares of the Common
Stock outstanding without receiving  compensation therefor in money, services or
property,  the number of shares  subject  to the Plan  shall be  proportionately
adjusted  and the number of shares with respect to which Stock  Options  granted
hereunder may thereafter be exercised shall:

                  (i) in the event of an increase  in the number of  outstanding
shares,  be  proportionately  increased,  and the  cash  consideration  (if any)
payable per share shall be proportionately reduced; and

                  (ii) in the event of a reduction in the number of  outstanding
shares, be proportionately  reduced, and the cash consideration (if any) payable
per share shall be proportionately increased.

         (d)  If  the  Company  merges  with  one  or  more   corporations,   or
consolidates  with  one or  more  corporations  and  the  Company  shall  be the
surviving  corporation,  thereafter,  upon any exercise of Stock Options granted
hereunder,  the Participant  shall, at no additional cost (other than the option
price,  if any) be  entitled  to  receive  (subject  to any  required  action by
stockholders)  in lieu of the number of shares as to which  such  Stock  Options
shall  then be  exercisable  the  number  and  class of shares of stock or other
securities to which the  Participant  would have been  entitled  pursuant to the
terms of the agreement of merger or consolidation,  if immediately prior to such
merger or  consolidation  the  Participant  had been the holder of record of the
number of shares of Common Stock of the Company equal to the number of shares as
to which such  Stock  Options  shall be  exercisable.  Upon any  reorganization,
merger or consolidation where the Company is not the surviving corporation,  the
Committee  shall  have the  right to make all  outstanding  options  vest and be
exercisable  immediately,  by giving notice to each holder thereof or his or her
personal  representative  and by  permitting  the  exercise  for a period not to
exceed ninety (90) days from the date of such  determination  by the  Committee.
Upon liquidation or dissolution of the Company, all outstanding options shall be
cancelled.

6.       MISCELLANEOUS PROVISIONS

         6.1      Withholding

         The  Company's   obligations  under  this  Plan  shall  be  subject  to
applicable federal, state and local tax withholding requirements. Federal, state
and local withholding tax due at the time of a grant or upon the exercise of any

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Stock  Option  may, in the  discretion  of the  Committee,  be paid in shares of
Common Stock  already owned by the  Participant  or through the  withholding  of
shares otherwise issuable to such participant, upon such terms and conditions as
the Committee shall  determine.  If the  Participant  shall fail to pay, or make
arrangements  satisfactory  to the Committee for the payment,  to the Company of
all such federal,  state and local taxes required to be withheld by the Company,
then the Company shall, to the extent permitted by law, have the right to deduct
from any payment of any kind  otherwise due to such  Participant an amount equal
to any federal,  state or local taxes of any kind required to be withheld by the
Company.

         6.2      Compliance with Law and Approval of Regulatory Bodies

         No Stock  Option shall be  exercisable  and no shares will be delivered
under the Plan except in compliance  with all applicable  federal and state laws
and regulations including,  without limitation,  compliance with all federal and
state securities laws and withholding tax requirements and with the rules of the
NASDAQ Small Cap Market and of all other domestic  stock  exchanges on which the
Common Stock may be listed.  Any share certificate issued to evidence shares for
which a Stock Option is exercised may bear legends and  statements the Committee
shall  deem  advisable  to assure  compliance  with  federal  and state laws and
regulations.  No  Stock  Option  shall  be  exercisable  and no  shares  will be
delivered  under the Plan,  until the Company has  obtained  consent or approval
from regulatory bodies,  federal or state, having jurisdiction over such matters
as the  Committee  may deem  advisable.  In the case of the  exercise of a Stock
Option by a person or estate acquiring the right to exercise the Stock Option as
a result of the death of the Participant,  the Committee may require  reasonable
evidence as to the  ownership of the Stock  Option and may require  consents and
releases of taxing authorities that it may deem advisable.

         6.3      No Right to Employment

         Neither the  adoption of the Plan nor its  operation,  nor any document
describing or referring to the Plan,  or any part  thereof,  nor the granting of
any Stock Options  hereunder,  shall confer upon any Participant  under the Plan
any right to continue in the employ of the Company or any  Subsidiary,  or shall
in any way  affect  the right  and power of the  Company  or any  Subsidiary  to
terminate  the  employment  of any  Participant  at any  time  with  or  without
assigning a reason therefore,  to the same extent as might have been done if the
Plan had not been adopted.

         6.4      Exclusion from Pension Computations

         By  acceptance  of a grant  of a  Stock  Option  under  the  Plan,  the
Participant  shall be deemed to agree that any income  realized upon the receipt
or exercise thereof or upon the disposition of the shares received upon exercise
will not be taken into  account as "base  remuneration",  "wages",  "salary"  or
"compensation"  in determining  the amount of any  contribution to or payment or
any other benefit under any pension,  retirement,  incentive,  profit-sharing or
deferred compensation plan of the Company or any Subsidiary.

         6.5      Abandonment of Options

         A  Participant  may at any time  abandon  a Stock  Option  prior to its
expiration date. The abandonment shall be evidenced in writing,  in such form as
the  Committee  may from time to time  prescribe.  A  Participant  shall have no
further rights with respect to any Stock Option so abandoned.

         6.6      Severability as to Rule 16b-3

         If any of the  terms  or  provisions  of the  Plan  conflict  with  the
requirements  of Rule  16b-3,  then  such  terms or  provisions  shall be deemed
inoperative to the extent they so conflict with the requirements of Rule 16b-3.

         6.7      Interpretation of the Plan

         Headings are given to the Sections of the Plan solely as a  convenience
to facilitate reference. Such headings,  numbering and paragraphing shall not in

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any case be deemed in any way  material or relevant to the  construction  of the
Plan or any provision hereof. The use of the masculine gender shall also include
within its meaning the  feminine.  The use of the  singular  shall also  include
within its meaning the plural and vice versa.

         6.8      Use of Proceeds

         Funds  received by the Company upon the exercise of Stock Options shall
be used for the general corporate purposes of the Company.

         6.9      Construction of Plan

         The  place  of  administration  of the Plan  shall  be in the  State of
Florida,  and the validity,  construction,  interpretation,  administration  and
effect of the Plan and of its rules and regulations,  and rights relating to the
Plan,  shall be determined  solely in  accordance  with the laws of the State of
Florida.