INDEMNIFICATION AGREEMENT

      AGREEMENT  (the  "Agreement"),  made as of the 7 day of  September,  2004,
between  Ipoint-Media  Ltd.,  an Israeli  corporation  ("Ipoint"),  and Neomedia
Technologies, Inc., a Delaware corporation ("Neomedia").

      WHEREAS, Ipoint and Neomedia entered into a Business Development Agreement
dated  as of the date  hereof  (the  "Agreement"),  pursuant  to which  Neomedia
received certain shares of common stock of Ipoint ("Ipoint Shares"); and

      WHEREAS,   Neomedia  intends  to  distribute  the  Ipoint  Shares  to  the
shareholders of Neomedia.

      NOW THEREFORE,  for good and valuable  consideration,  the  sufficiency of
which is hereby acknowledged:

      1.  Ipoint  agrees  to  indemnify  and  hold  harmless  Neomedia  and  its
directors,  officers,  employees,  and agents (each,  an  "Indemnified  Party"),
against  and  in  respect  of all  losses,  liabilities,  obligations,  damages,
actions, suits, proceedings,  orders,  judgments,  costs and expenses (including
the reasonable fees, disbursements and expenses of attorneys and consultants) of
any kind or  nature  whatsoever,  but net of the  proceeds  from  any  insurance
policies  or other  third  party  reimbursement  for such  loss,  to the  extent
sustained,  suffered  or  incurred by or made  against  any  Indemnified  Party,
arising out of or in connection  with any action  instituted by a debt-holder of
Neomedia  relating to the  distribution of the Ipoint Shares to the shareholders
of Neomedia  pursuant  to a  registered  dividend  distribution  provided,  that
Neomedia  shall  promptly  notify  Ipoint  in  writing  of any  action,  suit or
proceeding against it, for which  indemnification  will or could be sought under
this Agreement;  and provided,  further, that at the request of Ipoint, Neomedia
will allow Ipoint to assume control over such action,  suit or  proceeding,  and
will provide it with such  information  and  cooperation  as may  reasonably  be
required  in order to defend  against  the same.  Ipoint  shall not be liable to
indemnify  Neomedia  under this  Agreement for any amounts paid in settlement of
any action,  suit or  proceeding  in any matter  which would  impose any cost or
limitation on Ipoint, without Ipoint's prior written consent.

      2. No legal  action  shall be  brought  and no  cause of  action  shall be
asserted  by or in the right of any  Indemnified  Party or any of their  estate,
heirs, executers, administrators or personal or legal representative,  after the
expiration of the applicable Statue of Limitation.

      3. Notwithstanding  anything herein to the contrary,  the entire liability
of Ipoint under this Agreement,  howsoever arising, whether in contract, tort or
otherwise,  shall not exceed the value of any property dividend or distribution,
plus reasonable fees, disbursements and expenses of attorneys.

<PAGE>

      4. This Agreement  constitutes  the entire  agreement  between the parties
with respect to the subject matter hereof and supersedes and cancels any and all
prior or  contemporaneous  arrangements,  understandings  and agreements between
them relating to the subject matter hereof.

      5. This Agreement  shall be governed by and interpreted in accordance with
the laws of the State of New Jersey without regard to the principles of conflict
of laws.  The parties  further agree that any action between them shall be heard
exclusively  in  Hudson  County,  New  Jersey,  and  expressly  consent  to  the
jurisdiction  and venue of the Superior  Court of New Jersey,  sitting in Hudson
County,  New Jersey and the United States District Court of New Jersey,  sitting
in  Newark,  New  Jersey,  for the  adjudication  of any civil  action  asserted
pursuant to this paragraph.

      6. This  Agreement  may be executed in two or more  counterparts,  each of
which shall be deemed an original  and all of which  shall  constitute  the same
instrument.

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<PAGE>

      IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the
date set forth above.

                                            IPOINT MEDIA, LTD.


                                            By:/s/Muki Geller
                                               ------------------------

                                            Name: Muki Geller
                                                 ----------------------

                                            Title:CEO
                                                  ---------------------


                                            NEOMEDIA TECHNOLOGIES, INC.


                                            By:/s/Charles T. Jensen
                                               ------------------------

                                            Name: Charles T. Jensen
                                                 ----------------------

                                            Title: President and CEO
                                                  ---------------------

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