ASSIGNMENT AGREEMENT

      This Assignment Agreement (the "Agreement") is made and entered into as of
May  24,  2005,  by  and  between  iPoint-Media  Ltd.,  an  Israeli  corporation
("iPoint-Israel"),  iPoint U.S.A. Corp ("iPoint-USA") and Neomedia Technologies,
Inc. ("Neomedia").

                                    RECITALS

      WHEREAS,  iPoint-Israel and Neomedia entered into an Investment Agreement,
Registration Rights Agreement and  Indemnification  Agreement dated September 7,
2004 and an Amendment to the  Registration  Rights  Agreement dated May 24, 2005
(collectively referred to as the "Transaction Documents");

      WHEREAS,  the shareholders of iPoint-Israel  entered into a Share Exchange
Agreement  whereby the  shareholders  of  iPoint-Israel  transferred  all of the
securities of iPoint-Israel  for shares of common stock of iPoint-USA  resulting
in iPoint-Israel becoming a wholly-owned subsidiary of iPoint-USA;

      WHEREAS,  iPoint-USA intends to file a registration statement with respect
to some of its  outstanding  shares  of common  stock  with the  Securities  and
Exchange Commission and file an application to be traded on the Over-The-Counter
Bulletin Board; and

      NOW,   THEREFORE,   in  consideration   of  the  foregoing   premises  and
representations,  warranties and agreements  contained herein,  and for good and
valuable  consideration,  the  receipt  and  sufficiency  of  which  are  hereby
acknowledged, the parties hereto hereby agree as follows:

1.  Assignment.  The assignment of the  Transaction  Documents is made as of the
first date set forth above, by  iPoint-Israel,  as assignor,  to iPoint-USA,  as
assignee.  Neomedia hereby waives any  restrictions  against such assignment set
forth in the Transaction Documents and consents to such assignment.

2. Required Actions. All actions and proceedings  necessary to be taken by or on
the part of each party in connection with the transactions  contemplated by this
Agreement  have been duly and validly  taken,  and this Agreement and each other
agreement,  document and instrument to be executed and delivered by or on behalf
of each party pursuant to, or as  contemplated  by, this Agreement has been duly
and validly  authorized,  executed and delivered by the applicable  party and no
other  action on the part of each party or its  representatives  is  required in
connection therewith.  Each party has full right, authority,  power and capacity
to execute and deliver this  Agreement and each other  document and to carry out
the transactions  contemplated hereby and thereby. This Agreement and each other
Transaction   Document   constitutes,   or  when  executed  and  delivered  will
constitute,  the legal, valid and binding obligation of each party,  enforceable
in accordance with its respective terms. 3. Assignability;  Binding Effect. This
Agreement  shall not be assignable by any party except with the written  consent
of all other parties to this Agreement. This Agreement shall be binding upon and
shall  inure  to the  benefit  of,  the  parties  hereto  and  their  respective
successors and assigns.

4.  Headings.  The subject  headings  used in this  Agreement  are  included for
purposes  of  convenience   only  and  shall  not  affect  the  construction  or
interpretation of any of its provisions.

5. Governing Law. This Agreement and the transactions  contemplated hereby shall
be governed and  construed by and  enforced in  accordance  with the laws of the
State of Florida, without regard to conflict of laws principles.

6.  Counterparts.  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.

7.  Except  as set forth  hereinabove,  all other  terms and  provisions  of the
Transaction Documents shall remain in full force and effect.

      IN WITNESS WHEREOF the parties have hereunto set their hands and seals the
day and year set above set forth.


                                              IPOINT MEDIA LTD.

                                              By: /s/Muki Geller
                                                 ------------------------
                                              Name:      Muki Geller
                                                   ----------------------
                                              Title:     CEO
                                                    ---------------------

                                              IPOINT U.S.A. CORP.

                                              By: /s/Muki Geller
                                                 ------------------------
                                              Name:      Muki Geller
                                                   ----------------------
                                              Title:     CEO
                                                    ---------------------

                                              NEOMEDIA TECHNOLOGIES, INC.

                                              By:/s/Charles T. Jensen
                                                 ------------------------
                                              Name: Charles T. Jensen
                                                   ----------------------
                                              Title: CEO and President
                                                    ---------------------