SHARE EXCHANGE AGREEMENT

      This  SHARE   EXCHANGE   AGREEMENT,   dated  as  of  May  24,  2005  (this
"Agreement"),  is by and between  iPoint U.S.A.  Corp.,  a Delaware  corporation
("IPoint"),  iPoint-Media  Ltd., a company chartered under the laws of the State
of Israel  ("IPoint-Israel"),  and the Shareholders set forth on Schedule I (the
"Shareholders").

                                   WITNESSETH:

      WHEREAS,  the  Shareholders are the owners of 406,900 ordinary shares (the
"Shares"),  NIS .01  nominal  value  each per  share,  of  IPoint-Israel,  which
represent all of the issued and outstanding ordinary shares of IPoint-Israel;

      WHEREAS,  there is an outstanding  warrant,  issued by IPoint  Israel,  to
purchase 1,500 ordinary shares of IPoint-Israel (the "Warrant"), beside of which
there  are  no  other  issued  and  outstanding  warrants,   options  and  other
convertible securities of IPoint-Israel;

      WHEREAS,  the Shareholders  desire to exchange the Shares for proportional
amount of shares of common stock, $.0001 par value per share, of IPoint ("IPoint
Common Stock");

      WHEREAS,  the respective  Boards of Directors of IPoint-Israel  and IPoint
deem it  advisable  and in the  best  interests  of  IPoint-Israel  and  IPoint,
respectively,  and their respective shareholders, to consummate the transactions
contemplated by this Agreement upon the terms and conditions set forth herein;

      WHEREAS,  it is the parties' mutual intent that the exchange of the Shares
and the Warrant contemplated by this Agreement be part of plan of reorganization
under Section 368 of the Internal  Revenue Code of 1986,  as amended,  and shall
comply  with the  provisions  of the pre ruling  obtained  from the  Israeli tax
authorities  on March 10, 2005 in  connection  with such  transaction  (the "Tax
Ruling");

      WHEREAS,  IPoint-Israel has entered into (i) a financing  arrangement with
Cornell  Capital  Partners LP  ("Cornell")  dated October 12, 2004 (the "Cornell
Investment"),  (ii) a financing  arrangement  with Neomedia  Technologies,  Inc.
("Neomedia")  dated September 7, 2004 (the "Neomedia  Investment")  and (iii) an
equity line with Cornell dated October 12, 2004 (the "SEDA");

      WHEREAS, IPoint-Israel, Cornell and Neomedia have agreed to assign certain
rights, obligations and benefits set forth under the documents pertaining to the
Cornell Investment, the Neomedia Investment and the SEDA to IPoint, which IPoint
has agreed to assume;

      NOW,  THEREFORE,  in consideration  of the mutual promises,  covenants and
agreements   set  forth   herein  and  in   reliance   upon  the   undertakings,
representations,   warranties  and   indemnities   contained   herein,   IPoint,
IPoint-Israel and the Shareholders hereby agree as follows:

                                    ARTICLE 1
                    EXCHANGE OF SHARES AND WARRANTS; CLOSING

      Section 1.1 Exchange of Shares. Subject to the terms and conditions herein
stated,  the  Shareholders  agree at the  Closing to  exchange  with full title,
guarantee,  transfer,  assign and deliver to IPoint, and IPoint agrees to accept
and receive  from the  Shareholders,  the Shares,  free and clear of any and all
liens.

<PAGE>

      Section 1.2  Consideration.  In exchange for the Shares,  IPoint agrees at
the Closing to issue and deliver an  aggregate  of  40,690,000  shares of IPoint
Common Stock (the "New Shares") to the  Shareholders,  to be allocated among the
Shareholders  in  accordance  with  Schedule I attached  hereto and to issue and
deliver a  warrant  exercisable  into an  aggregate  of 15,000  shares of IPoint
Common Stock, as specified in Schedule II attached hereto,  in the form attached
hereto as Schedule III (the "New  Warrant") to the warrant  holder  specified in
Schedule II (the "Warrant  Holder").  Following the issuance and the delivery of
the New Warrant to the Warrant  Holder,  the Warrant  Holder shall  transfer the
Warrant to IPoint and the Warrant  shall be cancelled and revoked and shall have
no effect or validity.

      Section 1.3 Closing. The closing of the transactions  contemplated by this
Agreement (the "Closing") shall take place simultaneously with the execution and
delivery  hereof at the offices of IPoint or such other place as the parties may
agree.

      Section 1.4 Deliveries at Closing. At the Closing:

            (a)   IPoint  shall   deliver  to  the   Shareholders   certificates
                  registered in their  individual  names in accordance  with the
                  allocation  set  forth on  Schedule  I,  representing  the New
                  Shares;

            (b)   IPoint shall deliver to the Warrant Holder the New Warrant;

            (c)   IPoint  shall  deliver  to  each  Shareholder  a  copy  of the
                  resolutions of IPoint's  board of directors,  certified by the
                  Secretary  of  IPoint,  authorizing  this  Agreement  and  the
                  transactions contemplated hereby;

            (d)   the Shareholders and IPoint-Israel shall deliver to IPoint:

                  (i)   certificates evidencing all of the Shares; and

                  (ii)  a copy of the  resolutions of  IPoint-Israel's  board of
                        directors and  shareholders,  certified by the Secretary
                        of  IPoint-Israel,  authorizing  this  Agreement and the
                        transactions contemplated hereby.

            (e)   The Warrant Holder shall deliver to IPoint the Warrant.

            (f)   IPoint,  IPoint-Israel,  Cornell and Neomedia shall enter into
                  an assignment  agreement to IPoint in the form attached hereto
                  as  Schedule  IV (the  "Assignment  Agreement")  in respect of
                  certain obligations and benefits set forth under the documents
                  pertaining to the Cornell Investment,  the Neomeida Investment
                  and the SEDA,  which shall be consented to by IPoint.  Cornell
                  and Neomedia  hereby agree to modify the documents  pertaining
                  to the Cornell  Investment,  the Neomedia  Investment  and the
                  SEDA to be assigned under the Assignment Agreement (mainly the
                  various Registration Rights Agreements) in order to change and
                  extend the various timing for filing the Forms S-1 or SB-2 and
                  making them effective.


                                    ARTICLE 2
                 REPRESENTATIONS AND WARRANTIES OF IPOINT-ISRAEL

      IPoint-Israel  represents  and warrants to IPoint as of the date hereof as
follows:

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<PAGE>

      Section 2.1 Organization.

      IPoint-Israel is a corporation duly organized,  validly existing under the
laws of the State of Israel, and has all requisite corporate power and authority
to own its properties and carry on its business as now being  conducted.  Unless
the  context  otherwise   requires,   IPoint-Israel  and  its  subsidiaries  are
collectively referred to as "IPoint-Israel".

      Section  2.2  Capitalization.  As of  the  date  of  this  Agreement,  the
authorized  capital  stock of  IPoint-Israel  consists  of  20,000,000  ordinary
shares,  NIS 0.01 nominal value each, 406,900 shares of which are validly issued
and outstanding and constitute the Shares.

      Section 2.3 Authority; Enforceability. IPoint-Israel has full legal right,
power and  authority,  to execute,  deliver and perform  this  Agreement  and to
consummate the transactions  contemplated  hereby.  This Agreement has been duly
authorized,  executed and delivered by IPoint-Israel  and constitutes,  and each
other  agreement,  instrument  or  documents  executed  or  to  be  executed  by
IPoint-Israel in connection with the transactions  contemplated  hereby has been
duly authorized, executed and delivered by IPoint-Israel and constitutes a valid
and  legally   binding   obligation   of   IPoint-Israel   enforceable   against
IPoint-Israel  in  accordance  with  their  respective  terms,   except  as  (a)
enforceability may be limited by applicable bankruptcy,  insolvency,  fraudulent
transfer,  moratorium  or  similar  laws from  time to time in effect  affecting
creditors'  rights generally and (b) the availability of equitable  remedies may
be limited by equitable principles of general applicability.

      Section 2.4 Third Party  Consents.  No  consent,  authorization,  order or
approval of, or filing or registration with, any governmental authority or other
person is required  for the  execution  and  delivery of this  Agreement  or the
consummation by IPoint-Israel of any of the transactions contemplated hereby.

      Section  2.5  Accuracy;  Survival.  The  representations,  warranties  and
statements  of  IPoint-Israel  contained  in this  Agreement  or any  Exhibit or
Schedule hereto,  or in any certificate  delivered by IPoint-Israel  pursuant to
this Agreement, are true and correct in all material respects and do not omit to
state a material fact necessary in order to make the representations, warranties
or   statements   contained   herein  or  therein  not   misleading.   All  such
representations,  warranties and statements  shall survive the Closing (and none
shall merge into any instrument of conveyance),  regardless of any investigation
or lack of investigation by either of the parries to this Agreement.

      Section 2.6 No Other  Representations  or Warranties.  Except as set forth
above in this Section 2, no other  representations  or  warranties  of any kind,
express or implied, are made in this Agreement by IPoint-Israel to IPoint.


                                    ARTICLE 3
               REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS

      Each  Shareholder  represents  and warrants to IPoint,  severally  and not
jointly with others, as of the date hereof as follows:

      Section 3.1 Ownership.  Such Shareholder is the sole record and beneficial
owner of the Shares in the amounts set forth in Schedule I attached hereto. Such
Shareholder has good and marketable  title to such Shares and the absolute right
to deliver such Shares in accordance with the terms of this Agreement,  free and
clear of all liens, restrictions, rights, options and claims of every kind. The

                                        3
<PAGE>

transfer of the Shares owned by such  Shareholder  to IPoint in accordance  with
the terms of this Agreement  transfers good and marketable  title to such Shares
to IPoint free and clear of all liens, restrictions,  rights, options and claims
of every kind.

      Section 3.2 Authority;  Enforceability.  Such  Shareholder  has full legal
capacity to execute,  deliver and perform this  Agreement and to consummate  the
transactions  contemplated  hereby.  Where such  Shareholder is an  incorporated
legal entity, this Agreement has been duly authorized, executed and delivered by
such  Shareholder  and  constitutes,  and each other  agreement,  instrument  or
documents executed or to be executed by such Shareholders in connection with the
transactions  contemplated  hereby  has  been  duly  authorized,   executed  and
delivered  by the same  Shareholder.  This  Agreement  constitutes  a valid  and
legally  binding  obligation  of  such  Shareholder   enforceable  against  such
Shareholder in accordance with its terms,  except as (a)  enforceability  may be
limited by applicable bankruptcy, insolvency, fraudulent transfer, moratorium or
similar laws from time to time in effect affecting  creditors'  rights generally
and (b) the  availability  of  equitable  remedies  may be limited by  equitable
principles of general applicability.

      Section 3.3 Third Party  Consents.  No  consent,  authorization,  order or
approval of, or filing or registration with, any governmental authority or other
person is required  for the  execution  and  delivery of this  Agreement  or the
consummation by such Shareholder of any of the transactions contemplated hereby.

      Section 3.4 No Conflict.  Neither the  execution  and the delivery of this
Agreement  by  such  Shareholder,  nor  the  consummation  of  the  transactions
contemplated  hereby (a) violate,  conflict  with,  or result in a breach of any
provisions of, (b) constitute a default (or an event which, with notice or lapse
of  time  or  both,  would  constitute  a  default)  under,  (c)  result  in the
termination  of or  accelerate  the  performance  required by, (d) result in the
creation of any lien,  restriction,  rights,  options or claims of any kind upon
the Shares, under any of the terms,  conditions or provisions of the Articles of
Incorporation of IPoint-Israel  or, to any material extent,  under the terms and
conditions  of any  note,  bond,  mortgage,  indenture,  deed of  trust,  lease,
license,  loan  agreement or other  instrument or obligation to or by which such
Shareholder  or any of its  assets  are bound,  or (e) to any  material  extent,
violate any applicable law binding upon either IPoint-Israel or the Shareholders
or any of their assets.

      Section 3.5 Adherence with Applicable  Securities  Laws. The  Shareholders
understand  that the New  Shares  are being  offered  to them in  reliance  upon
specific exemptions from the registration  requirements of United States federal
and state securities laws under Regulation D and/or  Regulation S as promulgated
under the  Securities  Act of 1933, as amended,  and that IPoint is relying upon
the  truth  and  accuracy  of,  and  the  Shareholders'   compliance  with,  the
representations,  warranties, agreements,  acknowledgments and understandings of
the Shareholders set forth herein in order to determine the availability of such
exemptions and the  eligibility of the  Shareholders  to acquire the New Shares.
Accordingly, each Shareholder hereby represents either:

            (a)   it is an  "accredited  investor"  within  the  meaning of Rule
                  501(a) of Regulation D promulgated under the Securities Act of
                  1933,  as  amended,  and is  familiar  with  the type of risks
                  inherent in the acquisition of securities of IPoint,  and each
                  Shareholder's  financial position is such that the Shareholder
                  can afford to retain its New Shares for an  indefinite  period
                  of time without  realizing  any direct or indirect cash return
                  on its investment; or

            (b)   it is acquiring the New Shares in an offshore  transaction and
                  further represents:

                  (i)   the  Shareholder  is  outside  the  United  States  when
                        receiving and executing this Agreement;

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<PAGE>

                  (ii)  the Shareholder is not aware of any advertisement of any
                        of the New Shares;

                  (iii) the  Shareholder  has not  acquired  the New Shares as a
                        result of, and will not itself  engage in, any "directed
                        selling  efforts" (as defined in  Regulation S under the
                        Securities Act of 1933, as amended) in the United States
                        in respect of the New Shares  which  would  include  any
                        activities  undertaken for the purpose of, or that could
                        reasonably   be   expected   to  have  the   effect  of,
                        conditioning  the  market in the  United  States for the
                        resale  of  the  New  Shares;  provided,  however,  that
                        Shareholder  may sell or  otherwise  dispose  of the New
                        Shares  pursuant  to  registration  of  the  New  Shares
                        pursuant to the Securities Act of 1933, as amended,  and
                        any applicable  state and provincial  securities laws or
                        under an exemption from such  registration  requirements
                        and as otherwise provided herein;

                  (iv)  the  Shareholder  agrees  that  IPoint  will  refuse  to
                        register  any  transfer  of the New  Shares  not made in
                        accordance  with the provision of Regulation S, pursuant
                        to  an  effective   registration   statement  under  the
                        Securities  Act of 1933,  as amended,  or pursuant to an
                        available  exemption from the registration  requirements
                        of the  Securities  Act of 1933 and in  accordance  with
                        applicable state and provincial securities laws;

                  (v)   the  Shareholder  understands and agrees that offers and
                        sales of any of the New Shares,  prior to the expiration
                        of a period of one year  after the date of  transfer  of
                        the New Shares (the "Distribution  Compliance  Period"),
                        shall only be made in  compliance  with the safe  harbor
                        provisions  set forth in  Regulation  S, pursuant to the
                        registration  provisions of the  Securities Act of 1933,
                        as  amended,  or an  exemption  therefrom,  and that all
                        offers  and  sales  after  the  Distribution  Compliance
                        Period  shall  be  made  only  in  compliance  with  the
                        registration  provisions of the  Securities Act of 1933,
                        as amended, or an exemption therefrom,  and in each case
                        only in accordance with all applicable  securities laws;
                        and

                  (vi)  the Shareholder  understands and agrees not to engage in
                        any hedging transactions involving the New Shares, prior
                        to the end of the Distribution  Compliance Period unless
                        such  transactions are in compliance with the Securities
                        Act of 1933, as amended.

      Section 3.6 Legends.  Such Shareholder  hereby  acknowledges that upon the
issuance  of the New  Shares,  and  until  such  time as the  same is no  longer
required under the applicable securities laws and regulations,  the certificates
representing  any of the New Shares will bear a legend  substantially  in one of
the following forms:

      NO SALE, OFFER TO SELL, OR TRANSFER OF THE SHARES REPRESENTED BY
      THIS CERTIFICATE  SHALL BE MADE UNLESS A REGISTRATION  STATEMENT
      UNDER THE FEDERAL  SECURITIES ACT OF 1933, AS AMENDED (THE "1933
      ACT"),  IN  RESPECT  OF SUCH  SHARES  IS THEN  IN  EFFECT  OR AN
      EXEMPTION FROM THE REGISTRATION  REQUIREMENTS OF THE 1933 ACT IS
      THEN IN FACT APPLICABLE TO SAID SHARES;

                                  OR

      THESE  SECURITIES  WERE  ISSUED IN AN  OFFSHORE  TRANSACTION  TO
      PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO
      REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS

                                   5
<PAGE>

      AMENDED (THE "1933 ACT"). ACCORDINGLY, NONE OF THE SECURITIES TO
      WHICH THIS  CERTIFICATE  RELATES HAVE BEEN REGISTERED  UNDER THE
      1933 ACT, OR ANY U.S.  STATE  SECURITIES  LAWS,  AND,  UNLESS SO
      REGISTERED, NONE MAY BE OFFERED OR SOLD IN THE UNITED STATES OR,
      DIRECTLY OR  INDIRECTLY,  TO U.S.  PERSONS  (AS DEFINED  HEREIN)
      EXCEPT  PURSUANT  TO  AN  EFFECTIVE  REGISTRATION  STATEMENT  OR
      PURSUANT TO AN EXEMPTION  FROM, OR IN A TRANSACTION  NOT SUBJECT
      TO, THE  REGISTRATION  REQUIREMENTS  OF THE 1933 ACT AND IN EACH
      CASE ONLY IN ACCORDANCE WITH APPLICABLE  STATE  SECURITIES LAWS.
      IN ADDITION,  HEDGING TRANSACTIONS  INVOLVING THE SECURITIES MAY
      NOT BE CONDUCTED UNLESS IN ACCORDANCE WITH THE 1933 ACT.

      Section  3.7  Investment  Purpose.  Such  Shareholder  agrees  that  it is
acquiring  the New Shares for  investment  purposes and will not offer,  sell or
otherwise  transfer,  pledge or  hypothecate  any of the New Shares issued to it
(other than pursuant to an effective Registration Statement under the Securities
Act of 1933, as amended) directly or indirectly unless:

      (a)   the sale is to IPoint;

      (b)   the sale is made pursuant to the exemption from  registration  under
            the  Securities  Act of  1933,  as  amended,  provided  by Rule  144
            thereunder; or

      (c)   the New  Shares  are sold in a  transaction  that  does not  require
            registration  under the Securities  Act of 1933, as amended,  or any
            applicable  United States state laws and  regulations  governing the
            offer and sale of securities, and the vendor has furnished to IPoint
            an opinion of counsel to that effect or such other  written  opinion
            as may be reasonably required by IPoint.

      Section 3.8 No Other  Representations  or Warranties.  Except as set forth
above in this Section 3, no other  representations  or  warranties  of any kind,
express or implied, are made in this Agreement by such Shareholder to IPoint.

                                    ARTICLE 4
                    REPRESENTATIONS AND WARRANTIES OF IPOINT

      IPoint represents and warrants to IPoint-Israel and the Shareholders as of
the date hereof as follows:

      Section 4.1 Organization.  IPoint is a corporation duly organized, validly
existing and in good  standing  under the laws of Delaware and has all requisite
corporate power and authority to own its properties and carry on its business as
now being conducted.

      Section  4.2  Capitalization.  As of  the  date  of  this  Agreement,  the
authorized  capital  stock of IPoint  consists of  300,000,000  shares of common
stock,  $.0001  par value  per  share,  of which no  shares of common  stock are
validly issued and outstanding, and 10,000,000 shares of preferred stock, $.0001
par value per share,  of which no shares of preferred  stock are validly  issued
and outstanding.

      Section 4.3 Authority; Enforceability.  IPoint has the requisite corporate
power and authority to execute and deliver this Agreement and to carry out its

                                        6
<PAGE>

obligations hereunder. The execution, delivery and performance of this Agreement
and the  consummation  of the  transactions  contemplated  hereby have been duly
authorized by all necessary  corporate action on the part of IPoint and no other
corporate  proceedings  on the part of IPoint are  necessary to  authorize  this
Agreement or to consummate the transactions so contemplated.  This Agreement has
been duly executed and  delivered by IPoint and  constitutes a valid and binding
obligation of IPoint,  enforceable  against IPoint in accordance with its terms,
except  as  (a)  enforceability   may  be  limited  by  applicable   bankruptcy,
insolvency, fraudulent transfer, moratorium or similar laws from time to time in
effect  affecting  creditors'  rights  generally  and  (b) the  availability  of
equitable   remedies  may  be  limited  by  equitable   principles   of  general
applicability.

      Section 4.4 Third Party  Consents.  No  consent,  authorization,  order or
approval of, or filing or registration with, any governmental authority or other
person is required  for the  execution  and  delivery of this  Agreement  or the
consummation by IPoint of any of the transactions contemplated hereby.

      Section  4.5  Accuracy;  Survival.  The  representations,  warranties  and
statements  of IPoint  contained  in this  Agreement  or any Exhibit or Schedule
hereto,  or in any  certificate  delivered by IPoint pursuant to this Agreement,
are  true  and  correct  in all  material  respects  and do not  omit to state a
material  fact  necessary in order to make the  representations,  warranties  or
statements contained herein or therein not misleading. All such representations,
warranties and  statements  shall survive the Closing (and none shall merge into
any  instrument  of  conveyance),  regardless  of any  investigation  or lack of
investigation by either of the parries to this Agreement.

      Section  4.6 No  Conflict.  Neither  the  execution  and  delivery of this
Agreement  by IPoint,  nor the  consummation  of the  transactions  contemplated
hereby,  do or will (a)  violate,  conflict  with,  or result in a breach of any
provisions of, (b) constitute a default (or an event which, with notice or lapse
of  time  or  both,  would  constitute  a  default)  under,  (c)  result  in the
termination  of or  accelerate  the  performance  required by, (d) result in the
creation  of a lien upon the New Shares  under any of the terms,  conditions  or
provisions of the Certificate of  Incorporation or Bylaws of IPoint or any note,
bond,  mortgage,  indenture,  deed of trust, lease,  license,  loan agreement or
other  instrument  or  obligation to or by which IPoint or any of its assets are
bound,  or (e) violate any  applicable law binding upon IPoint and on any of its
assets.

      Section 4.7 IPoint Common Stock.  When issued:  (i) each New Share will be
duly  authorized and validly issued and,  subject to the transfer of the Shares,
will be fully  paid and  nonassessable,  and shall be free from and clear of any
claims,  liens,  pledges,  security  interests,  or  encumbrances,   other  than
restrictions  on transfer  under  applicable  state and federal laws,  and under
IPoint's Certificate of Incorporation, or any agreement, note, bond etc.

      Section 4.8 IPoint Warrant.  All shares of IPoint to be issued pursuant to
the New Warrant will be, when  issued,  duly  authorized,  validly  issued,  and
non-assessable.

      Section 4.9 Investment Representation. IPoint acknowledges that the Shares
are  restricted  securities,  that  IPoint is  acquiring  the Shares for its own
account  with the  present  intention  of holding  the Shares  for  purposes  of
investment and not with a view to their  distribution  within the meaning of the
Securities Act of 1933, as amended.  IPoint has relied solely on its independent
investigation   in  making  the  decision  to  purchase  the  Shares.   IPoint's
determination  to  purchase  the  Shares  was made  independent  of, and was not
affected by, any  statements  or opinions (or the lack  thereof)  regarding  the
advisibility  of the purchase or as to the  properties,  business,  prospects or
condition  (financial  or  other) of  IPoint-Israel  which may have been made or
given by IPoint-Israel or the Shareholders.

      Section 4.10 No Other  Representations or Warranties.  Except as set forth
above in this  Section 4, no other  representations  or  warranties,  express or
implied,  are  made  in  this  Agreement  by  IPoint  to  IPoint-Israel  and the
Shareholders.

                                        7
<PAGE>

                                    ARTICLE 5
                                  MISCELLANEOUS

      Section 5.1 Survival of  Representations,  Warranties and Agreements.  The
representations,  warranties,  covenants and  agreements in this Agreement or in
any instrument  delivered  pursuant to this Agreement  shall survive the Closing
and shall not be limited or affected by any investigation by or on behalf of any
party hereto.

      Section 5.1A Compliance with Tax Ruling. Each of IPoint, IPoint-Israel and
the  Shareholders  acknowledges  that the transactions  contemplated  hereby are
subject to the  provisions  of the Tax Ruling,  and hereby  undertakes to comply
(and the  Shareholders  further  undertake to procure the  compliance of IPoint)
with the provisions of the Tax Ruling.

      Section 5.2. Further  Assurances.  Each of IPoint,  IPoint-Israel  and the
Shareholders  will use its, his or her, as the case may be, best efforts to take
all action  and to do all  things  necessary,  proper or  advisable  on order to
consummate and make effective the transactions contemplated by this Agreement.

      Section 5.3 Waivers.  Each Shareholder  hereby  irrevocably waives any and
all rights or claims that such Shareholder has or may have against IPoint-Israel
and/or  IPoint,  and  any  of  their  respective  officers,  agents,  directors,
advisors, attorneys, heirs, successors, or assigns (collectively,  the "Released
Parties")  under the Articles of  Association,  any agreement by and between any
one or more of the Released  Parties and such  Shareholder  (including,  but not
limited to, share purchase agreements, and registration rights agreements),  any
provision of applicable law or otherwise that become exercisable, accelerated or
triggered  as a result of, or are  otherwise  implicated  by,  the  transactions
contemplated hereby, including,  without limitation,  all rights relating to the
following:  (a)  preemptive  rights;  (b) rights of first  offer;  (c) rights to
receive  notice and provide  consent;  (d)  document  delivery  rights;  and (e)
rights,  preferences,  privileges  and  obligations  incident  or related to the
Shares and the ownership thereof.

      Section 5.4 Notices. All notices hereunder must be in writing and shall be
deemed to have been given upon receipt of delivery by: (a) personal  delivery to
the designated  individual,  (b) certified or registered mail,  postage prepaid,
return receipt requested,  (c) a nationally recognized overnight courier service
(against a receipt therefor) or (d) facsimile  transmission with confirmation of
receipt.  All such notices must be addressed as follows or such other address as
to which any party hereto may have notified the other in writing:

      If to IPoint, to:

               iPoint U.S.A. Corp.
               2a Habarzel Street
               Tel-Aviv 61132
               Attention:  Muki Geller
               Facsimile No.:   972-3-7657368

      If to IPoint-Israel or the Shareholders, to:

               2a Habarzel Street
               Tel-Aviv 61132
               Attention:  Muki Geller
               Facsimile No.:   972-3-7657368

                                       8
<PAGE>

      Section 5.5 Headings;  Gender.  When a reference is made in this Agreement
to a section, exhibit or schedule, such reference shall be to a section, exhibit
or schedule of this Agreement unless otherwise indicated. The headings contained
in this  Agreement are for  reference  purposes only and shall not affect in any
way the meaning or interpretation of this Agreement.  All personal pronouns used
in  this  Agreement  shall  include  the  other  genders,  whether  used  in the
masculine,  feminine or neuter gender, and the singular shall include the plural
and vice versa, whenever and as often as may be appropriate.

      Section 5.6 Entire Agreement; No Third Party Beneficiaries. This Agreement
(including  the  documents,  exhibits  and  instruments  referred to herein) (a)
constitutes  the entire  agreement  and  supersedes  all prior  agreements,  and
understandings and communications, both written and oral, among the parties with
respect to the subject matter hereof, and (b) is not intended to confer upon any
person other than the parties hereto any rights or remedies hereunder.

      Section 5.7 Governing Law. This Agreement  shall be governed and construed
in  accordance  with the laws of the State of New Jersey  without  regard to any
applicable principles of conflicts of law.

      Section 5.8  Assignment.  Neither  this  Agreement  nor any of the rights,
interests  or  obligations  hereunder  shall be  assigned  by any of the parties
hereto  (whether by operation  of law or  otherwise)  without the prior  written
consent of the other party.

      Section 5.9 Severability. If any term or other provision of this Agreement
is invalid,  illegal or incapable of being enforced by reason of any rule of law
or public policy,  all other  conditions and provisions of this Agreement  shall
nevertheless  remain in full force and effect so long as the  economic  or legal
substance of the transactions contemplated hereby is not affected in any adverse
manner to either party.

      Section  5.10  Counterparts.  This  Agreement  may be executed in multiple
counterparts,  each of which shall be deemed an original  and all of which taken
together shall constitute one and the same document.

      Section 5.11 Amendment and Modification. This Agreement may not be amended
or modified  except by an  instrument  in writing  signed by each of the parties
hereto.

      Section 5.12 Brokers. IPoint and IPoint-Israel agree to indemnify,  defend
and hold harmless  each other from and against any liability or expense  arising
out of any claim  asserted by any third party for  brokerage or finder's fees or
agent's  commissions,  based  on an  allegation  that  the  other  impliedly  or
expressly  engaged such claimant as a finder,  broker or agent,  or brought such
claimant into the negotiations between IPoint-Israel and IPoint.

      Section 5.13 Fees and Expenses.  Except as otherwise expressly provided in
this Agreement or assumed by IPoint in writing; attorneys' fees, accounting fees
and  all  other  fees  for  professional  services  incurred  by each  party  in
effectuating  the  transactions  contemplated by this Agreement shall be paid by
the party which incurred such fees.  Except as otherwise  expressly  provided in
this  Agreement,  IPoint  and  IPoint-Israel  shall  each bear its own  expenses
incurred in connection with this Agreement and the transactions  contemplated by
this Agreement whether or not such transactions shall be consummated.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

                                       9
<PAGE>

      IN WITNESS  WHEREOF,  the parties  hereto have caused this Agreement to be
signed by themselves or by their  respective duly authorized  officers as of the
date first written above.

IPOINT:                                     IPOINT-ISRAEL:

IPOINT U.S.A. CORP.                         IPOINT-MEDIA, LTD.


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


SHAREHOLDERS:

/s/ Muki Geller
-----------------------------
Muki Geller

/s/ Avi Sless
-----------------------------
Avi Sless

/s/ Avi Kanetti
-----------------------------
Avi Kanetti

Nisko Project Electronics & Communications (1990) Ltd.

/s/
-----------------------------
Name:
Title:

Japan FA Systems Corp.

/s/
-----------------------------
Name:
Title:

Neomedia Technologies, Inc.

/s/
-----------------------------
Name:
Title:

Cornell Capital Partners, LP

/s/Mark Angelo
-----------------------------
Name: Mark Angelo
Title: Portfolio Manager


              [SIGNATURE PAGE TO THE SHARE EXCHANGE AGREEMENT DATED
                               AS OF MAY 24, 2005]

                                       10
<PAGE>


                                   SCHEDULE I

<TABLE>
<CAPTION>
Shareholder                  Shares Owned    Allocation Percentage   New Shares to be Issued
-----------                  -------------   ---------------------   -----------------------
<S>                          <C>             <C>                     <C>
Muki Geller                         60,000                   14.7%                 6,000,000
Avi Sless                           12,000                    2.9%                 1,200,000
Avi Kanetti                         12,000                    2.9%                 1,200,000
Nisko Project                      210,000                   51.6%                21,000,000
Electronics &
Communications (1990) Ltd.
Japan FA Systems Corp.               3,000                    0.7%                   300,000
Neomedia                            69,196                   17.0%                 6,919,600
Technologies, Inc.
Cornell Capital                     40,704                   10.0%                 4,070,400
Partners, LP
Total                              406,900                  100.0%                40,690,000
</TABLE>

                                   SCHEDULE II

<TABLE>
<CAPTION>
Warrant Holder              Warrants Owned   Allocation Percentage   New Shares to be Issued
--------------             ---------------   ---------------------   -----------------------
<S>                        <C>               <C>                     <C>
Godela Sievers                       1,500                   100.0%                   15,000
</TABLE>


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