BUSINESS DEVELOPMENT AGREEMENT


      THIS BUSINESS DEVELOPMENT  AGREEMENT (the "Agreement") is made and entered
into as of September 7, 2004 by and between  IPOINT MEDIA LTD. (the  "Company"),
and NEOMEDIA TECHNOLOGIES, INC. ("NeoMedia").


                                    RECITALS:

      WHEREAS,  the Company desires to engage NeoMedia,  and NeoMedia desires to
be engaged by the Company, to provide certain business  development  services in
accordance with and subject to the terms and conditions of this Agreement.

      NOW,  THEREFORE,  for and in  consideration of the premises and the mutual
covenants and agreements herein contained, and for other valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereby
agree as follows:


                                   AGREEMENT:


                                   ARTICLE 1.
                                   ENGAGEMENT

      1.1. Engagement.  The Company hereby engages NeoMedia, and NeoMedia hereby
accepts such engagement.

      1.2. Services. Upon the request of the Company, NeoMedia shall perform the
services set forth on Exhibit "A" hereto.


                                   ARTICLE 2.
                               TERM OF ENGAGEMENT

      2.1. Term.  The engagement of NeoMedia  pursuant to the terms hereof shall
commence on the date hereof and shall continue on a  month-to-month  basis until
terminated by either party by providing thirty (30) days prior written notice to
the other party (the "Term").

      2.2.  Independent  Consultant.  The Company and NeoMedia  acknowledge  and
agree  that  NeoMedia  is an  independent  contractor  and that  nothing in this
Agreement  is  intended  to  cause  NeoMedia  to be a  fiduciary,  agent,  joint
venturer,  legal  representative,  partner  or servant  of the  Company  for any
purpose  whatsoever.  NeoMedia  agrees that the Company shall in no event assume
liability  for or be  deemed  liable  hereunder  as a  result  of any  contract,
agreement,  understanding,  debt or  obligation  entered into by NeoMedia on the
Company's behalf without the Company's prior written consent.  NeoMedia shall be

<PAGE>

solely responsible for and shall pay all taxes,  assessments,  and fees incident
to the performance of his obligations pursuant to this Agreement.


                                   ARTICLE 3.
                           COMPENSATION OF CONSULTANT

      3.1.  Compensation.  As  compensation  for the services during the Term of
this Agreement,  the Company shall pay NeoMedia a fee payable by the issuance of
a number of shares of common stock equal to 7% of the  Company's  common  stock,
which shall equal 28,492 shares. This fee shall be deemed fully earned as of the
date hereof.

                                   ARTICLE 4.
                                  MISCELLANEOUS

      4.1. Notices. All notices hereunder, to be effective,  shall be in writing
and shall be deemed  delivered  when  delivered by hand,  upon  confirmation  of
receipt by telecopy or when sent by  first-class,  certified  mail,  postage and
fees prepaid, as follows:

         (a) for notices and communications to the Company

             iPoint-Media Ltd.
             2a Habarzel Street
             Tel-Aviv 61132, Israel
             Attention: Muki Geller, Chief Executive Officer
             Telephone: 011-972-3-7657265
             Facsimile: 011-972-3-7657139


         (b) for notices and communications to NeoMedia:

             NeoMedia Technologies, Inc.
             2201 Second Street
             Suite 402
             Fort Myers, FL 33901
             Attention:  Charles T. Jensen, President & Chief Executive Officer
             Telephone: (239) 337-3434 x 102
             Telephone: (800) 798-3559
             Facsimile: (239) 337-3668

By notice  complying with the foregoing  provisions of this Section,  each party
shall have the right to change the address for future notices and communications
to such party.

      4.2. Modification. This Agreement constitutes the entire Agreement between
the parties  hereto with regard to the subject matter  hereof,  superseding  all
prior understandings and agreements, whether written or oral. This Agreement may
not be  amended  or revised  except by a writing  signed by both of the  parties
hereto.

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<PAGE>

      4.3.  Assignment.  This Agreement and all rights hereunder are personal to
NeoMedia  and may  not,  unless  otherwise  specifically  permitted  herein,  be
assigned  by  him.  Notwithstanding  anything  else  in  this  Agreement  to the
contrary,  the  Company may assign this  Agreement  to and all rights  hereunder
shall inure to the benefit of any person, firm or corporation  succeeding to all
or  substantially  all of the  business  or assets  of the  Company  whether  by
purchase, merger or consolidation.

      4.4.  Captions.  Captions herein have been inserted solely for convenience
of reference  and in no way define,  limit or describe the scope or substance of
any provision of this Agreement.

      4.5. Severability. The provisions of this Agreement are severable, and the
invalidity  of any  provision  shall  not  affect  the  validity  of  any  other
provision.  In the event that any arbitrator or court of competent  jurisdiction
shall determine that any provision of this Agreement or the application  thereof
is  unenforceable  because of the duration or scope thereof,  the parties hereto
agree that said arbitrator or court in making such determination  shall have the
power to reduce the duration and scope of such provision to the extent necessary
to make it  enforceable,  and that the  Agreement  in its reduced  form shall be
valid and enforceable to the full extent permitted by law.

      4.6. Governing Law. 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.

      IN WITNESS WHEREOF,  the parties hereto have caused this Business Services
Agreement to be executed by their representatives thereunto duly authorized.

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

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<PAGE>

                                   EXHIBIT "A"
                             DESCRIPTION OF SERVICES


1.    The  parties  to  this  agreement  will  look  to  jointly  pursue  select
      opportunities in the areas of distributing  video,  audio and data over an
      interactive broadband media access platform.

2.    NeoMedia  may serve as a reseller of  iPoint's  products  and  services in
      North  America  on  a  non-exclusive  basis  with  special  focus  on  the
      government (including state and local).

3.    NeoMedia  will seek to introduce  iPoint to  NeoMedia's  other channel and
      alliance partners which may have interest in doing business with iPoint.

      a.    The parties to this agreement will reciprocate  contracts to each of
            the respective  parties'  partners and clients for  opportunities of
            synergy where reseller of finder's fee compensation may apply.

      b.    NeoMedia  will  make  available  appropriate  resources  for  market
            analysis and  tactical  evaluations  for  achieving  business  goals
            surrounding iPoint operations in North America.

      c.    NeoMedia will provide resources in order to market iPoint technology
            in   strategic   industry   verticals   including   government   and
            telecommunications.

      d.    NeoMedia will contribute sales activities,  both conceptual/planning
            and direct,  for iPoint products  including branding and repackaging
            initiatives,  if desired by iPoint, to further advance  distribution
            of the iPoint product suite.

      e.    NeoMedia will supply  resources to manage  accounts and perform post
            sale support activities for iPoint technology implementations.

4.    Where  appropriate,  NeoMedia will support  iPoint's  efforts to assist in
      securing approvals for iPoint's  technology within appropriate  government
      and industry standards groups.

5.    Each of  items  1-4  will be  subject  to the  execution  of a  definitive
      agreement with specific  terms and conditions  before each such project is
      implemented.  Further,  it is understood  that no  exclusivity is given or
      received  under this alliance and any such  exclusivity  would only be set
      forth in a definitive agreement.

6.    The  parties  can add or modify  services  which will be  detailed  in the
      amended Exhibit A and signed by both parties.

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