AMENDMENT TO REGISTRATION RIGHTS AGREEMENT

      THIS AMENDMENT (the  "Amendment") is made and entered into effective as of
May 24,  2005,  by and  between  the  NEOMEDIA  TECHNOLOGIES,  INC.,  a Delaware
Corporation (the "Investor") and IPOINT MEDIA LTD., an Israeli  Corporation (the
"Company").

                                   WITNESSTH:

      WHEREAS,   the  Company  and  the  Investor  entered  into  an  Investment
Agreement,  Registration Rights Agreement and Escrow Agreement dated October 12,
2004 (individually referred to as the "Investment Agreement",  the "Registration
Rights Agreement",  and the "Escrow Agreement",  and collectively referred to as
the "Transaction Documents"); and

      WHEREAS,  the  parties  desire to amend the terms of  Registration  Rights
Agreement as set forth herein.

      NOW, THEREFORE,  in consideration of the promises and the mutual promises,
conditions and covenants herein contained and in the Transaction Documents,  and
other good and valuable consideration,  receipt of which is hereby acknowledged,
the parties hereto agree as follows:

      1. The Registration Rights Agreement is hereby amended by deleting Section
2(a) in its entirety and inserting in lieu thereof the following:

            "(a) The Company shall prepare and file, by June 15, 2005,  with the
      SEC, a  registration  statement on Form S-1 or SB-2 (or, if the Company is
      then eligible,  on Form S-3) under the 1933 Act  registering the shares of
      common stock that Neomedia Technologies, Inc. intends to distribute to its
      stockholders (the "Spinoff Registration Statement").  Subject to the terms
      and conditions of this  Agreement,  the Company shall prepare and file, no
      later  than  ten  (10)  days  after  the  SEC  has  declared  the  Spinoff
      Registration Statement effective, but in no event later than September 30,
      2005 (the  "Scheduled  Filing  Deadline"),  with the SEC,  a  registration
      statement  on Form S-1 or SB-2 (or,  if the Company is then  eligible,  on
      Form S-3) under the 1933 Act (the "Secondary Registration  Statement") for
      the  registration  for  the  resale  by the  Investor  of the  Registrable
      Securities.  The Company shall cause the Secondary  Registration Statement
      to remain  effective  until all of the  Registrable  Securities  have been
      sold."

      2. The Registration Rights Agreement is hereby amended by deleting Section
2(b) in its entirety and inserting in lieu thereof the following:


            "(b)  Effectiveness  of  the  Initial  Registration  Statement.  The
      Company shall use its best efforts (i) to have the Secondary  Registration
      Statement  declared  effective  by the SEC no later than  thirty (30) days
      after the filing thereof (the "Scheduled  Effective Deadline") and (ii) to
      insure  that  the  Secondary  Registration  Statement  and any  subsequent
      Registration  Statement  remains  in effect  until all of the  Registrable
      Securities  have been sold,  subject to the terms and  conditions  of this
      Agreement.  It shall be an event of  default  hereunder  if the  Secondary
      Registration  Statement  is not  declared  effective by the SEC within one
      hundred  fifty  (150)  days  after  filing  of  the  Spinoff  Registration
      Statement."

      3. The Investor  hereby waives all rights to any penalties or damages that
have accrued to date pursuant to the Registration Rights Agreement.

      4. 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.


                                              COMPANY:
                                              IPOINT MEDIA LTD.

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


                                              INVESTOR:
                                              NEOMEDIA TECHNOLOGIES, INC.

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