Exhibit 4.1

                              INVESTMENT AGREEMENT

      THIS  INVESTMENT  AGREEMENT (the  "Agreement") is dated as of September 7,
2004, by and between NEOMEDIA  TECHNOLOGIES,  INC. a Delaware corporation,  (the
"Buyer"), and IPOINT-MEDIA LTD., a company chartered under the laws of the State
of Israel (the "Company").

                                    Recitals:

      The parties have  reached an  agreement  pursuant to which the Buyer shall
make an investment  in the Company,  and the Company shall issue and sell to the
Buyer ordinary shares, par value NIS 1 per share (the "Ordinary Shares"), all in
accordance with the terms hereof.

                                   Agreement:

      NOW,  THEREFORE,  in consideration of the mutual premises herein set forth
and certain other good and valuable  consideration,  the receipt and sufficiency
of which is hereby acknowledged, the parties hereto agree as follows:

      1. ISSUANCE OF SHARES AND RELATED TRANSACTIONS.

                        1.1.  Issuance of Shares. At Closing (as defined below),
            subject to the terms, restrictions and conditions of this Agreement,
            the Buyer  shall  acquire,  and the Company  shall  sell,  issue and
            deliver to the Buyer a total of 40,704 ordinary shares (the "Buyer's
            Stock").  All Buyer's Stock to be issued hereunder shall be free and
            clear  of  all  liens,  claims,  pledges,  mortgages,  restrictions,
            obligations, security interests and encumbrances of any kind, nature
            and description (collectively, "Encumbrances").

                        1.2.  Purchase Price.  The purchase price (the "Purchase
            Price") for the Buyer's  Stock shall be equal to  $1,000,000,  which
            shall be paid to the Company in immediately available funds no later
            than three (3)  business  days after  Closing  Date (as set forth in
            Section 1.3 hereof).

                        1.3.  Closing.  The  parties  to  this  Agreement  shall
            consummate  the  transactions  contemplated  by this  Agreement at a
            closing (the "Closing") to be held no later than September 13, 2004;
            provided,  in  no  event  shall  the  Closing  occur  prior  to  the
            satisfaction of the conditions  precedent set forth in Sections 6, 7
            and 8  hereof.  The date of  Closing  is  referred  to herein as the
            "Closing  Date." The  Closing  shall  take  place at the  offices of
            counsel to the  Buyer,  or at such  other  place as may be  mutually
            agreed  upon by the  Buyer  and the  Company.  At the  Closing,  the
            Company shall  deliver to the Buyer  certificates  representing  the
            Buyer's Stock.


<PAGE>

      2. ADDITIONAL AGREEMENTS.

                        2.1.  Agreement to Register the Buyer's Ordinary Shares.
            The Company  shall  register the Buyer's Stock with the SEC pursuant
            to the  terms  of a  Registration  Rights  Agreement  of  even  date
            herewith between the Company and the Buyer.

                        2.2. Access and Inspection, Etc. The Company shall allow
            the Buyer and its  authorized  representatives  full  access  during
            normal  business  hours from and after the date  hereof and prior to
            the  Closing  Date  to  all  of the  properties,  books,  contracts,
            commitments  and  records of the  Company  for the purpose of making
            such   investigations  as  the  Buyer  may  reasonably   request  in
            connection  with the  transactions  contemplated  hereby,  and shall
            cause the Company to furnish Buyer such  information  concerning its
            affairs as Buyer may reasonably request.  The Company has caused and
            shall  cause  its  personnel  to assist  the  Buyer in  making  such
            investigation and shall use their best efforts to cause the counsel,
            accountants, engineers and other non-employee representatives of the
            Company to be reasonably available to Buyer for such purposes.

                        2.3. Public Announcements. The parties will consult with
            each other before issuing any press releases or otherwise making any
            public  statement  with  respect  to  this  Agreement  or any of the
            transactions  contemplated  hereby  and no party will issue any such
            press  release or make any such public  statement  without the prior
            written  consent of the other parties,  except as may be required by
            law or by the rules and regulations of any governmental authority or
            securities exchange.

                        2.4. Best Efforts.  Subject to the terms and  conditions
            provided in this  Agreement,  each of the parties shall use its best
            efforts  in good faith to take or cause to be taken as  promptly  as
            practicable  all  reasonable  actions  that are  within its power to
            cause to be fulfilled those conditions  precedent to its obligations
            or  the   obligations   of  the  other  parties  to  consummate  the
            transactions  contemplated by this Agreement that are dependent upon
            its actions.

                        2.5. Further  Assurances.  The parties shall deliver any
            and all other  instruments  or  documents  required to be  delivered
            pursuant  to, or necessary or proper in order to give effect to, the
            provisions of this  Agreement,  including,  without  limitation,  to
            issue  the  Buyer's  Stock  and  to  consummate   the   transactions
            contemplated by this Agreement.

                        2.6.  Consolidation;  Merger.  The Company shall not, at
            any time after the date hereof, without the prior written consent of
            the Buyer, effect any merger or consolidation of the Company with or
            into,  or a transfer of all or  substantially  all the assets of the
            Company to another entity (a "Consolidation  Event"),  regardless of
            whether  the   Company  is  the   surviving   entity,   unless  such
            Consolidation  Event would result in the Buyer  receiving  earning a
            net  return  of  100%  on  the  investment  made  pursuant  to  that
            Investment Agreement of even date herewith.


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<PAGE>

      3. REPRESENTATIONS, COVENANTS AND WARRANTIES OF THE COMPANY.

      To  induce  Buyer to enter  into  this  Agreement  and to  consummate  the
transactions  contemplated  hereby,  the Company  represents and warrants to and
covenants with the Buyer as follows:

                        3.1.   Organization;   Compliance.   The  Company  is  a
            corporation  duly organized,  validly  existing and in good standing
            under the laws of the State of Israel.  The Company is: (a) entitled
            to own or lease its  properties  and to carry on its business as and
            in the places  where such  business is now  conducted,  and (b) duly
            licensed and qualified in all  jurisdictions  where the character of
            the property owned by it or the nature of the business transacted by
            it makes such license or qualification  necessary,  except where the
            failure to do so would not result in a  material  adverse  effect on
            the Company.

                        3.2. Capitalization and Related Matters.


                  (a)  The  Company  has an  authorized  capital  consisting  of
20,000,000  Ordinary  Shares,  of which 297,000  Ordinary  Shares are issued and
outstanding as of the date hereof  (excluding the Buyer's  Stock).  All Ordinary
Shares are duly and validly issued,  fully paid and  nonassessable.  No Ordinary
Shares (i) were issued in violation of the preemptive rights of any shareholder,
or (ii) are held as treasury stock.

                  (b)  Except  as set  forth in  Schedule  3.2(b),  there are no
outstanding any securities convertible into Ordinary Shares or any other capital
stock of the  Company nor any rights to  subscribe  for or to  purchase,  or any
options  for the  purchase  of, or any  agreements  providing  for the  issuance
(contingent  or  otherwise)  of,  or any  calls,  commitments  or  claims of any
character  relating to, such capital stock or securities  convertible  into such
capital  stock  (collectively,  "Securities  Rights").  The Company:  (i) is not
subject to any  obligation  (contingent or otherwise) to repurchase or otherwise
acquire  or  retire  any of its  capital  stock;  or (ii) has no  liability  for
dividends or other distributions  declared or accrued,  but unpaid, with respect
to any capital stock.

                  (c) The Company is not a party to any agreement, understanding
or  arrangement,  direct  or  indirect,  relating  to any class or series of the
Company's capital stock,  including,  without limitation,  any voting agreement,
restriction on resale, shareholder agreement or registration rights agreement.

                        3.3. Subsidiaries and Investments.


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<PAGE>

                  (a) Schedule 3.3 discloses with respect to each Subsidiary (as
defined below) (i) its name, (ii) the  jurisdiction of its  organization,  (iii)
the number of its authorized shares or other equity  interests,  (iv) the number
of its outstanding shares or other equity interests of each class or series, and
(v) the name of the owner and the number and percentage of outstanding shares or
other  equity  interests  of each  class or series of such  Subsidiary  owned of
record  and,  if  different,  owned  beneficially  by the  Company and any other
person. All of the outstanding  capital stock and other equity interests of each
of the  Subsidiaries is validly  issued,  fully paid and  nonassessable  and was
issued in compliance with all applicable  federal and state  securities or "blue
sky" laws and regulations. There are no Securities Rights relating to any shares
of capital  stock,  other  equity  interests or other  securities  of any of the
Subsidiaries.  The  Company  and the  Subsidiaries  have  good,  marketable  and
exclusive  title to the shares or other equity  interests  disclosed on Schedule
3.3 as being  owned by each of them,  free and  clear of all  Encumbrances.  All
rights  and  powers  to vote  such  shares or other  equity  interests  are held
exclusively  by the Company,  directly or indirectly  through one or more of the
Subsidiaries,  as the  case  may  be.  Each  Subsidiary  is a  corporation  duly
organized,  validly  existing  and  in  good  standing  under  the  laws  of its
jurisdiction of  organization,  and has the corporate power and authority to own
or lease its properties  and to carry on its business as now conducted.  For the
purposes  hereof,  a  "Subsidiary"  means  any  corporation,  limited  liability
company,  partnership,  joint venture or other entity in which the Company owns,
directly or indirectly,  more than 20% of the outstanding  voting  securities or
equity interests.

                  (b) Except as disclosed in Schedule  3.3, the Company does not
own,  nor has it ever owned,  any equity  interest in any  corporation,  limited
liability company, partnership, joint venture or other entity.

                        3.4. Execution; No Inconsistent Agreements; Etc.

                  (a) This  Agreement  is a valid and binding  agreement  of the
Company,  enforceable in accordance with its terms,  except as such  enforcement
may be limited by  bankruptcy  or similar  laws  affecting  the  enforcement  of
creditors' rights generally, and the availability of equitable remedies.

                  (b)  The  execution  and  delivery  of this  Agreement  by the
Company does not, and the consummation of the transactions  contemplated  hereby
will not,  constitute  a breach or  violation  of the  charter  or bylaws of the
Company, or a default under any of the terms, conditions or provisions of (or an
act or omission that would give rise to any right of  termination,  cancellation
or acceleration under) any note, bond, mortgage, lease, indenture,  agreement or
obligation  to which the  Company  is a party,  pursuant  to which  the  Company
otherwise receives benefits, or to which any of the properties of the Company is
subject.

                        3.5. Corporate Records. The statutory records, including
            the stock  register and minute books of the Company,  fully  reflect
            all  issuances,  transfers  and  redemptions  of its capital  stock,
            correctly show and will correctly show the total number of shares of
            its capital stock issued and  outstanding  on the date hereof and on
            the Closing Date, the charter or other organizational  documents and
            all  amendments  thereto,  and bylaws as amended  and  currently  in
            force.


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<PAGE>

                        3.6. Financial Statements.

                  (a)  The   Company  has   delivered   to  the  Buyer  (i)  the
consolidated  audited  balance sheet of the Company as of December 31, 2002, and
the consolidated  audited  consolidated profit and loss statement of the Company
for the fiscal year ended December 31, 2002 and (ii) the consolidated  unaudited
balance  sheet of the  Company  as of  December  31,  2003 and the  consolidated
unaudited  profit and loss  statement of the Company for the twelve months ended
December  31, 2003 (the  balance  sheet as of December  31, 2003 is  hereinafter
referred to as the "2003 Company Balance  Sheet").  All the foregoing  financial
statements,  and any financial  statements  delivered pursuant to subsection (c)
below,   are  referred  to  herein   collectively  as  the  "Company   Financial
Statements."

                  (b) The  Company  Financial  Statements  have been and will be
prepared in accordance  with U.S.  GAAP,  applied on a consistent  basis (except
that the  unaudited  statements do not contain all the  disclosures  required by
GAAP),  and  fairly  reflect  and will  reflect  in all  material  respects  the
financial  condition  of the Company as at the dates  thereof and the results of
the operations of the Company for the periods then ended.

                        3.7.  Liabilities.  Except as  described in Schedule 3.7
            hereof, the Company has no material debt, liability or obligation of
            any  kind,  whether  accrued,  absolute,  contingent  or  otherwise,
            except:  (a) those  reflected  on the 2003  Company  Balance  Sheet,
            including the notes  thereto,  and (b)  liabilities  incurred in the
            ordinary  course of business since December 31, 2003,  none of which
            have had or will have a  material  adverse  effect on the  financial
            condition of the Company.

                        3.8. Absence of Changes. Except as described in Schedule
            3.8 and in the other Schedules to this Agreement,  from December 31,
            2003 to the date of this Agreement:

                  (a) there  has not been any  adverse  change in the  business,
assets, liabilities, results of operations or financial condition of the Company
or in its relationships with suppliers,  customers, employees, lessors or others
other than changes in the ordinary course of business, none of which, singularly
or in the  aggregate,  have had or will have a  material  adverse  effect on the
business, properties or financial condition of the Company; and

                  (b)  the  Company  has  complied   with  the   covenants   and
restrictions  set forth in Section 5 to the same extent as if this Agreement had
been executed on, and had been in effect since, December 31, 2003.

                        3.9.  Title  to  Properties.  The  Company  has good and
            marketable  title  to all of its  properties  and  assets,  real and
            personal, including, but not limited to, those reflected in the 2003
            Company Balance Sheet (except as since sold or otherwise disposed of
            in the ordinary course of business,  or as expressly provided for in
            this  Agreement),  free and clear of all Encumbrances of any kind or
            character  except:  (a) those  securing  liabilities  of the Company
            incurred in the ordinary  course (with  respect to which no material
            default exists); (b) liens of 2004 real estate and personal property
            taxes;  and (c)  imperfections  of title and  Encumbrances,  if any,
            which, in the aggregate (i) are not  substantial in amount;  (ii) do
            not detract from the value of the property subject thereto or impair
            the  operations  of the Company or; and (iii) do not have a material
            adverse effect on the business, properties or assets of the Company.


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<PAGE>

                        3.10.  Compliance  With Law. The business and activities
            of the Company has at all times been  conducted in  accordance  with
            its articles and memorandum of association  and any applicable  law,
            regulation, ordinance, order, License (defined below), permit, rule,
            injunction  or  other   restriction   or  ruling  of  any  court  or
            administrative  or governmental  agency,  ministry,  or body, except
            where the  failure to do so would not  result in a material  adverse
            effect on the Company.

                        3.11.  Taxes.  The Company  has duly filed all  material
            federal,  state, local and foreign tax returns and reports,  and all
            returns  and  reports  of  all  other   governmental   units  having
            jurisdiction  with respect to taxes  imposed on it or on its income,
            properties, sales, franchises,  operations or employee benefit plans
            or trusts,  all such returns were  complete and accurate when filed,
            and all taxes and assessments  payable by the Company have been paid
            to the extent that such taxes have become due. All taxes  accrued or
            payable by the  Company for all periods  through  December  31, 2003
            have been  accrued or paid in full,  whether or not due and  payable
            and whether or not  disputed.  The Company has  withheld  proper and
            accurate  amounts  from  its  employees  for  all  periods  in  full
            compliance  with  the  tax  withholding   provisions  of  applicable
            foreign,  federal, state and local tax laws. There are no waivers or
            agreements  by the  Company  for  the  extension  of  time  for  the
            assessment  of any taxes.  The tax returns of the Company have never
            been examined by any authority or other administrative body or court
            of any state or country.  There are not now any  examinations of the
            income  tax  returns  of  the  Company  pending,   or  any  proposed
            deficiencies or assessments  against the Company of additional taxes
            of any kind.  The Company shall duly and timely prepare and file all
            material federal,  state,  local and foreign tax returns and reports
            for 2004,  and all  returns  and  reports of all other  governmental
            units  having  jurisdiction  with  respect  to taxes  imposed on the
            Company or on its income, properties, sales, franchises,  operations
            or employee  benefit  plans or trusts,  and all such returns will be
            complete and accurate when filed.

                        3.12.  Real  Properties.  The  Company  does not have an
            interest  in any real  property,  except for the Leases (as  defined
            below).


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<PAGE>

                        3.13.  Leases of Real Property.  All leases  pursuant to
            which the  Company  is lessee  or lessor of any real  property  (the
            "Leases") are listed in Schedule 3.13 and are valid and  enforceable
            in  accordance  with  their  terms.  There is not  under any of such
            leases (a) any material  default or any claimed  material default by
            the  Company or any event of default or event  which with  notice or
            lapse of time, or both,  would  constitute a material default by the
            Company and in respect to which the  Company has not taken  adequate
            steps to prevent a default on its part from occurring, or (b) to the
            knowledge of the Company,  any material default by any lessee of the
            Company or any event of default or event  which with notice or lapse
            of time, or both, would constitute a material default by any lessee.
            The copies of the  Leases  heretofore  furnished  to Buyer are true,
            correct and complete,  and such Leases have not been modified in any
            respect since the date they were so furnished, and are in full force
            and effect in accordance  with their terms.  The Company is lawfully
            in possession of all real properties of which they are a lessee (the
            "Leased Properties").

                        3.14.  Contingencies.  Except as  disclosed  on Schedule
            3.14, there are no actions, suits, claims or proceedings pending, or
            to the knowledge of the Company threatened against, by or affecting,
            the Company in any court or before any  arbitrator  or  governmental
            agency  that may have a material  adverse  effect on the  Company or
            which could  materially and adversely affect the right or ability of
            the Company to consummate the transactions  contemplated  hereby. To
            the knowledge of the Company, there is no valid basis upon which any
            such action, suit, claim, or proceeding may be commenced or asserted
            against it. There are no unsatisfied  judgments  against the Company
            and no consent decrees or similar agreements to which the Company is
            subject  and  which  could  have a  material  adverse  effect on the
            Company.

                        3.15. Products  Liability;  Warranties;  Insurance.  The
            Company will have not loss, damage,  liability,  fine, penalty, cost
            and  expense  (each,  a  "Liability")  that is not fully  covered by
            insurance relating to any product manufactured,  distributed or sold
            by the Company prior to the Closing,  whether or not such  Liability
            is related to products that are defective or improperly  designed or
            manufactured  or are in breach of any  express  or  implied  product
            warranty.

                        3.16. Intellectual Property Rights.

                  (a) The  Company  owns and  possesses  all  right,  title  and
interest in and to, or has a valid license to use, all of the Proprietary Rights
(as defined  below)  necessary  for the  operation  of its business as presently
conducted and none of such Proprietary Rights have been abandoned;

                  (b) no claim  by any  third  party  contesting  the  validity,
enforceability,  use or ownership of any such Proprietary  Rights has been made,
is currently outstanding or, to the knowledge of the Company, is threatened, and
to the knowledge of the Company there is no reasonable basis for any such claim;


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<PAGE>

                  (c) neither the Company nor any registered agent of any of the
foregoing has received any notice of, nor is the Company aware of any reasonable
basis for an allegation of, any infringement or misappropriation by, or conflict
with,  any third  party with  respect to such  Proprietary  Rights,  nor has the
Company,  or  any  registered  agent  of any  of  them  received  any  claim  of
infringement  or  misappropriation  of or other  conflict  with any  Proprietary
Rights of any third party;

                  (d)  the  Company  has  not  infringed,   misappropriated   or
otherwise violated any Proprietary Rights of any third parties,  and the Company
is not aware of any infringement,  misappropriation or conflict which will occur
as a result of the continued  operation of the Company as presently operated and
as  contemplated  to be  operated  or as a  result  of the  consummation  of the
transactions contemplated hereby; and

                  (e) all employees who have  contributed to or  participated in
the conception and/or  development of all or any part of the Proprietary  Rights
which are not  licensed to the Company  from a third party  either (i) have been
party  to a  "work-for-hire"  arrangement  or  agreement  with the  Company,  in
accordance with applicable  federal and state law, that has accorded the Company
full,  effective,   exclusive,  and  original  ownership  of  all  tangible  and
intangible  property  thereby  arising,   or  (ii)  have  executed   appropriate
instruments of assignment in favor of the Company as assignee that have conveyed
to the Company  full,  effective  and  exclusive  ownership  of all tangible and
intangible property thereby arising.

                  (f) As used herein,  the term  "Proprietary  Rights" means all
proprietary  information  of the  Company,  as the  case may be,  including  all
patents, patent applications,  patent disclosures and inventions (whether or not
patentable  and whether or not reduced to  practice),  all  trademarks,  service
marks, trade dress, trade names, corporate names, domain names, copyrights,  all
trade  secrets,   confidential  information,   ideas,  formulae,   compositions,
know-how, processes and techniques,  drawings,  specifications,  designs, logos,
plans, improvements,  proposals,  technical and computer data, documentation and
software,  financial,  business and marketing plans, and related information and
all other  proprietary,  industrial or intellectual  property rights relating to
the  business  of  the  Company,  including  those  proprietary,  industrial  or
intellectual  property rights found at the Company's websites listed on Schedule
3.16.

                  (g) The consummation of the transactions  contemplated by this
Agreement will not adversely  affect the right of the Company to continue to use
the Proprietary  Rights.  To the extent that the registration of any Proprietary
Right is  required  by law,  such  Proprietary  Right has been duly and  validly
registered  or filed,  and any fees that are  necessary to maintain in force any
Proprietary Rights or registrations  thereof have been paid.  Schedule 3.16 sets
forth a list and description of the copyrights, trademarks, service marks, trade
dress,  trade  names and domain  names used or held by the  Company  and,  where
appropriate,  the  date,  serial  or  registration  number,  and  place  of  any
registration thereof.


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<PAGE>

                        3.17.  Material  Contracts.  Schedule  3.17  contains  a
            complete  list  of  all  contracts  of  the  Company  which  involve
            consideration  in excess of the equivalent of $25,000 or have a term
            of one year or more (the  "Material  Contracts").  The  Company  has
            delivered to Buyer a true,  correct and complete copy of each of the
            written  contracts,  and a summary of each oral contract,  listed on
            Schedule 3.17. Except as disclosed in Schedule 3.17: (a) the Company
            has performed all material obligations to be performed by them under
            all such contracts,  and is not in material default thereof, and (b)
            no condition  exists or has occurred which with the giving of notice
            or the lapse of time, or both,  would  constitute a material default
            by the Company or accelerate  the maturity of, or otherwise  modify,
            any such contract,  and (c) all such contracts are in full force and
            effect.  No  material  default  by any  other  party  to any of such
            contracts is known or claimed by the Company to exist.

                        3.18. Employee Benefit Matters.

                  (a) Except as disclosed in Schedule 3.18, the Company does not
provide,  nor is it obligated to provide,  directly or indirectly,  any benefits
for employees other than salaries, sales commissions and bonuses, including, but
not limited to, any pension,  profit sharing, stock option,  retirement,  bonus,
hospitalization,  insurance,  severance,  vacation  or other  employee  benefits
(including  any  housing  or social  fund  contributions)  under  any  practice,
agreement or understanding.

                  (b) Each employee  benefit plan  maintained by or on behalf of
the Company or any other party  (including any  terminated  pension plans) which
covers  or  covered  any   employees   or  former   employees   of  the  Company
(collectively,  the "Employee  Benefit  Plan") is listed in Schedule  3.18.  The
Company has  delivered to Buyer true and  complete  copies of all such plans and
any  related  documents.  With  respect  to each such plan:  (a) no  litigation,
administrative  or other proceeding or claim is pending,  or to the knowledge of
the Company,  threatened or  anticipated  involving  such plan; (b) there are no
outstanding  requests for information by participants or  beneficiaries  of such
plan;  and (c) such plan has been  administered  in  compliance  in all material
respects with all applicable laws and regulations.

                  (c)  The  Company  has  timely  made  payment  in  full of all
contributions  to all of the  Employee  Benefit  Plans  which  the  Company  was
obligated  to make  prior to the date  hereof;  and there  are no  contributions
declared or payable by the Company to any Employee Benefit Plan which, as of the
date hereof, has not been paid in full.

                        3.19.  Possession  of  Franchises,  Licenses,  Etc.  The
            Company:  (a)  possesses  all  material  franchises,   certificates,
            licenses,  permits  and  other  authorizations  (collectively,   the
            "Licenses") from governmental authorities, political subdivisions or
            regulatory   authorities  that  are  necessary  for  the  ownership,
            maintenance  and  operation of its business in the manner  presently
            conducted;  (b) are not in violation of any provisions thereof;  and
            (c) have maintained and amended, as necessary, all Licenses and duly
            completed all filings and notifications in connection therewith.


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<PAGE>

                        3.20.  Environmental  Matters.  Except as  disclosed  in
            Schedule 3.20: (i) the Company is not in violation,  in any material
            respect,  of any  Environmental  Law (as  defined  below);  (ii) the
            Company  has  received  all permits and  approvals  with  respect to
            emissions into the environment and the proper  collection,  storage,
            transport, distribution or disposal of Wastes (as defined below) and
            other  materials  required  for the  operation  of its  business  at
            present  operating  levels;  and (iii) the  Company is not liable or
            responsible  for any material clean up, fines,  liability or expense
            arising under any Environmental  Law, as a result of the disposal of
            Wastes  or other  materials  in or on the  property  of the  Company
            (whether owned or leased), or in or on any other property, including
            property no longer  owned,  leased or used by the  Company.  As used
            herein,   (a)   "Environmental   Laws"  means,   collectively,   the
            Comprehensive Environmental Response, Compensation and Liability Act
            of 1980, as amended,  the Superfund  Amendments and  Reauthorization
            Act of 1986, the Resource  Conservation  and Recovery Act, the Toxic
            Substances  Control Act, as amended,  the Clean Air Act, as amended,
            the  Clean  Water  Act,  as  amended,   any  other   "Superfund"  or
            "Superlien" law or any other federal,  or applicable  state or local
            statute,  law, ordinance,  code, rule,  regulation,  order or decree
            (foreign or domestic) regulating, relating to, or imposing liability
            or standards of conduct concerning,  Wastes, or the environment; and
            (b) "Wastes"  means and includes any  hazardous,  toxic or dangerous
            waste,  liquid,  substance or material (including petroleum products
            and  derivatives),  the  generation,  handling,  storage,  disposal,
            treatment or emission of which is subject to any Environmental Law.

                        3.21.  Agreements and Transactions with Related Parties.
            Except as disclosed on Schedule  3.21, the Company is not, and since
            January 1, 2002 has not been,  a party to any  contract,  agreement,
            lease  or  transaction  with,  or any  other  commitment  to,  (a) a
            shareholder,  (b) any person related by blood,  adoption or marriage
            to shareholder,  (c) any director or officer of the Company, (d) any
            corporation  or other entity in which any of the  foregoing  parties
            has, directly or indirectly, at least five percent (5.0%) beneficial
            interest  in the capital  stock or other type of equity  interest in
            such  corporation or other entity,  or (e) any  partnership in which
            any such party is a general  partner or a limited  partner  having a
            five  percent  (5%)  or  more  interest  therein  (any or all of the
            foregoing  being  herein  referred  to  as  a  "Related  Party"  and
            collectively  as  the  "Related  Parties").   Without  limiting  the
            generality of the  foregoing,  except as set forth in Schedule 3.21,
            (a) no Related Party,  directly or indirectly,  owns or controls any
            assets or  properties  which are or have since  January 1, 2002 been
            used in the  business  of the  Company,  and (b) no  Related  Party,
            directly or indirectly,  engages in or has any significant  interest
            in or connection with any business: (i) which is or which within the
            last two (2) years has been a  competitor,  customer or supplier of,
            or has done business with, the Company, or (ii) which as of the date
            hereof sells or distributes  products or provides services which are
            similar or related to the products or services of the Company.


                                       10
<PAGE>

                        3.22.  Business   Practices.   Except  as  disclosed  on
            Schedule  3.22,  the  Company  has not,  at any  time,  directly  or
            indirectly,  made any  contributions  or payment,  or  provided  any
            compensation  or  benefit  of any kind,  to any  municipal,  county,
            state, federal or foreign  governmental officer or official,  or any
            other person charged with similar public or quasi-public  duties, or
            any candidate for political  office.  The Company's books,  accounts
            and records (including, without limitation,  customer files, product
            packaging  and  invoices)  accurately  describe and reflect,  in all
            material respects,  the nature and amount of the Company's products,
            purchases,  sales  and  other  transactions.  Without  limiting  the
            generality of the foregoing,  the Company has not engaged,  directly
            or indirectly,  in: (a) the practice known as  "double-invoicing" or
            the use or  issuance  of  pro-forma  or dummy  invoices;  or (b) the
            incorrect or misleading  labeling,  marketing or sale of refurbished
            goods as new goods.

                        3.23.  Shareholder  Matters.   Except  as  disclosed  on
            Schedule  3.23,  none of the  matters  set  forth in this  Agreement
            require the approval of the Company's shareholders.

                        3.24. Full Disclosure.  No representation or warranty of
            the Company contained in this Agreement,  and none of the statements
            or information  concerning  the Company  contained in this Agreement
            and the Schedules,  contains or will contain any untrue statement of
            a material fact nor will such representations, warranties, covenants
            or  statements  taken as a whole omit a material fact required to be
            stated therein or necessary in order to make the statements therein,
            in light of the  circumstances  under  which  they  were  made,  not
            misleading.

      4. REPRESENTATIONS AND WARRANTIES OF BUYER.

      To induce the Company to enter into this  Agreement and to consummate  the
transactions  contemplated  hereby,  the Buyer  represents  and  warrants to and
covenants with the Company as follows:

                        4.1. Organization.  Buyer is a limited liability company
            duly organized, validly existing and in good standing under the laws
            of  Delaware.  The Buyer has all  requisite  power and  authority to
            execute,  deliver and carry out the terms of this  Agreement and the
            consummation of the transactions contemplated herein.

                        4.2. Execution; No Inconsistent Agreements; Etc.

                  (a) The  execution  and  delivery  of this  Agreement  and the
performance of the transactions  contemplated  hereby have been duly and validly
authorized  and  approved  by Buyer and this  Agreement  is a valid and  binding
agreement of Buyer,  enforceable  against  Buyer in  accordance  with its terms,
except  as such  enforcement  may be  limited  by  bankruptcy  or  similar  laws
affecting the enforcement of creditors' rights  generally,  and the availability
of equitable remedies.


                                       11
<PAGE>

                  (b) The execution and delivery of this Agreement by Buyer does
not, and the  consummation  of the  transactions  contemplated  hereby will not,
constitute a breach or violation of the charter or bylaws of Buyer, or a default
under any of the terms,  conditions or provisions of (or an act or omission that
would give rise to any right of termination, cancellation or acceleration under)
any material note, bond, mortgage, lease, indenture,  agreement or obligation to
which  Buyer  is a  party,  pursuant  to  which  any of them  otherwise  receive
benefits, or by which any of their properties may be bound.

                        4.3. Securities Laws.

                  (a) The Buyer is purchasing the Ordinary Shares for investment
purposes and not with a view to the sale or  distribution,  by public or private
sale or other  disposition,  and the Buyer has no present  intention of selling,
granting any  participation in or otherwise  distributing or disposing of any of
the Ordinary Shares.

                  (b) Investment Representations. The Buyer has been offered the
opportunity  to ask  questions  of,  and  receive  answers  from  the  Company's
management,  and the  Buyer  has been  given  full and  complete  access  to all
available  information  and data  relating  to the  business  and  assets of the
Company and has obtained such  additional  information  about the Company as the
Buyer  has  deemed  necessary  in  order to  evaluate  the  opportunities,  both
financial and  otherwise,  with respect to the Company and,  except as set forth
herein,  has not  relied  on any  representation,  warranty  or other  statement
concerning  the Company and its  evaluation  of the decision to  consummate  the
transactions  contemplated  herein.  In its judgment,  the Buyer is sufficiently
familiar  with the Company to enable the Buyer to proceed with the  transactions
contemplated hereby.

                  (c) The  Buyer is an  "accredited  investor,"  as such term is
defined in Rule 501 of  Regulation D  promulgated  under the  Securities  Act of
1933, as amended (the "Securities Act").

                  (d) The Buyer is a  sophisticated  investor  familiar with the
type of risks inherent in the  acquisition  of securities  such as the shares of
the Company and the Buyer's financial position is such that the Buyer can afford
to retain its shares of Company Ordinary Shares for an indefinite period of time
without realizing any direct or indirect cash return on its investment.

                  (e) The Buyer  acknowledges  that the certificates  evidencing
the Buyer's Stock will contain a legend substantially as follows:

                  THE SECURITIES  WHICH ARE REPRESENTED BY THIS CERTIFICATE HAVE
                  NOT BEEN  REGISTERED  UNDER  THE  SECURITIES  ACT OF 1933,  AS
                  AMENDED (THE "ACT").  THE  SECURITIES  HAVE BEEN  ACQUIRED FOR
                  INVESTMENT  PURPOSES ONLY AND NOT WITH A VIEW TO  DISTRIBUTION
                  OR RESALE, AND MAY NOT BE SOLD, TRANSFERRED, MADE SUBJECT TO A
                  SECURITY INTEREST, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED
                  OF UNLESS AND UNTIL REGISTERED  UNDER THE ACT, AS AMENDED,  OR
                  EVIDENCE SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS
                  NOT REQUIRED UNDER SUCH ACT.


                                       12
<PAGE>

      5. CONDUCT OF BUSINESS OF THE COMPANY PENDING CLOSING.

      The  Company  covenants  and agrees  that  between the date hereof and the
Closing Date:

                        5.1.  Business  in the  Ordinary  Course.  Except as set
            forth  in  Schedule  5.1,  the  business  of the  Company  shall  be
            conducted  only in the ordinary  course,  and  consistent  with past
            practice.  Without  limiting the  generality of the  foregoing,  and
            except as set forth in  Schedule  5.1 or as  otherwise  approved  by
            Buyer:

                  (a)  Except  for  the  transaction  contemplated  hereby,  the
Company shall not enter into any contract,  agreement or other arrangement which
would  constitute a Material  Contract,  except for  contracts to sell or supply
goods or services to customers in the ordinary  course of business at prices and
on terms  substantially  consistent  with the prior  operating  practices of the
Company;

                  (b)  except for sales of  personal  property  in the  ordinary
course of its business, the Company shall not sell, assign, transfer,  mortgage,
convey,  encumber  or  otherwise  dispose  of, or cause  the  sale,  assignment,
transfer, mortgage,  conveyance,  encumbrance or other disposition of any of the
assets or properties of the Company or any interest therein;

                  (c) the Company shall not acquire any material assets,  except
expenditures made in the ordinary course of business as reasonably  necessary to
enable the Company to conduct its normal business operations and to maintain its
normal  inventory of goods and materials,  at prices and on terms  substantially
consistent with current market conditions and prior operating practices;

                  (d) the books,  records and  accounts of the Company  shall be
maintained  in the usual,  regular  and  ordinary  course of business on a basis
consistent with prior practices and in accordance with GAAP;

                  (e) the Company  shall use its best  efforts to  preserve  its
business organization, to preserve the good will of its suppliers, customers and
others having business relations with the Company, and to retain the services of
key employees and agents of the Company;

                  (f) except as it may terminate in accordance with the terms of
this Agreement, the Company shall keep in full force and effect, and not cause a
default  of  any  of  its  obligations   under,  each  of  their  contracts  and
commitments;


                                       13
<PAGE>

                  (g) the  Company  shall duly comply in all  material  respects
with all laws applicable to it and to the conduct of its business;

                  (h)  the  Company  shall  not  create,  incur  or  assume  any
liability or indebtedness,  except in the ordinary course of business consistent
with past practices;

                  (i) other than as contemplated in this Agreement,  the Company
shall not apply any of its assets to the direct or indirect payment,  discharge,
satisfaction or reduction of any amount payable directly or indirectly to or for
the benefit of any shareholder or any Related Party; and

                  (j) the  Company  shall  not take or omit to take  any  action
which  would  render  any  of  the   representations  or  warranties  untrue  or
misleading, or which would be a breach of any of the covenants.

                        5.2. No Material Changes. Except as contemplated in this
            Agreement,  the Company shall not materially alter its organization,
            capitalization,  or financial  structure,  practices or  operations.
            Without limiting the generality of the foregoing:

                  (a) no change shall be made in the articles and  memorandum of
association of the Company;

                  (b) no  change  shall  be made  in the  authorized  or  issued
capital stock of the Company;

                  (c) the  Company  shall not issue or grant any right or option
to purchase or otherwise acquire any of its capital stock or other securities;

                  (d) no  dividend  or other  distribution  or payment  shall be
declared or made with respect to any of the capital stock of the Company; and

                  (e) no change shall be made affecting the banking arrangements
of the Company.

                        5.3.  Notification.  Each party to this Agreement  shall
            promptly notify the other parties in writing of the  occurrence,  or
            threatened  occurrence,  of any event that would constitute a breach
            or violation of this  Agreement by any party or that would cause any
            representation  or  warranty  made by the  notifying  party  in this
            Agreement to be false or misleading in any respect. The Company will
            promptly  notify  the Buyer of any event  that could have a material
            adverse  effect on the  business,  assets,  financial  condition  or
            prospects of the Company. The Company shall have the right to update
            the  Schedules  to this  Agreement  immediately  prior  to  Closing;
            provided,  if such update discloses any breach of a  representation,
            warranty,  covenant or  obligation  of the Company,  the Buyer shall
            have the right to then  exercise its  available  rights and remedies
            hereunder.


                                       14
<PAGE>

      6. CONDITIONS TO OBLIGATIONS OF ALL PARTIES.

      The  obligation  of Buyer and the Company to consummate  the  transactions
contemplated by this Agreement are subject to the satisfaction, on or before the
Closing, of each of the following conditions;  any or all of which may be waived
in whole or in part by the joint agreement of Buyer and the Company:

                        6.1.  Absence of Actions.  No action or proceeding shall
            have been brought or threatened  before any court or  administrative
            agency to prevent the  consummation or to seek damages in a material
            amount by reason of the  transactions  contemplated  hereby,  and no
            governmental   authority   shall  have   asserted  that  the  within
            transactions  (or any other pending  transaction  involving Buyer or
            the  Company  when  considered  in light of the effect of the within
            transactions)  shall  constitute  a violation of law or give rise to
            material liability on the part of the Company or the Buyer.

                        6.2. Consents.  The parties shall have received from any
            suppliers,   lessors,   lenders,   lien   holders  or   governmental
            authorities,   bodies  or  agencies  having  jurisdiction  over  the
            transactions  contemplated  by this  Agreement,  or any part hereof,
            such consents, authorizations and approvals as are necessary for the
            consummation  hereof,  including,  without limitation,  the consents
            listed on Schedule 6.2.

      7. CONDITIONS TO OBLIGATIONS OF THE BUYER.

      All obligations of the Buyer to consummate the  transactions  contemplated
by this Agreement are subject to the  fulfillment  and  satisfaction of each and
every of the  following  conditions  on or prior to the  Closing,  any or all of
which may be waived in whole or in part by Buyer:

                        7.1. Representations and Warranties. The representations
            and  warranties  contained in Section 3 of this Agreement and in any
            certificate,   instrument,  schedule,  agreement  or  other  writing
            delivered  by or on behalf of the  Company  in  connection  with the
            transactions  contemplated by this Agreement shall be true,  correct
            and complete in all material  respects  (except for  representations
            and warranties  which are by their terms  qualified by  materiality,
            which shall be true, correct and complete in all respects) as of the
            date when made and shall be deemed to be made again at and as of the
            Closing  Date and shall be true,  correct and  complete at and as of
            such time in all material respects (except for  representations  and
            warranties which are by their terms qualified by materiality,  which
            shall be true, correct and complete in all respects).

                        7.2.  Compliance  with  Agreements and  Conditions.  The
            Company  shall  have   performed  and  complied  with  all  material
            agreements and conditions required by this Agreement to be performed
            or complied with by it prior to or on the Closing Date.


                                       15
<PAGE>

                        7.3. Absence of Material  Adverse  Changes.  No material
            adverse  change in the business,  assets,  financial  condition,  or
            prospects of the Company shall have occurred, no substantial part of
            the assets of the Company  not  substantially  covered by  insurance
            shall  have been  destroyed  due to fire or other  casualty,  and no
            event  shall  have  occurred  which has had or will have a  material
            adverse  effect on the  business,  assets,  financial  condition  or
            prospects of the Company.

                        7.4. Board  Approval.  The Company's  Board of Directors
            shall have taken the action required by them pursuant to Section 2.1
            hereof.

                        7.5.  Registration  Rights Agreement.  The Company shall
            have  executed  and  delivered  to the Buyer a  Registration  Rights
            Agreement in a form acceptable to the Buyer.

                        7.6. Business Development  Agreement.  The Company shall
            have  executed  and  delivered  to the buyer an  Agreement in a form
            acceptable by both parties.

                        7.7.  Corporate   Documents.   The  Company  shall  have
            delivered to the Buyer the articles and memorandum of association of
            the Company and each Subsidiary certified by an appropriate official
            of its respective  jurisdiction of  incorporation as being in effect
            as of a recent date,  the bylaws of the Company and each  Subsidiary
            certified by an appropriate officer as in effect at the Closing, the
            minute  books  and  corporate   records  of  the  Company  and  each
            Subsidiary and the stock ledger of the Company and each Subsidiary.

                        7.8. Other  Documents.  The Company shall have delivered
            to the Buyer such other documents and instruments as the Buyer deems
            reasonably  necessary or desirable to  consummate  the  transactions
            contemplated hereby.

                        7.9.  Certificate of the Company. The Company shall have
            executed and delivered,  or caused to be executed and delivered,  to
            the  Buyer  one  or  more  certificates,  dated  the  Closing  Date,
            certifying in such detail as the Buyer may reasonably request to the
            fulfillment and satisfaction of the conditions specified in Sections
            7.1 through 7.9 above.

            All documents  delivered to the Buyer shall be in form and substance
reasonably satisfactory to the Buyer.

      8. CONDITIONS TO OBLIGATIONS OF THE COMPANY.


                                       16
<PAGE>

      All of the  obligations  of the  Company to  consummate  the  transactions
contemplated by this Agreement are subject to the  fulfillment and  satisfaction
of each and every of the following conditions on or prior to the Closing, any or
all of which may be waived in whole or in part by the Company:

                        8.1. Representations and Warranties. The representations
            and  warranties  contained in Section 4 of this Agreement and in any
            certificate,   instrument,  schedule,  agreement  or  other  writing
            delivered  by  or  on  behalf  of  Buyer  in  connection   with  the
            transactions  contemplated  by this  Agreement  shall  be  true  and
            correct in all material  respects  (except for  representations  and
            warranties which are by their terms qualified by materiality,  which
            shall be true,  correct and complete in all respects)  when made and
            shall be deemed to be made again at and as of the  Closing  Date and
            shall  be  true  at and as of such  time  in all  material  respects
            (except for  representations and warranties which are by their terms
            qualified by materiality,  which shall be true, correct and complete
            in all respects).

                        8.2.  Compliance with  Agreements and Conditions.  Buyer
            shall have  performed and complied with all material  agreements and
            conditions  required by this  Agreement  to be performed or complied
            with by Buyer prior to or on the Closing Date.

                        8.3.   Certificate  of  Buyer.   The  Buyer  shall  have
            delivered  to the Company a  certificate,  executed by an  executive
            officer and dated the  Closing  Date,  certifying  in such detail as
            counsel for the Company may  reasonably  request to the  fulfillment
            and satisfaction of the conditions specified in Sections 8.1 through
            8.2 above.

      9. INDEMNITY.

                        9.1.   Indemnification  by  the  Company.   The  Company
            (hereinafter  collectively  called the "Company  Indemnitor")  shall
            defend,  indemnify  and hold  harmless  the  Buyer,  its  direct and
            indirect parent  corporations,  subsidiaries  and affiliates,  their
            officers,  members,  directors,   employees,  attorneys  and  agents
            (hereinafter collectively called "Buyer Indemnitees") against and in
            respect of any and all loss, damage, liability,  fine, penalty, cost
            and expense,  including reasonable  attorneys' fees and amounts paid
            in settlement (collectively,  "Buyer Losses"),  suffered or incurred
            by any Buyer Indemnitee by reason of, or arising out of:

                  (a) any  misrepresentation,  breach of  warranty  or breach or
nonfulfillment of any covenant, obligation or agreement of the Company contained
in this  Agreement  or in any  certificate,  schedule,  instrument  or  document
delivered to Buyer by or on behalf of the Company  pursuant to the provisions of
this Agreement (without regard to materiality thresholds contained therein); and


                                       17
<PAGE>

                  (b) any  liabilities  of the Company of any nature  whatsoever
(including tax liability,  penalties and interest),  whether accrued,  absolute,
contingent or otherwise, (i) existing as of the date of the 2003 Company Balance
Sheet,  and required to be shown therein in accordance  with GAAP, to the extent
not reflected or reserved  against in full in the 2003 Company Balance Sheet; or
(ii) arising or occurring between December 31, 2003 and the Closing Date, except
for liabilities arising in the ordinary course of business,  none of which shall
have a material adverse effect on the Company.

                  (c)  Indemnification by Buyer. The Buyer  (hereinafter  called
the "Buyer  Indemnitor") shall defend,  indemnify and hold harmless the Company,
its direct and indirect parent corporations,  subsidiaries and affiliates, their
officers,  members,  directors,  employees,  attorneys  and agents  (hereinafter
called "Company Indemnitee") against and in respect of any and all loss, damage,
liability, fine, penalty, cost and expense, including reasonable attorneys' fees
and amounts paid in settlement  (collectively,  "Company  Losses"),  suffered or
incurred   by  Company   Indemnitee   by  reason  of  or  arising   out  of  any
misrepresentation,  breach  of  warranty  or breach  or  non-fulfillment  of any
material covenant,  obligation or agreement of Buyer contained in this Agreement
or in any other certificate,  schedule,  instrument or document delivered to the
Company by or on behalf of Buyer  pursuant to the  provisions of this  Agreement
(without regard to materiality thresholds contained therein).

                        9.2. Defense of Claims.

                  (a)  Each  party   seeking   indemnification   hereunder   (an
"Indemnitee"):  (i) shall provide the other party or parties (the  "Indemnitor")
written  notice of any claim or action by a third party for which an  Indemnitor
may be liable under the terms of this Agreement, within ten (10) days after such
claim or action  arises  and is known to  Indemnitee,  and (ii)  shall  give the
Indemnitor a reasonable  opportunity to participate  in any  proceedings  and to
settle or defend any such  claim or action.  The  expenses  of all  proceedings,
contests or lawsuits  with  respect to such claims or actions  shall be borne by
the Indemnitor.  If the Indemnitor wishes to assume the defense of such claim or
action,  the Indemnitor  shall give written notice to the Indemnitee  within ten
(10) days after  notice  from the  Indemnitee  of such claim or action,  and the
Indemnitor shall  thereafter  assume the defense of any such claim or liability,
through  counsel  reasonably  satisfactory  to  the  Indemnitee,  provided  that
Indemnitee  may  participate  in such  defense  at their  own  expense,  and the
Indemnitor  shall,  in any event,  have the right to control  the defense of the
claim or action.  The failure of an  Indemnitee  to give any notice  required by
this Section  shall not affect any of such party's  rights under this Section or
otherwise, except and to the extent that such failure is actually prejudicial to
the rights or obligations of the Indemnitor.

                  (b) If the  Indemnitor  shall not assume the defense of, or if
after so  assuming  it shall  fail to  defend,  any such  claim or  action,  the
Indemnitee  may defend  against  any such claim or action in such manner as they
may deem  appropriate and the Indemnitees may settle such claim or litigation on
such  terms  as they  may  deem  appropriate  but  subject  to the  Indemnitor's
approval, such approval not to be unreasonably withheld; provided, however, that
any such settlement shall be deemed approved by the Indemnitor if the Indemnitor
fails to object  thereto,  by written notice to the  Indemnitee,  within fifteen
(15)  days  after  the  Indemnitor's  receipt  of  a  written  summary  of  such
settlement.  The  Indemnitor  shall  promptly  reimburse the  Indemnitee for the
amount of all  expenses,  legal and  otherwise,  incurred by the  Indemnitee  in
connection with the defense and settlement of such claim or action.


                                       18
<PAGE>

                  (c) If a  non-appealable  judgment  is  rendered  against  any
Indemnitee in any action covered by the indemnification  hereunder,  or any lien
attaches to any of the assets of any of the  Indemnitee,  the  Indemnitor  shall
immediately upon such entry or attachment pay such judgment in full or discharge
such lien unless,  at the expense and direction of the Indemnitor,  an appeal is
taken under which the execution of the judgment or  satisfaction  of the lien is
stayed.  If and  when a final  judgment  is  rendered  in any such  action,  the
Indemnitor  shall  forthwith pay such judgment or discharge such lien before any
Indemnitee is compelled to do so.

                        9.3.  Waiver.  The failure of any Indemnitee to give any
            notice or to take any action  hereunder shall not be deemed a waiver
            of any of the  rights of such  Indemnitee  hereunder,  except to the
            extent that Indemnitor is actually prejudiced by such failure.

      10. TERMINATION.

                        10.1.  Termination.  This Agreement may be terminated at
            any time on or prior to the Closing:

                  (a) By mutual consent of Buyer and the Company; or

                  (b) At the election of Buyer if: (i) a Company has breached or
failed  to  perform  or  comply  with  any of its  representations,  warranties,
covenants or  obligations  under this  Agreement;  or (ii) any of the conditions
precedent  set forth in Section 6 or 7 is not  satisfied as and when required by
this Agreement;  or (iii) the Closing has not been  consummated by September 13,
2004; or

                  (c) At the  election of the Company if: (i) Buyer has breached
or failed to  perform  or comply  with any of its  representations,  warranties,
covenants or  obligations  under this  Agreement;  or (ii) any of the conditions
precedent  set forth in Section 6 or 8 is not  satisfied as and when required by
this  Agreement;  or (iii) if the Closing has not been  consummated by September
13, 2004.

                        10.2.  Manner and Effect of Termination.  Written notice
            of any termination  ("Termination  Notice") pursuant to this Section
            10  shall  be  given  by the  party  electing  termination  of  this
            Agreement  ("Terminating  Party")  to the  other  party  or  parties
            (collectively,  the "Terminated Party"), and such notice shall state
            the  reason  for  termination.   The  party  or  parties   receiving
            Termination  Notice  shall  have a  period  of ten (10)  days  after
            receipt of  Termination  Notice to cure the  matters  giving rise to
            such  termination to the reasonable  satisfaction of the Terminating
            Party.  If the matters giving rise to  termination  are not cured as
            required hereby, this Agreement shall be terminated  effective as of
            the  close  of  business  on the  tenth  (10th)  day  following  the
            Terminated Party's receipt of Termination  Notice.  Upon termination
            of this Agreement  prior to the  consummation  of the Closing and in
            accordance  with the terms hereof,  this Agreement shall become void
            and of no effect,  and none of the parties  shall have any liability
            to the others,  except that nothing  contained  herein shall relieve
            any party from: (a) its  obligations  under Sections 2.3 and 2.4; or
            (b)  liability  for its  intentional  breach of any  representation,
            warranty or covenant contained herein, or its intentional failure to
            comply with the terms and conditions of this Agreement or to perform
            its obligations hereunder.


                                       19
<PAGE>

      11. MISCELLANEOUS.

                        11.1. Notices.

                  (a) All notices,  requests,  demands, or other  communications
required or permitted  hereunder shall be in writing and shall be deemed to have
been duly given upon receipt if delivered in person,  or upon the  expiration of
two (2) days  after  the date  sent,  if sent by  federal  express  (or  similar
overnight courier service) to the parties at the following addresses:

            (i) If to Company:

                        iPoint-Media Ltd.
                        2a Habarzel Street
                        Tel-Aviv 61132, Israel
                        Attention:  Muki Geller
                        Telephone:972-3-7657265
                        Facsimile:  972-3-7657368


                  with a copy to:

                        Sichenzia Ross Friedman Ference LLP
                        1065 Avenue of the Americas
                        New York, New York 10018
                        Attn:       Gregory Sichenzia, Esq.
                        Telephone:  (212) 930-9700
                        Facsimile:  (212) 930-9725


            (ii) If to the Buyer:

                        NeoMedia Technologies, Inc.

                        2201 Second Street Suite 402
                        Fort Myers, FL 33901
                        Attention:  Charles T. Jensen
                                    President & Chief Executive Officer
                        Telephone:  (239) 337-3434
                        Facsimile:  (239) 337-3668


                                       20
<PAGE>

                  With a copy to:

                        Kirkpatrick & Lockhart, LLP
                        201 South Biscayne Blvd.
                        Miami, FL 33131-2399
                        Attention:  Clayton E. Parker, Esq.
                        Telephone:  (305) 539-3306
                        Facsimile:  (305) 358-7095


                  (b) Notices may also be given in any other manner permitted by
law,  effective upon actual  receipt.  Any party may change the address to which
notices,  requests,  demands  or other  communications  to such  party  shall be
delivered or mailed by giving notice  thereof to the other parties hereto in the
manner provided herein.

                        11.2.   Survival.   The   representations,   warranties,
            agreements  and  indemnifications  of the parties  contained in this
            Agreement or in any writing delivered  pursuant to the provisions of
            this  Agreement  shall  survive  any  investigation   heretofore  or
            hereafter  made  by  the  parties  and  the   consummation   of  the
            transactions  contemplated  herein and shall  continue in full force
            and effect after the Closing.

                        11.3. Counterparts;  Interpretation.  This Agreement may
            be  executed in any number of  counterparts,  each of which shall be
            deemed an original,  and all of which shall  constitute  one and the
            same instrument. This Agreement supersedes all prior discussions and
            agreements  between the parties with  respect to the subject  matter
            hereof,  and this Agreement  contains the sole and entire  agreement
            among the parties with respect to the matters  covered  hereby.  All
            Schedules  hereto  shall be  deemed a part of this  Agreement.  This
            Agreement shall not be altered or amended except by an instrument in
            writing  signed  by or on behalf of all of the  parties  hereto.  No
            ambiguity in any provision hereof shall be construed against a party
            by reason of the fact it was  drafted by such party or its  counsel.
            For purposes of this  Agreement:  "herein",  "hereby",  "hereunder",
            "herewith", "hereafter" and "hereinafter" refer to this Agreement in
            its  entirety,  and not to any  particular  subsection or paragraph.
            References  to  "including"  means  including  without  limiting the
            generality of any description preceding such term. Nothing expressed
            or implied in this Agreement is intended, or shall be construed,  to
            confer  upon or give any person  other than the  parties  hereto any
            rights or remedies under or by reason of this Agreement.

                        11.4. Governing Law. This Agreement shall be governed by
            and  interpreted in accordance with the laws of the State of Florida
            without  regard to the  principles of conflict of laws.  The parties
            further   agree  that  any  action   between  them  shall  be  heard
            exclusively in ______ County,  Florida, and expressly consent to the
            jurisdiction and venue of the Superior Court of Florida,  sitting in
            Lee County, Florida and the United States District Court of Florida,
            sitting in Fort Myers,  Florida,  for the  adjudication of any civil
            action  asserted  pursuant  to this  paragraph.  Each  party  hereby
            irrevocably  waives, to the fullest extent it may effectively do so,
            the defense of an inconvenient  forum to the maintenance of any such
            action in the forum selected hereby.


                                       21
<PAGE>

                        11.5. Successors and Assigns; Assignment. This Agreement
            shall be binding  upon and shall inure to the benefit of the parties
            hereto and their respective heirs, executors, legal representatives,
            and successors;  provided,  however, that the Company may not assign
            this Agreement or any rights hereunder, in whole or in part.

                        11.6.  Partial  Invalidity and Severability.  All rights
            and  restrictions  contained  herein may be  exercised  and shall be
            applicable  and binding  only to the extent that they do not violate
            any  applicable  laws and are  intended  to be limited to the extent
            necessary to render this Agreement legal, valid and enforceable.  If
            any terms of this Agreement not essential to the commercial  purpose
            of  this  Agreement  shall  be  held  to  be  illegal,   invalid  or
            unenforceable  by a  court  of  competent  jurisdiction,  it is  the
            intention  of the parties  that the  remaining  terms  hereof  shall
            constitute their agreement with respect to the subject matter hereof
            and all such remaining  terms shall remain in full force and effect.
            To  the  extent  legally  permissible,   any  illegal,   invalid  or
            unenforceable  provision  of this  Agreement  shall be replaced by a
            valid provision  which will implement the commercial  purpose of the
            illegal, invalid or unenforceable provision.

                        11.7.  Waiver.  Any term or condition of this  Agreement
            may be  waived  at any time by the party  which is  entitled  to the
            benefit  thereof,  but only if such waiver is evidenced by a writing
            signed by such  party.  No failure on the part of a party  hereto to
            exercise,  and no delay in  exercising,  any right,  power or remedy
            created hereunder,  shall operate as a waiver thereof, nor shall any
            single or partial exercise of any right, power or remedy by any such
            party preclude any other future exercise  thereof or the exercise of
            any other right,  power or remedy.  No waiver by any party hereto to
            any breach of or default in any term or condition of this  Agreement
            shall  constitute a waiver of or assent to any succeeding  breach of
            or default in the same or any other term or condition hereof.

                        11.8.   Headings.   The   headings  as  to  contents  of
            particular paragraphs of this Agreement are inserted for convenience
            only and shall not be construed as a part of this  Agreement or as a
            limitation  on  the  scope  of  any  terms  or  provisions  of  this
            Agreement.

                        11.9. Finder's Fees. The Buyer represents to the Company
            that no broker, agent, finder or other party has been retained by it
            in connection with the transactions  contemplated hereby and that no
            other fee or commission  has been agreed by the Buyer to be paid for
            or on account of the transactions  contemplated  hereby. The Company
            represents to the Buyer that no broker, agent, finder or other party
            has been retained by the Company in connection with the transactions
            contemplated  hereby  and that no other fee or  commission  has been
            agreed  by  the  Company  to be  paid  for  or  on  account  of  the
            transactions contemplated hereby.


                                       22
<PAGE>

                        11.10.  Gender.  Where the context requires,  the use of
            the singular  form herein shall  include the plural,  the use of the
            plural shall include the  singular,  and the use of any gender shall
            include any and all genders.

                        11.11.  Currency.  All foreign currency amounts required
            to be converted to U.S. Dollars for purposes of this Agreement shall
            be converted in accordance with GAAP.

                        11.12.  Acceptance  by  Fax.  This  Agreement  shall  be
            accepted,  effective and binding, for all purposes, when the parties
            shall have signed and  transmitted  to each other,  by telecopier or
            otherwise, copies of the signature pages hereto.

                        11.13.  Attorneys  Fees.  If any  legal  action or other
            proceeding  is brought for the  enforcement  of this  Agreement,  or
            because of an alleged dispute,  breach, default or misrepresentation
            in connection with any provision of this  Agreement,  the prevailing
            party shall be entitled to recover reasonable attorneys' fees, court
            costs and all  expenses  (including,  without  limitation,  all such
            fees,  costs  and  expenses   incident  to  appellate,   bankruptcy,
            post-judgment  and  alternative  dispute  resolution   proceedings),
            incurred  in that  action or  proceeding,  in  addition to any other
            relief to which such party may be entitled.

                        11.14.  NO JURY  TRIAL.  THE PARTIES  HEREBY  KNOWINGLY,
            VOLUNTARILY AND  INTENTIONALLY  WAIVE THE RIGHT ANY OF THEM MAY HAVE
            TO A TRIAL BY JURY IN  RESPECT  OF ANY  LITIGATION  BASED  HEREON OR
            ARISING OUT OF, UNDER OR IN CONNECTION  WITH THIS  AGREEMENT AND ANY
            DOCUMENT CONTEMPLATED TO BE EXECUTED IN CONJUNCTION HEREWITH, OR ANY
            COURSE OF CONDUCT, COURSE OF DEALING,  STATEMENTS (WHETHER VERBAL OR
            WRITTEN)  OR  ACTIONS  OF ANY PARTY.  THIS  PROVISION  IS A MATERIAL
            INDUCEMENT FOR THE PARTIES' ACCEPTANCE OF THIS AGREEMENT.


                                       23
<PAGE>

      IN WITNESS WHEREOF, the parties have executed this Investment Agreement or
caused this  Investment  Agreement to be duly executed by their duly  authorized
officers as of the day and year first above written.

                        BUYER:

                        NEOMEDIA TECHNOLOGIES, INC.

                        By: /s/Charles T. Jensen
                        Name: Charles T. Jensen
                        Title: President & Chief Executive Officer


                        COMPANY:

                        IPOINT-MEDIA LTD.

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


                                       24