EXHIBIT
        10.1

      


      SETTLEMENT
        & TERMINATION AGREEMENT AND MUTUAL RELEASE

      


      This
        Settlement & Termination Agreement and Mutual Release (this “Agreement”)
        is
        made as of July 27, 2007 by and between NEOMEDIA
        TECHONOLOGIES, INC.,
        a
        Delaware corporation (“NeoMedia”)
        and
HIPCRICKET,
        INC.,
        a
        Delaware corporation (“HipCricket”
and
        together with NeoMedia, the “Parties”
and
        each, a “Party”).

      


      RECITALS:

      


      WHEREAS,
        on
        February 16, 2006, the Parties entered into that certain non-binding letter
        of
        intent (the “LOI”)
        whereby the Parties had agreed that within ninety (90) days following the
        execution of the LOI, the Parties would execute a mutually agreeable, definitive
        purchase agreement whereby NeoMedia would acquire all of the outstanding
        shares
        of stock of the Company (the “Definitive
        Agreement”);

       

      WHEREAS,
        pursuant to the LOI, NeoMedia also agreed to provide to HipCricket a bridge
        loan
        in the amount of Five Hundred Thousand Dollars ($500,000) in two (2) equal
        installments, the first of which would be wired within twenty-four (24) hours
        of
        executing the LOI and the second installment which would follow within thirty
        (30) days later;

      


      WHEREAS,
        pursuant to the LOI as summarized above, on February 16, 2006, HipCricket
        did
        issue a promissory note to NeoMedia in the principal amount of Two Hundred
        Fifty
        Thousand Dollars ($250,000) (the “First
        Note”)
        and on
        March 20, 2006, HipCricket did issue a second promissory note to NeoMedia
        in the
        principal amount of Two Hundred Fifty Thousand Dollars ($250,000) (the
“Second
        Note”
and
        together with the First Note, the “Notes”);

      


      WHEREAS,
        on or
        about August 23, 2006, the Parties terminated the LOI and thereby abandoned
        their efforts to consummate a Definitive Agreement;

      


      WHEREAS,
        on
        February 28, 2007 the Parties entered into that certain Termination Agreement
        (the “Termination
        Agreement”)
        pursuant to which (a) HipCricket paid off the principal on the First Note
        in
        full, (b) HipCricket paid to NeoMedia an additional Fifty Thousand Dollars
        ($50,000) towards the principal on the Second Note, (c) the Parties terminated
        the Notes, except for HipCricket’s obligations to pay to NeoMedia all interest
        accrued under the Notes as of the date of the Termination Agreement equal
        to
        Thirty-Nine Thousand Five Hundred Sixty-One Dollars and Sixty-Four Cents
        ($39,561.64) (the “Accrued
        Interest”),
        (d)
        HipCricket issued to NeoMedia a third note (the “Third
        Note”)
        representing the principal balance then due and owing under the Second Note
        equal to Two Hundred Thousand Dollars ($200,000) subject to the terms and
        conditions set forth in the Termination Agreement and the Third Note, of
        which
        One Hundred Thousand Dollars ($100,000) of the principal amount shall become
        due
        and owing on or about August 31, 2007 and the remaining One Hundred Thousand
        Dollars ($100,000) of the principal amount plus all accrued interest and
        any
        unpaid principal balance thereon shall become due and payable on February
        28,
        2008 (the “Maturity
        Date”)
        and
        (e) HipCricket was to pay to NeoMedia the Accrued Interest on or prior to
        the
        Maturity Date;

      


      
        
           

        

        
           

          
            

          

        

        
           

        

         

      

      WHEREAS,
        the
        Parties acknowledge and agree herein that as of the date hereof, Two Hundred
        Forty-Six Thousand Two Hundred Twenty-Seven Dollars and Ninety-Six Cents
        ($246,227.96) is currently due and owing by HipCricket to NeoMedia, which
        such
        amount includes Thirty-Nine Thousand Five Hundred Sixty-One Dollars and
        Sixty-Four Cents ($39,561.64) of Accrued Interest, the outstanding principal
        amount of Two Hundred Thousand Dollars ($200,000) under the Third Note and
        Six
        Thousand Six Hundred Sixty-Six Dollars and Thirty-Two Cents ($6,666.32) of
        interest accrued on the Third Note (collectively, the “Payment
        Obligations”);

      


      WHEREAS,
        the
        Parties desire to fully and completely settle all Payment Obligations prior
        to
        the Maturity Date and to terminate the Third Note in accordance with the
        terms
        and conditions set forth herein below.

      


      AGREEMENT:

      


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

      


      1. Recitals.
        The
        above
        recitals are true and correct and are incorporated herein, in their entirety,
        by
        this reference.

      


      2 Settlement;
        Settlement Amount.
        The
        Parties hereby agree that, on the date hereof, HipCricket shall pay to NeoMedia,
        and NeoMedia shall accept from HipCricket, a cash amount equal to Two Hundred
        Twenty-One Thousand Two Hundred Twenty-Seven Dollars and Ninety-Six Cents
        ($221,227.96) (the “Settlement
        Amount”)
        in
        immediately available funds as full and complete satisfaction of the Payment
        Obligations in consideration for, among other things, the receipt by NeoMedia
        of
        the prepayment by HipCricket of the Payment Obligations prior to the Maturity
        Date. 

      


      3. Termination
        of Third Note.
        The
        Third Note is hereby terminated and all obligations for the payment of principal
        and any and all accrued interest thereunder shall be deemed fully satisfied
        and
        discharged. 

      


      4. Full
        Satisfaction of Payment Obligations; Acknowledgement of Amounts
        Owed.
        The
        Parties hereby acknowledge and agree that the Settlement Amount fully and
        completely supersedes and satisfies any and all obligations of the Parties
        including, without limitation, under the Notes and the Third Note. The Parties
        further acknowledge and agree that there are no other sums, securities or
        benefits due to NeoMedia by HipCricket now or in the future other than as
        set
        forth in this Agreement.

      


      5. Mutual
        Releases.
        

      


      (a)
         NeoMedia,
        on behalf of itself, its successors, heirs, and assigns, hereby agrees to
        completely and irrevocably discharge and release HipCricket and its former
        and
        current directors, officers, employees, and shareholders from any and all
        liabilities and obligations including, without limitation, under the LOI,
        the
        Notes and the Third Note, as well as any and all claims, demands, actions,
        damages, lawsuits, obligations, promises, administrative actions, charges
        and
        causes of action, and/or liability whatsoever, both known and unknown, in
        law or
        in equity, involving any matter arising out of or in any way related, directly
        or indirectly, to any and all obligations, duties and liabilities, including,
        without limitation, under the LOI, the Notes and the Third Note.

      


      
        
           

        

        
           

          
            

          

        

        
           

        

         

      

      (b) HipCricket,
        on behalf of itself, its successors, heirs, and assigns, hereby agrees to
        completely and irrevocably discharge and release NeoMedia and its former
        and
        current directors, officers, employees, and shareholders from any and all
        liabilities and obligations including, without limitation, under the LOI,
        the
        Notes and the Third Note, as well as any and all claims, demands, actions,
        damages, lawsuits, obligations, promises, administrative actions, charges
        and
        causes of action, and/or liability whatsoever, both known and unknown, in
        law or
        in equity, involving any matter arising out of or in any way related, directly
        or indirectly, to any and all obligations, duties and liabilities, including,
        without limitation, under the LOI, the Notes and the Third Note.

      


      6. Authority.
        The
        Parties hereto warrant that they have the full power and authority to execute
        and deliver this Agreement and to perform the obligations
        hereunder.

      


      7. Assignment.
        Neither
        this Agreement nor any right, obligation or interest hereunder shall be
        assignable, transferable or otherwise alienable by either Party hereto or
        by
        operation of law or otherwise except with the prior written consent of the
        other
        Party hereto, except that each Party may assign, in its sole discretion,
        any of
        or all of its rights, interests and obligations under this Agreement to any
        successor of such Party. Subject to the foregoing, this Agreement shall be
        binding upon the Parties hereto and their respective successors and permitted
        assigns.

      


      8. Miscellaneous.
        No
        provision of this Agreement may be modified, waived or discharged unless
        such
        waiver, modification or discharge is agreed to in writing and signed by each
        of
        the Parties hereto. No waiver by any Party hereto of, or compliance with,
        any
        condition or provision of this Agreement to be performed by such other parties
        shall be deemed a waiver of similar or dissimilar provisions or conditions
        at
        the same or at any prior or subsequent time. No agreements or representations,
        oral or otherwise, express or implied, with respect to the subject matter
        hereof
        have been made by any Party that are not set forth in this
        Agreement.

      


      9. Severance
        and Validity.
        The
        invalidity or unenforceability of any provision of this Agreement shall not
        affect the validity or enforceability of any other provision of this Agreement,
        which shall remain in full force and effect.

      


      10. Counterparts.
        This
        Agreement may be executed in several counterparts, each of which shall be
        deemed
        to be an original but all of which together shall constitute one and the
        same
        instrument.

      


      11. Entire
        Agreement.
        This
        Agreement contains the entire understanding of the Parties with respect to
        the
        subject matter hereof, supersedes any prior agreement by and among the Parties,
        and may not be changed or terminated orally. No change, termination or attempted
        waiver of any of the provisions hereof shall be binding unless in writing
        and
        signed by the Party to be bound.

      


      
        
           

        

        
           

          
            

          

        

        
           

        

         

      

      12. Negotiated
        Agreement.
        This
        Agreement has been negotiated and shall not be construed against the Party
        responsible for drafting all or parts of this Agreement.

      


      13. Notices,
        Consents, etc.  Any
        notices, consents, waivers or other communications required or permitted
        to be
        given under the terms hereof must be in writing and will be deemed to have
        been
        delivered: (i) upon receipt, when delivered personally; (ii) upon receipt,
        when
        sent by facsimile (provided confirmation of transmission is mechanically
        or
        electronically generated and kept on file by the sending party); or (iii)
        one
        (1) trading day after deposit with a nationally recognized overnight delivery
        service, in each case properly addressed to the party to receive the same.
        The
        addresses and facsimile numbers for such communications shall be:

      


      
        	
                If
                  to HipCricket

              	
                Hip
                  Cricket

              
	 	
                3006
                  Northrup Way, Suite 303

              
	 	
                Bellevue,
                  WA 98004 

              
	 	
                Attention:
                  Ivan Braiker

              
	 	
                Telephone:
                  (425) 452-1111

              
	 	
                Facsimilie:
                  (425) 827-1561

              
	 	 
	
                If
                  to NeoMedia:

              	
                Neomedia
                  Technologies, Inc.

              
	 	
                2201
                  Second Street, Suite 402

              
	 	
                Fort
                  Myers, FL 33901

              
	 	
                Attention: William
                  J. Hoffman, Jr.

              
	 	
                Telephone: (239)
                  337-3434

              
	 	
                Facsimile: (239)
                  337-3668

              
	 	 
	
                With
                  a copy to:

              	
                Kirkpatrick
                  & Lockhart Preston Gates Ellis LLP

              
	 	
                201
                  South Biscayne Blvd. - Suite 2000

              
	 	
                Miami,
                  FL 33131-2399

              
	 	
                Attention: Clayton
                  E. Parker, Esq.

              
	 	
                Telephone: (305)
                  539-3300

              
	 	
                Facsimile: (305)
                  358-7095

              


      

      


      or
        at
        such other address and/or facsimile number and/or to the attention of such
        other
        person as the recipient party has specified by written notice given to each
        other party three (3) trading days prior to the effectiveness of such
        change. Written confirmation of receipt (a) given by the recipient of such
        notice, consent, waiver or other communication, (b) mechanically or
        electronically generated by the sender's facsimile machine containing the
        time,
        date, recipient facsimile number and an image of the first page of such
        transmission or (c) provided by a nationally recognized overnight delivery
        service, shall be rebuttable evidence of personal service, receipt by facsimile
        or receipt from a nationally recognized overnight delivery service in accordance
        with clause (a), (b) or (c) above, respectively.

       

      14. Governing
        Law; Jurisdiction.
        All
        questions concerning the construction, validity, enforcement and interpretation
        of this Agreement shall be governed by the internal laws of the State of
        Florida, without giving effect to any choice of law or conflict of law provision
        or rule (whether of the State of Florida or any other jurisdictions) that
        would
        cause the application of the laws of any jurisdictions other than the State
        of
        Florida. The Parties hereto (i) agree than any legal suit, action or proceeding
        arising out of or relating to this Agreement shall be instituted only in
        a
        Federal or state court in Miami-Dade County, Florida, (ii) waive any objection
        which they may now or hereafter have to the laying of the venue of any such
        suit, action or proceeding, including, without limitation, any objection
        based
        on the assertion that such venue is an inconvenient forum and (iii) irrevocably
        submit to the jurisdiction of such Federal or state court in Miami-Dade County,
        Florida in any such suit, action or proceeding. The Parties hereto agree
        that
        the mailing of any process in any suit, action or proceeding in accordance
        with
        the notice provisions of this Agreement shall constitute personal service
        thereof. 

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

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      IN
        WITNESS WHEREOF,
        the
        Parties hereto have executed this Settlement & Termination Agreement and
        Mutual Release as
        of the
        date first above written.

       

      
        	 	
                NEOMEDIA
                  TECHNOLOGIES, INC.

              
	 	 
	 	 
	 	
                By:
                  ___________________________  

              
	 	
                Name: William
                  J. Hoffman, Jr.

              
	 	
                Title: Chief
                  Executive Officer

              
	 	 
	 	 
	 	
                HIPCRICKET,
                  INC.

              
	 	 
	 	 
	 	
                By:___________________________

              
	 	
                Name: Ivan
                  Braiker

              
	 	
                Title:
                  Chief Executive Officer