NeoMedia Technologies, Inc.

                                 Exhibit 10.51

            Letter Agreement by and between Dominick & Dominick, Inc.
              and NeoMedia Technologies, Inc. Dated March 20, 1997


                                       16

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[LOGO] DOMINICK& DOMINICK
       INCORPORATED

MEMBER PRINCIPAL EXCHANGES

FINANCIAL SQUARE
32 OLD SLIP
NEW YORK, NY 10005
TEL 212 558 8800
FAX 212 797 5268

                                                                  March 20, 1997

Mr. Charles W. Friz
Chairman, Chief Executive Officer & President
NeoMedia Technologies, Inc.
2201 Second Street
Suite 600
Ft. Myers, FL 33901

Dear Chas:

You have requested that Dominick & Dominick, Incorporated ("Dominick") act as a
non-exclusive financial advisor for NeoMedia Technologies, Inc.("NMT"), on an
on-going basis. We have had certain discussions concerning our role as NMT's
financial advisor and, in this regard, we are pleased to confirm the following:

1.   Dominick will act as financial advisor for NMT.

2.   In its capacity as financial advisor, Dominick will be available to advise
     NMT on investment banking and other matters such as mergers, acquisitions,
     joint ventures, potential public and private financings, bank borrowings,
     licensing and other business arrangements.

3.   As part of its on-going financial advisory relationship, Dominick will be
     available to provide merger and acquisition or joint venture advisory
     services for NMT. In the event NMT uses Dominick's advisory services or
     sources and (a) acquires in excess of 25% of the stock or assets of
     another entity, or (b) another entity acquires in excess of 25% of the
     stock or assets of NMT, Dominick shall be entitled to its normal merger and
     acquisition fee of 3% of the total value of such transaction. Should NMT
     and such a merger or acquisition candidate undertake a sales, licensing,
     joint venture or other similar transaction which does not involve a merger
     or acquisition, NMT and Dominick agree to negotiate an appropriate closing
     fee, which would be anticipated to be in the range of $150,000 to $500,000.
     Such fees shall be payable in cash at the time of the consummation of any
     such transaction, and will be covered in a separate agreement.


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[LOGO] DOMINICK& DOMINICK
       INCORPORATED
                                                            Mr. Charles W. Fritz
MEMBER PRINCIPAL EXCHANGES                                  Page 2
                                                            March 20, 1996

4.   As part of its financial advisory relationship, Dominick will seek, at
     appropriate times, to introduce NMT to sources that will consider providing
     financing to NMT. Should NMT use such financing sources, Dominick shall be
     entitled to its normal cash placement fee for such transactions. Typical
     fees, as a percentage of the fair market value of consideration raised, are
     1% for bank financing; 6% for public or private debt financing; and 8% for
     equity offerings. Payments of financing fees are to be made in cash at
     closing. Specific financing fees will be covered in a separate agreement.

5.   Fees described in paragraphs three and four herein shall be payable to
     Dominick for any transaction described therein with any party or entity
     with whom discussions were held during the term of this engagement who was
     introduced by Dominick, and which is consummated during the first six month
     period following any termination of this engagement. Such fees shall be 60%
     of the indicated amount if the transaction is closed in the second six
     months, 30% in the third six months, and 15% in the fourth six months
     following termination of this engagement.

6.   Dominick will receive reimbursement for all of its reasonable out-of-pocket
     expenses incurred as a result of its activities for and on behalf of NMT,
     to be reimbursed within 30 days of invoice.

7.   Dominick and/or its assigns will purchase for $200.00 a warrant to purchase
     375,000 common shares of NMT immediately upon approval of this agreement by
     the NMT Board of Directors. The warrant is exercisable at $7.375 per share
     at any time at the holder's option until November 25, 2001, and shall be
     substantially subject to the terms of the warrants described in the NMT
     prospectus dated November 25, 1996. The holders of any shares received upon
     exercise of the warrant will have typical "piggy-back" registration rights
     at any time NMT files a registration statement.

8.   NMT will pay Dominick for its financial advisory services, over and above
     any transaction consummation fees, an initial engagement fee of $15,000
     upon execution of this agreement. Further, NMT agrees to pay Dominick a
     quarterly retainer fee of $15,000, payable at the start of each quarterly
     period, commencing May 1, 1997. NMT will pay a supplemental $5,000 fee at
     the start of each quarterly period in which NMT is scheduled to visit
     Dominick's European branch offices.

9.   NMT shall not issue any press release, statement, notice, document or other
     instrument referring to or mentioning Dominick without Dominick's prior
     written approval, except as required by securities laws.


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[LOGO] DOMINICK& DOMINICK
       INCORPORATED                                         Mr. Charles W. Fritz
                                                            Page 3
MEMBER PRINCIPAL EXCHANGES                                  March 20, 1996

10.  As Dominick will be acting on NMT's behalf, NMT agrees to indemnify and
     hold harmless Dominick (including any afffliated companies and respective
     officers, directors, employees and controlling persons) from and against
     all claims, liabilities, losses, damages and expenses (including reasonable
     expenses of counsel) as they are incurred in connection with any
     proceeding, whether or not Dominick is a party thereto, relating to or
     arising out of such engagement or Dominick's role in connection therewith.
     NMT will not, however, be responsible for any such claims, liabilities,
     losses, damages or expenses to the extent that they result primarily from
     actions taken or omitted to be taken by Dominick in bad faith or from its
     or their gross negligence. The foregoing indemnification is effective
     immediately in respect of all events occurring or omitted prior to or after
     the date hereof.

11.  This agreement shall be governed by the laws of the State of New York.

12.  This agreement, excluding the warrant described in paragraph seven above
     and the indemnification described in paragraph ten above, may be canceled
     by either NMT or Dominick at any time by notification of termination in
     writing; provided that if Dominick terminates its activities hereunder
     before October 1, 1997, then the number of warrants to which Dominick
     shall be entitled shall be reduced to 187,500.

We look forward to a long and mutually rewarding relationship and we are
confident that we can assist NMT in various aspects of its business and its
intended growth.

                                          Very truly yours,

                                          DOMINICK & DOMINICK INCORPORATED

                                          By:/s/ JOHN R. DOSS
                                             ---------------------------
                                                 John R. Doss
                                                 Executive Vice President

The foregoing is agreed to
and accepted, subject to
approval by NMT's Board of Directors:
NEOMEDIA TECHNOLOGIES, INC.

   /s/ MR. CHARLES W. FRITZ
By:------------------------
       Mr. Charles W. Fritz
       Chairman, Chief Executive
       Officer and President