EXHIBIT 10.1

                           NeoMedia Technologies, Inc.
                                  Exhibit 10.1
            Licensing Agreement dated October 18, 2000 by and between
         NeoMedia Technologies, Inc and Digital:Convergence Corporation.

                                LICENSE AGREEMENT

         This License Agreement (the "Agreement") is made effective as of the
18th day of October, 2000 (the "Date of Execution") by and between
Digital:Convergence Corporation, a Delaware corporation having its principal
place of business at 9101 N. Central Expy., 6th Floor, Dallas, Texas 75231, and
NeoMedia Technologies, Inc., a Delaware corporation having its principal place
of business at 2201 Second Street, Suite 600, Fort Myers, Florida 33901.

                                    RECITALS

         WHEREAS, NeoMedia is the owner of, or has acquired rights under,
numerous U.S. patents and patent applications, as well as foreign patent
applications, relating to methods and systems for using bar code symbols or
other auto-ID media (such as RF-ID tags) to connect users to and transmit data
over the Internet;

         WHEREAS, DC is desirous of obtaining a worldwide, non-exclusive license
under the NeoMedia Licensed Patents as defined herein;

         WHEREAS, NeoMedia is willing to grant such license under such patent
rights in consideration of royalty payments and equity transfer to be made by
DC;

         NOW THEREFORE, in consideration of the premises, DC and NeoMedia hereby
agree as follows:

SECTION 1 - DEFINITIONS

1.1      "Affiliate" means, with respect to a party of this Agreement, any
         corporation, company, division, partnership, joint venture or other
         firm or entity in which such party to this Agreement directly or
         indirectly owns or controls, (a) in the case of a corporate Affiliate,
         fifty percent

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         (50%) or more of the participating shares entitled to vote for the
         election of directors; or (b) in the case of a non-corporate Affiliate,
         fifty percent (50%) or more of the equity interest or beneficial
         interest of such non-corporate Affiliate.

1.2      "DC" refers to Digital:Convergence Corporation, its predecessors,
         successors and permitted assigns.

1.3      "NeoMedia" refers to NeoMedia Technologies, Inc, its predecessors,
         successors and permitted assigns.

1.4      "DC Annual Gross Revenue" shall mean gross revenue (calculated in
         accordance with Generally Accepted Accounting Principles in the United
         States) to DC and its Affiliates attributable to operations in the
         field of Internet Enhanced Media Operations, net of sales or use taxes,
         net of credits to customers for refunds and net of any Affiliate gross
         revenue consolidated into DC gross revenue for which the Royalty Rate
         is already calculated, for an annual period beginning on October 1 of a
         given year and ending on September 30 of the next year.

1.5      "End User Device" shall mean any past, present and future product
         including hardware and/or software (source code and object code)
         intended for use by or on behalf of an end-user or agent to facilitate
         communication by or on behalf of the end-user or agent over a Computer
         Network in conjunction with a Switch. An example of an End User Device
         includes but is not limited to a bar code scanning device (or other
         automatic identification device), regardless of whether such device is
         wired, wireless, or mobile, operating in conjunction with computing
         means (integral or non-integral to such bar code scanning device),
         which is adapted to read a bar code (or other machine-readable indicia)
         and use index data read therefrom in communication over a Computer
         Network with a Switch to determine the location of a resource located
         on another computing device interconnected to the Computer Network.

1.6      "Computer Network" shall mean a network of computers or computer
         networks, such as the Internet, comprising one or more computing
         devices connected by data transmission means (including wired and/or
         wireless).


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1.7      "Internet Enhanced Media Operations" shall mean operations related to
         the use of data input technologies for the input, storage, or
         transmission of an index or cue such as those disseminated in audio
         and/or video media, print media, and physical objects to link to a
         computing device, remote storage device, computer peripheral device,
         Internet appliance, or the like, to perform a function, wherein such
         indexes or cues may include but are not limited to proprietary codes,
         ISBN codes, UPC codes, bar codes, audio and/or video cues or codes,
         RF-ID tags, magnetic stripe indicia, and other codes. Notwithstanding
         anything to the contrary, Internet Enhanced Media Operations shall
         include, but are not limited to, all lines of business as described in
         the SEC S-1 Amendment No. 1 filed by DC on September 26, 2000.

1.8      "Licensed Patents" shall mean all patents and patent applications
         existing and owned by NeoMedia and/or its Affiliates as of the Date of
         Execution as well as those obtained or created thereafter, including
         those listed in Exhibit A appended hereto, together with all parents,
         improvements, provisional applications, continuations,
         continuations-in-part, divisions, extensions, re-examinations or
         reissues thereof and patents issuing thereon, and any counterpart
         foreign patent applications and patents, which relate to Internet
         Enhanced Media Operations. Licensed Patents shall also include any
         patent relating to Internet Enhanced Media Operations that is owned by
         a party other than NeoMedia or any of its Affiliates and licensed to
         NeoMedia or any of its Affiliates, but only if (i) NeoMedia or its
         Affiliate has been granted rights from the patent owner to grant
         further license rights thereunder, such as sublicense rights, and (ii)
         upon identification by NeoMedia of any costs actually incurred by
         NeoMedia or its Affiliates as a direct result of any election and/or
         exploitation by DC of such patent that are in excess of the costs
         actually incurred by NeoMedia or its Affiliates for such rights but for
         sublicensing such rights to DC, DC elects to compensate NeoMedia for
         such additional costs. A patent shall remain a Licensed Patent as long
         as one or more of its claims remain valid and enforceable.

1.9      "Switch" shall mean any past, present and future computing product
         including hardware and/or software (source code and object code) that
         receives data, such as (but not limited to) an index or cue, from an
         End User Device via a Computer Network and performs a task as a


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         function of the received data. An example of a Switch includes, but is
         not limited to, a server or computer that is programmed to include a
         database and to receive index data from an End User Device, retrieve a
         URL (or IP address, computer name, or other resource locator) from the
         database as a function of the index, and return the URL to the End User
         Device to enable the End User Device to communicate with the computing
         device designated by the URL and retrieve the resource.

1.10     "Hudetz Patent" shall mean U.S. Patent No. 5,978,773 (that is one of
         the Licensed Patents hereunder).

1.11     "DC Stock Price" shall initially mean TEN DOLLARS and NINETY CENTS
         ($10.90) per share. After the Date of Execution of this Agreement and
         before the first public offering of DC's common stock, each time that
         DC completes the issuance of additional shares of its common stock, par
         value $0.01 per share, or preferred stock, par value $0.01 per share,
         in a transaction (or a series of related transactions) exempt from
         registration under the Securities Act of 1933 (other than (i) the
         issuance of shares of DC's common stock pursuant to the terms of this
         Agreement, (ii) the issuance of warrants or stock options to purchase
         shares of DC common stock or preferred stock or (iii) the issuance of
         shares of DC common stock or preferred stock upon the exercise of any
         such stock options or warrants) and DC receives aggregate gross
         proceeds of TEN MILLION DOLLARS ($10,000,000.00) or more in such
         transaction (or series of related transactions), then "DC Stock Price"
         shall thereafter mean the per share price utilized in the private
         equity financing (in the case of the issuance of preferred stock,
         assuming conversion of such shares of preferred stock into shares of DC
         common stock). From and after the first public offering of DC's common
         stock, "DC Stock Price" shall mean the current market value per share
         of the common stock, par value $0.01 per share, of DC.

         The current market value shall mean, on the last business day preceding
         the date on which any payment is due under Section 3.5 of this
         Agreement, the last reported sale price regular way or, in case no such
         reported sale takes place on such day, the average of the closing bid
         and asked prices regular way for such day, in each case (1) on the
         principal national securities exchange on which the shares of DC common
         stock are listed or to


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         which such shares are admitted to trading or (2) if the DC common stock
         is not listed or admitted to trading on a national securities exchange,
         in the over-the-counter market as reported by Nasdaq National or
         SmallCap Markets or any comparable system or (3) if the DC common stock
         is not listed on Nasdaq National or SmallCap Markets or a comparable
         system but a public market for the DC common stock exists, as furnished
         by two members of the NASD selected from time to time in good faith by
         the Board of Directors of DC for that purpose. In the absence of all of
         the foregoing, or if for any other reason the current market value per
         share of DC common stock cannot be determined pursuant to the
         immediately preceding sentence, then the current market value shall be
         the fair market value thereof as determined in good faith by the Board
         of Directors of DC and evidenced by a resolution of such Board, subject
         to the following dispute resolution right of NeoMedia. In the event
         that NeoMedia disputes the determination of the Board of Directors,
         NeoMedia shall notify DC and the current market value shall be
         determined in a reasonably prompt manner as follows:

         (1) DC and NeoMedia shall each appoint an independent, experienced
         appraiser who is a member of a recognized professional association of
         business appraisers. The two appraisers shall determine the value of
         shares of DC common stock at the relevant date, assuming a sale between
         a willing buyer and a willing seller, both of whom have full knowledge
         of the financial and other affairs of DC, and neither of whom is under
         any compulsion to sell or to buy.

         (2) If the higher of the two appraisals is not more than 20% more than
         the lower of the appraisals, the current market value per share shall
         be the average of the two appraisals. If the higher of the two
         appraisals is 20% or more than the lower of the two appraisals, then a
         third appraiser shall be appointed by the two appraisers, and if they
         cannot agree on a third appraiser, the American Arbitration Association
         shall appoint the third appraiser. The third appraiser, regardless of
         who appoints him or her, shall have the same qualifications as the
         first two appraisers.

         (3) The current market value per share after the appointment of the
         third appraiser shall be the average of the two appraisals that are
         closest in value to each other.


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         (4) The fees and expenses of the appraisers shall be paid one-half by
         DC and one-half by NeoMedia.


SECTION 2 - LICENSE GRANT

2.1      Non-Exclusive License Grant. Effective as of March 1, 2000, NeoMedia
         hereby grants to DC a personal, non-transferable (except as provided
         herein), worldwide, non-exclusive license, under the Licensed Patents
         in the field of Internet Enhanced Media Operations, subject to the
         terms of this Agreement, to (i) make, have made and use Switch(es) and
         components thereof (including software) (but not sell Switches except
         as otherwise permitted herein), wherein such Switch(es) may only be
         operated by or exclusively on behalf of DC or any of its Affiliates
         (hereinafter "Licensed Switches"), (ii) make, have made, use, sell
         and/or offer for sale and/or transfer End User Devices and components
         thereof for use with a Licensed Switch (hereinafter "Licensed End User
         Devices"), and (iii) create, publish, broadcast, sell, lease, offer for
         sale, transfer, or otherwise implement an index or cue for the purpose
         of operating with a Licensed Switch. The non-exclusive grant provided
         hereunder includes flow-through rights sufficient to allow (i) DC's
         Affiliates, distributors, business partners, dealers, agents,
         franchisees, licensees (direct and indirect), and customers to act in
         furtherance of DC's license hereunder but in no circumstances shall
         such flow-through rights be construed to grant any independent license
         rights whatsoever to any such third party that could be exercised apart
         from such third party's activities in furtherance of DC's license; and
         (ii) any third party to operate an End-User Device in conjunction with
         a Licensed Switch or to create, publish, broadcast, sell, lease, offer
         for sale, transfer, or otherwise implement an index or cue for the
         purpose of operating with a Licensed Switch. Notwithstanding anything
         to the contrary, the activities covered under this license grant shall
         include, but are not limited to, all lines of business as described in
         the SEC S-1 Amendment No. 1 filed by DC on September 26, 2000. Nothing
         herein shall prevent DC from selling or transferring infrastructure
         (including Licensed Switch(es)) to a third party for use exclusively on
         behalf of DC or any of its Affiliates. No rights are conveyed by this
         Agreement to operate an End-User Device with a Switch if such Switch is
         not licensed hereunder.


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2.2      No Sub-License Rights. DC is granted no rights to grant sublicenses to
         third parties under the Licensed Patents.

2.3      License Subject to Previously Granted Rights. The rights granted to DC
         in this Section 2 are subject to rights previously granted and
         obligations incurred by NeoMedia as set forth in the following
         document, which is incorporated by reference herein:

                  Agent Agreement, dated June 2, 1999 between A.T. Cross Company
                  and NeoMedia Technologies, Inc.

         DC acknowledges that it has been provided with a copy of the document
         set forth in this Section 2.3.

2.4      Release. Upon receipt of the first installment of the First Period
         Prepaid Royalty as set forth in Section 3.5(a)(i), NeoMedia for itself
         and its Affiliates (the "Releasing Parties") irrevocably releases and
         waives worldwide any and all claims, including but not limited to, any
         and all claims of infringement (direct, contributory or inducement) of
         the Licensed Patents in the field of Internet Enhanced Media Operations
         that the Releasing Parties have or may discover against DC, its
         Affiliates, distributors, business partners, dealers, agents,
         franchisees, licensees (direct and indirect), and customers arising
         from (i) the manufacture or use of a Switch and components thereof,
         including hardware and software, that is owned or operated by or
         exclusively on behalf of DC or any of its Affiliates, and (ii) the
         manufacture, use, sale or offer for sale of End User Devices and
         components thereof for use with a Licensed Switch, including hardware
         and software, prior to the Date of Execution.

2.5      Reservation of Rights by NeoMedia. NeoMedia reserves all rights under
         the Licensed Patents not expressly conveyed to DC under this Agreement.


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SECTION 3 - ROYALTIES AND PAYMENT

3.1      Royalty. DC shall pay to NeoMedia (a) the sum of FIVE MILLION DOLLARS
         (U.S.) ($5,000,000) for the period running from March 1, 2000 through
         the Date of Execution as provided for in Section 3.5 (a) of this
         Agreement, and the sum of TEN MILLION DOLLARS (U.S.) ($10,000,000) for
         the first license year running from the Date of Execution until one
         year thereafter (collectively the "First Period Prepaid Royalty"), such
         payment of TEN MILLION DOLLARS ($10,000,000.00) being further defined
         in Section 3.5 (a) of this Agreement; and the sum of TEN MILLION
         DOLLARS (U.S.) ($10,000,000) per license year thereafter (the "Annual
         Minimum Royalty") such payment of TEN MILLION DOLLARS ($10,000,000.00)
         being further defined in Section 3.5 (b) of this Agreement; the First
         Period Prepaid Royalty and the Annual Minimum Royalty are collectively
         referred to hereinafter as "Prepaid Royalties"), as set forth in this
         Section 3, as a nonrefundable minimum prepaid annual royalty to be
         credited against a total royalty of one and one half percent (1 1/2%)
         (the "Royalty Rate") of DC Annual Gross Revenue for that license year
         in which the First Period Prepaid Royalty or Annual Minimum Royalty has
         been paid.

3.2      Royalty Rate Reduction. At such time that the DC Annual Gross Revenue
         exceeds two billion dollars ($2,000,000,000.00) for any given license
         year, then the Royalty Rate applied in Section 3.1 shall be reduced to
         one percent (1%) for the remainder of that license year. The Royalty
         Rate shall reset to one and one half percent (1 1/2%) for the next
         license year, subject to the same reduction condition as set forth
         herein.

3.3      Most Favored Nations Clause.

         (a)      If NeoMedia, at any time during the period of forty (40)
                  months following the Date of Execution, directly or indirectly
                  (e.g. through sublicense by a third party licensed by
                  NeoMedia), grants to one or more of the following companies
                  and/or any of their affiliates (wherein an affiliate as used
                  in this Section employs the same definition as Affiliate in
                  Section 1.1, except as used in this Section, an affiliate is
                  not required to be with respect to a party to this Agreement):
                  Motorola, Ericsson, Air Click, Symbol Technologies, Edgewater
                  Capital, Connect Things and/or GoldmanSachs, and/or any joint
                  venture, partnership, or other entity involving two or more of
                  the following companies and/or any of their affiliates:
                  Motorola, Ericsson, Air Click, Symbol Technologies, and/or
                  Connect Things (each an "ACC Entity") more favorable terms


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                  as compared to the terms herein for rights under the Licensed
                  Patents that are the same or substantially the same as those
                  rights granted to DC herein, then all of the terms, conditions
                  and obligations in this Agreement shall be replaced, at DC's
                  election, with all of the terms, conditions and obligations in
                  such agreement with the ACC Entity. Such adjustment will be
                  effective from the date that NeoMedia granted such more
                  favorable terms to the ACC Entity. NeoMedia shall, within
                  thirty (30) days of NeoMedia granting the ACC Entity such more
                  favorable terms, notify DC in writing of the existence of such
                  terms, and DC shall have the option of replacing all of the
                  terms, conditions and obligations of this Agreement with all
                  of the terms, conditions and obligations of such ACC Entity
                  agreement, and the effective date for such terms, conditions
                  and obligations shall be the date on which NeoMedia granted
                  the more favorable terms to the ACC Entity. DC shall make the
                  election under its option pursuant to this Section, in
                  writing, within sixty (60) days of its receipt of written
                  notification from NeoMedia or discovery of such terms pursuant
                  to the DC Audit Rights in Section 3.10, subject to the
                  provisions of Section 3.3 (c) below.

         (b)      If NeoMedia, at any time during the period of forty (40)
                  months following the Date of Execution of this Agreement,
                  grants to any third party (other than an Affiliate of NeoMedia
                  or an ACC Entity) more favorable terms with respect to any one
                  or more of (i) the Royalty Rate set forth in this Section 3
                  herein (as may be adjusted hereunder) or (ii) sixty percent
                  (60%) of the Annual Minimum royalties, for the same or
                  substantially the same rights under the Licensed Patents as
                  granted to DC pursuant to this Agreement, NeoMedia shall,
                  within thirty (30) days of NeoMedia granting the third party
                  such more favorable terms, notify DC in writing of the
                  existence of such terms, and DC shall have the option of
                  replacing all of the terms, conditions and obligations of this
                  Agreement with all of the terms, conditions and obligations of
                  such third party agreement, and the effective date for such
                  terms, conditions and obligations shall be the date on which
                  NeoMedia granted the more favorable terms to the third party.
                  DC shall make the election under its option pursuant to this
                  Section, in writing, within sixty (60) days of its receipt of
                  written notification from NeoMedia or discovery of such terms
                  pursuant to the DC Audit Rights in Section 3.10, subject to
                  the provisions of Section 3.3 (c) below.

         (c)      If, in comparing the terms of this Agreement with the terms in
                  an agreement with


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                  an ACC Entity or a third party under Sections 3.3(a) or
                  3.3(b), one or more material terms in such other agreement
                  is/are not reasonably capable of being met with similar
                  term(s) in kind in this Agreement, then DC and NeoMedia shall
                  negotiate in good faith to reach agreement on the equivalent
                  value of such unmeetable material term(s). If DC and NeoMedia
                  cannot, after good faith negotiations, agree on the equivalent
                  value of any such unmeetable term(s), then the determination
                  of equivalent value for such unmeetable term(s) shall be made
                  by an independent arbitrator. In the event an arbitrator is
                  used to make a determination of equivalent value hereunder,
                  then DC's option to elect to substitute all of the terms,
                  conditions and obligations shall be extended to thirty (30)
                  days after receiving notification of the arbitrator's
                  decision.

3.4      Equity Interest.

         (a)      As additional consideration for the rights conveyed hereunder,
                  subject to the truth and accuracy of the representations and
                  warranties set forth in Exhibit C herein, and further subject
                  to execution and delivery of the lock-up letter in Exhibit D,
                  upon receipt of executed waivers or consents from shareholders
                  and other partners having equity in DC as required as of the
                  Date of Execution, DC shall irrevocably convey and transfer to
                  NeoMedia the number of shares of common stock as set forth
                  Exhibit E ("Number of Shares"), par value $0.01 per share, of
                  DC as additional consideration for the rights conveyed
                  hereunder ("DC Equity"). DC acknowledges that NeoMedia shall
                  have the registration rights set forth in the Registration
                  Rights Agreement dated as of even date herewith, between DC
                  and NeoMedia, a copy of which is attached as Exhibit F hereto.
                  If, for any reason whatsoever, DC does not issue the DC Equity
                  to NeoMedia on or before the one-year anniversary of the Date
                  of Execution, then DC shall pay in lieu of issuing such DC
                  Equity to NeoMedia in cash (a) the amount of FIVE MILLION ONE
                  HUNDRED FORTY THREE THOUSAND NINE HUNDRED TWENTY EIGHT DOLLARS
                  ($5,143,928.00) on first business day following the one-year
                  anniversary of the Date of Execution, (b) the amount of FIVE
                  MILLION ONE HUNDRED FORTY THREE THOUSAND NINE HUNDRED


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                  TWENTY EIGHT DOLLARS ($5,143,928.00) on the two-year
                  anniversary of the Date of Execution, and (c) the amount of
                  FIVE MILLION ONE HUNDRED FORTY THREE THOUSAND NINE HUNDRED
                  TWENTY EIGHT DOLLARS ($5,143,928.00) on the three-year
                  anniversary of the Date of Execution. (b) In consideration of
                  the rights and conveyances granted to NeoMedia by DC, NeoMedia
                  shall irrevocably convey to DC warrants to purchase up to ONE
                  MILLION FOUR HUNDRED THOUSAND (1,400,000) shares of NeoMedia
                  common stock, par value $ 0.01 per share, in accordance with
                  the terms and conditions of the Warrant Agreement, dated as of
                  even date herewith, between DC and NeoMedia, a copy of which
                  is attached as Exhibit G hereto. "). NeoMedia acknowledges
                  that DC shall have the registration rights set forth in the
                  Registration Rights Agreement dated as of even date herewith,
                  between NeoMedia and DC, a copy of which is attached as
                  Exhibit H hereto.

3.5      Payment Schedule - Prepaid Royalties

         (a)      Payment of the First Period Prepaid Royalty set forth in
                  Section 3.1 above shall be made as follows:

                  (i) DC shall pay to NeoMedia the nonrefundable amount of FIVE
                  MILLION DOLLARS ($5,000,000.00) within two (2) business days
                  of the Date of Execution;

                  (ii) DC shall pay to NeoMedia the nonrefundable amount of FIVE
                  MILLION DOLLARS ($5,000,000.00) on the earlier of January 31,
                  2001 or within 3 days of the date upon which DC closes its
                  Initial Public Offering; wherein such payment of FIVE MILLION
                  DOLLARS ($5,000,000.00) shall include THREE MILLION DOLLARS
                  ($3,000,000.00) in cash and TWO MILLION DOLLARS
                  ($2,000,000.00) in the form of either cash or DC stock, at
                  DC's option, wherein the number of shares of DC stock issued
                  to NeoMedia shall be determined by dividing said TWO MILLION
                  DOLLARS ($2,000,000.00) by the DC Stock Price at the time of
                  the payment under this Section of the Agreement;

                  (iii) DC shall pay to NeoMedia the nonrefundable amount of
                  FIVE MILLION DOLLARS ($5,000,000.00) on or before April 30,
                  2001 wherein such payment of FIVE MILLION DOLLARS
                  ($5,000,000.00) shall be in the form of either cash or DC
                  stock, at DC's option, wherein the number of shares of DC
                  stock issued to


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                  NeoMedia shall be determined by dividing said FIVE MILLION
                  DOLLARS ($5,000,000.00) by the DC Stock Price at the time of
                  the payment under this Section of the Agreement.

         (b)      Payment of each nonrefundable Annual Minimum Royalty by DC to
                  NeoMedia subsequent to the First Period Prepaid Royalty shall
                  be made by DC to NeoMedia in full on each successive one-year
                  anniversary of the Date of Execution. Each payment of an
                  Annual Minimum Royalty by DC to Neo Media shall include THREE
                  MILLION DOLLARS ($3,000,000.00) in cash and SEVEN MILLION
                  DOLLARS ($7,000,000.00) in the form of either cash or DC
                  stock, at DC's option, wherein the number of shares of DC
                  stock issued to NeoMedia shall be determined by dividing said
                  SEVEN MILLION DOLLARS ($7,000,000.00) by the DC Stock Price at
                  the time of the payment under this Section of the Agreement.

         (c)      NeoMedia acknowledges that whenever the anniversary date or
                  any other payment date under this Agreement falls on a
                  Saturday, Sunday or National Holiday, such payment shall be
                  made on or before the next business day subsequent to the
                  anniversary date.

         (d)      PURCHASE PRICE ADJUSTMENT.
                  -------------------------

                  (i) As used herein, (a) "Average Closing Price" means the
                  average closing price of the common stock, par value $0.01 per
                  share, of DC (the "DC Stock") on the National Market System of
                  the National Association of Securities Dealers Automated
                  Quotation System (or such other quotation system or securities
                  exchange on which the DC Stock is then quoted or listed) as
                  reported by the Wall Street Journal for the 20 consecutive
                  trading days beginning 25 trading days prior to an Effective
                  Date and (b) the "Effective Date Price" shall mean the Average
                  Closing Price as of each date ("Effective Date") that the
                  Securities and Exchange Commission declares effective under
                  the Securities Act of 1933, as amended (the "Securities Act"),
                  any registration statement filed by DC pursuant to the
                  Registration Rights Agreement entered into by and between
                  NeoMedia and DC as of the date hereof (the "Registration
                  Rights


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                  Agreement"), registering shares of DC Stock issued to NeoMedia
                  pursuant to the terms of this Agreement.

                  (ii)     After each Effective Date:

                           (a) if the product of the (i) Effective Date Price
                           multiplied times the (ii) number of shares of DC
                           Stock held of record by NeoMedia (the "NeoMedia
                           Shares") and then registered under the Securities
                           Act, (the "Effective Date Value"), exceeds the
                           product of (A) the DC Stock Price(s) applicable to
                           each of such NeoMedia Shares multiplied times (B) the
                           number of each of such NeoMedia Shares (the "Initial
                           Value"), NeoMedia shall, at its option, either (x)
                           make a payment in cash to DC equal to the amount by
                           which the Effective Date Value exceeds the Initial
                           Value or (y) surrender to DC the number of NeoMedia
                           Shares equal to the quotient (rounded to the nearest
                           whole share) obtained by dividing (A) the amount by
                           which the Effective Date Value exceeds the Initial
                           Value by (B) the Effective Date Price, and

                           (b) if the Initial Value exceeds the Effective Date
                           Value, DC shall, at its option, either (i) make a
                           payment in cash to NeoMedia equal to the amount by
                           which the Initial Value exceeds the Effective Date
                           Value or (ii) issue to NeoMedia an additional number
                           of shares of DC Stock equal to the quotient (rounded
                           to the nearest whole share) obtained by dividing (A)
                           the amount by which the Initial Value exceeds the
                           Effective Date Value by (B) the Effective Date Price.

                  (iii) Any amounts to be paid in cash pursuant to the
                  provisions of this Section 3.5(d) shall be paid on or before
                  the fifth (5th) business day following the applicable
                  Effective Date, by cashier's check or wire transfer at the
                  address specified in writing by the recipient. In the event
                  that NeoMedia elects to surrender DC Stock to DC in accordance
                  with the foregoing provisions of 3.5(d)(ii)(a), then (a) such
                  surrender shall be closed on or before the fifth business day
                  following the applicable Effective Date at DC's address set
                  forth in Section 6.15 hereof, (b) at such closing,


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                  NeoMedia shall deliver to DC the certificate(s) representing
                  all such shares of DC Stock, accompanied by stock powers duly
                  executed by NeoMedia in blank and (c) such shares shall be
                  delivered to DC free and clear of all liens, security
                  interests, claims, rights of another, and encumbrances of any
                  kind or character (and NeoMedia and NeoMedia's President shall
                  certify to such effect at such closing). Any shares of DC
                  stock to be issued to NeoMedia by DC in accordance with the
                  foregoing provisions of 3.5(d)(ii)(b) shall be issued on or
                  before the fifth (5th) business day following the applicable
                  Effective Date and DC shall deliver to NeoMedia a certificate
                  representing all such shares of DC Stock at NeoMedia's address
                  set forth in Section 6.15 hereof. If permitted by applicable
                  law, DC shall use reasonable efforts to include any additional
                  shares of DC Stock issues to NeoMedia pursuant to Section
                  3.5(d)(ii)(b) in the Registration Statement on Form S-3 in
                  connection with which such shares were issued.

                  (iv) With respect to any shares of DC Stock issued to NeoMedia
                  (a) pursuant to Sections 3.4(a) and 3.5(a) hereof, NeoMedia
                  shall make a demand for Registration pursuant to Section 2A of
                  the Registration Rights Agreement on or before 5:00 p.m.,
                  Dallas, Texas time, on the fifth (5th) business day after
                  receiving the DC Notice and (b) pursuant to Section 3.5(b)
                  hereof, (i) if DC is not at the time of such issuance eligible
                  to use Form S-3 or any successor form thereto, then NeoMedia
                  shall make a demand for Registration pursuant to Section 2A of
                  the Registration Rights Agreement on or before 5:00 p.m.,
                  Dallas, Texas time, on the fifth (5th) business day after
                  receiving the DC Notice, and (ii) if DC is at the time of such
                  issuance eligible to use Form S-3 or any successor form
                  thereto, then NeoMedia shall make a demand for Registration
                  pursuant to Section 2A of the Registration Rights Agreement on
                  or before 5:00 p.m., Dallas, Texas time, on the fifth (5th)
                  business day after the date of such issuance. If NeoMedia
                  shall fail to make a demand for registration as set forth in
                  this Section 3.5(d)(iv), then the provisions of this Section
                  3.5(d) shall immediately become, without any action by the
                  parties hereto, null and void and of no further force or
                  effect with respect to such shares to which NeoMedia had a
                  right to include in such registration, but shall remain in
                  effect for further issuances of DC Stock under Section 3.5. DC
                  shall give notice to NeoMedia as promptly as reasonably
                  practicable


                                       14
<PAGE>

                  after DC becomes eligible to use Form s-3 or any successor
                  form thereto ("the DC Notice").

3.6      Payment Schedule - Royalty Rate. Royalties due pursuant to the Royalty
         Rate as set forth in Sections 3.1 and 3.2 above, which exceed the
         Prepaid Royalties in any license year, shall be payable quarterly
         within forty-five days (45) after the end of each calendar quarter and
         shall be accompanied by a report setting forth the computation of the
         royalty payment for such quarter, including a computation of the DC
         Annual Gross Revenue for that calendar quarter and classified from
         revenue sources as reasonably required by NeoMedia (the "Royalty
         Report"). Such Royalty Report shall be provided to NeoMedia within
         forty-five (45) days after the end of each calendar quarter even if the
         calculated royalty due under the Royalty Rate is less than the Prepaid
         Royalty for the license year, thereby requiring the remission of no
         additional payment.

3.7      Payment Location. All royalty payments to NeoMedia, whether pursuant to
         the Royalty Rate or Prepaid Royalties, shall be made in U.S. Dollars at
         the address specified in Section 6.15 below.

3.8      Payment Schedule - DC Equity. DC shall convey and transfer the DC
         Equity to NeoMedia as specified in Section 3.4.

3.9       NeoMedia Audit Rights. In connection with such royalty accruals and
          payments under this Section 3, the relevant sales and accounting
          records of DC necessary to determine the royalties due NeoMedia
          hereunder shall be available for inspection by NeoMedia independent
          public accountants during usual business hours and upon reasonable
          notice of not less than fifteen (15) days prior to the proposed
          beginning of the audit, for the purpose of verifying such reports;
          provided, however, that such independent public accountants shall not
          transmit to NeoMedia any confidential information, including, without
          limitation, customer identities, in connection with such inspection,
          other than information strictly necessary to enforce the terms of this
          Agreement, which information shall remain confidential and be used
          solely for the purpose of the audit or any action arising under the
          Agreement relating to the audit. NeoMedia shall have sole discretion
          in the selection of its


                                       15
<PAGE>

         independent public accountants that will conduct the audit except that
         such independent public accountants shall be qualified to practice
         before the S.E.C. NeoMedia's Audit Rights shall be limited to a maximum
         of one (1) audit per DC fiscal year, and such audit can include only
         the relevant sales and accounting records of DC for up to two (2) years
         prior to the audit, unless a portion of such two (2) year period has
         already been the subject of an audit, in which case only the relevant
         sales and accounting records of DC for such un-audited period shall be
         made available to the NeoMedia auditors. Such inspection shall be at
         NeoMedia's expense; however, if the audit reveals overdue payments in
         excess of five percent (5%) of the payments owed to date, DC shall pay
         the reasonable costs of such audit.

3.10     DC Audit Rights. In connection with the Most Favored Nations Clause of
         Section 3.3, the relevant license agreements of NeoMedia and its
         licensees or other information necessary to determine the royalty rate,
         minimum royalties, or terms for each license involving one or more of
         the Licensed Patents shall be available for inspection by DC
         independent public accountants during usual business hours and upon
         reasonable notice of not less than fifteen (15) days prior to the
         proposed beginning of the audit, for the purpose of verifying the
         royalty rate or terms of such licenses; provided however, that such
         independent public accountants shall not transmit to DC the name(s) of
         the licensee(s) involved. DC agrees that the selected independent
         public accountants shall be qualified to practice before the S.E.C.
         DC's Audit Rights shall be limited to a maximum of one (1) audit per
         NeoMedia fiscal year, and such audit can include only the relevant
         license agreements or other necessary information of NeoMedia for up to
         two (2) years prior to the audit, unless a portion of such two (2) year
         period has already been the subject of an audit, in which case only the
         relevant license agreements or other necessary information of NeoMedia
         for such un-audited period shall be made available to the DC auditors,
         which information shall remain confidential and be used solely for the
         purpose of the audit or any action arising under the Agreement relating
         to the audit.

SECTION 4 - REPRESENTATIONS, COVENANTS, INDEMNIFICATION

4.1      Corporate Power. DC and NeoMedia each represents and warrants that it
         has full corporate


                                       16
<PAGE>

         power and authority to enter into this Agreement and to carry out the
         transactions contemplated hereby, and that this Agreement has been duly
         and validly authorized, executed and delivered by each of DC and
         NeoMedia, and constitutes the legal, valid and binding obligation of DC
         and NeoMedia, enforceable against each of them in accordance with its
         terms.

4.2      Intellectual Property. NeoMedia represents and warrants that:

                  (a)      NeoMedia has the full right, power and authority to
                           enter into this Agreement and to grant all of the
                           rights and interest to the Licensed Patents herein
                           granted;

                  (b)      NeoMedia has not transferred ownership of any patent
                           or patent application, whether U.S. or foreign filed,
                           to another entity in the calendar year immediately
                           preceding the Date of Execution;

                  (c)      (i) Any Security Interest in any Licensed Patent
                           pursuant to Article V of the Purchase Agreement,
                           dated December 31, 1998, and related Exhibits,
                           between Solar Communications, Inc. and NeoMedia
                           Technologies, Inc.; Amendment and Clarification dated
                           February 15, 1999 between Solar Communications, Inc.
                           and NeoMedia Technologies, Inc. ("the Solar
                           Agreement") has been released, and (ii) any rights of
                           Solar Communications, Inc. in and to any Licensed
                           Patent under the Solar Agreement have been terminated
                           and/or extinguished.

                  (d)      NeoMedia shall use commercially reasonable efforts to
                           maintain each of the Licensed Patents during the term
                           of this Agreement by timely paying all maintenance
                           fees, renewal fees, and other such fees and costs
                           required under the patent laws and regulations.

                  (e)      NeoMedia has an ownership interest in each of the
                           Licensed Patents set forth in Exhibit A, all of which
                           are free and clear of any liens, charges and
                           encumbrances.


                                       17
<PAGE>

                  (f)      As of the Date of Execution, there are no claims,
                           ownership interests, judgments or settlements to be
                           paid by NeoMedia or pending claims or litigation
                           relating to any of the Licensed Patents, other than
                           those listed in attached Exhibit B that adversely
                           affect the rights granted to DC hereunder; provided,
                           however, that the claims disclosed in Exhibit B act
                           solely as a disclosure and are not an exception to,
                           or a limitation of, any warranties or representations
                           stated herein and the claims set forth in Exhibit B
                           do not adversely affect the rights granted to DC
                           hereunder.

4.3      Enforcement of Licensed Patents

                  (a) Obligation to Notify. Should DC become aware of any
                  infringement or potential infringement of one or more of the
                  Licensed Patents by a third party, it shall provide NeoMedia
                  with prompt written notification of such infringement or
                  potential infringement, including in such notification details
                  and facts that support such allegation of infringement.

                  (b) NeoMedia Obligation to Enforce. Upon either (1) receipt of
                  notice by NeoMedia from DC under this Section, which notice
                  must be followed by, or simultanteous with, a request to
                  NeoMedia by DC to pursue a potential third party infringer; or
                  (2) NeoMedia otherwise discovering a potential third party
                  infringer, which discovery shall include facts sufficient to
                  establish a case of infringement, NeoMedia shall, for each
                  such potential third party infringer identified by DC or
                  otherwise discovered by NeoMedia, respond within six (6)
                  months from the receipt by NeoMedia of notice by DC under this
                  Section or from the date on which NeoMedia otherwise discovers
                  such potential third party infringer (except as provided in
                  Section 4.3(c)), by following these procedures, providing
                  however that the six (6) month period stated in this Section
                  is to be prospective from the Date of Execution of this
                  Agreement:

                           (1) NeoMedia shall, subject to the provisions of
                           Section 4.3(b)(2) below, file and serve an
                           appropriate infringement action in a court of
                           competent


                                       18
<PAGE>

                           jurisdiction such as in a United States District
                           Court or the International Trade Commission and will
                           seek at least injunctive relief against such third
                           party. Prior to instituting such action, NeoMedia may
                           at its discretion first proceed against the third
                           party believed to be infringing by demanding that
                           such entity take a license under the Licensed
                           Patent(s) or stop the infringing activity
                           immediately, but must institute such action if, after
                           reasonable efforts, NeoMedia is unable to secure a
                           license agreement and the third party continues its
                           infringing activities. Provided, however, that
                           NeoMedia's obligation to file a lawsuit under Section
                           4.3(b)(1) shall be stayed for so long as NeoMedia is
                           engaged in three (3) or more concurrent lawsuits
                           brought at the request of DC against suspected third
                           party infringers under this Section 4.3. For all such
                           lawsuits, NeoMedia agrees to provide full and
                           meaningful consultation regarding such lawsuits.

                           (2) If NeoMedia reasonably believes that the
                           suspected third party infringer is not actually
                           infringing the Licensed Patents, NeoMedia may refuse
                           to take any action against the suspected third party
                           infringer by obtaining a competent opinion of counsel
                           of its choice that the third party is not infringing
                           based on the facts provided by DC in its notification
                           under this Section 4.3 or otherwise known to
                           NeoMedia. DC shall provide whatever information may
                           be reasonably required by NeoMedia and/or its counsel
                           in order to perform its investigation and conclude
                           the opinion. NeoMedia shall provide a copy of such
                           opinion to DC, following which DC shall, within a
                           commercially reasonable time frame, either:

                                    (i) Acquiesce in the position of NeoMedia
                           that the suspected third party is not infringing, in
                           which event NeoMedia will have been deemed to have
                           satisfied its obligations under this Section 4.3, or

                                    (ii) Obtain a competent opinion of its own
                           counsel as to whether the suspected third party is
                           infringing. In the event that DC is unable to obtain
                           an opinion of counsel confirming that the third party
                           is infringing, then DC will be considered to have
                           acquiesced in NeoMedia's position of non-infringement
                           under Section 4.3(b)(2)(i) above. In the event that
                           DC provides


                                       19
<PAGE>

                           to NeoMedia an opinion of infringement, then NeoMedia
                           will have a reasonable period of time to reconsider
                           its position, and may at its option either proceed
                           against the third party under Section 4.3(b)(1)
                           above, or NeoMedia may confirm its position of
                           non-infringement and elect to join with DC to seek a
                           third party review by submitting each party's
                           respective opinions to an independent patent attorney
                           to be agreed to by both parties and requesting the
                           independent patent attorney to provide an independent
                           opinion of infringement based on the submissions of
                           the parties and any other documents or information as
                           may be required. DC and NeoMedia shall share equally
                           in the costs of obtaining such independent opinion of
                           infringement. DC and NeoMedia agree that the decision
                           of the independent patent attorney shall be final. In
                           the event that the independent patent attorney
                           decides that the third party is infringing, then
                           NeoMedia shall proceed against the third party under
                           Section 4.3(b)(1) above. In the event that the
                           independent patent attorney decides that the third
                           party is not infringing, then NeoMedia will have been
                           deemed to have satisfied its obligations under this
                           Section 4.3.

                           (3) In the event that NeoMedia becomes obligated to
                           file suit as a result of a decision by an independent
                           patent attorney pursuant to Section 4.3(b)(2) above,
                           NeoMedia may request that DC contribute to payment of
                           costs (including attorneys fees) for such
                           infringement action in an amount less than or equal
                           to fifty (50) percent of such litigation costs. If DC
                           does not agree to contribute to such costs, then
                           NeoMedia will not be required to file and serve an
                           infringement action and NeoMedia will have been
                           deemed to have satisfied its obligations under this
                           Section 4.3. If DC agrees to contribute to such costs
                           as requested by NeoMedia, (a) NeoMedia shall proceed
                           with such lawsuit in which NeoMedia will seek at
                           least damages sufficient to compensate for the
                           infringement; (b) NeoMedia shall use counsel of its
                           choice in such infringement action and shall remain
                           in control of such infringement action; and (c) in
                           the event that damages and/or attorneys fees are
                           recovered in the action (either through judgment or
                           settlement), then DC and NeoMedia will share in the
                           recovered damages in amounts proportionate


                                       20
<PAGE>

                           to the amounts that each party has funded for the
                           infringement action, after application of such
                           damages to reimburse each party for its expenses from
                           the litigation, which expenses shall be limited to
                           sums actually expended and not for internal expenses
                           attributable to work performed by employees of either
                           party. In no event, if there is a recovery through
                           settlement shall DC receive less than their
                           contribution to the costs of the infringement action.

                  (c) The six (6) month period stated in Section 4.3(b) of this
                  Agreement shall be stayed for either or both of the following
                  time periods, if applicable:

                           (i)      the period of time extending from the date
                                    upon which NeoMedia provides an opinion of
                                    counsel under Section 4. 3(b)(2), until the
                                    date upon which DC provides an opinion of
                                    counsel under Section 4.3(b)(2)(ii); and

                           (ii)     the period of time extending from the date
                                    upon which NeoMedia requests that DC join
                                    with NeoMedia to seek a third party review
                                    under Section 4.3(b)(2)(ii), until the date
                                    upon which such third party, independent
                                    patent attorney, renders an opinion related
                                    to infringement.

4.4      Re-Examination Of Licensed Patents. In the event that that any one or
         more of the Licensed Patents becomes involved in a reexamination
         proceeding in the United States Patent and Trademark Office, NeoMedia
         will use its commercially reasonable efforts to prosecute such
         reexamination in a diligent manner. Neither the pendency of a
         reexamination of a Licensed Patent nor an unfavorable outcome of such
         reexamination shall be the basis for DC to withhold issuance of any DC
         Equity (or cash in lieu thereof) as provided in Section 3.4 or payments
         of any royalties under this Agreement.

4.5      Limited Licensor Liability and Indemnification. DC acknowledges and
         agrees that NeoMedia, in its capacity, solely as licensor of the
         Licensed Patents, will in no way supervise or control (i) the design,
         production, marketing, instructions relating to use, notices,
         distribution or sales of Licensed End User Devices (and any component
         thereof), or (ii) the


                                       21
<PAGE>

         design, production, marketing, instructions relating to use, or notices
         of a Licensed Switch (and any component thereof). Accordingly, NeoMedia
         assumes no responsibility or liability of any kind, express or implied,
         in connection with any claims, lawsuits, or charges arising therefrom,
         and DC agrees to indemnify NeoMedia against any and all claims,
         lawsuits and reasonable charges (including outside attorneys fees
         incurred by NeoMedia) that are based on acts of DC. Notwithstanding the
         above, DC does not by this Agreement (either expressly or implicitly)
         indemnify or limit liability in connection with any claims, lawsuits or
         charges arising from any NeoMedia product (or any component thereof)
         and/or services.

4.6      Prohibition against use of trademarks. Except as may be required by law
         in Section 6.7 ("Patent Marking") nothing in this Agreement shall be
         construed as conferring upon either party or its Affiliates any right
         to include in advertising, packaging or other commercial activities
         related to products (and components thereof), processes, methods,
         systems, End User Devices, Switches or software in the field of
         Internet Enhanced Media Operations, any reference to the other party or
         its Affiliates, its trade names, trademarks or service marks in a
         manner which would be likely to cause confusion or to indicate that
         such products (and components thereof), processes, methods, systems,
         End User Devices, Switches or software are in any way certified by the
         other party hereto or its Affiliates.

4.7      Publicity. NeoMedia agrees that neither it nor any Affiliate nor any of
         their officers, directors, or employees will make any public statement,
         whether relating to this Agreement or not, that includes any statements
         that DC has infringed or violated any of the Licensed Patents.

4.8      Non-Confidentiality. The parties agree that the contents of this
         Agreement are not confidential and may be disclosed by either party
         without consent of the other.


                                       22
<PAGE>

SECTION 5 - TERM AND TERMINATION

5.1      Term. This Agreement shall commence on the Date of Execution and shall
         continue in full force and effect for a period of ten (10) years,
         unless sooner terminated as permitted by this Agreement. In addition,
         this Agreement will automatically renew for subsequent one year
         periods, unless DC shall provide written notice of cancellation no
         greater than ninety (90) days nor less than thirty (30) days prior to
         the date of termination. In the event that written notice of
         cancellation is not so provided, then the Agreement shall continue to
         have full force and effect for a subsequent one-year period, subject to
         further one-year renewals as specified herein. In the event that this
         Agreement is renewed, then the Annual Minimum Royalty shall become due
         to be paid in full as set forth in Section 3. In the event that DC
         provides written notice of cancellation as provided herein, then the
         License Grant set forth in Section 2 shall expire at termination of the
         Agreement. Renewal of this Agreement by DC does not invoke any payments
         of First Period Prepaid Royalty or additional grants of equity.

5.2      Breach. In case of material breach of this Agreement by a party, the
         other party shall have the right to terminate this Agreement if such
         material breach remains uncured after written notice to the breaching
         party and sixty (60) days opportunity to cure the breach to the
         reasonable satisfaction of the other party, except that monetary
         breaches shall be cured within twenty five (25) days of notice. Cure
         periods for monetary breaches shall not be used as a means to generally
         extend terms of payment. Any termination hereunder shall not preclude
         the ability of the parties to pursue any other remedies they may have
         in law or equity.

5.3      DC Option to Terminate.

         (a)      In the event that any independent claim of the Hudetz Patent
                  (i) is finally adjudged to be invalid or unenforceable by a
                  court of competent jurisdiction or by any applicable patent
                  office (including the U.S. Patent and Trademark Office) having
                  jurisdiction over the Hudetz Patent, (ii) is rendered invalid
                  or unenforceable by operation of law or regulation, or (iii)
                  is lost to another inventor in a priority contest (such as an
                  interference) (each of items (i), (ii) and (iii) is
                  hereinafter referred to as a "Triggering Event"), then DC
                  shall have the option to terminate this Agreement in
                  accordance with the procedures set forth below in this Section
                  5.3. For purposes of this Section 5.3, a judgment of
                  invalidity or unenforceability is not final until the later of
                  (i) the


                                       23
<PAGE>

                  expiration of the time period for permitted appeal, and (ii)
                  if such permitted appeal is taken, the termination of such
                  appeal.

         (b)      Upon the occurrence of such Triggering Event, DC may initiate
                  the termination process by providing written notice of its
                  intent to terminate this Agreement ("Notice of Intent") at any
                  time up to (30) thirty days after NeoMedia provides written
                  notice to DC of such Triggering Event.

         (c)      In the event that DC provides such Notice of Intent, DC and
                  NeoMedia shall have a ninety (90) day period, starting on the
                  date that such Notice of Intent is given, in which to
                  renegotiate the terms of this Agreement ("Renegotiation
                  Period"). During such Renegotiation Period, this Agreement
                  shall remain in full force and effect.

         (d)      If during such Renegotiation Period DC and NeoMedia do not
                  reach agreement on new terms for this License Agreement, then
                  DC may elect to either terminate this Agreement or to keep
                  this Agreement in full force and effect. In the event that DC
                  elects to terminate this Agreement, DC shall, prior to the end
                  of such Renegotiation Period provide written notice of its
                  election to terminate ("Termination Notice"). Upon the giving
                  of such Termination Notice, then the License Grant set forth
                  in Section 2 shall expire at termination of the Agreement.

5.4      Accounting. After any termination or expiration of this Agreement, DC
         shall render an accounting for all unpaid royalties pursuant to the
         license from the last such report up to the termination date. Such
         final accounting shall be made within sixty (60) days after the
         termination or expiration date.

5.5      Sums Payable. Termination or expiration of this Agreement shall not
         excuse DC's obligation to make payments of sums due and payable at the
         time of any termination or expiration hereof.


                                       24
<PAGE>

SECTION 6 - MISCELLANEOUS

6.1      Entire Agreement. This Agreement constitutes the entire agreement and
         understanding between the parties as to the subject matter hereof, and
         supersedes and replaces all prior or contemporaneous agreements,
         written or oral, as to the subject matter. This Agreement may be
         changed only in a writing that states that it is an amendment or
         modification to this Agreement, and is signed by an authorized
         representative of each of the parties hereto.

6.2      Unenforceability. Any term or provision of this Agreement which is
         invalid or unenforceable or in conflict with the law of any
         jurisdiction shall, as to such jurisdiction, be ineffective to the
         extent of such invalidity or unenforceability without affecting the
         validity of the remaining terms and provisions of this Agreement or
         affecting the validity or enforceability of any of the terms and
         provisions of this Agreement in any other jurisdiction. Further, the
         parties agree that a court of competent jurisdiction in a particular
         jurisdiction may reform a specific term of this Agreement should the
         applicability of such term or provision be held invalid or
         unenforceable in that jurisdiction so as to reflect the intended
         agreement of the parties hereto solely with respect to the
         applicability of such provision in said jurisdiction.

6.3      Release. Neither this Agreement nor any provision hereof may be
         released, discharged, waived, abandoned or modified in any manner,
         except by an instrument in writing signed on behalf of both of the
         parties hereto by their duly authorized officers or representatives.

6.4      Waiver. Any waiver of a default or condition hereof by either party
         shall not be deemed a continuing waiver of such default or condition.
         Any delay or omission by either party to exercise any right or remedy
         under this Agreement shall not be construed to be a waiver of any such
         right or remedy or any right hereunder. All of the rights of either
         party under this Agreement shall be cumulative and may be exercised
         separately or concurrently.

6.5      Not a Joint Venture. This Agreement does not constitute a partnership,
         joint venture or agency between the parties hereto, nor shall either of
         the parties hold itself out as such


                                       25
<PAGE>

         contrary to the terms hereof by advertising or otherwise, nor shall
         either of the parties become bound or become liable because of any
         representation, action, or omission of the other.

6.6      Attorney's Fees. In the event of any dispute arising out of a breach of
         or a default under this Agreement by one party, the prevailing party
         shall recover from the other, in addition to any other damage assessed,
         its reasonable outside attorneys' fees and court costs incurred in
         litigating such dispute. As used in this Section, a "prevailing party"
         is defined as the party for which a favorable judgment is entered on
         all, or substantially all, of the disputed issues between the parties,
         after exhaustion of all appeals.

6.7      Patent Marking. DC shall abide by the provisions of 35 U.S.C. 287
         relating to marking of all licensed products, systems, End User
         Devices, Switches and software sold, distributed or provided by it as
         soon as is reasonably practicable after the Date of Execution with the
         patent numbers applicable thereto and licensed hereunder, which may be
         provided in writing from time to time to DC by NeoMedia.

6.8      Headings. The headings of sections and other subdivisions hereof are
         inserted only for the purpose of convenient reference and it is
         recognized that they may not adequately or accurately describe the
         contents of the provisions which they head. Such headings shall not be
         deemed to govern, limit, modify or in any other manner affect the
         scope, meaning or intent of the provisions of this Agreement or any
         part or portion thereof, nor shall they otherwise be given any legal
         effect.

6.9      Grammar. Where the context of this Agreement requires, singular terms
         shall be considered plural, and plural terms shall be considered
         singular.

6.10     Choice of Law. This Agreement shall be governed by, performed under and
         construed in accordance with the laws of the State of New York without
         giving effect to the conflicts of law principles thereof. Each party
         hereto irrevocably consents to jurisdiction and venue in the United
         States District Court for the Southern District of New York or other
         court of competent jurisdiction within New York County, New York.

6.11     Assignability. This Agreement may not be assigned by a party, or
         transferred under operation of law or otherwise by a party, without the
         prior written consent of the other party,


                                       26
<PAGE>

         which consent shall not be unreasonably withheld, except that this
         Agreement may be assigned to a party's Affiliate or to any successor to
         all or substantially all of the party's stock, assets or business
         operations, provided that the Affiliate or successor of all or
         substantially all of the assets or business operations of the party
         agrees in writing to accept the terms and conditions of this Agreement,
         and further provided that if this Agreement is assigned to a party's
         Affiliate or successor without consent of the other party, the
         assigning party shall maintain financial accountability for the
         obligations hereunder. This Agreement shall be binding on the
         successors and assigns of NeoMedia, and the permitted successors and
         assigns of DC.

6.12     Interpretation. The parties and their attorneys have each had
         opportunity to review and comment on this Agreement. Accordingly, the
         parties agree that the legal rule construing ambiguity against the
         drafter shall not apply in interpreting this Agreement.

6.13      Survival of Terms. The provisions of Sections 2.4, 3.1(a), 3.2, 3.4,
          3.5(a), 3.6, 3.7, 3.8, 3.9, 3.10, 4.1, 4.2, 4.6, 5.4, 5.5 and all of 6
          shall survive termination of this Agreement

6.14     Facsimile Signatures and Counterparts. This Agreement may be executed
         in counterparts and by facsimile signatures.

6.15     Notification Address. Except as otherwise set forth herein, all notices
         given in connection with this Agreement shall be in writing and shall
         be delivered either by personal delivery, by certified or registered
         mail, return receipt requested, or by express courier or delivery
         service, addressed to the parties hereto at the following addresses:

         To DC:                                 With a copy to:

              Digital:Convergence Corporation   Digital:Convergence Corporation
              9101 N Central Expy.              9101 N Central Expy.
              6th Floor                         6th Floor
              Dallas, TX 75231-5914             Dallas, TX 75231-5914
              Attn:  Chairman & CEO             Attn: Executive Vice President
              Fax: 214292-6914                  Fax: 214292-6914


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<PAGE>

         With a copy to:                        With a copy to:

              Digital:Convergence Corporation   Digital:Convergence Corporation
              630 5th. Ave.                     9101 N Central Expy.
              Suite 640                         6th Floor
              New York, NY 10111                Dallas, TX 75231-5914
              Attn: John Huncke                 Attn: General Counsel
              Fax: 212/218-5263                 Fax: 214292-6914


         To NeoMedia:

              NeoMedia Technologies, Inc.
              2201 Second Street
              Suite 600
              Fort Myers, Florida  33901
              Attn: President
              Fax:  941/337-3661

       With a copy to:                          And a copy to:

              NeoMedia Technologies, Inc.       Anthony Barkume, Esq.
              2201 Second Street                Greenberg Traurig, LLP
              Suite 600                         Met Life Building
              Fort Myers, Florida  33901        200 Park Avenue
              Attn: General Counsel             New York, New York 10166
              Fax:  941/337-3661                Fax: 212/801-6400


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<PAGE>

         or at such other address and number as either party shall have
         previously designated by written notice given to the other party in the
         manner hereinabove set forth. Notices shall be deemed given when
         received; and when delivered and receipted for (or upon the date of
         attempted delivery where delivery is refused), if hand-delivered, sent
         by express courier or delivery service, or sent by certified or
         registered mail, return receipt requested.

6.16     Investor Qualification Letter. NeoMedia shall provide DC an Investor
         Representation and Warranty Letter in the form attached as Exhibit C,
         on the Date of Execution, which is applicable only if the DC Equity is
         issued to NeoMedia.

6.17     Lock-up Letter. NeoMedia shall provide DC a Lock-up Letter in the form
         attached as Exhibit D, on the Date of Execution, which is applicable
         only if the DC Equity is issued to NeoMedia.

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed on the day and year last written below.






DIGITAL:CONVERGENCE CORPORATION     NEOMEDIA TECHNOLOGIES, INC




--------------------------------------      ------------------------------------
BY:      J. Jovan Philyaw                   BY:      Charles W. Fritz

TITLE:  Chairman & CEO                      TITLE:  Chairman and CEO

            Date: __________________                    Date: _______________



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