EXHIBIT 10.19

                              SEPARATION AGREEMENT

       This  Separation  Agreement is made this 15th day of May,  2002,  between
NEOMEDIA TECHNOLOGIES,  INC., having its principal place of business at 2201 2nd
Street, Suite 600, Ft. Myers, Florida 33901 (hereinafter "NeoMedia"), CHARLES W.
FRITZ,   individually   (hereinafter  "Fritz"),  JAMES  J.  KEIL,  individually,
(hereinafter "Keil"), JOHN A. LOPIANO,  individually (hereinafter "Lopiano") and
WILLIAM F. GOINS (hereinafter "Goins"). For purposes of this Agreement, the term
"NEOMEDIA"  refers  jointly and  severally to NeoMedia  Technologies,  Inc. and,
without limitation, any parent, affiliate,  predecessor,  successor, subsidiary,
or other  related  entity and their  existing  and former  officers,  directors,
shareholders,  employees,  or agents  (in their  individual  and  representative
capacities).

         1. SEPARATION AND SEVERANCE.  Goins' employment with NeoMedia is hereby
terminated effective the 31st day of January, 2001. NeoMedia and Goins desire to
terminate the employment  relationship  in an amicable manner and to resolve any
differences  between the  parties.  NeoMedia  has decided to pay Goins an amount
that  NeoMedia  does not owe Goins in order to resolve any disputes  between the
parties.  Goins agrees to accept those  benefits from NeoMedia and, in exchange,
Goins agrees to give up,  waive,  abandon,  and release any and all claims Goins
may have against NeoMedia and its officers,  directors,  employees,  agents, and
representatives,  and their  successors  in interest.  Goins  acknowledges  that
NeoMedia  has  advised  Goins to consult an  attorney  prior to  executing  this
Agreement. As Severance, NeoMedia agrees to pay, and Goins agrees to accept, the
following  benefits  and other  consideration  to which  Goins is not  otherwise
entitled:

             a.  NeoMedia  shall  grant to Goins,  no later  than May 15,  2002,
                 360,000 registered and vested options in NeoMedia Technologies,
                 Inc., at $.08,  with Goins to have five (5) years from the date
                 of issuance to exercise  the options,  and provide  evidence of
                 such issuance and  registration  to Goins no later than May 31,
                 2002.   Such  options   shall   survive  any  future   business
                 combinations and successor businesses.

             b.  NeoMedia  shall pay Goins the gross  amount of  $10,000.00  per
                 month,  for nine (9) months,  with the first  payment being due
                 May 20, 2002. Each  subsequent  payment will be due on the 201h
                 of the month.  NeoMedia will  withhold from these  payments all
                 necessary  federal,  state,  or local  taxes or other  standard
                 withholdings.

             c.  NeoMedia shall pay Abel, Band,  Russell,  Collier,  Pitchford &
                 Gordon, Chartered, the gross amount of $18,000.00 no later than
                 July 10, 2002.  No amounts shall be withheld from this payment.
                 Abel, Band, Russell, Collier,  Pitchford & Gordon, Chartered is
                 solely  responsible  for any taxes  payable for receipt of such
                 amount  and shall  receive a Form 1099 in the manner and at the
                 time required by law.

             d.  NeoMedia shall pay Abel, Band,  Russell,  Collier,  Pitchford &
                 Gordon, Chartered, the gross amount of $19,000.00 no later than
                 July 25,  2002.No  amounts shall be withheld from this payment.
                 Abel, Band, Russell, Collier,  Pitchford & Gordon, Chartered is
                 solely  responsible  for any taxes  payable for receipt of such
                 amount  and shall  receive a Form 1099 in the manner and at the
                 time required by law.

             e.  NeoMedia shall pay Abel, Band,  Russell,  Collier,  Pitchford &
                 Gordon,  Chartered, the gross amount of $8,000.00 no later than
                 August  25,  2002.  No  amounts  shall be  withheld  from  this
                 payment.  Abel,  Band,  Russell,  Collier,  Pitchford & Gordon,
                 Chartered  is  solely  responsible  for any taxes  payable  for
                 receipt  of such  amount  and shall  receive a Form 1099 in the
                 manner and at the time required by law.

             f.  As a  condition  precedent  to this  Agreement,  Fritz and Keil
                 agree to execute the Continuing Guarantee,  attached as Exhibit
                 "A", in the amount of $40,000 on or before  September  15, 2002
                 if all  obligations in paragraphs 1 (a) through 1 (e) have been
                 satisfied.  The guarantee amount shall be automatically reduced
                 by any  amounts  subsequently  paid to Goins  pursuant  to this
                 Agreement.  Payment  under the  continuing  guarantee  shall be
                 immediately  due to Goins upon any  failure by  NeoMedia to pay
                 the amounts due under this Agreement.

             g.  Other than the payments  described in  paragraphs 1 (c), 1 (d),
                 and 1 (e) above,  NeoMedia,  Fritz, Keil, and Lopiano shall not
                 be liable for the payment or  reimbursement  of any  attorneys'
                 fees  incurred by Goins  whatsoever,  including but not limited
                 to,  any fees or  costs  incurred  by Goins as a result  of his
                 association  with,  or  retention  of, the firm of Abel,  Band,
                 Russell, Collier, Pitchford & Gordon, Chartered.



                                    10.19-1
<PAGE>

             h.  Goins  understands that the Payment will be given to him if and
                 only if he executes  this  Agreement  and agrees to release and
                 waive any and all  claims  that he may have  against  NeoMedia,
                 Fritz,  Keil, or Lopiano with respect to Goins's  employment or
                 termination of employment with NeoMedia.

             i.  Goins  understands  that the  payments  described  above  shall
                 constitute  the sole financial  obligation of NeoMedia,  Fritz,
                 Keil, or Lopiano to Goins under this Agreement.

             j.  The parties  acknowledge and agree:  (a) that the  transactions
                 entered  into by NeoMedia do not  constitute  any  admission of
                 liability by NeoMedia,  Fritz,  Keil, or Lopiano;  and (b) that
                 the   settlement  of  Goins'  claims  does  not  constitute  an
                 admission by NeoMedia,  Fritz, Keil, or Lopiano of the validity
                 of any legal or factual contentions by Goins.

          2.   CONFIDENTIALITY  AND   NON-DISPARAGEMENT.   The  parties  further
understand  and agree that the  existence of this  Separation  Agreement and the
terms and  conditions  thereof,  other  than the fact of Goins'  termination  of
employment, shall be considered confidential,  and shall not be disclosed by any
party to this  Agreement  to any  third  party or entity  except  with the prior
written  approval of the other  party or upon the order of a court of  competent
jurisdiction-  All parties agree that, at all times,  they will refrain from and
will not directly or indirectly  solicit,  request or engage in any conversation
that would tend to  negatively  impact any party.  All parties agree to instruct
their employees, agents,  representatives,  shareholders,  officers,  directors,
independent  contractors,  and attorneys to refrain from making any  disparaging
remarks about the other party. Further, Goins agrees to maintain as confidential
and  not to  disclose  any  confidential  or  proprietary  information  learned,
obtained,  or acquired while employed by NeoMedia.  Goins represents that he has
no originals or copies of Company documents,  and no other property belonging to
NeoMedia, and Goins represents that he has not provided any Company documents to
others.  In the event that he does have any such copies,  originals or property,
Goins  agrees  to  return to  NeoMedia  all  originals  and  copies  of  Company
documents,  and all other  property  belonging  to NeoMedia,  including  but not
limited  to,  proprietary  or  confidential   information  of  NeoMedia  in  his
possession  or control,  including  any property or  information  that Goins has
provided to others.

         3. MUTUAL  RELEASES.  The parties hereby  mutually  release each other,
their  past,  present,   and  future  agents,   representatives,   shareholders,
principals, attorneys, affiliates, parent corporations,  subsidiaries, officers,
directors,  employees,  predecessors  and  successors  and heirs,  executors and
assigns, from any and all legal,  equitable or other claims,  counterclaims from
the beginning of the world to the date hereof, which are now known and arise out
of, or which may,  can,  or shall arise out of, or which have or ever had arisen
out of, or which could have arisen out of, Goins'  employment with or separation
from  NeoMedia,   including,   without   limitation,   any  and  all  claims  or
counterclaims  for breach of contract,  violations  of Title VII of Civil Rights
Act of 1964,  the Equal Pay Act, the Age  Discrimination  in  Employment  Act of
1967, the Older Workers Benefit  Protection Act, the Americans with Disabilities
Act, the Employee  Retirement  Income  Security Act of 1974,  and all amendments
thereto,  violations of any other federal,  state,  local,  and/or  municipality
whistle-blowing  statutes  or laws or fair  employment  statutes  or  laws,  and
violations  of any other law,  rule,  regulation,  or  ordinance  pertaining  to
employment,  discrimination,  wages, hours, or any other terms and conditions of
employment and separation of employment,  and any other claims or counterclaims,
which have been, or could have been,  asserted by any party hereto in any court,
arbitration, or other forum involving the subject matter of this Release.

         Notwithstanding  the foregoing,  this Release does not apply to: 1) the
obligations imposed by this Separation Agreement;  2) third party claims against
either party.

         4.  ABATEMENT  OF  PROCEEDINGS.  At  the  time  of  execution  of  this
Agreement,  the  parties  will  request  that the Court  place  this case on its
administrative  docket,  without prejudice to any party, until further notice of
the parties but in any case no later than January 21,  2003.  If, on January 21,
2003,  Goins has received every payment due him under this  Agreement,  the case
shall then be dismissed  pursuant to this  Agreement.  If Goins fails to receive
any payment due him,  Goins has the specific right to have this case placed back
on the Court's  docket.  At that time Goins may seek to enforce  the  settlement
agreement or reinstate his prior case,  whichever Goins elects. The abatement of
this matter in no way stops any  pre-judgment  interest  from  accruing to which
Goins would be entitled if he obtained a judgment against any of the Defendants.

         5. COOPERATION. Goins agrees to cooperate with NeoMedia as a witness in
all matters  and provide  truthful  testimony  about which Goins has  knowledge,
including  any  necessary  factual  support for motions,  as a result of Goins's
position with  NeoMedia and in which Goins's  testimony is required by NeoMedia.
NeoMedia will  reimburse  Goins for any  out-of-pocket  expenses he incurs while
acting as a witness on behalf of NeoMedia, Goins, however, shall not receive any


                                    10.19-2
<PAGE>

additional  compensation  for his  testimony as a witness on behalf of NeoMedia.
This  obligation to cooperate and to provide  truthful  testimony shall include,
without  limitation,  the duty to  provide in person,  deposition  or  affidavit
testimony,  and the  preparation  therefore;  and to travel to provide in person
testimony.  It shall  also apply to and  include  any  litigation,  arbitration,
alternative   dispute  resolution,   mediation,   or  other  dispute  resolution
proceeding.  Should  applicable  legal or ethical  rules bar any portion of such
reasonable  compensation,  Goins  shall  nonetheless  fulfill  these  duties  to
cooperate and to provide truthful testimony.

           6. OPPORTUNITY TO SEEK COUNSEL.  The parties represent that they have
had an opportunity to retain legal counsel to represent them in connection  with
this matter,  that they have  consulted with legal counsel and have been advised
of the legal effect and  consequences  of this Separation  Agreement,  that they
have entered into this Separation Agreement  knowingly,  freely and voluntarily,
and that they have not been coerced, forced,  harassed,  threatened or otherwise
unduly  pressured to enter into this Separation  Agreement.  The parties further
agree that, other than the payments described in paragraphs. 1 (c), 1 (d), and 1
(e) above,  each Party will be liable for his or its attorneys  fees incurred in
connection with this matter.

         7. NO ADMISSIONS. This Separation Agreement is not and shall not in any
way be  construed  as an  admission  by  either  party  of any  wrongful  act or
omission, or any liability due and owing, or any violation of any federal, state
or local law or regulation.

         8. FUTURE  EMPLOYMENT.  Goins agrees not to apply for,  seek, or accept
employment  with  NeoMedia or any  affiliated  entity at any time in the future.
Should Goins seek employment with NeoMedia in the future and NeoMedia denies his
employment, Goins agrees that such would not constitute retaliation in violation
of any laws.

         9. ENTIRE AGREEMENT.  This Separation Agreement  constitutes the entire
agreement  between the parties hereto with respect to the subject matter hereof,
and supersedes all prior negotiations,  agreements and understandings,  oral and
written, among the parties hereto with respect to the subject matter hereof.

         10. AMENDMENTS AND MODIFICATIONS.  This Separation Agreement may not be
amended  or  modified  except in  writing  signed by all  parties,  specifically
stating that it is an Amendment to this Agreement.

         11. DRAFTING. The parties acknowledge that this Separation Agreement is
a product of joint drafting efforts,  and shall not be construed against any one
party as the drafter.

         12. GOVERNING LAW. This Separation Agreement,  and all of the terms and
conditions  hereof,  shall be construed and  interpreted in accordance  with the
laws of the State of Florida.

         13. SEVERABILITY.  The invalidity or unenforceability of any particular
provision of this  agreement  shall not affect the other  provisions  hereto and
this  Separation  Agreement  shall be  construed  in all respects as though such
invalid or unenforceable provisions were omitted.

         14. WAIVER. The waiver by any party hereto of a breach of any provision
of this  Separation  Agreement  shall not operate or be construed as a waiver of
any subsequent breach by any party.

         15. BREACH.  In the event that a party to this  Agreement  breaches any
provision  herein,  the other party may seek redress  from the Court.  The Court
shall retain  jurisdiction  to enforce this Agreement  while the case remains on
the Administrative docket pending final payment.

         16. ATTORNEYS' FEES. In the event that any provision of this Separation
Agreement  must be  enforced,  the  prevailing  party  shall be  entitled to all
reasonable attorneys' fees and costs.

         17.  DUPLICATES.  This  original  Agreement or a duplicate  copy of the
original  Agreement  shall  suffice in an action to enforce any of the terms and
conditions herein.

         18. COUNTERPARTS.  If this Agreement is executed in counterparts,  each
counterpart  shall be deemed an original and all  counterparts so executed shall
constitute one Agreement, binding on all of the parties hereto, not withstanding
that all of the parties are not signatory to the same counterpart.



                                    10.19-3
<PAGE>

         19. PRESS  RELEASE.  The parties agree that NeoMedia will draft a press
release regarding  Goins's  termination of employment and the resolution of this
lawsuit.  Such press  release  shall be  submitted  to Goins for review prior to
release, and any reasonable changes requested by Goins shall be made. Should the
parties  be unable to agree on the text of the press  release,  the draft  press
release  shall be given to counsel  for the parties in order to draft a mutually
acceptable  press release.  In no event shall a press release  concerning  Goins
and/or this lawsuit be released without the prior approval of Goins.

         20.  DISMISSALS.  Within ten (10) days of final  payment  being made to
Goins pursuant to this Agreement,  Goins shall cause to be dismissed any and all
actions he caused to be instituted  against  NeoMedia,  Fritz, Keil and Lopiano.
This shall include that case known as WILLIAM F. GOINS V. NEOMEDIA TECHNOLOGIES,
INC., CHARLES W. FRITZ, JAMES J. KEIL AND JOHN A. LOPIANO, Case No. 2001 CA 5813
NC.  Until  such  time  as  final  payment  is made to  Goins  pursuant  to this
Agreement,  the  parties  shall  request  that the Court  place this case on the
administrative  docket  pending  settlement.  The  parties  agree to execute any
documents  necessary to make such a request of the Court.  This provision  shall
also include the withdrawal of any charge of discrimination or retaliation filed
by Goins. No action on the charges shall be taken by Goins. Goins represents and
warrants to NeoMedia that, other than the pending actions or charges  identified
in this Agreement,  he has no other pending  charges,  complaints,  or claims or
actions which he brought against  NeoMedia,  or any existing or former employee,
agent, or representative of NeoMedia before signing this Agreement. In addition,
Goins  represents  that he has not assigned to any person or entity any claim or
action he has, or may have, against NeoMedia.  Finally,  within ten (10) days of
final payment being made to Goins pursuant to this Agreement,  Goins shall cause
to be withdrawn any and all liens he may have caused to be filed against any and
all patents held by NeoMedia.

          IN WITNESS  THEREOF,  the parties hereto  acknowledge,  understand and
 agree to this  Separation  Agreement.  The parties  understand and intend to be
 bound by all of the clauses contained in this document and further certify that
 they have received signed copies of this Separation Agreement.


 William F. Goins                          NeoMedia Technologies, Inc.
/s/ William F. Goins
-------------------------------            By: /s/ Charles T. Jensen
                                               ---------------------------------
                                           Its: Chief Financial Officer
                                                --------------------------------



Charles W. Fritz, as an individual        James J. Keil, as an individual
/s/ Charles W. Fritz                      /s/ James J. Keil
--------------------------------          --------------------------------------



John A. Lopiano, as an individual
/s/ John A. Lopiano
---------------------------------








                                    10.19-4
<PAGE>

                               CONTINUING GUARANTY

         For the purpose of inducing WILLIAM F. GOINS,  (the "Obligee") to enter
into that certain  Separation  Agreement dated May 15th,  2002 (the  "Separation
Agreement")  with  NEOMEDIA  TECHNOLOGIES,  INC.,  a  Florida  corporation  (the
"Obligor"), CHARLES W. FRITZ AND JAMES J. KEIL (collectively,  the "Guarantors")
do hereby  jointly and  severally  unconditionally  guaranty to Obligee that the
Obligor will duly and punctually pay and perform the Obligor's  obligations  and
liabilities  under paragraph 1(b) of the Separation  Agreement which arise after
September  15,  2002 for the payment of an amount not to exceed  $40,000.00  due
Obligee (collectively the "Obligations").

1. The obligations of Guarantors hereunder are independent of the Obligations of
Obligor and a separate  action or actions may be brought and prosecuted  against
Guarantor  whether action is brought  against  Obligor or whether Obligor may be
joined in any such action or actions.

2.  Guarantors  waive any right to  require  Obligee  to:  (a)  proceed  against
Obligor,  (b) proceed against or exhaust any security held from Obligor;  or (c)
pursue any other  remedy in Obligee's  power  whatsoever.  Guarantors  waive any
defense  arising by reason of any  disability  or other defense of Obligor or by
reason of the cessation  from any cause  whatsoever of the liability of Obligor,
except the defense of payment,  and until all  Obligations of Obligor to Obligee
under the  Separation  Agreement  shall  have been  satisfied  and paid in full,
Guarantors  shall have no right to  subrogation,  and waive any night to enforce
any remedy which  Obligee now has or may  hereafter  have against  Obligor,  and
waives any  benefit  of, and any right to  participate  in any  security  now or
hereafter  held by  Obligee.  Guarantors  waive all  presentrnents,  demands for
performance,  notices of  nonperformance,  protests,  notices of  dishonor,  and
notices  of  acceptance  of this  guaranty  and of the  existence,  creation  or
incurring of new or additional Obligations. Guarantors covenant to cause Obligor
to maintain and preserve the enforceability of any instruments -now or hereafter
executed in favor of the Obligee,  and to take no action of any kind which might
be the basis for a claim that Guarantors  have any defense  hereunder other than
satisfaction  and  payment in full of all  Obligations  of  Obligor to  Obligee.
Guarantors  waive any right or claim of night to cause a marshaling of Obligor's
assets or to require  Obligee to proceed  against  Guarantors in any  particular
order.  No delay on the part of Obligee in the  exercise of any right,  power or
privilege  under the  documentation  with Obligor or under this  guaranty  shall
operate as a waiver of any such privilege, power or right.

3. In  addition  to all liens  upon,  and rights of setoff  against  the monies,
securities  or other  property of  Guarantors  given to Obligee by law,  Obligee
shall have a lien upon and a night of setoff against all monies,  securities and
other property of Guarantors now or hereafter in the possession of or on deposit
with Obligee,  whether held in a general or special  account of deposit,  or for
safekeeping  or  otherwise;  and every  Such  lien and  right of  setoff  may be
exercised without demand upon or notice to Guarantors.  No act or conduct on the
part of the  Obligee,  or by any neglect to exercise  such right of setoff or to
enforce  such lien,  or by any delay in so doing,  shall  operate as a waiver of
such right;  and every right of setoff and lien shall continue in full force and
effect until such night of setoff or lien is specifically  waived or released by
an instrument in writing executed by Obligee.

4. Upon the  default  of  Obligor  with  respect  to any of its  Obligations  or
liabilities to Obligee,  or in case Obligor or Guarantors shall become insolvent
or  make an  assignment  for the  benefit  of  creditors,  or if a  petition  in
bankruptcy or for corporate  reorganization or for an arrangement shall be filed
by or against  Obligor or  Guarantors,  or in the event of an  appointment  of a
receiver for Obligor or Guarantors or their  properties,  or in the event that a
judgment  is  obtained  or  warrant  of  attachment  issued  against  Obligor or
Guarantors,  all or any part of the  Obligations  and liabilities of the Obligor
and/or  Guarantors to Obligee,  whether direct or contingent,  and of every kind
and description, shall, at the option of the Obligee, become immediately due and
payable and shall be satisfied by Guarantors. If Obligor falls to satisfy any of
its  obligations  to Obligee,  Obligee shall provide  notice to Guarantors  that
Guarantors are required to satisfy Obligors' outstanding obligations to Obligee.
After  receipt of such  notice,  Guarantors  shall have ten (10) days to satisfy
Obligor's  outstanding  Obligations to Obligee.  Such  obligation by Guarantors,
however,  shall be limited to only those payments Obligor has actually failed to
timely  pay to  Goins  as  required  under  the  Separation  Agreement,  without
acceleration.

5. Guarantors acknowledge that Obligee has been induced by this guaranty to make
the make the Separation Agreement heretofore described, and this guaranty shall,
without  further  reference  or  assignment,  pass to and may be relied upon and
enforced  by, any  successor,  participant  or assignee of Obligee in and to any
liabilities or Obligations of Obligor.

6. This  guaranty  shall,  for all  purposes,  be governed by and  construed  in
accordance  with,  the  laws of the  State  of  Florida

7. All of Guarantors'  obligations and responsibilities  under this Guaranty are
joint and several.



                                    10.19-5
<PAGE>

8. This guaranty shall immediately terminate upon the full, or pro rata partial,
satisfaction  of  the  Obligor's   payment   obligations  under  the  Separation
Agreement, as described in this Guaranty.

9. In the event that any provision of this Continuing Guaranty must be enforced,
the  prevailing  party shall be entitled to all reasonable  attorneys'  fees and
costs.

10. Dated effective as of May 15th, 2002.

WITNESSES:                               GUARANTOR:

                                         Charles W. Fritz
-----------------------------------
As to Charles W. Fritz

                                         James J. Keil
-----------------------------------
As to James J. Keil
















                                    10.19-6