NeoMedia Technologies, Inc.

                                 Exhibit 10.53

   Master Reseller Agreement by and between United States Check Company, Inc.
              and NeoMedia Technologies, Inc. Dated June 16, 1997

                                       35

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                            MASTER RESELLER AGREEMENT


     AGREEMENT made this 16th day of June 1997 by and between United States
Check Company, Inc. 2001 Jefferson Davis Highway, Suite 504, Arlington, Virginia
22202 (hereinafter called U.S. Check) and NeoMedia Technologies, Inc. 2201
Second Ave., Ft. Myers, Florida (herenafter called NeoMedia).

     WHEREAS, U.S. Check has developed and patented data processing and security
enhancements for machine readable documents and NeoMedia desires to introduce
these products into a defined "product area" and Territory in accordance with
the terms and conditions hereof,

     Now, THEREFORE, it is mutually agreed:

     DEFINITIONS

     (1) The "Product Area" mean non-micr forms(paper)having pre-coated
         non-visible snippets for use in desktop or high speed laser printing of
         gift certificates and money orders.

     (2) The "Territory" is Worldwide.

     (3) U.S. Check's Price List of the Products is appended hereto as
         Schedule A.

     (4) "Subsidiary" means any organization in which a substantial interest is
         held directly or indirectly by another organization; "Parent" means any
         organization which holds, directly or indirectly, an interest in
         another organization; and "Affiliates" means Subsidiaries, Parents, and
         other organizations which have a parent or subsidiary in common with an
         organization.

     I. RIGHTS GRANTED

     (A) U.S. Check hereby appoints NeoMedia Technologies as the exclusive
         Master Reseller of the Products in the Product Area and Territory
         except as limited herein. During the term of this Agreement, U.S. Check
         agrees not to appoint any other such Master Resellers or sell blank
         non-micr documents for use as gift certificates and/or money orders in
         desk top or laser printing systems and further undertakes to refer to
         NeoMedia any leads concerning prospective customers of the Products
         which, directly, or indirectly, come to the attention of U.S. Check.

     (B) In return for such appointment, NeoMedia shall pay U.S. Check an
         appointment fee of Two Hundred Thousand Dollars ($200,000.00) the
         receipt of which is acknowledged by U.S. Check.

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II.  SALES AND DISTRIBUTION AGREEMENTS

     (A) NeoMedia acknowledges that Bottomline Technologies, Inc. is the only
         other authorized purchaser of non-micr blank forms used in desk top and
         laser printing systems for money orders and gift certificates. Nothing
         in this agreement shall limit U.S. Check or Bottomline Technologies
         from using the U.S. Check products for gift certificates and/or money
         orders in the Product Area or Territory. U.S. Check will pay NeoMedia
         25% of the royalty paid by Bottomline for products that can be readily
         idenfified as gift certificates or money orders.

III.  TERMS OF SALE TO NEOMEDIA

         U.S. Check agrees to sell the Products to NeoMedia at the published
Price(s) in Exhibit A. U.S. Check agrees to give NeoMedia thirty (30) days'
written notice of any price changes, and U.S. Check further agrees to FAX to
NeoMedia any changes that might be critical to ongoing bids being submitted by
NeoMedia to prospective customers.

         Sales from U.S. Check to NeoMedia will be against irrevocable letters
of credit, payable forty-five (45) days after shipment, unless the parties
mutually agree to some other terms of payment as being more appropriate in any
particular transaction.

IV.   PERFORMANCE BY NEOMEDIA

         NeoMedia agrees to devote its best efforts to promote the sale of the
Products in the Territory. Without limiting the generality of the foregoing,
NeoMedia agrees:

         (A)  To place an initial order for the Products, the particulars of
              which are set forth in Exhibit B hereto.

         (B)  To develop, in reasonable stages, a technically qualified sales
              force and/or Value Added Resellers (VARs) for the Products in the
              Territory, affording U.S. Check an opportunity to appraise and
              approve the appointment of potential dealers, which approval will
              not be unreasonably withheld by U.S. Check. U.S. Check will not
              withhold approval unless there is strong indication that security
              of its technology will be breached.

         (C)  In order to maintain the defined exclusivity of its appointment
              granted herein, NeoMedia agrees to purchase minimum quantities of
              the Products as follows, each year being measured from January 1st
              through December 31st.

              PERIOD                MINIINUM NUMBER OF DOCUMENTS PURCHASED

              Calendar 1997                         None
              Calendar 1998                         None
              Calendar 1999                         One million
              Calendar 2000                         Three million

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              Calendar 2001                         Five million
              Calendar 2002                         Ten million
              Calendar 2003 and beyond              Ten million

         (D)  For years three through ten of this Agreement if actual sales by
              NeoMedia are fifteen percent (15% lower than the specified
              minimums during two (2) consecutive years, U.S. Check will have
              the option of terminating NeoMedia's exclusive rights within sixty
              (60) days following the end of the second of those years, in all
              or part of the Territory.

         (E)  NeoMedia agrees to sponsor an advertising and promotional
              campaign. The campaign will include participation by NeoMedia in
              at least one appropriate trade show during each calendar year of
              this Agreement, at which the U.S. Check's technology will be
              prominently featured.

         (F)  NeoMedia agrees to send U.S. Check quarterly operating statements,
              in the form U.S.Check suggests, not later than five days following
              the end of each calendar quarter and after such results have been
              made public. In preparing these operating statements, NeoMedia
              will follow all reasonable requests for information made by U.S.
              Check.

         V.   PERFOMANCE BY U.S. CHECK:

     U.S. Check agrees to support NeoMedia's marketing and sales activities.
Without limiting the generality of the foregoing, U.S. Check agrees:

         (A)  To make available to NeoMedia, free of charge, a reasonable
              quantity of Product literature and promotional material used by
              U.S. Check in the United States and Canada. NeoMedia is hereby
              authorized to reproduce or edit this literature and material, and
              to make needed translations thereof, as may be appropriate in the
              Territory, at NeoMedia's expense; U.S. Check will have the right
              to approve all such literature and material prior to its exposure
              to potential customers, which approval will not unreasonably be
              withheld.

         (B)  To promptly answer any queries concerning the Products or
              applications thereof which NeoMedia may submit to U.S. Check in
              connection with the proposed marketing campaigns or contemplated
              sales.

         (C)  To endeavor to make the Products to meet NeoMedia's orders, but
              U.S. Check nevertheless reserves the right to allot its production
              as it deems best. NeoMedia agrees that any failure to supply those
              amounts of Products which may be agreed upon from time to time, or
              making only part shipment, or no shipment at all, against any
              order of NeoMedia, will not make U.S. Check liable or responsible
              to NeoMedia except as provided for herein. In all orders greater
              than $10,000 NeoMedia shall accompany such order with a deposit
              equal to 25% of such order. In the event there are terms in a
              purchase order that U.S. Check cannot meet, U.S. Check shall
              notify Neomedia within five (5) business days to that effect. In
              the event the purchase order is acceptable the order shall be
              confirmed and it shall be U.S. Check's responsibility to deliver
              per the terms of the purchase order.

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         (D)  To the best of U.S. Check's knowledge there are no claims of
              infringement against U.S. Check relating to products being sold by
              US Check to NeoMedia. If ever in the future, U.S. Check receives
              nofification of any such claim(s), U.S. Check will notify NeoMedia
              as soon as possible.

     VI. TERM AND TERMINATION

     This Agreement will have a term of ten (10) years from the date hereof. Not
less than ninety (90) days prior to the expiration of the term, U.S. Check and
NeoMedia agree to review with NeoMedia the operations under this Agreement to
determine whether, and under what terms, this Agreernent is to continue.

         (A)  This Agreement can be terminated by either party if, 1) There is a
              judicial determination of insolvency or bankruptcy of either party
              except that NeoMedia shall have the right of first refusal to
              purchase U.S. Check's technology in the event of insolvency or
              bankruptcy or 2) The other party fails to comply in any material
              way with any of the provisions of this Agreement, provided the
              aggrieved party has served upon the other party at least 30 days'
              prior notice of such noncompliance. The party upon which notice
              has been served shall have thirty days thereafter to cure the
              breach provision.

              Example of material breaches are: 1) The lack of payment per
              terms, 2) Failure to meet minimum purchase requirements, 3)
              Failure to receive U.S. Check's approval of potential dealers
              and/or 4) Failure by U.S. Check to cure defective product shall be
              considered material breaches under this Agreement. No other breach
              shall be considered material unless such breach undermines U.S.
              Check's technology.

         (B)  In the event of termination, (if it is not sooner terminated) U.S.
              Check will hereafter stand wholly freed and discharged, and
              NeoMedia hereby expressly releases and discharges U.S. Check and
              U.S. Check hereby expressly releases and discharges Neomedia of
              and from any and all obligations or liability whatsoever, whether
              arising hereunder or from, or in connection with, any manner or
              thing relating to, or in any manner connected with, the subject
              matter of this Agreement. The foregoing right of termination and
              the additional right of non-renewal at the end of the stated term
              are absolute, and neither U.S. Check nor NeoMedia will be liable
              to the other because of the termination or non-renewal hereof
              (whether with or without cause) for compensation, reimbursement,
              or damages on account of the loss of prospective profits on
              anticipated sales, or on account of expenditures, investments,
              leases, or commitments in connection with the business or good
              will of U.S. Check or the NeoMedia, or for any other reason
              whatsoever except that U.S. Check shall remain liable to NeoMedia
              for all damages and expenses, including fees and reasonable
              attorney costs, for claims of patent, trademark and service mark
              infringement relating to products sold by U.S. Check to NeoMedia.
              NeoMedia will not be relieved, however, of any obligations for
              unpaid balances for goods shipped hereunder prior to termination
              or expiration.


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         (C)  The termination of this Agreement will operate as a cancellation,
              as of the date thereof, of all orders which have not been shipped
              by U.S. Check to NeoMedia. Thereafter, neither party will be under
              any obligation to the other with respect to orders so canceled.

         (E)  Upon termination of this Agreement for any reason, U.S. Check will
              have the right to elect to repurchase from NeoMedia any and all of
              NeoMedia's existing inventory of new and unused Products. The
              repurchase price to U.S. Check for new and unused Products will be
              the net price paid by NeoMedia, but not including freight and
              import duties. U.S. Check can also elect to repurchase sales
              samples of the Products that have been used by NeoMedia at a ten
              percent (10%) reduction of the net price originally paid by
              NeoMedia, provided those Products are, in the opinion of U.S.
              Check, in good re-sellable condition.

         VII. WARRANTY

         NeoMedia will not modify insofar as ink and pre-coded areas within
snippets are concerned any of the Products without the specific written
permission of U.S. Check, which permission will not unreasonably be withheld if
such modifications would be important to meet market or legal requirements
within the Product Area while, at the same time, not adversely affecting the
performance of the Products. Any modifications to the Products performed in the
Product Area by NeoMedia pursuant to this paragraph will fall outside U.S.
Check's original manufacturer (printer) standard warranty, and will be the sole
responsibility of NeoMedia.

         VIII. TRADE

         (A)  U.S. Check hereby grants permission to NeoMedia to display the
              trademark "UV SMART" and/or "U.S. Check" in relation to the
              Products at NeoMedia's place of business and otherwise as may be
              appropriate to market and sell the Products provided the Notice of
              U.S. Check's ownership of these trademarks is expressed.

         (B)  Whether or not U.S. Check succeeds in obtaining Registrations of
              any or all of the aforesaid trademarks in the Product Area,
              NeoMedia hereby acknowledges U.S. Check's proprietary rights
              therein and undertakes not to do anything, during or after the
              term of this Agreement, which could adversely affect such
              proprietary rights or the distinctiveness of the aforesaid
              trademarks. NeoMedia also agrees to obtain the prior written
              approval of U.S. Check for the manner in which NeoMedia displays
              the aforesaid trademarks at NeoMedia's place of business, at trade
              shows, and in Product literature.

         IX.  BEST EFFORTS

         NeoMedia hereby acknowledges that its concentrated and best effort is
essential if this Agreement is to realize the degree of success contemplated by
the parties and NeoMedia agrees to exert such best efforts.

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         X.   ARM'S LENGTH RELATIONSHIP

         During the term hereof, the relationship between U.S. Check and
NeoMedia is that of vendor and vendee. NeoMedia its agents, employees, and
dealers, under no circumstances will be deemed to be agents or representatives
of U.S. Check, nor will any of them have the right to enter into any contracts
or commitments in the name of U.S. Check or otherwise to bind or commit U.S.
Check.

         XI. CONFIDENTIALITY

         The parties hereto agree to keep strictly confidential, and to bind
their respective directors, officers, and employees to like covenants, the terms
of this Agreement and all matters relating thereto, and to the Products. All
parties undertake not to disclose any of those terms or matters to any other
person except as may be necessary for the furtherance of this Agreement. No
party to this Agreement is authorized to disclose the terms and conditions of
this Agreement to any third party without the express prior written consent of
the other party.

         XII. ASSIGNABILITY AND SURVIVAL OF AGREEMENT

         This Agreement is not assignable by NeoMedia without the prior written
permission of U.S. Check except to an entity controlled by NeoMedia.

         This Agreement will survive any change of ownership, status, merger,
tranfer, assignment or acquisition. The new entity, under its new form, shall be
responsible for the administration and execution of this Agreement in its
entirety.

         XIII. FORCE MAJEURE

         Neither party will be in default hereunder by reason of its delay in
the performance of or failure to perform any of its obligations hereunder if the
delay or failure is caused by strikes, acts of God or the public enemy, riots,
incendiaries, interference by civil or military authorities, compliance with
governmental laws, rules, or regulations, delays in transit or delivery,
inability to secure governmental priorities for materials, or any fault beyond
its control or without its fault or negligence.

         XIV. ARBITRATION

         Any controversy or claim arising out of or relating to this Agreement,
or the breach thereof, will be settled by arbitration in accordance with the
Rules of the American Arbitration Association, and the judgment upon the award
rendered by the Arbitrator can be entered in any court having jurisdiction
thereof.


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         XV. GOVERNING LAW

         (A)  This Agreement shall be interpreted in accordance with the laws of
              The District of Columbia, Washington, D.C.

         (B)  If any provisions hereunder are illegal or unenforceable under the
              laws of the Territory, this Agreement will be otherwise unaffected
              unless U.S. Check, in its sole discretion, believes that the
              deletion of those provisions goes to the heart of this Agreement,
              in which event this Agreement will be terminable forthwith by U.S.
              Check.

         XVI. GENERAL PROVISIONS

         (A)  This Agreement contains all the understandings and representations
              between the parties relating to the matters referred to herein,
              supersedes any arrangements previously entered into between them
              with respect thereto, and can be amended only by a written
              supplement, duly executed on behalf of the respective parties.

         (B)  This Agreement will be binding upon Affiliates of NeoMedia.

         (C)  No term or condition of this Agreement will ever be considered as
              waived unless reduced to writing and duly executed by an officer
              of the waiving party. Any waiver by either party of a breach of
              any term or condition of this Agreement will not be considered as
              a waiver of any subsequent breach of the Agreement or any other
              term or condition hereof.

         (D)  The effective date of this Agreement will be that set forth in the
              beginning hereof, any approvals of any of the terms or conditions
              of this Agreement required by the laws of the Territory will be
              obtained by NeoMedia prior to that effective date.

         (E)  The paragraph headings are for convenience only and will not, be
              deemed to affect in any way the language of the provisions to
              which they refer.

         (F)  All notices will be sent to the last known address of the other
              party which have been communicated in writing and will be deemed
              to take effect five (5) days following the mailing thereof. Each
              party agrees to inform the other if they have availability of FAX
              and/or email, and if so, to furnish the appropriate FAX or email
              addresses. In this event, important notices will be transmitted
              via FAX or email, and they will be deemed to have been received
              upon acknowledgment thereof immediately following correct
              dispatch.

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         IN WITNESS WHEREOF, this Agreement has been executed by the duly
authorized officers of the respective parties, as of the date first above
written.

                             NEOMEDIA TECHNOLOGIES, INC.

                              
ATTEST:                      By: /s/ CHARLES W. FRITZ
                                ----------------------------
                                 Charles W. Fritz
                                  
/s/ ROBERT V. CHRISTIANSEN   Title: PRESIDENT
-------------------------          -------------------------
    Robert V. Christiansen         UNITED STATES CHECK COMPANY, INC.

                             
                             By: /s/ ILLEGIBLE               
ATTEST:                         ---------------------------- 

                                
/s/ ILLEGIBLE                Title: VICE PRESIDENT            
----------------------             -------------------------  


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                              EXHIBIT A PRICE LIST
                              --------------------

To Be Determined. Prices are dependent on volumes. In the event U.S. Check
permits licensees to manufacture non-micr forms for sale to end users, NeoMedia
shall be permitted to purchase such UV Smart enhanced forms from said authorized
manufacturers.

                       EXHIBIT B NEOMEDIA'S INITIAL ORDER
                       ----------------------------------

                                  To Be Determined