EXHIBIT 4.10

                           NeoMedia Technologies, Inc.

                                  Exhibit 4.10

                        1998 Stock Option Plan as Amended

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                           NEOMEDIA TECHNOLOGIES, INC.

                        1998 STOCK OPTION PLAN AS AMENDED

1.            PURPOSE OF THE PLAN

              This Stock Option Plan (the "Plan") is intended as an incentive to
key employees, consultants and directors of NeoMedia Technologies, Inc. (the
"Company") and its subsidiaries. The purpose of the Plan is to assist the
Company in retaining its employees with a high degree of training, experience
and ability, to attract new employees and consultants whose services are
considered unusually valuable and to provide stock ownership opportunities to
the members of the Board of Directors of the Company who are not employees of
the Company or a subsidiary ("Nonemployee Directors").

2.            GENERAL PROVISIONS

              2.1      Definitions

              As used in the Plan:

              (a)      "Board of Directors" means the Board of Directors of the
                       Company.

              (b)      "Code" means the Internal Revenue Code of 1986, including
                       any and all amendments thereto.

              (c)      "Committee" means the options committee appointed by the
                       Board of Directors from time to time to administer the
                       Plan pursuant to Section 2.2.

              (d)      "Common Stock" means the Company's Common Stock, $.01
                       par value.

              (e)      "Participant" means a person to whom a Stock Option has
                       been granted under the Plan.

              (f)      "Rule 16b-3" means Rule 16b-3 promulgated under the
                       Securities Exchange Act of 1934, as amended from time to
                       time, or any successor rule.

              (g)      "Stock Option" means an option granted under the Plan.

              (h)      "Subsidiary" means any corporation (other than the
                       Company) in an unbroken chain of corporations beginning
                       with the Company if, at the time of the granting of the
                       Stock Option, each of the corporations other than the
                       last corporation in the unbroken chain owns 50% or more
                       of the total voting power of all classes of stock in one
                       of the other corporations in such chain.

              2.2      Administration of the Plan

              (a)      The Plan shall be administered by the Committee which
                       shall at all times consist of two (2) or more persons,
                       each of whom shall be a member of the Board of Directors.
                       Each member of the Committee shall be a disinterested
                       person (as such term is defined in Rule 16b-3). The Board
                       of Directors may from time to time remove members from,
                       or add members to, the Committee. Vacancies on the
                       Committee, howsoever caused, shall be filled by the Board
                       of Directors. The Committee shall select one of its
                       members as Chairman, and shall hold meetings at such
                       times and places as it may determine.

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              (b)      The Committee shall have the full power, subject to and
                       within the limits of the Plan, to: (i) interpret and
                       administer the Plan, and Stock Options granted under it;
                       (ii) make and interpret rules and regulations for the
                       administration of the Plan and to make changes in and
                       revoke such rules and regulations (and in the exercise of
                       this power, shall generally determine all questions of
                       policy and expediency that may arise and may correct any
                       defect, omission, or inconsistency in the Plan or any
                       agreement evidencing the grant of any Stock Option in a
                       manner and to the extent it shall deem necessary to make
                       the Plan fully effective); (iii) determine those persons
                       to whom Stock Options shall be granted and the number of
                       Stock Options to be granted to any person; (iv) determine
                       the terms of Stock Options granted under the Plan,
                       consistent with the provisions of the Plan; and (v)
                       generally, exercise such powers and perform such acts in
                       connection with the Plan as are deemed necessary or
                       expedient to promote the best interests of the Company.
                       The interpretation and construction by the Committee of
                       any provision of the Plan or of any Stock Option shall be
                       final, binding and conclusive. Members of the Committee
                       shall be subject to any additional restrictions necessary
                       to satisfy the disinterested administration of the Plan
                       as required in Rule 16b-3.

              (c)      The Committee may act only by a majority of its members
                       then in office; however, the Committee may authorize any
                       one (1) or more of its members or any officer of the
                       Company to execute and deliver documents on behalf of the
                       Committee.

              (d)      No member of the Committee shall be liable for any action
                       taken or omitted to be taken or for any determination
                       made by him or her in good faith with respect to the
                       Plan, and the Company shall indemnify and hold harmless
                       each member of the Committee against any cost or expense
                       (including counsel fees) or liability (including any sum
                       paid in settlement of a claim with the approval of the
                       Committee) arising out of any act or omission in
                       connection with the administration or interpretation of
                       the Plan, unless arising out of such person's own fraud
                       or bad faith.

              2.3      Effective Date

              The Plan shall become effective upon its adoption by the Board of
Directors, and Stock Options may be granted upon such adoption and from time to
time thereafter, subject, however, to approval of the Plan by affirmative vote
of the holders of a majority of the shares of the Common Stock present in person
or by proxy and entitled to vote at an annual meeting of the shareholders of the
Company or at a special meeting of the shareholders of the Company expressly
called for such purposes, or any adjournments thereof, within 12 months after
the adoption of the Plan by the Board of Directors. If the Plan is not approved
at such annual or special meeting or at any adjournments thereof, this Plan and
all Stock Options previously granted thereunder shall become null and void.

              2.4      Duration

              If approved by the shareholders of the Company, as provided in
Section 2.3, unless sooner terminated by the Board of Directors, this Plan shall
remain in effect for a period of ten (10) years following its adoption by the
Board of Directors.

              2.5      Shares Subject to the Plan

              The maximum number of shares of Common Stock which may be subject
to Stock Options granted under the Plan shall be 8,000,000. The Stock Options
shall be subject to adjustment in accordance with Section 5, as appropriate, and
shares to be issued upon exercise of Stock Options may be either authorized and
unissued shares of Common Stock or authorized and issued shares of Common Stock
purchased or acquired by the Company for any purpose. If a Stock Option or
portion thereof shall expire or is terminated, canceled or surrendered for any
reason

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without being exercised in full, the unpurchased shares of Common Stock which
were subject to such Stock Option or portion thereof shall be available for
future grants of Stock Options under the Plan.

              2.6      Amendments

              The Plan may be suspended, terminated or reinstated, in whole or
in part, at any time by the Board of Directors, provided however, that without
the approval of NeoMedia's stockholders, no amendment shall be made which (i)
increases the maximum number of shares of Common Stock which may be subject to
stock options granted under the Plan, except for specified adjustment
provisions, (ii) extends the term of the Plan, (iii) increases the period during
which a stock option may be exercised beyond ten years from the date of the
grant, (iv) materially increase the benefits accruing to participants under the
Plan, (v) materially modifies the requirements as to eligibility for
participation in the Plan, or (vi) will cause stock options granted under the
Plan to fail to meet the requirements of Rule 16b-3. The Board of Directors may
from time to time make such amendments to the Plan as it may deem advisable.
Except as otherwise provided herein, termination or amendment of the Plan shall
not, without the consent of a Participant, affect such Participant's rights
under any Stock Options previously granted to such Participant.

              2.7      Participants and Grants

              Stock Options may be granted by the Committee to (i) directors,
officers and other full-time salaried employees of the Company and its
Subsidiaries with managerial, professional or supervisory responsibilities and
(ii) consultants and advisors who render bona fide services to the Company and
its Subsidiaries, in each case, where the Committee determines that such
officer, employee, consultant or advisor has the capacity to make a substantial
contribution to the success of the Company. The Committee may grant Stock
Options to purchase such number of shares of Common Stock (subject to the
limitations of Sections 2.5) as the Committee may, in its sole discretion,
determine. In granting Stock Options under the Plan, the Committee, on an
individual basis, may vary the number of Stock Options as between Participants
and may grant Stock Options to a Participant in such amounts as the Committee
may determine in its sole discretion.

3.            STOCK OPTIONS

              3.1      General

              All Stock Options granted under the Plan shall be evidenced by
written agreements executed by the Company and the Participant to whom granted,
which agreement shall state the number of shares of Common Stock which may be
purchased upon the exercise thereof and shall contain such investment
representations and other terms and conditions as the Committee may from time to
time determine.

              3.2      Price

              The purchase price per share of Common Stock subject to a Stock
Option shall be determined by the Committee which may be less than the fair
market value on the date of grant.

              3.3      Period

              The duration or term of each Stock Option granted under the Plan
shall be for such period as the Committee shall determine but in no event more
than ten (10) years from the date of grant thereof.

              3.4      Exercise

              Stock Options may be exercisable at such time or times as the
Committee shall specify when granting the Stock Options subject to satisfaction
of all conditions for exercise recited herein and in the Option Agreement.
Without limiting the foregoing, the Stock Options may not be exercised unless
the Participant at the time of such

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exercise shall have been in continuous employ of, or relationship with, the
Company up to the date of exercise, subject to the other provisions herein.

              Once exercisable, a Stock Option shall be exercisable, in whole or
in part, by delivery of a written notice of exercise to the Secretary of the
Company at the principal office of the Company specifying the number of shares
of Common Stock as to which the Stock Option is then being exercised together
with payment of the full purchase price for the shares being purchased upon such
exercise. Until the shares of Common Stock as to which a Stock Option is
exercised are issued, the Participant shall have none of the rights of a
shareholder of the Company with respect to such shares.

              3.5      Payment

              The purchase price for shares of Common Stock as to which a Stock
Option has been exercised and any amount required to be withheld, as
contemplated by Section 6.1, may be paid:

              (a)      In United States dollars in cash, or by check, bank draft
                       or money order payable in United States dollars to the
                       order of the Company; or

              (b)      By the delivery by the Participant to the Company of
                       whole "mature" shares of Common Stock ("mature shares"
                       being defined as those having been owned and held by the
                       Participant for a period equal to or in excess of six
                       months) having an aggregate fair market value on the date
                       of payment equal to the aggregate of the purchase price
                       of Common Stock as to which the Stock Option is then
                       being exercised; or

              (c)      By a combination of both (a) and (b) above.

The Committee may, in its discretion, impose limitations, conditions and
prohibitions on the use by a Participant of shares of Common Stock to pay the
purchase price payable by such Participant upon the exercise of a Stock Option.

              3.6      Termination of Employment or Other Relationship

              (a)      In the event a Participant's employment by, or
                       relationship with, the Company shall terminate for any
                       reason other than those reasons specified in Sections
                       3.6(b), (c), (d), (e) or (g) hereof while such
                       Participant holds Stock Options granted under the Plan,
                       then all rights of any kind under any outstanding Option
                       held by such Participant which shall not have previously
                       lapsed or terminated shall expire immediately.

              (b)      If a Participant's employment by, or relationship with,
                       the Company or its Subsidiaries shall terminate as a
                       result of such Participant's total disability, each Stock
                       Option held by such Participant (which has not previously
                       lapsed or terminated) shall be exercisable by such
                       Participant for a period of one year after termination
                       but only to the extent the Option is otherwise
                       exercisable during that period. For purposes of the
                       foregoing sentence, "total disability" shall mean
                       permanent mental or physical disability as determined by
                       the Committee.

              (c)      In the event of the death of a Participant, each Stock
                       Option held by such Participant (which has not previously
                       lapsed or terminated) shall be exercisable by the
                       executor or administrator of the Participant's estate or
                       by the person or persons to whom the deceased
                       Participant's rights thereunder shall have passed by will
                       or by the laws of descent or distribution, for a period
                       of one year after such Participant's death but only to
                       the extent the Option is otherwise exercisable during
                       that period.

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              (d)      In the case of a Participant who is an employee of the
                       Company, if a Participant's employment by the Company
                       shall terminate by reason of such Participant's
                       retirement in accordance with Company policies, each
                       Stock Option held by such Participant at the date of
                       termination (which has not previously lapsed or
                       terminated) shall be exercisable for a period of three
                       (3) months after termination, but only to the extent the
                       Option is otherwise exercisable during that period.

              (e)      In the event the Company terminates the employment of a
                       Participant who at the time of such termination was an
                       officer of the Company and had been continuously employed
                       by the Company during the two (2) year period immediately
                       preceding such termination, for any reason except "good
                       cause" (hereafter defined) and except upon such
                       Participant's death, total disability or retirement in
                       accordance with Company policies, each Stock Option held
                       by such Participant (which has not previously lapsed or
                       terminated and which has been held by such Participant
                       for more than six (6) months prior to such termination)
                       shall be exercisable for a period of three (3) months
                       after such termination, but only to the extent the Option
                       is otherwise exercisable during that period. A
                       termination for "good cause" shall be deemed to have
                       occurred only if the Participant in question (i) is
                       terminated by written notice for dishonesty, because of
                       his conviction of a felony, or because of his violation
                       of any material provision of any employment or other
                       agreement, written or oral, with the Company or any of
                       its Subsidiaries, or (ii) shall voluntarily resign or
                       terminate his employment with the Company or any of its
                       Subsidiaries under or followed by such circumstances as
                       would constitute a breach of any material provision of
                       any employment or other agreement between him and the
                       Company or any of its Subsidiaries, or (iii) shall have
                       committed an act of dishonesty not discovered by the
                       Company or any of its Subsidiaries prior to the cessation
                       of his employment with the Company or any of its
                       Subsidiaries, but which would have resulted in his
                       discharge if discovered prior to such date, or (iv)
                       shall, either before or after cessation of his employment
                       with the Company or any of its Subsidiaries, without the
                       written consent of the Company or any of its
                       Subsidiaries, use (except for the benefit of the Company
                       or any of its Subsidiaries) or disclose to any other
                       person any confidential information relating to the
                       continuation or proposed continuation of the business or
                       any trade secrets of the Company of any of its
                       Subsidiaries obtained as a result of or in connection
                       with such employment.

              (f)      Notwithstanding the foregoing, if at any time after
                       termination a Participant engages in "detrimental
                       activity" (as hereinafter defined), the Committee in its
                       discretion may cause the Participant's right to exercise
                       such option to be forfeited. If an allegation of
                       detrimental activity by a Participant is made to the
                       Committee, the exercisability of the Participant's
                       options will be suspended for up to two months to permit
                       the investigation of such allegation. For purposes of
                       this section, "detrimental activity" means activity that
                       is determined by the Committee in its sole and absolute
                       discretion to be detrimental to the interests of the
                       Company or any of its Subsidiaries, including but not
                       limited to situations where such Participant: (1)
                       divulges trade secrets of the Company, proprietary data
                       or other confidential information relating to the Company
                       or to the business of the Company and any Subsidiaries,
                       (2) enters into employment with a competitor under
                       circumstances suggesting that such Participant will be
                       using unique or special knowledge gained as a Company
                       employee to compete with the Company, (3) is convicted by
                       a court of competent jurisdiction of any felony or a
                       crime involving moral turpitude, (4) uses information
                       obtained during the course of his or her employment for
                       his or her own purposes, such as for the solicitation of
                       business, (5) is determined to have engaged (whether or
                       not prior to termination due to retirement) in either
                       gross misconduct or criminal activity harmful to the
                       Company, or (6) takes any action that harms the business
                       interests, reputation, or goodwill of the Company and/or
                       its subsidiaries.

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              (g)      In the case of Stock Options granted to a nonemployee
                       director who ceases to be a member of the Board of
                       Directors, such Stock Options then held by such
                       individual shall be exercisable within one year after
                       such termination of service.

              3.7      Effect of Leaves of Absence

              It shall not be considered a termination of employment when a
Participant is on military or sick leave or such other type leave of absence
which is considered as continuing intact the employment relationship of the
Participant with the Company or any of its Subsidiaries. In case of such leave
of absence, the employment relationship shall be deemed to have continued until
the later of (i) the date when such leave shall have lasted ninety (90) days in
duration, or (ii) the date as of which the Participant's right to employment
shall have no longer been guaranteed either by statute or contract.

4.            ASSIGNABILITY OF STOCK OPTIONS

              Stock Options granted under the Plan shall not be assignable or
otherwise transferable by the recipient except by will or the laws of intestate
succession, or pursuant to a qualified domestic relations order as defined by
the Code or Title I of the Employee Retirement Income Security Act, or the rules
thereunder. Otherwise, Stock Options granted under this Plan shall be
exercisable during the lifetime of the Participant only by the Participant for
his or her individual account, and no purported assignment or transfer of such
Stock Options thereunder, whether voluntary or involuntary, by operation of law
or otherwise, shall vest in the purported assignee or transferee any interest or
right therein whatsoever but immediately upon any such purported assignment or
transfer, or any attempt to make the same, such Stock Options thereunder shall
terminate and become of no further effect.

5.            REORGANIZATION AND RECAPITALIZATION OF THE COMPANY

              (a)      The existence of this Plan and Stock Options granted
                       hereunder shall not affect in any way the right or power
                       of the Company or its stockholders to make or authorize
                       any or all adjustments, recapitalization, reorganizations
                       or other changes in the Company's capital structure or
                       its business, or any merger or consolidation of the
                       Company, or any issue of bonds, debentures, preferred or
                       prior preference stocks ahead of or affecting the Common
                       Stock or the rights thereof, or the dissolution or
                       liquidation of the Company, or any sale or transfer of
                       all or any part of its assets or business, or any other
                       corporate act or proceeding, whether of a similar
                       character or otherwise.

              (b)      Except as hereinafter provided, the issue by the Company
                       of shares of stock of any class, or securities
                       convertible into shares of stock of any class, for cash
                       or property, or for labor or services, either upon direct
                       sale or upon exercise of rights or warrants to subscribe
                       therefor, or upon conversion of shares or obligations of
                       the Company convertible into such shares or other
                       securities, shall not affect, and no adjustment by reason
                       thereof shall be made with respect to, the number of
                       shares of Common Stock subject to Stock Options granted
                       hereunder.

              (c)      If, and whenever, prior to the delivery by the Company or
                       a Subsidiary of all of the shares of Common Stock which
                       are subject to the Stock Options or rights granted
                       hereunder, the Company shall effect a subdivision or
                       consolidation of shares or other capital readjustments,
                       the payment of a stock dividend or other increase or
                       reduction of the number of shares of the Common Stock
                       outstanding without receiving compensation therefor in
                       money, services or property, the number of shares subject
                       to the Plan shall be proportionately adjusted and the
                       number of shares with respect to which Stock Options
                       granted hereunder may thereafter be exercised shall:


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                       (i)  in the event of an increase in the number of
                            outstanding shares, be proportionately increased,
                            and the cash consideration (if any) payable per
                            share shall be proportionately reduced; and

                       (ii) in the event of a reduction in the number of
                            outstanding shares, be proportionately reduced, and
                            the cash consideration (if any) payable per share
                            shall be proportionately increased.

              (d)      If the Company merges with one or more corporations, or
                       consolidates with one or more corporations and the
                       Company shall be the surviving corporation, thereafter,
                       upon any exercise of Stock Options granted hereunder, the
                       Participant shall, at no additional cost (other than the
                       option price, if any) be entitled to receive (subject to
                       any required action by stockholders) in lieu of the
                       number of shares as to which such Stock Options shall
                       then be exercisable the number and class of shares of
                       stock or other securities to which the Participant would
                       have been entitled pursuant to the terms of the agreement
                       of merger or consolidation, if immediately prior to such
                       merger or consolidation the Participant had been the
                       holder of record of the number of shares of Common Stock
                       of the Company equal to the number of shares as to which
                       such Stock Options shall be exercisable. Upon any
                       reorganization, merger or consolidation where the Company
                       is not the surviving corporation, the Committee shall
                       have the right to make all outstanding options vest and
                       be exercisable immediately, by giving notice to each
                       holder thereof or his or her personal representative and
                       by permitting the exercise for a period not to exceed
                       ninety (90) days from the date of such determination by
                       the Committee. Upon liquidation or dissolution of the
                       Company, all outstanding options shall be cancelled.

6.            MISCELLANEOUS PROVISIONS

              6.1      Withholding

              The Company's obligations under this Plan shall be subject to
applicable federal, state and local tax withholding requirements. Federal, state
and local withholding tax due at the time of a grant or upon the exercise of any
Stock Option may, in the discretion of the Committee, be paid in shares of
Common Stock already owned by the Participant or through the withholding of
shares otherwise issuable to such Participant, upon such terms and conditions as
the Committee shall determine. If the Participant shall fail to pay, or make
arrangements satisfactory to the Committee for the payment, to the Company of
all such federal, state and local taxes required to be withheld by the Company,
then the Company shall, to the extent permitted by law, have the right to deduct
from any payment of any kind otherwise due to such Participant an amount equal
to any federal, state or local taxes of any kind required to be withheld by the
Company.

              6.2      Compliance with Law and Approval of Regulatory Bodies

              No Stock Option shall be exercisable and no shares will be
delivered under the Plan except in compliance with all applicable federal and
state laws and regulations including, without limitation, compliance with all
federal and state securities laws and withholding tax requirements and with the
rules of the NASDAQ Small Cap Market and of all other domestic stock exchanges
on which the Common Stock may be listed. Any share certificate issued to
evidence shares for which a Stock Option is exercised may bear legends and
statements the Committee shall deem advisable to assure compliance with federal
and state laws and regulations. No Stock Option shall be exercisable and no
shares will be delivered under the Plan, until the Company has obtained consent
or approval from regulatory bodies, federal or state, having jurisdiction over
such matters as the Committee may deem advisable. In the case of the exercise of
a Stock Option by a person or estate acquiring the right to exercise the Stock
Option as a result of the death of the Participant, the Committee may require
reasonable evidence as to the ownership of the Stock Option and may require
consents and releases of taxing authorities that it may deem advisable.

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              6.3      No Right to Employment

              Neither the adoption of the Plan nor its operation, nor any
document describing or referring to the Plan, or any part thereof, nor the
granting of any Stock Options hereunder, shall confer upon any Participant under
the Plan any right to continue in the employ of the Company or any Subsidiary,
or shall in any way affect the right and power of the Company or any Subsidiary
to terminate the employment of any Participant at any time with or without
assigning a reason therefore, to the same extent as might have been done if the
Plan had not been adopted.

              6.4      Exclusion from Pension Computations

              By acceptance of a grant of a Stock Option under the Plan, the
Participant shall be deemed to agree that any income realized upon the receipt
or exercise thereof or upon the disposition of the shares received upon exercise
will not be taken into account as "base remuneration", "wages", "salary" or
"compensation" in determining the amount of any contribution to or payment or
any other benefit under any pension, retirement, incentive, profit-sharing or
deferred compensation plan of the Company or any Subsidiary.

              6.5      Abandonment of Options

              A Participant may at any time abandon a Stock Option prior to its
expiration date. The abandonment shall be evidenced in writing, in such form as
the Committee may from time to time prescribe. A Participant shall have no
further rights with respect to any Stock Option so abandoned.

              6.6      Severability as to Rule 16b-3

              If any of the terms or provisions of the Plan conflict with the
requirements of Rule 16b-3, then such terms or provisions shall be deemed
inoperative to the extent they so conflict with the requirements of Rule 16b-3.

              6.7      Interpretation of the Plan

              Headings are given to the Sections of the Plan solely as a
convenience to facilitate reference. Such headings, numbering and paragraphing
shall not in any case be deemed in any way material or relevant to the
construction of the Plan or any provision hereof. The use of the masculine
gender shall also include within its meaning the feminine. The use of the
singular shall also include within its meaning the plural and vice versa.

              6.8      Use of Proceeds

              Funds received by the Company upon the exercise of Stock Options
shall be used for the general corporate purposes of the Company.

              6.9      Construction of Plan

              The place of administration of the Plan shall be in the State of
Florida, and the validity, construction, interpretation, administration and
effect of the Plan and of its rules and regulations, and rights relating to the
Plan, shall be determined solely in accordance with the laws of the State of
Florida.

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