EXHIBIT 10.17


                         EQUITY LINE OF CREDIT AGREEMENT

AGREEMENT dated as of the 6th day of May, 2002 (the "AGREEMENT") between CORNELL
CAPITAL  PARTNERS,  LP, a Delaware  limited  partnership (the  "INVESTOR"),  and
NEOMEDIA  TECHNOLOGIES INC., a corporation organized and existing under the laws
of the State of Delaware (the "COMPANY").

WHEREAS,  the parties desire that,  upon the terms and subject to the conditions
contained herein, the Company shall issue and sell to the Investor, from time to
time as provided herein,  and the Investor shall purchase from the Company up to
Five Million ($5,000,000) Dollars of the Company's common stock, par value $0.01
per share (the  "COMMON  STOCK"),  for a total  purchase  price of Five  Million
($5,000,000) Dollars; and

WHEREAS,  such  investments  will be made in  reliance  upon the  provisions  of
Regulation D ("REGULATION D") of the Securities Act of 1933, as amended, and the
regulations  promulgated  there under (the  "SECURITIES  ACT"), and or upon such
other exemption from the registration  requirements of the Securities Act as may
be available with respect to any or all of the investments to be made hereunder.

WHEREAS, the Company has engaged Westrock Advisors, Inc. to act as the Company's
exclusive  placement agent in connection  with the sale of the Company's  Common
Stock to the Investor hereunder.

NOW, THEREFORE, the parties hereto agree as follows:

                                   ARTICLE I.
                               CERTAIN DEFINITIONS

Section 1.1. "ADVANCE" shall mean the portion of the Commitment Amount requested
by the Company in the Advance Notice.

Section 1.2. "ADVANCE DATE" shall mean the date Butler Gonzalez LLP/First Union
Escrow Account is in receipt of the funds from the Investor and Butler Gonzalez
LLP, as the Investor's Counsel, is in possession of free trading shares from the
Company and therefore an Advance by the Investor to the Company can be made and
Butler Gonzalez LLP can release the free trading shares to the Investor. No
Advance Date shall be less than six (6) Trading Days after an Advance Notice
Date.

Section 1.3. "ADVANCE NOTICE" shall mean a written notice to the Investor
setting forth the Advance amount that the Company requests from the Investor and
the Advance Date.

Section 1.4. "ADVANCE NOTICE DATE" shall mean each date the Company delivers to
the Investor an Advance Notice requiring the Investor to advance funds to the
Company, subject to the terms of this Agreement. No Advance Notice Date shall be
less than seven(7) Trading Days after the prior Advance Notice Date.

Section 1.5. "BID PRICE" shall mean, on any date, the closing bid price (as
reported by Bloomberg L.P.) of the Common Stock on the Principal Market or if
the Common Stock is not traded on a Principal Market, the highest reported bid
price for the Common Stock, as furnished by the National Association of
Securities Dealers, Inc.

Section 1.6. "CLOSING" shall mean one of the closings of a purchase and sale of
Common Stock pursuant to Section 2.3.

Section 1.7. "COMMITMENT AMOUNT" shall mean the aggregate amount of up to Five
Million Dollars ($5,000,000) which the Investor has agreed to provide to the
Company in order to purchase the Company's Common Stock pursuant to the terms
and conditions of this Agreement, provided that the Company shall not request an
Advance if the issuance of the full number of shares of Common Stock issuable in
connection with such Advance would result in a violation of the Listing
Qualifications of the National Association of Securities Dealers, Inc Market


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<PAGE>
Place Rules (or any similar applicable section) unless the necessary shareholder
approval or consent has been received prior to such request.

Section 1.8. "COMMITMENT PERIOD" shall mean the period commencing on the earlier
to occur of (i) the Effective Date, or (ii) such earlier date as the Company and
the Investor may mutually agree in writing, and expiring on the earliest to
occur of (x) the date on which the Investor shall have made payment of Advances
pursuant to this Agreement in the aggregate amount of Five Million Dollars
($5,000,000), (y) the date this Agreement is terminated pursuant to Section 2.5,
or (z) the date occurring twenty four (24) months after the Effective Date.

Section 1.9. "COMMON STOCK" shall mean the Company's common stock, par value
$0.01 per share.

Section 1.10. "CONDITION SATISFACTION DATE" shall have the meaning set forth in
Section 7.2.

Section 1.11. "DAMAGES" shall mean any loss, claim, damage, liability, costs and
expenses (including, without limitation, reasonable attorney's fees and
disbursements and costs and expenses of expert witnesses and investigation).

Section 1.12. "EFFECTIVE DATE" shall mean the date on which the SEC first
declares effective a Registration Statement registering the resale of the
Registrable Securities as set forth in Section 7.2(a).

Section 1.13. "ESCROW AGREEMENT" shall mean the escrow agreement among the
Company, the Investor, the Investor's Counsel and First Union National Bank
dated the date hereof.

Section 1.14. "EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, as
amended, and the rules and regulations promulgated there under.

Section 1.15. "MATERIAL ADVERSE EFFECT" shall mean any condition, circumstance,
or situation that would prohibit or otherwise materially interfere with the
ability of the Company to enter into and perform any of its obligations under
this Agreement or the Registration Rights Agreement in any material respect.

Section 1.16. "MARKET PRICE" shall mean the lowest closing Bid Price of the
Common Stock during the Pricing Period.

Section 1.17. "MAXIMUM ADVANCE AMOUNT" shall be equal up to Twenty Five Thousand
Dollars ($25,000) per Advance Notice.

Section 1.18 "NASD" shall mean the National Association of Securities Dealers,
Inc.

Section 1.19 "PERSON" shall mean an individual, a corporation, a partnership, an
association, a trust or other entity or organization, including a government or
political subdivision or an agency or instrumentality thereof.

Section 1.20 "PLACEMENT AGENT" shall mean Westrock Advisors, Inc. a registered
broker-dealer.

Section 1.21 "PRICING PERIOD" shall mean the five (5) consecutive Trading Days
after the Advance Notice Date.

Section 1.22 "PRINCIPAL MARKET" shall mean the Nasdaq National Market, the
Nasdaq SmallCap Market, the American Stock Exchange, the OTC Bulletin Board or
the New York Stock Exchange, whichever is at the time the principal trading
exchange or market for the Common Stock.

Section 1.23 "PURCHASE PRICE" shall be set at ninety eight percent (98%) of the
Market Price during the Pricing Period.

Section 1.24 "REGISTRABLE SECURITIES" shall mean the shares of Common Stock (i)
in respect of which the Registration Statement has not been declared effective
by the SEC, (ii) which have not been sold under circumstances meeting all of the
applicable conditions of Rule 144 (or any similar provision then in force) under
the Securities Act ("RULE 144") or (iii) which have not been otherwise
transferred to a holder who may trade such shares without restriction


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<PAGE>

under the  Securities  Act, and the Company has delivered a new  certificate  or
other  evidence of  ownership  for such  securities  not  bearing a  restrictive
legend.

Section 1.25 "REGISTRATION RIGHTS AGREEMENT" shall mean the Registration Rights
Agreement dated the date hereof, regarding the filing of the Registration
Statement for the resale of the Registrable Securities, entered into between the
Company and the Investor.

Section 1.26 "REGISTRATION STATEMENT" shall mean a registration statement on
Form S-1 or SB-2 (if use of such form is then available to the Company pursuant
to the rules of the SEC and, if not, on such other form promulgated by the SEC
for which the Company then qualifies and which counsel for the Company shall
deem appropriate, and which form shall be available for the resale of the
Registrable Securities to be registered there under in accordance with the
provisions of this Agreement and the Registration Rights Agreement, and in
accordance with the intended method of distribution of such securities), for the
registration of the resale by the Investor of the Registrable Securities under
the Securities Act.

Section 1.27 "REGULATION D" shall have the meaning set forth in the recitals of
this Agreement.

Section 1.28 "SEC" shall mean the Securities and Exchange Commission.

Section 1.29 "SECURITIES ACT" shall have the meaning set forth in the recitals
of this Agreement.

Section 1.30 "SEC DOCUMENTS" shall mean Annual Reports on Form 10K, Quarterly
Reports on Form 10Q, Current Reports on Form 8K and Proxy Statements of the
Company as supplemented to the date hereof, filed by the Company for a period of
at least twelve (12) months immediately preceding the date hereof or the Advance
Date, as the case may be, until such time as the Company no longer has an
obligation to maintain the effectiveness of a Registration Statement as set
forth in the Registration Rights Agreement.

Section 1.31 "TRADING DAY" shall mean any day during which the New York Stock
Exchange shall be open for business.

                                   ARTICLE II.
                                    ADVANCES

Section 2.1. INVESTMENTS.

(a) ADVANCES. Upon the terms and conditions set forth herein (including, without
limitation, the provisions of Article VII hereof), on any Advance Notice Date
the Company may request an Advance by the Investor by the delivery of an Advance
Notice. The number of shares of Common Stock that the Investor shall receive for
each Advance shall be determined by dividing the amount of the Advance by the
Purchase Price. No fractional shares shall be issued. Fractional shares shall be
rounded to the next higher whole number of shares. The aggregate maximum amount
of all Advances that the Investor shall be obligated to make under this
Agreement shall not exceed the Commitment Amount. Notwithstanding the foregoing
the Company shall only be entitled to an Advance if the Company's Common Stock
has an active bid at all times during the Pricing Period.

(b) The Company acknowledges that the Investor may sell the Company's Common
Stock purchased pursuant to an Advance Notice during the corresponding Pricing
Period.

(c) The Company acknowledges that the Investor may sell the Company's Common
Stock purchased pursuant to an Advance Notice during the corresponding Pricing
Period.



Section 2.2. MECHANICS.

(a) ADVANCE NOTICE. At any time during the Commitment Period, the Company may
deliver an Advance Notice to the Investor, subject to the conditions set forth
in Section 7.2; provided, however, unless waived by the Investor, the amount for
each Advance as designated by the Company in the applicable Advance Notice,
shall not be more than the Maximum Advance Amount. The aggregate amount of the
Advances pursuant to this Agreement shall not exceed the Commitment Amount,


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<PAGE>

unless otherwise agreed by the Investor in the Investor's sole and absolute
discretion. The Company acknowledges that the Investor may sell shares of the
Company's Common Stock corresponding with a particular Advance Notice on the day
the Advance Notice is received by the Investor. There will be a minimum of seven
(7) Trading Days between each Advance Notice Date.

(b) DATE OF DELIVERY OF ADVANCE NOTICE. An Advance Notice shall be deemed
delivered on (i) the Trading Day it is received by facsimile or otherwise by the
Investor if such notice is received prior to 12:00 noon Eastern Time, or (ii)
the immediately succeeding Trading Day if it is received by facsimile or
otherwise after 12:00 noon Eastern Time on a Trading Day or at any time on a day
which is not a Trading Day. No Advance Notice may be deemed delivered, on a day
that is not a Trading Day.

(c) PRE-CLOSING SHARE CREDIT. Within two (2) business days after the Advance
Notice Date, the Company shall credit shares of the Company's Common Stock to
the Investor's balance account with The Depository Trust Company through its
Deposit Withdrawal At Custodian system, in an amount equal to the amount of the
requested Advance divided by the closing Bid Price of the Company's Common Stock
as of the Advance Notice Date multiplied by one point one (1.1). Any adjustments
to the number of shares to be delivered to the Investor at the Closing as a
result of fluctuations in the closing Bid Price of the Company's Common Stock
shall be made as of the date of the Closing. Any excess shares shall be credited
to the next Advance. In no event shall the number of shares issuable to the
Investor pursuant to an Advance exceed nine and 9/10 percent (9.9%) of the then
outstanding Common Stock of the Company.

(d) In the event the Investor sells the Company's Common Stock pursuant to
subsection (c) above and the Company fails to perform it's obligations as
mandated in Section 2.5 and 2.2 (c), and specifically fails to provide the
Investor with the shares of Common Stock for the applicable Advance, the Company
acknowledges that the Investor shall suffer financial hardship and therefore
shall be liable for any and all losses, commissions, fees, or financial hardship
caused to the Investor.



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<PAGE>

Section 2.3. CLOSINGS. On each Advance Date, which shall be six (6) Trading Days
after an Advance Notice Date, (i) the Company shall deliver to the Investor's
Counsel, as defined pursuant to the Escrow Agreement, shares of the Company's
Common Stock, representing the amount of the Advance by the Investor pursuant to
Section 2.1 herein, registered in the name of the Investor which shall be
delivered to the Investor, or otherwise in accordance with the Escrow Agreement
and (ii) the Investor shall deliver to First Union National Bank (the "ESCROW
AGENT") the amount of the Advance specified in the Advance Notice by wire
transfer of immediately available funds which shall be delivered to the Company,
or otherwise in accordance with the Escrow Agreement. In addition, on or prior
to the Advance Date, each of the Company and the Investor shall deliver to the
other through the Investor's Counsel all documents, instruments and writings
required to be delivered or reasonably requested by either of them pursuant to
this Agreement in order to implement and effect the transactions contemplated
herein. Payment of funds to the Company and delivery of the Company's Common
Stock to the Investor shall occur in accordance with the conditions set forth
above and those contained in the Escrow Agreement; PROVIDED, HOWEVER, that to
the extent the Company has not paid the fees, expenses, and disbursements of the
Investor or its Investor's counsel in accordance with Section 12.4, the amount
of such fees, expenses, and disbursements may be deducted by the Investor (and
shall be paid to the relevant party) from the amount of the Advance with no
reduction in the amount of shares of the Company's Common Stock to be delivered
on such Advance Date.

Section 2.4. TERMINATION OF INVESTMENT. The obligation of the Investor to make
an Advance to the Company pursuant to this Agreement shall terminate permanently
(including with respect to an Advance Date that has not yet occurred) in the
event that (i) there shall occur any stop order or suspension of the
effectiveness of the Registration Statement for an aggregate of fifty (50)
Trading Days, other than due to the acts of the Investor, during the Commitment
Period, and (ii) the Company shall at any time fail materially to comply with
the requirements of Article VI and such failure is not cured within thirty (30)
days after receipt of written notice from the Investor, PROVIDED, HOWEVER, that
this termination provision shall not apply to any period commencing upon the
filing of a post-effective amendment to such Registration Statement and ending
upon the date on which such post effective amendment is declared effective by
the SEC..

Section 2.5. AGREEMENT TO ADVANCE FUNDS.

(a) The Investor agrees to advance the amount specified in the Advance Notice to
the Company after the completion of each of the following conditions and the
other conditions set forth in this Agreement:

         (i) the execution and delivery by the Company, and the Investor, of
         this Agreement, and the Exhibits hereto;

         (ii) Investor's Counsel shall have received the shares of Common Stock
         applicable to the Advance in accordance with Section 2.2(c) hereof;

         (iii) the Company's Registration Statement with respect to the resale
         of the Registrable Securities in accordance with the terms of the
         Registration Rights Agreement shall have been declared effective by the
         SEC;

         (iv) the Company shall have obtained all material permits and
         qualifications required by any applicable state for the offer and sale
         of the Registrable Securities, or shall have the availability of
         exemptions there from. The sale and issuance of the Registrable
         Securities shall be legally permitted by all laws and regulations to
         which the Company is subject;

         (v) the Company shall have filed with the Commission in a timely manner
         all reports, notices and other documents required of a "reporting
         company" under the Exchange Act and applicable Commission regulations;

         (vi) the fees as set forth in Section 12.4 below shall have been paid
         or can be withheld as provided in Section 2.3; and

         (vii) the conditions set forth in Section 7.2 shall have been
         satisfied.



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<PAGE>

         (viii) The Company shall have provided to the Investor an
         acknowledgement, to the satisfaction of the Investor, from the
         Company's accountants as to the accountant's ability to provide all
         consents required in order to file a registration statement in
         connection with this transaction;

         (ix) The Company's transfer agent shall be DWAC eligible.

Section 2.6. LOCK UP PERIOD.

(a) The Company shall not,  without the prior consent of the Investor,  issue or
sell (i) any Common Stock without consideration or for a consideration per share
less  than  the Bid  Price  on the date of  issuance  or (ii)  issue or sell any
warrant, option, right, contract, call, or other security or instrument granting
the holder  thereof the right to acquire Common Stock without  consideration  or
for a consideration per share less than the Bid Price on the date of issuance.

(b) On the date hereof, the Company shall obtain from each officer and director
a lock-up agreement, as defined below, in the form annexed hereto as Schedule
2.6(b) agreeing to only sell in compliance with the volume limitation of Rule
144.

                                  ARTICLE III.
                   REPRESENTATIONS AND WARRANTIES OF INVESTOR

Investor  hereby  represents  and warrants to, and agrees with, the Company that
the following are true and as of the date hereof and as of each Advance Date:



                                    10.17-6
<PAGE>

Section 3.1. ORGANIZATION AND AUTHORIZATION. The Investor is duly incorporated
or organized and validly existing in the jurisdiction of its incorporation or
organization and has all requisite power and authority to purchase and hold the
securities issuable hereunder. The decision to invest and the execution and
delivery of this Agreement by such Investor, the performance by such Investor of
its obligations hereunder and the consummation by such Investor of the
transactions contemplated hereby have been duly authorized and requires no other
proceedings on the part of the Investor. The undersigned has the right, power
and authority to execute and deliver this Agreement and all other instruments
(including, without limitations, the Registration Rights Agreement), on behalf
of the Investor. This Agreement has been duly executed and delivered by the
Investor and, assuming the execution and delivery hereof and acceptance thereof
by the Company, will constitute the legal, valid and binding obligations of the
Investor, enforceable against the Investor in accordance with its terms.

Section 3.2. EVALUATION OF RISKS. The Investor has such knowledge and experience
in financial tax and business matters as to be capable of evaluating the merits
and risks of, and bearing the economic risks entailed by, an investment in the
Company and of protecting its interests in connection with this transaction. It
recognizes that its investment in the Company involves a high degree of risk.

Section 3.3. NO LEGAL ADVICE FROM THE COMPANY. The Investor acknowledges that it
had the opportunity to review this Agreement and the transactions contemplated
by this Agreement with his or its own legal counsel and investment and tax
advisors. The Investor is relying solely on such counsel and advisors and not on
any statements or representations of the Company or any of its representatives
or agents for legal, tax or investment advice with respect to this investment,
the transactions contemplated by this Agreement or the securities laws of any
jurisdiction.

Section 3.4. INVESTMENT PURPOSE. The securities are being purchased by the
Investor for its own account, for investment and without any view to the
distribution, assignment or resale to others or fractionalization in whole or in
part. The Investor agrees not to assign or in any way transfer the Investor's
rights to the securities or any interest therein and acknowledges that the
Company will not recognize any purported assignment or transfer except in
accordance with applicable Federal and state securities laws. No other person
has or will have a direct or indirect beneficial interest in the securities. The
Investor agrees not to sell, hypothecate or otherwise transfer the Investor's
securities unless the securities are registered under Federal and applicable
state securities laws or unless, in the opinion of counsel satisfactory to the
Company, an exemption from such laws is available.

Section 3.5. ACCREDITED INVESTOR. Investor is an "ACCREDITED INVESTOR" as that
term is defined in Rule 501(a)(3) of Regulation D of the Securities Act.

Section 3.6. INFORMATION. The Investor and its advisors (and its counsel), if
any, have been furnished with all materials relating to the business, finances
and operations of the Company and information it deemed material to making an
informed investment decision. The Investor and its advisors, if any, have been
afforded the opportunity to ask questions of the Company and its management.
Neither such inquiries nor any other due diligence investigations conducted by
such Investor or its advisors, if any, or its representatives shall modify,
amend or affect the Investor's right to rely on the Company's representations
and warranties contained in this Agreement. The Investor understands that its
investment involves a high degree of risk. The Investor is in a position
regarding the Company, which, based upon employment, family relationship or
economic bargaining power, enabled and enables such Investor to obtain
information from the Company in order to evaluate the merits and risks of this
investment. The Investor has sought such accounting, legal and tax advice, as it
has considered necessary to make an informed investment decision with respect to
this transaction.

Section 3.7. RECEIPT OF DOCUMENTS. The Investor and its counsel has received and
read in their entirety: (i) this Agreement and the Exhibits annexed hereto; (ii)
all due diligence and other information necessary to verify the accuracy and
completeness of such representations, warranties and covenants; (iii) the
Company's Form 10K for the year ended year ended December 31, 2001 and Form 10 Q
for the periods ended June 30, 2001 and September 30, 2001; and (v) answers to
all questions the Investor submitted to the Company regarding an investment in
the Company; and the Investor has relied on the information contained therein
and has not been furnished any other documents, literature, memorandum or
prospectus.

Section 3.8. REGISTRATION RIGHTS AGREEMENT AND ESCROW AGREEMENT. The parties
have entered into the Registration Rights Agreement and the Escrow Agreement,
each dated the date hereof.



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Section 3.9. NO GENERAL SOLICITATION. Neither the Company, nor any of its
affiliates, nor any person acting on its or their behalf, has engaged in any
form of general solicitation or general advertising (within the meaning of
Regulation D under the Securities Act) in connection with the offer or sale of
the shares of Common Stock offered hereby.

Section 3.10. NOT AN AFFILIATE. The Investor is not an officer, director or a
person that directly, or indirectly through one or more intermediaries, controls
or is controlled by, or is under common control with the Company or any
"AFFILIATE" of the Company (as that term is defined in Rule 405 of the
Securities Act). Neither the Investor nor its Affiliates has an open short
position in the Common Stock of the Company, and the Investor agrees that it
will not, and that it will cause its Affiliates not to, engage in any short
sales of or hedging transactions with respect to the Common Stock, provided that
the Company acknowledges and agrees that upon receipt of an Advance Notice the
Investor will sell the Shares to be issued to the Investor pursuant to the
Advance Notice, even if the Shares have not been delivered to the Investor.

                                   ARTICLE IV.
                  REPRESENTATIONS AND WARRANTIES OF THE COMPANY

Except as stated below,  on the disclosure  schedules  attached hereto or in the
SEC Documents (as defined  herein),  the Company hereby  represents and warrants
to, and covenants  with, the Investor that the following are true and correct as
of the date hereof:

Section 4.1. ORGANIZATION AND QUALIFICATION. The Company is duly incorporated or
organized and validly existing in the jurisdiction of its incorporation or
organization and has all requisite power and authority corporate power to own
its properties and to carry on its business as now being conducted. Each of the
Company and its subsidiaries is duly qualified as a foreign corporation to do
business and within ten (10) days of the date hereof will be in good standing in
every jurisdiction in which the nature of the business conducted by it makes
such qualification necessary, except to the extent that the failure to be so
qualified or be in good standing would not have a Material Adverse Effect on the
Company and its subsidiaries taken as a whole.

Section 4.2. AUTHORIZATION, ENFORCEMENT, COMPLIANCE WITH OTHER INSTRUMENTS. (i)
The Company has the requisite corporate power and authority to enter into and
perform this Agreement, the Registration Rights Agreement and any related
agreements, in accordance with the terms hereof and thereof, (ii) the execution
and delivery of this Agreement, the Registration Rights Agreement, the Escrow
Agreement and any related agreements by the Company and the consummation by it
of the transactions contemplated hereby and thereby, have been duly authorized
by the Company's Board of Directors and no further consent or authorization is
required by the Company, its Board of Directors or its stockholders, (iii) this
Agreement, the Registration Rights Agreement, the Escrow Agreement and any
related agreements have been duly executed and delivered by the Company, (iv)
this Agreement, the Registration Rights Agreement, the Escrow Agreement and
assuming the execution and delivery thereof and acceptance by the Investor and
any related agreements constitute the valid and binding obligations of the
Company enforceable against the Company in accordance with their terms, except
as such enforceability may be limited by general principles of equity or
applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or
similar laws relating to, or affecting generally, the enforcement of creditors'
rights and remedies.

Section 4.3. CAPITALIZATION. As of the date hereof, the authorized capital stock
of the Company consists of 50,000,000 shares of Common Stock, par value $0.01
per share of which 49,150,000 shares of Common Stock and 10,000,000 shares of
Preferred Stock. All of such outstanding shares have been validly issued and are
fully paid and nonassessable. Except as disclosed in the SEC Documents (as
defined in Section 4.5 hereof), no shares of Common Stock are subject to
preemptive rights or any other similar rights or any liens or encumbrances
suffered or permitted by the Company. Except as disclosed in the SEC Documents,
as of the date hereof, (i) there are no outstanding options, warrants, scrip,
rights to subscribe to, calls or commitments of any character whatsoever
relating to, or securities or rights convertible into, any shares of capital
stock of the Company or any of its subsidiaries, or contracts, commitments,
understandings or arrangements by which the Company or any of its subsidiaries
is or may become bound to issue additional shares of capital stock of the
Company or any of its subsidiaries or options, warrants, scrip, rights to
subscribe to, calls or commitments of any character whatsoever relating to, or
securities or rights convertible into, any shares of capital stock of the
Company or any of its subsidiaries, (ii) there are no outstanding debt
securities and (iii) there are no agreements or arrangements under which the
Company or any of its subsidiaries is obligated to register the sale of any of
their securities under the Securities Act (except pursuant to the Registration
Rights Agreement). There are no securities or instruments containing
anti-dilution or similar provisions that will be triggered by this Agreement or


                                    10.17-8
<PAGE>

any related agreement or the consummation of the transactions described herein
or therein. The Company has furnished to the Investor true and correct copies
of the Company's Certificate of Incorporation, as amended and as in effect on
the date hereof (the "CERTIFICATE OF INCORPORATION"), and the Company's By-laws,
as in effect on the date hereof (the "BY-LAWS"), and the terms of all securities
convertible into or exercisable for Common Stock and the material rights of the
holders thereof in respect thereto.

Section 4.4. NO CONFLICT. The execution, delivery and performance of this
Agreement by the Company and the consummation by the Company of the transactions
contemplated hereby will not (i) result in a violation of the Certificate of
Incorporation, any certificate of designations of any outstanding series of
preferred stock of the Company or By-laws or (ii) conflict with or constitute a
default (or an event which with notice or lapse of time or both would become a
default) under, or give to others any rights of termination, amendment,
acceleration or cancellation of, any agreement, indenture or instrument to which
the Company or any of its subsidiaries is a party, or result in a violation of
any law, rule, regulation, order, judgment or decree (including federal and
state securities laws and regulations and the rules and regulations of the
Principal Market on which the Common Stock is quoted) applicable to the Company
or any of its subsidiaries or by which any material property or asset of the
Company or any of its subsidiaries is bound or affected and which would cause a
Material Adverse Effect. Except as disclosed in the SEC Documents, neither the
Company nor its subsidiaries is in violation of any term of or in default under
its Certificate of Incorporation or By-laws or their organizational charter or
by-laws, respectively, or any material contract, agreement, mortgage,
indebtedness, indenture, instrument, judgment, decree or order or any statute,
rule or regulation applicable to the Company or its subsidiaries. The business
of the Company and its subsidiaries is not being conducted in violation of any
material law, ordinance, regulation of any governmental entity. Except as
specifically contemplated by this Agreement and as required under the Securities
Act and any applicable state securities laws, the Company is not required to
obtain any consent, authorization or order of, or make any filing or
registration with, any court or governmental agency in order for it to execute,
deliver or perform any of its obligations under or contemplated by this
Agreement or the Registration Rights Agreement in accordance with the terms
hereof or thereof. All consents, authorizations, orders, filings and
registrations which the Company is required to obtain pursuant to the preceding
sentence have been obtained or effected on or prior to the date hereof. The
Company and its subsidiaries are unaware of any fact or circumstance which might
give rise to any of the foregoing.

Section 4.5. SEC DOCUMENTS; FINANCIAL STATEMENTS. Since November 1996, the
Company has filed all reports, schedules, forms, statements and other documents
required to be filed by it with the SEC under of the Exchange Act. The Company
has delivered to the Investor or its representatives, or made available through
the SEC's website at http://www.sec.gov, true and complete copies of the SEC
Documents. As of their respective dates, the financial statements of the Company
disclosed in the SEC Documents (the "FINANCIAL STATEMENTS") complied as to form
in all material respects with applicable accounting requirements and the
published rules and regulations of the SEC with respect thereto. Such financial
statements have been prepared in accordance with generally accepted accounting
principles, consistently applied, during the periods involved (except (i) as may
be otherwise indicated in such financial statements or the notes thereto, or
(ii) in the case of unaudited interim statements, to the extent they may exclude
footnotes or may be condensed or summary statements) and fairly present in all
material respects the financial position of the Company as of the dates thereof
and the results of its operations and cash flows for the periods then ended
(subject, in the case of unaudited statements, to normal year-end audit
adjustments). No other information provided by or on behalf of the Company to
the Investor which is not included in the SEC Documents contains any untrue
statement of a material fact or omits to state any material fact necessary in
order to make the statements therein, in the light of the circumstances under
which they were made, not misleading.

Section 4.6. 10b-5. The SEC Documents do not include any untrue statements of
material fact, nor do they omit to state any material fact required to be stated
therein necessary to make the statements made, in light of the circumstances
under which they were made, not misleading.

Section 4.7. NO DEFAULT. Except as disclosed in Section 4.4 or the SEC
Documents, the Company is not in default in the performance or observance of any
material obligation, agreement, covenant or condition contained in any
indenture, mortgage, deed of trust or other material instrument or agreement to
which it is a party or by which it is or its property is bound and neither the
execution, nor the delivery by the Company, nor the performance by the Company
of its obligations under this Agreement or any of the exhibits or attachments
hereto will conflict with or result in the breach or violation of any of the
terms or provisions of, or constitute a default or result in the creation or
imposition of any lien or charge on any assets or properties of the Company
under its Certificate of Incorporation, By-Laws, any material indenture,
mortgage, deed of trust or other material agreement applicable to the Company or


                                    10.17-9
<PAGE>

instrument to which the Company is a party or by which it is bound, or any
statute, or any decree, judgment, order, rules or regulation of any court or
governmental agency or body having jurisdiction over the Company or its
properties, in each case which default, lien or charge is likely to cause a
Material Adverse Effect on the Company's business or financial condition.

Section 4.8. ABSENCE OF EVENTS OF DEFAULT. Except for matters described in the
SEC Documents and/or this Agreement, no Event of Default, as defined in the
respective agreement to which the Company is a party, and no event which, with
the giving of notice or the passage of time or both, would become an Event of
Default (as so defined), has occurred and is continuing, which would have a
Material Adverse Effect on the Company's business, properties, prospects,
financial condition or results of operations.

Section 4.9. INTELLECTUAL PROPERTY RIGHTS. The Company and its subsidiaries own
or possess adequate rights or licenses to use all material trademarks, trade
names, service marks, service mark registrations, service names, patents, patent
rights, copyrights, inventions, licenses, approvals, governmental
authorizations, trade secrets and rights necessary to conduct their respective
businesses as now conducted. The Company and its subsidiaries do not have any
knowledge of any infringement by the Company or its subsidiaries of trademark,
trade name rights, patents, patent rights, copyrights, inventions, licenses,
service names, service marks, service mark registrations, trade secret or other
similar rights of others, and, to the knowledge of the Company, there is no
claim, action or proceeding being made or brought against, or to the Company's
knowledge, being threatened against, the Company or its subsidiaries regarding
trademark, trade name, patents, patent rights, invention, copyright, license,
service names, service marks, service mark registrations, trade secret or other
infringement; and the Company and its subsidiaries are unaware of any facts or
circumstances which might give rise to any of the foregoing.

Section 4.10. EMPLOYEE RELATIONS. Neither the Company nor any of its
subsidiaries is involved in any labor dispute nor, to the knowledge of the
Company or any of its subsidiaries, is any such dispute threatened. None of the
Company's or its subsidiaries' employees is a member of a union and the Company
and its subsidiaries believe that their relations with their employees are good.

Section 4.11. ENVIRONMENTAL LAWS. The Company and its subsidiaries are (i) in
compliance with any and all applicable material foreign, federal, state and
local laws and regulations relating to the protection of human health and
safety, the environment or hazardous or toxic substances or wastes, pollutants
or contaminants ("ENVIRONMENTAL LAWS"), (ii) have received all permits, licenses
or other approvals required of them under applicable Environmental Laws to
conduct their respective businesses and (iii) are in compliance with all terms
and conditions of any such permit, license or approval.

Section 4.12. TITLE. Except as set forth in the SEC Documents, the Company has
good and marketable title to its properties and material assets owned by it,
free and clear of any pledge, lien, security interest, encumbrance, claim or
equitable interest other than such as are not material to the business of the
Company. Any real property and facilities held under lease by the Company and
its subsidiaries are held by them under valid, subsisting and enforceable leases
with such exceptions as are not material and do not interfere with the use made
and proposed to be made of such property and buildings by the Company and its
subsidiaries.

Section 4.13. INSURANCE. The Company and each of its subsidiaries are insured by
insurers of recognized financial responsibility against such losses and risks
and in such amounts as management of the Company believes to be prudent and
customary in the businesses in which the Company and its subsidiaries are
engaged. Neither the Company nor any such subsidiary has been refused any
insurance coverage sought or applied for and neither the Company nor any such
subsidiary has any reason to believe that it will not be able to renew its
existing insurance coverage as and when such coverage expires or to obtain
similar coverage from similar insurers as may be necessary to continue its
business at a cost that would not materially and adversely affect the condition,
financial or otherwise, or the earnings, business or operations of the Company
and its subsidiaries, taken as a whole.

Section 4.14. REGULATORY PERMITS. The Company and its subsidiaries possess all
material certificates, authorizations and permits issued by the appropriate
federal, state or foreign regulatory authorities necessary to conduct their
respective businesses, and neither the Company nor any such subsidiary has
received any notice of proceedings relating to the revocation or modification of
any such certificate, authorization or permit.



                                    10.17-10
<PAGE>

Section 4.15. INTERNAL ACCOUNTING CONTROLS. The Company and each of its
subsidiaries maintain a system of internal accounting controls sufficient to
provide reasonable assurance that (i) transactions are executed in accordance
with management's general or specific authorizations, (ii) transactions are
recorded as necessary to permit preparation of financial statements in
conformity with generally accepted accounting principles and to maintain asset
accountability, (iii) access to assets is permitted only in accordance with
management's general or specific authorization and (iv) the recorded
accountability for assets is compared with the existing assets at reasonable
intervals and appropriate action is taken with respect to any differences.

Section 4.16. NO MATERIAL ADVERSE BREACHES, ETC. Except as set forth in the SEC
Documents, neither the Company nor any of its subsidiaries is subject to any
charter, corporate or other legal restriction, or any judgment, decree, order,
rule or regulation which in the judgment of the Company's officers has or is
expected in the future to have a Material Adverse Effect on the business,
properties, operations, financial condition, results of operations or prospects
of the Company or its subsidiaries. Except as set forth in the SEC Documents,
neither the Company nor any of its subsidiaries is in breach of any contract or
agreement which breach, in the judgment of the Company's officers, has or is
expected to have a Material Adverse Effect on the business, properties,
operations, financial condition, results of operations or prospects of the
Company or its subsidiaries.

Section 4.17. ABSENCE OF LITIGATION. Except as set forth in the SEC Documents,
there is no action, suit, proceeding, inquiry or investigation before or by any
court, public board, government agency, self-regulatory organization or body
pending against or affecting the Company, the Common Stock or any of the
Company's subsidiaries, wherein an unfavorable decision, ruling or finding would
(i) have a Material Adverse Effect on the transactions contemplated hereby (ii)
adversely affect the validity or enforceability of, or the authority or ability
of the Company to perform its obligations under, this Agreement or any of the
documents contemplated herein, or (iii) except as expressly disclosed in the SEC
Documents, have a Material Adverse Effect on the business, operations,
properties, financial condition or results of operation of the Company and its
subsidiaries taken as a whole.

Section 4.18. SUBSIDIARIES. Except as disclosed in the SEC Documents, the
Company does not presently own or control, directly or indirectly, any interest
in any other corporation, partnership, association or other business entity.

Section 4.19. TAX STATUS. The Company and each of its subsidiaries has made or
filed all federal and state income and all other tax returns, reports and
declarations required by any jurisdiction to which it is subject and (unless and
only to the extent that the Company and each of its subsidiaries has set aside
on its books provisions reasonably adequate for the payment of all unpaid and
unreported taxes) has paid all taxes and other governmental assessments and
charges that are material in amount, shown or determined to be due on such
returns, reports and declarations, except those being contested in good faith
and has set aside on its books provision reasonably adequate for the payment of
all taxes for periods subsequent to the periods to which such returns, reports
or declarations apply. There are no unpaid taxes in any material amount claimed
to be due by the taxing authority of any jurisdiction, and the officers of the
Company know of no basis for any such claim.

Section 4.20. CERTAIN TRANSACTIONS. Except as set forth in the SEC Documents
none of the officers, directors, or employees of the Company is presently a
party to any transaction with the Company (other than for services as employees,
officers and directors), including any contract, agreement or other arrangement
providing for the furnishing of services to or by, providing for rental of real
or personal property to or from, or otherwise requiring payments to or from any
officer, director or such employee or, to the knowledge of the Company, any
corporation, partnership, trust or other entity in which any officer, director,
or any such employee has a substantial interest or is an officer, director,
trustee or partner.

Section 4.21. FEES AND RIGHTS OF FIRST REFUSAL. Except as set forth in the SEC
Documents, the Company is not obligated to offer the securities offered
hereunder on a right of first refusal basis or otherwise to any third parties
including, but not limited to, current or former shareholders of the Company,
underwriters, brokers, agents or other third parties.

Section 4.22. USE OF PROCEEDS. The Company represents that the net proceeds from
this offering will be used for general corporate purposes. However, in no event
shall the net proceeds from this offering be used by the Company for the payment
(or loaned to any such person for the payment) of any judgment, or other
liability, incurred by any executive officer, officer, director or employee of
the Company, except for any liability owed to such person for services rendered,


                                    10.17-11
<PAGE>

or if any judgment or other liability is incurred by such person originating
from services rendered to the Company, or the Company has indemnified such
person from liability.

Section 4.23. FURTHER REPRESENTATION AND WARRANTIES OF THE COMPANY. For so long
as any securities issuable hereunder held by the Investor remain outstanding,
the Company acknowledges, represents, warrants and agrees that it will maintain
the listing of its Common Stock on the Principal Market

Section 4.24. OPINION OF COUNSEL. Investor shall receive an opinion letter from
counsel to the Company (updated where applicable) on the date hereof.

Section 4.25. OPINION OF COUNSEL. The Company will obtain for the Investor, at
the Company's expense, any and all opinions of counsel which may be reasonably
required in order to sell the securities issuable hereunder without restriction.

Section 4.26. DILUTION. The Company is aware and acknowledges that issuance of
shares of the Company's Common Stock could cause dilution to existing
shareholders and could significantly increase the outstanding number of shares
of Common Stock.

                                   ARTICLE V.
                                 INDEMNIFICATION

The Investor and the Company represent to the other the following with respect
to itself:

Section 5.1. INDEMNIFICATION.

         (a) In consideration of the Investor's execution and delivery of this
Agreement, and in addition to all of the Company's other obligations under this
Agreement, the Company shall defend, protect, indemnify and hold harmless the
Investor, and all of its officers, directors, partners, employees and agents
(including, without limitation, those retained in connection with the
transactions contemplated by this Agreement) (collectively, the "INVESTOR
INDEMNITEES") from and against any and all actions, causes of action, suits,
claims, losses, costs, penalties, fees, liabilities and damages, and expenses in
connection therewith (irrespective of whether any such Investor Indemnitee is a
party to the action for which indemnification hereunder is sought), and
including reasonable attorneys' fees and disbursements (the "INDEMNIFIED
LIABILITIES"), incurred by the Investor Indemnitees or any of them as a result
of, or arising out of, or relating to (a) any misrepresentation or breach of any
representation or warranty made by the Company in this Agreement or the
Registration Rights Agreement or any other certificate, instrument or document
contemplated hereby or thereby, (b) any breach of any covenant, agreement or
obligation of the Company contained in this Agreement or the Registration Rights
Agreement or any other certificate, instrument or document contemplated hereby
or thereby, or (c) any cause of action, suit or claim brought or made against
such Investor Indemnitee not arising out of any action or inaction of an
Investor Indemnitee, and arising out of or resulting from the execution,
delivery, performance or enforcement of this Agreement or any other instrument,
document or agreement executed pursuant hereto by any of the Investor
Indemnitees. To the extent that the foregoing undertaking by the Company may be
unenforceable for any reason, the Company shall make the maximum contribution to
the payment and satisfaction of each of the Indemnified Liabilities, which is
permissible under applicable law.

         (b) In consideration of the Company's execution and delivery of this
Agreement, and in addition to all of the Investor's other obligations under this
Agreement, the Investor shall defend, protect, indemnify and hold harmless the
Company and all of its officers, directors, shareholders, employees and agents
(including, without limitation, those retained in connection with the
transactions contemplated by this Agreement) (collectively, the "COMPANY
INDEMNITEES") from and against any and all Indemnified Liabilities incurred by
the Company Indemnitees or any of them as a result of, or arising out of, or
relating to (a) any misrepresentation or breach of any representation or
warranty made by the Investor in this Agreement, the Registration Rights
Agreement, or any instrument or document contemplated hereby or thereby executed
by the Investor, (b) any breach of any covenant, agreement or obligation of the
Investor(s) contained in this Agreement, the Registration Rights Agreement or
any other certificate, instrument or document contemplated hereby or thereby
executed by the Investor, or (c) any cause of action, suit or claim brought or
made against such Company Indemnitee based on misrepresentations or due to a
breach by the Investor and arising out of or resulting from the execution,
delivery, performance or enforcement of this Agreement or any other instrument,
document or agreement executed pursuant hereto by any of the Company
Indemnitees. To the extent that the foregoing undertaking by the Investor may be
unenforceable for any reason, the Investor shall make the maximum contribution


                                    10.17-12
<PAGE>

to the payment and satisfaction of each of the Indemnified Liabilities, which is
permissible under applicable law.

                                   ARTICLE VI.
                            Covenants of the Company

Section 6.1. REGISTRATION RIGHTS. The Company shall cause the Registration
Rights Agreement to remain in full force and effect and the Company shall comply
in all material respects with the terms thereof.

Section 6.2. LISTING OF COMMON STOCK. The Company shall maintain the Common
Stock's authorization for quotation on theNational Association of Securities
Dealers SmallCap Market.

Section 6.3. EXCHANGE ACT REGISTRATION. The Company will cause its Common Stock
to continue to be registered under Section 12(g) of the Exchange Act, will file
in a timely manner all reports and other documents required of it as a reporting
company under the Exchange Act and will not take any action or file any document
(whether or not permitted by Exchange Act or the rules there under to terminate
or suspend such registration or to terminate or suspend its reporting and filing
obligations under said Exchange Act.

Section 6.4. TRANSFER AGENT INSTRUCTIONS. Not later than two days after each
Advance Notice Date and prior to each Closing and the effectiveness of the
Registration Statement and resale of the Common Stock by the Investor, the
Company will deliver instructions to its transfer agent to issue shares of
Common Stock free of restrictive legends.

Section 6.5. CORPORATE EXISTENCE. The Company will take all steps necessary to
preserve and continue the corporate existence of the Company.

Section 6.6. NOTICE OF CERTAIN EVENTS AFFECTING REGISTRATION; SUSPENSION OF
RIGHT TO MAKE AN Advance. The Company will immediately notify the Investor upon
its becoming aware of the occurrence of any of the following events in respect
of a registration statement or related prospectus relating to an offering of
Registrable Securities: (i) receipt of any request for additional information by
the SEC or any other Federal or state governmental authority during the period
of effectiveness of the Registration Statement for amendments or supplements to
the registration statement or related prospectus; (ii) the issuance by the SEC
or any other Federal or state governmental authority of any stop order
suspending the effectiveness of the Registration Statement or the initiation of
any proceedings for that purpose; (iii) receipt of any notification with respect
to the suspension of the qualification or exemption from qualification of any of
the Registrable Securities for sale in any jurisdiction or the initiation or
threatening of any proceeding for such purpose; (iv) the happening of any event
that makes any statement made in the Registration Statement or related
prospectus of any document incorporated or deemed to be incorporated therein by
reference untrue in any material respect or that requires the making of any
changes in the Registration Statement, related prospectus or documents so that,
in the case of the Registration Statement, it will not contain any untrue
statement of a material fact or omit to state any material fact required to be
stated therein or necessary to make the statements therein not misleading, and
that in the case of the related prospectus, it will not contain any untrue
statement of a material fact or omit to state any material fact required to be
stated therein or necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading; and (v) the Company's
reasonable determination that a post-effective amendment to the Registration
Statement would be appropriate; and the Company will promptly make available to
the Investor any such supplement or amendment to the related prospectus. The
Company shall not deliver to the Investor any Advance Notice during the
continuation of any of the foregoing events.

Section 6.7. EXPECTATIONS REGARDING ADVANCE NOTICES. Within ten (10) days after
the commencement of each calendar quarter occurring subsequent to the
commencement of the Commitment Period, the Company must notify the Investor, in
writing, as to its reasonable expectations as to the dollar amount it intends to
raise during such calendar quarter, if any, through the issuance of Advance
Notices. Such notification shall constitute only the Company's good faith
estimate and shall in no way obligate the Company to raise such amount, or any
amount, or otherwise limit its ability to deliver Advance Notices. The failure
by the Company to comply with this provision can be cured by the Company's
notifying the Investor, in writing, at any time as to its reasonable
expectations with respect to the current calendar quarter.

Section 6.8. CONSENT OF INVESTOR TO SELL COMMON STOCK. During the Commitment
Period, the Company shall not issue or sell (i) any Common Stock without
consideration or for a consideration per share less than its Bid Price
determined immediately prior to its issuance, (ii) issue or sell any warrant,
option, right, contract, call, or other security or instrument granting the
holder thereof the right to acquire Common Stock without consideration or for a


                                    10.17-13
<PAGE>

consideration per share less than such Common Stock's Bid Price determined
immediately prior to its issuance, or (iii) file any registration statement on
Form S-8.

Section 6.9. CONSOLIDATION; MERGER. The Company shall not, at any time after the
date hereof, effect any merger or consolidation of the Company with or into, or
a transfer of all or substantially all the assets of the Company to another
entity (a "CONSOLIDATION EVENT") unless the resulting successor or acquiring
entity (if not the Company) assumes by written instrument the obligation to
deliver to the Investor such shares of stock and/or securities as the Investor
is entitled to receive pursuant to this Agreement.

Section 6.10. ISSUANCE OF THE COMPANY'S COMMON STOCK. The sale of the shares of
Common Stock shall be made in accordance with the provisions and requirements of
Regulation D and any applicable state securities law.

                                  ARTICLE VII.
                CONDITIONS FOR ADVANCE AND CONDITIONS TO CLOSING

Section 7.1. CONDITIONS PRECEDENT TO THE OBLIGATIONS OF THE COMPANY. The
obligation hereunder of the Company to issue and sell the shares of Common Stock
to the Investor incident to each Closing is subject to the satisfaction, or
waiver by the Company, at or before each such Closing, of each of the conditions
set forth below.

         (a) ACCURACY OF THE INVESTOR'S REPRESENTATIONS AND WARRANTIES. The
representations and warranties of the Investor shall be true and correct in all
material respects.

         (b) PERFORMANCE BY THE INVESTOR. The Investor shall have performed,
satisfied and complied in all respects with all covenants, agreements and
conditions required by this Agreement and the Registration Rights Agreement to
be performed, satisfied or complied with by the Investor at or prior to such
Closing.

Section 7.2. CONDITIONS PRECEDENT TO THE RIGHT OF THE COMPANY TO DELIVER AN
ADVANCE NOTICE AND THE OBLIGATION OF THE INVESTOR TO PURCHASE SHARES OF COMMON
STOCK. The right of the Company to deliver an Advance Notice and the obligation
of the Investor hereunder to acquire and pay for shares of the Company's Common
Stock incident to a Closing is subject to the satisfaction or waiver by the
Investor, on (i) the date of delivery of such Advance Notice and (ii) the
applicable Advance Date (each a "CONDITION SATISFACTION DATE"), of each of the
following conditions:

         (a) REGISTRATION OF THE COMMON STOCK WITH THE SEC. The Company shall
have filed with the SEC a Registration Statement with respect to the resale of
the Registrable Securities in accordance with the terms of the Registration
Rights Agreement. As set forth in the Registration Rights Agreement, the
Registration Statement shall have previously become effective and shall remain
effective on each Condition Satisfaction Date and (i) neither the Company nor
the Investor shall have received notice that the SEC has issued or intends to
issue a stop order with respect to the Registration Statement or that the SEC
otherwise has suspended or withdrawn the effectiveness of the Registration
Statement, either temporarily or permanently, or intends or has threatened to do
so (unless the SEC's concerns have been addressed and the Investor is reasonably
satisfied that the SEC no longer is considering or intends to take such action),
and (ii) no other suspension of the use or withdrawal of the effectiveness of
the Registration Statement or related prospectus shall exist. The Registration
Statement must have been declared effective by the SEC prior to the first
Advance Notice Date.

         (b) AUTHORITY. The Company shall have obtained all permits and
qualifications required by any applicable state in accordance with the
Registration Rights Agreement for the offer and sale of the shares of Common
Stock, or shall have the availability of exemptions there from. The sale and
issuance of the shares of Common Stock shall be legally permitted by all laws
and regulations to which the Company is subject.

         (c) FUNDAMENTAL CHANGES. There shall not exist any fundamental changes
to the information set forth in the Registration Statement which would require
the Company to file a post-effective amendment to the Registration Statement.

         (d) PERFORMANCE BY THE COMPANY. The Company shall have performed,
satisfied and complied in all material respects with all covenants, agreements
and conditions required by this Agreement (including, without limitation, the


                                    10.17-14
<PAGE>

conditions specified in Section 2.5 hereof) and the Registration Rights
Agreement to be performed, satisfied or complied with by the Company at or prior
to each Condition Satisfaction Date.

         (e) NO INJUNCTION. No statute, rule, regulation, executive order,
decree, ruling or injunction shall have been enacted, entered, promulgated or
endorsed by any court or governmental authority of competent jurisdiction that
prohibits or directly and adversely affects any of the transactions contemplated
by this Agreement, and no proceeding shall have been commenced that may have the
effect of prohibiting or adversely affecting any of the transactions
contemplated by this Agreement.

         (f) NO SUSPENSION OF TRADING IN OR DELISTING OF COMMON STOCK. The
trading of the Common Stock is not suspended by the SEC or the Principal Market
(if the Common Stock is traded on a Principal Market). The issuance of shares of
Common Stock with respect to the applicable Closing, if any, shall not violate
the shareholder approval requirements of the Principal Market (if the Common
Stock is traded on a Principal market). The Company shall not have received any
notice threatening the continued listing of the Common Stock on the Principal
Market (if the Common Stock is traded on a Principal Market).

         (h) ADVANCES. The amount of the individual Advance, requested by the
Company does not exceed the Maximum Advance Amount unless waived by the
Investor. In addition, in no event shall the number of shares issuable to the
Investor pursuant to an Advance cause the Investor to own in excess of nine and
9/10 percent (9.9%) of the then outstanding Common Stock of the Company.

         (h) NO KNOWLEDGE. The Company has no knowledge of any event more likely
than not to have the effect of causing such Registration Statement to be
suspended or otherwise ineffective.

         (i) PRIOR APPROVAL. The Company shall have obtained all approvals
necessary under the rules and regulations under the Listing Qualifications of
the Market Place Rules established and maintained by the National Association of
Securities Dealers, Inc., for the issuance of the shares of Common Stock to the
Investor pursuant to Advances under this Agreement, the Investor's shares
pursuant to Section 12.4 and the Placement Agent's shares pursuant to the
Placement Agent Agreement.

         (j) OTHER. On each Condition Satisfaction Date, the Investor shall have
received and been reasonably satisfied with such other certificates and
documents as shall have been reasonably requested by the Investor in order for
the Investor to confirm the Company's satisfaction of the conditions set forth
in this Section 7.2, including, without limitation, a certificate executed by an
executive officer of the Company and to the effect that all the conditions to
such Closing shall have been satisfied as at the date of each such certificate
substantially in the form annexed hereto on EXHIBIT A.

                                  ARTICLE VIII.
         DUE DILIGENCE REVIEW; NON-DISCLOSURE OF NON-PUBLIC INFORMATION

Section 8.1. DUE DILIGENCE REVIEW. Prior to the filing of the Registration
Statement the Company shall make available for inspection and review by the
Investor, advisors to and representatives of the Investor, any underwriter
participating in any disposition of the Registrable Securities on behalf of the
Investor pursuant to the Registration Statement, any such registration statement
or amendment or supplement thereto or any blue sky, NASD or other filing, all
financial and other records, all SEC Documents and other filings with the SEC,
and all other corporate documents and properties of the Company as may be
reasonably necessary for the purpose of such review, and cause the Company's
officers, directors and employees to supply all such information reasonably
requested by the Investor or any such representative, advisor or underwriter in
connection with such Registration Statement (including, without limitation, in
response to all questions and other inquiries reasonably made or submitted by
any of them), prior to and from time to time after the filing and effectiveness
of the Registration Statement for the sole purpose of enabling the Investor and
such representatives, advisors and underwriters and their respective accountants
and attorneys to conduct initial and ongoing due diligence with respect to the
Company and the accuracy of the Registration Statement.

Section 8.2. NON-DISCLOSURE OF NON-PUBLIC INFORMATION.

         (a) The Company shall not disclose non-public information to the
Investor, advisors to or representatives of the Investor unless prior to
disclosure of such information the Company identifies such information as being
non-public information and provides the Investor, such advisors and
representatives with the opportunity to accept or refuse to accept such


                                    10.17-15
<PAGE>

non-public information for review. The Company may, as a condition to disclosing
any non-public information hereunder, require the Investor's advisors and
representatives to enter into a confidentiality agreement in form reasonably
satisfactory to the Company and the Investor.

         (b) Nothing herein shall require the Company to disclose non-public
information to the Investor or its advisors or representatives, and the Company
represents that it does not disseminate non-public information to any investors
who purchase stock in the Company in a public offering, to money managers or to
securities analysts, provided, however, that notwithstanding anything herein to
the contrary, the Company will, as hereinabove provided, immediately notify the
advisors and representatives of the Investor and, if any, underwriters, of any
event or the existence of any circumstance (without any obligation to disclose
the specific event or circumstance) of which it becomes aware, constituting
non-public information (whether or not requested of the Company specifically or
generally during the course of due diligence by such persons or entities),
which, if not disclosed in the prospectus included in the Registration Statement
would cause such prospectus to include a material misstatement or to omit a
material fact required to be stated therein in order to make the statements,
therein, in light of the circumstances in which they were made, not misleading.
Nothing contained in this Section 8.2 shall be construed to mean that such
persons or entities other than the Investor (without the written consent of the
Investor prior to disclosure of such information) may not obtain non-public
information in the course of conducting due diligence in accordance with the
terms of this Agreement and nothing herein shall prevent any such persons or
entities from notifying the Company of their opinion that based on such due
diligence by such persons or entities, that the Registration Statement contains
an untrue statement of material fact or omits a material fact required to be
stated in the Registration Statement or necessary to make the statements
contained therein, in light of the circumstances in which they were made, not
misleading.

                                   ARTICLE IX.
                           CHOICE OF LAW/JURISDICTION

Section 9.1. GOVERNING LAW. This Agreement shall be governed by and interpreted
in accordance with the laws of the State of Delaware without regard to the
principles of conflict of laws. The parties further agree that any action
between them shall be heard in Hudson County, New Jersey, and expressly consent
to the jurisdiction and venue of the Superior Court of New Jersey, sitting in
Hudson County, New Jersey and the United States District Court of New Jersey,
sitting in Newark, New Jersey, for the adjudication of any civil action asserted
pursuant to this paragraph.

                                   ARTICLE X.
                             ASSIGNMENT; TERMINATION

Section 10.1. ASSIGNMENT. Neither this Agreement nor any rights of the Company
hereunder may be assigned to any other Person.

Section 10.2. TERMINATION. The obligations of the Investor to make Advances
under Article II hereof shall terminate twenty-four (24) months after the
Effective Date.

                                   ARTICLE XI.
                                     NOTICES

Section 11.1. NOTICES. Any notices, consents, waivers, or other communications
required or permitted to be given under the terms of this Agreement must be in
writing and will be deemed to have been delivered (i) upon receipt, when
delivered personally; (ii) upon receipt, when sent by facsimile, provided a copy
is mailed by U.S. certified mail, return receipt requested; (iii) three (3) days
after being sent by U.S. certified mail, return receipt requested, or (iv) one
(1) day after deposit with a nationally recognized overnight delivery service,
in each case properly addressed to the party to receive the same. The addresses
and facsimile numbers for such communications shall be:

If to the Company, to:                         NeoMedia Technologies Inc.
                                               2201 Second Street - Suite 300
                                               Fort Myers, FL 33901
                                               Attention:
                                               Telephone:
                                               Facsimile:



                                    10.17-16
<PAGE>

With a copy to:






If to the Investor(s):                         Cornell Capital Partners, LP
                                               101 Hudson Street -Suite 3606
                                               Jersey City, NJ 07302
                                               Attention:  Mark Angelo
                                                           Portfolio Manager
                                               Telephone:  (201) 985-8300
                                               Facsimile:  (201) 985-8266

With a Copy to:                                Butler Gonzalez LLP
                                               1000 Stuyvesant Avenue - Suite 6
                                               Union, NJ 07083
                                               Attention:   David Gonzalez, Esq.
                                               Telephone:   (908) 810-8588
                                               Facsimile:   (908) 810-0973



Each party shall provide five (5) days' prior written notice to the other party
of any change in address or facsimile number.

                                  ARTICLE XII.
                                  MISCELLANEOUS

Section 12.1. COUNTERPARTS. This Agreement may be executed in two or more
identical counterparts, all of which shall be considered one and the same
agreement and shall become effective when counterparts have been signed by each
party and delivered to the other party. In the event any signature page is
delivered by facsimile transmission, the party using such means of delivery
shall cause four (4) additional original executed signature pages to be
physically delivered to the other party within five (5) days of the execution
and delivery hereof.

Section 12.2. ENTIRE AGREEMENT; AMENDMENTS. This Agreement supersedes all other
prior oral or written agreements between the Investor, the Company, their
affiliates and persons acting on their behalf with respect to the matters
discussed herein, and this Agreement and the instruments referenced herein
contain the entire understanding of the parties with respect to the matters
covered herein and therein and, except as specifically set forth herein or
therein, neither the Company nor the Investor makes any representation,
warranty, covenant or undertaking with respect to such matters. No provision of
this Agreement may be waived or amended other than by an instrument in writing
signed by the party to be charged with enforcement.

Section 12.3. REPORTING ENTITY FOR THE COMMON STOCK. The reporting entity relied
upon for the determination of the trading price or trading volume of the Common
Stock on any given Trading Day for the purposes of this Agreement shall be
Bloomberg, L.P. or any successor thereto. The written mutual consent of the
Investor and the Company shall be required to employ any other reporting entity.

Section 12.4. FEES AND EXPENSES. The Company hereby agrees to pay the following
fees:

         (a) LEGAL FEES. Each of the parties shall pay its own fees and expenses
(including the fees of any attorneys, accountants,  appraisers or others engaged
by  such  party)  in  connection  with  this  Agreement  and  the   transactions
contemplated  hereby,  except that the Company will pay the fees and expenses of
Butler Gonzalez LLP for legal, administrative,  and escrow fees in the amount of
Fifteen  Thousand  Dollars  ($15,000) of which Five Thousand Dollars ($5,000) is
due and payable upon the execution of this  Agreement  and Ten Thousand  Dollars
($10,000) is due and payable upon directly from the gross  proceeds of the first
(1) Advance  pursuant this  Agreement.  . Subsequently on each Advance Date, the
Company will pay Butler Gonzalez LLP, the sum of Five Hundred Dollars ($500) for
legal, administrative and escrow fees.



                                    10.17-17
<PAGE>

         (b) COMMITMENT FEES.

         (i) On each Advance Date the Company shall pay to the Investor,
directly from the gross proceeds held in escrow, an amount equal to five percent
(5%) of the amount of each Advance. The Company hereby agrees that if such
payment, as is described above, is not made by the Company on the Advance Date,
such payment will be made at the direction of the Investor as outlined and
mandated by Section 2.3 of this Agreement.

         (ii) In addition upon the Company obtaining shareholder approval for an
increase of the Company's authorized shares from fifty million (50,000,000) to
two hundred million (200,000,000) the Company shall issue to the Investor eight
hundred thirty seven thousand five hundred (837,500) shares of the Company's
Common Stock. (the "INVESTOR'S SHARES") In the event the Company does not obtain
the required shareholder approval within ninety (90) days from the date hereof
the Company shall immediately issue the Investor's Shares.

         (iii) FULLY EARNED. The Investor's Shares shall be deemed fully earned
upon the execution of this Agreement.

         (iv) Registration Rights. The Investor's Shares will have demand and
"piggy-back" registration rights.

Section 12.5. BROKERAGE. Each of the parties hereto represents that it has had
no dealings in connection with this transaction with any finder or broker who
will demand payment of any fee or commission from the other party. The Company
on the one hand, and the Investor, on the other hand, agree to indemnify the
other against and hold the other harmless from any and all liabilities to any
person claiming brokerage commissions or finder's fees on account of services
purported to have been rendered on behalf of the indemnifying party in
connection with this Agreement or the transactions contemplated hereby.

Section 12.6. CONFIDENTIALITY. If for any reason the transactions contemplated
by this Agreement are not consummated, each of the parties hereto shall keep
confidential any information obtained from any other party (except information
publicly available or in such party's domain prior to the date hereof, and
except as required by court order) and shall promptly return to the other
parties all schedules, documents, instruments, work papers or other written
information without retaining copies thereof, previously furnished by it as a
result of this Agreement or in connection herein.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


















                                    10.17-18
<PAGE>

IN WITNESS WHEREOF, the parties hereto have caused this Line of Credit Agreement
to be executed by the  undersigned,  thereunto duly  authorized,  as of the date
first set forth above.

                           COMPANY:
                           NEOMEDIA TECHNOLOGIES INC.

                           By:/s/ Charles T. Jensen
                              ----------------------------------
                           Name:    Charles T. Jensen
                           Title:   Chief Financial Officer


                           INVESTOR:
                           CORNELL CAPITAL PARTNERS, LP

                           By:      Yorkville Advisors, LLC
                           Its:     General Partner

                                    By: /s/ MARK ANGELO
                                       ----------------------------------
                                    Name:    Mark Angelo
                                    Title:   Portfolio Manager







                                    10.17-19
<PAGE>

                                    EXHIBIT A


                      ADVANCE NOTICE/COMPLIANCE CERTIFICATE


                           NEOMEDIA TECHNOLOGIES INC.



The undersigned, ________________________________ hereby certifies, with respect
to the sale of  shares  of  Common  Stock of  NeoMedia  Technologies  Inc.  (the
"COMPANY"),  issuable in  connection  with this  Advance  Notice and  Compliance
Certificate dated ___________________ (the "NOTICE"),  delivered pursuant to the
Equity Line of Credit Agreement (the "AGREEMENT"), as follows:

1. The undersigned is the duly elected Chief Executive Officer of the Company.

2.  There  are no  fundamental  changes  to the  information  set  forth  in the
Registration  Statement which would require the Company to file a post effective
amendment to the Registration Statement.

3. The  Company  has  performed  in all  material  respects  all  covenants  and
agreements  to be  performed  by the  Company  on or prior to the  Advance  Date
related  to the  Notice  and has  complied  in all  material  respects  with all
obligations and conditions contained in the Agreement.

4. The Advance requested is _____________________.

The   undersigned   has   executed   this   Certificate   this   ____   day   of
_________________.

                                      NEOMEDIA TECHNOLOGIES INC.


                                      By:
                                            ------------------------------------
                                      Name:
                                            ------------------------------------
                                      Title:
                                            ------------------------------------







                                    10.17-20
<PAGE>

                                SCHEDULED 2.6(b)

                           NEOMEDIA TECHNOLOGIES INC.

The  undersigned  hereby agrees that for a period  commencing on the date hereof
and expiring on the  termination  of the Equity Line of Credit  Agreement  dated
________________ between NeoMedia Technologies Inc. (the "COMPANY"), and Cornell
Capital  Partners,  LP, (the "INVESTOR") (the "LOCK-UP  PERIOD"),  he, she or it
will not,  directly  or  indirectly,  without the prior  written  consent of the
Investor,  issue,  offer,  agree or offer to sell, sell, grant an option for the
purchase  or sale of,  transfer,  pledge,  assign,  hypothecate,  distribute  or
otherwise  encumber  or dispose of except  pursuant  to Rule 144 of the  General
Rules and  Regulations  under the  Securities Act of 1933, any securities of the
Company, including common stock or options, rights, warrants or other securities
underlying,  convertible into, exchangeable or exercisable for or evidencing any
right to purchase or subscribe for any common stock (whether or not beneficially
owned by the undersigned), or any beneficial interest therein (collectively, the
"SECURITIES").

In order to enable the  aforesaid  covenants  to be  enforced,  the  undersigned
hereby consents to the placing of legends and/or  stop-transfer  orders with the
transfer agent of the Company's securities with respect to any of the Securities
registered  in  the  name  of  the  undersigned  or  beneficially  owned  by the
undersigned, and the undersigned hereby confirms the undersigned's investment in
the Company.
Dated: _______________, 2002

                                    Signature


                                    --------------------------------------------
                                    Address:
                                            ------------------------------------

                                    City, State, Zip Code:
                                                          ----------------------
                                    --------------------------------------------
                                    --------------------------------------------


                                    --------------------------------------------
                                    Print Social Security Number
                                    or Taxpayer I.D. Number


                                    10.17-21