EXHIBIT 10.23

                        CONFIDENTIAL SETTLEMENT, RELEASE
                          AND NON-DISCLOSURE AGREEMENT

       THIS  SETTLEMENT,   RELEASE  AND  NON-DISCLOSURE  AGREEMENT  (hereinafter
referred to as the "Agreement"),  is made and entered into by and among Marianne
H. LePera hereinafter referred to as "LePera") and Neomedia.  Technologies, Inc.
(hereinafter referred to as "Neomedia").

       In consideration of the mutual covenants and promises set forth below and
other good and valuable consideration, it is agreed as follows:

       1.  This Agreement  shall not in any way be  construed as an admission by
NEOMEDIA  of  any  unlawful  or  wrongful  acts  whatsoever  against  LePera  in
connection with this case.

       2.  Within  three (3) days  after  execution  of this  Agreement  by both
parties and payment of the initial  settlement  funds as set forth in  Paragraph
3(a)   below,   LePera   will   dismiss   with   prejudice   Civil   Action  No.
2:02-CV-203-FtM-29DNFN  with all  parties to bear their own fees and costs,  and
shall ask that the Court retain  jurisdiction to enforce the settlement.  LePera
agrees to take all further steps and to execute any other documents which may be
necessary to dismiss promptly such action(s).

           a. Within three (3) days after Neomedia receives the original of this
Agreement  executed by LePera,  Neomedia will deliver to counsel for LePera, one
check  payable  to  Greene &  Tischler,  P.A.  Trust  Account  in the  amount of
$7,500.00.  Neomedia  shall report this  payment on an IRS form 1099.  LePera is
responsible  for the payment of all taxes, if any, due on this amount and hereby
indemnifies  and holds  Neomedia  harmless from all liability  including but not
limited to assessments, fees, costs, penalties, or fines relating to the failure
to withhold and/or pay taxes on this amount.

           b.  Neomedia  shall pay LePera the gross sum of  $82,500.00  in equal
semimonthly  installments  over a ten (10) month  period by  electronic  payroll
transmittal.  Payments will be made on Neomedia's  normal payroll  schedule with
usual  payroll  deductions,  withholdings  and  contributions  made and with the
payments  reported on an IRS Form W-2. These payments shall commence November 1,
2002  provided  that this  Agreement  is  executed at least ten (10) days before
then,  failing which, the payments shall start on the next payroll date which is
at least ten (10) days from the date of execution.



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<PAGE>


           c.  Payment of  medical  expenses  by  December  1,  2002,  for those
expenses  incurred  through the date Ms.  LePera was covered  under COBRA with a
hold harmless  agreement and assumption of defense for all  collections  actions
against LePera after December 1, 2002 based on these expenses.  Furthermore upon
settlement, Neomedia will send certified letters to the medical providers of its
intent to make payment by December 1, 2002,  and that  Neomedia will send copies
of the certified letters and return receipts to Ms. LePera by October 15,2002.

           d.  Conditioned upon LePera's  execution of the consulting  agreement
(attached as Exhibit 1),  LePera  shall be granted  250,000  stock  options upon
execution of the Option Agreement attached as Exhibit A.

       4. LePera  represents  that she has not filed any  complaints  or charges
against  Neomedia,  its  direct or  indirect  subsidiaries,  parent,  or related
corporate  entities,  successors and assigns,  employees,  officers,  directors,
agents and/or shareholders,  other than Civil Action No. 2:02-CV-203-FtM-29-DNFN
currently pending in the United States District Court for the Middle District of
Florida,  with any local,  state or federal  court,  agency,  or board  based on
events occurring prior to and including the date of execution of this Agreement.

       5. LePera agrees that, except for her consulting  assignment reflected in
Exhibit  A, she is waiving  all  rights to  employment  or  re-employment  as an
employee,  temporary employee,  independent  contractor,  consultant,  or in any
other  capacity  with  NEOMEDIA,   its  past  and  present  direct  or  indirect
subsidiaries, its parent and related corporate entities.

       6. LePera and her heirs,  legal  representatives,  agents,  successors in
interest and assigns,  hereby irrevocably and unconditionally  release,  acquit,
forever discharge and agree not to sue Neomedia,  its past and present direct or
indirect subsidiaries,  parent, and related corporate entities, past and present
employees,   officers,   shareholders,   directors,   plan   administrators  and
fiduciaries from any and all charges, claims, actions, causes of action, rights,
demands, debts, obligations, damages or accounting of whatever nature including,
but not limited to claims under the Age  Discrimination  in Employment  Act, The
Florida Civil Rights Act,  Title VII, The Employee  Retirement  Income  Security
Act, The Americans With  Disabilities Act, the Family and Medical Leave Act, and
all other Federal, State, local, common law or employment related laws which she
has or may  have  based on any  events  or state  of  facts,  known or  unknown,
occurring prior to and including the date of the execution of this Agreement.


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       7. Neomedia hereby  irrevocably and  unconditionally  releases,  acquits,
forever  discharges  and  agrees  not to sue  LePera  from any and all  charges,
claims, actions, causes of action, rights, demands, debts, obligations,  damages
or  accountings  which it has or may have based on any events or state of facts,
known or unknown, occurring prior to and including the date of execution of this
Agreement.

       8.  LePera  agrees  that  the  terms  of  this  Agreement  are to  remain
confidential and that she and those acting on her behalf have not disclosed, nor
will she or they disclose the terms of this  Agreement  except 1) as required by
law,  2) as  necessary  to secure  advice from legal or tax  advisors  and 3) to
immediate  family  members who agree to  maintain  the  confidentiality  of this
Agreement.  If asked about this matter, LePera may respond only that "the matter
has been  resolved"  without  further  comment.  In the  event of breach of this
provision of the Agreement  LePera agrees that Neomedia shall be entitled to all
available relief in law or equity including injunctive relief and damages in the
amount of $7,500.00 per breach.

       9.  The  parties  stipulate  that  in the  event  Neomedia  breaches  its
obligations  in paragraph  3(b) of this Agreement by failing to make any payment
due within three (3) business  days of its due date,  then upon  application  by
Plaintiff,  judgment shall be entered against Neomedia in the amount outstanding
at the time of  breach  plus an  additional  10%.  Further,  Neomedia  shall pay
reasonable attorneys fees and costs for collection and enforcement, in the event
of default in an amount not to exceed $10,000.

       10. The  parties  to this  Agreement  represent  and agree that they have
carefully read and fully  understand all the provisions of this  Agreement,  and
that they are voluntarily entering into this Agreement.

       11. All  parties  hereto  affirm  that,  prior to the  execution  of this
Agreement,  they have  consulted with their  attorneys  concerning the terms and
conditions set forth herein.

       12. This Agreement  constitutes the final and binding Agreement among the
parties and may not be  supplemented  or changed  without the written consent of
both parties.  All prior  representations  regarding  this  Agreement are hereby
expressly disclaimed by both parties.

       13. Any signatory to this Release  personally  represents that he/she has
the authority to do so.

       14. Should any  provision of this  Agreement be declared or determined by
any Court to be illegal or invalid,  the validity of the remaining parts,  terms
or  provisions  shall not be affected  thereby and said illegal or invalid part,


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term or provision shall be deemed not to be part of this  Settlement  Agreement,
Release and Non-Disclosure Agreement.



DATED:November 7, 2002              MARIANNE LEPERA: /s/ Marianne LePera
                                                     ---------------------------

DATED:November 7, 2002              Printed Name: /s/Charles T. Jensen
                                                  ------------------------------
                                                  On behalf of Defendant
                                                  Neomedia Technologies, Inc.