EXHIBIT 10.18

NASDAQ

JASON S. FRANKEL
COUNSEL

SENT VIA FACSIMILE AND OVERNIGHT COMMERCIAL COURIER

May 16,2002

Mr. Charles T. Jensen
Chief Financial Officer, Vice President and Treasurer
NeoMedia Technologies, Inc.
2201 Second Street, Suite 600
Fort Myers, FL 33901

Re:              NeoMedia Technologies, Inc. (Symbol: NEOM)
                 Nasdaq Listing Qualifications Panel
                 Decision NQ 4010C-02

Dear Mr. Jensen:

This is to inform you that, pursuant to the April 18, 2002 oral hearing before a
Nasdaq Listing Qualifications Panel (the "Panel"), a determination has been made
in the matter of NeoMedia Technologies, Inc. (the "Company") and its request for
continued  inclusion on The Nasdaq  SmallCap  Market pursuant to an exception to
the net tangible  assets/shareholders'  equity/market  capitalization/net income
and bid price requirements,  as set forth in Nasdaq Marketplace Rules 4310(c)(2)
and 4310(c)(4), respectively.

After a careful review of the entire record, the Panel relied upon the following
information in reaching its  determination.  The Company  develops  technologies
that link physical  information  and objects to the Internet.  The Form 10-Q for
the quarter  ended March 31, 2002 reported  total assets of  $7,547,000  and net
tangible  assets/shareholders'  equity of  $(629,000).  Revenue  and net  income
(loss) for the  three-month  period  ended  March 31,  2002 was  $1,396,000  and
$(1,382,000).(1)  The Company reported  40,275,153 total shares  outstanding and
33,389,341  publicly held shares. The closing bid price for the Company's common
stock  on  May  15,  2002  was  $0.10  per  share,   consequently,   the  market
capitalization  and market  values of publicly held shares were  $4,027,515  and
$3,338,934, respectively.

On November 20, 2001,  staff  notified the Company that it failed to satisfy the
net tangible assets/shareholders' equity requirement based upon a reported total
of $1,331,000  as of September  30, 2001. On February 14, 2002,  the Company was
notified  that it  failed  to  demonstrate  compliance  with the $1.00 bid price
requirement for The 30 consecutive trading


--------------------------
(1) The Forms 10-K for the fiscal years ended  December 31, 2001,  2000 and 1999
reported net income (loss) of  $(23,777,000),  $(25,469,000)  and  $(5,409,000),
respectively  2 Staff also noted that the  Company  did not  satisfy  the market
capitalization or net income alternative requirements.




                                    10.18-1
<PAGE>

days(3).  Pursuant to Marketplace Rule  4310(c)(8)(D),  the Company was provided
with a 180-day grace period,  through August 13, 2002, to regain compliance with
that  requirement.  The  Company  was later  informed on March 11, 2002 that its
securities   were   subject   to   delisting   based   upon  the  net   tangible
assets/shareholders' equity deficiency, Also within the March 11th letter, staff
notified the Company that it was delinquent in the payment of certain annual and
listing of additional  shares fees totaling  $13,253.80.4  However,  staff later
confirmed  that  full  payment  had been  received  on March 14,  2002,  thereby
resolving the fee issue.  By  correspondence  dated March 15, 2002,  the Company
requested a hearing, which stayed the delisting.

The  Company   believes   that  its   failure  to  satisfy   the  net   tangible
assets/shareholders'  equity  requirement is based upon several adverse business
developments  that occurred during fiscal 2001. The Company explained that, as a
result,  it was forced to incur  several  unrelated  one-time  charges  totaling
approximately $17,000,000 during that fiscal year. Notwithstanding,  the Company
represented  that it has since  undertaken  steps designed to improve  operating
results.  To that end, the Company  estimated that it would report a net loss of
only  $(1,320,300)  for the quarter ended March 31, 2002,  thereby  reducing net
tangible  assets/shareholders' equity to approximately $(263,000).  However. The
Company projected net income of $286,900 for the quarter ending June 30, 2002, a
net loss of $(246,800) for the quarter ending  September 30, 2002 and net income
of $1,584,300 for the quarter ending December 31, 2002.

The Company also represented  that, in February 2002, it sold 19,000,000  common
shares at $0.17 per share for aggregate  proceeds of $3,230,000.5  Specifically,
the  Company  received  promissory  notes in  consideration  for the shares that
mature at the  earlier of 90 days from the date of  issuance or 30 days from the
filing of the Form S- 1  registration  statement.  The  Securities  and Exchange
Commission's  (the "SEC") EDGAR  database  indicates  that the Company filed the
registration statement on April 24, 2002. In addition, the Company stated within
the Form 10-K for the fiscal year ended  December 31, 2001 that the  "promissory
notes mature no later than May 2002,  resulting in proceeds of $3,230,000 to the
Company."6  Upon  review of The March 31,  2002 Form 10-Q,  it appears  that the
notes were  recorded  in the equity  section  of the  balance  sheet as a "Stock
subscription   receivable"  of  $(3,040,000).   The  Company  anticipates  that,
including  the  proceeds  from the notes and the  achievement  of its  operating
projections  discussed  above, it will report net tangible  assets/shareholders'
equity of $2,708,400 as of June 30, 2002.

The Company  believes that it will further  increase equity through an agreement
that was  announced  on  April  17,  2002  with  Cornell  Capital  Partners,  LP
("Cornell")  for a  $2,000,000  equity  line of  credit.  Under the terms of the
agreement,  The Company may exercise "put" options,  at its sole discretion,  to
sell up to  $25,000  worth of  Company  common  stock to  Cornell  at  seven-day
intervals.  The  pricing of the shares  would be 98% of the lowest  closing  bid
price during the five-day period  immediately  subsequent to the exercise of the
put option. The shares

-------------------

(3) The 30-day period relating to the bid price  requirement began on January 2,
2002, upon the expiration of the moratorium  implemented by Nasdaq the bid price
requirement on September 27,2001

(4) See Marketplace Rules 4310(c)(13) and 4520

(5) Staff noted in its Hearing Memorandum dated April 9, 2002 that, at a Special
Meeting of  Shareholders  held on December 11, 2001, the Company's  shareholders
approved the issuance of up to 29,000,000 common shares to certain  unaffiliated
investors

(6) Company Form 10-K for the fiscal year ended December 31, 2001, page 26




                                    10.18-2
<PAGE>

would then be issued on the sixth day after the  exercise  of the put  option(7)
The Company stated that it exercised its first put option on April 15, 2002, and
that it plans to continue to utilize the equity line in the future for liquidity
purposes.

In  addition,  the  Company  hopes to  increase  equity  through  a  program  it
instituted in March and April 2002 to reprice all of its then outstanding  stock
option and  warrants.  Specifically,  under the  program,  holders of any of the
Company's outstanding stock options and warrants may exercise their interests at
"the  greater of $0.12 per  share...or  50% of the  previous  day [sic]  closing
price."(8)  In all,  the Company  stated that  7,400,000  options and  1,200,000
warrants are eligible for the program.  The Company  anticipates that as many as
6,200,000  options  and  warrants  will be  exercised  in the  six-month  period
following the hearing,  which would result in an increase to net tangible assets
and shareholders' equity of approximately $800,000.(9)

The Company also indicated that it had instituted a debt  restructuring  program
with its  creditors.  The Company  stated that it has had success in retiring an
undisclosed  portion  of debt thus far,  and that it hopes to retire  additional
debt  through the  issuance  of Company  common  shares that could  result in an
increase to net income (and  presumably  net tangible  assets and  shareholders'
equity) of $600,000 during fiscal 2002,  Finally,  The Company stated that it is
negotiating a merger transaction with Unicomp, Inc. ("Unicomp").(1)0 It believes
the transaction would increase its net tangible  assets/shareholders'  equity by
approximately $2,000,000.

With respect to the bid price deficiency, the Company believes that the price of
its common  shares will  significantly  increase  once the  announcement  of the
foregoing initiatives is received by the market. In addition, the Company stated
that it would consider including a proposal in its proxy materials for a reverse
stock split at an upcoming annual meeting of shareholders.(11)


--------------------
(7) At the hearing,  the Panel  inquired as to whether the agreement  prohibited
Cornell from entering into any short sales of the Company's  stock.  The Company
was unable to provide a definitive answer. See Hearing Transcript, pages 33, 34.

(8) See Exhibit 1 to the Hearing transcript, page 16.

(9) By letter dated May 7, 2002, the Panel  requested  that the Company  provide
additional  information  regarding its option and warrant  repricing  program to
ensure that the repricing did not violate Nasdaq's  shareholder  approval rules,
as set forth in  Marketplace  Rule 4350(i).  By response dated May 13, 2002, the
Company  stated that it received  shareholder  approval for the  employee  stock
option plans adopted in 1996 and 1998.  The Company also provided  certain other
information  requested  regarding  its  outstanding  stock options and warrants.
According to the documentation  provided, it appears that the Company's 1996 and
1998 stock option plans provided the  "Nonemployee  Directors"  with the general
authority to re-price employee stock options.

(10) The  common  stock of  Unicomp  is quoted on the  "Pink  Sheets"  under the
trading symbol "UCMP".  The common stock of Unicomp was delisted from the Nasdaq
national market  effective with the open of business on May 2, 2001 based upon a
failure to satisfy  the net  tangible  assets,  bid price,  and market  value of
public float requirements.  According to the SEC's EDGAR database, Unicom is not
current in its  periodic  public  filings.  S such,  there is no current  public
financial information available about that entity.

(11) The Company filed a Definitive  Proxy Statement with the SEC on May 7, 2002
for the 2002 Annual  Meeting of  Shareholders  scheduled for June 6, 2002.  Upon
review of that proxy,  it does not appear that the company  plans to propose the
implementation  of reverse  stock split at the  upcoming  meeting.  In addition,
according to the information disclosed in the Proxy, it appears that the Company
only has two independent  directors,  both of whom serve on the Audit Committee.
See Marketplace Rules 4350(c) and 4350(d)(2).




                                    10.18-3
<PAGE>

PANEL DECISION

The Panel was of the  opinion  that the Company  failed to present a  definitive
plan that will  enable  it to  evidence  compliance  with all  requirements  for
continued  listing on The Nasdaq SmallCap  Market within a reasonable  period of
time and to sustain  compliance  with those  requirements  over the long tem. In
that regard, according to its most recent public filing, the March 31, 2002 Form
10-Q filed with the SEC on March 15,  2002,  the  Company  does not  satisfy the
$2,000,000 net tangible assets or $2,500,000  shareholders'  equity requirement.
Further,  while the Panel noted that the Company's reported shareholders' equity
as of March 31, 2002 included an item entitled "Stock  subscription  receivable"
of $(3,040,000),  which reduced  shareholders'  equity by that amount, the Panel
observed  that there are no  assurances  that the notes will be paid when and if
they  mature.  Further,  even in the event the notes do mature in the near term,
which could increase the Company's net tangible  assets/shareholders'  equity to
$2,411,000  on a pro  forma  basis  as of  March  31,  2002,  the  Panel  lacked
confidence in the Company's ability to sustain  compliance with the net tangible
assets/shareholders' equity requirement over the long term, given its history of
significant  losses and the lack of documentation to support its projections for
fiscal  2002.   Moreover,   the  Panel  was  of  the  view  that  the  Company's
supplementary  plans to increase net tangible  assets/shareholders'  equity were
not sufficiently definitive in nature to merit an exception.

As a separate  matter,  while the Panel  originally  expressed  concern that the
repricing  of the stock  options and  warrants  may trigger the  application  of
Nasdaq's  shareholder  approval  rules,  the  Panel  determined  that it was not
necessary to render a decision on that issue given its  determination on the net
Tangible  assets/shareholders'  equity deficiency.(12)  Finally, The Panel noted
that the Company is entitled to the balance of the 180-day  grace period for the
bid price  deficiency,  through  August 13, 2002, as provided for by Marketplace
Rule  4310(c)(8)(D) and,  therefore,  determined that the issue is not yet ripe.
BASED  UPON  THE  FOREGOING,  THE  PANEL  DETERMINED  TO  DELIST  THE  COMPANY'S
SECURITIES  from THE NASDAQ  STOCK  MARKET  EFFECTIVE  WITH THE OPEN OF BUSINESS
TOMORROW, MAY 17, 2002.(13)

The  Company's  securities  may be  immediately  eligible  to  trade  on the OTC
Bulletin  Board.  Pursuant  to SEC File No. TP 97-235,  an  exemption  from Rule
I5c2-11  has  been  granted  to  permit  a  broker-dealer,  without  having  the
information  specified by the Rule, To publish in, or submit for publication in,
a quotation medium, quotations for a security immediately after such security is
no longer  authorized  for quotation on The Nasdaq Stock Market,  subject to the
following conditions:

         1.    The security's  removal from  authorization  for quotation on The
               Nasdaq  Stock  Market  is  attributable  solely  to the  issuer's
               failure to satisfy the initial listing or


--------------------------
(12) In addition,  while the Panel  observed that the Company does not presently
appear to satisfy Nasdaq's independent directors and audit committee composition
requirements,  the  panel  determined  not to cite  those  issues  as bases  for
delisting given that the Company was not provided with notice and an opportunity
to respond to those  deficiencies

(13) The Panel's  determination is limited to those findings expressly set forth
in this decision, which is based solely upon the facts and circumstances of this
matter and should not be interpreted as precedent.













                                    10.18-4
<PAGE>

               maintenance  standards,  as contained in SEC Release No. 34-38961
               (August 22, 1997).

         2.    The  security  must have been quoted  continuously  on The Nasdaq
               Stock Market during the 30 calendar days  preceding its delisting
               from that market, exclusive of any trading halt not exceeding one
               day to permit the  dissemination  of material news concerning the
               security's issuer;

         3.    The security's  removal from  authorization  for quotation on The
               Nasdaq  Stock  Market  is not  attributable  to  public  interest
               concerns  under  Marketplace  Rules 4300 and  4330(a)(3)  and the
               issuer of the  security  must not be the  subject  of  bankruptcy
               proceedings;

         4.    The issuer of the security must be current in all of its periodic
               reporting requirements, pursuant to Section 13(a) or 15(d) of the
               Exchange Act;

         5.    A  broker-dealer  relying  upon this  exemption  must have been a
               market maker  registered  with the NASD in the security no longer
               eligible for  quotation  during the 30 day period  preceding  the
               security's removal from The Nasdaq Stock Market, and

         6.    The  exemption  is  available  only  for  securities   that  were
               authorized  for  quotation  on The Nasdaq  Stock  Market and then
               delisted, and not for any other securities of the issuer.

         The Company  should be aware that the Nasdaq Listing and Hearing Review
         Council (the "Listing  Council")  may, on its own motion,  determine to
         review any Panel decision within 45 calendar days after issuance of the
         written  decision.  If the Listing  Council  determines  to review this
         decision,  it may  affirm,  modify,  reverse,  dismiss,  or remand  the
         decision to the Panel, The Company will be immediately  notified in the
         event the Listing  Council  determines  that this matter will be called
         for review.

         The  Company may also  request  that the  Listing  Council  review this
         decision.  The request for review MUST BE MADE IN WRITING, AND RECEIVED
         WITHIN 15 DAYS FROM THE DATE OF THIS DECISION.  Requests for review and
         a copy of the check  must be in  writing  and faxed to (301)  978-4028,
         with the original sent to,

                              MICHAEL GREENE, ESQ.
                          Office of Appeals and Review
                          The Nasdaq Stock Market, Inc.
                         9600 Blackwell Road, 3rd Floor
                               Rockville, MD 20850








                                    10.18-5
<PAGE>

Pursuant to Nasdaq  Marketplace  Rule 4840(b),  the Company must submit a fee of
$4,000.00 to The Nasdaq Stock Market,  Inc. to cover the cost of the review. The
Company  should send only its payment with the enclosed  Appeal Fee Payment Form
to:

Regular Mail(14)                                Courier/Overnight
------------                                    -----------------
The Nasdaq Stock Market, Inc.                   The Nasdaq Stock Market, Inc
P.O. Box 7777-W0435                or           W0435
Philadelphia, PA  19175-0435                    C/O Mellon Bank, Rm. 490
                                                701 Market Street
                                                Philadelphia, PA  19106

Please  be  advised  that the  institution  of a review,  whether  by way of the
Company's request or an initiative of the Listing Council, will not operate as a
stay of this decision.

Should you have any  questions,  please do not  hesitate  to contact me at (301)
978-8076.

Sincerely,

/s/ Jason S. Frankl
Counsel
Nasdaq Listing Qualifications Hearings













-----------------------------------
(14) Please note that the P.O. Box address will not accept  courier or overnight
deliveries.






                                    10.18-6
<PAGE>

                             Appeal Fee Payment Form

Please  complete  this  form  legibly  and  submit  it with our  payment  to the
appropriate address below:

Issuer Name:
             -----------------------------------------------------

Issuer Symbol:
             -----------------------------------------------------

Issuer Address:
             -----------------------------------------------------

Remitter Name.
             -----------------------------------------------------
(if not the same as the Issuer)

Check enclosed in the amount of $                          Check No.
                                 ---------------------              ------------

Please attach your payment to this form and send to:

Regular Mail                                     Courier/Overnight
------------                                     -----------------
The Nasdaq Stock Market, Inc.                    The Nasdaq Stock Market, Inc
P.O. Box 7777-W0435                 Or           W0435
Philadelphia, PA  19175-0435                     C/O Mellon Bank, Rm. 490
                                                 701 Market Street
                                                 Philadelphia, PA  19106

Please  note that the P.O.  Box  address  WILL NOT ACCEPT  courier or  overnight
deliveries
















                                    10.18-7