AMENDMENT
      TO “C” WARRANT NO.: CCP-001 

    


     
      THIS AMENDMENT AGREEMENT
      (the
“Amendment”)
      is
      entered into as of December 29, 2006, between NEOMEDIA
      TECHNOLOGIES, INC.,
      a
      corporation organized and existing under the laws of the State of Delaware
      (the
“Company”),
      and
CORNELL
      CAPITAL PARTNERS, LP
      a
      Delaware limited partnership (the “Holder”).

     

     
      WHEREAS,
      the
      Company issued to the Holder on August 24, 2006, 2006 a certain “C” warrant No.:
      CCP-001 to purchase 50,000,000 shares of the Company’s Common Stock at an
      exercise price of $0.20 (the “Warrant”);
      and

     

     
      WHEREAS,
      the
      parties wish to amend the Warrant as set forth below. 

     

     
      NOW, THEREFORE,
      it is
      agreed: 

     

    I.       
      Amendments.

    
       

      
        	
                 

              	 A. 	
                 

              	
                 Section
                  1(b)(xv)
                  “Warrant
                  Exercise Price”:
                  Section 1(b)(xv) of the Warrant is hereby deleted in its entirety
                  and the
                  following language shall replace said Section
                  1(b)(xv):

              


      

       

    

    Section
      1(b)(xv) “Warrant
      Exercise Price”
shall
      be Four Cents ($0.04) or as
      subsequently adjusted as provided
      in Section 8 hereof. 

     

    
      	B.  	
                Section
                2(g)
                “Forced Exercise”: Section 2(g) of the Warrant is hereby deleted in its
                entirety and the following language shall replace said Section
                2(g):

            


    

     

    Section
      2(g) “Forced Exercise”.
      Provided that the shares issuable upon exercise this Warrant are registered
      pursuant to an effective registration statement, the Company at its option
      shall
      have the right at any time commencing on the date hereof if the Company’s
      Closing Bid Price as quoted by Bloomberg, LP is equal to or greater than
      Fourteen ($0.14) for ten (10) consecutive Trading Days, to on such tenth
      (10th)
      day
      provide written notice to the Holder (the “Forced
      Exercise Notice”)
      providing the Holder twenty (20) calendar days from the day following receipt
      of
      the Forced Exercise Notice, to exercise this Warrant in whole at the then
      applicable Exercise Price (“Forced
      Exercise Period”).
      Provided however in the event that the Closing Bid Price of the Company’s Common
      Stock during the Forced Exercise Period is equal to or lower than the applicable
      Warrant Exercise Price the Holder shall not be forced to exercise this Warrant,
      in whole or in part, as provided for herein.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	C.  	
                The
                following
                language shall be inserted as Section
                2(h):

            


    

     

    Section
      2(h) “Redemption”.
      For a
      period of six (6) months from the date hereof, and provided that the shares
      underlying the Warrant are subject to an effective registration statement,
      the
      Company shall have the right to redeem the Warrant on a cashless basis at an
      effective price of Twelve Cents ($0.12).

    


     

    II.     
      Miscellaneous.

    


    
      	A.  	
                Except
                as provided
                hereinabove, all of the terms and conditions contained in the Warrant
                shall remain unchanged and in full force and
                effect.

            


    

     

    
      	B.  	
                This
                Amendment is
                made pursuant to and in accordance with the terms and conditions
                of the
                Warrant.

            


    

     

    
      	C.  	
                All
                capitalized but
                not defined terms used herein shall have those meanings ascribed
                to them
                in the Warrant.

            


    

     

    
      	
                                

            	D.       	
              All
                provisions in the Warrant and any
                amendments, schedules or exhibits thereto in conflict with this Amendment
                shall be and hereby are changed to conform to this Amendment.

            


    

          

     

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

     

    
      	 	 	 
	 	
              COMPANY:

            
	 	
              NEOMEDIA
                TECHNOLOGIES, INC. 

            
	 
 	 
 	 
 
	 	By:  	/s/ David
              A.
              Dodge
	 	
              

              Name: David
                A. Dodge

            
	 	
              Title: Chief
                Financial Officer

            


    

     

    
      	 	 	 
	 	
              CORNELL
                CAPITAL PARTNERS, LP

            
	 	By:  	Yorkville
              Advisors
              LLC
	 	Its:	General Partner


    

     

    
      	 	 	 
	 	By:  	/s/ Mark
              Angelo
	 	
              

              Name Mark
                Angelo

            
	 	Title: President
              & Portfolio Manager


    

     

    
      
        
        

      

      
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