AMENDMENT
      TO WARRANT NO.: CCP-002 

    


     
      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 March 30, 2005 a certain warrant No.: CCP-002
      to
      purchase 50,000,000 shares of the Company’s Common Stock at an exercise price of
      $0.20 (the “Warrant”);
      and

     

     
      WHEREAS,
      on
      August 24, 2006, the Company and the Holder entered into an amendment agreement
      whereby the exercise price of the Warrant was lowered from $0.20 to $0.10;
      and

     

     
      WHEREAS,
      the
      parties wish to further 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(a)
                of the Warrant is hereby deleted in its entirety and the following
                language shall replace said Section
                2(a):

            


    

     

    Section
      2(a). If shares of the Company’s Common Stock underlying the Warrant are covered
      by an effective registration statement and if the Closing Bid Price of the
      Company’s Common Stock is above Fourteen Cents ($0.14) for five (5) consecutive
      Trading Days, the Company may force conversion of this Warrant at an exercise
      price as described in Section 1(b) (xv).

     

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

            


    

     

    Section
      2(f) “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 mendment.

            


    

     

    [REMAINDER
      OF THIS PAGE INTENTIONALLY LEFT BLANK]

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    


      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

            


    

     

     

    
      
        
        

      

      
        3