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                                                                   EXHIBIT 10.25


                                    NEOMEDIA
                             T E C H N O L O G I E S

                                               April 3, 2002


TO:  1998 Stock Option Plan Option Holder

RE:  Option Repricing


Dear Option Holder:

         This is to advise you that the Board of Directors of the Company has
adopted a program to encourage the exercise of options outstanding under the
Company's 1998 Stock Option Plan (the "Plan"). Under the program, the exercise
price of each outstanding option under the Plan of the Company (the "Plan"), to
the extent then exercisable in accordance with its terms, has been repriced to a
price equal to the greater of: 50% of the last sale price of the Company's
Common Stock on the NASDAQ SmallCap Market on the trading date immediately
preceding the date of exercise, or $0.12, provided the option is exercised
during the period beginning on the date hereof and ending the earlier of October
2, 2002, or the expiration date of your option (the "Repricing Period"). The
repricing is subject to the following:

         Alpine Securities ("Broker"), a broker-dealer registered under the
Securities Exchange Act of 1934, as amended (the "1934 Act"), has agreed to
assist in the exercise of vested options under the Plan during the Repricing
Period. An optionee who desires to exercise his or her option will open an
account with the Broker with the understanding that the timing of the exercise
will be coordinated with the Broker and be based on the anticipated resale
through the Broker of the shares acquired upon exercise and the remittance by
the Broker to the Company from the resale proceeds of the exercise price, unless
an optionee makes direct payment to the Company of the exercise price for the
shares being acquired.

         Upon expiration of the Repricing Period, to the extent an option under
the Plan has not been exercised, the option terms will continue in full force
and effect as though the repricing had not been effected.

         By executing this letter, you agree to exercise the option and to sell
the underlying shares of Common Stock as provided above and you acknowledge
that, by exercising the option and selling the underlying shares of common
stock, you will be foregoing any future appreciation in the value of the
underlying common stock.

         An optionee who is an officer, director or beneficial holder of at
least 10% of the outstanding shares of Common Stock of the Company and who
participates in the Program should note that under Section 16 of the 1934 Act
such optionee will be required to pay to the Company any gain resulting from the
exercise of the Option and the sale of shares acquired under this program.

         Your attention is directed to the disclosures attached to this letter
regarding access to public information about the Company and regarding risks of
an investment in the Company.

         If you agree to participate in this Repricing Program according to the
terms provided above, you must execute the additional copy of this letter and
return it in the enclosed envelope by no later than thirty (30) days from the
date of this letter. If a signed letter in not received by that date you will be
deemed to have determined not to participate.

                                  Very truly yours,

                                  NEOMEDIA TECHNOLOGIES, INC.

                                  By:__________________________
                                     William E Fritz
                                     Secretary



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OPTION HOLDER ACCEPTANCE


I agree to participate in the Option Repricing Program on the above
terms.

Option Holder (exact name as indicated on Option):

By:
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Print Name:
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