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                                  EXHIBIT 10.23

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY OTHER APPLICABLE FEDERAL
OR STATE SECURITIES LAWS, AND INSTEAD HAVE BEEN ISSUED AND SOLD IN RELIANCE UPON
EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SUCH LAWS, INCLUDING, BUT NOT
LIMITED TO, THE EXEMPTIONS CONTAINED IN SECTION 4(2) AND REGULATION D OF THE
SECURITIES ACT. THE SECURITIES REPRESENTED HEREBY MAY NOT BE SOLD OR TRANSFERRED
UNLESS A REGISTRATION STATEMENT HAS BECOME AND IS THEN EFFECTIVE WITH RESPECT TO
SUCH SECURITIES, OR THE PROPOSED SALE OR TRANSFER IS EXEMPT FROM REGISTRATION
UNDER THE SECURITIES ACT AND ALL OTHER APPLICABLE FEDERAL OR STATE SECURITIES
LAWS.


                        Limited Recourse Promissory Note


US$[DOLLAR VALUE]                                                    [LOCATION]
                                                                         [DATE]

                  [PAYOR NAME], (the "Payor"), for value received pursuant to a
certain Subscription Agreement (the "Subscription Agreement"), dated as of the
date hereof, between the Payor and NeoMedia Technologies, Inc., a Delaware
corporation (the "Initial Holder"), hereby promises to pay to the order of the
Initial Holder, or its assigns (collectively, the "Holder") at the address set
forth in Section 11 hereof, the principal amount of [DOLLAR VALUE] (the
"Principal"), plus any accrued and unpaid Interest, in full, on the Maturity
Date, except as otherwise provided in Section 6.

         The following is a statement of the rights of the Holder and the
conditions to which this Note is subject, and to which the Holder hereof, by the
acceptance of this Note, agrees:

         1. Definitions. For the purposes of this Note:

              (a) "Business Day" means any day that is not a Saturday, Sunday or
a legal holiday in the State of New York.

              (b) "Common Stock" means the common stock, par value $0.01 per
share, of the Initial Holder.

              (c) "Event of Default" shall have the meaning assigned to such
term in Section 3.

              (d) "Interest" means interest on the Principal of this Note, which
shall accrue at the rate of 6% per annum, compounded annually, or, following an
Event of Default, at the rate of 12% per annum, compounded annually.

              (e) "Maturity Date" means the earlier to occur of (i) 30 days
following the effectiveness of the registration statement on Form S-1 (as the
same may be amended), currently filed with the United States Securities and
Exchange Commission, by which the Shares are registered for public resale, and
(ii) 90 days from the issuance of this Note.

              (f) "Note" means this limited recourse promissory note.

              (g) "Sale" means a sale, transfer or other disposition of the
Shares.


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              (h) "Shares" means all shares of Common Stock issued to the Payor
in consideration of the issuance of this Note and all shares of the capital
stock or other property of the Company or its successor (including cash) issued
or received in substitution or exchange for, or in respect of, any such shares
(including, without limitation, in connection with a dividend, distribution,
recapitalization, stock split, combination or a similar event or transaction),
other than in connection with a Sale.

         2. Limited Recourse.

              (a) Notwithstanding anything to the contrary in this Note or the
Subscription Agreement (as defined in Section 3(a)(i)), in the event of the
Payor's breach of the Payor's payment obligations under this Note (in connection
with an Event of Default, following the Maturity Date or otherwise), the
Holder's recourse against the Payor and the Payor's assets shall be limited to
(i) recovery of the Shares then held or owned by the Payor, which, if the Holder
is the Initial Holder, shall, in the sole discretion of the Initial Holder,
include, without limitation, the cancellation of such Shares without requirement
of further notice to the holder of the Shares, (ii) in the event that a Sale has
occurred prior to the Maturity Date, recovery of the proceeds of any such Sale,
and (iii) in the event of any Sale of a Share prior to the Maturity Date at a
price which is less than the Minimum Share Price (as defined in Section 2(b)),
the difference in value between the actual consideration received for such share
and the Minimum Sale Price.

              (b) Notwithstanding anything to the contrary in this Note, the
Payor hereby covenants and agrees not to effect any Sale (i) at a price of less
than US$0.16 per Share (the "Minimum Share Price") or (ii) for consideration
other than cash.

              (c) In the event of the cancellation of any of the Shares by the
Initial Holder (i) the aggregate unpaid Principal shall be reduced by an amount
equal to US$0.16 per Share so cancelled, and (ii) the aggregate accrued and
unpaid Interest attributable to the portion of Principal reduced pursuant to the
immediately preceding clause shall be deemed discharged in full.

         3. Events of Default.

              (a) Each of the following shall constitute an Event of Default
under this Note:

                  (i) any material breach of or default under any covenant or
agreement (including any failure to make any payment of Principal or accrued and
unpaid Interest when the same shall become due and payable) to be observed or
performed by the Payor for the benefit of the Holder pursuant to this Note or
the subscription agreement executed by the Payor in connection with the purchase
of the Shares (the "Subscription Agreement"), which such breach or default shall
remain uncured and unwaived for a period of five days after written notice
thereof is given by the Holder to the Payor and any breach of a representation
or warranty of the Payor under the Subscription Agreement; provided, however,
that (A) any breach of any representation, warranty, covenant or agreement of
the Payor contained in the Subscription Agreement, and (B) any breach of or
default under any covenant or agreement regarding Payor's obligations (I) to
make any payment of Principal or accrued and unpaid Interest when the same
become due and payable under this Note (including pursuant to Section 6(b), or
(II) pursuant to Section 2(b), shall be deemed to be a material breach or
default;

                  (ii) the Payor shall (A) voluntarily commence any proceeding
or file any petition seeking relief under the United States Code or any other
Federal or state bankruptcy, insolvency or similar law, (B) consent to the
institution of any such proceeding or the filing of any such petition, (C) apply
for or consent to the appointment of a receiver, trustee, custodian,
sequestrator or similar official for the Payor or for all or a substantial part
of her assets, or (D) make a general assignment for the benefit of creditors; or

                  (iii) an involuntary proceeding shall be commenced or an
involuntary petition shall be filed in a court of competent jurisdiction seeking
(A) relief in respect of the Payor or of all or a substantial part of her
assets, under the United States Code or any other Federal or state bankruptcy,
insolvency or similar law, (B) the appointment of a receiver, trustee,
custodian, sequestrator, or similar official for the Payor or for a substantial
part of her assets, or (C) an order or decree approving or ordering any of the
foregoing shall be issued by a court having jurisdiction and continue unstayed
and in effect for 60 days.


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              (b) Notwithstanding anything to the contrary in this Note, in case
of any Event of Default prior to the Maturity Date, and at any time thereafter
during the continuance of such Event of Default prior to the Maturity Date, the
Holder may, by written notice to the Payor and subject to the limitations set
forth in Section 2(a), declare the Note to be immediately due and payable in
full both as to Principal and accrued and unpaid Interest; provided, however,
that no notice need be given to the Payor if acceleration is based upon the
Events of Default described in clauses (ii) or (iii) of Section 3(a), in either
of which cases this Note shall automatically become immediately due and payable,
subject to Section 2(a), without requirement of any action on the part of the
Holder or the Payor.

         4. Extension of Maturity. Notwithstanding anything to the contrary in
this Note, should the Principal and accrued and unpaid Interest become due and
payable on any day (including, without limitation, the Maturity Date) other than
a Business Day, the date upon which such payment is required shall be extended
to the next succeeding Business Day, and to such payable amounts shall be added
the Interest which has accrued during such extension period at the rate per
annum herein specified.

         5. Replacement of Note. Upon receipt by the Payor of evidence
satisfactory to the Payor of the loss, theft, destruction or mutilation of this
Note, and (a) of indemnity reasonably satisfactory to the Payor (in case of
loss, theft or destruction only), or (b) upon surrender of this Note (in case of
mutilation only), the Payor shall make and deliver a new Note of like tenor in
lieu of this Note. Any Note made and delivered in accordance with this Section 5
shall be dated as of the date hereof.

         6. Prepayment.

              (a) The Payor may, in whole or in part, prepay the Principal and
accrued and unpaid Interest under this Note, without penalty or charge, upon
written notice to the Holder not less than 15 days prior to such prepayment.

              (b) Notwithstanding anything to the contrary herein, the Payor
shall make a payment in reduction of the outstanding Principal and accrued but
unpaid Interest immediately following the closing of any Sale. The amount of the
payment to be made pursuant to this Section 6(b) shall be equal to the aggregate
unpaid Principal plus all accrued but unpaid Interest as of the date of the
relevant Sale, multiplied by a fraction (i) the numerator of which is equal to
the number of Shares sold in the relevant Sale, and (ii) the denominator of
which is equal to the aggregate number of Shares initially purchased by the
issuance of this Note which remain in the possession of the Payor immediately
prior to the relevant Sale; provided, that, in the event that, in connection
with the relevant Sale, all of the Shares or all of the Shares remaining in the
possession of the Payor are sold, assigned, transferred or otherwise disposed
of, the amount of the payment to be made pursuant to this Section 6(b) shall be
equal to the aggregate unpaid Principal plus all accrued but unpaid Interest as
of the date of the relevant Sale.

         7. Costs and Expenses. The Payor and the Holder shall be responsible
for all expenses incurred by such person or entity in connection with the
preparation, negotiation, execution, and delivery of this Note.

         8. No Waivers by Delay or Partial Exercise. No delay by the Holder in
exercising any of his or its powers or rights hereunder shall operate as a
waiver of any power or right, nor shall any single or partial exercise of any
power or right preclude other or further exercise thereof, or the exercise of
any other power or right hereunder or otherwise.

         9. Entire Agreement. This Note hereto contains the entire agreement
among the Payor and the Holder with respect to the matters contemplated by this
Note, and supersedes all prior agreements or understandings among the such
persons or entities with respect to the matters contemplated by this Note.

         10. Certain Interpretations. Except as otherwise expressly provided in
this Agreement, the following rules of interpretation apply to this Agreement:
(i) the singular includes the plural and the plural includes the singular; (ii)
"or" and "any" are not exclusive and "include" and "including" are not limiting;
(iii) a reference to any agreement or other contract includes permitted
supplements and amendments; (iv) a reference to a law includes any amendment or
modification to such law and any rules or regulations issued thereunder; (v) a
reference to a person or entity includes its permitted successors and assigns;
and (vi) a reference in this Note to a Section is to the relevant Section of
this Note, except as otherwise noted.


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         11. Notices. All notices, requests and other communications to any
party hereunder shall be in writing and sufficient if delivered personally or
sent by telecopy (with confirmation of receipt) or by registered or certified
mail, postage prepaid, return receipt requested, addressed as follows:



        If to the Payor:               [PAYOR NAME]
                                       [PAYOR ADDRESS]
                                       [PAYOR FACSIMILE NUMBER]

        If to the Initial Holder:      NeoMedia Technologies, Inc.
                                       2201 Second Street, Suite 600
                                       Fort Myers, Florida  33901-3083
                                       Attention:  Chief Financial Officer
                                       Facsimile:  (941) 337-3434

        with a copy to:                Reitler Brown LLC
                                       800 Third Avenue, 21st Floor
                                       New York, New York  10022
                                       Attention:  Robert S. Brown, Esq.
                                       Facsimile:  (212) 371-5500

or to such other address or telecopy number as the party to whom notice is to be
given (including a succeeding Holder) may have furnished to the other party in
writing in accordance herewith. Each such notice, request or communication shall
be effective when received or, if given by mail, when delivered at the address
specified in this Section 11 or on the fifth Business Day following the date on
which such communication is posted, whichever occurs first.

         12. Survival. Unless otherwise expressly provided herein, all
representations warranties, covenants and agreements contained in this Note
shall survive the execution hereof and the occurrence of the Maturity Date, and
shall remain in full force and effect until the payment in full of all Principal
and accrued and unpaid Interest under this Note.

         13. Benefits of Note. All of the terms and provisions of this Note,
including all representations, warranties, covenants and agreements hereunder,
shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and permitted assigns.

         14. Amendments and Waivers. No modification, amendment or waiver of any
provision of, or consent required by, this Note, nor any consent to any
departure herefrom, shall be effective unless it is in writing and signed by the
Payor and the Holder. Such modification, amendment, waiver or consent shall be
effective only in the specific instance and for the specific purpose for which
given.

         15. Assignment. This Note and the rights and obligations of the Payor
hereunder shall not be assignable or transferable by the Payor without the prior
written consent of the Holder, which may be withheld in its sole discretion. Any
instrument purporting to make an assignment in violation of this Section 15
shall be void.

         16. Enforceability. It is the desire and intent of the parties hereto
that the provisions of this Note shall be enforced to the fullest extent
permissible under the laws and public policies applied in each jurisdiction in
which enforcement is sought. Accordingly, if any particular provision of this
Note shall be adjudicated to be invalid or unenforceable, such provision shall
be deemed amended to delete therefrom the portion thus adjudicated to be invalid
or unenforceable, such deletion to apply only with respect to the operation of
such provision in the particular jurisdiction in which such adjudication is
made.


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         17. GOVERNING LAW. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO ANY
CHOICE OR CONFLICT OF LAWS PROVISIONS).

         18. EFFECTIVENESS OF NOTE. NOTWITHSTANDING ANY TERM OR PROVISION TO THE
CONTRARY, THIS NOTE WILL NOT BE DEEMED ISSUED OR EFFECTIVE, NOR WILL INTEREST BE
DEEMED TO ACCRUE UNTIL THIS NOTE HAS BEEN RELEASED FROM ESCROW TO THE INITIAL
HOLDER IN CONNECTION WITH THE INITIAL HOLDER'S ACCEPTANCE, IN WHOLE OR IN PART,
OF THE PAYOR'S SUBSCRIPTION FOR SHARES PURSUANT TO THE SUBSCRIPTION AGREEMENT.

         19. Waivers by Payor. The Payor hereby irrevocably waives demand,
presentment for payment, notice of dishonor, protest, notice of protest and,
except as otherwise provided in Section 3(a), notice of non-payment of this
Note.

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In Witness Whereof, the Payor has executed this Note, and the Payor has caused
this Note to be issued, as of the date first set forth above, by executing the
Signature Page to the related Subscription Agreement and investment
Questionnaire.