EXHIBIT 10.56

                           NEOMEDIA TECHNOLOGIES, INC.
                         NEOMEDIA TELECOM SERVICES INC.
                          2201 Second Street, Suite 402
                           Fort Meyers, Florida 33901


                                                                  March 17, 2005

Mr. Guy Fietz
President and Chief Executive Officer
BSD Software, Inc.
8500 MaCleod Trail, S.E., Suite 300E
Calgary, Alberta
Canada T2H 2N1

        Re:  Extension of Outside Date in the Agreement and Plan of Merger

Dear Mr. Fietz:

         This letter agreement  amends  particular terms of that of that certain
Agreement and Plan of Merger (the  "AGREEMENT"),  dated as of December 21, 2004,
by and among  NeoMedia  Technologies,  Inc., a Delaware  corporation  ("BUYER"),
NeoMedia Telecom Services,  Inc., a Nevada  corporation  ("MERGER SUB"), and BSD
Software,  Inc., a Florida  corporation (the "COMPANY").  Capitalized  terms not
otherwise  defined  herein  shall  have  the  meanings  ascribed  to them in the
Agreement. The Agreement is hereby amended in the following respects:

         Section 8.1.(b) is hereby amended to delete the reference to "March 31,
2005"  and to  replace  it with  "July 31,  2005." As a result of the  foregoing
change,  (i) Buyer or the Company shall have the absolute right to terminate the
Agreement,  and the  Merger  would  thereby be  abandoned,  if the Merger is not
consummated  on or before July 31, 2005,  unless such date is extended by mutual
consent of the parties to the  Agreement;  and (ii) all  references  to the term
"Outside  Date"  which is  defined in Section  8.1.(b)  of the  Agreement  shall
hereinafter refer to July 31, 2005 instead of March 31, 2005.

         This letter  agreement  may be executed in any number of  counterparts,
each of which shall be deemed an  original,  and both of which shall  constitute
one and the same instrument. This letter agreement shall be accepted,  effective
and  binding,  for  all  purposes,  when  the  parties  shall  have  signed  and
transmitted  to each other,  by telecopier  or otherwise,  copies of this letter
agreement.  In the event of any  litigation  arising  hereunder,  the prevailing
party or parties shall be entitled to recover its reasonable attorneys' fees and
court  costs from the other party or  parties,  including  the costs of bringing
such litigation and collecting upon any judgments.  This letter  agreement shall
be binding  upon and shall inure to the benefit of the parties  hereto and their
respective heirs,  executors,  legal representatives,  trustees,  successors and
assigns.

<PAGE>

         If the  foregoing  correctly  sets  forth the  terms of our  agreement,
please so signify by signing this letter  agreement on the line  provided  below
for such  purpose  and  transmitting  to each of us a signed copy of this letter
agreement,  whereupon this letter agreement will constitute a binding  agreement
among us.

                                Very truly yours,

                                NEOMEDIA TECHNOLOGIES, INC.


                                By:  /s/ Charles T. Jensen
                                   -----------------------------------------
                                     Charles T. Jensen
                                     President, CEO, COO & Director


                                NEOMEDIA TELECOM SERVICES, INC.


                                By:  /s/ David A. Dodge
                                   -----------------------------------------
                                     David A. Dodge
                                     Secretary & Treasurer


ACKNOWLEDGED, AGREED TO AND ACCEPTED THIS __ DAY OF MARCH, 2005:

BSD SOFTWARE, INC.


By:      /s/ Guy Fietz
   --------------------------------------------------
         Guy Fietz, President & CEO