Exhibit
10.1

    DATED     19,
October 2010

    


    


    


    


    


    


    (1)           NEOMEDIA TECHNOLOGIES
INC.

    


    (2)           IAIN McCREADY

    


    


    


    


    


    


    


    


    
      
        	
                 

                COMPROMISE
      AGREEMENT

                 

                Without
      Prejudice and Subject to Contract

                 

              


      

    

     

     

     

     

     

     

     

    
 

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    


    THIS AGREEMENT is made the
19th day of October 2010

     

    BETWEEN:

     

    
      	
              (1)

            	
              NEOMEDIA TECHNOLOGIES
      INC., a Delaware corporation whose office is at Two Concourse
      Parkway, Suite 500, Atlanta, Georgia USA (the "Company");
  and

            


    

     

    
      	
              (2)

            	
              IAIN McCREADY of 7 Upper
      Coltbridge Terrace, Edinburgh, EH12 6AD United Kingdom (the "Employee")

            


    

     

    IT IS AGREED as
follows:

     

    
      	
              1.

            	
              DEFINITIONS

            


    

     

    
      	
              1.1

            	
              In
      this Agreement and in the accompanying schedules (unless otherwise
      stated):

            


    

     

    
      	
               
      

            	
              "Certificate"

            	
              means
      the certificate at Schedule 1 of this Agreement to be signed and dated by
      the Solicitor;

            


    

     

    
      	
               
      

            	
              "Employment"

            	
              means
      the Employee's employment by the Company and/or any Group
      Company;

            


    

     

    
      	
               
      

            	
              "Employment
      Contract"

            	
              means
      the Employment Agreement dated 10 June 2008 between the
      Company and the Employee, as
amended;

            


    

     

    
      	
               
      

            	
              "Group"

            	
              means
      the Company and any holding or subsidiary company of the Company and any
      holding or subsidiary company of such companies (as those terms are
      defined in the Companies Act 2006) and any other company which the Company
      or any such holding or subsidiary of the Company is a holder of more than
      25% of the issued equity share capital (as defined in s.1159 of the
      Companies Act 2006);

            


    

     

    
      	
               
      

            	
              "Group
      Company"

            	
              means
      any member of the Group;

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
               
      

            	
              "Solicitor"

            	
              means
      Angus McPherson of Drummond Miller LLP, Moray Place Office, 31/32 Moray
      Place, Edinburgh EH3 6BZ;

            


    

     

    
      	
               
      

            	
              "Statutory
      Claims"

            	
              means
      any claim referred to in the Sex Discrimination Act 1975; the Equal Pay
      Act 1970; the Health and Safety at Work Act 1974; the Race Relations Act
      1976; the Trade Union and Labour Relations (Consolidation) Act 1992; the
      Disability Discrimination Act 1995; the Employment Rights Act 1996; the
      National Minimum Wage Act 1998; the Working Time Regulations 1998; the
      Public Interest Disclosure Act 1998; the Data Protection Act 1998; the
      Trans-national information and Consultation of Employees Regulations 1999;
      the Maternity and Parental Leave Regulations 1999; the Part-time Workers
      (Prevention of Less Favourable Treatment) Regulations 2000; the Fixed-term
      Employees (Prevention of Less Favourable Treatment) Regulations 2002; the
      Employment Equality (Religion or Belief) Regulations 2003; the Employment
      Equality (Sexual Orientation) Regulations 2003; the Employment Act 2002;
      the Employment Act 2002 (Dispute Resolution) Regulations 2004; the
      Protection from Harassment Act 1997; the Transfer of Undertakings
      (Protection of Employment) Regulations 2006; the Occupational and Personal
      Pension Schemes (Consultation by Employers and Miscellaneous Amendment)
      Regulations 2006; the Employment Equality (Age) Regulations 2006; the
      Equality  Act 2010 and any claims from which an employee may
      contract out by means of a statutory compromise
  agreement;

            


    

     

    
      	
            	
              "TerminationDate" 

            	
              means
      8 October 2010.

            


    

     

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

     

    
      	
              2.

            	
              TERMINATION OF
      EMPLOYMENT

            


    

     

    
      	
              2.1

            	
              The
      Employment terminated by mutual consent on the Termination Date. All
      payments, benefits or entitlements of any nature (whether contractual,
      discretionary or otherwise) shall cease on the Termination Date, save as
      specified in this Agreement.

            


    

     

    
      	
              3.

            	
              RESIGNATION OF
      DIRECTORSHIPS

            


    

     

    
      	
              3.1

            	
              The
      Employee shall forthwith from the Termination Date resign immediately from
      his directorships of the Company and the Supervisory Board for NeoMedia
      Europe AG by separate letters in the form set out in Schedule 2 to this
      Agreement and shall resign immediately from any other office, trusteeship
      or position that he holds in or on behalf of the Company or any Group
      Company.

            


    

     

    
      	
              3.2

            	
              The
      Employee irrevocably appoints the Company to be his attorney in his name
      and on his behalf to sign, execute or do any such instrument or thing and
      generally to use his name in order to give the Company (or its nominee)
      the full benefit of the provisions of this clause
  3.

            


    

     

    
      	
              4.

            	
              ACCRUED SUMS AND
      EXPENSES

            


    

     

    
      	
              4.1

            	
              The
      Company will pay the Employee £6,153.84 for 10 untaken days’ holiday,
      accrued up to the Termination Date. Payment will be made through the
      Company's payroll on the usual pay day. It will be subject to deductions
      for tax and national insurance and the Company has provided the Employee's
      contractual benefits up to the Termination
Date.

            


    

     

    
      	
              4.2

            	
              The
      Company will pay the Employee £76.38 in respect of the
      Employee's claimed expenses up to the Termination
  Date.

            


    

     

    
      	
              4.3

            	
              Given
      the Employee was absent from work on grounds of ill health up to the
      Termination Date, the Company will pay the Employee £94.98 in respect of 8
      days’ accrued sick pay.  The Employee agrees this comprises his
      full entitlement to outstanding
salary.

            


    

     

    
      	
              4.4

            	
              The
      Company will pay the Employee a pro-rated sum of £131.08 in respect of a
      monthly allowance for the period 1 October - 8 October 2010, less tax and
      NIC deductions.

            


    

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
              5.

            	
              THE EMPLOYEE'S
      CLAIMS

            


    

     

    
      	
              5.1

            	
              In
      the circumstances, the Employee hereby alleges and/or confirms that the
      Employee and/or the legal advisers of the Employee that, in addition to
      common law and contractual claims, he has or will have the following
      statutory claims arising from his Employment and/or its
      termination:

            


    

     

    
      	
               
      

            	
              (a)

            	
              the
      right not to suffer unauthorised deductions from wages (s3), the right to
      a written statement of reasons for dismissal (s92), the right to a
      statutory redundancy payment (s35), the right to protection from suffering
      a detriment in employment (part V) and the right not to be unfairly
      dismissed under part X of the Employment Rights Act
  1996;

            


    

     

    
      	
               
      

            	
              (b)

            	
              complaints
      in respect of the right to be accompanied or accompanying or seeking to
      accompany a colleague under section 12 of the Employment Relations Act
      1999;

            


    

     

    
      	
               
      

            	
              (c)

            	
              breaches
      of the rights under sections 11, 18, 20(1 )(a) or 24 of the National
      Minimum Wage Act 1998;

            


    

     

    
      	
               
      

            	
              (d)

            	
              complaints
      under Regulation 30 of the Working Time Regulations
  1998;

            


    

     

    
      	
               
      

            	
              (e)

            	
              breach
      of the Public Interest Disclosure Act 1998 and section 103A of the
      Employment Rights Act 1996;

            


    

     

    
      	
               
      

            	
              (f)

            	
              discrimination,
      harassment and victimisation on grounds of age under regulation 36 of the
      Employment Equality (Age) Regulations
2006;

            


    

     

    
      	
               
      

            	
              (g)

            	
              any
      other claims relating to the Employment or its termination that could be
      brought under English law.

            


    

     

    
      	
              6.

            	
              WARRANTY IN RELATION TO
      STATUTORY CLAIMS

            


    

     

    
      	
              6.1

            	
              The
      Employee warrants that he has instructed the Solicitor to advise on
      whether he has or may have any Statutory Claims against the Company, any
      Group Company or any of its or their officers or employees arising out of
      or in connection with the Employment or
      the termination of the Employment and he has provided the Solicitor with
      all relevant information to enable the Solicitor to advise on whether he
      has or may have any such Statutory
Claims.

            


    

     

    
      	
              6.2

            	
              The
      Employee further warrants that, having received the Solicitor's advice, he
      has those statutory claims referred to in clause 5 and no other Statutory
      Claims against the Company, any Group Company or its or their officers or
      employees, and that he is not aware of any facts or circumstances which
      may give rise to any other claims against the Company, any Group Company
      or any of its or their officers or
employees.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
              7.

            	
              PAYMENTS

            


    

     

    
      	
              7.1

            	
              Subject
      to the Solicitor providing the Certificate and to the Employee complying
      in full with his obligations under this Agreement, the Company will,
      without any admission of liability and in reliance and conditional upon
      the matters referred to in clauses 5, 6 and 11 pay to the Employee
      £33,333.33 as compensation for termination of the Employment (the “Compensation
      Sum”).

            


    

     

    
      	
              7.2

            	
              Subject
      to the conditions referred to in 7.1 being satisfied payment of the sums
      referred to in this clause will be made after the Employee's P45 has been
      issued and in three equal tranches on the following
  dates:

            


    

     

    
      	
               
      

            	
              (a)

            	
              £
      11,111.11 to be paid on 31 October
2010;

            


    

     

    
      	
               
      

            	
              (b)

            	
              £
      11,111.11 to be paid on 31 November 2010;
and

            


    

     

    
      	
               
      

            	
              (c)

            	
              £
      11,111.11 to be paid on 31 December
2010.

            


    

     

    
      	
              7.3

            	
              The
      Employee will be responsible for the payment of any tax and employees'
      national insurance contributions that may become due in respect of the
      Compensation Sum over and above the sums deducted by the Company under
      clause 7.4.  The Employee agrees to indemnify the Company and
      any other Group Company and to keep the Company and any other Group
      Company indemnified on a continuing basis against all liabilities to
      taxation (including any interest, penalties, reasonable costs and
      expenses) which the Company and any other Group Company may incur in
      respect of the Compensation Sum or other payment or benefit made under the
      Agreement including under clause 15.2, save in relation to the sums
      deducted by the Company under clause
7.4.

            


    

     

    
      	
              7.4

            	
              The
      Company gives no warranty as to the tax and national insurance treatment
      of any payments or benefits made available to the Employee under this
      Agreement, but believes that, in the circumstances of the termination of
      the Employment, the first £30,000 of the Compensation Sum may be paid free
      of tax pursuant to section 401 of the Income Tax (Earnings and Pensions)
      Act 2003 and that no charge to tax arises under section 225 of the Income
      Tax (Earnings and Pensions) Act 2003 by virtue of the undertakings given
      by the Employee in clause 11 of the Agreement having regard to Inland
      Revenue Statement of Practice SP 3/96. The Company will deduct basic rate
      tax and NIC deductions due from the balance of the Compensation Sum and
      will account to the Revenue for those
  deductions.

            


    

     

    
      	
              8.

            	
              SHARE
      OPTIONS

            


    

     

    
      	
              8.1

            	
              The
      Employee currently holds options to acquire 509,375 shares of common stock
      in the Company which under clause 5.1 of the relevant stock option
      agreements will remain exercisable, to the extent vested, for 3 months
      following the Termination Date following which they will
      lapse.  As at the Termination Date, these options will have
      vested as to 359,375 shares (the “Vested Options”) and
      will be unvested as to 150,000 shares (the “Unvested
      Options”).  The Company and Employee agree that clause
      5.1 of the stock option agreements will be varied so that the Vested
      Options shall remain exercisable up to and including the date of the first
      anniversary of this agreement, following which they shall lapse. In all
      other respects, the Vested Options will continue to be subject to the
      Company's 2003 Stock Option Plan and the relevant stock option agreements
      including, without limitation, clause 5.6 ("detrimental conduct")
      and any provisions that would cause the options to lapse earlier than the
      date set out in clause 5.1 (for example on a Change in
      Control).  For the avoidance of doubt the Unvested Options shall
      automatically lapse on the Termination
Date.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
              8.2

            	
              The
      Employee will be responsible for the payment of any tax and employees'
      national insurance contributions that may become due in respect of any
      options exercised under Clause 8.1.  The Employee agrees to
      indemnify the Company and any other Group Company and to keep the Company
      and any other Group Company indemnified on a continuing basis against all
      liabilities to taxation (including any interest, penalties, reasonable
      costs and expenses) which the Company and any other Group Company may
      incur in respect of options exercised under Clause 8.1 or shares acquired
      on exercise of those options.

            


    

     

    
      	
              9.

            	
              LEGAL
    COSTS

            


    

     

    
      	
              9.1

            	
              The
      Company will make a contribution towards the reasonable legal costs
      incurred by the Employee in taking advice on the terms of this Compromise
      Agreement, up to a maximum of £500 (plus
VAT).

            


    

     

    
      	
              9.2

            	
              Payment
      of this sum will be made directly to the Employee's solicitors within 14
      days of the Company receiving a copy of an invoice addressed to the
      Employee, showing the fees due and marked as being payable by the
      Company.

            


    

     

    
      	
              10.

            	
              GENERAL
      WARRANTIES

            


    

     

    The
Employee warrants that:

     

    
      	
              10.1

            	
              he
      has not committed any breach of duty (including fiduciary duty) owed to
      the Company or any other Group
Company;

            


    

     

    
      	
              10.2

            	
              he
      has not done or omitted to do anything
which:

            


    

     

    
      	
               
      

            	
              (a)

            	
              had
      the Company been aware of it, would have entitled the Company to terminate
      his Employment summarily and without compensation (if the Employee had
      still been employed); or

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
               
      

            	
              (b)

            	
              had
      it been done after the date of this Agreement would be in breach of the
      terms of this Agreement;

            


    

     

    
      	
              10.3

            	
              he
      is not employed or doing any work in any capacity, he is not in
      discussions which are likely to lead to employment or engagement in any
      capacity and he has not received an offer to do any work, in any
      capacity;

            


    

     

    
      	
              10.4

            	
              he
      is not aware of any grounds on which he may make (or, to the best of his
      knowledge, any other employee of the Company or any Group Company is
      intending to make) a "protected disclosure" or a "qualifying disclosure"
      within the meaning of Part IVA of the Employment Rights Act 1996 in
      relation to the Company or any Group Company;
  and

            


    

     

    
      	
              10.5

            	
              he
      is not aware of any circumstances or symptoms that may give rise to a
      claim by him against the Company of any Group Company for personal injury
      or industrial disease or in respect of accrued pension
    rights.

            


    

     

    
      	
              11.

            	
              SETTLEMENT

            


    

     

    
      	
              11.1

            	
              The
      Employee accepts the terms of this Agreement in full and final settlement
      of all and any claims, demands, costs and expenses or rights of action of
      any kind whether past, present or future and whether contemplated or not
      that he has or may have against the Company, or any other Group Company,
      or any of its or their respective officers and employees and agents
      relating directly or indirectly to the statutory claims alleged in clause
      5, his Employment, the Service Agreement, directorship or other office,
      the termination of any of them or any other matter, including any common
      law, contractual, tortious or Statutory Claims or any claim under European
      law as well as any past, present or future claims related to the Incentive
      Bonus Compensation or the Sale Bonus schemes as defined in the Employment
      Contract or any other bonus, commission, payment or other such entitlement
      relating to the Employment and/or any relevant alleged entitlements
      arising out of such arrangements whether contractual or non contractual
      and/or howsoever agreed and/or any claims related to D & O insurance
      coverage which was applied for the Employee from time to
      time  (but excluding any claim or other right of action which,
      if included in this clause 11.1 would render this clause void (whether in
      whole or in part).

            


    

     

    
      	
              11.2

            	
              The
      Employee accepts that the Company is entering into this settlement for the
      benefit of itself and, as trustee for each other person referred to in
      this clause, other than the
Employee.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
              11.3

            	
              Clause
      11.1 shall have effect irrespective of whether or not the Employee is or
      could be aware of such claims, costs and expenses or rights of action at
      the date of this Agreement and irrespective of whether or not such claims,
      costs, expenses or rights of action are in the express contemplation of
      the Company and any Group Company or their respective officers, employees
      or agents and the Employee at the date of this Agreement (including
      claims, costs, expenses or rights of action of which the Employee becomes
      aware after the date of this Agreement in whole or in part as a result of
      the commencement of new legislation or the development of the common
      law).

            


    

     

    
      	
              11.4

            	
              The
      Employee agrees not to institute or pursue any claim in respect of any
      matter referred to in clause 5, any other Statutory Claim or any other
      claim referred to in clause 11.1.

            


    

     

    
      	
              11.5

            	
              It
      is a condition of the payment of any sum under this Agreement that no
      proceedings in any Employment Tribunal, High Court, County Court or any
      other court of competent jurisdiction or arbitration proceedings have been
      or will be brought by the Employee against the Company or any other Group
      Company or any of their respective officers or employees or agents (other
      than in relation to any accrued pension entitlement or personal injury or
      to enforce the terms of this Agreement). If the Employee brings any claim
      (without prejudice to any other rights or remedies available to the
      Company), the sums under this Agreement shall immediately become repayable
      to the Company as a debt together with all costs (including legal fees)
      reasonably incurred by the Company in recovering the sums under this
      Agreement and/or in relation to any claim so
  issued.

            


    

     

    
      	
              12.

            	
              CONFIDENTIALITY

            


    

     

    
      	
              12.1

            	
              The
      Employee reaffirms that he will comply with his ongoing obligations of
      confidentiality to the Company and to the other Group Companies after the
      Termination Date.

            


    

     

    
      	
              12.2

            	
              As
      part of his ongoing obligations of confidentiality to the Company the
      Employee reaffirms that he will keep confidential and will procure that
      his spouse or partner will keep confidential the existence and terms of
      this Agreement except for the purposes
of:

            


    

     

    
      	
               
      

            	
              (a)

            	
              obtaining
      legal advice in relation to it;

            


    

     

    
      	
               
      

            	
              (b)

            	
              complying
      with disclosure obligations to the proper authorities as required by law
      including Form 8K and Form 4 to be filed with the US Securities and
      Exchange Commission;

            


    

     

    
      	
               
      

            	
              (c)

            	
              making
      truthful statements to any actual or prospective employer that his
      Employment terminated by agreement with the Company on terms which remain
      confidential; and

            


    

     

    
      	
               
      

            	
              (d)

            	
              disclosing
      the same to his spouse or partner providing that he imposes upon her a
      like condition of confidentiality.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
              12.3

            	
              The
      Employee will and will procure that his spouse or partner
      will:

            


    

     

    
      	
               
      

            	
              (a)

            	
              refrain
      from making any comment to any person about the circumstances, discussions
      or negotiations leading to the termination of his Employment with the
      Company; and

            


    

     

    
      	
               
      

            	
              (b)

            	
              not
      make or publish or cause to be made or published to anyone any disparaging
      remarks about the Company or any other Group Company or its or their
      respective officers, employees or
agents.

            


    

     

    
      	
              12.4

            	
              The
      Employee warrants that he has not made any statement or taken any
      steps

            


    

     

    
      	
               
      

            	
              prior
      to the date of this Agreement which would constitute a breach of this
      clause 12 if it had occurred after the date of this
    Agreement.

            


    

     

    
      	
              13.

            	
              POST-TERMINATION
      RESTRICTIONS

            


    

     

    
      	
              13.1

            	
              The
      Employee reaffirms that he remains bound by and will comply with the
      express and implied terms of the Employment Contract which are expressed
      to take effect on or after the Termination Date, including but not limited
      to clause 4 save that the Non-Compete Period referred to in clause
      4(a)(iv) of the Employment Contract shall be reduced to 3 months (the
      “Reduced Non-Compete
      Period”).

            


    

     

    
      	
              13.2

            	
              The
      Employee agrees that the restrictions contained in clause 4 of the
      Employment Contract are reasonable and necessary to protect the legitimate
      business interests of the Company and other Group
    Companies.

            


    

     

    
      	
              13.3

            	
              The
      Employee agrees that if he receives any offer of employment or other work,
      during the Reduced Non-Compete Period, he will give the person offering
      the employment or other work a copy of the Employment
      Contract.

            


    

     

    
      	
              14.

            	
              REFERENCE

            


    

     

    
      	
              14.1

            	
              If
      asked to provide a written reference for the Employee the Company will
      provide a reference in the terms set out in Schedule 3 subject to any
      legal or regulatory obligations owed by the Company from time to time and
      to any further information coming to the attention of the Company which it
      considers should be included in the reference and to the right of the
      Company not to include any statement which is misleading or
      false.

            


    

     

    
      	
              15.

            	
              RETURN OF COMPANY
      PROPERTY

            


    

     

    
      	
              15.1

            	
              On
      or before the Termination Date the Employee
  will:

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
               
      

            	
              (a)

            	
              return
      to the Company in good condition all books, documents, papers, discs,
      tapes, data (including copies, summaries and extracts, held in any form,
      including electronically), material, credit cards, keys, security cards or
      other property of or relating to the Company or any other Group Company
      and any of their respective clients and suppliers which the Employee has
      in his possession or which is under the Employee's
  control;

            


    

     

    
      	
               
      

            	
              (b)

            	
              remove
      all and any Company or Group Company information, whether this comprises
      confidential information or not, or whether it is information belonging to
      or obtained from or prepared for the Company or any other Group Company or
      any of its or their respective customers, clients, investors or advisers,
      both from the Company’s mobile telephone and laptop, it being agreed that
      he is entitled to retain ownership of both such devices and that he, on
      the date of this Agreement or before provide the Company with an image of
      his laptop hard drive; and

            


    

     

    
      	
               
      

            	
              (c)

            	
              hereby
      provide a written undertaking that he will immediately return any such
      property which subsequently comes into the Employee's possession or
      control in the future.

            


    

     

    
      	
              15.2

            	
              The
      parties agree that in respect of the laptop and mobile phone, no income
      tax or national insurance contributions should be payable in respect of
      the transfer of ownership, pursuant to Chapter 3 of Part 6 of the Income
      tax (Earnings and Pensions) Act 2003.  However, the Employee
      agrees to indemnify the Company and any other Group Company and to keep
      the Company and any other Group Company indemnified on a continuing basis
      against all liabilities to taxation (including any interest, penalties,
      reasonable costs and expenses) which the Company and any other Group
      Company may incur in respect of the transfer of laptop and mobile
      phone.

            


    

     

    
      	
              16.

            	
              THE CONTRACTS (RIGHTS OF THIRD
      PARTIES) ACT 1999

            


    

     

    
      	
              16.1

            	
              Pursuant
      to the Contract (Rights of Third Parties) Act 1999, s.1(1)(a) and s.1(6)
      the Company's officers and employees and each Group Company and their
      respective officers and employees are expressly provided with the right to
      enforce the waiver given by the Employee pursuant to clause 11 together
      with the right to enforce the benefit of all other clauses in this
      Agreement conferring rights on third
parties.

            


    

     

    
      	
              16.2

            	
              The
      consent of a third party shall not be required for the variation or
      termination of this Agreement, even if that variation or termination
      affects the benefits conferred in this Agreement on that third
      party.

            


    

     

    
      	
              17.

            	
              STATUTORY
      COMPROMISE

            


    

     

    
      	
              17.1

            	
              This
      Agreement complies with the requirements
of:

            


    

     

    
      	
               
      

            	
              (a)

            	
              the
      Sex Discrimination Act 1975;

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
               
      

            	
              (b)

            	
              the
      Race Relations Act 1976;

            


    

     

    
      	
               
      

            	
              (c)

            	
              the
      Trade Union and Labour Relations (Consolidation) Act
  1992;

            


    

     

    
      	
               
      

            	
              (d)

            	
              the
      Disability Discrimination Act 1995;

            


    

     

    
      	
               
      

            	
              (e)

            	
              the
      Employment Rights Act 1996;

            


    

     

    
      	
               
      

            	
              (f)

            	
              the
      National Minimum Wage Act 1998;

            


    

     

    
      	
               
      

            	
              (g)

            	
              the
      Working Time Regulations 1998;

            


    

     

    
      	
               
      

            	
              (h)

            	
              the
      Public Interest Disclosure Act
1998;

            


    

     

    
      	
               
      

            	
              (i)

            	
              the   Trans-national    Information   and    Consultation    of   Employees
      Regulations 1999;

            


    

     

    
      	
               
      

            	
              (j)

            	
              the  Part-time
      Workers  (Prevention  of
      Less  Favourable  Treatment) Regulations
      2000;

            


    

     

    
      	
               
      

            	
              (k)

            	
              the
      Fixed-term Employees (Prevention of Less Favourable Treatment) Regulations
      2002;

            


    

     

    
      	
               
      

            	
              (l)

            	
              the
      Employment Equality (Sexual Orientation) Regulations
  2003;

            


    

     

    
      	
               
      

            	
              (m)

            	
              the
      Employment Equality (Religion and Belief) Regulations
  2003;

            


    

     

    
      	
               
      

            	
              (n)

            	
              the
      Employment Equality (Age) Regulations
2006;

            


    

     

    
      	
               
      

            	
              (o)

            	
              the
      Occupational  and  Personal  Pension  Schemes  (Consultation  by
      Employers and Miscellaneous Amendment) Regulations
  2006;

            


    

     

    
      	
               
      

            	
              (p)

            	
              the
      Employment Act 2002; and

            


    

     

    
      	
               
      

            	
              (q)

            	
              the
      Equality Act 2010.

            


    

     

    
      	
              17.2

            	
              The
      Employee repeats the warranties given in clause 6 and confirms that he has
      received independent legal advice on the terms and effect of this
      Agreement, and in particular its effect on his ability to pursue his
      rights before an Employment
Tribunal.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
              17.3

            	
              The
      legal advice has been given to the Employee by the
    Solicitor.

            


    

     

    
      	
              17.4

            	
              The
      Solicitor has confirmed to the Employee that there is in force a contract
      of insurance or an indemnity provided for members of a profession covering
      the risk of a claim against him and/or the firm in respect of loss arising
      from his advice to the Employee.

            


    

     

    
      	
              18.

            	
              ENTIRE
      AGREEMENT

            


    

     

    
      	
              18.1

            	
              The
      terms of this Agreement contain the entire understanding between the
      Employee and the Company and any other Group Company concerning the
      termination of the employment and office of the Employee and all related
      matters and supersedes and abrogates all (if any) other agreements,
      arrangements, representations or undertakings in such respect which shall
      be deemed terminated by mutual
consent.

            


    

     

    
      	
              18.2

            	
              This
      Agreement, whilst marked "Without Prejudice and Subject to Contract" will
      be binding upon the parties upon
completion.

            


    

     

    
      	
              19.

            	
              GOVERNING LAW AND
      JURISDICTION

            


    

     

    This
Agreement is governed by the law of England and Wales and any dispute between
the parties relating to it is subject to the exclusive jurisdiction of the
courts of England and Wales.

     

     

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                	
                                        Signed
      by

                                      	
                                        /s/
      Michael W. Zima, CFO & Secretary

                                      	 
	 
      	
                                        Michael
      W. Zima

                                      	 
	
                                        on
      behalf of

                                      	 
	
                                        NEOMEDIA
      TECHNOLOGIES INC.

                                      	 
	 
      	 
      	 
	
                                        Signed
      by

                                      	
                                        /s/
      Iain A. McCready

                                      	 
	
                                        IAIN
      McCREADY

                                      	 
	
                                        in
      the presence of:

                                      	 
	 	 
	
                                        Name:

                                      	
                                        /s/
      Anne Leyland Williams

                                      	 
	 	 	 
	 	 	 
	
                                        Address:

                                      	
                                        32
      Moray Place

                                      	 
	 
      	
                                        Edinburgh

                                      	 
	 
      	
                                        EH3
      6BZ

                                      	 
	 
      	
                                        19
      October 2010