EXHIBIT 4.15

                                 NeoMedia Technologies, Inc.

                                         Exhibit 4.15

                     Form of Warrant to Joseph Charles & Associates, Inc.

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                           WARRANT TO PURCHASE SHARES
                                 OF COMMON STOCK

                                       OF
                           NEOMEDIA TECHNOLOGIES, INC.

                        Warrant to Purchase 65,000 Shares
                   (subject to adjustment as set forth herein)

                        Exercise Price $10.125 Per Share
                   (subject to adjustment as set forth herein)

              VOID AFTER 5:00 P.M., CENTRAL TIME, NOVEMBER 25, 2001

THE SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933 (the "Act") OR REGISTERED OR QUALIFIED UNDER ANY OTHER
APPLICABLE FEDERAL OR STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE OFFERED
FOR SALE, SOLD, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT OR QUALIFICATION FILED IN ACCORDANCE WITH THE ACT OR
PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE ACT.

        NeoMedia Technologies, Inc. (the "Company") hereby certifies that, for
value received, Joseph Charles & Associates, Inc., 525 South Flagler Drive,
Suite 400, West Palm Beach, Florida 33401 (the "Holder"), is entitled, subject
to the terms and conditions set forth below, to purchase from the Company at any
time at or before 5:00 p.m., Central time, on November 25, 2001, up to 65,000
Shares ("Share" in the singular and "Shares" in the plural) of the Company's
$.01 par value common stock ("Common Stock") at a purchase price of $10.125 per
Share (the "Exercise Price"). Neither this Warrant nor the Shares issuable upon
exercise of this Warrant have been registered under the Act nor have they been
registered or qualified under any other applicable federal or state securities
laws. Accordingly, neither this Warrant nor the Shares issuable upon exercise of
this Warrant may be offered for sale, sold or otherwise transferred except
pursuant to an effective registration statement or qualification filed in
accordance with the Act and applicable state securities laws or pursuant to an
exemption from registration under the Act and applicable state securities laws.

        The number of the securities purchasable upon exercise of this Warrant
and the Exercise Price are subject to adjustment as provided below. The term
"Warrant" as used herein shall include this Warrant and any warrants issued in
substitution for or replacement of this Warrant, or any warrants into which this
Warrant may be divided or exchanged. The Shares purchasable upon the exercise of
this Warrant are hereinafter referred to as "Warrant Securities."

        This Warrant may not be assigned, transferred, sold or offered for sale
by the Holder without the express written approval of the Company.

        1.     EXERCISE OF WARRANT.

       (a)     Subject to the other terms and conditions of this Warrant, the
purchase rights evidenced by this Warrant may be exercised in whole or in part
at any time, and from time to time, prior to 5:00 p.m., Central time, on
November 25, 2001, by the Holder's presentation and surrender of this Warrant to
the Company at its principal office accompanied by a duly executed Notice of
Exercise, in the form attached to and by this reference incorporated in this
Warrant as Exhibit A, and by payment of the aggregate Exercise Price, in
certified funds or a bank cashier's check, for the number of Shares specified in
the Notice of Exercise. This Warrant may only be exercised for the purchase of
whole Shares. In the event this Warrant is exercised in part only, as soon as is
practicable after the

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presentation and surrender of this Warrant to the Company for exercise, the
Company shall execute and deliver to the Holder a new Warrant, containing the
same terms and conditions as this Warrant, evidencing the right of the Holder to
purchase the number of Shares as to which this Warrant has not been exercised.

       (b)   Upon receipt of this Warrant by the Company as described in
subsection (a) above, the Holder shall be deemed to be the holder of record of
the Warrant Securities issuable upon such exercise, notwithstanding that the
transfer books of the Company may then be closed or that certificates
representing such Warrant Securities may not have been prepared or actually
delivered to the Holder.

        2.   EXCHANGE, ASSIGNMENT OR LOSS OF WARRANT.

       (a)   This Warrant may not be sold, transferred, assigned, pledged or
hypothecated without the express written consent of the Company. In addition,
all sales, transfers, assignments or hypothecations of this Warrant must be in
compliance with Section 7 hereof. Any assignment or transfer of this Warrant
shall be made by the presentation and surrender of this Warrant to the Company
at its principal office accompanied by a duly executed Assignment Form, in the
form attached to and by this reference incorporated in this Warrant as Exhibit
B. Upon the presentation and surrender of these items to the Company, the
Company shall execute and deliver to the new Holder or Holders a new Warrant or
Warrants, containing the same terms and conditions as this Warrant, in the name
of the new Holder or Holders as named in the Assignment Form, and this Warrant
shall at that time be canceled.

       (b)   This Warrant, alone or with other Warrants containing substantially
the same terms and conditions and owned by the same Holder, is exchangeable at
the option of the Holder at any time prior to its expiration either by its terms
or by its exercise in full upon presentation and surrender to the Company at its
principal office for another Warrant or other Warrants, of different
denominations but containing the same terms and conditions as this Warrant,
entitling the Holder to purchase the same aggregate number of Warrant Securities
that were purchasable pursuant to the Warrant or Warrants presented and
surrendered. At the time of presentation and surrender by the Holder to the
Company, the Holder also shall deliver to the Company a written notice, signed
by the Holder, specifying the denominations in which new Warrants are to be
issued to the Holder.

        (c)   The Company will execute and deliver to the Holder a new
Warrant containing the same terms and conditions as this Warrant upon receipt by
the Company of evidence reasonably satisfactory to it of the loss, theft,
destruction, or mutilation of this Warrant, provided that (i) in the case of
loss, theft, or destruction, the Company receives from the Holder an
indemnification satisfactory to it, and (ii) in the case of mutilation, the
Holder presents and surrenders this Warrant to the Company for cancellation. Any
new Warrant executed and delivered shall constitute an additional contractual
obligation on the part of the Company regardless of whether the Warrant that was
lost, stolen, destroyed, or mutilated shall be enforceable by anyone at any
time.

        3.    ADJUSTMENT OF WARRANT PRICE AND NUMBER OF WARRANT SECURITIES.

        The number and kind of securities purchasable upon the exercise of each
Warrant and the Warrant Securities shall be subject to adjustment from time to
time upon the happening of certain events, as hereinafter defined.

              (a) The number of Warrant Securities purchasable upon the
        exercise of each Warrant and the Exercise Price shall be subject to
        adjustment as follows:

                      (i) In case the Company shall (A) pay a dividend in
               shares of Common Stock or make a distribution in shares of Common
               Stock, (B) subdivide or split its outstanding shares of Common
               Stock, (C) combine its outstanding shares of Common Stock into a
               smaller number of shares of Common Stock or (D) issue by
               reorganization, reclassification or recapitalization of its
               shares of Common Stock other securities of the Company, the
               number of Warrant Securities purchasable upon exercise of each
               Warrant immediately prior thereto shall be adjusted so that the
               Holder of each Warrant shall be entitled to receive the kind and
               number of Warrant Securities or other securities

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               of the Company which such Holder would have owned or have been
               entitled to receive after the happening of any of the events
               described above, had such Warrant been exercised immediately
               prior to the happening of such event or any record date with
               respect thereto. An adjustment made pursuant to this paragraph
               (i) shall become effective immediately after the effective date
               of such event retroactive to the record date, if any, for such
               event.

                      (ii) In case the Company shall distribute to all holders
               of its shares of Common Stock evidences of its indebtedness or
               assets (excluding cash dividends or distributions payable out of
               consolidated earnings or earned surplus and dividends or
               distributions referred to in paragraph (i) above) or rights,
               options or warrants or convertible or exchangeable securities
               containing the right to subscribe for or purchase shares of
               Common Stock, then in each case the number of Warrant Securities
               thereafter purchasable upon the exercise of each Warrant shall be
               determined by multiplying the number of Warrant Securities
               theretofore purchasable upon the exercise of each Warrant, by a
               fraction, of which the numerator shall be the then current market
               price per share of Common Stock (as defined in Section 3(a)(iii)
               hereof) on the date of such distribution, and of which the
               denominator shall be the then current market price per share of
               Common Stock, less the then fair value (as determined by the
               Board of Directors of the Company, whose determination shall be
               conclusive) of the portion of the assets or evidences of
               indebtedness so distributed or of such subscription rights,
               options or warrants, or of such convertible or exchangeable
               securities applicable to one share of Common Stock. Such
               adjustment shall be made whenever any such distribution is made,
               and shall become effective on the date of distribution
               retroactive to the record date for the determination of
               stockholders entitled to receive such distribution.

                      (iii) For the purpose of any computation under Section
               3(a)(iii) and Section 9 hereof, the current market price per
               share of Common Stock at any date shall be the average closing
               price of the Common Stock (if then traded in the over-the-counter
               market) or the average closing price of the Common Stock (if then
               traded on NASDAQ's National Market System or on a national
               securities exchange) for the five consecutive trading days ending
               the day prior to the date as of which such computation is made.
               If the Common Stock is not so listed or admitted to unlisted
               trading privileges and closing prices are not so reported, the
               current market price per share shall be determined in such
               reasonable manner as may be prescribed by the Board of Directors
               of the Company.

                      (iv) No adjustment in the number of Warrant Securities
               purchasable hereunder shall be required unless such adjustment
               would require an increase or decrease of at least one percent
               (1%) in the number of Warrant Securities purchasable upon the
               exercise of this Warrant; provided, however, that any adjustments
               which by reason of this Section 3(a)(iv) are not required to be
               made shall be carried forward and taken into account in any
               subsequent adjustment. All calculations shall be made to the
               nearest one-thousandth of a share.

                      (v) Whenever the number of Warrant Securities
               purchasable upon the exercise of this Warrant is adjusted, as
               herein provided, the Exercise Price payable upon exercise of this
               Warrant in effect immediately prior to such adjustment, shall be
               adjusted by multiplying such Exercise Price immediately prior to
               such adjustment by a fraction, of which the numerator shall be
               the number of Warrant Securities purchasable upon the exercise of
               this Warrant immediately prior to such adjustment, and of which
               the denominator shall be the number or Warrant Securities so
               purchasable immediately thereafter.

                      (vi) For the purpose of this Section 3(a), the term
               "shares of Common Stock" shall mean (i) the class of stock
               designated as the Common Stock of the Company at the date of this
               Warrant, or (ii) any other class of stock resulting from
               successive changes or reclassification of such shares consisting
               solely of changes in par value, or from par value to no par
               value, or from no par

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               value to par value. In the event that at any time, as a result of
               an adjustment made pursuant to Section 3(a)(i) above, the Holders
               shall become entitled to purchase any shares of the Company other
               than shares of Common Stock, thereafter the number of such other
               shares so purchasable upon exercise of this Warrant and the
               Exercise Price of such shares shall be subject to adjustment from
               time to time in a manner and on terms as nearly equivalent as
               practicable to the provisions with respect to the Warrant
               Securities contained in Section 3(a)(i) through Section 3(a)(v)
               inclusive, above, and the provisions of Sections 3(b) and 3(c)
               hereof, with respect to the Warrant Securities, shall apply on
               like terms to any such other shares.

        (b) Whenever the number of Warrant Securities purchasable upon the
exercise of this Warrant or the Exercise Price of such Warrant Securities is
adjusted, as herein provided, the Company shall promptly mail by first class
mail, postage prepaid, to each Holder notice of such adjustment or adjustments
and a certificate of a firm of independent public accountants selected by the
Board of Directors of the Company (who may be the regular accountants employed
by the Company) setting forth the number of Warrant Securities purchasable upon
the exercise of this Warrant and the Exercise Price of such Warrant Securities
after such adjustment, setting forth a brief statement of the facts requiring
such adjustment and setting forth the computation by which such adjustment was
made. Such certificate shall be conclusive of the correctness of such
adjustment.

        (c) Except as provided in subsection (a), no adjustment in respect
of any cash dividend shall be made during the term of this Warrant or upon its
exercise.

        (d) In case of any consolidation of the Company with or merger of
the Company into another corporation or in case of any sale or conveyance to
another corporation of the property of the Company as an entirety or
substantially as an entirety, the Company or such successor or purchasing
corporation, as the case may be, shall agree that each Holder shall have the
right thereafter upon payment of the Exercise Price in effect immediately prior
to such action to purchase upon exercise of this Warrant the kind and amount of
shares and other securities and property which such Holder would have owned or
have been entitled to receive after the happening of such consolidation, merger,
sale or conveyance had such Warrant been exercised immediately prior to such
action. The Company shall mail by first class mail, postage prepaid, to each
Holder, notice of the execution of any such agreement. Such agreement shall
provide for adjustments, which shall be as nearly equivalent as may be
practicable to the adjustments provided for in this Section 3. The provisions of
this Section 3(d) shall similarly apply to successive consolidations, mergers,
sales or conveyances.

        (e) Irrespective of any adjustments in the Exercise Price or the
number or kind of shares purchasable upon the exercise of the Warrant, any
certificate theretofore or thereafter issued may continue to express the same
price and number and kind of shares as are stated in this Warrant.

        4.     NOTICE TO HOLDERS.  If, prior to the expiration of this Warrant
either by its terms or by its exercise in full, any of the following shall
occur:

               (a)    the Company shall declare a dividend or authorize any
        other distribution on its Common Stock; or

               (b)    the Company shall authorize the granting to the
        shareholders of its Common Stock of rights to subscribe for or purchase
        any securities or any other similar rights; or

               (c)    any reclassification, reorganization or similar change
        of the Common Stock, or any consolidation or merger to which the Company
        is a party, or the sale, lease, or exchange of any significant portion
        of the assets of the Company; or

               (d )   the voluntary or involuntary dissolution, liquidation or
        winding up of the Company; or

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               (e)    any purchase, retirement or redemption by the Company of
        its Common Stock;

then, and in any such case, the Company shall deliver to the Holder or Holders
written notice thereof at least 30 days prior to the earliest applicable date
specified below with respect to which notice is to be given, which notice shall
state the following:

               (i)    the date on which a record is to be taken for the
        purpose of such dividend, distribution or rights, or, if a record is not
        to be taken, the date as of which the shareholders of Common Stock of
        record to be entitled to such dividend, distribution or rights are to be
        determined;

               (ii)   the date on which such reclassification, reorganization,
        consolidation, merger, sale, transfer, dissolution, liquidation, winding
        up or purchase, retirement or redemption is expected to become
        effective, and the date, if any, as of which the Company's shareholders
        of Common Stock of record shall be entitled to exchange their Common
        Stock for securities or other property deliverable upon such
        reclassification, reorganization, consolidation, merger, sale, transfer,
        dissolution, liquidation, winding up, purchase, retirement or
        redemption; and

               (iii)   if any matters referred to in the foregoing clauses (i)
       and (ii) are to be voted upon by shareholders of Common Stock, the date
       as of which those shareholders to be entitled to vote are to be
       determined.

        5.     RESERVATION OF WARRANT SECURITIES. The Company hereby agrees
that at all times prior to November 25, 2001, it will have authorized and will
reserve and keep available for issuance and delivery to the Holder that number
of shares of its Common Stock that may be required from time to time for
issuance and delivery upon the exercise of the then unexercised portion of this
Warrant.

        6.     REGISTRATION UNDER THE SECURITIES ACT OF 1933.

        (a)    If at any time subsequent to the date hereof and prior to
November 25, 2001, the Company files a registration statement with the United
States Securities and Exchange Commission pursuant to the Securities Act of
1933, as amended (the "Act"), or pursuant to any other act passed after the date
of this Agreement, which filing provides for the sale of securities by the
Company to the public, the Company shall offer to the Holder or Holders of this
Warrant and the holders of any Warrant Securities the opportunity to register or
qualify solely in such registration any Warrant Securities and any Warrant
Securities underlying the unexercised portion of this Warrant, if any, at the
Company's sole expense, regardless of whether the Holder or Holders of this
Warrant or the holders of Warrant Securities or both may have previously availed
themselves of any of the registration rights described in this Section 6.
Notwithstanding anything to the contrary, this subsection (a) shall not be
applicable to a registration statement on Forms S-4, S-8 or their successors or
any other inappropriate forms filed by the Company with the United States
Securities and Exchange Commission.

        The Company shall deliver written notice to the Holder or Holders of
this Warrant and to any holders of the Warrant Securities of its intention to
file a registration statement under the Act at least 60 days prior to the filing
of such registration statement or offering statement, and the Holder or Holders
and holders of Warrant Securities shall have 30 days thereafter to request in
writing that the Company register or qualify the Warrant Securities in
accordance with this subsection (a). Upon the delivery of such a written request
within the specified time, the Company shall be obligated to include in its
contemplated registration statement all information necessary or advisable to
register or qualify the Warrant Securities or Warrant Securities underlying the
unexercised portion of this Warrant in such registration statement for a public
offering, if the Company does file the contemplated registration statement;
provided, however, that neither the delivery of the notice by the Company nor
the delivery of a request by a Holder or by a holder of Warrant Securities shall
in any way obligate the Company to file a registration statement and
notwithstanding the filing of a registration statement, the Company may, at any
time prior to the effective date thereof

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and without any obligation to the Holder of this Warrant or to a holder of
Warrant Securities, determine not to offer the securities (including the Warrant
Securities) to which the registration statement relates; provided, however, in
the event such registration statement is underwritten by a broker-dealer, then
the right to register the Warrant Securities or Warrant Securities underlying
the unexercised portion of this Warrant in such registration shall be subject to
the approval of such underwriter and if such underwriter determines that the
Warrant Securities, or Warrant Securities underlying the unexercised portion of
this Warrant, or any part thereof, is not to be registered in such registration,
the Company shall not have any obligation hereunder to file a registration
statement and shall not be deemed to be in breach of the provisions hereof.

        The Company shall comply with the requirements of this subsection (a)
and the related requirements of subsection (d) at its own expense. That expense
shall include, but not be limited to, legal, accounting, consulting, printing,
federal and state filing fees, NASD fees, out-of-pocket expenses incurred by
counsel, accountants and consultants retained by the Company, and miscellaneous
expenses directly related to the registration statement and the offering.
However, this expense shall not include the portion of any underwriting
commissions, transfer taxes and the underwriter's accountable and nonaccountable
expense allowances attributable to the offer and sale of the Warrant Securities
and Warrant Securities underlying the unexercised portion of this Warrant, all
of which expenses shall be borne by the Holder or Holders of this Warrant and
the holders of the Warrant Securities registered or qualified.

        (b)   In the event that the Company registers the Warrant Securities
or the Warrant Securities underlying the unexercised portion of this Warrant
pursuant to subsection (a) above, the Company shall include in the registration
statement, and the prospectus included therein, all information and materials
necessary or advisable to comply with the applicable statutes and regulations so
as to permit the public sale of the Warrant Securities or the Warrant Securities
underlying the unexercised portion of this Warrant.

        (c)    As to each registration statement, the Company's obligations
contained in this Section 6 shall be conditioned upon a timely receipt by the
Company in writing of the following:

               (i) Information as to the terms of the contemplated public
        offering furnished by and on behalf of each Holder or holder intending
        to make a public distribution of the Warrant Securities or Warrant
        Securities underlying the unexercised portion of the Warrant; and

               (ii) Such other information as the Company may reasonably require
        from such Holders or holders, or any underwriter for any of them, for
        inclusion in the registration statement.

        (d)    In each instance in which pursuant to this Section 6 the
Company shall take any action to register the Warrant Securities or the Warrant
Securities underlying the unexercised portion of this Warrant, prior to the
effective date of any registration statement or offering statement, the Company
and each Holder or holder of Warrant Securities being registered shall enter
into reciprocal indemnification agreements, in the form customarily used by
reputable investment bankers with respect to public offerings of securities.
These indemnification agreements also shall contain an agreement by the Holder
or shareholder at issue to indemnify and hold harmless the Company, its
officers, directors from and against any and all losses, claims, damages and
liabilities, including, but not limited to, all expenses reasonably incurred in
investigating, preparing, defending or settling any claim, directly resulting
from any untrue statements of material facts, or omissions to state a material
fact necessary to make a statement not misleading, contained in a registration
statement to which this Section 6 applies, if, and only if, the untrue statement
or omission directly resulted from information provided in writing to the
Company by the indemnifying Holder or shareholder expressly for use in the
registration statement or offering statement at issue.

        7.     TRANSFER TO COMPLY WITH THE SECURITIES ACT OF 1933.

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        (a)    This Warrant, the Warrant Securities, and all other securities
issued or issuable upon exercise of this Warrant, may not be offered, sold or
transferred, in whole or in part, except in compliance with the Act, and except
with the express written approval of the Company and in compliance with all
applicable state securities statutes.

        (b)    The Company may cause the following legend, or its equivalent,
to be set forth on each certificate representing the Warrant Securities, or any
other security issued or issuable upon exercise of this Warrant, not theretofore
distributed to the public or sold to underwriters, as defined by the Act, for
distribution to the public:

        "The shares represented by this Certificate have not been registered
        under the Securities Act of 1933 ("the Act") and are 'restricted
        securities' as that term is defined in Rule 144 under the Act. The
        shares may not be offered for sale, sold or otherwise transferred except
        pursuant to an effective registration statement under the Act or
        pursuant to an exemption from registration under the Act, the
        availability of which is to be established to the satisfaction of the
        Company."

        8.    REDEMPTION. Any time after November 25, 1997, or such earlier
date as may be determined by Joseph Charles & Associates, Inc., the
representative of the underwriters of the Company's initial public offering in
November, 1996, upon notice of redemption properly given, and if and only if the
closing average price of the Common Stock has been at least $8.85 on each of the
20 consecutive trading days within the thirty day period prior to the day on
which notice of redemption is given, and at such time there is a current
effective registration statement covering the shares of Common Stock underlying
the Warrants, then each Warrant represented by this Warrant Certificate may be
redeemed at the option of the Company, at any time, at a redemption price of
$.05 per Warrant. Notice of redemption shall be mailed not later than the
thirtieth day before the date fixed for redemption, all as provided in the
Warrant Agreement. On and after the date fixed for redemption, the Holder shall
have no rights with respect to this Warrant except to receive the $.05 per
Warrant upon surrender of this Certificate.

        9.       FRACTIONAL SHARES. The Company shall not be required to issue
fractional Warrant Securities on any exercise of this Warrant. The number
of full Warrant Securities which shall be issuable upon the exercise of Warrants
shall be computed on the basis of the aggregate number of Warrant Securities
purchasable on exercise of the Warrant so presented. If any fraction of Warrant
Securities would, except for the provisions of this Section 9, be issuable on
the exercise of any Warrant (or specified portion thereof), the Company shall
pay an amount in cash equal to the then current market price per Common Share
(as defined in Section 3(a)(iii) above) multiplied by such fraction.

        10.      RIGHTS OF THE HOLDER. The Holder shall not be entitled to any
rights as a shareholder in the Company by reason of this Warrant, either at law
or equity, including, without limitation, the right to vote or to receive
dividends or other distributions, and shall not be entitled to receive any
notice of any proceeding of the Company, except as specifically provided for
herein.

        11.      WARRANT SECURITIES TO BE FULLY PAID. The Company covenants that
all Warrant Securities that may be issued and delivered to a Holder of this
Warrant upon the exercise of this Warrant and payment in full of the Exercise
Price will be, upon such delivery, validly and duly issued, fully paid and
nonassessable.

        12.      NOTICES. All notices, certificates, requests, or other similar
items provided for in this Warrant shall be in writing and shall be personally
delivered or deposited in the United States mail, postage prepaid, addressed to
the respective party as indicated in the portions of this Warrant preceding
Section 1. All notices shall be deemed to be delivered upon personal delivery or
upon the expiration of three business days following deposit in the United
States mail, postage prepaid. The addresses of the parties may be changed, and
addresses of other Holders and holders of Warrant Securities may be specified,
by written notice delivered pursuant to this Section 12. The Company's principal
office shall be deemed to be the address provided pursuant to this Section for
the delivery of notices to the Company.

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        13.      APPLICABLE LAW. This Warrant shall be governed by and construed
in accordance with the laws of the State of Illinois, without reference to its
conflict of laws rules and principles, and courts and arbitration tribunals
located in Illinois shall have exclusive jurisdiction over all disputes arising
hereunder.

        14.      ARBITRATION. The Company and the Holder, and by receipt of this
Warrant or any Warrant Securities, all subsequent Holders or holders of Warrant
Securities, agree to submit all controversies, claims, disputes and matters of
difference with respect to this Warrant, including, without limitation, the
application of this Section 14 to arbitration in Chicago, Illinois, according to
the rules and practices of the American Arbitration Association from time to
time in force; provided, however, that if such rules and practices conflict with
the applicable procedures of Illinois courts of general jurisdiction or any
other provisions of Illinois law then in force, those Illinois rules and
provisions shall govern. This agreement to arbitrate shall be specifically
enforceable. Arbitration may proceed in the absence of any party if notice of
the proceeding has been given to that party. The parties agree to abide by all
awards rendered in any such proceeding. These awards shall be final and binding
on all parties to the extent and in the manner provided by the rules of civil
procedure enacted in Illinois. All awards may be filed, as a basis of judgment
and of the issuance of execution for its collection, with the clerk of one or
more courts, state or federal, having jurisdiction over either the party against
whom that award is rendered or its property. No party shall be considered in
default hereunder during the pendency of arbitration proceedings relating to
that default.

        15.    MISCELLANEOUS PROVISIONS.

        (a)    Subject to the terms and conditions contained herein, this
Warrant shall be binding on the Company and its successors and shall inure to
the benefit of the original Holder, its successors and assigns and all holders
of Warrant Securities and the exercise of this Warrant in full shall not
terminate the provisions of this Warrant as it relates to holders of Warrant
Securities.

        (b)    This Warrant cannot be changed or terminated or any performance
or condition waived in whole or in part except by an agreement in writing signed
by the party against whom enforcement of the change, termination or waiver is
sought.

        (c)    If any provision of this Warrant shall be held to be invalid,
illegal or unenforceable, such provision shall be severed, enforced to the
extent possible, or modified in such a way as to make it enforceable, and the
invalidity, illegality or unenforceability shall not affect the remainder of
this Warrant.

        (d)     Paragraph headings used in this Warrant are for convenience
only and shall not be taken or construed to define or limit any of the terms or
provisions of this Warrant. Unless otherwise provided, or unless the context
shall otherwise require, the use of the singular shall include the plural and
the use of any gender shall include all genders.

Dated as of May 1, 1997.

                                          NEOMEDIA TECHNOLOGIES, INC.

ATTEST:

By      ______________________            By    ____________________________
        William E. Fritz,                       Charles W. Fritz, President and
        Secretary                               Chief Executive Officer


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                                    EXHIBIT A
                               NOTICE OF EXERCISE

(To be executed by a Holder desiring to exercise the right to purchase Shares
pursuant to the Warrant.)

        The undersigned Holder of the Warrant hereby

               (a)    irrevocably elects to exercise the Warrant to the extent
        of purchasing _______________ Shares;

               (b)    makes payment in full of the aggregate Exercise Price
        for those Shares in the amount of $_________________ by the delivery of
        certified funds or a bank cashier's check in the amount of
        $________________;

               (c)     requests that certificates evidencing the securities
        underlying such Shares be issued in the name of the undersigned, or, if
        the name and address of some other person is specified below, in the
        name of such other person:

             ______________________________________________________
             ______________________________________________________
             ______________________________________________________
                   (Name and address of person OTHER than the
             undersigned in whose name Shares are to be registered)

               (d)     requests, if the number of Shares purchased are not all
        the Shares purchasable pursuant to the unexercised portion of the
        Warrant, that a new Warrant of like tenor for the remaining Shares
        purchasable pursuant to the Warrant be issued and delivered to the
        undersigned at the address stated below.

Dated: ________________________     _________________________________________
                                                   Signature

                                         (This signature must conform in all
                                         respects to the name of the Holder
                                         as specified on the face of the
                                         Warrant.)

__________________________               ____________________________________
Social Security Number              Printed Name
or Employer ID Number

                                         Address:
                                         ____________________________________
                                         ____________________________________


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<PAGE>

                                    EXHIBIT B
                                 ASSIGNMENT FORM

FOR VALUE RECEIVED, the undersigned, __________________________________, hereby
sells, assigns and transfers unto:

Name: _____________________________________________________
                    (Please type or print in block letters)

Address:       _______________________________________________
               _______________________________________________


the right to purchase _________________ Shares of NeoMedia Technologies, Inc.
(the "Company") pursuant to the terms and conditions of the Warrant held by the
undersigned. The undersigned hereby authorizes and directs the Company (i) to
issue and deliver to the above-named assignee at the above address a new Warrant
pursuant to which the rights to purchase being assigned may be exercised, and
(ii) if there are rights to purchase Shares remaining pursuant to the
undersigned's Warrant after the assignment contemplated herein, to issue and
deliver to the undersigned at the address stated below a new Warrant evidencing
the right to purchase the number of Shares remaining after issuance and delivery
of the Warrant to the above-named assignee. Except for the number of Shares
purchasable, the new Warrants to be issued and delivered by the Company are to
contain the same terms and conditions as the undersigned's Warrant. To complete
the assignment contemplated by this Assignment Form, the undersigned hereby
irrevocably constitutes and appoints as the undersigned's attorney-in-fact to
transfer the Warrants and the rights thereunder on the books of the Company with
full power of substitution for these purposes.

Dated: _____________________        __________________________________________
                                                    Signature

                                       (This signature must conform in all
                                       respects to the name of the Holder
                                       as specified on the face of the
                                       Warrant.)

____________________________           _____________________________________
Social Security Number            Printed Name
or Employer ID Number

                                       Address:

                                       _____________________________________
                                       _____________________________________


                                       122