EXHIBIT 10.54


                                   TERM SHEET


This term sheet summarizes the principal terms with respect to a potential
transaction between NeoMedia Technologies, Inc. (the "Company") and NextCode
Corporation ("Strategic Partner").


This Term Sheet is a statement of the present material intentions of the
parties, and except that the parties agree to negotiate in good faith towards
conclusion of the transactions referred to below and except as set forth under
the headings "Confidential Information" below as to which the parties intend to
be legally bound, no legally binding agreement or obligation of any party are
covered by this Term Sheet. A binding commitment with respect to the
transactions (other than as set forth under the heading "Confidential
Information" below) will result only upon the execution of definitive agreement,
if any. No oral modifications to this principle shall be valid.


The Company and Strategic Partner are discussing a transaction on the following
terms:

Licensed Products:         Strategic Partner and Company have mutual rights to
                           resell the following licensed products ("Licensed
                           Products"):

                                    PaperClick Client Software
                                    PaperClick Code Activation
                                    PaperClick Integration Services
                                    NextCode Application Router
                                    NextCode Barcode Decoder
                                    NextCode Code Activation

Nature of Services:        Company and Strategic Partner shall use commercially
                           reasonable efforts to aggressively market the
                           Licensed Product within the territory in a manner
                           consistent with good business ethics.

Sales Channels:            Company and Strategic Partner will act as mutual
                           non-exclusive channels to solicit orders for each
                           parties Licensed Products from clients in the
                           territory.

Non-Exclusive              Territory: Company and Strategic Partner are
                           authorized to solicit orders for each others Licensed
                           Products in the world wide market segment. The
                           territory is non-exclusive.

Independent Sales Efforts: Company and Strategic Partner shall, at all times,
                           have the right to sell, lease, license, ship or
                           otherwise distribute its own Licensed Product(s) to
                           Licensees in the Territory, whether directly or
                           indirectly through other distribution channels.

Co-branded User Interface: Strategic Partner will utilize a Co-branded User
                           Interface that when executed by the licensee shall
                           display "Powered by PaperClick" to the user of the
                           software in addition to Strategic Partner's own logos

Product Enhancements:      Company and Strategic Partner will work jointly to
                           suggest technical modifications that will be used as
                           input to future development of each parties product.

Required Training:         Each party will be trained on the other party's
                           products within the first 60 days following the
                           agreement.

Commissions and
  Discount Rates:          Each party will supply commission schedules and
                           discount rates which are yet to be determined but to
                           be completed within 30 days of the final agreement.


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Term:                      Unless sooner terminated the term of the agreement
                           shall commence as of the date last executed (the
                           "Effective Date") by a party and shall continue in
                           full force and effect for a period of one (1) year.
                           This term is renewable within the period thirty (30)
                           days prior to thirty (30) days after expiration of
                           the current proposed agreement.

Non-Compete:               Strategic Partner has described three scenarios of
                           opportunity relating to data input on a handheld
                           device platform. The first area is where the input
                           data is related to some Internet content. The second
                           area is where the data input on the client is used
                           locally by a native function on the handheld device.
                           The third area is where the handheld device is used
                           as a data collection tool to store successive inputs
                           to be used at a later time, by another system.

                           Strategic Partner agrees that, during the term of the
                           proposed agreement, the Company's linking platform
                           "PaperClick" is the exclusive Licensed Product and
                           method to be used by Strategic Partner software and
                           system for the purpose of linking to Internet content
                           in any event, in the regions where NeoMedia has
                           patent coverage issued or filed, and that it shall
                           not offer or sell any goods which are competitive
                           with, the same as, or similar in function to the
                           Company's Licensed Products, or develop, promote or
                           advertise any such goods. Company agrees to promote
                           Strategic Partner Licensed Products as a premier
                           created code and reader system, for those codes for
                           which Strategic Partner has readers, to the mobile
                           operator and other market spaces.

Product Warranties:        Company and Strategic Partner each warrants that the
                           parties respective unmodified products as delivered
                           to clients, when properly installed and used, will
                           substantially achieve the functionality described in
                           the product documentation.

Property Rights:           Company and Strategic Partner acknowledge and agree
                           that each party owns all right, title, and interest
                           in their respective Licensed Products. Company is the
                           owner of products that link physical objects to the
                           Internet, and Company has the right and authority to
                           grant licenses to use and solicit orders for such
                           products; Strategic Partner possesses barcode
                           symbology and reading software for mobile devices.


Exclusions:                This agreement does not imply that any rights are
                           licensed or otherwise transferred from Company to
                           Strategic Partner or other party, in any form without
                           expressed written consent by Company to that effect.
                           Furthermore, this agreement in no way applies to
                           pending litigation pertaining to any of the Virgin(R)
                           companies.

Independent Contractors:   Company and Strategic Partner are independent
                           contractors.

Confidential Information:  The recipient of any confidential information shall
                           be used solely for implementing either party's
                           obligations under this agreement.


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Strategic Partner:                                    Company:

NextCode Corp.                                  NeoMedia Technologies, Inc.


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Print Name:                                Print Name:
Title:                                     Title:
Date:                                      Date:


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