NeoMedia Technologies, Inc.



                                  Exhibit 10.46



     Master Lease Between William E. Fritz and NeoMedia Technologies, Inc.
                             Dated November 6, 1996

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                                  MASTER LEASE
                                  ------------


This Master Lease Agreement ("Master Lease") dated November 6, 1996 is between
William E. Fritz ("Lessor") and NeoMedia Technologies, Inc. ("Lessee"), a
Delaware corporation.

Lessee wants from time to time to lease from Lessor personal property to be
described in one or more Schedules of leased equipment. Lessor is willing to
lease such personal property to Lessee at the rent, for the term and upon the
conditions stated. Any present and future Schedules executed by Lessor and
Lessee which are identified as being a part of this Master Lease, shall be
deemed to incorporate by reference all the terms and conditions of this Master
Lease except as provided in any such Schedule. In the event of a conflict
between this Master Lease and any Schedule, the provisions of such Schedule
shall control.

     1. EQUIPMENT LEASED AND TERM. This Master Lease shall cover such personal
     property as is described in any Schedule executed by or pursuant to the
     authority of Lessee, accepted by Lessor in writing and identified as a part
     of this Master Lease (which personal property with all replacement parts,
     additions, repairs, accessions and accessories incorporated in and/or
     affixed to the personal property is referred to as the "Equipment"). Lessor
     leases to Lessee and Lessee hires and takes from Lessor, upon and subject
     to the covenants and conditions of this Master Lease, the Equipment
     described in any Schedule. The term and rental of the Master Lease with
     respect to any item of Equipment shall be for the period as set forth in
     the Schedule (the "Initial Lease Term").

     2. RENT. The aggegate rent payable with respect to each item of Equipment
     shall be in the amount shown with respect to such item on the Schedule.
     Lessee shall pay to Lessor the aggregate rental for each item of Equipment
     for the full period and term for which the Equipment is leased, such rental
     to be payable at such times and in such amounts for each item of Equipment
     as shown in the applicable Schedule.

     3. PURCHASE AND ACCEPTANCE. Lessee requests Lessor to acquire all scheduled
     Equipment pursuant to an assignment of Lessee's purchase order(s) for the
     Equipment. Delivery of each item of Equipment shall be deemed complete upon
     the acceptance date ("Acceptance Date") stated in the Schedule for each
     item of Equipment. LESSOR SHALL NOT BE LIABLE FOR LOSS OR DAMAGE OR FOR THE
     DELAY OR FAILURE OF ANY SUPPLIER OF THE EQUIPMENT ("SELLER") TO FILL OR
     DELIVER THE ORDER FOR ANY ITEM OF EQUIPMENT. THE LESSEE REPRESENTS THAT
     LESSEE HAS SELECTED BOTH THE EQUIPMENT LISTED IN ANY SCHEDULE AND THE
     EQUIPMENT SELLER BEFORE HAVING REQUESTED LESSOR TO ACQUIRE SAME FOR LEASING
     TO LESSEE.

     4. NON-CANCELABLE LEASE. THIS MASTER LEASE IS NON-CANCELABLE. When Lessee
     signs and delivers a Certificate of Acceptance for the Equipment, its
     obligations to pay all rent for the Initial Lease Term and other amounts
     when due for the Equipment and otherwise to perform as required under this
     Master Lease are unconditional,

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     irrevocable and independent. These obligations are not subject to
     cancellation, termination, modification, repudiation, excuse or
     substitution by Lessee. Lessee is not entitled to any abatement, reduction,
     offset, defense or counterclaim with respect to these obligations for any
     reason whatsoever, whether arising out of default or other claims against
     Lessor or the manufacturer or supplier of the Fquipment, defects in or
     damage to the Equipment, its loss or destruction or otherwise.

     5. DISCLAIMER OF WARRANTIES BY LESSOR; RIGHTS OF LESSEE. LESSOR MAKES NO
     WARRANTY, EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER, INCLUDING THE
     CONDITION OF THE EQUIPMENT, ITS MERCHANTABILITY OR ITS FITNESS FOR ANY
     PARTICULAR PURPOSE, AND, AS TO LESSOR, LESSEE LEASES THE EQUIPMENT "AS-IS".
     UNDER NO CIRCUMSTANCES SHALL LESSOR BE RESPONSIBLE; FOR ANY INCIDENTAL OR
     CONSEQUENTIAL DAMAGES IN CONNECTION WITH THIS MASTER LEASE AND/OR THE
     EQUIPMENT. LESSEE MAY COMMUNICATE WITH THE SELLER AND RECEIVE AN ACCURATE
     AND COMPLETE STATEMENT OF THOSE RIGTHS, PROMISES AND WARRANTIES, INCLUDING
     ANY DISCLAIMERS AND LIMITATIONS OF THEM OR OF REMEDIES.

     6. CLAIMS AGAINST SELLER: SELLER NOT AN AGENT OF LESSOR. If the Equipment
     is not properly installed, does not operate as represented or warranted by
     the Seller or is unsatisfactory for any reason, Lessee shall make any claim
     on account thereof solely against the Seller and shall nevertheless pay
     Lessor all rent payable under this Master Lease. Lessor agrees to assign to
     Lessee, solely for the purpose of making and prosecuting any such claim,
     any rights it may have against the Seller for breach of warranty or
     representation respecting the Equipment. Notwithstanding any fees that must
     be paid to Seller or any agent of Seller, Lessee understands and agrees
     that neither the Seller nor any agent or employee of the Seller is an agent
     or employee of the Lessor and that neither the Seller nor its agent or
     employee is authorized to waive or alter any term or condition of this
     Master Lease.

     7. TITLE; LOCATION OF THE EQUIPMENT: EQUIPMENT IS PERSONAL PROPERTY;
     TERMINATION. Title to the Equipment is in the Lessor and under no
     circumstances shall pass to Lessee. The Equipment shall be kept at Lessee's
     address indicated in the applicable Schedule and may be removed without the
     prior written consent of Lessor. LESSEE FURTHER COVENANTS AND AGREES THAT
     THE EQUIPMENT IS, AND WILL AT ALL TIMES BE AND REMAIN, PERSONAL PROPERTY.
     At each scheduled termination date, or upon Lessee's default, Lessee, at
     its own expense, shall assemble and deliver the Equipment to Lessor at the
     location designated by Lessor, in good order and repair, ordinary wear and
     tear excepted. Lessee shall give Lessor 90 days written notice prior to
     each scheduled termination date, that it is returning the Equipment.

     8. NO ASSIGNMENT BY LESSEE: ASSIGNMENT BY LESSOR. THIS MASTER LEASE
     SHALL NOT BE ASSIGNED BY LESSEE, NOR SHALL ANY OF THE EQUIPMENT BE
     SUBLEASED BY LESSEE WITHOUT THE PRIOR

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     WRITTEN CONSENT OF LESSOR. Lessor may at any time sell or assign to any
     bank, or financial institution, or any person, firm, or corporation all or
     part of its right, title and interest in and to this Master Lease and in
     and to each item of Equipment and monies to become due to the Lessor, and
     Lessor may grant security interests in the Equipment, subject to the
     Lessee's rights as set forth in this Master Lease, and in such events, all
     the provisions of this Master Lease for the benefit of Lessor shall inure
     to the benefit of and be exercised by or on behalf of such assignee, but
     the assignee, shall not be liable for or be required to perform any of
     Lessor's obligations to Lessee. All rental payments due and to become due
     under this Master Lease and assigned by Lessor shall be paid directly to
     assignee, upon written notice of such assignment to Lessee. The right of
     the assignee to the payment of assigned rentals and performance of all
     Lessee's obligations and to exercise any other of Lessor's rights shall not
     be subject to any defense, counterclaim or setoff which the Lessee may have
     or assert against the Lessor. Lessee agrees that it will not assert any
     such defenses, setoffs, counterclaims and claims against the assignee.

     9. CASUALTY AND LIABILITY INSURANCE, RISK OF LOSS, DAMAGE OR DESTRUCTION.
     Lessee shall keep all Equipment insured against loss by fire, theft and all
     other hazards (comprehensive coverage) in such amounts as Lessor requires
     (but not less than the casualty value (the "Casualty Value") for such item
     indicated in the Casualty Value Table attached to the applicable Schedule).
     Lessee appoints Lessor Lessee's attorney in fact to endorse any loss
     payment or returned premium check and to make any claim under such
     insurance shall not be canceled except upon thirty days written notice
     respect to liability for personal injuries, damage to or loss of use of
     property resulting from the ownership, use and operation of the Equipment
     with insurers satisfactory to Lessor in amounts and against risks
     customarily insured against by the Lessee for equipment owned by it. All
     policies shall be endorsed with Lessor as a loss payee and additional
     insured and shall contain provisions (a) that such insurance is to Lessor
     at the address set forth under its name below and (b) that the interest of
     Lessor shall not be invalidated by any act of Lessee. The policies of
     insurance or any endorsement certificates shall be delivered to Lessor
     within 30 days after any scheduled Acceptance Date. In the event of loss,
     destruction or theft of, or damage to, any of the Equipment, Lessee will
     immediately notify Lessor. Upon Lessor's and any assignee's written
     consent, Lessee may act as a self-insurer in amounts acceptable to Lessor
     and any assignee.

     If Lessee defaults in obtaining any insurance to be provided, Lessor may,
     but is not required to, place such insurance. Any premiums paid by Lessor
     shall be additional rent payable on demand with interest at the highest
     legal rate from the date of payment. At Lessor's sole option, such amounts
     together with interest may be added to the lease balance to be paid by
     Lessee as additional monthly rent. NOTWITHSTANDING THE PROVISIONS OF THIS
     PARAGRAPH, LESSEE WILL HOLD LESSOR HARMLESS AGAINST ANY SUCH CLAIM OR
     LIABILITY (INCLUDING ATTORNEY'S FEES, COSTS AND EXPENSES FOR ANY DEFENSE)
     ARISING OUT OF THE OWNERSHIP, USE OR OPERATION OF THE EQUMMIENT


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     DURING THE PERIOD OF THIS MASTER LEASE AND UNTIL THE EQUIPMENT IS RETURNED
     TO AND ACCEPTED BY THE LESSOR.

     Lessee assumes and shall bear all risks of loss of, damage to or
     destruction of each item of Equipment, whether partial or complete. Except
     as provided in this Section 9, no such event shall relieve the Lessee of
     its obligation to pay the full rental payable for such item.

     If any item of Equipment is damaged (but not beyond economical repair),
     Lessee must promptly notify Lessor and, within 60 days of such damage,
     shall repair the item at its own expense and restore it to the same state
     and condition as required under the Master Lease. Lessee shall then be
     entitled to receive from Lessor or any assignee, any insurance proceeds
     received in connection with such damage.

     If any item of Equipment is destroyed, damaged beyond economical repair,
     lost or stolen, or taken by governmental action for a stated period
     extending beyond the Initial Lease Term for such item (an "Event of Loss"),
     Lessee must promptly notify Lessor and any assignee and pay to Lessor or
     the assignee, as the case may be, on the next rent payment date following
     the Event of Loss the Casualty Value of the item of Equipment. Upon such
     payment and provided no Event of Default as defined in Section 12 has
     occurred, Lessee's obligation to pay rent for such item of Equipment will
     cease and Lessee will be entitled to receive any insurance proceeds or
     other recovery received by the Lessor or assignee in connection with the
     Event of Loss.

     10. REPAIRS: USE: ALTERATION. Lessee, at its own expense, shall keep the
     Equipment maintained in good repair condition and working order; shall use
     the Equipment lawfully and shall not alter the Equipment without the
     Lessor's prior written consent. All items which become attached to or a
     part of the Equipment become the property of Lessor. Lessee will at all
     times during the Initial Lease Term of each Schedule maintain in force a
     maintenance agreement covering each item of Equipment with the manufacturer
     of the Equipment or such other party as is acceptable to Lessor. Lessor,
     or Lessor's assignee, shall keep the Equipment free and clear of all
     levies, liens and Lessee's normal business hours.

     11. LIENS AND TAXES. Lessee as its expense shall keep encumbrances. Lessee
     shall declare and pay all charges and taxes (local, state and federal)
     which may now or hereafter be imposed or levied upon the Master Lease,
     rental, operation, leasing, sale, ownership, possession or use of the
     Equipment excluding all taxes based upon income or gross receipts of
     Lessor. Upon the request of Lessor, Lessee shall provide evidence of such
     payment.

     12. DEFAULT. Any of the following shall constitute an event of default
     ("Event of Default") by Lessee: (a) Lessee fails to pay when due any
     scheduled rent or other amount required by this Master Lease; (b) Lessee
     breaches any covenant of this Master Lease or fails to promptly perform any
     of its terms or conditions, including but not limited to

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     return of the leased Equipment at the expiration of any scheduled lease
     term; (c) Lessee makes an assignment for the benefit of creditors; (d) a
     petition is filed by or against Lessee in bankruptcy or for the appointment
     of a receiver; (e) dissolution or suspension of Lessee's usual business;
     (f) Lessee makes a bulk transfer or sale of furniture furnishings,
     fixtures, or other equipment or inventory; (g) any representation,
     warranty, or signature made by Lessee in this Master Lease or related
     document is incorrect, fraudulent or breached; (h) Lessee defaults under
     the terms of any agreement or instrument relating to any lease or debt for
     borrowed money such that the Lessor accelerates the rent or the creditor
     declares the debt due before its maturity; or (i) Lessee or any guarantor
     gives Lessor reasonable cause to be insecure about Lessee's or guarantor's
     willingness or ability to perform the obligations under this Master Lease.
     Lessee covenants and agrees to give Lessor prompt notice upon the
     occurrence of an event of default, and the Lessee's failure to give such
     notice shall constitute a further event of default.

     13. LESSOR'S REMEDIES UPON DEFAULT BY LESSEE. Upon the occurrence of an
     event of default, Lessor without further notice may (i) recover from Lessee
     the Casualty Value of the Equipment together with any unpaid rent and (ii)
     regardless of whether such amounts are paid, take possession of any item or
     items or Equipment with or without process of law and at Lessor's option
     sell or lease at public auction or by private sale or otherwise dispose of
     such item or items of Equipment free and clear of any rights of Lessee and
     without any duty to account to Lessee except as expressly provided in this
     Section 13.

     If Lessee shall have paid the Casualty Value and unpaid rent referred to
     above and all other amounts owing under this Master Lease and any items of
     Equipment have been taken from Lessee, the proceeds of any reletting or
     sale (less all costs and expenses including attorney's fees) shall be paid
     to reimburse the Lessee for the Casualty Value up to the amount previously
     paid. Any surplus remaining after such payment will be retained by the
     Lessor.

     In addition, Lessor may exercise any other right or remedy available to
     Lessor at law or in equity including rights of setoff. Regardless of any
     sale or lease of the Equipment or any payment of the Casualty Value,
     Lessee will remain liable to Lessor for all damages as provided by law and
     for all costs and expenses incurred by Lessor including court costs and
     attorney's fees. No remedy under this Master Lease is intended to be
     exclusive, but each remedy shall be cumulative and in addition to any other
     remedy available at law or in equity.

     14. RENEWAL. If the Equipment is not delivered to Lessor at any scheduled
     termination date in accordance with paragraph 7, then the Initial Lease
     Term shall renew on a month to month basis upon the same terms and
     conditions, subject to the right of Lessor or Lessee to terminate the
     renewed term on 30 days written notice, in which event, the Equipment shall
     immediately be returned to Lessor.

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     15. LATE CHARGES. Without limiting Lessor's remedies above, if Lessee shall
     fail to pay any amount of rental or other payment for a period of ten days
     after its due date, Lessee agrees to pay Lessor a late charge of 5% of each
     such payment or installment with a minimum late charge being $10.00. This
     late charge shall be reassessed in each subsequent month that the rental or
     other payment remains unpaid.

     16. FINANCING STATEMENTS. THE LESSOR IS AUTHORIZED TO FILE A FINANCING
     STATEMENT IN ACCORDANCE WITH THE UNIFORM COMMERCIAL CODE SIGNED BY LESSEE
     OR BY LESSOR, AS LESSEE'S ATTORNEY IN FACT.

     17. JURISDICTION: VENUE: SEVERABILITY. THIS AGREEMENT. STATE OF FLORIDA.
     LESSEE CONSENTS TO THE JURISDICTION OF THE COURTS OF FLORIDA. No provision
     which may be construed as unenforceable shall in any way invalidate any
     other provision, all of which shall remain in full force and effect.

     18. WARRANTIES BY LESSEE. Lessee warrants and represents that: (a) the
     Equipment is being leased for business purposes; (b) all signatures are
     genuine; (c) the person signing the Master Lease is authorized to do so;
     (d) if more than one Lessee is named, the liability of each is agreed to be
     joint and several; (e) the execution and performance of this Master Lease,
     each Schedule and related documents and the performance of the obligations
     they impose, do not violate any law and do not conflict with any agreement
     by which Lessee is bound, and that no consent or approval of any
     governmental authority or any third party is required in connection with
     the execution or delivery of this Master Lease, any Schedule or related
     documents, and that this Master Lease, each Schedule and related documents
     are valid and binding agreements, enforceable in accordance with their
     terms; and (f) there are no actions, suits or proceedings pending, or to
     the knowledge of the Lessee threatened, before any court, administrative
     agency, arbitrator or governmental body which will, if determined adversely
     to the Lessee, materially adversely affect its ability to perform its
     obligations under this Master Lease or any related agreement to which it is
     a party. If Lessee is other than a natural person, it further represents
     that (a) it is duly organized, existing and in good standing pursuant to
     the laws under which it is organized; and (b) the execution and delivery of
     this Master Lease and the performance of the obligations it imposes are
     within its powers and have been duly authorized by all necessary action of
     its governing body and do not contravene the terms of its articles of
     incorporation or organization, it bylaws, or any partnership, operating or
     other agreement governing its affairs.

     19. INDEMNITY BY LESSEE. Lessee agrees to indemnify and hold lessor or any
     assignee harmless from any and all claims, actions, proceedings, expenses,
     damages and liabilities, including attorney's fees, arising out of or in
     any manner pertaining to the Equipment or this Master Lease including,
     without limitation the ownership, selection, possession, purchase,
     delivery, installation, leasing, operation, use control, maintenance and
     return of the Equipment and the recovery of claims under insumnce policies.

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     Lessee acknowledges that the Equipment to be leased by Lessor to Lessee
     pursuant to this Agreement is owned by Lessor ("Owner"). It is the intent
     of Owner/Lessor and Lessee that this Lease constitute a true lease for
     Federal income tax purposes so that, for the purpose of determining its
     liability for Federal income taxes, Owner shall be entitled to the tax
     benefits as are lowed under the Internal Revenue Code of 1986, as amended,
     shall ("Code") to an owner of personal property.

     In addition, notwithstanding any other provision of this Master Lease, if
     as to any Equipment the modified accelerated cost recovery system or
     depreciation deductions allowed under the Internal Revenue Code of 1986, as
     amended, shall be lost, disallowed, eliminated, reduced, recaptured or
     otherwise unavailable to Lessor for any reason, then Lessee shall pay to
     Lessor an additional rent within 30 days after such a loss an amount which
     shall be equal to the sum of (i) the additional federal, state, local and
     foreign income or any other taxes payable as a result of such loss,
     disallowance, elimination, reduction, recapture or unavailability of
     accelerated cost recovery or depreciation deductions plus (ii) the amount
     of any interest, penalties or additions to tax payable by the Lessor as a
     result of such additional tax.

     The indemnities given and liabilities assumed by the Lessee pursuant to
     this Section 19 shall continue in full force and effect notwithstanding
     the expiration or other termination of this Master Lease.

     20. NOTICES. Notice from one party to another relating to this Master Lease
     shall be deemed effective if made in writing (including telecommunications)
     and delivered to the recipient's address, telex number or telecopier number
     set forth under its name below by any of the following means: (a) band
     delivery, (b) registered or certified mail postage prepaid, with return
     receipt requested, (c) first class or express mail, postage prepaid, (d)
     overnight courier service or (e) telecopy, telex or other facsimile
     transmission with request for assurance of receipt in a manner typical with
     respect to communication of that type. Notice made in accordance with this
     section shall be deemed delivered upon receipt if delivered by hand or wire
     transmission, 3 business days after mailing if mailed by first class,
     registered or certified mail or one business day after mailing or deposit
     with an overnight courier service.

     21. LABELS AFFIXED TO EQUIPMENT. Lessor shall have the right, but not the
     obligation, to affix or attach ownership identification labels to the
     Equipment. Lessee agrees to not remove any such labels.

     22. LESSOR'S EXPENSE. Lessee shall pay Lessor all costs and expenses,
     including reasonable attorney's fees and the fees of any collection
     agencies, incurred by Lessor in enforcing any of the terms, conditions,
     or provisions hereof or in protecting Lessor's rights herein. These costs
     and expenses shall include, without limitation, any costs or expenses
     incurred by the Lessor in any bankruptcy, reorganization, insolvency or
     other similar proceeding.

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     23. PERFORMANCE BY LESSOR. If the Lessee fails to duly and promptly perform
     any of its obligations under this Master Lease, Lessor may, at its option,
     perform such act or make such payment which the Lessor deems necessary.
     All sums so paid or incurred by Lessor including attorney's fees shall be
     immediately due and payable by Lessee, without demand, and shall bear
     interest at the lesser of one and one-half percent (1-1/2%) per month or
     the highest rate permissible by law. The performance of any act or payment
     by Lessor shall not constitute a waiver or release of any obligation or
     default on the part of Lessee.

     24. ENTIRE AGREEMENT. This Master Lease and subsequent Schedules constitute
     the entire agreement of the parties in connection with the Equipment.
     Neither party relies on any other statements, understandings,
     representations or assurances, the same, if any having been merged into
     this agreement. This agreement cannot be modified except by a writing
     signed by each party. This agreement inures to the benefit of the heirs,
     administrators, successors and assigns of the parties.

     25. WAIVER. No delay on the part of Lessor in the exercise of any right or
     remedy shall operate as a waiver. No single or partial exercise by Lessor
     of any right or remedy shall preclude any other future exercise of it or
     the exercise of any other right or remedy. No waiver or indulgence by
     Lessor of any default shall be effective unless in writing and signed by
     Lessor, nor shall a waiver on one occasion be construed as a bar to or
     waiver of that right on any future occasion.

     26. FINANCIAL REPORTS. Upon request by Lessor, Lessee will promptly furnish
     to Lessor for the most recent quarterly period, a balance sheet and a
     statement of profit, loss and surplus from the beginning of that fiscal
     year to the end of that period certified as correct by an authorized agent
     of the Lessee and such other financial information, books and records the
     Lessor may deem necessary.

     27. WAIVER OF JULY TRIAL. Lessor and Lessee, after consulting or having had
     the opportunity to consult with counsel, knowingly, voluntarily and
     intentionally waive any right either of them may have to a trial by jury in
     any litigation based upon or arising out of this Master Lease or any
     related instrument or agreement, or any course of conduct, dealing,
     statements (whether oral or written), or actions of either of them. Neither
     Lessor nor Lessee shall seek to consolidate, by counterclaim or otherwise,
     any such action in which a jury trial has been waived with any other action
     in which a jury trial cannot be or has not been waived. These provisions
     shall not be deemed to have been modified in any respect or relinquished by
     either Lessor or Lessee except by a written instrument executed by both of
     them.

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    THIS MASTER LEASE                             THE LESSEE
    AGREEMENT SHALL                               AGREES TO ALL OF THE
    NOT BE BINDING ON LESSOR                      TERMS AND CONDITIONS
    UNTIL IT HAS BEEN ACCEPTED                    ABOVE WHICH ARE PART
    AND EXECUTED BY LESSOR                        OF THIS MASTER LEASE
                                                  AGREEMENT

Acceptcd by:

By  /s/ WILLIAM E. FRITZ                          By  /s/ CHARLES W. FRITZ
    --------------------                              --------------------
Title                                             Title  PRESIDENT
      ------------------                                ------------------
Date   11-6-96                                    Date   11-6-96
      ------------------                                ------------------

Address For Notices:                              Address For Notices:

William E. Fritz                                  NeoMedia Technologies, Inc.
411 Le Provence Circle                            280 W. Shuman Blvd., Suite 100
Naperville IL 60540                               Naperville, IL 60563

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          SCHEDULE A
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          Date:                      November 6, 1996

          Exhibition Booth Cost:     $85,434.50

          Months:                    36

          Monthly Payment:           $2,858.09

          Florida Sales Tax:         $171.49

          Total Monthly Payment:     $3,029.58


          First Payment Due December 1, 1996


          Lessee may purchase form the Lessor the Exhibition Booth at any time
          at fair market value.