EXHIBIT 4.10

                         NeoMedia Technologies, Inc.

                                  Exhibit 4.10

                      Form of Warrant to Charles W. Fritz



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                           WARRANT TO PURCHASE SHARES
                                OF COMMON STOCK
                                       OF
                          NEOMEDIA TECHNOLOGIES, INC.

                       Warrant to Purchase 300,000 Shares
                  (subject to adjustment as set forth herein)

                        Exercise Price $7.875 Per Share
                  (subject to adjustment as set forth herein)

        VOID AFTER 11:59 P.M., EASTERN, FLORIDA TIME, DECEMBER 11, 2002

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, Charles W. Fritz, 18151 Old Dominion, Ft. Myers, Florida 33908
(the "Holder"), is entitled, subject to the terms and conditions set forth
below, to purchase from the Company at any time on or after December 11, 1997,
but before 11:59 p.m., Eastern time, on December 11, 2002, up to 300,000 Shares
("Share" in the singular and "Shares" in the plural) of the Company's $.01 par
value Common Stock at a purchase price of $7.875 per Share (the "Exercise
Price").

       The number and character 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 be assigned, transferred, sold, offered for sale, or
exercised by the Holder upon compliance with all the pertinent provisions
hereof.

       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, on or after December 11, 1997, but before
11:59 p.m., Eastern time, on December 11, 2002, by the Holder's presentation and
surrender of this Warrant to the Company at its principal office or at the
office of the Company's stock transfer agent, if any, 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.

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In the event this Warrant is exercised in part only, as soon as is practicable
after the 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 be sold, transferred, assigned, pledged or
hypothecated immediately. All sales, transfers, assignments or hypothecations of
this Warrant must be in compliance with Section 8 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 or the office of its transfer
agent, if any, 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,
at its sole expense, 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 cancelled.

       (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 but at the Company's sole expense, 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 or at the office of its
transfer agent, if any, 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 a reasonably
satisfactory indemnification, 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

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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. ADJUSTMENTS: STOCK DIVIDENDS, RECLASSIFICATION, REORGANIZATION, MERGER
AND ANTI-DILUTION PROVISIONS.

       (a) If the Company increases or decreases the number of its issued and
outstanding shares of Common Stock, or changes in any way the rights and
privileges of such shares, by means of (i) the payment of a stock dividend or
the making of any other distribution on such shares payable in its Common Stock,
(ii) a forward or reverse stock split or other subdivision of shares, (iii) a
consolidation or combination involving its Common Stock, or (iv) a
reclassification or recapitalization involving its Common Stock, then the
Exercise Price in effect at the time of such action and the number of Warrant
Securities purchasable pursuant to this Warrant at that time shall be
proportionately adjusted so that the numbers, rights, and privileges relating to
the Warrant Securities then purchasable pursuant to this Warrant shall be
increased, decreased or changed in like manner, for the same aggregate purchase
price as set forth in this Warrant, as if the Warrant Securities purchasable
pursuant to this Warrant immediately prior to the event at issue had been
issued, outstanding, fully paid and nonassessable at the time of that event. As
an example, if the Company were to declare a two-for-one forward stock split or
a 100 percent stock dividend, then the unpurchased number of Warrant Securities
subject to this Warrant would be doubled and the Exercise Price for all
unpurchased Warrant Securities would be reduced by 50 percent. These adjustments
would result in the Holder's rights under this Warrant not being diluted by the
stock split or stock dividend and the Holder paying the same aggregate exercise
price.

       If the Company shall declare a dividend payable in money on its Common
Stock and at substantially the same time shall offer to its shareholders a right
to purchase new shares of Common Stock from the proceeds of such dividend or for
an amount substantially equal to the dividend, all shares of Common Stock so
issued shall, for purposes of this Warrant, be deemed to have been issued as a
stock dividend.

       (b) If the Company pays or makes any dividend or other distribution upon
its Common Stock payable in securities or other property, excluding money or the
Company's Common Stock but including (without limitation) shares of any other
class of the Company's stock or stock or other securities convertible into or
exchangeable for shares of Common Stock or any other class of the Company's
stock or other interests in the Company or its assets ("Convertible
Securities"), a proportionate part of those securities or that other property
shall be set aside by the Company and delivered to the Holder in the event that
the Holder exercises this Warrant. The securities and other property then
deliverable to the Holder upon the exercise of this Warrant shall be in the same
ratio to the total securities and property set aside for the Holder as the
number of Warrant Securities with respect to which the Warrant is then exercised
is to the total Warrant Securities purchasable pursuant to this Warrant at the
time the securities or property were set aside for the Holder.

       If the Company shall declare a dividend payable in money on its Common
Stock and at substantially the same time shall offer to its shareholders a right
to purchase new shares of a class of stock (other than Common Stock),
Convertible Securities, property or other interests from the proceeds of such
dividend or for an amount substantially equal to the dividend, all shares of
stock, Convertible Securities, property or other interests so issued or
transferred shall, for purposes of this Warrant, be deemed to have been issued
as a dividend or other distribution subject to this subsection (b).

       (c) If at any time the Company grants to its shareholders rights to
subscribe pro rata for additional securities of the Company, whether Common
Stock, Convertible Securities, or other classifications, or for any other
securities, property or interests that the Holder would have been entitled to
subscribe for if, immediately prior to such grant, the Holder had exercised this
Warrant, then the Company shall also grant to the Holder the same subscription
rights that the Holder would be entitled to if the Holder had exercised this
Warrant in full immediately prior to such grant.

       (d) The Company shall cause effective provision to be made so that the
Holder shall have the right thereafter, by the exercise of this Warrant, to
purchase for the aggregate Exercise Price described in this Warrant the kind and
amount of shares of stock and other securities, and property and interests, as
would be issued or payable with respect

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to or in exchange for the number of Warrant Securities of the Company that are
then purchasable pursuant to this Warrant as if such Warrant Securities had been
issued to the Holder immediately before the occurrence of any of the following
events: (i) the reclassification, capital reorganization, or other similar
change of outstanding shares of Common Stock of the Company, other than as
described and provided for in subsection (a) above; (ii) the merger or
consolidation of the Company with one or more other corporations or other
entities, other than a merger with a subsidiary or affiliate pursuant to which
the Company is the continuing entity and the outstanding shares of Common Stock,
including the Warrant Securities purchasable pursuant to this Warrant, are not
affected; or (iii) the spin-off of assets to a subsidiary or an affiliated
entity, or the sale, lease, or exchange of a significant portion of the
Company's assets, in a transaction pursuant to which the Company's shareholders
of record are to receive securities or other interests in another entity. Any
such provision made by the Company for adjustments with respect to this Warrant
shall be as nearly equivalent to the adjustments otherwise provided for in this
Warrant as is reasonably practicable. The foregoing provisions of this
subsection (d) shall similarly apply to successive reclassifications, capital
reorganizations and similar changes of shares of Common Stock and to successive
consolidations, mergers, spin-offs, sales, leases or exchanges. In the event
that in any such reclassification, capital reorganization, change,
consolidation, merger, spin-off, sale, lease or exchange additional shares of
Common Stock are issued in exchange, conversion, substitution or payment, in
whole or in part, for securities of the Company other than Common Stock, any
such issue shall be treated as an issue of Common Stock covered by the
provisions of subsection (f) below, with the amount of the consideration
received upon the issue to be determined in accordance with subsection (g)
below.

       (e) If any sale, lease or exchange of all, or substantially all, of the
Company's assets or business or any dissolution, liquidation or winding up of
the Company (a "Termination of Business") shall be proposed, the Company shall
deliver written notice to the Holder or Holders of this Warrant in accordance
with Section 4 below as a condition precedent to the consummation of that
Termination of Business. If the result of the Termination of Business is that
shareholders of the Company are to receive securities or other interests of
another entity, the provisions of subsection (d) above shall apply. However, if
the result of the Termination of Business is that shareholders of the Company
are to receive money or property other than securities or other interests in
another entity, the Holder or Holders of this Warrant shall be entitled to
exercise this Warrant prior to the consummation of the event at issue and, with
respect to any Warrant Securities so purchased, shall be entitled to all of the
rights of the other shareholders of Common Stock with respect to any
distribution by the Company in connection with the Termination of Business. In
the event no other entity is involved and subsection (d) does not apply, all
purchase rights under this Warrant shall terminate at the close of business on
the date as of which shareholders of record of the Common Stock shall be
entitled to participate in a distribution of the assets of the Company in
connection with the Termination of Business; provided, that in no event shall
that date be less than 30 days after delivery to the Holder or Holders of this
Warrant of the written notice described above and in Section 4. If the
termination of purchase rights under this Warrant is to occur as a result of the
event at issue, a statement to that effect shall be included in that written
notice.

       Notwithstanding anything herein to the contrary, in the event that
Termination of Business is to occur prior to December 11, 2002, then provisions
shall be made by the Company, by setting aside money or other assets to be
distributed to shareholders in an amount sufficient for distribution to Holder
or Holders of this Warrant as if the Warrant had been previously exercised, to
ensure that the Holder or Holders of this Warrant will have an opportunity to
participate in such distribution by exercising the Warrant within 90 days after
its earliest exercise date. The Company will take no steps to dissolve the
Company prior to such date.

       (f) No adjustment of the Exercise Price or the Warrant Securities
purchasable pursuant to this Warrant shall be made in connection with the
issuance or sale of Common Stock upon the exercise of options, rights or
warrants, or upon the conversion of Convertible Securities.

       (g) Except as otherwise provided in this Section 3, upon any adjustment
of the Exercise Price, the Holder shall be entitled to purchase, at the new
Exercise Price, the number of shares of Common Stock, calculated to the nearest
full share, obtained by multiplying the number of Warrant Securities purchasable
pursuant to this Warrant immediately prior to the adjustment of the Exercise
Price by the Exercise Price in effect immediately prior to its adjustment and
dividing the product so obtained by the new Exercise Price.

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       (h) If consideration other than money is received by the Company upon the
issuance or sale of Common Stock, Convertible Securities, or other securities or
interests, the fair market value of such consideration, as reasonably determined
by the Board of Directors of the Company, shall be used for purposes of any
adjustment required by this Section 3. The fair market value of such
consideration shall be determined as of the date of the adoption of the
resolution of the Board of Directors of the Company that authorizes the
transaction giving rise to the adjustment. In case of the issuance or sale of
Common Stock, Convertible Securities, or other securities or interests in
conjunction with the issuance or sale of other securities or property without a
separate allocation of the purchase price, the Board of Directors of the Company
shall reasonably determine an allocation of the consideration among the items
being issued or sold. The reclassification of securities other than Common Stock
into securities including Common Stock shall be deemed to involve the issuance
of that Common Stock for a consideration other than money immediately prior to
the close of business on the date fixed for the determination of shareholders
entitled to receive that Common Stock.

       The Company shall promptly deliver written notice of all such
determinations by its Board of Directors to the Holder or Holders of this
Warrant, and those determinations shall be final and binding on the Holder or
Holders if, and only if, no Holder of this Warrant delivers written notice to
the Company of an objection to a determination within 30 days after written
notice of that determination is delivered to the Holder. If written notice of an
objection is delivered to the Company and the parties cannot reconcile their
dispute, the dispute shall be arbitrated pursuant to Section 15 below.

       (i) The provisions of this Section 3 shall apply to successive events
that may occur from time to time but shall only apply to a particular event if
it occurs prior to the expiration of this Warrant either by its terms or by its
exercise in full.

       (j) Unless the context requires otherwise, whenever reference is made in
this Section 3 to the issue or sale of shares of Common Stock, the term "Common
Stock" shall mean (i) the $0.01 par value common stock of the Company, (ii) any
other class of stock ranking on a parity with, and having substantially similar
rights and privileges as the Company's $0.01 par value common stock, and (iii)
any Convertible Security convertible into either (i) or (ii). However, subject
to the provisions of subsection (d) above, Warrant Securities issuable upon
exercise of this Warrant shall include only shares of the common stock
designated as $0.01 par value common stock of the Company as of the date of this
Warrant and warrants to purchase such common stock.

       (k) For purposes of subsections (a) and (b) above, shares of Common Stock
owned or held at any relevant time by, or for the account of, the Company, in
its treasury or otherwise, shall not be deemed to be outstanding for purposes of
the calculations and adjustments described.

       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:

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

       (ii)  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

       (iii) 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

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

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


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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. OFFICERS' CERTIFICATE. Whenever the Exercise Price or the aggregate
number of Warrant Securities purchasable pursuant to this Warrant shall be
adjusted as required by the provisions of Section 3 above, the Company shall
promptly file with its Secretary or an Assistant Secretary at its principal
office, and with its transfer agent, if any, an officers' certificate executed
by the Company's President and Secretary or Assistant Secretary, describing the
adjustment and setting forth, in reasonable detail, the facts requiring such
adjustment and the basis for and calculation of such adjustment in accordance
with the provisions of this Warrant. Each such officers' certificate shall be
made available to the Holder or Holders of this Warrant for inspection at all
reasonable times, and the Company, after each such adjustment, shall promptly
deliver a copy of the officers' certificate relating to that adjustment to the
Holder or Holders of this Warrant. The officers' certificate described in this
Section 5 shall be deemed to be conclusive as to the correctness of the
adjustment reflected therein if, and only if, no Holder of this Warrant delivers
written notice to the Company of an objection to the adjustment within 30 days
after the officers' certificate is delivered to the Holder or Holders of this
Warrant. The Company will make its books and records available for inspection
and copying during normal business hours by the Holder so as to permit a
determination as to the correctness of the adjustment. If written notice of an
objection is delivered by a Holder to the Company and the parties cannot
reconcile the dispute, the Holder and the Company shall submit the dispute to
arbitration pursuant to the provisions of Section 15 below. Failure to prepare
or provide the officers' certificate shall not modify the parties' rights
hereunder.

       6. RESERVATION OF WARRANT SECURITIES. The Company hereby agrees that at
all times prior to December 11, 2002, 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 and
all other similar Warrants then outstanding and unexercised and upon the
exercise of any Warrant Securities.

       7. REGISTRATION UNDER THE SECURITIES ACT OF 1933.

       (a) If at any time prior to December 11, 2002, (five years from the
Effective Date), 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, or files a Regulation A Offering Statement under the Act,
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 the Warrant (if
prior to its expiration), 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


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themselves of any of the registration rights described in this Section 7;
provided, however, that in the case of a Regulation A offering, the opportunity
to qualify shall be limited to the amount of the available exemption after
taking into account the securities that the Company wishes to qualify.
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. If in the written opinion of the Company's
managing underwriter or underwriters, if any, for such offering, the inclusion
of the Holder's Warrant Securities, when added to the other selling
stockholders, if any, will exceed the maximum amount of the Company's securities
which can be marketed (i) at a price reasonably related to their then current
market value, or (ii) without materially and adversely affecting the entire
offering, the number of Warrant Securities included in such registration or
offering statement shall be reduced to such amount as the managing
underwriter(s), in its or their sole discretion, determines. Such reduction
includes reducing the number of Warrant Securities to be registered or offered
to zero and not registering any of the Warrant Securities in such registration
or offering.

       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 or Regulation A Offering 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, Warrant Securities, or the Warrant Securities underlying
the unexercised portion of this Warrant 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
or offering statement all information necessary or advisable to register or
qualify the Warrant, Warrant Securities or Warrant Securities underlying the
unexercised portion of this Warrant for a public offering, if the Company does
file the contemplated registration statement or offering 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 or offering statement.
Furthermore, notwithstanding the filing of a registration statement or offering
statement, the Company may, at any time prior to the effective date thereof,
determine not to offer the securities to which the registration statement or
offering statement relates, other than the Warrant, Warrant Securities and
Warrant Securities underlying the unexercised portion of this Warrant.

       The Company shall comply with the requirements of this subsection (a) and
the related requirements of subsection (f) 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 or offering 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, Warrant Securities and the 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 or qualifies the Warrant,
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 or qualification, 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, Warrant Securities or the Warrant Securities underlying the unexercised
portion of this Warrant. As used in subsection (a) of this Section 7, reference
to the Company's securities shall include, but not be limited to, any class or
type of the Company's securities or the securities of any of the Company's
subsidiaries or affiliates.

       (c) As to each registration statement or offering statement, the
Company's obligations contained in this Section 7 shall be conditioned upon a
timely receipt by the Company in writing of the following:


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       (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, 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 or offering statement.

       (d) In each instance in which the Company shall take any action to
register or qualify the Warrant, Warrant Securities or the Warrant Securities
underlying the unexercised portion of this Warrant, if any, pursuant to this
Section 7, the Company shall do the following:

       (i)   supply to the Holder of the Warrant and the holders of Warrant
             Securities whose Warrant and Warrant Securities are being
             registered or qualified, two manually signed copies of each
             registration statement or offering statement, and all amendments
             thereto, and a reasonable number of copies of the preliminary,
             final or other prospectus or offering circular, all prepared in
             conformity with the requirements of the Act and the rules and
             regulations promulgated thereunder, and such other documents as
             shall reasonably be requested;

       (ii)  cooperate with respect to (A) all necessary or advisable actions
             relating to the preparation and the filing of any registration
             statements or offering statements, and all amendments thereto,
             arising from the provisions of this Section 7, (B) all reasonable
             efforts to establish an exemption from the provisions of the Act or
             any other federal or state securities statutes, (C) all necessary
             or advisable actions to register or qualify the public offering at
             issue pursuant to federal securities statutes and the state "blue
             sky" securities statutes of each jurisdiction that the Holders of
             the Warrant or holders of Warrant Securities shall reasonably
             request, and (D) all other necessary or advisable actions to enable
             the Holders of the Warrant and holders of the Warrant Securities to
             complete the contemplated disposition of their securities in each
             reasonably requested jurisdiction;

       (iii) keep all registration statements or offering statements to which
             this Section 7 applies, and all amendments thereto, effective under
             the Act for a period of at least 9 months after their initial
             effective date and cooperate with respect to all necessary or
             advisable actions to permit the completion of the public sale or
             other disposition of the securities subject to a registration
             statement or offering statement; and

       (iv)  indemnify and hold harmless each Holder of the Warrant, each holder
             of Warrant Securities, and each underwriter within the meaning of
             the Act for each such Holder or holder, from and against all
             losses, claims, damages, and liabilities, including, but not
             limited to, any and all expenses reasonably incurred in
             investigating, preparing, defending or settling any claim, arising
             from or relating to (A) any untrue or alleged untrue statement of a
             material fact contained in any registration statement or offering
             statement to which this Section 7 applies, or (B) any omission or
             alleged omission to state a material fact necessary to make the
             statements contained in a registration statement or offering
             statement to which this Section 7 applies not misleading; provided,
             however, that the indemnification contained in this provision (iv)
             shall not apply if the untrue statement or omission, or alleged
             untrue statement or omission, was the result of information
             furnished in writing to the Company by the Holder, holder or
             underwriter seeking indemnification expressly for use in the
             registration statement or offering statement at issue. To the
             extent that the indemnification contained in this provision
             applies, the Company also shall indemnify and hold harmless each
             officer, director, employee, controlling person or agent of an
             indemnified Holder, holder or underwriter.

       (e) In each instance in which pursuant to this Section 7 the Company
shall take any action to register or qualify the Warrant, 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


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of Warrants or Warrant Securities being registered or qualified shall enter into
reciprocal indemnification agreements, in the form customarily used by reputable
investment bankers with respect to public offerings of securities, containing
substantially the same terms as described in subsection (d)(iv) above. 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 or offering statement to which this Section 7 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.

       (f) The Company's obligations described in this Section 7 shall continue
in full force and effect regardless of the exercise, surrender, cancellation or
expiration of this Warrant.

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

       (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 Securities Act
of 1933, as amended (the "Act"), and except 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 pursuant to Section 7 above:

       "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."

       9. FRACTIONAL SHARES. No fractional shares or scrip representing
fractional shares shall be issued upon the exercise of all or any part of this
Warrant. With respect to any fraction of a share of any security called for upon
any exercise of this Warrant, the Company shall pay to the Holder an amount in
money equal to that fraction multiplied by the current market value of that
share. The current market value shall be determined as follows:

       (a)   if the security at issue is listed on a national securities
             exchange or admitted to unlisted trading privileges on such an
             exchange or listed on the National Association of Securities
             Dealers National Market System, the current value shall be the last
             reported sale price of that security on such exchange or system on
             the last business day prior to the date of the applicable exercise
             of this Warrant or, if no such sale is made on such day, the
             average of the highest closing bid and lowest asked price for such
             day on such exchange or system; or

       (b)   if the security at issue is not so listed or admitted to unlisted
             trading privileges, the current market value shall be the average
             of the last reported highest bid and lowest asked prices quoted on
             the National Association of Securities Dealers Automated Quotations
             System or, if not so quoted, then by the National Quotation Bureau,
             Inc. on the last business day prior to the day of the applicable
             exercise of this Warrant; or

       (c)   if the security at issue is not so listed or admitted to unlisted
             trading privileges and bid and asked prices are not reported, the
             current market value shall be determined in such reasonable manner
             as may be


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             prescribed from time to time by the Board of Directors of the
             Company, subject to the objection and arbitration procedure as
             described in Section 5 above.

       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, except as specifically provided for herein. The Company covenants,
however, that for so long as this Warrant is at least partially unexercised, it
will furnish any Holder of this Warrant with copies of all reports and
communications furnished to the shareholders of the Company.

       11. CHARGES DUE UPON EXERCISE. The Company shall pay any and all issue or
transfer taxes, including, but not limited to, all federal or state taxes, that
may be payable with respect to the transfer of this Warrant or the issue or
delivery of Warrant Securities upon the exercise of this Warrant.

       12. 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 will be, upon such delivery, validly and duly
issued, fully paid and nonassessable.

       13. 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 3 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 13. 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.

       14. APPLICABLE LAW. This Warrant shall be governed by and construed in
accordance with the laws of the State of Florida, without reference to its
conflict of laws rules and principles, and courts located in or near Fort Myers,
Florida shall have exclusive jurisdiction over all disputes arising hereunder.

       15. 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 15 to arbitration in Fort Myers, Florida, according
to the rules and practices of the American Arbitration Association from time to
time in force and, if such arbitration can not be held in Fort Myers, Florida,
then it shall be held in the location nearest to Fort Myers, Florida, where such
arbitration may be maintained; provided, however, that if such rules and
practices conflict with the applicable procedures of Florida courts of general
jurisdiction or any other provisions of Florida law then in force, those Florida
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 Florida. 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.

       16. 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.


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       (b) If the Company fails to perform any of its obligations hereunder, it
shall be liable to the Holder for all damages, costs and expenses resulting from
the failure, including, but not limited to, all reasonable attorney's fees and
disbursements.

       (c) 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.

       (d) 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.

       (e) The Company agrees to execute such further agreements, conveyances,
certificates and other documents as may be reasonably requested by the Holder to
effectuate the intent and provisions of this Warrant.

       (f) 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.

                                                NEOMEDIA TECHNOLOGIES, INC.

ATTEST:

By_____________________________             By_______________________________
                          , Secretary         Charles T. Jensen, Chief Financial
                                              Officer and Vice President


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<PAGE>


                                    EXHIBIT A
                               NOTICE OF EXERCISE

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

       The undersigned Holder of a 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              _______________________________________
or Employer ID Number               Printed Name

                                     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.)

________________________________
                                   Printed Name

________________________________
                                                  Address:

                                               ______________________________


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