EXHIBIT 4.11

                        NeoMedia Technologies, Inc.

                                  Exhibit 4.11

              Form of Warrant to Dominick & Dominick, Incorporated


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

                       Warrant to Purchase 375,000 Shares
                   (subject to adjustment as set forth herein)

                         Exercise Price $7.375 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, Dominick & Dominick, Incorporated, New York, New York (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 375,000 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 $7.375 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 presentation and surrender of this Warrant to the Company
for exercise, the Company shall execute and deliver to the Holder a


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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 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,


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              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 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


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              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

              (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:


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              (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 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,


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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.

         (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:


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       "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.

         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


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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:
                                                 _______________________________

                                                 _______________________________


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