**EMPLOYMENT
      AGREEMENT**




**THIS
      EMPLOYMENT AGREEMENT** (this
      “ Agreement ”)
      is
      dated as of January 1, 2008, between NeoMedia Technologies, Inc. a Delaware
      corporation (the “ Company ”),
      and
      Frank Pazera (the “ Executive ”).




1.  Employment .
      The
      Company hereby agrees to employ the Executive, and the Executive hereby agrees
      to be employed by the Company, on the terms and conditions set forth
      herein.




2.  Term .
      The
      employment of the Executive by the Company as provided herein will commence
      on
      January 1, 2008 (the “ Effective
      Date ”)
      and
      terminate as herein provided (such period, the “ Employment
      Period ”).




3.  Position,
      Duties and Responsibilities .




(a)  Position .
      Effective as of the Effective Date and throughout the Employment Period, the
      Executive hereby agrees to serve, and the Company hereby agrees to employ,
      the
      Executive, as Chief Financial Officer of the Company, reporting to the Company’s
      Chief Executive Officer (the “CEO”). The Executive shall devote his best efforts
      and substantially all of his business time and attention to the performance
      of
      services to the Company in his capacity as an officer thereof and as may
      reasonably be requested by the CEO. The duties, functions, responsibilities
      and
      authority of the Executive, including those reasonably required by the CEO
      hereunder, shall be those as are reasonable and customary for a person serving
      as Chief Financial Officer of an enterprise comparable to the Company. Subject
      to the foregoing, the Company shall retain full direction and control of the
      means and methods by which the Executive performs the above
      services.




(b)  Exclusivity .
      Except
      with the prior written approval of the CEO (which the CEO may grant or withhold
      in its sole and absolute discretion), the Executive, during the Employment
      Period, shall devote substantially all of his working time, attention and
      energies to the business of the Company and will not (i) accept any other
      employment, (ii) serve on the board of directors or similar body of any other
      business entity, or (iii) engage, directly or indirectly, in any other business
      activity (whether or not pursued for pecuniary advantage) that is or may be
      competitive with, or that might place him in a competing position to, that
      of
      the Company or any of its affiliates. Notwithstanding the foregoing, the
      Executive may continue to engage in those activities listed on Schedule
      1 provided
      such activities do not unreasonably interfere with the performance by the
      Executive of his duties as Chief Financial Officer of the Company.




(c)  Conditions
      to Employment .
      The
      Executive has provided the Company with satisfactory proof of the Executive’s
      legal right to work in the United States. The Executive is not party to any
      contract or agreement, whether oral or in writing, that may preclude him from
      rendering services as an employee of the Company hereunder. In connection with,
      and as a condition to his employment by the Company, the Executive has executed
      and agrees to be bound by that certain Confidential Information and Invention
      Assignment Agreement with the Company attached hereto as Exhibit
      A .









4.  Compensation
      and Related Matters .




(a)  Salary .
      The
      Company shall pay the Executive a base salary of $200,000 per year, which shall
      be paid to Executive in accordance with the Company’s standard payroll
      practices. The Executive’s performance and salary shall be subject to review and
      increase consistent with the standard practices of the Company.




(b)  Bonus .
      The
      Executive shall be eligible to receive a quarterly incentive bonus with a target
      of up to forty percent (40%) of the annual salary each calendar year (the
“ Bonus ”).
      The
      Bonus shall be payable to the Executive in respect of his services to the
      Company based on the achievement of Revenue, Operating Profit, and Operating
      Metric objectives for 2008 as determined by the CEO and communicated to the
      Executive in advance of each quarter. Except as provided in the immediately
      following sentence, for each calendar quarter, the Bonus shall be payable as
      soon as practicable following the CEO’s determination in its reasonable judgment
      that all or any portion of the Bonus has been earned as a result of the
      achievement of the related performance objectives on a pro rata basis for such
      quarter.




(c)  Stock
      Options .




(i)  Initial
      Option Grant .
      The
      Executive shall be granted on the Effective Date, an option to purchase
      5,000,000 shares of the Company’s Common Stock (the “ Initial
      Option ”). **** The
      shares covered by the Initial Option, if immediately exercisable, would
      constitute one and one-tenth percent (1.1%) of the outstanding Common Stock
      of
      the Company on a fully diluted basis as of the date of grant. **** Except
      as
      otherwise provided herein, subject to the Executive’s remaining continuously
      employed by the Company as of each such date, the Initial Option shall vest
      and
      become exercisable with respect to twenty-five percent (25%) of the shares
      subject to the Initial Option the Initial Option’s date of grant, and shall
      become vested in equal monthly installments thereafter, such that the Initial
      Option is vested and exercisable with respect to one hundred percent (100%)
      of
      the shares subject to the Initial Option on the fourth year anniversary of
      the
      Initial Option’s date of grant.




(ii)  Performance
      Option Grant .
      If, at
      the end of the Company’s 2008-2010 fiscal years, the Company has attained its
      agreed upon operating plan with respect to revenues and with respect to
      operating profit, the Executive shall be granted an option to purchase 5,000,000
      shares per year (subject to appropriate capitalization adjustments) of the
      Company’s Common Stock (the “ Performance
      Option ”).
      The
      shares covered by the Performance Option, if immediately exercisable, would
      constitute one and one-tenth percent (1.1%) of the outstanding Common Stock
      of
      the Company on a fully diluted basis as of the date of grant. **** The
      Performance Option shall be granted within two (2) weeks of the Company’s filing
      of its Annual Report on Form 10-K for the applicable fiscal year, which shall
      include the Company’s annual audited financial statements for such fiscal year.
      For performance greater than or equal to 80% of the agreed upon performance
      objectives, options shall be granted on a pro rata basis (i.e. 40% of options
      for 80% of performance goals). The Performance Option shall be vested and
      exercisable as of its date of grant.




2




(iii)  Miscellaneous .
      The
      Initial Option and the Performance Options shall be intended to qualify as
      “incentive stock options” within the meaning of Section 422(b) of the Internal
      Revenue Code of 1986, as amended (the “ Code ”)
      to the
      maximum extent permitted under the applicable federal income tax rules and
      shall
      each have a per share exercise price equal to the fair market value of a share
      of the Company’s Common Stock as of the dates they are granted. The Initial
      Option and the Performance Option shall be granted under, and subject to the
      terms and conditions of, the Company’s 2003 and 2005 Stock Option Plans (or any
      successor plan(s) thereto). The specific terms of the Initial Option and the
      Performance Option shall be set forth in written stock option agreements between
      the Company and the Executive which, except as provided herein, shall be in
      the
      same form as customarily used by the Company with respect to employee stock
      option grants.




(d)  Business
      Expenses .
      The
      Company shall reimburse the Executive in connection with the conduct of the
      Company’s business upon presentation of sufficient evidence of such expenditures
      consistent with the Company’s policies as in place from time to
      time.




(e)  Other
      Benefits .
      The
      Executive shall be entitled to participate in or receive health, welfare, life
      insurance, long-term disability insurance, bonus plan and similar benefits
      as
      the Company provides generally from time to time to its senior executives,
      and
      to its employees, generally. Nothing herein is intended, or shall be construed
      to require the Company to institute or continue any, or any particular, plan
      or
      benefits, other than the contractual Bonus program and the contractual stock
      option program for the Executive described in Sections 4(b) and (c)
      respectively.




(f)  Vacations .
      During
      the Employment Period, the Executive shall be entitled to four (4) weeks of
      paid
      vacation each year. The Executive shall also be entitled to all paid holidays
      given by the Company to its senior executives. The Executive agrees to utilize
      his vacation at such time or times as are (i) consistent with the proper
      performance of his duties and responsibilities hereunder and (ii) mutually
      convenient for the Company and the Executive.




(g)  Indemnification .
      The
      Executive, in any capacity on behalf of the Company or any of its subsidiaries
      or affiliates, shall be entitled to exculpation, indemnification, and
      advancement of expenses to the fullest extent not prohibited by Delaware or
      other applicable law. The Executive shall also be entitled to coverage under
      each directors’ and officers’ liability insurance policy, if any, maintained by
      or on behalf of the Company’s directors and officers. If, not currently
      available, The Company will adopt such plan within 90 days of the Executives
      start date.




5.  Termination .
      The
      Executive’s employment hereunder shall be terminated, or may be terminated, as
      the case may be, under the following circumstances:




(a)  Death .
      The
      Executive’s employment hereunder shall terminate upon his death.




3




(b)  Cause .
      The
      Company may terminate the Executive’s employment hereunder for “ Cause .”
Cause
      shall mean (i) Employee’s breach of any of the material terms of this
      Agreement and the failure by the Executive to cure or remedy such breach within
      thirty (30) days after receipt by the Executive of written notice from the
      CEO
      specifying the breach, (ii) his conviction of a crime involving moral turpitude
      or constituting a felony under the laws of any state, the District of Columbia
      or of the United States, or (iii) his willful, intentional and material
      misconduct in the performance of his duties hereunder, including without
      limitation, his willful and intentional failure or refusal to carry out any
      proper direction by the CEO with respect to the services to be rendered by
      him
      hereunder or the manner of rendering such services or his habitual neglect
      of
      his duties as an officer of the Company, which misconduct or neglect, if capable
      of cure in the CEO’s reasonable judgment, shall continue after receipt of
      written notice from the Company, specifying the alleged misconduct.




(c)  Employment-At-Will/Termination
      for Any Reason .
      The
      Executive hereby agrees that the Company may dismiss him under this
      Section 5 without regard (i) to any general or specific policies (whether
      written or oral) of the Company relating to the employment or termination of
      its
      employees, or (ii) to any statements made to the Executive, whether made orally
      or contained in any document, pertaining to the Executive’s relationship with
      the Company. Notwithstanding anything to the contrary contained herein, the
      Executive’s employment with the Company is not for any specified term and may be
      terminated by the Company at any time by delivery of a Notice of Termination,
      for any reason, with or without Cause, without liability except with respect
      to
      the payments provided for by Section 5 below.




(d)  Termination
      by the Executive for Good Reason .
      The
      Executive may terminate his employment hereunder for “ Good
      Reason ”.
      Good
      Reason shall mean (i) any reduction in the amount of the Executive’s base salary
      or aggregate incentive compensation opportunities (inclusive of the Bonus)
      which
      reduction may also occur pursuant to any assignment of performance goals and
      corresponding awards which are inconsistent with prior performance goals and
      awards, (ii) any significant reduction in the aggregate value of the Executive’s
      benefits as such benefits may be increased from time to time (unless such
      reduction is pursuant to a general change in benefits applicable to all
      similarly situated employees of the Company), (iii) any material breach by
      the
      Company of this Agreement or other written agreement with the Executive and
      the
      failure to cure or remedy such breach within thirty (30) days after receipt
      by
      the Company of written notice from the Executive, or (iv) any of (A) assignment
      to the Executive of any duties materially inconsistent with his status as Chief
      Financial Officer of the Company, (B) the removal of the Executive from the
      office of Chief Financial Officer or (C) a significant adverse change in the
      nature or scope of the authorities, powers, functions, responsibilities or
      duties attached to the Executive’s position with the Company.




(e)  Voluntary
      Resignation .
      The
      Executive may voluntarily resign his position and terminate his employment
      with
      the Company at any time by delivery of a written notice of resignation to the
      Company (the “ Notice
      of Resignation ”).
      The
      Notice of Resignation shall set forth the date such resignation shall become
      effective (the “ Date
      of Resignation ”),
      which
      date shall, in any event, be at least sixty (60) days and no more than ninety
      (90) days from the date the Notice of Resignation is delivered to the
      Company.




(f)  Notice .
      Any
      termination of the Executive’s employment by the Company or by the Executive for
      Good Reason shall be communicated by written Notice of Termination to the
      Executive or the Company, as applicable. For purposes of this Agreement, a
      “ Notice
      of Termination ”
shall
      mean a notice that shall indicate the specific termination provision in this
      Agreement relied upon and shall set forth in reasonable detail the facts and
      circumstances claimed to provide a basis for termination of the Executive’s
      employment under the provision so indicated.




4




(g)  “ Date
      of Termination ”
shall
      mean (i) if the Executive’s employment is terminated by his death, the date of
      his death and (ii) if the Executive’s employment is terminated pursuant to
      subsections (b), (c) (d) or (e) above, the date specified in the Notice of
      Termination or Notice of Resignation, as applicable.




(h)  Termination
      Obligations .




(i) The
      Executive hereby acknowledges and agrees that all personal property and
      equipment furnished to, or prepared by, the Executive in the course of, or
      incident to, his employment, belongs to the Company and shall be promptly
      returned to the Company upon termination of the Employment Period. “Personal
      Property” includes, without limitation, all books, manuals, records,
      reports, notes, contracts, lists, blueprints, and other documents, or materials,
      or copies thereof (including computer files), and all other proprietary
      information relating to the business of the Company. Following termination,
      the
      Executive will not retain any written or other tangible material containing
      any
      proprietary information of the Company.




(ii) Upon
      termination of the Employment Period, the Executive shall be deemed to have
      resigned from all offices, including his position as a director of the Company
      if applicable, then held with the Company or any affiliate.




(iii)  Upon
      termination of the Employment Period, this Agreement shall expire, subject
      to
      fulfillment by the Executive and the Company of their respective obligations
      upon termination provided for herein.




6.  Compensation
      Upon Termination .




(a)  Terminations
      other than by the Company Without Cause or by the Executive For Good
      Reason .
      If the
      Executive’s employment shall terminate for any reason other than as a result of
      (i) the Company’s termination of the Executive’s employment without Cause
      pursuant to Section 5(c) hereof or (ii) the Executive’s termination of his
      employment for Good Reason pursuant to Section 5(d) hereof, the Company shall
      promptly pay the Executive (i) his salary through the Date of Termination.




(b)  Terminations
      by the Executive For Good Reason .
      If the
      Executive terminates his employment for Good Reason pursuant to Section 5(d)
      hereof, the Company shall, promptly pay the Executive in a single lump sum
      an
      amount equal to six (6) months of the salary payable to the Executive pursuant
      to and in accordance with Section 4(a) hereof. In addition, in the event of
      the
      Executive’s termination of employment for Good Reason, the Company shall cause
      the Initial Option and Performance Options to immediately become vested and
      exercisable. Finally, the Company shall also promptly pay to the Executive
      the
      amounts described
      in Section 6(a) as if the
      Executive’s employment had terminated for reasons other than by the Executive
      for Good Reason.




5




(c)  Termination
      by the Company Without Cause .
      If the
      Company shall terminate the Executive’s employment without Cause pursuant to
      Section 5(c) hereof, the Company shall promptly pay the Executive in a single
      lump sum an amount equal to eighteen (18) months of the salary payable to the
      Executive pursuant to and in accordance with Section 4(a) hereof. In addition,
      the Company shall cause one half (1⁄2) of any remaining portion of the Unvested
      Initial Option to immediately become vested and exercisable.




(d)  For
      purposes of this Agreement, “Change in Control” shall mean (i) a sale, lease or
      other disposition, in one transaction or a series of transactions, of all or
      substantially all of the assets of the Company, (ii) a merger or consolidation
      in which the Company is not the surviving entity or if the Company is the
      surviving entity, as a result of which the shares of the Company’s capital stock
      are converted into or exchanged for cash, securities of another entity, or
      other
      property, unless (in any case) the holders of the Company’s outstanding shares
      of Common Stock immediately before the transaction own more than 50% of the
      combined voting power of the outstanding securities of the Company immediately
      after that transaction, (iii) a reverse merger in which the Company is the
      surviving corporation but the shares of the Company’s Common Stock outstanding
      immediately preceding the merger are converted by virtue of the merger into
      other property, whether in the form of securities, cash or otherwise, (iv)
      the
      Company’s stockholders approve a plan or proposal to liquidate or dissolve the
      Company.




7.  Restrictive
      Covenants .




(a)  Definitions .




(i)  The
      term
“ Company ”
for
      purposes of Section 7 of this Agreement shall mean NeoMedia Technologies, Inc.,
      a Delaware corporation, and its affiliated and related entities including,
      but
      not limited to, all of NeoMedia Technologies, Inc.’s subsidiaries and joint
      venturers. It is understood that any affiliated or related entities of NeoMedia
      Technologies, Inc. are intended third-party beneficiaries of the provisions
      of
      this Agreement.




(ii)  The
      term
“ Confidential
      Information ”
shall
      include, but not be limited to, (a) Customer lists and Prospective Customer
      lists; specific information on Customers and Prospective
      Customers (including information on purchasing preferences, credit
      information, and pricing), pricing lists (including item and Customer
      specific pricing information); names of agents; operations; contractual or
      personnel data; trade secrets; license agreements; proprietary purchasing and
      sales methods and techniques; pricing methods and strategies; computer software
      design and/or improvements; methods of distribution; market feasibility studies;
      proposed or existing marketing techniques or plans; future Company business
      plans; project files; design systems; information on current and potential
      Vendors including, but not limited to, their identity, pricing, and purchasing
      information not generally known; personal information about the Company’s
      executive officers and directors; and (b) any information that is of value
      or
      significance to the Company that derives independent economic value, actual
      or
      potential, from not being generally known to, and not being readily
      ascertainable by proper means by, other persons who can obtain economic value
      from its disclosure or use, including information not generally known to the
      competitors of the Company nor intended by the Company for general
      dissemination. Confidential Information shall not include any (1) information
      known generally to the public (other than as a result of unauthorized disclosure
      by the Executive), (2) information that became available from a third party
      source and such source is not bound by a confidentiality agreement, or (3)
      any
      information not otherwise considered by the CEO to be Confidential
      Information.




6




(iii)  The
      term
“ Customer ”
shall
      mean any person or entity which has purchased goods, products or services from
      the Company, entered into any contract for products or services with the
      Company, and/or entered into any contract for the distribution of any products
      or services with the Company within the one (1) year immediately preceding
      the
      termination of the Executive’s employment with the Company for whatever
      reason.




(iv)  The
      phrase “ directly
      or indirectly ”
shall
      include the Executive either on his own account, or as a partner, owner,
      promoter, joint venturer, employee, agent, consultant, advisor, manager,
      executive, independent contractor, officer, director, stockholder, or otherwise,
      of an entity.




(v)  The
      term
“ Non-Compete
      Period ”
shall
      mean the Employment Period and the thirty-six (36) months immediately following
      termination of the Executive’s employment with the Company for whatever reason.




(vi)  The
      term
“ Prospective
      Customer ”
shall
      mean any person or entity which has purchased goods, Products or services from
      the Company, entered into any contract for Products or services with the
      Company, and/or entered into any contract for the distribution of any Products
      or services with the Company within the one (1) year immediately preceding
      the
      termination of the Executive’s employment with the Company for whatever
      reason.




(vii)  The
      term
“ Restricted
      Area ”
shall
      include any geographical location anywhere in the world where Executive has
      been
      assigned to perform services on behalf of Company during the Employment Period
      and where the Company, its affiliates or subsidiaries either (a) is engaged
      in
      business, and (b) has evidenced an intention to engage in business.




(viii)  The
      term
“ Vendor ”
shall
      mean any supplier, person or entity from which the Company has purchased
      Products or services during the one (1) year immediately preceding the
      termination of the Executive’s employment with the Company for whatever
      reason.




(b)  Non-Competition **.** During
      the Employment Period and Non-Compete Period, in the Restricted Area, the
      Executive shall not, directly or indirectly, engage in, promote, finance, own,
      operate, develop, sell or manage or assist in or carry on in any business in
      competition with the business of the Company, as such business now exists or
      as
      it may exist at the time of the termination of the Executive’s employment with
      the Company for whatever reason; *provided,
      however* ,
      that ** Executive
      may at any time own securities of any competitor corporation whose securities
      are publicly traded on a recognized exchange so long as the aggregate holdings
      of the Executive in any one such corporation shall constitute not more than
      5%
      of the voting stock of such corporation.




7




(c)  Non-Solicitation
      of Employees or Independent Contractors .
      During
      the Employment Period and the Non-Compete Period, the Executive shall not,
      directly or indirectly, solicit or attempt to induce any employee of the Company
      or independent contractor engaged and/or utilized by the Company in any capacity
      to terminate his employment with, or engagement by, the Company. Likewise,
      during the Employment Period and the Non-Compete Period, the Executive shall
      not, directly or indirectly, hire or attempt to hire for another entity or
      person any employee of the Company or independent contractor engaged and/or
      utilized by the Company in any capacity.




(d)  Non-Solicitation
      of Customers, Prospective Customers or Vendors .
      During
      the Employment Period and the Non-Compete Period, the Executive shall not,
      directly or indirectly, sell, assemble, manufacture or distribute products
      or
      services of the type sold or distributed by the Company to any Customer,
      Prospective Customer or Vendor of the Company in the Restricted Area through
      any
      entity other than the Company. The Executive acknowledges and agrees that the
      Company has substantial relationships with its Customers and Vendors, which
      the
      Company expends significant time and resources in acquiring and maintaining,
      and
      that the Company’s relationships with its Customers and Vendors constitute a
      significant and valuable asset of the Company.




(e)  Non-Disclosure
      of Confidential Information .
      During
      and after the Employment Period, the Executive shall not, directly or
      indirectly, without the prior written consent of the CEO, or a person duly
      authorized thereby, other than a person to whom disclosure is reasonably
      necessary or appropriate in connection with the performance by Executive of
      the
      duties of Executive as an employee of the Company, disclose or use for the
      benefit of himself or any other person, corporation, partnership, joint venture,
      association, or other business organization, any of the trade secrets or
      Confidential Information of the Company. If Executive is legally required to
      disclose any Confidential Information, Executive will notify the Company prior
      to doing so by providing Company with written notice ten (10) business days
      in
      advance of the intended or compelled disclosure. Notice shall be provided as
      defined in Section 7 below.




(f)  Need
      for Restrictions .
      The
      Executive acknowledges and agrees that each of the restrictive covenants
      contained in this Section 7 is reasonable and necessary to protect the
      legitimate business interests of the Company, including, without limitation,
      the
      need to protect the Company’s trade secrets and Confidential Information and the
      need to protect its relationships with its Customers, Prospective Customers,
      Vendors and agents. The Executive also acknowledges and agrees, as set forth
      in
      Section 7(h) below, that the Company may obtain a temporary and/or permanent
      injunction to restrain any violations or, or otherwise enforce, the restrictive
      covenants contained in this Section 7.




(g)  Ownership
      by Company .
      The
      Executive acknowledges and agrees that any of his work product created, produced
      or conceived in connection with his association with the Company shall be deemed
      work for hire and shall be deemed owned exclusively by the Company. The
      Executive agrees to execute and deliver all documents required by the Company
      to
      document or perfect the Company’s proprietary rights in and to the Executive’s
      work product.




(h)  Breach
      of Restrictive Covenants .
      In the
      event of a breach by the Executive of any restrictive covenant set forth in
      this
      Section 7, the Executive agrees that such a breach would cause irreparable
      injury to the Company, and that if the Company shall bring legal proceedings
      against the Executive to enforce any restrictive covenant, the Company shall
      be
      entitled to seek all available civil remedies, at law or in equity, including,
      without limitation, an injunction without posting a bond, damages, attorneys’
fees, and costs.




8




(i)  Successors
      and Assigns .
      The
      Company and its successors and assigns may enforce these restrictive
      covenants.




(j)  Construction,
      Survival .
      If the
      period of time, area, or scope of restriction specified in this Section 7 should
      be adjudged unreasonable in any proceeding, then the period of time, area,
      or
      scope shall be reduced so that the restrictions may be enforced as is adjudged
      to be reasonable. If the Executive violates any of the restrictions contained
      in
      this Section, the restrictive period shall be tolled during the time that the
      Executive is in violation. All the provisions of this Section 7 shall survive
      the term of this Agreement and the Executive’s employment with the
      Company.




8.  Return
      of Company Property .
      All of
      the Company’s products, Customer correspondence, internal memoranda, designs,
      sales brochures, training manuals, project files, price lists, Customer and
      Vendor lists, prospectus reports, Customer or Vendor information, sales
      literature, territory printouts, call books, notebooks, textbooks e-mails and
      Internet access, and all other like information or products, including all
      copies, duplications, replications and derivatives of such information or
      products, acquired by the Executive while in the employ of the Company, whether
      prepared by the Executive or coming into the Executive’s possession, shall be
      the exclusive property of the Company and shall be returned to the Company
      promptly upon the Executive’s separation from the Company. The Executive’s
      obligations under this Section 8 shall exist whether or not any of these
      materials contain Confidential Information. The Executive shall provide the
      Company with a signed certificate evidencing that all such property has been
      returned, and that no such property or Confidential Information has been
      retained by the Executive in any form.




9.  Notice .
      For the
      purposes of this Agreement, notices, demands and all other communications
      provided for in this Agreement shall be in writing and shall be deemed to have
      been duly given when personally delivered, when transmitted by facsimile with
      receipt confirmed, or one day after delivery to an overnight air courier
      guaranteeing next day delivery, addressed as follows:


If
                  to the Executive:
              Frank
                  Pazera6304
                  Marina Pointe CircleHixson,
                  TN 37343Telephone:
                  (423) 842-6049If
                  to the Company:
              NeoMedia
                  Technologies, Inc.Two
                  Concourse Pkwy, Suite 500Atlanta,
                  GA 30328Telephone:
                  (678)
                  638-0460Fax:
                  (678) 638-0466
  9
  With
                  a copy to
              Kirkpatrick
                  & Lockhart Preston Gates Ellis LLP201
                  S. Biscayne Ave., Suite 2000Miami,
                  Florida 33131Telephone:
                  (305) 539-3300Fax:
                  (305) 358-7095Attention:
                  Clayton E. Parker




or
      to
      such other address as any party may have furnished to the others in writing
      in
      accordance herewith, except that notices of change of address shall be effective
      only upon receipt.




10.  Severability .
      The
      invalidity or unenforceability of any provision or provisions of this Agreement
      shall not affect the validity or enforceability of any other provision of this
      Agreement, which shall remain in full force and effect.




11.  Assignment .
      This
      Agreement may not be assigned by the Executive, but may be assigned by the
      Company to any successor to its business and will inure to the benefit and
      be
      binding upon any such successor.




12.  Tax
      Withholding .
      All
      amounts payable hereunder (including any non-cash benefits) shall be subject
      to
      all applicable tax withholdings.




13.  Counterparts .
      This
      Agreement may be executed in several counterparts, each of which shall be deemed
      to be an original but all of which together will constitute one and the same
      instrument.




14.  Headings .
      The
      headings contained herein are for reference purposes only and shall not in
      any
      way affect the meaning or interpretation of this Agreement.




15.  Choice
      of Law .
      This
      Agreement shall be construed, interpreted and the rights of the parties
      determined in accordance with the laws of the State of Florida (without
      reference to the choice of law provisions of Florida law).




16.  Limitation
      on Liabilities .
      If
      either party is awarded any damages as compensation for any breach or action
      related to this Agreement, or any other cause of action based in whole or in
      part on any breach of any provision of this Agreement, such damages shall be
      limited to contractual damages and shall exclude (i) punitive damages, and
      (ii)
      consequential and/or incidental damages ( e.g. ,
      lost
      profits and other indirect or speculative damages).




17.  Entire
      Agreement .
      This
      Agreement contains the entire agreement and understanding between the Company
      and the Executive with respect to the employment of the Executive by the Company
      as contemplated hereby, and no representations, promises, agreements or
      understandings, written or oral, not herein contained shall be of any force
      or
      effect. This Agreement shall not be changed unless in writing and signed by
      both
      the Executive and the CEO of the Company.




18.  The
      Executive’s Acknowledgment .
      The
      Executive acknowledges (a) that he has consulted with or has had the
      opportunity to consult with independent counsel of his own choice concerning
      this Agreement and has been advised to do so by the Company, and (b) that
      he has read and understands this Agreement, is fully aware of its legal effect,
      and has entered into it freely based on his own judgment.




10


**IN
      WITNESS WHEREOF** ,
      the
      parties have executed this Agreement as of the date and year first above
      written.




**NEOMEDIA
                TECHNOLOGIES, INC.**/s/
                William J. HoffmanName:
                William J. HoffmanTitle:
                CEO**EXECUTIVE**/s/
                Frank PazeraFrank
                Pazera


11


**SCHEDULE
      1**





Company/Group
            
            PositionTatum,
                LLC
            
            Partner




12