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                                                                    EXHIBIT 10.1


                              CONSULTING AGREEMENT

         This agreement (the  "Agreement") is entered into by Martha Refkin (the
"Consultant"),  and NeoMedia Technologies, Inc. ("NeoMedia"), and sets forth the
terms and  conditions  for  services to be rendered by  Consultant  on behalf of
NeoMedia.


Services of the Consultant

         Martha  Refkin  will serve as  consultant  to  NeoMedia  and advise and
assist NeoMedia in developing an effective  financial  strategy,  and assist and
advise on the formulation and implementation of management directives.

         These services include, but are not be limited to, the following:

         o        Assistance in connection with potential acquisition
                  transactions.

         o        Advice concerning the formulation and implementation of
                  various management programs intended to achieve targeted
                  corporate objectives


Timing, Fees and Expenses

         1. Consultant will commence its work with NeoMedia immediately. For the
consulting  services  provided  during  the term of the  engagement,  Consultant
charges a one time up front fee of 3,600,000  shares of NeoMedia  common  stock,
$0.01 par value, representing the "Consulting Fee". The consulting services will
be for a period of one year.  If NeoMedia  desires to terminate  the services of
the Consultant prior to the expiration of this agreement, the Consulatnt will be
entitled to retain the entire  consulting  fee and no proration of this fee will
be made. The shares issued to satisfy the Consulting Fee shall be registered for
re-sale  with  the  US  Securities  and  Exchange   Commission  by  the  Company
immediately upon execution of the Agreement.

         2.  Travel  expenses.  The  Consulting  Fee shall  satisfy  all  travel
expenses due from NeoMedia to the  Consultant  as of the date of this  contract.
From the contract  date forward,  Consultant  shall be  responsible  for his own
travel expenses  relating to the duties  outlined  above.  NeoMedia shall not be
responsible for reimbursement of such travel expenses.


Additional Terms

         o        This Agreement will commence with your signing this Agreement,
                  and will continue for a period of one year.

         1.  Consultant's  relationship  with  NeoMedia  shall  be  that  of  an
independent  contractor  and not  that of an  employee.  Consultant  will not be
eligible for any employee  benefits,  nor will NeoMedia make deductions from the
consulting  fees for taxes,  insurance,  bonds or any other  subscription of any
kind, which shall be Consultant's sole  responsibility.  Consultant will use its
best efforts in performing the services under this  Agreement,  within the scope
of work specified in this Agreement. The Consultant may use contractors or other
third parties of Consultant's choice to assist in rendering such services.

         2.  Confidentiality  and  non-disclosure.   NeoMedia,  their  officers,
directors,  employees  and/or agents,  understand that Consultant  considers its
investors,  source firms and  compensation  arrangements to be confidential  and
proprietary,  and agrees not to disclose any such  information  to any person or
firm outside of NeoMedia without prior written consent from  Consultant,  except
as required by law.  NeoMedia's  obligations  under this paragraph shall survive
termination of this Agreement for a period of 24 months.



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         3.  Consultant  shall keep in confidence and shall not disclose or make
available  to third  parties  or make any use of any  information  or  documents
relating to the products,  methods of  manufacture,  trade  secrets,  processes,
business  or affairs or  confidential  or  proprietary  information  of NeoMedia
(other than  information in the public domain  through no fault of  Consultant),
except with the prior  written  consent of NeoMedia.  Upon  termination  of this
Agreement Consultant will, upon request by NeoMedia,  return all documents,  and
other  materials  related  to  the  services  provided  hereunder  furnished  to
Consultant by NeoMedia.  Consultant's  obligations  under this  paragraph  shall
survive termination of this Agreement.

         4.  Consultant  and NeoMedia  further  agree to indemnify and hold each
other harmless from and against any and all losses, claims or damages, including
any legal or other expenses  reasonably  incurred,  in connection with defending
against  any  litigation,  whether  commenced  or  threatened,  to which  either
NeoMedia or  Consultant  may become  subject  under any  statute,  caused by, or
arising out of any service under this Agreement; provided, however, that neither
party  shall be liable in any such case to the extent that any loss or damage is
found to have  resulted from the other  party's  gross  negligence,  intentional
misrepresentation or violation of any statute or regulation.

         5. In the  event  that  any  controversy  or claim  arises  out of this
Agreement,  the parties  hereto  shall  negotiate  in good faith to resolve such
controversy  or claim.  If such  controversy  or claim  cannot be settled by the
parties  through  negotiation,  such  controversy  or claim  shall be settled by
binding  arbitration.  During the  arbitration,  both parties shall  continue to
perform their  obligations  under this  Agreement  unless the Agreement has been
terminated.  In addition to any other  recovery,  the prevailing  party shall be
entitled to recover its reasonable attorneys' fees and costs thereby incurred.

         6.  If any  provision  of this  Agreement  is  held  to be  invalid  or
unenforceable to any extent in any context, it shall nevertheless be enforced to
the fullest extent allowed by law in that and other  contexts,  and the validity
and force of the  remainder  of this  Agreement  shall not be affected  thereby.
Further, a waiver of the non-performance of any provision of this Agreement must
be in writing and shall apply only to the  particular  non-performance  involved
and shall not constitute an amendment,  change or modification of this Agreement
or apply to any other performance requirement.

         7. This  agreement  shall inure to the benefit of and be binding on the
respective  parties  hereto  and  the  respective   executors,   administrators,
successors and assigns.

         8. If accepted by NeoMedia and Consultant  below,  this Agreement shall
constitute a binding agreement between NeoMedia and Consultant. The terms herein
shall  not be  modified  except  by a written  amendment  signed by the  parties
hereto. The signatories below acknowledge that they have the necessary authority
of their respective  parties,  including board approval,  if required,  to enter
into this Agreement.

         9. This  Agreement  shall be governed by, and  construed in  accordance
with, the laws of the State of Florida.

         10. The Consultant is not a registered  broker and will not provide the
services of a broker. If it is necessary to utilize the services of a registered
broker, any fees and/or costs of such a broker shall be borne by NeoMedia.

AGREED AND ACCEPTED:

Martha Refkin                                   NeoMedia Technologies, Inc.

Signature: /s/ Martha Refkin                    Signature: /s/ Charles T. Jensen
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Date: July 21, 2003                             Title: President
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                                                Date: July 21, 2003
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