<PAGE>


                                        EXHIBIT 10.92

                                  NEOMEDIA TECHNOLOGIES INC.
                                  PLACEMENT AGENT AGREEMENT

                                                   Dated as of: October 27, 2003


Newbridge Securities Corporation
1451 Cypress Creek Road, Suite 204
Fort Lauderdale, Florida 33309

Ladies and Gentlemen:

        The undersigned, Neomedia Technologies Inc., a Delaware corporation (the
"Company"),  hereby agrees with Newbridge Securities Corporation (the "Placement
Agent") and Cornell Capital  Partners,  LP, a Delaware Limited  Partnership (the
"Investor"), as follows:

        1. Offering.  The Company  hereby engages the Placement  Agent to act as
its exclusive placement agent in connection with the Standby Equity Distribution
Agreement dated the date hereof (the "Standby Equity  Distribution  Agreement"),
pursuant to which the Company shall issue and sell to the Investor, from time to
time, and the Investor  shall  purchase from the Company (the  "Offering") up to
Twenty  Million  Dollars  ($20,000,000)  of  the  Company's  common  stock  (the
"Commitment  Amount"),  par value $0.01 per share (the "Common Stock"), at price
per share equal to the  Purchase  Price,  as that term is defined in the Standby
Equity  Distribution  Agreement.  The Placement  Agent services shall consist of
reviewing the terms of the Standby  Equity  Distribution  Agreement and advising
the Company with respect to those terms.

        All capitalized terms used herein and not otherwise defined herein shall
have the same  meaning  ascribed to them as in the Standby  Equity  Distribution
Agreement. The Investor will be granted certain registration rights with respect
to the Common Stock as more fully set forth in the Registration Rights Agreement
between the Company and the  Investor  dated the date hereof (the  "Registration
Rights  Agreement").  The  documents to be executed and  delivered in connection
with the Offering, including, but not limited, to the Company's latest Quarterly
Report on Form 10-QSB as filed with the United  States  Securities  and Exchange
Commission,  this  Agreement,  the Standby Equity  Distribution  Agreement,  the
Registration  Rights  Agreement,  and the Escrow Agreement dated the date hereof
(the "Escrow Agreement"),  are referred to sometimes hereinafter collectively as
the "Offering  Materials." The Company's  Common Stock purchased by the Investor
hereunder  is  sometimes  referred  to  hereinafter  as  the  "Securities."  The
Placement Agent shall not be obligated to sell any Securities.


                                       1
<PAGE>

        2. Compensation.

        A. Upon the execution of this Agreement,  the Company shall issue to the
Placement  Agent or its  designee  shares of the  Company's  Common  Stock in an
amount equal to Ten Thousand Dollars  ($10,000) divided by the Closing Bid Price
of the  Company's  Common  Stock  on the date  hereof  (the  "Placement  Agent's
Shares").  The Placement  Agent shall be entitled to  "piggy-back"  registration
rights, which shall be triggered upon registration of any shares of Common Stock
by the Investor with respect to the  Placement  Agent's  Shares  pursuant to the
Registration Rights Agreement dated the date hereof.

        3. Representations, Warranties and Covenants of the Placement Agent.

        A. The Placement Agent represents, warrants and covenants as follows:

              (i) The Placement Agent has the necessary power to enter into this
Agreement and to consummate the transactions contemplated hereby.

              (ii) The  execution  and delivery by the  Placement  Agent of this
Agreement and the consummation of the transactions  contemplated herein will not
result in any  violation  of, or be in conflict  with,  or  constitute a default
under, any agreement or instrument to which the Placement Agent is a party or by
which the Placement Agent or its properties are bound, or any judgment,  decree,
order or, to the Placement Agent's  knowledge,  any statute,  rule or regulation
applicable to the Placement Agent. This Agreement when executed and delivered by
the Placement Agent, will constitute the legal, valid and binding obligations of
the Placement  Agent,  enforceable in accordance  with their  respective  terms,
except  to the  extent  that (a) the  enforceability  hereof or  thereof  may be
limited by bankruptcy,  insolvency,  reorganization,  moratorium or similar laws
from time to time in effect and affecting the rights of creditors generally, (b)
the enforceability hereof or thereof is subject to general principles of equity,
or (c) the  indemnification  provisions  hereof or thereof  may be held to be in
violation of public policy.

              (iii) Upon receipt and execution of this Agreement,  the Placement
Agent will  promptly  forward  copies of this  Agreement  to the  Company or its
counsel and the Investor or its counsel.

              (iv) The Placement  Agent will not  intentionally  take any action
that it reasonably  believes  would cause the Offering to violate the provisions
of the  Securities  Act of 1933,  as amended  (the "1933 Act"),  the  Securities
Exchange  Act of 1934 (the "1934 Act"),  the  respective  rules and  regulations
promulgated  thereunder (the "Rules and  Regulations")  or applicable "Blue Sky"
laws of any state or jurisdiction.

              (v) The Placement Agent is a member of the National Association of
Securities  Dealers,  Inc., and is a broker-dealer  registered as such under the
1934 Act and under the  securities  laws of the  states in which the  Securities
will be offered or sold by the  Placement  Agent  unless an  exemption  for such
state  registration is available to the Placement  Agent. The Placement Agent is
in  material  compliance  with  the  rules  and  regulations  applicable  to the
Placement Agent generally and applicable to the Placement Agent's  participation
in the Offering.


                                       2
<PAGE>


        4. Representations and Warranties of the Company.

        A. The Company represents and warrants as follows:

              (i)  The  execution,  delivery  and  performance  of  each of this
Agreement,  the Standby Equity Distribution Agreement, the Escrow Agreement, and
the  Registration  Rights  Agreement  has  been  or will  be  duly  and  validly
authorized by the Company and is, or with respect to this Agreement, the Standby
Equity Distribution Agreement, the Escrow Agreement, and the Registration Rights
Agreement will be, a valid and binding agreement of the Company,  enforceable in
accordance  with  its  respective  terms,  except  to the  extent  that  (a) the
enforceability  hereof or  thereof  may be limited  by  bankruptcy,  insolvency,
reorganization,  moratorium  or  similar  laws from  time to time in effect  and
affecting the rights of creditors  generally,  (b) the enforceability  hereof or
thereof is subject to general  principles  of equity or (c) the  indemnification
provisions  hereof or thereof may be held to be in violation  of public  policy.
The Securities to be issued  pursuant to the  transactions  contemplated by this
Agreement  and  the  Standby  Equity  Distribution   Agreement  have  been  duly
authorized and, when issued and paid for in accordance with this Agreement,  the
Equity Line of  Agreement  and the  certificates/instruments  representing  such
Securities, will be valid and binding obligations of the Company, enforceable in
accordance  with  their  respective  terms,  except to the  extent  that (1) the
enforceability thereof may be limited by bankruptcy, insolvency, reorganization,
moratorium  or similar laws from time to time in effect and affecting the rights
of creditors generally, and (2) the enforceability thereof is subject to general
principles  of  equity.  All  corporate  action  required  to be  taken  for the
authorization,  issuance  and sale of the  Securities  has been duly and validly
taken by the Company.

              (ii) The Company  has a duly  authorized,  issued and  outstanding
capitalization  as set  forth  herein  and in the  Standby  Equity  Distribution
Agreement.  The Company is not a party to or bound by any instrument,  agreement
or other  arrangement  providing  for it to issue  any  capital  stock,  rights,
warrants, options or other securities, except for this Agreement, the agreements
described herein and as described in the Standby Equity Distribution  Agreement,
dated the date  hereof  and the  agreements  described  therein.  All issued and
outstanding  securities of the Company,  have been duly  authorized  and validly
issued and are fully paid and non-assessable; the holders thereof have no rights
of rescission or preemptive  rights with respect  thereto and are not subject to
personal liability solely by reason of being security holders;  and none of such
securities  were issued in violation of the preemptive  rights of any holders of
any security of the Company.

              (iii)  The  Common  Stock to be  issued  in  accordance  with this
Agreement and the Standby Equity Distribution Agreement has been duly authorized
and, when issued and paid for in accordance  with this Agreement and the Standby
Equity Distribution Agreement,  the  certificates/instruments  representing such
Common Stock will be validly issued, fully-paid and non-assessable;  the holders
thereof will not be subject to personal liability solely by reason of being such
holders;  such  Securities  are not and will not be  subject  to the  preemptive
rights of any holder of any security of the Company.

              (iv) The  Company has good and  marketable  title to, or valid and
enforceable  leasehold  estates  in,  all  items of real and  personal  property
necessary to conduct its business  (including,  without limitation,  any real or
personal property stated in the Offering  Materials to be owned or leased by the
Company), free and clear of all liens, encumbrances,  claims, security interests
and defects of any material nature whatsoever, other than those set forth in the
Offering Materials and liens for taxes not yet due and payable.


                                       3
<PAGE>


              (v)  Except as set  forth in the  Equity  Distribution  Agreement,
there is no litigation or governmental proceeding pending or, to the best of the
Company's knowledge, threatened against, or involving the properties or business
of the Company, except as set forth in the Offering Materials.

              (vi) The Company has been duly  organized and is validly  existing
as a  corporation  in good  standing  under the laws of the  State of  Delaware.
Except as set  forth in the  Offering  Materials,  the  Company  does not own or
control,   directly  or  indirectly,  an  interest  in  any  other  corporation,
partnership,  trust, joint venture or other business entity. The Company is duly
qualified  or licensed  and in good  standing as a foreign  corporation  in each
jurisdiction   in  which  the   character  of  its   operations   requires  such
qualification or licensing and where failure to so qualify would have a material
adverse effect on the Company. The Company has all requisite corporate power and
authority,  and all material and necessary  authorizations,  approvals,  orders,
licenses,  certificates  and  permits  of and from all  governmental  regulatory
officials  and bodies  (domestic  and  foreign) to conduct its  businesses  (and
proposed  business) as described in the Offering  Materials.  Any disclosures in
the Offering  Materials  concerning the effects of foreign,  federal,  state and
local  regulation  on the  Company's  businesses  as currently  conducted and as
contemplated  are correct in all  material  respects  and do not omit to state a
material fact.  The Company has all corporate  power and authority to enter into
this Agreement,  the Standby Equity  Distribution  Agreement,  the  Registration
Rights  Agreement,  and the Escrow  Agreement,  to carry out the  provisions and
conditions hereof and thereof, and all consents,  authorizations,  approvals and
orders  required in connection  herewith and therewith  have been  obtained.  No
consent,  authorization  or order of, and no filing with, any court,  government
agency  or  other  body is  required  by the  Company  for the  issuance  of the
Securities  or  execution  and  delivery of the  Offering  Materials  except for
applicable federal and state securities laws. The Company,  since its inception,
has not incurred any liability  arising under or as a result of the  application
of any of the  provisions  of the  1933  Act,  the  1934  Act or the  Rules  and
Regulations.

              (vii) There has been no material  adverse  change in the condition
or prospects of the Company, financial or otherwise, from the latest dates as of
which such condition or prospects,  respectively,  are set forth in the Offering
Materials,  and the  outstanding  debt,  the  property  and the  business of the
Company conform in all material  respects to the descriptions  thereof contained
in the Offering Materials.

              (viii) Except as set forth in the Offering Materials,  the Company
is not in breach of, or in default under,  any term or provision of any material
indenture,  mortgage,  deed  of  trust,  lease,  note,  loan or  Standby  Equity
Distribution  Agreement or any other material agreement or instrument evidencing
an obligation for borrowed money, or any other material  agreement or instrument
to which it is a party or by which it or any of its  properties  may be bound or
affected.  The Company is not in  violation  of any  provision of its charter or
by-laws or in violation of any franchise,  license, permit, judgment,  decree or
order, or in violation of any material statute, rule or regulation.  Neither the
execution  and delivery of the Offering  Materials  nor the issuance and sale or
delivery of the  Securities,  nor the  consummation  of any of the  transactions
contemplated  in the Offering  Materials nor the  compliance by the Company with
the terms and provisions hereof or thereof, has conflicted with or will conflict
with,  or has  resulted  in or will  result in a breach of, any of the terms and
provisions  of, or has  constituted or will  constitute a default under,  or has
resulted in or will result in the creation or imposition of any lien,  charge or
encumbrance  upon any property or assets of the Company or pursuant to the terms
of any indenture,  mortgage, deed of trust, note, loan or any other agreement or
instrument  evidencing an obligation for borrowed  money, or any other agreement
or  instrument to which the Company may be bound or to which any of the property
or assets of the Company is subject except (a) where such default,  lien, charge
or encumbrance  would not have a material  adverse effect on the Company and (b)
as  described  in the  Offering  Materials;  nor will such action  result in any
violation  of the  provisions  of the  charter or the by-laws of the Company or,
assuming  the  due  performance  by  the  Placement  Agent  of  its  obligations
hereunder,  any  material  statute or any  material  order,  rule or  regulation
applicable  to the  Company of any court or of any  foreign,  federal,  state or
other regulatory authority or other government body having jurisdiction over the
Company.


                                       4
<PAGE>


              (ix)  Subsequent to the dates as of which  information is given in
the Offering Materials, and except as may otherwise be indicated or contemplated
herein or therein the Company has not (a) issued any  securities or incurred any
liability  or  obligation,  direct or  contingent,  for borrowed  money,  or (b)
entered into any transaction  other than in the ordinary course of business,  or
(c)  declared  or paid any  dividend  or made any  other  distribution  on or in
respect of its capital stock. Except as described in the Offering Materials, the
Company  has no  outstanding  obligations  to any  officer  or  director  of the
Company.

              (x) There are no claims for  services  in the nature of a finder's
or  origination  fee with  respect to the sale of the Common  Stock or any other
arrangements, agreements or understandings that may affect the Placement Agent's
compensation,  as determined by the National  Association of Securities Dealers,
Inc.

              (xi) The Company owns or possesses, free and clear of all liens or
encumbrances  and rights  thereto or therein  by third  parties,  the  requisite
licenses  or other  rights to use all  trademarks,  service  marks,  copyrights,
service names, trade names, patents,  patent applications and licenses necessary
to conduct its business  (including,  without  limitation,  any such licenses or
rights  described in the  Offering  Materials as being owned or possessed by the
Company) and, except as set forth in the Offering  Materials,  there is no claim
or action by any person  pertaining  to, or  proceeding,  pending or threatened,
which  challenges  the  exclusive  rights of the  Company  with  respect  to any
trademarks,  service marks,  copyrights,  service names,  trade names,  patents,
patent applications and licenses used in the conduct of the Company's businesses
(including,  without  limitation,  any such licenses or rights  described in the
Offering  Materials as being owned or possessed by the Company) except any claim
or action  that would not have a material  adverse  effect on the  Company;  the
Company's  current  products,  services or processes do not infringe or will not
infringe on the patents currently held by any third party.

              (xii) Except as described in the Offering  Materials,  the Company
is not under any  obligation to pay royalties or fees of any kind  whatsoever to
any third  party with  respect to any  trademarks,  service  marks,  copyrights,
service names, trade names, patents, patent applications, licenses or technology
it has developed, uses, employs or intends to use or employ, other than to their
respective licensors.


                                       5
<PAGE>


              (xiii) Subject to the  performance  by the Placement  Agent of its
obligations  hereunder the offer and sale of the Securities  complies,  and will
continue to comply,  in all material  respects with the requirements of Rule 506
of  Regulation D  promulgated  by the SEC pursuant to the 1933 Act and any other
applicable  federal and state laws,  rules,  regulations  and executive  orders.
Neither the Offering  Materials nor any amendment or supplement  thereto nor any
documents  prepared by the Company in connection  with the Offering will contain
any untrue  statement  of a  material  fact or omit to state any  material  fact
required to be stated  therein or necessary to make the statements  therein,  in
light of the  circumstances  under  which they were made,  not  misleading.  All
statements of material  facts in the Offering  Materials are true and correct as
of the date of the Offering Materials.

              (xiv)  All  material  taxes  which  are due and  payable  from the
Company  have been  paid in full or  adequate  provision  has been made for such
taxes on the books of the Company, except for those taxes disputed in good faith
by the Company

              (xv)  None  of the  Company  nor any of its  officers,  directors,
employees or agents, nor any other person acting on behalf of the Company,  has,
directly  or  indirectly,  given or agreed to give any  money,  gift or  similar
benefit (other than legal price  concessions to customers in the ordinary course
of  business)  to any  customer,  supplier,  employee  or agent of a customer or
supplier,  or official or employee of any governmental agency or instrumentality
of any government  (domestic or foreign) or any political party or candidate for
office  (domestic  or foreign) or other person who is or may be in a position to
help or hinder the business of the Company (or assist it in connection  with any
actual or  proposed  transaction)  which (A) might  subject  the  Company to any
damage  or  penalty  in  any  civil,  criminal  or  governmental  litigation  or
proceeding, or (B) if not given in the past, might have had a materially adverse
effect on the assets,  business or operations of the Company as reflected in any
of the financial statements  contained in the Offering Materials,  or (C) if not
continued in the future, might adversely affect the assets, business, operations
or prospects of the Company in the future.

        5. Representations, Warranties and Covenants of the Investor.

        A. The Investor represents, warrants and covenants as follows:

              (i) The  Investor  has the  necessary  power  to enter  into  this
Agreement and to consummate the transactions contemplated hereby.

              (ii) The execution and delivery by the Investor of this  Agreement
and the consummation of the transactions  contemplated herein will not result in
any violation of, or be in conflict  with,  or constitute a default  under,  any
agreement  or  instrument  to which  the  Investor  is a party  or by which  the
Investor or its properties are bound, or any judgment,  decree, order or, to the
Investor's  knowledge,  any  statute,  rule  or  regulation  applicable  to  the
Investor.  This  Agreement  when executed and  delivered by the  Investor,  will
constitute the legal, valid and binding obligations of the Investor, enforceable
in accordance  with their  respective  terms,  except to the extent that (a) the
enforceability  hereof or  thereof  may be limited  by  bankruptcy,  insolvency,
reorganization,  moratorium  or  similar  laws from  time to time in effect  and
affecting the rights of creditors  generally,  (b) the enforceability  hereof or
thereof is subject to general  principles of equity, or (c) the  indemnification
provisions hereof or thereof may be held to be in violation of public policy.


                                       6
<PAGE>

              (iii) The Investor will promptly forward copies of any and all due
diligence questionnaires compiled by the Investor to the Placement Agent.

              (iv) The Investor is an Accredited  Investor (as defined under the
1933 Act).

              (v) The Investor is acquiring the  Securities  for the  Inventor's
own account as principal,  not as a nominee or agent,  for  investment  purposes
only, and not with a view to, or for, resale,  distribution or fractionalization
thereof  in  whole  or in part and no other  person  has a  direct  or  indirect
beneficial interest in such Securities.  Further, the Investor does not have any
contract,  undertaking,  agreement  or  arrangement  with  any  person  to sell,
transfer or grant  participations  to such person or to any third  person,  with
respect to any of the Securities.

              (vi) The Investor  acknowledges the Investor's  understanding that
the  offering  and  sale  of  the  Securities  is  intended  to be  exempt  from
registration  under the 1933 Act by virtue of  Section  3(b) of the 1933 Act and
the  provisions  of  Regulation D promulgated  thereunder  ("Regulation  D"). In
furtherance thereof, the Investor represents and warrants as follows:

                                    (a) The Investor has the  financial  ability
to bear the economic risk of the Investor's  investment,  has adequate means for
providing for the Inventor's current needs and personal contingencies and has no
need for liquidity with respect to the Investor's investment in the Company; and

                                    (b) The  Investor  has  such  knowledge  and
experience in financial and business  matters as to be capable of evaluating the
merits and risks of the prospective investment.  The Inventor also represents it
has not been organized for the purpose of acquiring the Securities.

              (vii) The Investor has been given the opportunity for a reasonable
time prior to the date hereof to ask questions of, and receive answers from, the
Company  or its  representatives  concerning  the  terms and  conditions  of the
Offering,  and other matters  pertaining to this investment,  and has been given
the  opportunity  for a reasonable  time prior to the date hereof to obtain such
additional  information in connection with the Company in order for the Investor
to evaluate  the merits and risks of purchase of the  Securities,  to the extent
the Company  possesses such  information or can acquire it without  unreasonable
effort or expense.  The Investor is not relying on the Placement Agent or any of
its  affiliates  with  respect to the accuracy or  completeness  of the Offering
Materials or for any economic considerations involved in this investment.

        6. Certain Covenants and Agreements of the Company.

        The Company  covenants and agrees at its expense and without any expense
to the Placement Agent as follows:


                                       7
<PAGE>


        A. To advise  the  Placement  Agent  and the  Investor  of any  material
adverse change in the Company's financial condition, prospects or business or of
any  development  materially  affecting  the  Company  or  rendering  untrue  or
misleading  any material  statement in the Offering  Materials  occurring at any
time as soon as the Company is either informed or becomes aware thereof.

        B. To use its commercially  reasonable efforts to cause the Common Stock
issuable in  connection  with the Standby  Equity  Distribution  Agreement to be
qualified or registered  for sale on terms  consistent  with those stated in the
Registration   Rights   Agreement  and  under  the   securities   laws  of  such
jurisdictions as the Placement Agent and the Investor shall reasonably  request.
Qualification,  registration and exemption charges and fees shall be at the sole
cost and expense of the Company.

        C. Upon  written  request,  to  provide  and  continue  to  provide  the
Placement  Agent and the Investor copies of all quarterly  financial  statements
and audited annual financial statements prepared by or on behalf of the Company,
other reports prepared by or on behalf of the Company for public  disclosure and
all documents delivered to the Company's stockholders.

        D. To deliver,  during the  registration  period of the  Standby  Equity
Distribution  Agreement,  to the Investor upon the  Investor's  request,  within
forty five (45) days, a statement of its income for each such quarterly  period,
and its balance sheet and a statement of changes in  stockholders'  equity as of
the end of such quarterly  period,  all in reasonable  detail,  certified by its
principal  financial or accounting  officer;  (ii) within ninety (90) days after
the close of each fiscal year,  its balance sheet as of the close of such fiscal
year,   together  with  a  statement  of  income,  a  statement  of  changes  in
stockholders'  equity and a statement  of cash flow for such fiscal  year,  such
balance sheet, statement of income, statement of changes in stockholders' equity
and statement of cash flow to be in reasonable  detail and accompanied by a copy
of the  certificate  or  report  thereon  of  independent  auditors  if  audited
financial  statements are prepared;  and (iii) a copy of all documents,  reports
and information  furnished to its  stockholders at the time that such documents,
reports and information are furnished to its stockholders.

        E. To comply with the terms of the Offering Materials.

        F. To ensure that any transactions  between or among the Company, or any
of its officers, directors and affiliates be on terms and conditions that are no
less  favorable  to the  Company,  than the terms and  conditions  that would be
available in an "arm's length" transaction with an independent third party.

        7. Indemnification and Limitation of Liability.

        A.  The  Company  hereby  agrees  that it will  indemnify  and  hold the
Placement   Agent  and  each  officer,   director,   shareholder,   employee  or
representative of the Placement Agent and each person controlling, controlled by
or under common  control with the Placement  Agent within the meaning of Section
15 of the  1933  Act or  Section  20 of the  1934  Act or the  SEC's  Rules  and
Regulations promulgated thereunder (the "Rules and Regulations"),  harmless from
and  against  any  and all  loss,  claim,  damage,  liability,  cost or  expense
whatsoever (including, but not limited to, any and all reasonable legal fees and
other  expenses and  disbursements  incurred in connection  with  investigating,
preparing to defend or defending any action,  suit or proceeding,  including any
inquiry or investigation, commenced or threatened, or any claim whatsoever or in
appearing  or  preparing  for  appearance  as a witness in any  action,  suit or
proceeding,  including any inquiry, investigation or pretrial proceeding such as
a deposition)  to which the Placement  Agent or such  indemnified  person of the
Placement  Agent may become  subject under the 1933 Act, the 1934 Act, the Rules
and Regulations, or any other federal or state law or regulation,  common law or
otherwise,  arising  out of or based  upon (i) any untrue  statement  or alleged
untrue  statement  of a  material  fact  contained  in  (a)  Section  4 of  this
Agreement,  (b) the Offering Materials (except those written statements relating
to the Placement Agent given by the Placement Agent for inclusion therein),  (c)
any  application  or other  document  or written  communication  executed by the
Company or based upon written information  furnished by the Company filed in any
jurisdiction  in order to qualify  the Common  Stock under the  securities  laws
thereof,  or any state  securities  commission  or agency;  (ii) the omission or
alleged omission from documents  described in clauses (a), (b) or (c) above of a
material fact required to be stated  therein or necessary to make the statements
therein not  misleading;  or (iii) the breach of any  representation,  warranty,
covenant or agreement made by the Company in this Agreement. The Company further
agrees that upon demand by an  indemnified  person,  at any time or from time to
time, it will promptly  reimburse such indemnified  person for any loss,  claim,
damage,  liability,  cost  or  expense  actually  and  reasonably  paid  by  the
indemnified  person as to which the Company has indemnified such person pursuant
hereto.  Notwithstanding  the foregoing  provisions of this Paragraph  7(A), any
such payment or reimbursement by the Company of fees,  expenses or disbursements
incurred by an indemnified person in any proceeding in which a final judgment by
a court of competent  jurisdiction  (after all appeals or the expiration of time
to appeal) is entered  against the Placement  Agent or such  indemnified  person
based upon specific finding of fact that the Placement Agent or such indemnified
person's gross negligence or willful  misfeasance will be promptly repaid to the
Company.


                                       8
<PAGE>


        B. The Placement Agent hereby agrees that it will indemnify and hold the
Company and each officer, director,  shareholder,  employee or representative of
the Company, and each person controlling,  controlled by or under common control
with the Company  within the meaning of Section 15 of the 1933 Act or Section 20
of the 1934 Act or the Rules and Regulations,  harmless from and against any and
all loss, claim, damage, liability,  cost or expense whatsoever (including,  but
not  limited  to,  any and all  reasonable  legal  fees and other  expenses  and
disbursements incurred in connection with investigating,  preparing to defend or
defending   any  action,   suit  or   proceeding,   including   any  inquiry  or
investigation,  commenced or threatened, or any claim whatsoever or in appearing
or preparing  for  appearance  as a witness in any action,  suit or  proceeding,
including  any  inquiry,   investigation  or  pretrial   proceeding  such  as  a
deposition) to which the Company or such  indemnified  person of the Company may
become subject under the 1933 Act, the 1934 Act, the Rules and  Regulations,  or
any other federal or state law or regulation,  common law or otherwise,  arising
out of or based upon (i) the material  breach of any  representation,  warranty,
covenant or agreement made by the Placement Agent in this Agreement, or (ii) any
false or misleading information provided to the Company in writing by one of the
Placement Agent's indemnified persons specifically for inclusion in the Offering
Materials.


                                       9
<PAGE>


        C.  The  Investor  hereby  agrees  that it will  indemnify  and hold the
Placement   Agent  and  each  officer,   director,   shareholder,   employee  or
representative of the Placement Agent, and each person  controlling,  controlled
by or under  common  control  with the  Placement  Agent  within the  meaning of
Section  15 of the 1933 Act or  Section  20 of the  1934  Act or the  Rules  and
Regulations,  harmless  from  and  against  any and  all  loss,  claim,  damage,
liability,  cost or expense whatsoever  (including,  but not limited to, any and
all  reasonable  legal fees and other  expenses  and  disbursements  incurred in
connection with investigating, preparing to defend or defending any action, suit
or proceeding, including any inquiry or investigation,  commenced or threatened,
or any claim whatsoever or in appearing or preparing for appearance as a witness
in any action,  suit or  proceeding,  including  any inquiry,  investigation  or
pretrial  proceeding  such as a deposition) to which the Placement Agent or such
indemnified person of the Placement Agent may become subject under the 1933 Act,
the 1934 Act, the Rules and  Regulations,  or any other  federal or state law or
regulation,  common  law or  otherwise,  arising  out of or  based  upon (i) the
conduct of the Investor or its  officers,  employees or  representatives  in its
acting  as the  Investor  for the  Offering,  (ii) the  material  breach  of any
representation,  warranty,  covenant or  agreement  made by the  Investor in the
Offering Materials, or (iii) any false or misleading information provided to the
Placement Agent by one of the Investor's indemnified persons.

        D. The Placement Agent hereby agrees that it will indemnify and hold the
Investor and each officer, director, shareholder,  employee or representative of
the Investor, and each person controlling, controlled by or under common control
with the Investor within the meaning of Section 15 of the 1933 Act or Section 20
of the 1934 Act or the Rules and Regulations,  harmless from and against any and
all loss, claim, damage, liability,  cost or expense whatsoever (including,  but
not  limited  to,  any and all  reasonable  legal  fees and other  expenses  and
disbursements incurred in connection with investigating,  preparing to defend or
defending   any  action,   suit  or   proceeding,   including   any  inquiry  or
investigation,  commenced or threatened, or any claim whatsoever or in appearing
or preparing  for  appearance  as a witness in any action,  suit or  proceeding,
including  any  inquiry,   investigation  or  pretrial   proceeding  such  as  a
deposition) to which the Investor or such indemnified person of the Investor may
become subject under the 1933 Act, the 1934 Act, the Rules and  Regulations,  or
any other federal or state law or regulation,  common law or otherwise,  arising
out of or based  upon  the  material  breach  of any  representation,  warranty,
covenant or agreement made by the Placement Agent in this Agreement.

        E.  Promptly  after  receipt  by  an  indemnified  party  of  notice  of
commencement  of any action covered by Section 7(A),  (B), (C) or (D), the party
to be indemnified shall,  within five (5) business days, notify the indemnifying
party of the commencement  thereof; the omission by one (1) indemnified party to
so notify the indemnifying party shall not relieve the indemnifying party of its
obligation to indemnify any other  indemnified  party that has given such notice
and shall not relieve the  indemnifying  party of any liability  outside of this
indemnification  if not  materially  prejudiced  thereby.  In the event that any
action is brought against the indemnified  party, the indemnifying party will be
entitled to participate  therein and, to the extent it may desire, to assume and
control  the  defense  thereof  with  counsel  chosen by it which is  reasonably
acceptable to the indemnified party. After notice from the indemnifying party to
such  indemnified  party of its election to so assume the defense  thereof,  the
indemnifying  party  will not be liable to such  indemnified  party  under  such
Section  7(A),  (B),  (C), or (D) for any legal or other  expenses  subsequently
incurred by such indemnified  party in connection with the defense thereof,  but
the  indemnified  party may, at its own expense,  participate in such defense by
counsel  chosen by it,  without,  however,  impairing the  indemnifying  party's
control  of  the  defense.   Subject  to  the  proviso  of  this   sentence  and
notwithstanding  any other  statement  to the  contrary  contained  herein,  the
indemnified  party or  parties  shall  have the right to choose its or their own
counsel  and  control  the  defense  of any  action,  all at the  expense of the
indemnifying  party  if (i) the  employment  of such  counsel  shall  have  been
authorized in writing by the  indemnifying  party in connection with the defense
of  such  action  at  the  expense  of  the  indemnifying  party,  or  (ii)  the
indemnifying  party shall not have employed counsel  reasonably  satisfactory to
such  indemnified  party to have charge of the  defense of such action  within a
reasonable  time  after  notice of  commencement  of the  action,  or (iii) such
indemnified  party or parties shall have reasonably  concluded that there may be
defenses available to it or them which are different from or additional to those
available  to one  or  all  of the  indemnifying  parties  (in  which  case  the
indemnifying  parties  shall not have the right to direct  the  defense  of such
action on behalf of the  indemnified  party or parties),  in any of which events
such  fees  and  expenses  of one  additional  counsel  shall  be  borne  by the
indemnifying party; provided, however, that the indemnifying party shall not, in
connection with any one action or separate but substantially  similar or related
actions in the same jurisdiction  arising out of the same general allegations or
circumstance,  be liable for the  reasonable  fees and expenses of more than one
separate  firm of attorneys  at any time for all such  indemnified  parties.  No
settlement of any action or  proceeding  against an  indemnified  party shall be
made without the consent of the indemnifying party.


                                       10
<PAGE>


        F.  In  order  to  provide  for  just  and  equitable   contribution  in
circumstances in which the indemnification  provided for in Section 7(A) or 7(B)
is due in accordance  with its terms but is for any reason held by a court to be
unavailable  on grounds of policy or  otherwise,  the Company and the  Placement
Agent shall contribute to the aggregate losses,  claims, damages and liabilities
(including  legal or other expenses  reasonably  incurred in connection with the
investigation  or defense of same) which the other may incur in such  proportion
so that the  Placement  Agent  shall be  responsible  for  such  percent  of the
aggregate of such losses,  claims,  damages and  liabilities  as shall equal the
percentage of the gross  proceeds  paid to the  Placement  Agent and the Company
shall be responsible for the balance;  provided,  however, that no person guilty
of fraudulent  misrepresentation within the meaning of Section 11(f) of the 1933
Act shall be entitled to contribution from any person who was not guilty of such
fraudulent  misrepresentation.  For  purposes of this Section  7(F),  any person
controlling,  controlled by or under common control with the Placement Agent, or
any partner,  director,  officer,  employee,  representative or any agent of any
thereof,  shall have the same rights to  contribution as the Placement Agent and
each person controlling,  controlled by or under common control with the Company
within  the  meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act
and each officer of the Company and each  director of the Company shall have the
same rights to contribution  as the Company.  Any party entitled to contribution
will,  promptly after receipt of notice of commencement  of any action,  suit or
proceeding  against such party in respect of which a claim for  contribution may
be made against the other party under this Section 7(D),  notify such party from
whom contribution may be sought,  but the omission to so notify such party shall
not relieve the party from whom  contribution  may be sought from any obligation
they may have hereunder or otherwise if the party from whom  contribution may be
sought is not materially prejudiced thereby.


                                       11
<PAGE>


        G. The indemnity and contribution agreements contained in this Section 7
shall  remain  operative  and  in  full  force  and  effect  regardless  of  any
investigation  made by or on behalf of any indemnified person or any termination
of this Agreement.

        H. The Company  hereby waives,  to the fullest extent  permitted by law,
any right to or claim of any punitive, exemplary, incidental, indirect, special,
consequential or other damages (including,  without limitation, loss of profits)
against the Placement Agent and each officer, director, shareholder, employee or
representative of the placement agent and each person controlling, controlled by
or under common  control with the Placement  Agent within the meaning of Section
15 of the 1933 Act or  Section  20 of the 1934 Act or the Rules and  Regulations
arising out of any cause  whatsoever  (whether  such cause be based in contract,
negligence, strict liability, other tort or otherwise). Notwithstanding anything
to the contrary contained herein, the aggregate liability of the Placement Agent
and each  officer,  director,  shareholder,  employee or  representative  of the
Placement  Agent and each  person  controlling,  controlled  by or under  common
control  with the  Placement  Agent within the meaning of Section 15 of the 1933
Act or Section 20 of the 1934 Act or the Rules and Regulations  shall not exceed
the  compensation  received by the Placement Agent pursuant to Section 2 hereof.
This  limitation  of liability  shall apply  regardless  of the cause of action,
whether contract, tort (including, without limitation,  negligence) or breach of
statute or any other legal or equitable obligation.

        8. Payment of Expenses.

        The Company hereby agrees to bear all of the expenses in connection with
the Offering, including, but not limited to the following: filing fees, printing
and duplicating costs, advertisements, postage and mailing expenses with respect
to the  transmission of Offering  Materials,  registrar and transfer agent fees,
escrow agent fees and expenses,  fees of the Company's  counsel and accountants,
issue and transfer taxes, if any.

        9. Conditions of Closing.

        The Closing shall be held at the offices of the Investor or its counsel.
The  obligations  of the  Placement  Agent  hereunder  shall be  subject  to the
continuing accuracy of the representations and warranties of the Company and the
Investor  herein  as of the  date  hereof  and as of the  Date of  Closing  (the
"Closing Date") with respect to the Company or the Investor, as the case may be,
as if it had been made on and as of such Closing Date; the accuracy on and as of
the Closing Date of the  statements of the officers of the Company made pursuant
to the provisions hereof; and the performance by the Company and the Investor on
and as of the Closing Date of its covenants and obligations hereunder and to the
following further conditions:

        A. Upon the  effectiveness  of a  registration  statement  covering  the
Standby  Equity  Distribution  Agreement,  the Investor and the Placement  Agent
shall  receive  the  opinion  of Counsel  to the  Company,  dated as of the date
thereof, which opinion shall be in form and substance reasonably satisfactory to
the Investor, their counsel and the Placement Agent.

        B. At or prior to the  Closing,  the Investor  and the  Placement  Agent
shall have been furnished such  documents,  certificates  and opinions as it may
reasonably  require for the purpose of enabling  them to review or pass upon the
matters referred to in this Agreement and the Offering Materials, or in order to
evidence   the   accuracy,   completeness   or   satisfaction   of  any  of  the
representations, warranties or conditions herein contained.


                                       12
<PAGE>


        C. At and prior to the  Closing,  (i) there  shall have been no material
adverse change nor development  involving a prospective  change in the condition
or prospects or the business activities,  financial or otherwise, of the Company
from the latest  dates as of which such  condition  is set forth in the Offering
Materials; (ii) there shall have been no transaction, not in the ordinary course
of business  which has not been  disclosed in the  Offering  Materials or to the
Placement Agent in writing; (iii) except as set forth in the Offering Materials,
the  Company  shall not be in  default  under any  provision  of any  instrument
relating to any outstanding indebtedness for which a waiver or extension has not
been otherwise received; (iv) except as set forth in the Offering Materials, the
Company shall not have issued any  securities  (other than those to be issued as
provided in the Offering Materials) or declared or paid any dividend or made any
distribution of its capital stock of any class and there shall not have been any
change in the indebtedness (long or short term) or liabilities or obligations of
the Company  (contingent  or otherwise)  and trade payable debt; (v) no material
amount of the assets of the Company shall have been pledged or mortgaged, except
as indicated in the Offering  Materials;  and (v) no action, suit or proceeding,
at law or in equity,  against the Company or affecting any of its  properties or
businesses  shall be pending or threatened  before or by any court or federal or
state commission,  board or other  administrative  agency,  domestic or foreign,
wherein an unfavorable  decision,  ruling or finding could materially  adversely
affect  the  businesses,  prospects  or  financial  condition  or  income of the
Company, except as set forth in the Offering Materials.

        D. If requested at Closing the  Investor and the  Placement  Agent shall
receive a certificate  of the Company  signed by an executive  officer and chief
financial officer,  dated as of the applicable  Closing,  to the effect that the
conditions set forth in subparagraph  (C) above have been satisfied and that, as
of the applicable closing, the representations and warranties of the Company set
forth herein are true and correct.

        E. The  Placement  Agent shall have no obligation to insure that (x) any
check,  note,  draft or other  means of  payment  for the  Common  Stock will be
honored,  paid or enforceable against the Investor in accordance with its terms,
or (y) subject to the performance of the Placement  Agent's  obligations and the
accuracy of the Placement Agent's representations and warranties hereunder,  (1)
the Offering is exempt from the registration requirements of the 1933 Act or any
applicable state "Blue Sky" law or (2) the Investor is an Accredited Investor.

        10. Termination.

        This Agreement  shall be  co-terminus  with, and terminate upon the same
terms and  conditions  as those set forth in, the  Standby  Equity  Distribution
Agreement.  The rights of the Investor and the  obligations of the Company under
the Registration Rights Agreement, and the rights of the Placement Agent and the
obligations  of the Company  shall  survive the  termination  of this  Agreement
unabridged.


                                       13
<PAGE>


        11. Miscellaneous.

        A. This Agreement may be executed in any number of counterparts, each of
which shall be deemed to be an original, but all which shall be deemed to be one
and the same instrument.

        B. Any notice required or permitted to be given hereunder shall be given
in writing and shall be deemed  effective  when  deposited in the United  States
mail, postage prepaid,  or when received if personally  delivered or faxed (upon
confirmation of receipt received by the sending party),  addressed as follows to
such other address of which written notice is given to the others):

If to Placement Agent, to:             Newbridge Securities Corporation
                                       1451 Cypress Creek Road, Suite 204
                                       Fort Lauderdale, Florida 33309
                                       Attention:     Doug Aguililla
                                       Telephone:     (954) 334-3450
                                       Facsimile:     (954) 229-9937

If to the Company, to:                 Neomedia Technologies Inc.
                                       2201 2nd Street  - Suite 600
                                       Fort Myers, FL33901
                                       Attention:    Charles T. Jensen
                                       Telephone:   (239) 337-3434
                                       Facsimile:     (239) 337-3668

With a copy to:                        Kirkpatrick & Lockhart, LLP
                                       Miami Center - 20th Floor
                                       201 South Biscayne Boulevard
                                       Miami, Florida 33131-2399
                                       Attention:     Clayton E. Parker, Esq.
                                       Telephone:     (305) 539-3306
                                       Facsimile:     (305) 358-7095

If to the Investor:                    Cornell Capital Partners, LP
                                       101 Hudson Street - Suite 3606
                                       Jersey City, New Jersey 07302
                                       Attention:     Mark A. Angelo
                                                      Portfolio Manager
                                       Telephone:     (201) 985-8300
                                       Facsimile:     (201) 985-8266

With Copies to:                        Butler Gonzalez LLP
                                       1000 Stuyvesant Avenue - Suite 6
                                       Union, New Jersey 07083
                                       Attention:     David Gonzalez, Esq.
                                       Facsimile:     (908) 810-0973
                                       Butler Gonzalez LLP


                                       14
<PAGE>


        C. This  Agreement  shall be governed by and  construed  in all respects
under the laws of the State of  Delaware,  without  reference to its conflict of
laws rules or principles. Any suit, action, proceeding or litigation arising out
of or relating to this Agreement shall be brought and prosecuted in such federal
or state court or courts  located  within the State of New Jersey as provided by
law.  The  parties  hereby  irrevocably  and  unconditionally   consent  to  the
jurisdiction of each such court or courts located within the State of New Jersey
and to service of  process by  registered  or  certified  mail,  return  receipt
requested,  or by any other  manner  provided  by  applicable  law,  and  hereby
irrevocably and unconditionally  waive any right to claim that any suit, action,
proceeding  or litigation  so commenced  has been  commenced in an  inconvenient
forum.

        D. This Agreement and the other agreements referenced herein contain the
entire  understanding  between  the  parties  hereto and may not be  modified or
amended except by a writing duly signed by the party against whom enforcement of
the modification or amendment is sought.

        E. If any  provision  of this  Agreement  shall be held to be invalid or
unenforceable,  such invalidity or  unenforceability  shall not affect any other
provision of this Agreement.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


<PAGE>


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

                                  COMPANY:

                                  NEOMEDIA TECHNOLOGIES INC.

                                  By: /s/ Charles T. Jensen
                                  Name:  Charles T. Jensen
                                  Title:   President, Chief Operating Officer,
                                  Acting Chief Executive Officer & Director

                                  PLACEMENT AGENT:
                                  NEWBRIDGE SECURITIES CORPORATION

                                  By:/s/ Guy S. Amico
                                  Name:    Guy S. Amico
                                  Title:    President

                                  INVESTOR:

                                  CORNELL CAPITAL PARTNERS, LP

                                  By:     Yorkville Advisors, LLC
                                  Its:    General Partner

                                  By: /s/ Mark A. Angelo
                                  Name:   Mark A. Angelo
                                  Title:  Portfolio Manager