Exhibit
      10.6

     

    MASTER
      AMENDMENT AGREEMENT


     

    This
      MASTER
      AMENDMENT AGREEMENT
      (this
“Amendment Agreement”), effective as of March 27, 2007, supplements and amends
      the transaction documents (collectively, the “Transaction
      Documents”)
      executed and delivered in connection with private placements by NeoMedia
      Technologies, Inc., a Delaware corporation (the “Company”),
      of
      its secured convertible debentures and convertible preferred stock to Cornell
      Capital Partners, L.P. (the “Buyer”),
      which
      securities were issued pursuant to the Securities Purchase Agreement dated
      August 24, 2006, the Securities Purchase Agreement dated December 29, 2006,
      and
      the Investment Agreement dated February 17, 2006, each by and between the
      Company and the Buyer (collectively, the “Purchase
      Agreements”).
      The
      Transaction Documents are supplemented, modified, and amended as set forth
      in
      this Amendment Agreement. Capitalized terms used and not defined in this
      Amendment Agreement shall have the respective meanings set forth in the Purchase
      Agreements.


     

    RECITALS

     

    
      	
              1.

            	
              The
                Company and the Buyer are parties to the Purchase Agreements, pursuant
                to
                which the Company has issued and sold to the Buyer, among other
                securities, (i) a secured convertible debenture in the principal
                amount of
                $5,000,000 on August 24, 2006 (the “August
                Debenture”),
                (ii) a secured convertible debenture in the principal amount of $2,500,000
                on December 29, 2006 (the “December
                Debenture,”
                and collectively along with the August Debenture, the “Outstanding
                Debentures”),
                and (iii) 22,000 shares of Series C Convertible Preferred Stock (the
                “Preferred
                Shares”).

            


    

     

    
      	
              2.

            	
              In
                connection with the Purchase Agreements, the Company and the Buyer
                entered
                into (i) a Registration Rights Agreement, dated as of August 24,
                2006 (the
                “August
                Registration Rights Agreement”),
                (ii) a Registration Rights Agreement, dated as of December 29, 2006
                (the
                “December
                Registration Rights Agreement”)
                and (iii) a Registration Rights Agreement, dated as of February 17,
                2006
                (the “February
                Registration Rights Agreement,”
                and collectively, along with the August Registration Rights Agreement
                and
                the December Registration Rights Agreement, the “Registration
                Rights Agreements”),
                pursuant to which the Company agreed to undertake certain registration
                obligations to the Buyer.

            


    

     

    NOW,
      THEREFORE, in consideration of the foregoing Recitals and other good and
      valuable consideration, the receipt and sufficiency of which are hereby
      acknowledged, the undersigned parties to this Amendment Agreement, including
      the
      Company and the Buyer, agree as follows: 

     

    Interest
      on Outstanding Debentures.
      As of March 30, 2007, the accrued and unpaid interest on the Outstanding
      Debentures is equal to $365,972 (“Accrued
      Interest”)
      as set forth in more detail on Exhibit A attached hereto. On the date hereof,
      the Company shall pay to the Buyer in immediately available funds all of the
      Accrued Interest. 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    Preferred
      Shares Dividends.
      The Company agrees and acknowledges that as of March 30, 2007, the accrued
      and
      unpaid dividends on the Preferred Shares are equal to $1,974,640
      (“Accrued
      Dividend”)
      as set forth in more detail on Exhibit B attached hereto.

     

    Registration
      Rights.
      The Company and the Buyer agree to the following concerning the obligations
      of
      each party pursuant to the Registration Rights Agreements:

     

    As
      of March 30, 2007, the Company owes to the Buyer Liquidated Damages pursuant
      to
      the Registration Rights Agreements in the amount of $1,311,814
      (“Accrued
      Liquidated Damages”)
      as set forth in more detail on Exhibit C attached hereto. 

     

    On
      the date hereof, the Company shall pay to the Buyer in immediately available
      funds an amount equal to $1,311,814 in full satisfaction and settlement of
      all
      Accrued Liquidated Damages. 

     

    The
      Company agrees to re-file its amended Registration Statement on Form S-3 with
      the Commission on or before April 12, 2007 (the “Amended
      Filing Deadline”).
      The Amended Filing Deadline shall replace the existing Filing Deadline of each
      of the Registration Rights Agreements.

     

    The
      Company shall use its best efforts to have the Registration Statement declared
      effective by the SEC as soon as practicable, but in no event later than May
      10,
      2007 (the “Amended
      Effective Deadline”).
      The Amended Effective Deadline shall replace the existing Effective Deadline
      of
      each of the Registration Rights Agreements. 

     

    Liquidated
      Damages pursuant to each of the Registration Rights Agreements shall not
      continue to accrue unless and until the Company fails to meet the Amended Filing
      Deadline or the Amended Effective Deadline. 

     

    The
      number and allocation of shares to be included on the amended Registration
      Statement on Form S-3 referenced above for resale by the Buyer shall be
      determined by the Buyer and provided to the Company within two days of the
      date
      hereof, but in no event shall the Company be required to include more shares
      than the maximum number of shares of Common Stock allowed under Rule 415 as
      interpreted by the SEC. The number of shares specified by the Buyer pursuant
      to
      this section shall supersede any specific number of shares previously required
      pursuant to the Registration Rights Agreements. 

     

    Miscellaneous.

     

    Amendments;
      Waivers.
      No provision of this Amendment Agreement may be waived or amended except in
      a
      written instrument signed, in the case of an amendment, by the parties hereto
      as
      set forth on the signature pages hereto, in the case of a waiver, by the party
      against whom enforcement of any such waiver is sought. No waiver of any default
      with respect to any provision, condition or requirement of this Amendment
      Agreement shall be deemed to be a continuing waiver in the future or a waiver
      of
      any subsequent default or a waiver of any other provision, condition or
      requirement hereof, nor shall any delay or omission of either party to exercise
      any right hereunder in any manner impair the exercise of any such
      right.

     

    Amendment
      Controls.
      If any topic is addressed both in the a Transaction Document (or any document
      related thereto) and in this Amendment Agreement, this Amendment Agreement
      shall
      control.

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

     

    Construction.
      The headings herein are for convenience only, do not constitute a part of this
      Amendment Agreement and shall not be deemed to limit or affect any of the
      provisions hereof. The language used in this Amendment Agreement will be deemed
      to be the language chosen by the parties to express their mutual intent, and
      no
      rules of strict construction will be applied against any
      party.

     

    Governing
      Law.
      This Amendment shall be governed by and interpreted in accordance with the
      laws
      of the State of New Jersey without regard to the principles of conflict of
      laws.
      The parties further agree that any action between them shall be heard in Hudson
      County, New Jersey, and expressly consent to the jurisdiction and venue of
      the
      Superior Court of New Jersey, sitting in Hudson County and the United States
      District Court for the District of New Jersey sitting in Newark, New Jersey
      for
      the adjudication of any civil action asserted pursuant to this Section.


     

    Execution.
      This Amendment Agreement may be executed in two or more counterparts, all of
      which when taken together shall be considered one and the same document and
      shall become effective when counterparts have been signed by each party and
      delivered to the other party, it being understood that both parties need not
      sign the same counterpart. 

     

    Severability.
      If any provision of this Amendment Agreement is held to be invalid or
      unenforceable in any respect, the validity and enforceability of the remaining
      terms and provisions of this Amendment Agreement shall not in any way be
      affected or impaired thereby and the parties will attempt to agree upon a valid
      and enforceable provision that is a reasonable substitute therefor, and upon
      so
      agreeing, shall incorporate such substitute provision in this Amendment
      Agreement.

     

    Except
      as explicitly set forth herein, nothing contained herein shall be construed
      as a
      waiver of any rights or remedies of the Buyer under any of the Transaction
      Documents. The Company and the Buyer hereby agree that the Transaction Documents
      remain in full force and effect, as amended in this Amendment Agreement.


     

    (Signature
      Page Follows)

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    


    IN
      WITNESS WHEREOF, the parties hereto have caused this Amendment Agreement to
      be
      duly executed by their respective authorized signatories as of the date first
      indicated above.

     

    
      	
              NEOMEDIA
                TECHNOLOGIES, INC.

               

            
	
              By:
                /s/ David A. Dodge

              
                

              

              Name:
                David A. Dodge

              Title:
                CFO

            


    

     

    
      	
              CORNELL
                CAPITAL PARTNERS, LP

               

            
	
              By:
                Yorkville Advisors, LLC, its Investment Manager

               

              By:
                /s/
                Mark Angelo

              
                

              

              Name:
                Mark Angelo

              Title:
                Portfolio Manager

            


    

    


    
      
         

      

      
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