Exhibit
      10.4


     

    IRREVOCABLE
      TRANSFER AGENT INSTRUCTIONS


    


    March
      27,
      2007

    


    
      	
              Worldwide
                Stock Transfer, LLC 

            
	
              885
                Queen Anne Road

            
	
              Teaneck,
                NJ 07666

            


    

     

    RE: NEOMEDIA
      TECHNOLOGIES, INC.

    


    Ladies
      and Gentlemen:

    


    Reference
      is made to that certain Securities Purchase Agreement (the “Securities
      Purchase Agreement”)
      of
      even date herewith by and between Neomedia Technologies, Inc., a Delaware
      corporation (the “Company”),
      and
      the Buyers set forth on Schedule I attached thereto (collectively the
“Buyers”).
      Pursuant to the Securities Purchase Agreement, the Company shall sell to the
      Buyers, an the Buyers shall purchase from the Company, convertible debentures
      (collectively, the “Debentures”)
      in the
      aggregate principal amount of Seven Million Four Hundred Fifty Eight Thousand
      Six Hundred Fifty One Dollars ($7,458,651), plus accrued interest, which are
      convertible into shares of the Company’s common stock, par value $.001 per share
      (the “Common
      Stock”),
      at
      the Buyers discretion. The Company has also issued to the Buyer warrants to
      purchase up to 125,000,000 shares of Common Stock, at the Buyer’s discretion
      (the “Warrant”).
      These
      instructions relate to the following stock or proposed stock issuances or
      transfers:

     

    
      	 	
              1.

            	
              Shares
                of Common Stock to be issued to the Buyers upon conversion of the
                Debentures (“Conversion
                Shares”).
                

            


    

     

    
      	 	
              2.

            	
              Up
                to 125,000,000 shares of Common Stock to be issued to the Buyers
                upon
                exercise of the Warrant (the “Warrant
                Shares”).

            


    

     

    This
      letter shall serve as our irrevocable authorization and direction to Worldwide
      Stock Transfer, Inc. (the “Transfer
      Agent”)
      to do
      the following:

     

    
      	 	
              1.

            	
              Conversion
                Shares and Warrant Shares.
                

            


    

     

    
      	 	
              a.

            	
              Instructions
                Applicable to Transfer Agent.
                With respect to the Conversion Shares, and Warrant Shares, the Transfer
                Agent shall issue the Conversion Shares and Warrant Shares to the
                Buyers
                from time to time upon delivery to the Transfer Agent of a properly
                completed and duly executed Conversion Notice (the “Conversion
                Notice”)
                in the form attached as Exhibit A to the Debentures, or a properly
                completed and duly executed Exercise Notice (the “Exercise
                Notice”)
                in the form attached as Exhibit A to the Warrant, delivered to the
                Transfer Agent by the David Gonzalez, Esq. (the “Escrow
                Agent”)
                on behalf of the Company. Upon receipt of a Conversion Notice or
                an
                Exercise Notice, the Transfer Agent shall within three (3) Trading
                Days
                thereafter (i) issue and surrender to a common carrier for overnight
                delivery to the address as specified in the Conversion Notice or
                the
                Exercise Notice, a certificate, registered in the name of the Buyer
                or its
                designees, for the number of shares of Common Stock to which the
                Buyer
                shall be entitled as set forth in the Conversion Notice or Exercise
                Notice
                or (ii) provided the Transfer Agent is participating in The Depository
                Trust Company (“DTC”)
                Fast Automated Securities Transfer Program, upon the request of the
                Buyers, credit such aggregate number of shares of Common Stock to
                which
                the Buyers shall be entitled to the Buyer’s or their designees’ balance
                account with DTC through its Deposit Withdrawal At
                Custodian (“DWAC”)
                system provided the Buyer causes its bank or broker to initiate the
                DWAC
                transaction. For purposes hereof “Trading
                Day”
                shall mean any day on which the Nasdaq Market is open for customary
                trading.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	
              b.

            	
              The
                Company hereby confirms to the Transfer Agent and the Buyer that
                certificates representing the Conversion Shares and the Warrant Shares
                shall not bear any legend restricting transfer and should not be
                subject
                to any stop-transfer restrictions and shall otherwise be freely
                transferable on the books and records of the Company; provided
                that
                counsel to the Company delivers (i) the Notice of Effectiveness set
                forth
                in Exhibit
                I
                attached hereto and (ii) an opinion of counsel in the form set forth
                in
                Exhibit
                II
                attached hereto, and that if the Conversion Shares, Warrant Shares
                and the
                Interest Shares are not registered for sale under the Securities
                Act of
                1933, as amended, then the certificates for the Conversion Shares,
                Warrant
                Shares and Interest Shares shall bear the following
                legend:

            


    

     

    “THE
      SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE
      SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE,
      SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
      STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
      OR
      APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL, IN A FORM REASONABLY
      ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT
      OR
      APPLICABLE STATE SECURITIES LAWS OR UNLESS SOLD PURSUANT TO RULE 144 UNDER
      SAID
      ACT.”

     

    
      	 	
              c.

            	
              In
                the event that counsel to the Company fails or refuses to render
                an
                opinion as required to issue the Conversion Shares or the Warrant
                Shares
                in accordance with the preceding paragraph (either with or without
                restrictive legends, as applicable), then the Company irrevocably
                and
                expressly authorizes counsel to the Buyer to render such opinion.
                The
                Transfer Agent shall accept and be entitled to rely on such opinion
                for
                the purposes of issuing the Conversion Shares.


            


    

     

    
      	 	
              d.

            	
              Instructions
                Applicable to Escrow Agent.
                Upon the Escrow Agent’s receipt of a properly completed Conversion Notice
                or Exercise Notice and the Aggregate Exercise Price (as defined in
                the
                Warrant), the Escrow Agent shall, within one (1) Trading Day thereafter,
                send to the Transfer Agent the Conversion Notice or Exercise Notice
                as the
                case may be, which shall constitute an irrevocable instruction to
                the
                Transfer Agent to process such Conversion Notice or Exercise Notice
                in
                accordance with the terms of these
                instructions.

            


    

     

    
      	 	
              2.

            	
              All
                Shares.

            


    

     

    
      	 	
              a.

            	
              The
                Transfer Agent shall reserve for issuance to the Buyers a minimum
                of
                500,000,000 shares for issues to the Buyers upon conversion of the
                Debenture and exercise of the Warrants. All such shares shall remain
                in
                reserve with the Transfer Agent until the Buyers provides the Transfer
                Agent instructions that the shares or any part of them shall be taken
                out
                of reserve and shall no longer be subject to the terms of these
                instructions. 

            


    

     

    
      	 	
              b.

            	
              The
                Company hereby irrevocably appoints the Escrow Agent as a duly authorized
                agent of the Company for the purposes of authorizing the Transfer
                Agent to
                process issuances and transfers specifically contemplated
                herein.

            


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
      	 	
              c.

            	
              The
                Transfer Agent shall rely exclusively on the Conversion Notice or
                the
                Exercise Notice and shall have no liability for relying on such
                instructions. Any Conversion Notice or Exercise Notice delivered
                hereunder
                shall constitute an irrevocable instruction to the Transfer Agent
                to
                process such notice or notices in accordance with the terms thereof.
                Such
                notice or notices may be transmitted to the Transfer Agent by facsimile
                or
                any commercially reasonable method.

            


    

     

    
      	 	
              d.

            	
              The
                Company hereby confirms to the Transfer Agent and the Buyers that
                no
                instructions other than as contemplated herein will be given to Transfer
                Agent by the Company with respect to the matters referenced herein.
                The
                Company hereby authorizes the Transfer Agent, and the Transfer Agent
                shall
                be obligated, to disregard any contrary instructions received by
                or on
                behalf of the Company.

            


    

     

    Certain
      Notice Regarding the Escrow Agent.
      The
      Company and the Transfer Agent hereby acknowledge that the Escrow Agent is
      general counsel to the Buyers, a partner of the general partner of the Buyers
      and counsel to the Buyers in connection with the transactions contemplated
      and
      referred herein. The Company and the Transfer Agent agree that in the event
      of
      any dispute arising in connection with this Agreement or otherwise in connection
      with any transaction or agreement contemplated and referred herein, the Escrow
      Agent shall be permitted to continue to represent the Buyers and neither the
      Company nor the Transfer Agent will seek to disqualify such
      counsel.

     

    The
      Company hereby agrees that it shall not replace the Transfer Agent as the
      Company’s transfer agent without the prior written consent of the
      Buyers.

     

    Any
      attempt by Transfer Agent to resign as the Company’s transfer agent hereunder
      shall not be effective until such time as the Company provides to the Transfer
      Agent written notice that a suitable replacement has agreed to serve as transfer
      agent and to be bound by the terms and conditions of these Irrevocable Transfer
      Agent Instructions.

     

     The
      Company and the Transfer Agent hereby acknowledge and confirm that complying
      with the terms of this Agreement does not and shall not prohibit the Transfer
      Agent from satisfying any and all fiduciary responsibilities and duties it
      may
      owe to the Company.

     

    The
      Company and the Transfer Agent acknowledge that the Buyers is relying on the
      representations and covenants made by the Company and the Transfer Agent
      hereunder and are a material inducement to the Buyers purchasing convertible
      debentures under the Securities Purchase Agreement. The Company and the Transfer
      Agent further acknowledge that without such representations and covenants of
      the
      Company and the Transfer Agent made hereunder, the Buyers would not purchase
      the
      Debentures.

     

    Each
      party hereto specifically acknowledges and agrees that in the event of a breach
      or threatened breach by a party hereto of any provision hereof, the Buyers
      will
      be irreparably damaged and that damages at law would be an inadequate remedy
      if
      these Irrevocable Transfer Agent Instructions were not specifically enforced.
      Therefore, in the event of a breach or threatened breach by a party hereto,
      including, without limitation, the attempted termination of the agency
      relationship created by this instrument, the Buyers shall be entitled, in
      addition to all other rights or remedies, to an injunction restraining such
      breach, without being required to show any actual damage or to post any bond
      or
      other security, and/or to a decree for specific performance of the provisions
      of
      these Irrevocable Transfer Agent Instructions.

     

    Transfer
      Agent Binding Disclaimer:
      In
      consideration for Worldwide Stock Transfer, LLC agreeing and attesting to all
      terms in the above referenced Irrevocable Transfer Agent Instructions, in
      particular any kind of lawsuit and or action that may arise from the buyer
      instructing Worldwide Stock Transfer, LLC to issue shares based on the legality
      of the agreement whereas the issuer is denying the request in full or partially
      for whatever reason, the issuer, buyers and any other third party involved
      agree
      for ourselves, our successors, legal representatives and assigns, at all times
      to defend, indemnify and save Worldwide Stock Transfer, LLC, their successors
      and assigns, free and harmless from and against any and all claims, from
      actions, suits, whether groundless or otherwise, and from and against any and
      all liabilities, taxes, losses, damages, costs, charges, counsel fees, and
      other
      expenses of every nature and character that arises from this
      action.

     

    [REMAINDER
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    IN
      WITNESS WHEREOF,
      the
      parties have caused this letter agreement regarding Irrevocable Transfer Agent
      Instructions to be duly executed and delivered as of the date first written
      above.

     

    
      	 	
              COMPANY:

            
	 	 
	 	
              NEOMEDIA
                TECHNOLOGIES,
                INC.

            
	 	 
	 	
              By:
                /s/ David A. Dodge

            
	 	
              
                

              

              Name: David
                A. Dodge

            
	 	
              Title: CFO

            
	 	 
	 	 
	 	
              /s/
                David Gonzalez

            
	 	
              
                

              

              David
                Gonzalez, Esq.

            


    

    


    Worldwide
      Stock Transfer, LLC

    


    By:
      /s/
      Yonah Kopstick

    
      

    

    Name:
      Yonah
      Kopstick

    Title:SVP

    


    
      
        
        

      

      
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