Exhibit
      10.10

    


     

    PLEDGE
      SHARES ESCROW AGREEMENT

     

    PLEDGE
      SHARES ESCROW AGREEMENT
      (the
“Agreement”)
      dated
      March 27, 2007 made by NeomMedia Technologies, Inc., a Delaware corporation
      (the
“Pledgor”),
      in
      favor of CORNELL
      CAPITAL PARTNERS, L.P.,
      (the
“Buyer”)
      in
      connection with the Securities Purchase Agreement, of even date herewith (the
      "Securities
      Purchase Agreement").

     

    RECITALS:

     

    WHEREAS, the
      Pledgor has granted to the Buyer a security interest in certain property of
      the
      Pledgor pursuant to the Security Agreement of even date herewith (the
“Security
      Agreement”)
      including all of its shares of stock of its subsidiary 12Snap AG (the
“Pledged
      Shares”);
      

     

    WHEREAS, the
      parties to this Agreement desire to appoint DAVID
      GONZALEZ,
      ESQ.,
      as escrow agent (“Escrow
      Agent”)
      to
      hold in escrow the Pledged Shares pursuant to the terms and conditions of this
      Agreement and the Security Agreement. All capitalized terms not otherwise
      defined herein shall have the meaning ascribed to them in the Security
      Agreement. 

     

    NOW,
      THEREFORE,
      in
      consideration of the mutual covenants, agreements, warranties, and
      representations herein contained, and for other good and valuable consideration,
      the receipt and sufficiency of which is hereby acknowledged, the parties hereto
      agree as follows:

     

    TERMS
      AND CONDITIONS

     

    Pledge
      and Transfer of Pledged Shares.
      The
      Pledgor hereby grants to the Buyer an irrevocable, first priority security
      interest in the Pledged Shares as security for the Obligations as set forth
      in
      the Security Agreement. Within four (4) business days of the execution of this
      Agreement, the Pledgor shall deliver to the Escrow Agent, and the Escrow Agent
      shall hold in escrow pursuant to the terms of this Agreement, stock certificates
      made out in favor of the Pledgor representing the Pledged Shares, together
      with
      duly executed stock powers or other appropriate transfer documents with
      medallion bank guarantees and executed in blank by each Pledgor (the
“Transfer
      Documents”),
      and such stock certificates and Transfer Documents shall be held by the Escrow
      Agent until the satisfaction in full of all the Obligations (as defined in
      the
      Security Agreement).

     

    Rights
      Relating to Pledged Shares.
      Upon the occurrence of an Event of Default (as defined herein), the Buyer shall
      be entitled to vote the Pledged Shares, receive dividends and other
      distributions thereon, and enjoy all other rights and privileges incident to
      the
      ownership of the Pledged Shares. 

     

    Release
      of Pledged Shares from Pledge.
      Upon the satisfaction in full of all the Obligations the parties hereto shall
      notify the Escrow Agent to such effect in writing. Promptly upon receipt of
      such
      written notice, the Escrow Agent shall return to the Pledgor the Transfer
      Documents and the certificates representing the Pledged Shares (collectively
      the
“Pledged
      Materials”),
      whereupon any and all rights of the Buyer in the Pledged Materials shall be
      terminated.

     

    Event
      of Default.
      An “Event
      of Default”
      shall be deemed to have occurred under this Agreement upon an Event of Default
      under the Security Agreement.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Remedies.
      

     

    Upon
      and anytime after the occurrence of an Event of Default, the Buyer shall have
      the right acquire the Pledged Shares in accordance with the following procedure:
      (a) the Buyer shall provide written notice of such Event of Default (the
“Default
      Notice”)
      to the Escrow Agent, with a copy to the Pledgor; (b) in a Default Notice the
      Buyer shall specify the number of Pledged Shares to be issued to the Buyer);
      and
      (c) as soon as practicable after receipt of a Default Notice, the Escrow Agent
      shall deliver the specified number of Pledged Shares along with the applicable
      Transfer Documents to the Buyer. 

     

    Upon
      and any time after the occurrence of an Event of Default the Buyer shall have
      the right to (i) sell the Pledged Shares and to apply the proceeds of such
      sales, net of any selling commissions, to the Obligations and (ii) any and
      all
      remedies of a secured party with respect to such property as may be available
      under the Uniform Commercial Code as in effect in the State of New Jersey.
      

     

    Each
      right, power and remedy of the Buyer provided for in this Agreement or any
      other
      Transaction Document shall be cumulative and concurrent and shall be in addition
      to every other such right, power or remedy. The
      exercise or beginning of the exercise by the
      Buyer
      of any one or more of the rights, powers or remedies provided for in this
      Agreement or any
      other Transaction Document or
      now or hereafter existing at law or in equity or by statute or otherwise shall
      not preclude the simultaneous or later exercise by the
      Buyer
      of all such other rights, powers or remedies, and no failure or delay on the
      part of the
      Buyer
      or any Buyer to exercise any such right, power or remedy shall operate as a
      waiver thereof. No notice to or demand on any Pledgor in any case shall entitle
      any Pledgor to any other or further notice or demand in similar or other
      circumstances or constitute a waiver of any of the rights of
the
      Buyer
      to any other further action in any circumstances without demand or notice.
      The
      Buyer
      shall have the full power to enforce or to assign or contract is rights under
      this Agreement to a third party. 

     

    Representations,
      Warranties and Covenants.
      

     

    The
      Pledgor represents, warrants and covenants that:

     

    Pledgor
      is, and at the time when pledged hereunder will be, the legal, beneficial and
      record owner of, and has (and will have) good and valid title to, all Pledged
      Shares pledged by it hereunder, subject to no pledge, lien, mortgage,
      hypothecation, security interest, charge, option or other encumbrance
      whatsoever;

     

    Pledgor
      has full power, authority and legal right to pledge all the Pledged Shares
      pledged pursuant to this Agreement; and

     

    all
      the Pledged Shares have been duly and validly issued, are fully paid and
      non-assessable and are subject to no options to purchase or similar
      rights.

     

    Each
      Pledgor covenants and agrees to take all reasonable steps to defend the Buyer’s
      right, title and security interest in and to the Pledged Shares and the proceeds
      thereof against the claims and demands of all persons whomsoever (other than
      the
      Buyer and the Escrow Agent); and the Pledgor covenants and agrees that it will
      have like title to
      and right to pledge any other property at any time hereafter pledged to
the
      Buyer
      hereunder and will likewise take all reasonable steps to defend the right
      thereto and security interest therein of the
      Buyer.

     

    The
      Pledgor covenants and agrees to take no action which would violate or be
      inconsistent with any of the terms of any Transaction Document, or which would
      have the effect of impairing the position or interests of the Buyer under any
      Transaction Document.

     

    Concerning
      the Escrow Agent.

     

    The
      Escrow Agent undertakes to perform only such duties as are expressly set forth
      herein and no implied duties or obligations shall be read into this Agreement
      against the Escrow Agent.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    The
      Escrow Agent may act in reliance upon any writing or instrument or signature
      which it, in good faith, believes to be genuine, may assume the validity and
      accuracy of any statement or assertion contained in such a writing or
      instrument, and may assume that any person purporting to give any writing,
      notice, advice or instructions in connection with the provisions hereof has
      been
      duly authorized to do so. The Escrow Agent shall not be liable in any manner
      for
      the sufficiency or correctness as to form, manner, and execution, or validity
      of
      any instrument deposited in this escrow, nor as to the identity, authority,
      or
      right of any person executing the same; and its duties hereunder shall be
      limited to the safekeeping of such certificates, monies, instruments, or other
      document received by it as such escrow holder, and for the disposition of the
      same in accordance with the written instruments accepted by it in the
      escrow.

     

    The
      Buyer and the Pledgor hereby agree, to defend and indemnify the Escrow Agent
      and
      hold it harmless from any and all claims, liabilities, losses, actions, suits,
      or proceedings at law or in equity, or any other expenses, fees, or charges
      of
      any character or nature which it may incur or with which it may be threatened
      by
      reason of its acting as Escrow Agent under this Agreement; and in connection
      therewith, to indemnify the Escrow Agent against any and all expenses, including
      attorneys’ fees and costs of defending any action, suit, or proceeding or
      resisting any claim (and any costs incurred by the Escrow Agent pursuant to
      Sections 6.4 or 6.5 hereof). The Escrow Agent shall be vested with a lien on
      all
      property deposited hereunder, for indemnification of attorneys’ fees and court
      costs regarding any suit, proceeding or otherwise, or any other expenses, fees,
      or charges of any character or nature, which may be incurred by the Escrow
      Agent
      by reason of disputes arising between the makers of this escrow as to the
      correct interpretation of this Agreement and instructions given to the Escrow
      Agent hereunder, or otherwise, with the right of the Escrow Agent, regardless
      of
      the instructions aforesaid, to hold said property until and unless said
      additional expenses, fees, and charges shall be fully paid. Any fees and costs
      charged by the Escrow Agent for serving hereunder shall be paid by the
      Pledgor.

     

    If
      any of the parties shall be in disagreement about the interpretation of this
      Agreement, or about the rights and obligations, or the propriety of any action
      contemplated by the Escrow Agent hereunder, the Escrow Agent may, at its sole
      discretion deposit the Pledged Materials with the Clerk of the United States
      District Court of New Jersey, sitting in Newark, New Jersey, and, upon notifying
      all parties concerned of such action, all liability on the part of the Escrow
      Agent shall fully cease and terminate. The Escrow Agent shall be indemnified
      by
      the Pledgor and the Buyer for all costs, including reasonable attorneys’ fees in
      connection with the aforesaid proceeding, and shall be fully protected in
      suspending all or a part of its activities under this Agreement until a final
      decision or other settlement in the proceeding is
      received.

     

    The
      Escrow Agent may consult with counsel of its own choice (and the costs of such
      counsel shall be paid by the Pledgor and Buyer) and shall have full and complete
      authorization and protection for any action taken or suffered by it hereunder
      in
      good faith and in accordance with the opinion of such counsel. The Escrow Agent
      shall not be liable for any mistakes of fact or error of judgment, or for any
      actions or omissions of any kind, unless caused by its willful misconduct or
      gross negligence.

     

    The
      Escrow Agent may resign upon ten (10) days’ written notice to the parties in
      this Agreement. If a successor Escrow Agent is not appointed within this ten
      (10) day period, the Escrow Agent may petition a court of competent jurisdiction
      to name a successor.

     

    Conflict
      Waiver.
      The Pledgor hereby acknowledges that the Escrow Agent is general counsel to
      the
      Buyer, a partner in the general partner of the Buyer, and counsel to the Buyer
      in connection with the transactions contemplated and referred herein. The
      Pledgor agrees 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 Buyer and the Pledgor will not seek to disqualify
      such
      counsel and waives any objection Pledgor might have with respect to the Escrow
      Agent acting as the Escrow Agent pursuant to this Agreement.


     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    Notices.
      Unless otherwise provided herein, all demands, notices, consents, service of
      process, requests and other communications hereunder shall be in writing and
      shall be delivered in person or by overnight courier service, or mailed by
      certified mail, return receipt requested, addressed:

     

    
      	
              If
                to the Pledgor, to:

            	
              Neomedia
                Technologies, Inc.

            
	 	
              2201
                Second Street, Suite #600

            
	 	
              Fort
                Myers, FL 33901

            
	 	
              Attention:
                Charles T. Jensen, President

            
	 	
              Telephone: (239)
                337-3434

            
	 	
              Facsimile: (239)
                337-3668

            
	 	 
	
              With
                a copy to:

            	
              Kirkpatrick
                & Lockhart Preston Gates Ellis LLP

            
	 	
              201
                South Biscayne Boulevard - Suite 2000

            
	 	
              Miami,
                FL 33131-2399

            
	 	
              Attention: Clayton
                E. Parker, Esq.

            
	 	
              Telephone: (305)
                539-3300

            
	 	
              Facsimile: (305)
                358-7095

            
	 	 
	
              If
                to the
                Buyer:

            	
              Cornell
                Capital Partners L.P.

            
	 	
              101
                Hudson Street, Suite 3700

            
	 	
              Jersey
                City, NJ 07302

            
	 	
              Attention:
                 Mark
                A. Angelo

            
	 	
              Telephone: (201)
                985-8300

            
	 	
              Facsimile:
                 (201)
                985-8744

            
	 	 
	
              With
                copy to:

            	
              Cornell
                Capital Partners, LP

            
	 	
              101
                Hudson Street, Suite 3700

            
	 	
              Jersey
                City, NJ 07302

            
	 	
              Attention:
                 David
                Gonzalez, Esq.

            
	 	
              Telephone: (201)
                985-8300

            
	 	
              Facsimile: (201)
                985-1964

            


    

    


    Any
      such
      notice shall be effective (a) when delivered, if delivered by hand delivery
      or overnight courier service, or (b) five (5) days after deposit in the
      United States mail, as applicable.

     

    Binding
      Effect.
      All of the covenants and obligations contained herein shall be binding upon
      and
      shall inure to the benefit of the respective parties, their successors and
      assigns.

     

    Governing
      Law; Venue; Service of Process.
      The validity, interpretation and performance of this Agreement shall be
      determined in accordance with the laws of the State of New Jersey applicable
      to
      contracts made and to be performed wholly within that state except to the extent
      that Federal law applies. The parties hereto agree that any disputes, claims,
      disagreements, lawsuits, actions or controversies of any type or nature
      whatsoever that, directly or indirectly, arise from or relate to this Agreement,
      including, without limitation, claims relating to the inducement, construction,
      performance or termination of this Agreement, shall be brought in the state
      superior courts located in Hudson County, New Jersey or Federal district courts
      located in Newark, New Jersey, and the parties hereto agree not to challenge
      the
      selection of that venue in any such proceeding for any reason, including,
      without limitation, on the grounds that such venue is an inconvenient forum.
      The
      parties hereto specifically agree that service of process may be made, and
      such
      service of process shall be effective if made, pursuant to Section 8
      hereto.

     

    Enforcement
      Costs.
      If any legal action or other proceeding is brought for the enforcement of this
      Agreement, or because of an alleged dispute, breach, default or
      misrepresentation in connection with any provisions of this Agreement, the
      successful or prevailing party or parties shall be entitled to recover
      reasonable attorneys’ fees, court costs and all expenses even if not taxable as
      court costs (including, without limitation, all such fees, costs and expenses
      incident to appeals), incurred in that action or proceeding, in addition to
      any
      other relief to which such party or parties may be
      entitled.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    Remedies
      Cumulative.
      No remedy herein conferred upon any party is intended to be exclusive of any
      other remedy, and each and every such remedy shall be cumulative and shall
      be in
      addition to every other remedy given hereunder or now or hereafter existing
      at
      law, in equity, by statute, or otherwise. No single or partial exercise by
      any
      party of any right, power or remedy hereunder shall preclude any other or
      further exercise thereof. 

     

    Counterparts.
      This Agreement may be executed in one or more counterparts, each of which shall
      be deemed an original, but all of which together shall constitute the same
      instrument.

     

    No
      Penalties.
      No provision of this Agreement is to be interpreted as a penalty upon any party
      to this Agreement.

     

    JURY
      TRIAL.
      EACH OF THE COLATERAL AGENT AND THE PLEDGOR HEREBY KNOWINGLY, VOLUNTARILY AND
      INTENTIONALLY WAIVES THE RIGHT WHICH IT MAY HAVE TO A TRIAL BY JURY OF ANY
      CLAIM, DEMAND, ACTION OR CAUSE OF ACTION BASED HEREON, OR ARISING OUT OF, UNDER
      OR IN ANY WAY CONNECTED WITH THE DEALINGS BETWEEN THE BUYER AND PLEDGOR, THIS
      PLEDGE AND ESCROW AGREEMENT OR ANY DOCUMENT EXECUTED IN CONNECTION HEREWITH,
      OR
      ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN)
      OR ACTIONS OF ANY PARTY HERETO OR THERETO IN EACH CASE WHETHER NOW EXISTING
      OR
      HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE.


     

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    IN
      WITNESS WHEREOF,
      the
      Pledgor has caused this Pledge and Escrow Agreement to be executed by its
      respective duly authorized officer, as of the date first above
      written.

    
      	 	 	 
	 	
              NEOMEDIA
                TECHNOLOGIES,
                INC.

            
	 
 	 
 	 
 
	
            	By:  	/s/ David
              A.
              Dodge
	 	
              

              Name:
                David A. Dodge

            
	 	Title:
              CFO


    

     

    
      
        
        

      

      
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    IN
      WITNESS WHEREOF,
      the
      undersigned acknowledge and agree to the terms and conditions of this Pledge
      and
      Escrow Agreement as of the date first above written. 

    
      	 	 	 
	 	
              CORNELL
                CAPITAL
                PARTNERS,
                L.P.

            
	 	 	 
	 	By:  	Yorkville Advisors, LLC 
	 	Its:  	Investment Manager 
	 	 	 
	
            	By:  	/s/ Mark
              Angelo
	 	
              

              Name: Mark
                Angelo

            
	 	
              Title: Portfolio
                Manager

            


      	 	 	 
	 	
              ESCROW
                AGENT

            
	 
 	 
 	 
 
	
            	By:  	/s/ David
              Gonzalez
	 	
              
Name: David
              Gonzalez, Esq. 




    
      
        
        

      

      
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