Exhibit
      10.9


     

    SECURITY
      AGREEMENT

     

    (Patent)

     

    THIS
      SECURITY AGREEMENT (PATENT)
      (“Agreement”),
      is
      entered into and made effective as of March 27, 2007, by and between
NEOMEDIA
      TECHNOLOGIES, INC., a
      Delaware corporation with its principal place of business located at 2201 Second
      Street, Suite 600, Fort Myers, Florida 33901 (the “Parent”),
      and
      the each subsidiary of the Parent listed on Schedule I attached hereto (each
      a
“Subsidiary,”
and
      collectively and together with the Parent, the “Company”),
      in
      favor of the CORNELL
      CAPITAL PARTNERS, L.P. (the
      “Secured
      Party”).

     

    WITNESETH:

     

    WHEREAS,
      the
      Parent shall issue and sell to the Secured Party, as provided in the Securities
      Purchase Agreement between the Parent and the Secured Party dated as of
      March __, 2007 (together with all amendments, supplements,
      restatements and other modifications, if any, from time to time made thereto,
      the “Securities
      Purchase Agreement”),
      and
      the Secured Party shall purchase a secured convertible debenture (the
“March
      Convertible Debenture”);

     

    WHEREAS,
      the
      Parent has issued and sold to the Secured Party (i) a secured convertible
      debenture (including any debentures issued in exchange, transfer or replacement
      thereof) issued pursuant to the securities purchase agreement between the Parent
      and the Secured Party dated August 24, 2006 (the “August
      Convertible Debenture”),
      (ii)
      a secured convertible debenture (including any debentures issued in exchange,
      transfer or replacement thereof) issued pursuant to the securities purchase
      agreement between the Parent and the Secured Party dated December 29, 2006
      (the
“December
      Convertible Debenture,”
and
      collectively along with the March Convertible Debenture and the December
      Convertible Debenture, the “Convertible
      Debentures”);
      

     

    WHEREAS,
      to
      induce
      the Secured Party to enter into the transaction contemplated by the Securities
      Purchase Agreement, the March Convertible Debenture, the Registration Rights
      Agreement of even date herewith between the Parent and the Secured Party (the
      “Registration
      Rights Agreement”),
      and
      the Irrevocable Transfer Agent Instructions among the Parent, the Secured Party,
      the Parent’s transfer agent, and David Gonzalez, Esq. (the “Transfer
      Agent Instructions”)
      (collectively referred to as the “Transaction
      Documents”),
      each
      Company hereby grants to the Secured Party a security interest, and in the
      case
      of the Parent, grants and extends all previously granted security interests,
      in
      and to the Patent Collateral (as defined below) to secure all of the Obligations
      (as defined below).

     

    WHEREAS,
      in
      connection with the Securities Purchase Agreement, each Company has agreed
      to
      provide the Secured Party a general security interest in Pledged Property (as
      this term is defined in the Security Agreement by and between each Company
      and
      the Secured Party, dated as of the date hereof (together with all amendments,
      supplements, restatements and other modifications, if any, from time to time
      made thereto, the “Security
      Agreement”);

     

    WHEREAS,
      the
      Company has duly authorized the execution, delivery and performance of this
      Agreement;

     

    NOW
      THEREFORE,
      for
      good and valuable consideration, the receipt of which is hereby acknowledged,
      the Company agrees as follows:

     

    Definitions.
      Unless otherwise defined herein otherwise requires, terms used in this
      Agreement, including its preamble and recitals, have the meanings provided
      in
      the Securities Purchase Agreement. 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

     

     

    “Obligations”
      shall have the meaning assigned to it in the Security
      Agreement.

     

    Grant
      of Security Interest.
      For good and valuable consideration, the receipt and sufficiency of which are
      hereby acknowledged, to secure the payment and performance of all of the
      Obligations of the Company, the Company does hereby mortgage, pledge and
      hypothecate to the Secured Party and grant to the Secured Party a security
      interest in all of the following property (the “Patent
      Collateral”),
      now owned and existing:

     

    all
      letters patent and applications for letters patent throughout the world,
      including all patent applications in preparation for filing anywhere in the
      world and including each patent and patent application referred to in
Schedule
      “A”
      hereto;

     

    all
      reissues, divisions, continuations, continuations-in-part, extensions, renewals
      and reexaminations of any of the items described in clause
      (a);

     

    all
      patent licenses and other agreements providing the Company with the right to
      use
      any of the items of the type referred to in clauses (a) and (b), including
      each
      patent license referred to in Schedule
      “A”
      hereto;

     

    the
      right to sue third parties for past, present or future infringements of any
      Patent Collateral described in clauses (a) and (b) and, to the extent
      applicable, clause (c); and

     

    all
      proceeds of, and rights associated with, the foregoing, (including license
      royalties and proceeds of infringement suits), and all rights corresponding
      thereto throughout the world.

     

    Security
      Agreement.
      This Agreement has been executed and delivered by each Company for the purpose
      of recording the security interest of the Secured Party in the Patent Collateral
      relating to patents referred to in Schedule
      “A”
      with the United States Patent and Trade Marks Office, to the extent it may
      be so
      registered therein. The security interest granted hereby has been granted as
      a
      supplement to, and not in limitation of, the security interest granted to the
      Secured Party under the Security Agreement. The Security Agreement (and all
      rights and remedies of the Secured Party thereunder) shall remain in full force
      and effect in accordance with its terms.

     

    Release
      of Security Interest.
      Upon payment in full of all Obligations the Secured Party shall, at the
      Company’s expense, execute and deliver to the Company all instruments and other
      documents as may be necessary or proper to release the lien on any security
      interest in the Patent Collateral which has been granted
      hereunder.

     

    Acknowledgement.
      The Company does hereby further acknowledge and affirm that the rights and
      remedies of the Secured Party with respect to the security interest in the
      Patent Collateral granted hereby are more fully set forth in the Security
      Agreement, the terms and provisions of which (including the remedies provided
      for therein) are incorporated by references herein as if fully set forth
      herein.

     

    Securities
      Purchase Agreement.
      Notwithstanding any other term or provision hereof, in the event that any
      provisions hereof contradict and are incapable of being construed in conjunction
      with the provisions of the Securities Purchase Agreement, the provisions of
      the
      Securities Purchase Agreement shall take precedence over those contained herein
      and, in particular, if any act of the Company is expressly permitted under
      the
      Securities Purchase Agreement but is prohibited hereunder, any such act shall
      be
      permitted hereunder and any encumbrance expressly permitted under the Securities
      Purchase Agreement to exist or to remain outstanding shall be permitted
      hereunder and thereunder. This instrument, document or agreement may be sold,
      assigned or transferred by the Agent in accordance with the terms of the
      Securities Purchase Agreement.

     

    Counterparts.
      This Agreement may be executed by the parties hereto in several counterparts,
      each of which shall be deemed to be an original and all of which shall
      constitute together but one and the same agreement.

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

     

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

     

    
      	 	 	 
	 	
              NeoMedia
                Technologies, Inc.

            
	 
 	 
 	 
 
	
            	By:  	/s/ David
              A.
              Dodge
	 	
              

              Name: David
                A. Dodge

            
	 	
              Title: CFO

            


    

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

     

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

     

    
      	 	 	 
	 	
              COMPANY:

            
	 	
              NEOMEDIA
                MIGRATION, INC.

            
	 
 	 
 	 
 
	
            	By:  	/s/ David
              A.
              Dodge
	 	
              

              Name: David
                A. Dodge

            
	 	
              Title: Secretary
                and Treasurer

            


    

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

     

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

     

    
      	 	 	 
	 	
              COMPANY:

            
	 	
              NEOMEDIA
                MICRO PAINT REPAIR, INC.

            
	 
 	 
 	 
 
	
            	By:  	/s/ David
              A.
              Dodge
	 	
              

              Name: David
                A. Dodge

            
	 	
              Title: Secretary
                and Treasurer

            


    

     

    
      
         

      

      
        5

        
          

        

      

      
         

      

    

     

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

     

    
      	 	 	 
	 	
              COMPANY:

            
	 	
              NEOMEDIA
                TELECOM SERVICES, INC.

            
	 
 	 
 	 
 
	
            	By:  	/s/ David
              A.
              Dodge
	 	
              

              Name: David
                A. Dodge

            
	 	
              Title: Secretary
                and Treasurer

            


    

     

    
      
         

      

      
        6

        
          

        

      

      
         

      

    

     

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

     

    
      	 	 	 
	 	
              SECURED
                PARTY:

            
	 	
              CORNELL
                CAPITAL PARTNERS, L.P.

            
	 	 
	 	
              By:
                Yorkville Advisors, LLC

            
	 	
              Its: Investment
                Manager

            
	 
 	 
 	 
 
	
            	By:  	/s/ Mark
              Angelo
	 	
              

              Name: Mark
                Angelo

            
	 	
              Title: Portfolio
                Manager

            


    

     

    
      
         

      

      
        7