Exhibit 23.4


                 NOTICE REGARDING CONSENT OF ARTHUR ANDERSEN LLP


     Section 11(a) of the  Securities  Act of 1933, as amended (the  "Securities
Act"),  provides that if any part of a  registration  statement at the time such
part becomes  effective  contains an untrue  statement of a material  fact or an
omission to state a material fact required to be stated  therein or necessary to
make the  statements  therein not  misleading,  any person  acquiring a security
pursuant to such registration statement (unless it is proved that at the time of
such  acquisition  such person knew of such untruth or omission) may sue,  among
others,  every  accountant  who has consented to be named as having  prepared or
certified  any part of the  registration  statement,  or as having  prepared  or
certified  any  report  or  valuation  which  is used  in  connection  with  the
registration  statement,  with  respect to the  statement  in such  registration
statement, report or valuation which purports to have been prepared or certified
by the accountant.

     On October 24, 2001,  we decided to no longer  engage  Arthur  Andersen LLP
("Andersen")  as our  independent  public  accountants  and  engaged  Stonefield
Josephson,  Inc. to serve as our  independent  public  accountants  for the year
ended December 31, 2001.  More  information  regarding our change in independent
public  accountants  is contained in a Current Report on Form 8-K filed with the
Securities  and Exchange  Commission on October 29, 2001 and amended on November
9,  2001.  Neomedia's  understanding  is that the  staff of the  Securities  and
Exchange Commission has taken the position that it will not accept consents from
Arthur Andersen if the engagement partner and the manager for the Qode.com, Inc.
and Neomedia  Technologies,  Inc.'s  audits are no longer with Arthur  Andersen.
Both the engagement partner and the manager for the Qode and Neomeida audits are
no longer with Arthur Andersen.  As a result, Qode and Neomedia have been unable
to obtain  Arthur  Andersen's  written  consent to include in this  registration
statement  Form S-1 of its  audit  reports  with  respect  to  Qode.com,  Inc.'s
financial  statements  as of  December  31, 2000 and for the year then ended and
period from March 29,  1999  (inception)  to December  31,  2000,  and  Neomedia
Technologies,  Inc.'s financial  statements as of December 31, 2000 and 1999 and
the years then ended. Under these circumstances,  Rule 437a under the Securities
Act permits  Neomedia  to file this  registration  statement  Form S-1 without a
written consent from Arthur Andersen. As a result, however, Arthur Andersen will
not have any liability  under Section 11(a) of the Securities Act for any untrue
statements of a material fact contained in the financial  statements  audited by
Arthur  Andersen  or any  omissions  of a material  fact  required  to be stated
therein.  Accordingly,  you would be unable  to  assert a claim  against  Arthur
Andersen  under  Section  11(a)  of the  Securities  Act  for any  purchases  of
securities under the  Registration  Statements made on or after the date of this
registration  statement Form S-1. To the extent provided in Section  11(b)(3)(C)
of the Securities Act, however, other persons who are liable under Section 11(a)
of the Securities Act, including the Company's officers and directors, may still
rely on Arthur Andersen's  original audit reports as being made by an expert for
purposes of  establishing  a due  diligence  defense  under Section 11(b) of the
Securities Act.

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