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                           NEOMEDIA TECHNOLOGIES, INC.

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            NOTICE OF ADJOURNMENT OF SPECIAL MEETING OF STOCKHOLDERS

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To the Stockholders:

         The Special Meeting of Stockholders of NeoMedia Technologies, Inc., a
Delaware corporation (the "Company"), held on November 26, 2001, has been
adjourned to December 11, 2001, in order to give stockholders of the Company
additional time to complete and return proxies or make arrangements to attend
the meeting. The meeting on December 11, 2001, will be held at the offices of
the Company, 2201 Second Street, Suite 600, Fort Myers, Florida 33901-3083, at
11:00 A.M., Eastern Time, for the purposes set forth in the original notice
regarding the November 26, 2001 meeting, specifically:

            (1)   To approve an amendment to the certificate of incorporation of
                  the Company to increase the authorized capitalization of the
                  Company from 50,000,000 shares of common stock, par value $.01
                  per share (the "Common Stock"), and 10,000,000 shares of
                  undesignated preferred stock, par value $.01 per share (the
                  "Preferred Stock"), to 100,000,000 shares of Common Stock and
                  25,000,000 shares of undesignated Preferred Stock;

            (2)   To approve the issuance and sale in transactions exempt from
                  the registration requirements of the Securities Act of 1933,
                  as amended, of an aggregate of 19,000,000 shares of Common
                  Stock to a number of individuals who qualify as "accredited
                  investors," as defined in Regulation D under such Act, in
                  exchange for limited recourse promissory notes in the amount
                  of $0.08 per share (accruing interest at a pre-default rate of
                  6% per annum, maturing three months from date of issuance,
                  with a proportionate mandatory prepayment requirement upon a
                  sale of the shares purchased thereby, and with cancellation of
                  the shares purchased thereby as the Company's sole remedy),
                  and to approve the issuance and sale on such basis of up to
                  10,000,000 shares of Common Stock on such terms to "accredited
                  investors" within six months after the date of the Special
                  Meeting of Stockholders; and

            (3)   To transact such other business as may properly come before
                  the meeting or any adjournment thereof.

         As with the adjourned meeting of November 26, 2001, only stockholders
of record at the close of business on October 23, 2001, will be entitled to
notice of, and to vote at, the meeting of December 11, 2001 or any adjournments
thereof.

         The Company requests that if you cannot personally attend the meeting
of December 11, 2001 and have not already done so, you promptly fill in, sign,
and return the proxy previously delivered to you by the Company in respect of
the November 26, 2001 meeting.

                                 By order of the Board of Directors,

                                 William E. Fritz
                                 Secretary


Dated: November 27, 2001