INDEMNIFICATION AGREEMENT

         AGREEMENT, made as of the day of September,  2004, between Ipoint-Media
Ltd., an Israeli  corporation  ("iPoint"),  and Neomedia  Technologies,  Inc., a
Delaware corporation ("Neomedia").

         WHEREAS,  iPoint  and  Neomedia  entered  into a  Business  Development
Agreement  dated as of the date  hereof  (the  "Agreement"),  pursuant  to which
Neomedia  received  certain shares of common stock of iPoint ("iPoint  Shares");
and

         WHEREAS,  Neomedia  intends  to  distribute  the  iPoint  Shares to the
shareholders of Neomedia as detailed in the Business Development  Agreement even
date herewith ("Agreement").

         NOW THEREFORE, for good and valuable consideration,  the sufficiency of
which is hereby acknowledged:

         1.  iPoint  agrees to  indemnify  and hold  harmless  Neomedia  and its
directors,  officers,  employees,  and agents (each,  an  "Indemnified  Party"),
against  and  in  respect  of all  losses,  liabilities,  obligations,  damages,
actions, suits, proceedings,  orders,  judgments,  costs and expenses (including
the reasonable fees, disbursements and expenses of attorneys and consultants) of
any kind or  nature  whatsoever,  but net of the  proceeds  from  any  insurance
policies  or other  third  party  reimbursement  for such  loss,  to the  extent
sustained,  suffered  or  incurred by or made  against  any  Indemnified  Party,
arising out of or in connection  with any action  instituted by a debt-holder of
Neomedia  relating to the  distribution of the iPoint Shares to the shareholders
of Neomedia pursuant to a registered dividend distribution.

         2. This Agreement  constitutes the entire agreement between the parties
with respect to the subject matter hereof and supersedes and cancels any and all
prior or  contemporaneous  arrangements,  understandings  and agreements between
them relating to the subject matter hereof.

         3. This  Agreement  shall be governed by and  interpreted in accordance
with the laws of the State of New Jersey  without  regard to the  principles  of
conflict of laws.  The parties  further agree that any action between them shall
be heard exclusively in Hudson County,  New Jersey, and expressly consent to the
jurisdiction  and venue of the Superior  Court of New Jersey,  sitting in Hudson
County,  New Jersey and the United States District Court of New Jersey,  sitting
in  Newark,  New  Jersey,  for the  adjudication  of any civil  action  asserted
pursuant to this paragraph.

         4. This Agreement may be executed in two or more counterparts,  each of
which shall be deemed an original  and all of which  shall  constitute  the same
instrument.





                  IN  WITNESS  WHEREOF,   the  undersigned  have  executed  this
Agreement as of the date set forth above.

                                             IPOINT MEDIA, LTD.

                                             By:________________________________
                                             Name:______________________________
                                             Title:_____________________________


                                             NEOMEDIA TECHNOLOGIES, INC.

                                             By:________________________________
                                             Name:______________________________
                                             Title:_____________________________

                                       2