EXHIBIT 16.1
____________, 2005

Merritt Jesson
President & CEO
Pickups Plus, Inc.
4360 Ferguson Drive, Suite 102
Cincinnati, OH 45245

Re:      Letter of Intent

Dear Mr. Jesson,

      NeoMedia Technologies, Inc. ("NEOM" or "Buyer") is pleased to provide you
with this outline of terms ("Letter of Intent" or "LOI") to acquire a 30%
interest in Auto Preservation, Inc. ("AP") a wholly owned subsidiary of Pickups
Plus, Inc. ("PUPS" or "Seller").

      1. Overview. This Letter of Intent is intended to be non-binding on both
parties. However, parties agree to enter into good faith negotiations and use
its best efforts to execute a mutually agreeable, definitive agreement within
thirty (30) days of the date last signed below. This Letter of Intent outlines
the general terms and conditions for the Buyer to purchase 30% the Sellers AP
business. Under an Asset Purchase Agreement, the Buyer will purchase a 30%
interest in the assets that relate to operating the AP business at the closing.
It is our intention to introduce our products through AP's distribution channels
to include certain polishing compounds and our paint system as a whole. AP
management will cooperate in everyway possible to facilitate this to include
negotiations as needed with AI. AP will agree to purchase and fully implement a
paint system at their location(s) in order to facilitate further sales of the
system and training of future customers. The closing ("Closing") will be herein
after defined as the date of execution of a definitive Asset Purchase Agreement
and the delivery of the initial cash requirement under paragraph 2 below.

      2. Purchase Price. The Buyer agrees to purchase a 30% interest in the
assets required to operate and grow the Auto Preservation business (AP) from the
Seller under the following terms:

      a)    The Buyer agrees to purchase such assets from Seller, minus the
            current accounts receivable and bank accounts for a total purchase
            price of $1,600,000 to be paid as follows:

            o     $600,000 in cash at the closing.

            o     Assumption of $446,000 of PUPS existing debt to Cornell
                  Capital.

            o     The issuance of $554,000 of NEOM common stock. The shares of
                  the Buyers common stock will have piggyback registration
                  rights.

      b)    Both parties agree that all assets of the Companies required to
            operate the AP business will be included in the transaction, but not
            limited to the following:

            o     PUPS exclusive perpetual license for the use of the ValuGard
                  name within the United States.



            o     All current Distributor, Dealer, Detailers, Jobber and vendor
                  agreements within the United States that belong to AP.

            o     All computer software and hardware, customers, furniture, and
                  fixtures related to the AP business.


            o     Definitive Agreements. Both parties agree that this LOI will
                  be non-binding on the Buyer and Seller to negotiate, execute
                  and deliver a definitive agreement satisfactory to both Seller
                  and Buyer ("Definitive Agreement"). Following the execution of
                  the Letter of Intent, Buyer's counsel will prepare the
                  Definitive Agreement.

      3. Information. The Seller will afford, and will cause its certified
public accountants, counsel and other representatives to afford, to Buyer and
its accountants, counsel, agents and other authorized representatives, and to
financial institutions specified by Buyer, a reasonable opportunity to conduct
due diligence investigations of AP and its business and affairs. Buyer is aware
that the Company's financial statements are audited.

      4. Confidentiality. Buyer agrees to maintain in the strictest confidence
any information supplied by Seller to Buyer as part of Buyer's due diligence
and/or otherwise relating to the business activities of Seller. In the event
that a definitive agreement between Buyer and Seller is not reached and the
transaction contemplated by this Letter of Intent is not completed, then and in
such event, Buyer agrees to refrain from using any information gained by Buyer
in connection with its due diligence and/or review of Sellers confidential
information.

      5. Brokers or Finders. The Buyer and Seller represent to each other that
there are no other brokers or finders in this transaction and no other broker or
finder fees will be paid to any party.

      6. Expenses. The parties hereto will bear their respective expenses in
connection with preparing for and consummating the transactions contemplated by
this Letter of Intent, and in conducting any due diligence investigation
contemplated hereunder. Neither the Company nor the Sellers on the one hand, nor
Buyer on the other will be liable to any other party for their expenses, damages
or losses, if any, in the event that the Definitive Agreement is not executed
for any reason.

      7. Termination. Either party can terminate this Letter of Intent at any
time for any reason whatsoever.

      8. Governing Law. Any dispute related to this Letter of Intent, the
Definitive Agreement or related documents will be governed by the laws in the
State of Florida.

      This Letter of Intent will terminate on ___________, 2005, if not agreed
to and accepted by the Seller. If the foregoing is acceptable, please indicate
the same by executing and returning the enclosed counterpart of this Letter of
Intent. We look forward to working with Auto Preservation.

Regards,                        Approved this ___ day of _________, 2005

___________________             ________________________
Charles T. Jenson               Merritt Jesson
CEO                             President & CEO
NeoMedia Technologies           Pickups Plus, Inc.