ASSIGNMENT OF COMMON STOCK

      THIS  ASSIGNMENT  made  this  17th day of  February,  2005 by and  between
CORNELL CAPITAL PARTNERS,  LP, with an office at 101 Hudson Street - Suite 3700,
Jersey City, NJ 07302 (the "Assignor"), and NEOMEDIA TECHNOLOGIES, INC., with an
office at 2201 Second Street, Suite 600, Ft. Myers, FL 33901 (the "Assignee").

                                   WITNESSETH

      WHEREAS,  PICK  UPS  PLUS,  INC.  (herein  the  "Company")  issued  to the
Assignor, on _______,  TWENTY MILLION (20,000,000) shares of the Common Stock of
the Company (herein referred to as the "Common Stock");

      WHEREAS,  Assignor desires to assign such Common Stock to Assignee as well
as and all rights and benefits  conferred  therein and the  Assignee  desires to
purchase such Common Stock and all rights and benefits  conferred  therein for a
total  purchase price of THREE HUNDRED EIGHTY EIGHT THOUSAND SEVEN HUNDRED SIXTY
EIGHT AND TWENTY TWO CENTS ($388,768.22) (the "Purchase Price").

      NOW, THEREFORE, for and in consideration of the Purchase Price, receipt of
which  is  hereby  acknowledged,  and in  further  consideration  of the  mutual
covenants hereinafter set forth, the parties hereby agree as follows:

      1.    Assignor does hereby assign,  transfer and set over to Assignee, its
successors and assigns, all of its rights, benefits conferred, title, interests,
and obligations pursuant to the Common Stock;

      2.    The Assignor warrants, represents and covenants that:

            (a) the  copy of the  Common  Stock  attached  hereto  is a true and
correct copy of the original Common Stock;

            (b)  Assignor is the sole and  absolute  owner of the Common  Stock,
free of all claims, encumbrances and security interests of every nature;

            (c)  Assignor  has not  heretofore  assigned,  sold,  or pledged the
Common Stock, or any interest therein;

      3.    The Assignee hereby assumes all rights,  benefits conferred,  title,
interests, and obligations, representations,  warranties, and covenants pursuant
to the Common Stock;

      4.    The Assignee does hereby assume all of rights,  benefits  conferred,
title, interests, as the holder, in and to the Common Stock;

      5.    Notices  hereunder  shall  be  given  in  writing  by  certified  or
registered mail,  return receipt  requested,  addressed to such addresses as the
parties may designate.




      6.    This  assignment is binding upon the  successors  and assigns of the
parties hereto.

      7.    This  assignment  shall be  effective  as of the date first  written
above.  This  assignment  and  acceptance of same may be executed in one or more
counterparts,  each of  which  shall be  deemed  an  original,  but all of which
together shall constitute one and the same instrument. Confirmation of execution
by telex or by  telecopy  or  telefax  of a  facsimile  signature  page shall be
binding upon that party so confirming.

      IN WITNESS  WHEREOF,  the parties hereto have executed this instrument the
day and year first above written.


                                          THE ASSIGNOR:
                                          CORNELL CAPITAL PARTNERS, LP
                                          By:  Yorkville Advisors, LLC
                                          Its: General Partner

                                          By: /s/ Mark Angelo
                                             -----------------------------------
                                             Name: Mark Angelo
                                             Its:  Portfolio Manager & President




                            ACCEPTANCE OF ASSIGNMENT

      The  undersigned,  being the  Assignees  set for the  above,  does  hereby
acknowledge  and accept the  foregoing  Assignment on this 17th day of February,
2005.

                                          ASSIGNEES:

                                          NEOMEDIA TECHNOLOGIES, INC..


                                          By: /s/ David A. Dodge
                                             -----------------------------------
                                             Name: David A. Dodge
                                             Its:  Chief Financial Officer