8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) of the

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):  July 15, 2009

NeoMedia Technologies, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware	0-21743	36-3680347
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

Two Concourse Parkway, Suite 500, Atlanta, GA	30328
(Address of principal executive offices)	(Zip code)
Registrant's telephone number, including area code:	(678) 638-0460

Not Applicable

(Former Name or Former Address, If Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01.  Entry Into a Material Definitive Agreement

Second Additional Debenture Closing of July 2008 Securities Purchase Agreement

On July 29, 2008 (the “Closing Date”), NeoMedia Technologies, Inc., a Delaware corporation (the “Company”) entered into a Securities Purchase Agreement (the “SPA”) to issue and sell secured convertible debentures (the “Debentures” and each, a “Debenture”) to YA Global Investments, L.P. (the “Investor”) in the principal amount of up to Eight Million Six Hundred Fifty Thousand Dollars ($8,650,000) pursuant to the terms of the SPA, by and between the Company and the Investor, of which the first secured convertible Debenture in the amount of $2,325,000 was funded on the Closing Date, the second secured convertible debenture in the amount of $2,325,000 was funded on October 28, 2008 and a third debenture in the amount of $4,000,000 was to be funded on or after January 1, 2009 subject to certain conditions set forth in the SPA.

On April 6, 2009, the Company and the Investor entered into an Amendment Agreement (the “Amendment Agreement”) whereby the SPA was amended in order to reduce the amount of the third secured convertible Debenture (as discussed above) from $4,000,000 to $1,100,000, and whereby such Third Closing (as defined in the Amendment Agreement) was broken down into two (2) separate closings, the first to occur on April 6, 2009 pursuant to which the Investor purchased a secured convertible debenture in the principal amount of $550,000 and the second to occur on or after May 1, 2009 pursuant to which the Investor exercised its option and purchased a secured convertible debenture in the principal amount of $550,000.

On June 5, 2009, the Investor and the Company entered into an Agreement to issue an additional debenture (the “Additional Agreement”), and the Company issued to the Investor a secured convertible debenture in the principal amount of $715,000. Such transaction was described in the Company’s Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission  on June 5, 2009.

On July 15, 2009, the Investor and the Company entered into an Agreement to issue an additional debenture (the “Second Additional Agreement”), a copy of which is attached hereto as Exhibit 10.18, and the Company issued to the Investor a secured convertible debenture in the principal amount of $535,000, a copy of which is attached hereto as Exhibit 10.19 (the “Second Additional Debenture”).  Such debenture shall mature on July 29, 2010 (the “Maturity Date”). The Second Additional Debenture shall accrue interest at a rate equal to fourteen percent (14%) per annum and such interest shall be paid on the Maturity Date (or sooner as provided in the Second Additional Debenture) in cash or, provided that certain Equity Conditions are satisfied (as such term is defined in the Second Additional Debenture), in shares of the Company’s common stock (“Common Stock”) at the applicable Conversion Price (as defined in the Second Additional Debenture).  At any time after June 5, 2009, the Investor shall be entitled to convert any portion of the outstanding and unpaid principal and accrued interest thereon into fully paid and non-assessable shares of Common Stock at a price equal to the lesser of $0.02 and ninety-five percent (95%) of the lowest volume weighted average price of the Common Stock during the ten (10) trading days immediately preceding each conversion date.

The Company shall not affect any conversion, and the Investor shall not have the right to convert any portion of the Second Additional Debenture to the extent that after giving effect to such conversion, the Investor (together with the Investor’s affiliates) would beneficially own in excess of 4.99% of the number of shares of Common Stock outstanding immediately after giving effect to such conversion, except for not less than sixty-five (65) days prior written notice from the Investor.

The Company shall have the right to redeem a portion or all amounts outstanding (subject to certain conditions in the Second Additional Debenture) by paying the amount equal to the principal amount being redeemed plus a redemption premium equal to ten percent (10%) of the principal amount being redeemed, and accrued interest.

- 2 - -

In connection with the Second Additional Agreement closing, the Company placed a $30,000 monitoring fee into escrow, directly from the proceeds of the Second Additional Debenture closing on June 17, 2009 (as deposited into escrow, the “Escrow Funds”) which shall be used to compensate Yorkville Advisors LLC (“Investment Manager”) for monitoring and managing the purchase and investment made by the Investor, pursuant to the Investment Manager’s existing advisory obligations to the Investor.  The Company, Investment Manager and the Investor entered into an Escrow Agreement, dated July 29, 2008 (the “Escrow Agreement”) appointing David Gonzalez, Esq. as escrow agent (the “Escrow Agent”) to hold the Escrow Funds and to periodically disburse portions of such Escrow Funds to the Investment Manager from escrow in accordance with the terms of the Escrow Agreement, a copy of which is referenced hereto as Exhibit 10.10 (and the amended Exhibit A thereto is referenced as Exhibit 10.12 hereto). In addition, the Company paid a $5,000 structuring fee to Yorkville Advisors, LLC for their services in structuring the transaction.

All of the Debentures are secured by (a) certain Pledged Property, as such term is defined in that certain Security Agreement, of even date with the SPA, by and among the Company, each of the Company’s subsidiaries made a party thereto and the Investor and (b) certain Patent Collateral, as such term is defined in that certain Patent Security Agreement, of even date with the SPA, by and among the Company, each of the Company’s subsidiaries made a party thereto and the Investor.  Copies of the Security Agreement and the Patent Security Agreement are referenced hereto as Exhibits 10.4 and 10.5, respectively.

In connection with the SPA, the Company also entered into those certain Irrevocable Transfer Agent Instructions with the Investor, the Escrow Agent and WorldWide Stock Transfer, LLC, the Company’s transfer agent, a copy of which is referenced as Exhibit 10.11 hereto.

Disposal of Legacy Software Product lines, Maxicode and PDF417

On July 17, 2009, the Company entered into an Asset Purchase and Sale Agreement (the “Silver Bay Agreement”) whereby it disposed of all assets related to certain of its legacy product lines, MaxiCode Encoder (“Maxicode”) and Portable Date File 417 (“PDF417”), to Silver Bay Software, LLC (“Silver Bay”). The terms of the Silver Bay Agreement include the transfer of all technology and know-how and associated software, documentation, hardware, peripheral equipment, customer lists, customer agreements, service history, and other related items pertinent to each product line to Silver Bay in exchange for twenty percent (20%) of Silver Bay’s collected revenue from Customers (as defined in the Silver Bay Agreement) for the three (3) years following the effective date of the agreement, less a credit of $50,000. A copy of the Silver Bay Agreement is attached hereto as Exhibit 10.20.

Disposal of Legacy Software Product line, WISP

On July 17, 2009, the Company entered into an Asset Purchase and Sale Agreement (the “Lindholm Agreement”) whereby it disposed of all assets related to its legacy product line known as Wang Interchange Source Processor to Mr. Greg Lindholm. The terms of the Lindholm Agreement include the transfer of all technology and know-how and associated software, documentation, customer lists, customer agreements, service history, and other related items pertinent to the product line to Mr. Lindholm in exchange for twenty percent (20%) of Mr. Lindholm’s collected revenue from the product line for the three (3) years following the effective date of the Lindholm Agreement. A copy of the Lindholm Agreement is attached hereto as Exhibit 10.21.

- 3 - -

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

(a) Not applicable.

(b) Not applicable.

(c) Not applicable.

(d) Exhibit No. Description:

EXHIBIT	DESCRIPTION	LOCATION
Exhibit 10.1	Securities Purchase Agreement, dated July 29, 2008, by and between the Company and YA Global Investments, L.P.	Incorporated by reference to Exhibit 10.1 in the Company’s Current Report on Form 8-K as filed with the SEC on August 4, 2008
Exhibit 10.2	First Secured Convertible Debenture, dated July 29, 2008, issued by the Company to YA Global Investments, L.P.	Incorporated by reference to Exhibit 10.2 in the Company’s Current Report on Form 8-K as filed with the SEC on August 4, 2008
Exhibit 10.3	Second Secured Convertible Debenture, dated October 28, 2008, issued by the Company to YA Global Investments, L.P.	Incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K as field with the SEC on November 3, 2008
Exhibit 10.4	Security Agreement, dated July 29, 2008, by and among the Company, each of the Company’s subsidiaries made a party thereto and YA Global Investments, L.P.	Incorporated by reference to Exhibit 10.3 in the Company’s Current Report on Form 8-K as filed with the SEC on August 4, 2008
Exhibit 10.5	Patent Security Agreement, dated July 29, 2008, by and among the Company, each of the Company’s subsidiaries made a party thereto and YA Global Investments, L.P.	Incorporated by reference to Exhibit 10.4 in the Company’s Current Report on Form 8-K as filed with the SEC on August 4, 2008
Exhibit 10.6	Warrant 9-1A, dated July 29, 2008, issued by the Company to YA Global Investments, L.P.	Incorporated by reference to Exhibit 10.5 in the Company’s Current Report on Form 8-K as filed with the SEC on August 4, 2008
Exhibit 10.7	Warrant 9-1B, dated July 29, 2008, issued by the Company to YA Global Investments, L.P.	Incorporated by reference to Exhibit 10.6 in the Company’s Current Report on Form 8-K as filed with the SEC on August 4, 2008
Exhibit 10.8	Warrant 9-1C, dated July 29, 2008, issued by the Company to YA Global Investments, L.P.	Incorporated by reference to Exhibit 10.7 in the Company’s Current Report on Form 8-K as filed with the SEC on August 4, 2008

- 4 - -

EXHIBIT	DESCRIPTION	LOCATION
Exhibit 10.9	Warrant 9-1D, dated July 29, 2008, issued by the Company to YA Global Investments, L.P.	Incorporated by reference to Exhibit 10.8 in the Company’s Current Report on Form 8-K as filed with the SEC on August 4, 2008
Exhibit 10.10	Escrow Agreement, dated July 29, 2008, by and among the Company, YA Global Investments, L.P., Yorkville Advisors, LLC and David Gonzalez, Esq.	Incorporated by reference to Exhibit 10.9 in the Company’s Current Report on Form 8-K as filed with the SEC on August 4, 2008
Exhibit 10.11	Irrevocable Transfer Agent Instructions, dated July 29, 2008, by and among the Company, the Investor, David Gonzalez, Esq. and WorldWide Stock Transfer, LLC	Incorporated by reference to Exhibit 10.10 in the Company’s Current Report on Form 8-K as filed with the SEC on August 4, 2008
Exhibit 10.12	Revised Exhibit A to Escrow Agreement, dated October 28, 2008	Incorporated by reference to Exhibit 10.12 to the Company’s Current Report on Form 8-K as filed with the SEC on November 3, 2008
Exhibit 10.13	Amendment Agreement, dated April 6, 2009, by and between the Company and YA Global Investments, L.P.	Incorporated by reference to Exhibit 10.14 to the Company’s Current Report on Form 8-K as filed with the SEC on April 13, 2009
Exhibit 10.14	Third Secured Convertible Debenture (first amended third closing), dated April 6, 2009, issued by the Company to YA Global Investments, L.P.	Incorporated by reference to Exhibit 10.15 to the Company’s Current Report on Form 8-K as filed with the SEC on April 13, 2009
Exhibit 10.15	Fourth Secured Convertible Debenture (second amended third closing), dated May 1, 2009, issued by the Company to YA Global Investments, L.P.	Incorporated by reference to Exhibit 10.15 to the Company’s Current Report on Form 8-K as filed with the SEC on May 7, 2009
Exhibit 10.16	Agreement, dated June 5, 2009 (Additional Agreement), by and between the Company and YA Global Investments, L.P.	Incorporated by reference to Exhibit 10.16 to the Company’s Current Report on Form 8-K as filed with the SEC on June 5, 2009
Exhibit 10.17	Fifth Convertible Debenture (Additional Agreement closing), dated June 5, 2009, issued by the Company to YA Global Investments, L.P.	Incorporated by reference to Exhibit 10.17 to the Company’s Current Report on Form 8-K as filed with the SEC on June 5, 2009
Exhibit 10.18	Agreement, dated July 15, 2009 (Second Additional Agreement), by and between the Company and YA Global Investments, L.P.	Provided herewith.
Exhibit 10.19	Sixth Convertible Debenture dated July 15, 2009, (Second Additional Debenture), issued by the Company to YA Global Investments, L.P.	Provided herewith.

- 5 - -

EXHIBIT	DESCRIPTION	LOCATION
Exhibit 10.20	Agreement, dated July 17, 2009, by and between the Company and Silver Bay Software, LLC.	Provided herewith.
Exhibit 10.21	Agreement, dated July 17, 2009, by and between the Company and Mr. Greg Lindholm.	Provided herewith.

- 6 - -

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date:      July 21, 2009	NEOMEDIA TECHNOLGIES, INC.
	By:	/s/ Michael Zima
	Name:	Michael Zima
	Its:	Chief Financial Officer

- 7 - -

EX-10.18

THIS AGREEMENT (this “Agreement”), dated July 15, 2009 is entered into by and between NEOMEDIA TECHNOLOGIES INC., a Delaware corporation (the “Company”), and YA GLOBAL INVESTMENTS, L.P. (the “Buyer”).  Reference is made to the Securities Purchase Agreement (the “Securities Purchase Agreement”) dated as of July 29, 2008, as amended on April 6, 2009, between the Company and the Buyer.  All capitalized terms used but not defined herein shall have the meaning ascribed thereto in the Securities Purchase Agreement.

WHEREAS:

A. Pursuant to the Securities Purchase Agreement, the Company has issued and the Buyer has purchased secured convertible debentures as well as an additional secured convertible debenture.

B. The Company desires to issue, and the Buyer desires to purchase a second additional convertible debenture in the form attached hereto as Exhibit A (the “Second Additional Debenture”).

C. In order to induce the Company to issue and the Buyer to purchase the Second Additional Debenture, the parties desire to enter into this Agreement.

NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Buyer hereby agree as follows:

1.           Purchase and Sale of Second Additional Debenture.  In reliance on the representations and warranties and the terms and conditions set forth in this Agreement, on the date hereof the Buyer shall purchase, and the Company shall issue and sell the Second Additional Debenture with a face amount of $535,000 for a purchase price of $535,000.  The Second Additional Debenture shall be in the form attached hereto as Exhibit A.  The Second Additional Debenture shall be deemed to be included in term “Convertible Debentures” as used in the Securities Purchase Agreement and the other Transaction Documents.  Upon the issuance of the Second Additional Debenture the Buyer shall pay the purchase price, minus any fees or expenses to be deducted from the purchase price as set forth below, by wire transfer of immediately available funds in accordance with instructions to be provided by the Company.

2.           Representations and Warranties of Buyer.

(a)    The representations and warranties of the Buyer set forth in Section 2 of the Securities Purchase Agreement are hereby incorporated by reference with such changes necessary to relate to this Agreement as if set forth in their entirety herein (the “Buyer Representations and Warranties”).  For the avoidance of doubt, in the Buyer Representations and Warranties references to “Securities” shall be deemed references to the Second Additional Debenture and the shares of Common Stock issuable upon conversion thereof, references to “Conversion Shares” shall be deemed to reference the shares of Common Stock issuable upon conversion of the Second Additional Debenture, and any reference to “Transaction Documents” shall be deemed to include a reference to this Agreement and to the Second Additional Debenture.

(b)    The Buyer hereby represents and warrants that except as may otherwise be disclosed on a disclosure schedule attached hereto, the Buyer Representations and Warranties are true and correct on the date hereof (except for representations and warranties that speak as of a specific date).

3.           Representations, Warranties, and Covenants of Company.

(a)    The representations and warranties of the Company set forth in Section 3 of the Securities Purchase Agreement are hereby incorporated by reference with such changes necessary to relate to this Agreement as if set forth in their entirety herein (the “Company Representations and Warranties”).  For the avoidance of doubt, in the Company Representations and Warranties references to “Securities” shall be deemed references to the Second Additional Debenture and the shares of Common Stock issuable upon conversion thereof, references to “Conversion Shares” shall be deemed to reference the shares of Common Stock issuable upon conversion of the Second Additional Debenture, references to “Convertible Debenture” shall be deemed to reference the Second Additional Debenture, and any reference to “Transaction Documents” shall be deemed to include a reference to this Agreement and to the Second Additional Debenture.

(b)    The Company hereby represents and warrants that except as disclosed in the Officer’s Certificates dated April 6, 2009 and May 1, 2009 which are herein incorporated by reference, in their entirety, with the exception of the disclosure schedule attached hereto as Exhibit B or as set forth in the SEC Documents, such Company Representations and Warranties are true and correct on the date hereof (except for Company Representations and Warranties that speak as of a specific date).

4.           Security Interest Granted Pursuant to Security Documents.The Company agrees and acknowledges (i) that its obligations under the Second Additional Debenture shall be secured by all collateral granted by the Company to the Buyer, including, without limitation, the assets of the Company pledged to the Buyer pursuant to (a) that certain Security Agreement dated July 29, 2008 by and between the Company and the Buyer (the “Security Agreement”) and (b) that certain Intellectual Property Security Agreement dated July 29, 2008 by and between the Company and the Buyer (the “IP Security Agreement,” and collectively along with the Security Agreement, the “Security Documents”), and (ii) that the obligations under the Second Additional Debenture are hereinafter expressly included as part of the “Obligations” as such term is defined and used in the Security Documents.

5.           Covenants.

(a)    The Company hereby acknowledges and agrees that nothing contained herein, in the Second Additional Debenture, or in any of the documents executed in connection with the Second Additional Debenture shall operate as or be deemed to constitute a cure or waiver of any default or events of default under any of the Transaction Documents, including, without limitation, any default or events of default whether now existing or hereafter arising.

(b)    The Company hereby acknowledges and agrees that it remains liable to the Buyer for the payment and performance of all amounts due under the Convertible Debentures issued pursuant to the Securities Purchase Agreement, including those issued pursuant to the amendment to the Securities Purchase Agreement dated April 6, 2009 and the additional debenture issued on June 5, 2009, without offset, defense or counterclaim of any kind, nature or description whatsoever.

(c)    The Company hereby ratifies, confirms, and reaffirms, all and singular the representations, warranties, terms, and conditions set forth in the Securities Purchase Agreement, the Convertible Debentures, and each of the other Transaction Documents, and further acknowledges and agrees that all terms and conditions of the Securities Purchase Agreement, the Convertible Debentures, and the other Transaction Documents shall remain in full force and effect.

(d)    Fees and Expenses.

(i)      The Company shall pay a structuring fee to the Buyer or its designees in the amount of $5,000 which shall be paid directly from the proceeds of the closing of the purchase and sale of the Additional Debenture hereunder.

(ii)     The Company shall deposit into escrow $30,000 directly from the proceeds of the closing of the purchase and sale of the Second Additional Debenture hereunder (the “Additional Monitoring Fee,” and as deposited into escrow, the “Additional Escrow Funds”) which shall be used to compensate the Investment Manager for monitoring and managing the purchase and investment made by the Buyer hereunder.  The Additional Escrow Funds shall be held by the Escrow Agent in accordance with the Escrow Agreement and disbursed to the Investment Manager periodically in accordance with the Escrow Agreement and the exhibits thereto.

6.           Other Agreements. Except as modified pursuant hereto, no other changes or modifications to the Transaction Documents are intended or implied and in all other respects the Transaction Documents are hereby specifically ratified, restated and confirmed by all parties hereto as of the effective date hereof.  To the extent of conflict between the terms of this Agreement and the other Transaction Documents, the terms of this Agreement shall control.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed as of date first above written.

COMPANY:
NEOMEDIA TECHNOLOGIES INC.
By:	/s/ Michael W. Zima
Name:  Michael W. Zima
Title:    Chief Financial Officer
BUYER:
YA GLOBAL INVESTMENTS, L.P.
By:	Yorkville Advisors, LLC
	its Investment Manager
By:	/s/ Gerald Eicke
Name: Gerald Eicke
Title:   Managing Member

EX-10.19

NEITHER THIS DEBENTURE NOR THE SECURITIES INTO WHICH THIS DEBENTURE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE.  THESE SECURITIES HAVE BEEN SOLD IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.

NEOMEDIA TECHNOLOGIES INC.

Secured Convertible Debenture

Issuance Date:  July 15, 2009	Original Principal Amount:      $535,000
No. NEOM-9-6

FOR VALUE RECEIVED, NEOMEDIA TECHNOLOGIES INC., a Delaware corporation (the "Company"), hereby promises to pay to the order of YA GLOBAL INVESTMENTS, L.P. or registered assigns (the "Holder") the amount set out above as the Original Principal Amount (as reduced pursuant to the terms hereof pursuant to redemption, conversion or otherwise, the "Principal") when due, whether upon the Maturity Date (as defined below), acceleration, redemption or otherwise (in each case in accordance with the terms hereof) and to pay interest ("Interest") on any outstanding Principal at the applicable Interest Rate from the date set out above as the Issuance Date (the "Issuance Date") until the same becomes due and payable, whether upon an Interest Date (as defined below) or the Maturity Date or acceleration, conversion, redemption or otherwise (in each case in accordance with the terms hereof).  This Secured Convertible Debenture (including all Secured Convertible Debentures issued in exchange, transfer or replacement hereof, this "Debenture") is one of an issue of Secured Convertible Debentures issued pursuant to the Securities Purchase Agreement as amended and supplement, including by the Agreement dated July 15, 2009 (collectively, the "Debentures" and such other Senior Convertible Debentures, the "Other Debentures").  Certain capitalized terms used herein are defined in Section 17.

(1)           GENERAL TERMS

(a)           Payment of Principal.  On the Maturity Date, the Company shall pay to the Holder an amount in cash representing all outstanding Principal, accrued and unpaid Interest.  The "Maturity Date" shall be July 29, 2010 as may be extended at the option of the Holder (i) in the event that, and for so long as, an Event of Default (as defined below) shall have occurred and be continuing on the Maturity Date (as may be extended pursuant to this Section 1) or any event shall have occurred and be continuing on the Maturity Date (as may be extended pursuant to this Section 1) that with the passage of time and the failure to cure would result in an Event of Default.  Other than as specifically permitted by this Debenture, the Company may not prepay or redeem any portion of the outstanding Principal without the prior written consent of the Holder.

(b)           Interest.  Interest shall accrue on the outstanding principal balance hereof at an annual rate equal to fourteen percent (14%) (“Interest Rate”).  Interest shall be calculated on the basis of a 365-day year and the actual number of days elapsed, to the extent permitted by applicable law.  Interest hereunder shall be paid on the Maturity Date (or sooner as provided herein) to the Holder or its assignee in whose name this Debenture is registered on the records of the Company regarding registration and transfers of Debentures at the option of the Company in cash, or, provided that the Equity Conditions are then satisfied converted into Common Stock at the applicable Conversion Price.

(c)           Security.  The Debenture is secured by a security interest in all of the assets of the Company and of each of the Company's subsidiaries as evidenced by the security agreement dated July 29, 2008, among others (collectively, the “Security Documents”).

(2)           EVENTS OF DEFAULT.

(a)           An “Event of Default”, wherever used herein, means any one of the following events (whatever the reason and whether it shall be voluntary or involuntary or effected by operation of law or pursuant to any judgment, decree or order of any court, or any order, rule or regulation of any administrative or governmental body):

(i)            the Company's failure to pay to the Holder any amount of Principal, Interest, or other amounts when and as due under this Debenture (including, without limitation, the Company's failure to pay any redemption payments or amounts hereunder) or any other Transaction Document;

(ii)           The Company or any subsidiary of the Company shall commence, or there shall be commenced against the Company or any subsidiary of the Company under any applicable bankruptcy or insolvency laws as now or hereafter in effect or any successor thereto, or the Company or any subsidiary of the Company commences any other proceeding under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or similar law of any jurisdiction whether now or hereafter in effect relating to the Company or any subsidiary of the Company or there is commenced against the Company or any subsidiary of the Company any such bankruptcy, insolvency or other proceeding which remains undismissed for a period of 61 days; or the Company or any subsidiary of the Company is adjudicated insolvent or bankrupt; or any order of relief or other order approving any such case or proceeding is entered; or the Company or any subsidiary of the Company suffers any appointment of any custodian, private or court appointed receiver or the like for it or any substantial part of its property which continues undischarged or unstayed for a period of sixty one (61) days; or the Company or any subsidiary of the Company makes a general assignment for the benefit of creditors; or the Company or any subsidiary of the Company shall state that it is unable to pay its debts generally as they become due; or the Company or any subsidiary of the Company shall call a meeting of its creditors with a view to arranging a composition, adjustment or restructuring of its debts; or the Company or any subsidiary of the Company shall by any act or failure to act expressly indicate its consent to, approval of or acquiescence in any of the foregoing; or any corporate or other action is taken by the Company or any subsidiary of the Company for the purpose of effecting any of the foregoing;

(iii)          The Company or any subsidiary of the Company shall default in any of its obligations under any other debenture or any mortgage, credit agreement or other facility, indenture agreement, factoring agreement or other instrument under which there may be issued, or by which there may be secured or evidenced any indebtedness for borrowed money or money due under any long term leasing or factoring arrangement of the Company or any subsidiary of the Company in an amount exceeding $100,000, whether such indebtedness now exists or shall hereafter be created and such default shall result in such indebtedness becoming or being declared due and payable prior to the date on which it would otherwise become due and payable;

(iv)          If the Common Stock is quoted or listed for trading on any of the following and it ceases to be so quoted or listed for trading and shall not again be quoted or listed for trading on any Primary Market within five (5) Trading Days of such delisting: (a) the NYSE Amex, (b) New York Stock Exchange, (c) the Nasdaq Global Market, (d) the Nasdaq Capital Market, or (e) the Nasdaq OTC Bulletin Board (“OTCBB”) (each, a “Primary Market”);

(v)           The Company or any subsidiary of the Company shall be a party to any Change of Control Transaction (as defined in Section 6) unless in connection with such Change of Control Transaction this Debenture is retired;

(vi)          the Company's (A) failure to cure a Conversion Failure by delivery of the required number of shares of Common Stock within five (5) Business Days after the applicable Conversion Failure or (B) notice, written or oral, to any holder of the Debentures, including by way of public announcement, at any time, of its intention not to comply with a request for conversion of any Debentures into shares of Common Stock that is tendered in accordance with the provisions of the Debentures, other than pursuant to Section 4(c);

(vii)         The Company shall fail for any reason to deliver the payment in cash pursuant to a Buy-In (as defined herein) within three (3) Business Days after such payment is due;

(viii)       The Company shall fail to observe or perform any other covenant, agreement or warranty contained in, or otherwise commit any breach or default of any provision of this Debenture (except as may be covered by Section 2(a)(i) through 2(a)(vii) hereof) or any Transaction Document (as defined in Section 17) which is not cured within the time prescribed; or

(ix)          any Event of Default (as defined in the Other Debentures) occurs with respect to any Other Debentures.

(b)           During the time that any portion of this Debenture is outstanding, if any Event of Default has occurred, the full unpaid Principal amount of this Debenture, together with interest and other amounts owing in respect thereof, to the date of acceleration shall become at the Holder's election, immediately due and payable in cash; provided however, the Holder may request (but shall have no obligation to request) payment of such amounts in Common Stock of the Company.  If an Event of Default occurs and for so long as such Event of Default remains uncured, the Interest Rate on this Debenture shall immediately become twenty percent (20%) per annum and shall remain at such increased interest rate until the applicable Event of Default is cured.  Furthermore, in addition to any other remedies, the Holder shall have the right (but not the obligation) to convert this Debenture at any time after (x) an Event of Default or (y) the Maturity Date at the Default Conversion Price.  The Holder need not provide and the Company hereby waives any presentment, demand, protest or other notice of any kind, (other than required notice of conversion) and the Holder may immediately and without expiration of any grace period enforce any and all of its rights and remedies hereunder and all other remedies available to it under applicable law. Such declaration may be rescinded and annulled by Holder at any time prior to payment hereunder. No such rescission or annulment shall affect any subsequent Event of Default or impair any right consequent thereon.

(3)           COMPANY REDEMPTION.

(a)           Company’s Cash Redemption.  The Company at its option shall have the right to redeem (“Optional Redemption”) a portion or all amounts outstanding under this Debenture prior to the Maturity Date provided that as of the date of the Holder’s receipt of a Redemption Notice (as defined herein) (i) the Closing Bid Price is less than the FixedConversion Price and (ii) there is no Equity Conditions Failure.  The Company shall pay an amount equal to the principal amount being redeemed plus a redemption premium (“Redemption Premium”) equal to 10% of the Principal amount being redeemed, and accrued Interest, (collectively referred to as the “Company Additional Redemption Amount”).  In order to make a redemption pursuant to this Section, the Company shall first provide written notice to the Holder of its intention to make a redemption (the “Redemption Notice”) setting forth the amount of Principal it desires to redeem.  After receipt of the Redemption Notice the Holder shall have 5 Business Days to elect to convert all or any portion of this Debenture, subject to the limitations set forth in Section 4(c).  On the 6th Business Day after the Redemption Notice, the Company shall deliver to the Holder the Company Additional Redemption Amount with respect to the Principal amount redeemed after giving effect to conversions effected during the 5 Business Day period.

(4)           CONVERSION OF DEBENTURE.  This Debenture shall be convertible into shares of the Company's Common Stock, on the terms and conditions set forth in this Section 4.

(a)           Conversion Right.  Subject to the provisions of Section 4(c), at any time or times on or after the Issuance Date, the Holder shall be entitled to convert any portion of the outstanding and unpaid Conversion Amount (as defined below) into fully paid and nonassessable shares of Common Stock in accordance with Section 4(b), at the Conversion Rate (as defined below).  The number of shares of Common Stock issuable upon conversion of any Conversion Amount pursuant to this Section 4(a) shall be determined by dividing (x) such Conversion Amount by (y) the Conversion Price (the "Conversion Rate").  The Company shall not issue any fraction of a share of Common Stock upon any conversion.  If the issuance would result in the issuance of a fraction of a share of Common Stock, the Company shall round such fraction of a share of Common Stock up to the nearest whole share.  The Company shall pay any and all transfer, stamp and similar taxes that may be payable with respect to the issuance and delivery of Common Stock upon conversion of any Conversion Amount.

(i)           "Conversion Amount" means the portion of the Principal and accrued Interest to be converted, redeemed or otherwise with respect to which this determination is being made.

(ii)           "Conversion Price" means, as of any Conversion Date (as defined below) or other date of determination the lesser of (a) $0.02 (the “Fixed Conversion Price”), subject to adjustment as provided herein, or (b) ninety five percent (95%) of the lowest Volume Weighted Average Price during the ten (10) Trading Days immediately preceding the Conversion Date (the “Market Conversion Price”).

(b)           Mechanics of Conversion.

(i)            Optional Conversion.  To convert any Conversion Amount into shares of Common Stock on any date (a "Conversion Date"), the Holder shall (A) transmit by facsimile (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit I (the "Conversion Notice") to the Company and (B) if required by Section 4(b)(iv), surrender this Debenture to a nationally recognized overnight delivery service for delivery to the Company (or an indemnification undertaking reasonably satisfactory to the Company with respect to this Debenture in the case of its loss, theft or destruction).  On or before the third Business Day following the date of receipt of a Conversion Notice (the "Share Delivery Date"), the Company shall (X) if legends are not required to be placed on certificates of Common Stock pursuant to the Securities Purchase Agreement and provided that the Transfer Agent is participating in the Depository Trust Company's ("DTC") Fast Automated Securities Transfer Program, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder's or its designee's balance account with DTC through its Deposit Withdrawal Agent Commission system or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant to Section 2(g) of the Securities Purchase Agreement.  If this Debenture is physically surrendered for conversion and the outstanding Principal of this Debenture is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Debenture and at its own expense, issue and deliver to the holder a new Debenture representing the outstanding Principal not converted.  The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Debenture shall be treated for all purposes as the record holder or holders of such shares of Common Stock upon the transmission of a Conversion Notice.

(ii)           Company's Failure to Timely Convert.  If within three (3) Trading Days after the Company's receipt of the facsimile copy of a Conversion Notice the Company shall fail to issue and deliver a certificate to the Holder or credit the Holder's balance account with DTC for the number of shares of Common Stock to which the Holder is entitled upon such holder's conversion of any Conversion Amount (a "Conversion Failure"), and if on or after such Trading Day the Holder purchases (in an open market transaction or otherwise) Common Stock to deliver in satisfaction of a sale by the Holder of Common Stock issuable upon such conversion that the Holder anticipated receiving from the Company (a "Buy-In"), then the Company shall, within three (3) Business Days after the Holder's request and in the Holder's discretion, either (i) pay cash to the Holder in an amount equal to the Holder's total purchase price (including brokerage commissions and other out of pocket expenses, if any) for the shares of Common Stock so purchased (the "Buy-In Price"), at which point the Company's obligation to deliver such certificate (and to issue such Common Stock) shall terminate, or (ii) promptly honor its obligation to deliver to the Holder a certificate or certificates representing such Common Stock and pay cash to the Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares of Common Stock, times (B) the Closing Bid Price on the Conversion Date.

(iii)           Book-Entry. Notwithstanding anything to the contrary set forth herein, upon conversion of any portion of this Debenture in accordance with the terms hereof, the Holder shall not be required to physically surrender this Debenture to the Company unless (A) the full Conversion Amount represented by this Debenture is being converted or (B) the Holder has provided the Company with prior written notice (which notice may be included in a Conversion Notice) requesting reissuance of this Debenture upon physical surrender of this Debenture.  The Holder and the Company shall maintain records showing the Principal and Interest converted and the dates of such conversions or shall use such other method, reasonably satisfactory to the Holder and the Company, so as not to require physical surrender of this Debenture upon conversion.

(c)           Limitations on Conversions.

(i)           Beneficial Ownership.  The Company shall not effect any conversions of this Debenture and the Holder shall not have the right to convert any portion of this Debenture or receive shares of Common Stock as payment of interest hereunder to the extent that after giving effect to such conversion or receipt of such interest payment, the Holder, together with any affiliate thereof, would beneficially own (as determined in accordance with Section 13(d) of the Exchange Act and the rules promulgated thereunder) in excess of 4.99% of the number of shares of Common Stock outstanding immediately after giving effect to such conversion or receipt of shares as payment of interest.    Since the Holder will not be obligated to report to the Company the number of shares of Common Stock it may hold at the time of a conversion hereunder, unless the conversion at issue would result in the issuance of shares of Common Stock in excess of 4.99% of the then outstanding shares of Common Stock without regard to any other shares which may be beneficially owned by the Holder or an affiliate thereof, the Holder shall have the authority and obligation to determine whether the restriction contained in this Section will limit any particular conversion hereunder and to the extent that the Holder determines that the limitation contained in this Section applies, the determination of which portion of the principal amount of this Debenture is convertible shall be the responsibility and obligation of the Holder.  If the Holder has delivered a Conversion Notice for a principal amount of this Debenture that, without regard to any other shares that the Holder or its affiliates may beneficially own, would result in the issuance in excess of the permitted amount hereunder, the Company shall notify the Holder of this fact and shall honor the conversion for the maximum principal amount permitted to be converted on such Conversion Date in accordance with Section 4(a) and, any principal amount tendered for conversion in excess of the permitted amount hereunder shall remain outstanding under this Debenture. The provisions of this Section may be waived by a Holder (but only as to itself and not to any other Holder) upon not less than 65 days prior notice to the Company. Other Holders shall be unaffected by any such waiver.

(d)           Other Provisions.

(i)            The Company shall at all times reserve and keep available out of its authorized Common Stock the full number of shares of Common Stock issuable upon conversion of all outstanding amounts under this Debenture.  In the event that the Company has  less than the full number of such shares of Common Stock reserved and kept available for issuance upon conversion, then only upon the written request of the Holder shall the Company be required to promptly reserve and keep available a sufficient number of shares of Common Stock to comply with such requirement, including, without limitation, calling and holding a meeting of the stockholders of the Company within sixty (60) calendar days of such written request for the sole purpose of increasing the number of authorized shares of Common Stock, and the Board of Directors of the Company shall recommend to the stockholders a vote in favor of such proposal and shall vote all shares held by them, in proxy or otherwise, in favor of the proposal.

(ii)           All calculations under this Section 4 shall be rounded to the nearest $0.0001 or whole share.

(iii)          The Company covenants that it will at all times reserve and keep available out of its authorized and unissued shares of Common Stock solely for the purpose of issuance upon conversion of this Debenture and payment of interest on this Debenture, each as herein provided, free from preemptive rights or any other actual contingent purchase rights of persons other than the Holder, not less than such number of shares of the Common Stock as shall (subject to any additional requirements of the Company as to reservation of such shares set forth in this Debenture or in the Transaction Documents) be issuable (taking into account the adjustments and restrictions set forth herein) upon the conversion of the outstanding principal amount of this Debenture and payment of interest hereunder. In the event that the Company has  less than the full number of such shares of Common Stock reserved and kept available for issuance upon conversion, then only upon the written request of the Holder shall the Company be required to promptly reserve and keep available a sufficient number of shares of  Common Stock to comply with such requirement, including, without limitation, calling and holding a meeting of the stockholders of the Company within sixty (60) calendar days of such written request for the sole purpose of increasing the number of authorized shares of Common Stock, and the Board of Directors of the Company shall recommend to the stockholders a vote in favor of such proposal and shall vote all shares held by them, in proxy or otherwise, in favor of the proposal.  The Company covenants that all shares of Common Stock that shall be so issuable shall, upon issue, be duly and validly authorized, issued and fully paid, nonassessable and, if the Underlying Shares Registration Statement has been declared effective under the Securities Act, registered for public sale in accordance with such Underlying Shares Registration Statement.

(iv)          Nothing herein shall limit a Holder's right to pursue actual damages or declare an Event of Default pursuant to Section 2 herein for the Company 's failure to deliver certificates representing shares of Common Stock upon conversion within the period specified herein and such Holder shall have the right to pursue all remedies available to it at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief, in each case without the need to post a bond or provide other security. The exercise of any such rights shall not prohibit the Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable law.

(5)           Adjustments to Conversion Price

(a)           Adjustment of Conversion Price upon Issuance of Common Stock.  If the Company, at any time while this Debenture is outstanding, issues or sells, or in accordance with this Section 5(a) is deemed to have issued or sold, any shares of Common Stock, excluding shares of Common Stock deemed to have been issued or sold by the Company in connection with any Excluded Securities, for a consideration per share (the “New Issuance Price”) less than a price equal to the Conversion Price in effect immediately prior to such issue or sale (such price the "Applicable Price") (the foregoing a "Dilutive Issuance"), then immediately after such Dilutive Issuance the Conversion Price then in effect shall be reduced to an amount equal to the New Issuance Price.  For purposes of determining the adjusted Conversion Price under this Section 5(a), the following shall be applicable:

(i)            Issuance of Options.  If the Company in any manner grants or sells any Options and the lowest price per share for which one share of Common Stock is issuable upon the exercise of any such Option or upon conversion or exchange or exercise of any Convertible Securities issuable upon exercise of such Option is less than the Applicable Price, then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the granting or sale of such Option for such price per share.  For purposes of this Section, the "lowest price per share for which one share of Common Stock is issuable upon the exercise of any such Option or upon conversion or exchange or exercise of any Convertible Securities issuable upon exercise of such Option" shall be equal to the sum of the lowest amounts of consideration (if any) received or receivable by the Company with respect to any one share of Common Stock upon granting or sale of the Option, upon exercise of the Option and upon conversion or exchange or exercise of any Convertible Security issuable upon exercise of such Option.  No further adjustment of the Conversion Price shall be made upon the actual issuance of such share of Common Stock or of such Convertible Securities upon the exercise of such Options or upon the actual issuance of such Common Stock upon conversion or exchange or exercise of such Convertible Securities.

(ii)           Issuance of Convertible Securities.  If the Company in any manner issues or sells any Convertible Securities and the lowest price per share for which one share of Common Stock is issuable upon such conversion or exchange or exercise thereof is less than the Applicable Price, then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the issuance or sale of such Convertible Securities for such price per share.  For the purposes of this Section, the "lowest price per share for which one share of Common Stock is issuable upon such conversion or exchange or exercise" shall be equal to the sum of the lowest amounts of consideration (if any) received or receivable by the Company with respect to any one share of Common Stock upon the issuance or sale of the Convertible Security and upon the conversion or exchange or exercise of such Convertible Security.  No further adjustment of the Conversion Price shall be made upon the actual issuance of such share of Common Stock upon conversion or exchange or exercise of such Convertible Securities, and if any such issue or sale of such Convertible Securities is made upon exercise of any Options for which adjustment of the Conversion Price had been or are to be made pursuant to other provisions of this Section, no further adjustment of the Conversion Price shall be made by reason of such issue or sale.

(iii)          Change in Option Price or Rate of Conversion.  If the purchase price provided for in any Options, the additional consideration, if any, payable upon the issue, conversion, exchange or exercise of any Convertible Securities, or the rate at which any Convertible Securities are convertible into or exchangeable or exercisable for Common Stock changes at any time, the Conversion Price in effect at the time of such change shall be adjusted to the Conversion Price which would have been in effect at such time had such Options or Convertible Securities provided for such changed purchase price, additional consideration or changed conversion rate, as the case may be, at the time initially granted, issued or sold.  For purposes of this Section, if the terms of any Option or Convertible Security that was outstanding as of the Issuance Date are changed in the manner described in the immediately preceding sentence, then such Option or Convertible Security and the Common Stock deemed issuable upon exercise, conversion or exchange thereof shall be deemed to have been issued as of the date of such change.  No adjustment shall be made if such adjustment would result in an increase of the Conversion Price then in effect.

(iv)          Calculation of Consideration Received.  In case any Option is issued in connection with the issue or sale of other securities of the Company, together comprising one integrated transaction in which no specific consideration is allocated to such Options by the parties thereto, the Options will be deemed to have been issued for the difference of (x) the aggregate fair market value of such Options and other securities issued or sold in such integrated transaction, less (y) the fair market value of the securities other than such Option, issued or sold in such transaction and the other securities issued or sold in such integrated transaction will be deemed to have been issued or sold for the balance of the consideration received by the Company.  If any Common Stock, Options or Convertible Securities are issued or sold or deemed to have been issued or sold for cash, the consideration received therefor will be deemed to be the gross amount raised by the Company; provided, however, that such gross amount is not greater than 110% of the net amount received by the Company therefor.  If any Common Stock, Options or Convertible Securities are issued or sold for a consideration other than cash, the amount of the consideration other than cash received by the Company will be the fair value of such consideration, except where such consideration consists of securities, in which case the amount of consideration received by the Company will be the Closing Bid Price of such securities on the date of receipt.  If any Common Stock, Options or Convertible Securities are issued to the owners of the non-surviving entity in connection with any merger in which the Company is the surviving entity, the amount of consideration therefor will be deemed to be the fair value of such portion of the net assets and business of the non-surviving entity as is attributable to such Common Stock, Options or Convertible Securities, as the case may be.  The fair value of any consideration other than cash or securities will be determined jointly by the Company and the Holder.  If such parties are unable to reach agreement within ten (10) days after the occurrence of an event requiring valuation (the "Valuation Event"), the fair value of such consideration will be determined within five (5) Business Days after the tenth (10th) day following the Valuation Event by an independent, reputable appraiser jointly selected by the Company and the Holder.  The determination of such appraiser shall be deemed binding upon all parties absent manifest error and the fees and expenses of such appraiser shall be borne by the Company.

(v)          Record Date.  If the Company takes a record of the holders of Common Stock for the purpose of entitling them (A) to receive a dividend or other distribution payable in Common Stock, Options or in Convertible Securities or (B) to subscribe for or purchase Common Stock, Options or Convertible Securities, then such record date will be deemed to be the date of the issue or sale of the Common Stock deemed to have been issued or sold upon the declaration of such dividend or the making of such other distribution or the date of the granting of such right of subscription or purchase, as the case may be.

(b)           Adjustment of Conversion Price upon Subdivision or Combination of Common Stock.  If the Company, at any time while this Debenture is outstanding, shall (a) pay a stock dividend or otherwise make a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock, (b) subdivide outstanding shares of Common Stock into a larger number of shares, (c) combine (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (d) issue by reclassification of shares of the Common Stock any shares of capital stock of the Company, then the Conversion Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding before such event and of which the denominator shall be the number of shares of Common Stock outstanding after such event. Any adjustment made pursuant to this Section shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.

(c)           Purchase Rights.  If at any time the Company grants, issues or sells any Options, Convertible Securities or rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of Common Stock (the "Purchase Rights"), then the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of shares of Common Stock acquirable upon complete conversion of this Debenture (without taking into account any limitations or restrictions on the convertibility of this Debenture) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights.

(d)           Other Events.  If any event occurs of the type contemplated by the provisions of this Section 5 but not expressly provided for by such provisions (including, without limitation, the granting of stock appreciation rights, phantom stock rights or other rights with equity features), then the Company's Board of Directors will make an appropriate adjustment in the Conversion Price so as to protect the rights of the Holder under this Debenture; provided that no such adjustment will increase the Conversion Price as otherwise determined pursuant to this Section 5.

(e)           Other Corporate Events.  In addition to and not in substitution for any other rights hereunder, prior to the consummation of any Fundamental Transaction pursuant to which holders of shares of Common Stock are entitled to receive securities or other assets with respect to or in exchange for shares of Common Stock (a "Corporate Event"), the Company shall make appropriate provision to insure that the Holder will thereafter have the right to receive upon a conversion of this Debenture, at the Holder's option, (i) in addition to the shares of Common Stock receivable upon such conversion, such securities or other assets to which the Holder would have been entitled with respect to such shares of Common Stock had such shares of Common Stock been held by the Holder upon the consummation of such Corporate Event (without taking into account any limitations or restrictions on the convertibility of this Debenture) or (ii) in lieu of the shares of Common Stock otherwise receivable upon such conversion, such securities or other assets received by the holders of shares of Common Stock in connection with the consummation of such Corporate Event in such amounts as the Holder would have been entitled to receive had this Debenture initially been issued with conversion rights for the form of such consideration (as opposed to shares of Common Stock) at a conversion rate for such consideration commensurate with the Conversion Rate.  Provision made pursuant to the preceding sentence shall be in a form and substance satisfactory to the Required Holders.  The provisions of this Section shall apply similarly and equally to successive Corporate Events and shall be applied without regard to any limitations on the conversion or redemption of this Debenture.

(f)           Whenever the Conversion Price is adjusted pursuant to Section 5 hereof, the Company shall promptly mail to the Holder a notice setting forth the Conversion Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment.

(g)           In case of any (1) merger or consolidation of the Company or any subsidiary of the Company with or into another Person, or (2) sale by the Company or any subsidiary of the Company of more than one-half of the assets of the Company in one or a series of related transactions, a Holder shall have the right to (A) exercise any rights under Section 2(b), (B) convert the aggregate amount of this Debenture then outstanding into the shares of stock and other securities, cash and property receivable upon or deemed to be held by holders of Common Stock following such merger, consolidation or sale, and such Holder shall be entitled upon such event or series of related events to receive such amount of securities, cash and property as the shares of Common Stock into which such aggregate principal amount of this Debenture could have been converted immediately prior to such merger, consolidation or sales would have been entitled, or (C) in the case of a merger or consolidation, require the surviving entity to issue to the Holder a convertible Debenture with a principal amount equal to the aggregate principal amount of this Debenture then held by such Holder, plus all accrued and unpaid interest and other amounts owing thereon, which such newly issued convertible Debenture shall have terms identical (including with respect to conversion) to the terms of this Debenture, and shall be entitled to all of the rights and privileges of the Holder of this Debenture set forth herein and the agreements pursuant to which this Debentures were issued. In the case of clause (C), the conversion price applicable for the newly issued shares of convertible preferred stock or convertible Debentures shall be based upon the amount of securities, cash and property that each share of Common Stock would receive in such transaction and the Conversion Price in effect immediately prior to the effectiveness or closing date for such transaction. The terms of any such merger, sale or consolidation shall include such terms so as to continue to give the Holder the right to receive the securities, cash and property set forth in this Section upon any conversion or redemption following such event. This provision shall similarly apply to successive such events.

(6)          REISSUANCE OF THIS DEBENTURE.

(a)           Transfer.  If this Debenture is to be transferred, the Holder shall surrender this Debenture to the Company, whereupon the Company will, subject to the satisfaction of the transfer provisions of the Securities Purchase Agreement, forthwith issue and deliver upon the order of the Holder a new Debenture (in accordance with Section 6(d)), registered in the name of the registered transferee or assignee, representing the outstanding Principal being transferred by the Holder and, if less then the entire outstanding Principal is being transferred, a new Debenture (in accordance with Section 6(d)) to the Holder representing the outstanding Principal not being transferred.  The Holder and any assignee, by acceptance of this Debenture, acknowledge and agree that, by reason of the provisions of Section 4(b)(iii) following conversion or redemption of any portion of this Debenture, the outstanding Principal represented by this Debenture may be less than the Principal stated on the face of this Debenture.

(b)           Lost, Stolen or Mutilated Debenture.  Upon receipt by the Company of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Debenture, and, in the case of loss, theft or destruction, of any indemnification undertaking by the Holder to the Company in customary form and, in the case of mutilation, upon surrender and cancellation of this Debenture, the Company shall execute and deliver to the Holder a new Debenture (in accordance with Section 6(d)) representing the outstanding Principal.

(c)           Debenture Exchangeable for Different Denominations.  This Debenture is exchangeable, upon the surrender hereof by the Holder at the principal office of the Company, for a new Debenture or Debentures (in accordance with Section 6(d)) representing in the aggregate the outstanding Principal of this Debenture, and each such new Debenture will represent such portion of such outstanding Principal as is designated by the Holder at the time of such surrender.

(d)           Issuance of New Debentures.  Whenever the Company is required to issue a new Debenture pursuant to the terms of this Debenture, such new Debenture (i) shall be of like tenor with this Debenture, (ii) shall represent, as indicated on the face of such new Debenture, the Principal remaining outstanding (or in the case of a new Debenture being issued pursuant to Section 6(a) or Section 6(c), the Principal designated by the Holder which, when added to the principal represented by the other new Debentures issued in connection with such issuance, does not exceed the Principal remaining outstanding under this Debenture immediately prior to such issuance of new Debentures), (iii) shall have an issuance date, as indicated on the face of such new Debenture, which is the same as the Issuance Date of this Debenture, (iv) shall have the same rights and conditions as this Debenture, and (v) shall represent accrued and unpaid Interest from the Issuance Date.

(7)           NOTICES.    Any notices, consents, waivers or other communications required or permitted to be given under the terms hereof must be in writing and will be deemed to have been delivered:  (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by facsimile (provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending party); or (iii) one (1) Trading Day after deposit with a nationally recognized overnight delivery service, in each case properly addressed to the party to receive the same.  The addresses and facsimile numbers for such communications shall be:

If to the Company, to:	NeoMedia Technologies Inc.
	Two Concourse Parkway, Suite 500
	Atlanta, GA 30328
	Attention:  Chief Executive Officer or Chief Financial Officer
	Telephone:	678-638-0460
	Facsimile:	678-638-0466
With a copy to:	K&L Gates LLP
	200 South Biscayne Boulevard – Suite 3900
	Miami, FL  33131-2399
	Attention:	Clayton E. Parker, Esq.
	Telephone:	(305) 539-3300
	Facsimile:	(305) 358-7095

If to the Holder:	YA Global Investments, LP
	101 Hudson Street, Suite 3700
	Jersey City, NJ  07302
	Attention:	Mark Angelo
	Telephone:	(201) 985-8300
With a copy to:	David Gonzalez, Esq.
	101 Hudson Street – Suite 3700
	Jersey City, NJ 07302
	Telephone:	(201) 985-8300
	Facsimile:	(201) 985-8266

or at such other address and/or facsimile number and/or to the attention of such other person as the recipient party has specified by written notice given to each other party three (3) Business Days prior to the effectiveness of such change.  Written confirmation of receipt (i) given by the recipient of such notice, consent, waiver or other communication, (ii) mechanically or electronically generated by the sender's facsimile machine containing the time, date, recipient facsimile number and an image of the first page of such transmission or (iii) provided by a nationally recognized overnight delivery service, shall be rebuttable evidence of personal service, receipt by facsimile or receipt from a nationally recognized overnight delivery service in accordance with clause (i), (ii) or (iii) above, respectively.

(8)          Except as expressly provided herein, no provision of this Debenture shall alter or impair the obligations of the Company, which are absolute and unconditional, to pay the principal of, interest and other charges (if any) on, this Debenture at the time, place, and rate, and in the coin or currency, herein prescribed.  This Debenture is a direct obligation of the Company. As long as this Debenture is outstanding, the Company shall not and shall cause their subsidiaries not to, without the consent of the Holder, (i) amend its certificate of incorporation, bylaws or other charter documents so as to adversely affect any rights of the Holder (which shall include combining (by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares); (ii) repay, repurchase or offer to repay, repurchase or otherwise acquire shares of its Common Stock or other equity securities other than as to the Underlying Shares to the extent permitted or required under the Transaction Documents; or (iii) enter into any agreement with respect to any of the foregoing.

(9)          This Debenture shall not entitle the Holder to any of the rights of a stockholder of the Company, including without limitation, the right to vote, to receive dividends and other distributions, or to receive any notice of, or to attend, meetings of stockholders or any other proceedings of the Company, unless and to the extent converted into shares of Common Stock in accordance with the terms hereof.

(10)        No indebtedness of the Company is senior to this Debenture in right of payment, whether with respect to interest, damages or upon liquidation or dissolution or otherwise.  Without the Holder’s consent, the Company will not and will not permit any of their subsidiaries to, directly or indirectly, enter into, create, incur, assume or suffer to exist any indebtedness of any kind, on or with respect to any of its property or assets now owned or hereafter acquired or any interest therein or any income or profits there from that is senior in any respect to the obligations of the Company under this Debenture.

(11)        This Debenture shall be governed by and construed in accordance with the laws of the State of New Jersey, without giving effect to conflicts of laws thereof.  Each of the parties consents to the jurisdiction of the Superior Courts of the State of New Jersey sitting in Hudson County, New Jersey and the U.S. District Court for the District of New Jersey sitting in Newark, New Jersey in connection with any dispute arising under this Debenture and hereby waives, to the maximum extent permitted by law, any objection, including any objection based on forum non conveniens to the bringing of any such proceeding in such jurisdictions.

(12)        If the Company fails to strictly comply with the terms of this Debenture, then the Company shall reimburse the Holder promptly for all fees, costs and expenses, including, without limitation, attorneys’ fees and expenses incurred by the Holder in any action in connection with this Debenture, including, without limitation, those incurred: (i) during any workout, attempted workout, and/or in connection with the rendering of legal advice as to the Holder’s rights, remedies and obligations, (ii) collecting any sums which become due to the Holder, (iii) defending or prosecuting any proceeding or any counterclaim to any proceeding or appeal; or (iv) the protection, preservation or enforcement of any rights or remedies of the Holder.

(13)        Any waiver by the Holder of a breach of any provision of this Debenture shall not operate as or be construed to be a waiver of any other breach of such provision or of any breach of any other provision of this Debenture. The failure of the Holder to insist upon strict adherence to any term of this Debenture on one or more occasions shall not be considered a waiver or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Debenture. Any waiver must be in writing.

(14)        If any provision of this Debenture is invalid, illegal or unenforceable, the balance of this Debenture shall remain in effect, and if any provision is inapplicable to any person or circumstance, it shall nevertheless remain applicable to all other persons and circumstances. If it shall be found that any interest or other amount deemed interest due hereunder shall violate applicable laws governing usury, the applicable rate of interest due hereunder shall automatically be lowered to equal the maximum permitted rate of interest. The Company covenants (to the extent that it may lawfully do so) that it shall not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law or other law which would prohibit or forgive the Company from paying all or any portion of the principal of or interest on this Debenture as contemplated herein, wherever enacted, now or at any time hereafter in force, or which may affect the covenants or the performance of this indenture, and the Company (to the extent it may lawfully do so) hereby expressly waives all benefits or advantage of any such law, and covenants that it will not, by resort to any such law, hinder, delay or impeded the execution of any power herein granted to the Holder, but will suffer and permit the execution of every such as though no such law has been enacted.

(15)        Whenever any payment or other obligation hereunder shall be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day.

(16)        THE PARTIES HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT ANY OF THEM MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY TRANSACTION DOCUMENT OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY.  THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE PARTIES’ ACCEPTANCE OF THIS AGREEMENT.

(17)        CERTAIN DEFINITIONS    For purposes of this Debenture, the following terms shall have the following meanings:

(a)           “Approved Stock Plan” means a stock option plan that has been approved by the Board of Directors of the Company, pursuant to which the Company’s securities may be issued only to any employee, officer, or director for services provided to the Company.

(b)           "Bloomberg" means Bloomberg Financial Markets.

(c)           “Business Day” means any day except Saturday, Sunday and any day which shall be a federal legal holiday in the United States or a day on which banking institutions are authorized or required by law or other government action to close.

(d)           “Change of Control Transaction” means the occurrence of (a) an acquisition after the date hereof by an individual or legal entity or “group” (as described in Rule 13d-5(b)(1) promulgated under the Exchange Act) of effective control (whether through legal or beneficial ownership of capital stock of the Company, by contract or otherwise) of in excess of fifty percent (50%) of the voting securities of the Company (except that the acquisition of voting securities by the Holder or any other current holder of convertible securities of the Company shall not constitute a Change of Control Transaction for purposes hereof), (b) a replacement at one time or over time of more than one-half of the members of the board of directors of the Company which is not approved by a majority of those individuals who are members of the board of directors on the date hereof (or by those individuals who are serving as members of the board of directors on any date whose nomination to the board of directors was approved by a majority of the members of the board of directors who are members on the date hereof), (c) the merger, consolidation or sale of fifty percent (50%) or more of the assets of the Company or any subsidiary of the Company in one or a series of related transactions with or into another entity, or (d) the execution by the Company of an agreement to which the Company is a party or by which it is bound, providing for any of the events set forth above in (a), (b) or (c).

(e)           “Closing Bid Price” means the price per share in the last reported trade of the Common Stock on a Primary Market or on the exchange which the Common Stock is then listed as quoted by Bloomberg.

(f)           “Convertible Securities” means any stock or securities (other than Options) directly or indirectly convertible into or exercisable or exchangeable for Common Stock.

(g)           “Commission” means the Securities and Exchange Commission.

(h)           “Common Stock” means the common stock, par value $.01, of the Company and stock of any other class into which such shares may hereafter be changed or reclassified.

(i)           “Default Conversion Price” means, the lower of (i) the Fixed Conversion Price and (ii) that price which shall be computed as 50% of the lowest daily Volume Weighted Average Price of the Common Stock during the 10 consecutive Trading Days immediately preceding the applicable Conversion Date.  All such determinations to be appropriately adjusted for any stock split, stock dividend, stock combination or other similar transaction

(j)           "Equity Conditions" means that each of the following conditions is satisfied:  (i) on each day during the period beginning two (2) weeks prior to the applicable date of determination and ending on and including the applicable date of determination (the "Equity Conditions Measuring Period"), either (x) the Underlying Shares Registration Statement filed pursuant to the Registration Rights Agreement shall be effective and available for the resale of all applicable shares of Common Stock to be issued in connection with the event requiring determination or (y) all applicable shares of Common Stock to be issued in connection with the event requiring determination shall be eligible for sale without restriction and without the need for registration under any applicable federal or state securities laws; (ii) on each day during the Equity Conditions Measuring Period, the Common Stock is designated for quotation on the Principal Market and shall not have been suspended from trading on such exchange or market nor shall delisting or suspension by such exchange or market been threatened or pending either (A) in writing by such exchange or market or (B) by falling below the then effective minimum listing maintenance requirements of such exchange or market; (iii) during the Equity Conditions Measuring Period, the Company shall have delivered Conversion Shares upon conversion of the Debentures to the Holder on a timely basis as set forth in Section 4(b)(ii) hereof; (iv) any applicable shares of Common Stock to be issued in connection with the event requiring determination may be issued in full without violating Section 4(c) hereof and the rules or regulations of the Primary Market; (v) during the Equity Conditions Measuring Period, there shall not have occurred either (A) an Event of Default or (B) an event that with the passage of time or giving of notice would constitute an Event of Default; and (vii) the Company shall have no knowledge of any fact that would cause (x) the Registration Statements required pursuant to the Registration Rights Agreement not to be effective and available for the resale of all applicable shares of Common Stock to be issued in connection with the event requiring determination or (y) any applicable shares of Common Stock to be issued in connection with the event requiring determination not to be eligible for sale without restriction and without the need for registration under any applicable federal or state securities laws.

(k)           "Equity Conditions Failure" means that on any applicable date the Equity Conditions have not been satisfied (or waived in writing by the Holder).

(l)           “Exchange Act” means the Securities Exchange Act of 1934, as amended.

(m)           “Excluded Securities” means, (a) shares issued or deemed to have been issued by the Company pursuant to an Approved Stock Plan (b) shares of Common Stock issued or deemed to be issued by the Company upon the conversion, exchange or exercise of any right, option, obligation or security outstanding on the date prior to date of the Securities Purchase Agreement, provided that the terms of such right, option, obligation or security are not amended or otherwise modified on or after the date of the Securities Purchase Agreement, and provided that the conversion price, exchange price, exercise price or other purchase price is not reduced, adjusted or otherwise modified and the number of shares of Common Stock issued or issuable is not increased (whether by operation of, or in accordance with, the relevant governing documents or otherwise) on or after the date of the Securities Purchase Agreement, (c) shares issued in connection with any acquisition by the Company, whether through an acquisition of stock or a merger of any business, assets or technologies, leasing arrangement or any other transaction the primary purpose of which is not to raise equity capital, and (d) the shares of Common Stock issued or deemed to be issued by the Company upon conversion of this Debenture.

(n)           “Options” means any rights, warrants or options to subscribe for or purchase shares of Common Stock or Convertible Securities.

(o)           “Original Issue Date” means the date of the first issuance of this Debenture regardless of the number of transfers and regardless of the number of instruments, which may be issued to evidence such Debenture.

(p)           “Person” means a corporation, an association, a partnership, organization, a business, an individual, a government or political subdivision thereof or a governmental agency.

(q)            “Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

(r)           “Securities Purchase Agreement” means the Securities Purchase Agreement dated July 29, 2008 by and among the Company and the Buyers listed on Schedule I attached thereto, and any amendments and supplements thereto.

(s)           “Trading Day” means a day on which the shares of Common Stock are quoted on the OTCBB or quoted or traded on such Primary Market on which the shares of Common Stock are then quoted or listed; provided, that in the event that the shares of Common Stock are not listed or quoted, then Trading Day shall mean a Business Day.

(t)           “Transaction Documents” means the Securities Purchase Agreement, all amendments thereto, and the agreement dated July 15, 2009 relating to the Securities Purchase Agreement, and any other agreement delivered in connection with the Securities Purchase Agreement including, without limitation, the Security Documents, the Irrevocable Transfer Agent Instructions, and the Registration Rights Agreement.

(u)           “Underlying Shares” means the shares of Common Stock issuable upon conversion of this Debenture or as payment of interest in accordance with the terms hereof.

(v)           “Underlying Shares Registration Statement” means a registration statement meeting the requirements set forth in the Registration Rights Agreement, covering among other things the resale of the Underlying Shares and naming the Holder as a “selling stockholder” thereunder.

(w)           "Volume Weighted Average Price" means, for any security as of any date, the daily dollar volume-weighted average price for such security as reported by Bloomberg through its “Historical Price Table Screen (HP)” with Market: Weighted Ave function selected, or, if no dollar volume-weighted average price is reported for such security by Bloomberg, the average of the highest closing bid price and the lowest closing ask price of any of the market makers for such security as reported in the "pink sheets" by Pink Sheets LLC.

(x)           "Warrants" has the meaning ascribed to such term in the Securities Purchase Agreement, and shall include all warrants issued in exchange therefor or replacement thereof.

[Signature Page Follows]

IN WITNESS WHEREOF, the Company has caused this Secured Convertible Debenture to be duly executed by a duly authorized officer as of the date set forth above.

COMPANY:
NEOMEDIA TECHNOLOGIES INC.
By:	/s/ Michael W. Zima
Name:	Michael Zima
Title:	Chief Financial Officer

EX-10.20

ASSET PURCHASE AND SALE AGREEMENT

This Asset Purchase and Sale Agreement (the “Agreement”) is made and executed as of the 17th day of July, 2009, by and between NeoMedia Technologies, Inc., a company organized under the laws of  the State of Delaware, United States of America, with its principal offices located at Two Concourse Parkway, Suite 500, Atlanta, GA 30328, USA (the “Seller”) and Silver Bay Software LLC, a Limited Liability Company organized under the laws of the State of Delaware, with its principal place of business located at 100 Adams Street, Dunstable, MA, 01827, USA (the “Purchaser”) (collectively referred to herein as “Parties” or individually as “Party”). This Agreement shall be effective July 17, 2009 (the “Effective Date”).

WITNESSETH

WHEREAS, Seller owns or controls, or both, all rights to the Products identified in Schedule 1, and related technology and know-how and associated software, documentation, hardware, peripheral equipment, customer lists, customer agreements, service history, and other related items, listed on Schedule 2 (the items listed on Schedules 1 and 2 are collectively to herein as the “Assets”), all of which together allow customers of Seller who are listed in Schedule 3 to print specific, individualized bar codes; and

WHEREAS, Purchaser wishes to purchase the Assets and Seller is willing to sell the Assets in exchange for consideration as described below.

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged by each of the Parties hereto, the Parties agree as follows:

ARTICLE I. DEFINITIONS

1.1           “Confidential Information” shall mean all information disclosed to a Party (“Receiving Party”) by the other Party (“Disclosing Party”) in connection with this Agreement that is conveyed (a) in written, graphic, or other tangible form and conspicuously marked “confidential”, “proprietary” or in some other manner to indicate its confidential or proprietary nature; or (b) orally, provided that such information is designated in writing as confidential or proprietary within thirty (30) days of such oral disclosure. Additionally, subject to Article VI below, the following information shall be deemed Confidential Information even if not conspicuously marked “confidential” or “proprietary”: all know-how in whatever form, documentation, formulations, algorithms, compilations, manuals, manufacturing processes, business methods, computer programs, symbols, or other know-how and supporting material related to the research, development, manufacture, marketing, sale, copyrights, trademarks, patents, technology, trade secrets and internal management systems relating to the Assets, whether conveyed verbally, in writing, on diskette, on tape or other media.

1.2           “Product” or “Products” shall mean, individually and collectively, those software products listed in Schedule 1.

1.3           “Documentation” shall mean all elements of Know-how, software, customer agreements, service history and other Licensed Technology that are in writing or other tangible form.

1.4           “Know-how” shall mean all trade secrets and Confidential Information, including process or production information, formulas, information on compositions of matter, techniques or methods related to the manufacture, package, assembly, marketing, sale or distribution of the Licensed Products, Know-how or Licensed Technology.

1.5           “Transferred Technology” shall mean, individually and collectively, the Know-how, and Confidential Information which are sold pursuant to the terms of this Agreement, and are necessary for the marketing, sale or distribution of the Services and licensing of the Products, and which are being sold by the Seller to the Purchaser pursuant to this Agreement.

1.6           “Covered Products” shall mean the Products themselves, as well as any product that is manufactured, used, marketed, distributed or sold by Purchaser or any of its Subsidiaries or affiliates using any of the Transferred Technology or Know-how.

1.7           “Licensed Copyrights” shall mean the Seller copyrighted material associated with any and all Products.

1.8           “Subsidiaries” shall mean those corporate entities in which a Party directly or indirectly owns 50% or more of the voting securities of such corporate entities, or is otherwise related to a Party through 50% or more of common ownership of the stock by the same parent.

1.9           “Customers” shall mean the listed persons and business and governmental entities set forth in Schedule 3 attached hereto as well as any successors, assigns or transferees of such persons and entities. “Customer” shall mean an individual person, business or governmental entity, and its successors, assigns or transferees, listed on Schedule 3.

1.10           “Services” shall include sales consultation, licensing, delivery, billing, installation support, technical support and any and other services required by customers to use the Products in the manner in which they are intended.

1.11           “Revenue” shall mean payments from Customers received by either Party on or after the Effective Date that result from the sale, lease, licensing, or maintenance of the Covered Products.  Explicitly excluded from the definition of Revenue shall be payments received by Purchaser related to products other than the Covered Products, or payments received for Covered Products from persons or entities who are not one of the Customers listed in Schedule 3, including their successors, assigns or transferees.

ARTICLE II. SALE OF ASSETS

2.1           As of the Effective Date, Purchaser shall purchase and accept, and Seller shall sell, assign, transfer, convey and deliver to Purchaser, all of Seller’s rights, titles and interests in and to the Assets. As of the Effective Date of this Agreement, except as may otherwise be set forth herein, Purchaser shall have all rights to, responsibilities for, obligations of , and liabilities related to the Assets and Seller shall be relieved of all such rights, responsibilities, obligations, and liabilities.

2.2           Seller shall assist Purchaser in transitioning Customer relationships from Seller to Purchaser. The Parties shall jointly draft and send to each Customer a letter advising the Customer of the fact that Purchaser will now be responsible for all future relations with Customers related to the services provided by means of the Assets (the “Services”) and how to contact Purchaser. In the event that, after the Effective Date, a Customer or other person or entity contacts Seller about any issue related to the Products, Services, or to the Assets themselves or the sale thereof to Purchaser, Seller shall refer such Customer to Purchaser. In the event any person or entity makes an inquiry of Seller about purchasing the Services or purchasing or licensing the Products, Seller shall refer such person or entity to Purchaser.

2.3           Upon the Effective Date, Purchaser shall be responsible for billing of, and have the rights to all Revenue from, all Customers and any and all other persons or entities who purchase Services or purchase or license Products after the Effective Date. To assist Purchaser in such billing, Seller shall make available to Purchaser, upon Purchaser’s request, copies of its billing record for the Customers. In the event Seller receives, on or after the Effective Date, a payment related to the Services or Products, Seller shall, within thirty (30) days, forward such payment in full to Purchaser, and such payment shall be considered Revenue as defined above. Seller shall have the sole right to any payments received by Seller prior to the Effective Date and shall have no obligation to forward such payments to Purchaser.

2.4           As of the Effective Date, Purchaser shall be responsible for providing the Services to the Customers, including but not limited to responding to and rectifying any Customer service claims or complaints, whether the matter that gave rise to such claim or complaint occurred prior to or after the Effective Date.

2.5           Purchaser shall not represent to any entity or person, in any manner, that it represents, acts on behalf of, is an agent for, or is otherwise authorized to bind or act on behalf of Seller.

2.6           As of the Effective Date, Purchaser shall have the exclusive right to prosecute, maintain, defend and enforce the Assets referred to in this Agreement, entirely at its own cost and discretion and Seller shall have no right or obligation to take any action for the prosecution, maintenance, defense or enforcement of the Assets in any way.

2.7           Except for the Assets sold under this Agreement, Purchaser is not granted any license or other rights relating to the products or patents or other intellectual property rights of the Seller whether by implication or otherwise.

ARTICLE III. REVENUES AND ROYALTY

3.1           Purchaser shall be entitled to all Revenues received on or after the Effective Date. In consideration for its acquisition of the Assets, Purchaser shall pay to Seller a royalty of twenty percent (20%) of the Revenues received during the three (3) year period commencing on the Effective Date (the “Royalty”), subject to the Credit defined below.

3.2           The Parties acknowledge and agree that certain changes and upgrades may have to be made to the Assets in order for the Services to continue to perform in a satisfactory manner. Purchaser shall be solely responsible, at its sole expense, for making any such changes and upgrades that the Purchaser, in its sole discretion, deems necessary and Purchaser shall make such changes in a manner and in a time frame that does not adversely affect the Customers. However, Purchaser assumes all liabilities to make such changes consistent with its assumption of all liabilities and obligations to the Customers under the license agreements assumed by Purchaser in this Agreement and in the license agreements with the Customers.  In consideration for making such changes and upgrades, Purchaser shall receive a credit against the Royalty of no more than Fifty Thousand Dollars ($50,000) (the “Credit”). This Credit shall be applied against the Royalty as a credit to the amount Purchaser otherwise owes Seller as a Royalty for that quarter until the accumulated credits against the royalty shall equal but not exceed $50,000. Thereafter the Royalty shall be paid to the Purchaser in full.

3.3           Payment of Royalties shall be made on a quarterly basis. Each payment shall be made within thirty (30) days after the end of each quarter and shall include a summary statement of the Revenues, the Royalty calculation and the Credit applied, if any. In the event of termination of this Agreement, a final Royalty payment shall be made within thirty (30) days following such termination.

3.3           All payments owed to Seller pursuant to this Article III Revenues and Royalty shall be made in U.S. Dollars in accordance with payment instructions given by Seller.

ARTICLE IV. WARRANTIES

No warranties, express, implied or statutory are made with respect to the Assets or any part thereof except as expressly set forth in this Section.

4.1.           The Seller represents and warrants that: (i) the Seller is duly authorized and has the requisite power and authority to enter into this Agreement and to perform Seller’s obligations hereunder; (ii) the Seller has full right and title to the Assets without encumbrance or lien and the right to sell the Assets; (iii) the execution, delivery and performance by the Seller of this Agreement will not violate any provision of any applicable law or regulation presently in effect or any provision of its constituent documents or result in a breach of any agreement, obligation or restriction by which the Seller is bound; (iv) this Agreement is a legal, valid and binding obligation of Seller, enforceable against the Seller in accordance with the Agreement’s terms and conditions; (v) the Seller is not under any obligation to any person, contractual or otherwise, conflicting or inconsistent in any respect with the terms of this Agreement or which would impede the diligent and complete fulfillment of the Seller’s obligations hereunder; and (vi) the Assets sold by the Seller hereunder are provided on an “AS IS” basis and subject to the further limitations set forth in Section 4.3 below.

4.2           Purchaser represents and warrants that: (i) Purchaser is authorized by its board of directors or shareholders’ meeting to have the requisite power and authority to enter into this Agreement and to perform Purchaser’s obligations hereunder; (ii) Purchaser has conducted sufficient due diligence investigation with respect to the Assets in all respects, including but not limited to, the technical effectiveness thereof; (iii) the execution, delivery and performance by the Purchaser of this Agreement will not violate any provision of any applicable law or regulation presently in effect or any provision of the Purchaser’s constituent documents or result in a breach of any agreement, obligation or restriction by which the Purchaser is bound; (iv) this Agreement is a legal, valid and binding obligation of Purchaser, enforceable against the Purchaser in accordance with the Agreement’s terms and conditions; (v) the Purchaser is not under any obligation to any person, contractual or otherwise, conflicting or inconsistent in any respect with the terms of this Agreement or which would impede the diligent and complete fulfillment of the Purchaser’s obligations hereunder; and (vi) the Assets purchased by it hereunder are purchased on an “AS IS” basis and subject to the further limitations set forth in Section 4.3 below.

4.3           The provisions of Article IV allocate the risks under this Agreement between the Seller and the Purchaser, and the respective benefits and obligations described herein reflect such allocation of risk and the limitation of liability agreed to under this Agreement. Nothing in this Article IV shall be construed as: (i) a warranty or representation by Seller as to the validity or scope of any component of the Assets; or (ii) a warranty or representation that anything made, used, sold or otherwise disposed of under this Agreement does not or will not infringe the intellectual property rights of third parties; or (iii) a requirement that either Party shall file any patent application, secure any patent or maintain any patent in force; or (iv) conferring a right to use in advertising, publicity or otherwise any trademark or tradename of the other Party; or (v) granting by implication, estoppel or otherwise any License or rights under any patent, technology, trademark or copyright other than the Assets, Know-how and Licensed Copyrights.

THE WARRANTIES EXPRESSLY SET FORTH IN THIS SECTION ABOVE ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, AND THERE ARE NO OTHER REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER WRITTEN, ORAL, EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. SELLER SHALL NOT HAVE ANY LIABILITY OF ANY NATURE WITH REGARD TO THE VALUE, ADEQUACY, FREEDOM FROM FAULT OR INFRINGEMENT, QUALITY, EFFICIENCY, SUITABILITY, EFFECTIVENESS, ACCURACY, CHARACTERISTICS, VALIDITY, SCOPE OR USEFULNESS OF THE ASSETS, INCLUDING BUT NOT LIMITED TO ANY LICENSED TECHNOLOGY, KNOW-HOW, OR LICENSED TRADEMARK & COPYRIGHT. IN NO EVENT WILL THE SELLER OR ANY OF ITS SUPPLIERS, SUBSIDIARIES, EMPLOYEES, OFFICERS, DIRECTORS OR AGENTS BE LIABLE FOR: (1) LOST PROFITS, LOST DATA OR LOST USE, OR ANY OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES, OR FOR ANY INDIRECT, SPECIAL OR PUNITIVE DAMAGES REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT PRODUCT LIABILITY OR OTHERWISE, EVEN IF SELLER OR ANY OF ITS SUPPLIERS, SUBSIDIARIES, EMPLOYEES, OFFICERS, DIRECTORS OR AGENTS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; (2) DAMAGES CAUSED BY THE PURCHASER’S FAILURE TO PERFORM ITS RESPONSIBILITIES UNDER THIS AGREEMENT; (3) REPAIRS OR ALTERATIONS TO THE LICENSED TECHNOLOGY OR LICENSED PRODUCTS DONE WITHOUT THE PRIOR WRITTEN APPROVAL OF THE SELLER; (4) USE OF THE ASSETS IN A MANNER THAT IS NOT AUTHORIZED BY THIS AGREEMENT; OR (5) THE MANUFACTURE, USE, MARKETING, DISTRIBUTION, SALE, OR OTHER DISPOSITION BY PURCHASER, ITS AFFILIATES OR SUBSIDIARIES OR THEIR VENDEES OR OTHER TRANSFEREES OF LICENSED PRODUCTS INCORPORATING OR SOLD IN CONNECTION WITH THE , KNOW-HOW, LICENSED TECHNOLOGY OR LICENSED TRADEMARKS & COPYRIGHTS. NOTHING CONTAINED IN THIS AGREEMENT SHALL BE CONSTRUED AS A WARRANTY OR REPRESENTATION THAT THE POSSESSION OR USE OF THE ASSETS WILL PRODUCE PRODUCTS FREE FROM DEFECTS OR INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES. NO DEMAND, CLAIM, SETTLEMENT, AWARD OR JUDGMENT BY OR TO ANY THIRD PARTY CONCERNING ANY OF THE FOREGOING ENTITLE PURCHASER TO REIMBURSEMENT OF ANY COMPENSATION OR ROYALTY PAID PURSUANT TO THIS AGREEMENT OR TO ANY OTHER RELIEF.

ARTICLE V. INDEMNIFICATION

5.1           Purchaser shall defend, indemnify and hold harmless Seller and its Subsidiaries, directors, officers, employees, agents, representatives and consultants thereof (“Indemnified Persons”) from and against any and all claims, actions, damages, losses, expenses, costs (including without limitation reasonable attorneys’ fees and litigation or arbitration costs) or other liability incurred by the Seller and Indemnified Persons, arising out of or relating to any allegation of or actual breach of any: (1) term or condition of this Agreement by Purchaser or its subsidiaries, affiliates, officers, directors, employees, agents, representatives, or consultants (“the Indemnifying Parties”); (2) representation, warranty or covenant of Purchaser or the Indemnifying Parties under this Agreement; (3) negligence or willful misconduct by Purchaser or the Indemnifying Parties and (4) alleged infringement or violation by Purchaser or the Indemnifying Parties of any third person’s intellectual property rights arising as a result of Purchaser’s or the Indemnifying Party’s use, sale, import, export, marketing, distribution or manufacture of the Assets outside the scope of the sale under this Agreement; provided, that Seller shall provide to Purchaser prompt written notice of any such claim for which indemnification is sought and shall further provide reasonable cooperation in the defense and all related settlement negotiations thereof. Purchaser shall have the sole right to control the defense of a claim for which indemnification is sought hereunder. Notwithstanding any of the foregoing, the Seller and the Indemnified Persons shall have the right, in its absolute discretion and at its sole cost, to employ attorneys of its own choice in the defense of such claim. Neither Party shall have any liability for claims arising out of the other Party’s use of the Assets, including but not limited to the Licensed Technology, Know-how, Licensed Patents, Licensed Trademarks & Copyrights or the Licensed Products whether authorized by this Agreement or otherwise.

5.2           Seller shall defend, indemnify and hold harmless Purchaser and its Subsidiaries, directors, officers, employees, agents, representatives and consultants thereof (“Indemnified Persons”) from and against any and all claims, actions, damages, losses, expenses, costs (including without limitation reasonable attorneys’ fees and litigation or arbitration costs) or other liability incurred by the Purchaser and Indemnified Persons, arising out of or relating to any allegation of or actual breach of any: (1) term or condition of this Agreement by Seller or its subsidiaries, affiliates, officers, directors, employees, agents, representatives, or consultants (“the Indemnifying Parties”); (2) representation, warranty or covenant of Seller or the Indemnifying Parties under this Agreement; (3) negligence or willful misconduct by Seller or the Indemnifying Parties and (4) alleged infringement or violation by Seller or the Indemnifying Parties of any third person’s intellectual property rights arising as a result of Seller’s or the Indemnifying Party’s use, sale, import, export, marketing, distribution or manufacture of the Assets outside the scope of the sale under this Agreement; provided, that Purchaser shall provide to Seller prompt written notice of any such claim for which indemnification is sought and shall further provide reasonable cooperation in the defense and all related settlement negotiations thereof. Seller shall have the sole right to control the defense of a claim for which indemnification is sought hereunder. Notwithstanding any of the foregoing, the Purchaser and the Indemnified Persons shall have the right, in its absolute discretion and at its sole cost, to employ attorneys of its own choice in the defense of such claim. Neither Party shall have any liability for claims arising out of the other Party’s use of the Assets, including but not limited to the Licensed Technology, Know-how, Licensed Patents, Licensed Trademarks & Copyrights or the Licensed Products whether authorized by this Agreement or otherwise.

5.3           The Indemnifying Persons in Section 5.1, shall further indemnify and hold harmless the Indemnified Persons in Section 5.1 for any claim by any person, whether or not a Customer, arising out of the sale or use of the Services, whether such claim arose prior to or after the Effective Date and whether or not such claim relates to an alleged failure of the Services to operate properly or in a manner consistent with any contractual obligation that Seller or Purchaser may have with the person. Not by way of limitation, but by way of example, this indemnity shall extend to claims made under tort or contract, or both, and claims for legal or equitable, or both, relief. This indemnity shall apply to any such claims whether or not either Party knew or should have known of such claim or potential claim.

ARTICLE VI. CONFIDENTIALITY

6.1           Neither Party shall originate or otherwise publish any news release, or other public announcement, written or oral, regarding this Agreement or the existence of an arrangement between the Parties without the prior written approval of the other Party. If either of the Parties learn Confidential Information of the other Party, such Party shall keep confidential the Confidential Information and shall not use or disclose, either directly or indirectly, to any person or entity the Confidential Information of the other Party for any purpose other than as provided for in this Agreement without the express, written permission of the other Party, except that each Party may: (i) use the Confidential Information of the other Party to carry out the activities expressly permitted hereunder; (ii) disclose the Confidential Information of the other Party to those persons who have a need to know such Confidential Information in order to carry out the activities expressly permitted hereunder on behalf of the Receiving Party and who are bound by confidentiality obligations no less stringent than those contained herein; and (iii) disclose the Confidential Information as required by law or orders from any government departments, legislative bodies or governing courts, provided that, in such event, the Receiving Party subject to such obligation shall promptly notify the Disclosing Party to allow intervention to contest or minimize the scope of the disclosure or apply for a protective order. Each Party agrees to take precautions to prevent unauthorized disclosure or use of the Confidential Information, and such precautions shall be consistent with the precautions used to protect the Receiving Party’s own confidential information of like significance, but in no event less than the care exercised by a reasonable business person in the protection of its valuable confidential information. In the event that the Receiving Party learns or has reason to believe that any person who has had access to the Confidential Information of the Disclosing Party has violated or intends to violate the terms of this Agreement, the Receiving Party shall immediately notify the Disclosing Party and shall cooperate with the Disclosing Party in seeking any relief against any such person or violation.

6.2           Notwithstanding anything to the contrary set forth herein, Confidential Information shall not include and the obligations of non-disclosure and confidentiality set forth in this Section shall not extend to (i) any information lawfully in the Receiving Party’s possession prior to the date of disclosure thereof by the Disclosing Party which is not otherwise subject to a confidentiality agreement, (ii) any information which is in the public domain or hereafter becomes a part thereof through no fault of the Receiving Party, (iii) any information that becomes available to the Receiving Party on a non-confidential and lawful basis from a source other than the Disclosing Party and not otherwise through a breach of a confidentiality and/or non-disclosure obligation by a third party, (iv) any information independently developed by the Receiving Party and as to which the Receiving Party can demonstrate by reasonable documentary proof is not based on the Disclosing Party’s Confidential Information, and is not otherwise subject to any protection by law, or (v) any information disclosed by the Disclosing Party to the Receiving Party that is expressed in writing by the Disclosing Party to be non-confidential.

ARTICLE VII. RECORDS AND REPORTS

7.1           Purchaser agrees to keep and maintain, in accordance with generally accepted accounting principles and procedures, complete and accurate customary records and books of account of all Revenues and of all sales, whether for cash or on credit, and all sales transactions underlying the Revenues. Seller shall be entitled, upon reasonable written notice, during business hours, through its duly authorized agents, attorneys, or accountants, to audit any and all such information in Purchaser’s records and books of account, bearing on Purchaser’s Revenues and sales underlying the Revenues. Seller shall be limited to one audit per calendar year unless Seller has reasonable reason to believe Purchaser is or has not reported accurately its Revenues or underlying sales. In such event, Seller may audit Purchaser’s records each quarter. If any such audit discloses that the payable Royalties were understated in Purchaser’s reports to Seller by five percent (5%) or more, Purchaser shall immediately pay to Seller one hundred and five percent (105%) of the additional payments due. In addition, if the understatement was more than five percent (5%) of the amount actually reported by Purchaser to Seller, Purchaser shall pay to Seller on demand Seller’s expenses incurred in such audit.

7.2           Notwithstanding any other provision of this Agreement, or termination of this Agreement for any reason, Purchaser shall maintain the records and reports referred to herein for a period of five (5) years after such records and reports are generated, or for any longer period as may be required under applicable law.

ARTICLE VIII. TAXES & INSURANCE

8.1           Each Party shall be responsible to pay all applicable taxes, levies, duties in connection with the Party’s respective benefits and obligations under this Agreement.

  ARTICLE IX. TERM AND TERMINATION

9.1           This Agreement shall remain in full force and effect for three (3) years after the Effective Date, unless this Agreement is terminated earlier for any reason provided for herein.

9.2.           Either Party may terminate this Agreement by giving not less than thirty (30) calendar days’ written notice to the other Party of a material breach of any of the terms or conditions of this Agreement by the other Party, if the other Party fails to cure its breach within the thirty (30) calendar days’ notice period.

9.3           The Seller may terminate this Agreement upon written notice in the event of any of the following occurrences: (i) that a petition for Purchaser’s bankruptcy has been filed and is not discharged within thirty (30) days, whether voluntary or involuntary; (ii) an assignment of Purchaser’s assets is made for the benefit of creditors; (iii) the appointment of a trustee or receiver is made to take charge of Purchaser’s business for any reason; or (iv) Purchaser becomes insolvent or ceases to conduct business in the normal course.

9.4           Upon termination of this Agreement for any reason, other than its expiration at the end of the three (3) year term following the Effective Date, all rights to the Assets shall revert to Seller and Purchaser shall have no further right to the Assets or the Revenues; rather, in such event, Seller shall be entitled to all subsequent Revenues and shall assume all rights, duties, obligations and liabilities pertaining to the Customers.  Such termination shall not relieve Purchaser of any financial liability or obligation which accrued prior to such termination, nor shall it affect any provision which shall be effective after such termination as stipulated or implied herein.

9.5           Upon the termination of this Agreement at the expiration of the three (3) year term following the Effective Date, Purchaser shall retain all rights, duties, obligations and liabilities pertaining to the Assets, and shall have no further liability or obligation to the Seller.

ARTICLE X. NOTICES

All notices, demands, requests or other communications given to, made or required hereunder shall be in writing and shall be deemed sufficiently given if sent by an internationally-recognized courier service, such as DHL or Federal Express, prepaid, for second business day delivery, properly addressed to the last-known address of the Party to which it is sent, or sent by telefacsimile during business hours in the recipient’s time zone to the last known telefax number of the Party with a confirmation copy sent the same business day by international courier as provided above. All notices, demands or requests so sent by international courier shall be deemed received when delivery is confirmed by the courier or receipt is refused, whichever is sooner. All notices so sent by telefacsimile shall be deemed received on the date transmitted, provided a confirmation report indicating successful transmission is retained by the Party giving notice and a copy is sent by international courier the same business day as provided above. Until a Party receives written notice in the manner herein prescribed to the contrary from the other Party, notices shall be sent to:

In case of Seller:

NeoMedia Technologies, Inc.

Attention CEO or CFO

Two Concourse Parkway

Suite 500

Atlanta, GA 30328

In case of PURCHASER:

Silver Bay Software LLC

Attention CEO

100 Adams Street

Dunstable, MA 01827

Either Party may change its address by giving written notice to the other Party in accordance with this Article, in which case such new address may be relied upon by the other Party as the last known address of such Party for purposes of this Article.

ARTICLE XI. ASSIGNMENT

11.1           This agreement shall inure to the benefit of, and be binding upon, each Parties’ respective assigns and successors.

11.2           The rights and obligations granted and imposed upon the Parties pursuant to this Agreement shall not be assignable or otherwise capable of delegation, transferable, or subject to encumbrance by act of either Party without the express written consent of the other Party. Such consent shall not be unreasonably withheld. For purposes of this paragraph, an “assignment” (and, as appropriate, “assign”) shall include, but shall not be limited to, any “Change in Control” which shall mean: (i) the acquisition, directly or indirectly, by any person or entity within any twelve month period of securities at issue (i.e., in the case of an assignment by the Purchaser, the Purchaser’s outstanding stock; in the case of a purchase by the Purchaser, the company being purchased) representing an aggregate of fifty percent (50%) or more of the combined voting power of Purchaser’s then outstanding securities; (ii) the sale or transfer of twenty percent (20%) or greater of either the assets or voting securities of Purchaser; or (iii) the consummation of (A) a merger, consolidation or other business combination of the Purchaser with any other entity or affiliate thereof, or (B) a plan of complete liquidation of Purchaser at issue or an agreement for the sale or disposition by Purchaser of all or substantially all of its assets.

ARTICLE XII. GOVERNING JURISDICTION AND DISPUTE RESOLUTION

12.1           All disputes arising in connection with this Agreement shall be finally settled in Atlanta, Georgia, through arbitration in accordance with the rules and procedures of the American Arbitration Association (the “Rules”).

12.2           Any decision rendered by any arbitration tribunal pursuant to this Article shall be final and binding on the Parties thereto, and judgment thereon may be entered by any court of competent jurisdiction. The Parties specifically agree that any arbitration tribunal shall be empowered to award and order equitable or injunctive relief with respect to matters brought before it.

12.3           Notwithstanding the terms of this Article or the provisions of the Rules, at any time before and after a demand notice is presented, the Parties shall be free to apply to any court of competent jurisdiction for interim or conservatory measures (including temporary conservatory injunctions). The Parties acknowledge and agree that any such action by a Party shall not be deemed to be a breach of such Party’s obligation to arbitrate all disputes under this Article or infringe upon the powers of any arbitral panel.

12.4           This Agreement shall be construed and enforced in accordance with the laws of the State of Georgia, United States of America without regard to its principles of conflicts of law.

ARTICLE XIII. SEVERABILITY, WAIVER, PARTS, ENTIRE AGREEMENT, AMENDMENT, FORCE MAJEURE, RELATIONSHIP OF PARTIES, NO THIRD-PARTY BENEFICIARIES

13.1           If a court or arbitrative panel of competent jurisdiction finds any provision of this Agreement to be invalid or unenforceable, the provisions of this Agreement shall be separable and such invalid or unenforceable term(s) shall be ineffective in the affected jurisdictions to the extent of such prohibition or unenforceability without invalidating the remaining provisions of this Agreement. The remaining provisions of this Agreement and the invalidated provisions in other non-affected jurisdictions shall remain in full force and effect until the Agreement terminates or expires.

13.2           The waiver by either Party of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach of that particular provision or any other provision of the Agreement. Failure by any Party at any time to enforce any of the provisions of this Agreement shall not affect or impair such provisions in any way, or the right of any Party at any time to avail itself of any remedies it may have for breach of such provisions pursuant to this Agreement, either in equity or in law.

13.3           This Agreement may be executed in multiple physical or facsimile counterparts, which together shall form a single agreement as if both Parties had executed the same document.

13.4           This Agreement constitutes the entire understanding between the Parties, and supersedes all previous undertakings, agreements, and understandings, whether oral or written, between the Parties hereto. No modification, amendment or alteration of this Agreement shall be effective unless agreed to in a writing signed by both Parties.

13.5           Notwithstanding any provisions herein, neither Party shall be held liable or responsible to the other Party for failure or delay in fulfilling or performing any obligation under this Agreement if such failure or delay is caused by actions, inactions or events which are beyond the reasonable control of the affected Party, the effect of which is to prevent or interfere with such Party’s performance hereunder, including but not limited to any weather; natural disasters; government action or inaction or other governmental laws, orders, restrictions, embargos or blockades; war; national or regional emergency; city riot or other civil disobedience; revolution or rebellion; strike or other work stoppage; fire; explosion; flood; sabotage; pestilence; accident or breakdown of machinery, unavailability of fuel, labor, containers or transportation facilities; accidents of navigation or breakdown or damage of vessels, or other conveyances for air, land or sea or other impediments or hindrances to transportation; or any other circumstances of like or different character commonly referred to as an act of God or force majeure. Each Party agrees to give the other Party prompt written notice of the occurrence of any such condition and shall make all reasonable efforts to perform despite such occurrence. In the event that such condition continues for more than three (3) months, the Parties may consult with each other to determine whether or not to terminate this Agreement.

13.6           The relationship between Seller and Purchaser is that of independent contractors with respect ot all matters related to this Agreement. Each Party agrees that it shall have no authority, whether express or implied, to make contracts, representations, warranties or any other obligations in the name of, or binding upon, the other Party.

13.7           This Agreement is made for the benefit of the Parties hereto and is not intended to benefit any third parties and shall not be available for enforcement or benefit of any third parties not a Party to this Agreement as evidenced by a duly authorized signature hereto.

IN WITNESS WHEREOF, the undersigned duly authorized representatives of the Parties hereto have executed this Agreement as of the day and year first written above.

NeoMedia Technologies, Inc.		Silver Bay Systems LLC
By:	/s/ Michael W. Zima	By:	/s/ Kevin Hunter
	Michael W. Zima		Kevin Hunter
	Chief Financial Officer		President

EX-10.21

 ASSET PURCHASE AND SALE AGREEMENT

This Asset Purchase and Sale Agreement (the “Agreement”) is made and executed as of the 17th day of July, 2009, by and between NeoMedia Technologies, Inc., a company organized under the laws of the State of Delaware, United States of America, with its principal offices located at Two Concourse Parkway, Suite 500, Atlanta, GA 30328, USA ( the “Seller”) and Greg Lindholm, an individual residing in, and subject to, the laws of the State of Florida, United States of America, with his principal place of business located at 586 Lakewood Drive, Oldsmar, FL 34677 (the “Purchaser”) (collectively referred to herein as “Parties” or individually as “Party”).  This Agreement shall be effective July 16, 2009 (the “Effective Date”).

WITNESSETH

WHEREAS, Seller owns or controls, or both all rights to certain intellectual property and related technology and know-how, known collectively as the Wang Interchange Source Processor (“WISP”), which is an integrated set of software utilities that facilitates the complete migration of Wang VS applications to UNIX and Windows (collectively, the “Assets”), all of which Assets are listed in Schedule 1 attached hereto;  and

WHEREAS, Purchaser wishes to purchase the Assets and Seller is willing to sell the Assets in exchange for a Royalty as described below.

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged by each of the Parties hereto, the Parties agree as follows:

ARTICLE I.   Definitions

1.1           “Confidential Information” shall mean all information disclosed to a Party (“Receiving Party”) by the other Party (“Disclosing Party”) in connection with this Agreement that is conveyed (a) in written, graphic, or other tangible form and conspicuously marked “confidential”, “proprietary” or in some other manner to indicate its confidential or proprietary nature; or (b) orally, provided that such information is designated in writing as confidential or proprietary within thirty (30) days of such oral disclosure. Additionally, subject to Article VI below, the following information shall be deemed Confidential Information even if not conspicuously marked “confidential” or “proprietary”:  all know-how in whatever form,  documentation, formulations, algorithms, compilations, manuals, manufacturing processes, business methods, computer programs, symbols, or other know-how and supporting material related to the research, development, manufacture, marketing, sale, copyrights, trademarks, patents, technology, trade secrets and internal management systems relating to the Assets, whether conveyed verbally, in writing, on diskette, on tape or other media.

1.2           “Documentation” shall mean all elements of Know-how, Software, customer agreements, service history and other Licensed Technology that are in writing or other tangible form.

1.3           “Know-how” shall mean all trade secrets and Confidential Information, including process or production information, formulas, information on compositions of matter, techniques or methods related to the manufacture, package, assembly, marketing, sale or distribution of the Licensed Products, Know-how or Licensed Technology.

1.4           “Licensed Products” shall mean any product that is manufactured, used, marketed, distributed or sold by Purchaser or any of its Subsidiaries or affiliates using any of the Licensed Technology or Know-how.

1.5           “Licensed Technology” shall mean, individually and collectively, the Know-how and Confidential Information which are sold pursuant to the terms of this Agreement, and are necessary for the marketing, sale or distribution of the services provided by the Assets, and which are being sold by the Seller to the Purchaser pursuant to this Agreement.

1.6           “Licensed Trademarks & Copyrights” shall mean the Seller trademarks of “WISP” and other related Seller trademarks, tradenames and copyrighted material associated with any and all Products made with the Licensed Technology, Licensed Patents and Know-how.

1.7           “Subsidiaries” shall mean those corporate entities in which a Party directly or indirectly owns 50% or more of the voting securities of such corporate entities, or is otherwise related to a Party through 50% or more of common ownership of the stock by the same parent.

1.8      “Customers” shall mean the listed persons and business and governmental entities who, as of the date of this Agreement, purchase services provided by means of the Assets (the “Services”) as set forth in Schedule 2 attached hereto, successors, assigns or transferees of such persons and business and governmental entities, and all other persons or business and governmental entities who may hereafter become a purchaser of the Services.  “Customer” shall mean an individual person or business or governmental entity, and its successors, assigns or transferees who, as of the date of this Agreement or who thereafter, purchases the Services.

ARTICLE II.  SALE OF ASSETS

2.1           As of the Effective Date, Purchaser shall purchase and accept, and Seller shall sell, assign, transfer, convey and deliver to Purchaser, all of Seller’s rights, titles and interests in and to the Assets.  As of the Effective Date of this Agreement, except as may otherwise be set forth herein, Purchaser shall have all rights to, responsibilities for, obligations of, and liabilities related to the Assets and Seller shall be relieved of all such rights, responsibilities, obligations, and liabilities.

2.2            Seller shall assist Purchaser in transitioning Customer relationships from Seller to Purchaser.  The Parties shall jointly draft and send to each Customer a letter advising the Customer of the fact that Purchaser will now be responsible for all future relations with Customers related to the Services and how to contact Purchaser.  In the event that, after the Effective Date, a Customer contacts Seller about any issue related to the Services, or to the Assets or sale thereof to Purchaser, Seller shall refer such Customer to Purchaser.  In the event any other person or entity makes an inquiry of Seller about purchasing the Services, Seller shall refer such person or entity to Purchaser.

2.3            Upon the Effective Date, Purchaser shall be responsible for billing of all Customers.  To assist Purchaser in such billing, Seller shall make available to Purchaser, upon Purchaser’s request and at Seller’s place of business, copies of its billing record for the Customers.  In the event a Customer remits to Seller, after the Effective Date, a payment due to Purchaser, Seller shall, within thirty (30) days, forward such payment in full to Purchaser.  Seller shall have the sole right to any payments received by Seller prior to the Effective Date and shall have no obligation to forward such payments to Purchaser.

2.4           As of the Effective Date, Purchaser shall be responsible for providing the Services to the Customers, including but not limited to responding to and rectifying any Customer service claims or complaints, whether the matter that gave rise to such claim or complaint occurred prior to or after the Effective Date. WISP support services are only provided to Customers who purchase and keep current a WISP Maintenance and Support Agreement, nothing in this agreement changes this or requires Purchaser to provide support beyond the level stated in the WISP Maintenance and Support Agreement.

2

2.5           Purchaser shall not represent to any entity or person, in any manner, that it represents, acts on behalf of, is an agent for, or is otherwise authorized to bind or act on behalf of Seller.

2.6           As of the Effective Date, Purchaser shall have the exclusive right to prosecute, maintain, defend and enforce the Assets, entirely at its own cost and discretion and Seller shall have no obligation to take any action for the prosecution, maintenance, defense or enforcement of the Assets in any way.

2.7           Except for the Assets sold under this Agreement, Purchaser is not granted any license or other rights relating to the products or patents or other intellectual property rights of the Seller whether by implication or otherwise.

2.8           As of the Effective Date, the Parties shall terminate that certain other agreement between them entitled “Consulting Agreement” and dated March 24, 2008.  Seller shall pay Purchaser all amounts due Purchaser under the Consulting Agreement as of the date of termination and Purchaser shall provide all services required of it up through the date of termination of the Consulting Agreement.

ARTICLE III.  REVENUES AND ROYALTY

3.1           Purchaser shall be entitled to all payments received from Customers on or after the Effective Date resulting from the sale, lease, licensing, maintenance or other services provided by means of the Assets (the “Revenues”).  In consideration for its acquisition of the Assets, Purchaser shall pay to Seller a royalty of twenty percent (20%) of the Revenues for three (3) years following the Effective Date (the “Royalty”).

3.2         In the event that changes or upgrades will need to be made to the Assets in order for the Services to continue to perform in a satisfactory manner, Purchaser shall make such changes in a manner and time frame as required by and specified in a customer's extant WISP Maintenance and Support Agreement.  Purchaser shall be solely responsible, at its sole expense, for making any such changes or upgrades. Purchaser is not required to make any changes for or provide any services to any customer who does not have an extant WISP Maintenance and Support Agreement.

3.3           Payment of Royalties shall be made on a monthly basis for the three (3) year period following the Effective Date.  Each payment shall be made within thirty (30) days after the end of each month and shall include a summary statement of the Revenues and the Royalty calculation.  In the event of termination of this Agreement, a final Royalty payment shall be made within thirty (30) days following such termination.

3.3           All payments owed to Seller pursuant to this Article III Revenues and Royalty shall be made in U.S. Dollars by check sent by U.S. mail to the last known address of the Seller or by other mutually agreed upon method.

ARTICLE IV. WARRANTIES

No warranties, express, implied or statutory are made with respect to the Assets or any part thereof except as expressly set forth in this Section.

4.1.           The Seller represents and warrants that: (i) the Seller is duly authorized and has the requisite power and authority to enter into this Agreement and to perform its obligations hereunder; (ii) the Seller has the right to sell the Assets; (iii) the execution, delivery and performance by it of this Agreement will not violate any provision of any applicable law or regulation presently in effect or any provision of its constituent documents or result in a breach of any agreement, obligation or restriction by which it is bound; (iv) this Agreement is a legal, valid and binding obligation of Seller, enforceable against it in accordance with its terms and conditions; (v) it is not under any obligation to any person, contractual or otherwise, conflicting or inconsistent in any respect with the terms of this Agreement or which would impede the diligent and complete fulfillment of its obligations hereunder; and (vi) the Assets sold by it hereunder are provided on an “AS IS” basis and subject to the further limitations set forth in Section 4.3 below.

3

4.2           Purchaser represents and warrants that:  (i) Purchaser is duly authorized and has the requisite power and authority to enter into this Agreement and to perform its obligations hereunder; (ii) Purchaser has conducted sufficient due diligence investigation with respect to the Assets in all respects, including but not limited to, the legal status and the technical effectiveness thereof; (iii) the execution, delivery and performance by it of this Agreement will not violate any provision of any applicable law or regulation presently in effect or any provision of its constituent documents or result in a breach of any agreement, obligation or restriction by which it is bound; (iv) this Agreement is a legal, valid and binding obligation of Purchaser, enforceable against it in accordance with its terms and conditions; (v) it is not under any obligation to any person, contractual or otherwise, conflicting or inconsistent in any respect with the terms of this Agreement or which would impede the diligent and complete fulfillment of its obligations hereunder; and (vi) the Assets purchased by it hereunder are purchased on an “AS IS” basis and subject to the further limitations set forth in Section 4.3 below.

4.3           The provisions of Article V allocate the risks under this Agreement between the Seller and the Purchaser, and the respective benefits and obligations described herein reflect such allocation of risk and the limitation of liability agreed to under this Agreement.  Nothing in this Article IV shall be construed as: (i) a warranty or representation by Seller as to the validity or scope of any component of the Assets; or (ii) a warranty or representation that anything made, used, sold or otherwise disposed of under this Agreement does not or will not infringe the intellectual property rights of third parties; or (iii) a requirement that either Party shall file any patent application, secure any patent or maintain any patent in force; or (iv) conferring a right to use in advertising, publicity or otherwise any trademark or trade name of the other Party; or (v) granting by implication, estoppel or otherwise any License or rights under any Patent, technology, trademark or copyright other than the Licensed Patents, Know-how and Licensed Trademarks & Copyrights.

THE WARRANTIES EXPRESSLY SET FORTH IN THIS SECTION ABOVE ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, AND THERE ARE NO OTHER REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER WRITTEN, ORAL, EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.  SELLER SHALL NOT HAVE ANY LIABILITY OF ANY NATURE WITH REGARD TO THE VALUE, ADEQUACY, FREEDOM FROM FAULT OR INFRINGEMENT, QUALITY, EFFICIENCY, SUITABILITY, EFFECTIVENESS, ACCURACY, CHARACTERISTICS, VALIDITY, SCOPE OR USEFULNESS OF THE ASSETS, INCLUDING BUT NOT LIMITED TOANY LICENSED TECHNOLOGY, KNOW-HOW OR LICENSED TRADEMARK & COPYRIGHT.  IN NO EVENT WILL THE SELLER OR ANY OF ITS SUPPLIERS, SUBSIDIARIES, EMPLOYEES, OFFICERS, DIRECTORS OR AGENTS BE LIABLE FOR: (1) LOST PROFITS, LOST DATA OR LOST USE, OR ANY OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES, OR FOR ANY INDIRECT, SPECIAL OR PUNITIVE DAMAGES REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT PRODUCT LIABILITY OR OTHERWISE, EVEN IF SELLER OR ANY OF ITS SUPPLIERS, SUBSIDIARIES, EMPLOYEES, OFFICERS, DIRECTORS OR AGENTS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; (2) DAMAGES CAUSED BY THE PURCHASER’S FAILURE TO PERFORM ITS RESPONSIBILITIES UNDER THIS AGREEMENT; (3) REPAIRS OR ALTERATIONS TO THE LICENSED TECHNOLOGY OR LICENSED PRODUCTS DONE WITHOUT THE PRIOR WRITTEN APPROVAL OF THE SELLER; (4) USE OF THE ASSETS IN A MANNER THAT IS NOT AUTHORIZED BY THIS AGREEMENT; OR (5) THE MANUFACTURE, USE, MARKETING, DISTRIBUTION, SALE, OR OTHER DISPOSITION BY PURCHASER, ITS AFFILIATES OR SUBSIDIARIES OR THEIR VENDEES OR OTHER TRANSFEREES OF LICENSED PRODUCTS INCORPORATING OR SOLD IN CONNECTION WITH THE KNOW-HOW, LICENSED TECHNOLOGY OR LICENSED TRADEMARKS & COPYRIGHTS.  NOTHING CONTAINED IN THIS AGREEMENT SHALL BE CONSTRUED AS A WARRANTY OR REPRESENTATION THAT THE POSSESSION OR USE OF THE ASSETS WILL PRODUCE PRODUCTS FREE FROM DEFECTS OR INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES.   NO DEMAND, CLAIM, SETTLEMENT, AWARD OR JUDGMENT BY OR TO ANY THIRD PARTY CONCERNING ANY OF THE FOREGOING ENTITLE PURCHASER TO REIMBURSEMENT OF ANY COMPENSATION OR ROYALTY PAID PURSUANT TO THIS AGREEMENT OR TO ANY OTHER RELIEF.

4

ARTICLE V. INDEMNIFICATION

5.1           Purchaser shall defend, indemnify and hold harmless Seller and its Subsidiaries, directors, officers, employees, agents, representatives and consultants thereof (“Indemnified Persons”) from and against any and all claims, actions, damages, losses, expenses, costs (including without limitation reasonable attorneys’ fees and litigation or arbitration costs) or other liability incurred by the Seller and Indemnified Persons, arising out of or relating to any allegation of or actual breach of any: (1) term or condition of this Agreement by Purchaser or its subsidiaries, affiliates, officers, directors, employees, agents, representatives, or consultants (“the Indemnifying Parties”); (2) representation, warranty or covenant of Purchaser or the Indemnifying Parties under this Agreement; (3) negligence or willful misconduct by Purchaser or the Indemnifying Parties and (4) alleged infringement or violation by Purchaser or the Indemnifying Parties of any third person’s intellectual property rights arising as a result of Purchaser’s or the Indemnifying Party’s use, sale, import, export, marketing, distribution or manufacture of the Assets outside the scope of the sale under this Agreement; provided, that Seller shall provide to Purchaser prompt written notice of any such claim for which indemnification is sought and shall further provide reasonable cooperation in the defense and all related settlement negotiations thereof. Purchaser shall have the sole right to control the defense of a claim for which indemnification is sought hereunder. Notwithstanding any of the foregoing, the Seller and the Indemnified Persons shall have the right, in its absolute discretion and at its sole cost, to employ attorneys of its own choice in the defense of such claim.  Neither Party shall have any liability for claims arising out of the other Party’s use of the Assets, including but not limited to the Licensed Technology, Know-how, Licensed Patents, Licensed Trademarks & Copyrights or the Licensed Products whether authorized by this Agreement or otherwise.

5.2           Seller shall defend, indemnify and hold harmless Purchaser and its Subsidiaries, directors, officers, employees, agents, representatives and consultants thereof (“Indemnified Persons”) from and against any and all claims, actions, damages, losses, expenses, costs (including without limitation reasonable attorneys’ fees and litigation or arbitration costs) or other liability incurred by the Purchaser and Indemnified Persons, arising out of or relating to any allegation of or actual breach of any: (1) term or condition of this Agreement by Seller or its subsidiaries, affiliates, officers, directors, employees, agents, representatives, or consultants (“the Indemnifying Parties”); (2) representation, warranty or covenant of Seller or the Indemnifying Parties under this Agreement; (3) negligence or willful misconduct by Seller or the Indemnifying Parties and (4) alleged infringement or violation by Seller or the Indemnifying Parties of any third person’s intellectual property rights arising as a result of Seller’s or the Indemnifying Party’s use, sale, import, export, marketing, distribution or manufacture of the Assets outside the scope of the sale under this Agreement; provided, that Purchaser shall provide to Seller prompt written notice of any such claim for which indemnification is sought and shall further provide reasonable cooperation in the defense and all related settlement negotiations thereof. Seller shall have the sole right to control the defense of a claim for which indemnification is sought hereunder. Notwithstanding any of the foregoing, the Purchaser and the Indemnified Persons shall have the right, in its absolute discretion and at its sole cost, to employ attorneys of its own choice in the defense of such claim. Neither Party shall have any liability for claims arising out of the other Party’s use of the Assets, including but not limited to the Licensed Technology, Know-how, Licensed Patents, Licensed Trademarks & Copyrights or the Licensed Products whether authorized by this Agreement or otherwise.

5

5.3           The Indemnifying Person in Sections 5.1, shall further indemnify and hold harmless the Indemnified Persons in Section 5.1 for any claim by any person, whether or not a Customer, arising out of the sale or use of the Services, whether such claim arose prior to or after the Effective Date and whether or not such claim relates to an alleged failure of the Services to operate properly or in a manner consistent with any contractual obligation that Seller or Purchaser may have with the person. Not by way of limitation, but by way of example, this indemnity shall extend to claims made under tort or contract, or both, and claims for legal or equitable, or both, relief. This indemnity shall apply to any such claims whether or not either Party knew or should have known of such claim or potential claim.

ARTICLE VI. CONFIDENTIALITY

6.1           Neither Party shall originate or otherwise publish any news release, or other public announcement, written or oral, relating to this Agreement or the existence of an arrangement between the Parties without the prior written approval of the other Party.  If either of the Parties learn Confidential Information of the other Party, such Party shall keep confidential the Confidential Information and shall not use or disclose, either directly or indirectly, to any person or entity the Confidential Information of the other Party for any purpose other than as provided for in this Agreement without the express, written permission of the other Party, except that each Party may: (i) use the Confidential Information of the other Party to carry out the activities expressly permitted hereunder; (ii) disclose the Confidential Information of the other Party to those persons who have a need to know such Confidential Information in order to carry out the activities expressly permitted hereunder on behalf of the Receiving Party and who are bound by confidentiality obligations no less stringent than those contained herein; and (iii) disclose the Confidential Information as required by law or orders from any government departments, legislative bodies or governing courts, provided that, in such event, the Receiving Party subject to such obligation shall promptly notify the Disclosing Party to allow intervention to contest or minimize the scope of the disclosure or apply for a protective order. Each Party agrees to take precautions to prevent unauthorized disclosure or use of the Confidential Information, and such precautions shall be consistent with the precautions used to protect the Receiving Party’s own confidential information of like significance, but in no event less than the care exercised by a reasonable business person in the protection of its valuable confidential information. In the event that the Receiving Party learns or has reason to believe that any person who has had access to the Confidential Information of the Disclosing Party has violated or intends to violate the terms of this Agreement, the Receiving Party shall immediately notify the Disclosing Party and shall cooperate with the Disclosing Party in seeking any relief against any such person or violation.

6.2           Notwithstanding anything to the contrary set forth herein, Confidential Information shall not include and the obligations of non-disclosure and confidentiality set forth in this Section shall not extend to (i) any information lawfully in the Receiving Party’s possession prior to the date of disclosure thereof by the Disclosing Party which is not otherwise subject to a confidentiality agreement, (ii) any information which is in the public domain or hereafter becomes a part thereof through no fault of the Receiving Party, (iii) any information that becomes available to the Receiving Party on a non-confidential and lawful basis from a source other than the Disclosing Party and not otherwise through a breach of a confidentiality and/or non-disclosure obligation by a third party, (iv) any information independently developed by the Receiving Party and as to which the Receiving Party can demonstrate by reasonable documentary proof is not based on the Disclosing Party’s Confidential Information, and is not otherwise subject to any protection by law, or (v) any information disclosed by the Disclosing Party to the Receiving Party that is expressed in writing by the Disclosing Party to be non-confidential.

6

ARTICLE VII.  RECORDS AND REPORTS

7.1           Purchaser agrees to keep and maintain, in accordance with generally accepted accounting principles and procedures, complete and accurate customary records and books of account of all Revenues and of all sales, whether for cash or on credit, and all sales transactions underlying the Revenues.  Seller shall be entitled, upon reasonable written notice, during business hours, through its duly authorized agents, attorneys, or accountants, to audit any and all such information in Purchaser’s records and books of account, bearing on Purchaser’s Revenues and sales underlying the Revenues.  Seller shall be limited to one audit per calendar year unless Seller has reason to believe Purchaser is or has not reported accurately its Revenues or underlying sales.  In such event, Seller may audit Purchaser’s records each quarter.  If any such audit discloses that the payable Royalties were understated in Purchaser’s reports to Seller, Purchaser shall immediately pay to Seller one hundred and five percent (105%) of the additional payments due.  In addition, if the understatement was more than five percent (5%) of the amount actually reported by Purchaser to Seller, Purchaser shall pay to Seller on demand Seller’s expenses incurred in such audit.

7.2           Notwithstanding any other provision of this Agreement, or termination of this Agreement for any reason, Purchaser shall maintain the records and reports referred to herein for a period of five (5) years after such records and reports are generated, or for any longer period as may be required under applicable law.

ARTICLE VIII.  TAXES

8.1           Each Party shall be responsible to pay all applicable taxes, levies, duties in connection with the Party’s respective benefits and obligations under this Agreement.

ARTICLE IX.  TERM AND TERMINATION

9.1           This Agreement shall remain in full force and effect for three (3) years after the Effective Date, unless this Agreement is terminated earlier for any reason provided for herein.

9.2.           Either Party may terminate this Agreement by giving not less than thirty (30) calendar days’ written notice to the other Party of a material breach of any of the terms or conditions of this Agreement by the other Party, if the other Party fails to cure its breach within the thirty (30) calendar days’ notice period.

9.3           The Seller may terminate this Agreement upon written notice in the event of any of the following occurrences:  (i) that a petition for Purchaser’s bankruptcy has been filed and is not discharged within thirty (30) days, whether voluntary or involuntary; (ii) an assignment of the Purchaser’s assets is made for the benefit of creditors; (iii) the appointment of a trustee or receiver is made to take charge of the Purchaser’s business for any reason; or (iv) the Purchaser becomes insolvent or ceases to conduct business in the normal course.

9.4           Notwithstanding the foregoing, the termination of this Agreement shall not relieve either Party of any liability or obligation which accrued prior to such termination, and such termination shall not affect any provision which shall be effective after such termination as stipulated or implied herein.

9.5           Upon termination of this Agreement for any reason, other than its expiration at the end of the three (3) year term following the Effective Date, all rights to the Assets shall revert to Seller and Purchaser shall have no further right to the Assets or the Revenues; rather, in such event, Seller shall be entitled to all subsequent Revenues and shall assume all rights, duties, obligations and liabilities pertaining to the Customers.  Such termination shall not relieve the Purchaser of any financial obligation to the Seller which accrued prior to such termination.

9.6           Upon the termination of this Agreement at the expiration of the three (3) year term following the Effective Date, Purchaser shall retain all rights, duties, obligations and liabilities pertaining to the Assets.

7

ARTICLE X. NOTICES

All notices, demands, requests or other communications given to, made or required hereunder shall be in writing and shall be deemed sufficiently given if sent by an internationally-recognized courier service, such as DHL or Federal Express, prepaid, for second business day delivery, properly addressed to the last-known address of the Party to which it is sent, or sent by telefacsimile during business hours in the recipient’s time zone to the last known telefax number of the Party with a confirmation copy sent the same business day by international courier as provided above.   All notices, demands or requests so sent by international courier shall be deemed received when delivery is confirmed by the courier or receipt is refused, whichever is sooner.  All notices so sent by telefacsimile shall be deemed received on the date transmitted, provided a confirmation report indicating successful transmission is retained by the Party giving notice and a copy is sent by international courier the same business day as provided above.  Until a Party receives written notice in the manner herein prescribed to the contrary from the other Party, notices shall be sent to:

In case of Seller:

NeoMedia Technologies, Inc.

Attention CEO or CFO

Two Concourse Parkway

Suite 500

Atlanta, GA 30328

Phone:  678 638 0460

Fax:  678 638 0466

In case of PURCHASER:

Greg Lindholm

586 Lakewood Drive

Oldsmar, FL 34677

Attn: Greg Lindholm

Phone:­­­­­ 239-826-7037

Fax: N/A

Either Party may change its address by giving written notice to the other Party in accordance with this Article, in which case such new address may be relied upon by the other Party as the last known address of such Party for purposes of this Article.

ARTICLE XI. ASSIGNMENT

11.1           The rights and obligations granted and imposed upon the Parties pursuant to this Agreement shall not be assignable or otherwise capable of delegation, transferable, or subject to encumbrance by act of either Party without the express written consent of the other Party, which shall not be unreasonably withheld.

11.2           For purposes of this Article XI, an “assignment” (and, as appropriate, “assign”) shall include, but shall not be limited to, any “Change in Control” which shall mean: (i) the acquisition, directly or indirectly, by any person or entity within any twelve month period of securities at issue (i.e., in the case of an assignment by the Purchaser, the Purchaser’s outstanding stock; in the case of a purchase by the Purchaser, the company being purchased) representing an aggregate of fifty percent (50%) or more of the combined voting power of Purchaser’s then outstanding securities; (ii) the sale or transfer of twenty percent (20%) or greater of either the assets or voting securities of Purchaser; or (iii) the consummation of (A) a merger, consolidation or other business combination of the Purchaser with any other entity or affiliate thereof, or (B) a plan of complete liquidation of Purchaser at issue or an agreement for the sale or disposition by Purchaser of all or substantially all of its assets.

8

ARTICLE XII. GOVERNING JURISDICTION AND DISPUTE RESOLUTION

12.1           All disputes arising in connection with this Agreement shall be finally settled in Atlanta, Georgia, through arbitration in accordance with the rules and procedures of the American Arbitration Association (the “Rules”).

12.2             Any decision rendered by any arbitration tribunal pursuant to this Article shall be final and binding on the Parties thereto, and judgment thereon may be entered by any court of competent jurisdiction.  The Parties specifically agree that any arbitration tribunal shall be empowered to award and order equitable or injunctive relief with respect to matters brought before it.

12.3             Notwithstanding the terms of this Article or the provisions of the Rules, at any time before and after a demand notice is presented, the Parties shall be free to apply to any court of competent jurisdiction for interim or conservatory measures (including temporary conservatory injunctions).   The Parties acknowledge and agree that any such action by a Party shall not be deemed to be a breach of such Party’s obligation to arbitrate all disputes under this Article or infringe upon the powers of any arbitral panel.

12.4           This Agreement shall be construed and enforced in accordance with the laws of the State of Georgia, United States of America without regard to its principles of conflicts of law.

ARTICLE XIII.  SEVERABILITY, WAIVER, PARTS, ENTIRE AGREEMENT, AMENDMENT, FORCE MAJEURE, RELATIONSHIP OF PARTIES, NO THIRD-PARTY BENEFICIARIES

13.1           If a court or arbitrative panel of competent jurisdiction finds any provision of this Agreement to be invalid or unenforceable, the provisions of this Agreement shall be separable and such invalid or unenforceable term(s) shall be ineffective in the affected jurisdictions to the extent of such prohibition or unenforceability without invalidating the remaining provisions of this Agreement.  The remaining provisions of this Agreement and the invalidated provisions in other non-affected jurisdictions shall remain in full force and effect until the Agreement terminates or expires.

13.2           The waiver by either Party of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach of that particular provision or any other provision of the Agreement.  Failure by any Party at any time to enforce any of the provisions of this Agreement shall not affect or impair such provisions in any way, or the right of any Party at any time to avail itself of any remedies it may have for breach of such provisions pursuant to this Agreement, either in equity or in law.

13.3           This Agreement may be executed in two (2) counterparts, which together shall form a single agreement as if both Parties had executed the same document.

13.4           This Agreement constitutes the entire understanding between the Parties, and supersedes all previous undertakings, agreements, and understandings, whether oral or written, between the Parties hereto.  No modification, amendment or alteration of this Agreement shall be effective unless agreed to in a writing signed by both Parties.

13.5           Notwithstanding any provisions herein, neither Party shall be held liable or responsible to the other Party for failure or delay in fulfilling or performing any obligation under this Agreement if such failure or delay is caused by actions, inactions or events which are beyond the reasonable control of the affected Party, the effect of which is to prevent or interfere with such Party’s performance hereunder, including but not limited to any weather; natural disasters; government action or inaction or other governmental laws, orders, restrictions, embargos or blockades; war; national or regional emergency; city riot or other civil disobedience; revolution or rebellion; strike or other work stoppage; fire; explosion; flood; sabotage; pestilence; accident or breakdown of machinery, unavailability of fuel, labor, containers or transportation facilities; accidents of navigation or breakdown or damage of vessels, or other conveyances for air, land or sea or other impediments or hindrances to transportation; or any other circumstances of like or different character commonly referred to as an act of God or force majeure.  Each Party agrees to give the other Party prompt written notice of the occurrence of any such condition and shall make all reasonable efforts to perform despite such occurrence.  In the event that such condition continues for more than three (3) months, the Parties may consult with each other to determine whether or not to terminate this Agreement.

9

13.6           The relationship between Seller and Purchaser is that of independent contractors with respect to all matters related to this Agreement.  Each Party agrees that it shall have no authority, whether express or implied, to make contracts, representations, warranties or any other obligations in the name of, or binding upon, the other Party.

13.7           This Agreement is made for the benefit of the Parties hereto and is not intended to benefit any third parties and shall not be available for enforcement or benefit of any third parties not a Party to this Agreement as evidenced by a duly authorized signature hereto.

IN WITNESS WHEREOF, the undersigned duly authorized representatives of the Parties hereto have executed this Agreement as of the day and year first written above.

NeoMedia Technologies, Inc.			Greg Lindholm
By:	/s/ Michael W. Zima	By:	/s/ Greg Lindholm
	Signature		Signature
	Michael W. Zima		Greg Lindholm
	Name		Name
	Chief Finanal Officer		N/A
	Title		Title
	July 17, 2009		July 17, 2009
	Date		Date

10