NeoMedia Technologies, Inc (NEOM)

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1. The terms of this option, including the number of shares and exercise price were modified as a result of the the 1 for 100 share reverse stock split, which was approved by the Company's shareholders at a special meeting of shareholders, held on March 30, 2010.
2. The Stock options were granted to Mr. McCready as compensation in consideration for his services as Chief Executive Officer of the Company
3. The option grant vests in equal monthly installments of 7,500 shares per month over a twenty-four (24) month period, beginning on June 29, 2010 and are fully vested on May 29, 2012. The options are subject to accelerated vesting upon the occurrance of a "Change in Control" as defined in Article 6 of Mr. McCready's employment agreement dated January 1, 2010.