As filed with the Securities and Exchange Commission on November 27, 2002
                             File No. 33- _________

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM S-8
                             Registration Statement
                        Under the Securities Act of 1933

                           NEOMEDIA TECHNOLOGIES, INC.
                       (Name of Registrant in its charter)

          DELAWARE                                        36-3680347
(State or jurisdiction of incorporation     (I.R.S. Employer Identification No.)
  or organization)
                          2201 SECOND STREET, SUITE 600
                            FORT MYERS, FLORIDA 33901
                                  239-337-3434
       (Address, including zip code, and telephone number, including area
               code, of Registrant's principal executive offices)

                        JERALD EICKE CONSULTING AGREEMENT
                            (Full Title of the Plan)

                                CHARLES T. JENSEN
                          2201 SECOND STREET, SUITE 402
                            FORT MYERS, FLORIDA 33901
                                  239-337-3434
                               239-337-3668 - FAX
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                                 WITH COPIES TO:

Clayton Parker, Esq.                               David A. Dodge
Kirkpatrick & Lockhart LLP                         NeoMedia Technologies, Inc.
201 South Biscayne Boulevard                       2201 Second Street, Suite 600
Miami Center - Suite 2000                          Fort Myers, Florida 33901
Miami, FL 33131                                    (239) 337-3434
(305) 539-3300                                     (239) 337-3668 Fax
(305) 358-7095 Fax

<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE

-----------------------------------------------------------------------------------------------------------------------
                                                                  PROPOSED MAXIMUM  PROPOSED MAXIMUM
                                                   AMOUNT TO BE       OFFERING         AGGREGATE         AMOUNT OF
TITLE OF SECURITIES TO BE REGISTERED                REGISTERED     PRICE PER SHARE   OFFERING PRICE  REGISTRATION FEE
-----------------------------------------------------------------------------------------------------------------------
<S>                                                 <C>                  <C>         <C>                   <C>
-----------------------------------------------------------------------------------------------------------------------
Common Stock (1)                                    4,000,000            $0.05       $200,000.00           $18.40
-----------------------------------------------------------------------------------------------------------------------

(1)  Represents shares of common stock issued directly to Jerald Eicke, an unrelated consultant, for consulting services
     rendered. The registration fee being paid hereunder has been  estimated/determined  pursuant to Rule 457(h), and is
     based on the closing price of the Company's Common Stock on the OTCBB market on November 25, 2002.
</TABLE>


<PAGE>

                                     PART I

         The documents  containing the  information  specified in Part I of Form
S-8  (plan  information  and  registrant  information)  will be sent or given to
employees as  specified by Rule  428(b)(1)  of the  Securities  Act of 1933,  as
amended (the "Act").  Such  documents  need not be filed with the Securities and
Exchange  Commission  either  as  part  of  this  Registration  Statement  or as
prospectuses or prospectus  supplements  pursuant to Rule 424. These  documents,
which include the statement of availability  required by Item 2 of Form S-8, and
the documents  incorporated by reference in this Registration Statement pursuant
to Item 3 of Form S-8 (Part II hereof), taken together,  constitute a prospectus
that meets the requirements of Section 10(a) of the Act.

                                     PART II

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

         The  following   documents  filed  with  the  Securities  and  Exchange
Commission are hereby incorporated by reference:

         (a)      The Annual  Report of the  Company on Form 10-K for the fiscal
                  year ended December 31, 2001.

         (b)      Form  10-Q  for  the  three-  and  nine-month  periods  ending
                  September 30, 2002.

         (c)      Form 10-Q for the three- and six-month periods ending June 30,
                  2002.

         (d)      Form 10-Q for the three-month period ending March 31, 2002.

         (e) Form 8-K dated June 26, 2002,  disclosing  that the Company's Board
of  Directors  had elected  Charles T. Jensen as President  and Chief  Operating
Officer and David A. Dodge as Vice President and Chief Financial Officer.

         (f) Form 8-K dated May 17, 2002,  disclosing that the Company's  common
stock was delisted from the Nasdaq SmallCap  Market  effective May 17, 2002, and
that the  Company's  common  stock would begin  trading on the  Over-the-Counter
Bulletin Board the same day.

         (g) Form 8-K dated  April 15,  2002,  disclosing  that the  Company had
instituted  an option  repricing  program for certain of its  outstanding  stock
options.

         (h) Form 8-K dated  April 2,  2002,  disclosing  that the  Company  had
instituted  a  warrant  repricing  program  for  all  of its  outstanding  stock
warrants.

         (i) The description of the Company's  common stock,  par value $.01 per
share,  which is contained in the Company's  Registration  Statement on Form 8-A
filed under the  Securities  Exchange Act of 1934,  as amended,  on November 18,
1996,  including any amendment or report filed with the  Securities and Exchange
Commission for the purpose of updating such description of common stock.

         All documents  subsequently  filed by the Company  pursuant to Sections
13(a),  13(c), 14 and 15(d) of the Securities  Exchange Act of 1934, as amended,
prior to the  filing of a  post-effective  amendment  which  indicates  that all
securities  offered  have been sold or which  deregisters  all  securities  then
remaining  unsold,  shall be  deemed to be  incorporated  by  reference  in this
Registration  Statement  and to be a part  hereof  from the date of filing  such
documents.

ITEM 4.  DESCRIPTION OF SECURITIES

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         Not applicable.

<PAGE>

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         As permitted by Delaware General Corporation Law ("DGCL"),  the Company
has included in its  Certificate of  Incorporation  a provision to eliminate the
personal  liability of its directors for monetary  damages for breach or alleged
breach of their fiduciary duties as directors,  except for liability (i) for any
breach of director's  duty of loyalty to the Company or its  stockholders,  (ii)
for acts or omissions not in good faith or which involved intentional misconduct
or a knowing  violation of law,  (iii) in respect of certain  unlawful  dividend
payments or stock redemptions or repurchases,  as provided in Section 174 of the
DGCL, or (iv) for any  transaction  from which the director  derived an improper
personal benefit.  The effect of this provision in the Company's  Certificate of
Incorporation  is to  eliminate  the rights of the Company and its  stockholders
(through  stockholders'  derivative  suits on behalf of the  Company) to recover
monetary  damages against a director for breach of the fiduciary duty of care as
a director  except in the situations  described in (i) through (iv) above.  This
provision  does not  limit  nor  eliminate  the  rights  of the  Company  or any
stockholder to seek  non-monetary  relief such as an injunction or rescission in
the event of a breach of a director's  duty of care.  These  provisions will not
alter the liability of directors under federal securities laws.

         The Certificate of Incorporation and the by-laws of the Company provide
that the Company is  required  and  permitted  to  indemnify  its  officers  and
directors,  employees and agents under certain  circumstances.  In addition,  if
permitted  by law,  the Company is required to advance  expenses to its officers
and directors as incurred in connection with  proceedings  against them in their
capacity  as a  director  or  officers  for which they may be  indemnified  upon
receipt of an  undertaking  by or on behalf of such director or officer to repay
such  amount  if it shall  ultimately  be  determined  that  such  person is not
entitled to indemnification. At present, the Company is not aware of any pending
or threatened litigation or proceeding involving a director,  officer,  employee
or agent of the Company in which indemnification would be required or permitted.
The Company has obtained directors and officers liability insurance. The Company
believes  that  its  charter  provisions  and  indemnification   agreements  are
necessary to attract and retain qualified persons as directors and officers.

         Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to  directors  and officers of the Company  pursuant to the
foregoing  provisions  or  otherwise,  the Company has been  advised that in the
opinion of the  Securities  and Exchange  Commission,  such  indemnification  is
against  public  policy as expressed in the  Securities  Act and is,  therefore,
unenforceable.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not Applicable

ITEM 8.  EXHIBITS

EXHIBIT

4        NeoMedia  Technologies,  Inc. 2002 Stock Option Plan  (incorporated  by
         reference to Appendix A in NeoMedia  Technologies  14A Definitive Proxy
         Statement as filed with the SEC on May 7, 2002)

5.1      Opinion re: legality

10.1     Consulting  Agreement  between NeoMedia  Technologies,  Inc. and Jerald
         Eicke (filed herewith)

23.1     Consent of Stonefield Josephson,  Inc., current independent auditors of
         NeoMedia Technologies, Inc.

23.2     Consent of  Kirkpatrick & Lockhart LLP (included in Exhibit 5.1 opinion
         letter)

24       Power of Attorney (included on signature page)

         In  accordance  with  Securities  Act Rule 437a,  the consent of Arthur
Andersen LLP has not been included as an exhibit herewith.  The Company has been
unable to obtain a consent of Arthur  Andersen LLP due to the departure of their
engagement  team leaders from such firm. Any recovery by investors  posed by the
lack of consent is limited by Securities Act Rule 437a.



                                       2
<PAGE>

ITEM 9.  UNDERTAKINGS

         (a)      The undersigned registrant hereby undertakes:

                  (1) To file,  during any  period in which  offers or sales are
being made, a post-effective amendment to this registration statement to include
any material information with respect to the plan of distribution not previously
disclosed  in  the  registration  statement  or  any  material  change  to  such
information in the registration statement;

                  (2) That, for the purpose of determining  any liability  under
the Securities Act of 1933, each such  post-effective  amendment shall be deemed
to be a new registration  statement  relating to the securities offered therein,
and the  offering  of such  securities  at that  time  shall be deemed to be the
initial bona fide offering thereof.

                  (3) To remove from  registration by means of a  post-effective
amendment  any of the  securities  being  registered  which remain unsold at the
termination of the offering.

         (b) The undersigned  registrant hereby undertakes that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of  1934  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         (c)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act of 1933 may be permitted to directors,  officers, and controlling
persons of the registrant  pursuant to the foregoing  provisions,  or otherwise,
the  registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the Act and is,  therefore,  unenforceable.  In the  event  that a claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
registrant of expenses incurred or paid by a director,  officer,  or controlling
person of the  registrant  in the  successful  defense of any action,  suit,  or
proceeding)  is  asserted  by such  director,  officer,  or  controlling  person
connected with the securities being  registered,  the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.






                                       3
<PAGE>

                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Fort Myers, State of Florida, on November 25, 2002.

                                    NEOMEDIA TECHNOLOGIES, INC.

                                    By:  /S/ CHARLES T. JENSEN
                                         ---------------------
                                         Charles T. Jensen,
                                         President, Chief Operating Office, and
                                         Acting Chief Executive Officer








                                       4

<PAGE>


                                POWER OF ATTORNEY

         The undersigned officers and directors of NeoMedia  Technologies,  Inc.
hereby constitute and appoint Charles W. Fritz with power to act one without the
other,  our true and  lawful  attorney-in-fact  and  agent  with  full  power of
substitution  and  resubstitution,  for  us and in our  stead,  in any  and  all
capacities to sign any and all amendments (including post-effective  amendments)
to this Registration  Statement and all documents relating thereto,  and to file
the  same,  with  all  exhibits  thereto,  and  other  documents  in  connection
therewith,  with the  Securities  and Exchange  Commission,  granting  unto said
attorney-in-fact  and agent, full power and authority to do and perform each and
every act and thing necessary or advisable to be done in and about the premises,
as fully to all intents  and  purposes as he or she might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact and agent, or his
or her substitutes, may lawfully do or cause to be done by virtue hereof.
<TABLE>
SIGNATURES                                   TITLE                                     DATE
<S>                                          <C>                                       <C>
/S/ CHARLES W. FRITZ                         Chairman of the Board and Director        November 25, 2002
------------------------------------
Charles W. Fritz

/S/ WILLIAM E. FRITZ                         Secretary and Director                    November 25, 2002
------------------------------------
William E. Fritz

/S/ CHARLES T. JENSEN                        President, Chief Operating Officer,
------------------------------------         Acting Chief Executive Officer, and
Charles T. Jensen                            Director                                  November 25, 2002


/S/ DAVID A. DODGE                           Vice President, Chief Financial
------------------------------------         Officer, and Controller
David A. Dodge                                                                         November 25, 2002

/S/ A. HAYES BARCLAY                         Director                                  November 25, 2002
------------------------------------
A. Hayes Barclay

/S/ JAMES J. KEIL                            Director                                  November 25, 2002
------------------------------------
James J. Keil

</TABLE>
[{"type": "S-8", "sequence": "1", "filename": "neomedia_form-s8.txt", "secsgml_size_bytes": 17252}]
{"company-data": {"conformed-name": "NEOMEDIA TECHNOLOGIES INC", "cik": "0001022701", "assigned-sic": "7373", "irs-number": "363680347", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-101588", "film-number": "02845272"}, "business-address": {"street1": "2201 SECOND ST STE 600", "street2": "STE 600", "city": "FORT MYERS", "state": "FL", "zip": "33901", "phone": "6303554404"}, "mail-address": {"street1": "2201 SECOND STREET", "street2": "SUITE 600", "city": "FORT MYERS", "state": "FL", "zip": "33901"}, "former-company": {"former-conformed-name": "DEVSYS INC", "date-changed": "19960911"}}
As filed with the Securities and Exchange Commission on November 27, 2002
                             File No. 33- _________

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM S-8
                             Registration Statement
                        Under the Securities Act of 1933

                           NEOMEDIA TECHNOLOGIES, INC.
                       (Name of Registrant in its charter)

          DELAWARE                                        36-3680347
(State or jurisdiction of incorporation     (I.R.S. Employer Identification No.)
  or organization)
                          2201 SECOND STREET, SUITE 600
                            FORT MYERS, FLORIDA 33901
                                  239-337-3434
       (Address, including zip code, and telephone number, including area
               code, of Registrant's principal executive offices)

                        JERALD EICKE CONSULTING AGREEMENT
                            (Full Title of the Plan)

                                CHARLES T. JENSEN
                          2201 SECOND STREET, SUITE 402
                            FORT MYERS, FLORIDA 33901
                                  239-337-3434
                               239-337-3668 - FAX
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                                 WITH COPIES TO:

Clayton Parker, Esq.                               David A. Dodge
Kirkpatrick & Lockhart LLP                         NeoMedia Technologies, Inc.
201 South Biscayne Boulevard                       2201 Second Street, Suite 600
Miami Center - Suite 2000                          Fort Myers, Florida 33901
Miami, FL 33131                                    (239) 337-3434
(305) 539-3300                                     (239) 337-3668 Fax
(305) 358-7095 Fax
CALCULATION OF REGISTRATION FEE

-----------------------------------------------------------------------------------------------------------------------
                                                                  PROPOSED MAXIMUM  PROPOSED MAXIMUM
                                                   AMOUNT TO BE       OFFERING         AGGREGATE         AMOUNT OF
TITLE OF SECURITIES TO BE REGISTERED                REGISTERED     PRICE PER SHARE   OFFERING PRICE  REGISTRATION FEE
-----------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------
Common Stock (1)                                    4,000,000            $0.05       $200,000.00           $18.40
-----------------------------------------------------------------------------------------------------------------------

(1)  Represents shares of common stock issued directly to Jerald Eicke, an unrelated consultant, for consulting services
     rendered. The registration fee being paid hereunder has been  estimated/determined  pursuant to Rule 457(h), and is
     based on the closing price of the Company's Common Stock on the OTCBB market on November 25, 2002.
PART I

         The documents  containing the  information  specified in Part I of Form
S-8  (plan  information  and  registrant  information)  will be sent or given to
employees as  specified by Rule  428(b)(1)  of the  Securities  Act of 1933,  as
amended (the "Act").  Such  documents  need not be filed with the Securities and
Exchange  Commission  either  as  part  of  this  Registration  Statement  or as
prospectuses or prospectus  supplements  pursuant to Rule 424. These  documents,
which include the statement of availability  required by Item 2 of Form S-8, and
the documents  incorporated by reference in this Registration Statement pursuant
to Item 3 of Form S-8 (Part II hereof), taken together,  constitute a prospectus
that meets the requirements of Section 10(a) of the Act.

                                     PART II

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

         The  following   documents  filed  with  the  Securities  and  Exchange
Commission are hereby incorporated by reference:

         (a)      The Annual  Report of the  Company on Form 10-K for the fiscal
                  year ended December 31, 2001.

         (b)      Form  10-Q  for  the  three-  and  nine-month  periods  ending
                  September 30, 2002.

         (c)      Form 10-Q for the three- and six-month periods ending June 30,
                  2002.

         (d)      Form 10-Q for the three-month period ending March 31, 2002.

         (e) Form 8-K dated June 26, 2002,  disclosing  that the Company's Board
of  Directors  had elected  Charles T. Jensen as President  and Chief  Operating
Officer and David A. Dodge as Vice President and Chief Financial Officer.

         (f) Form 8-K dated May 17, 2002,  disclosing that the Company's  common
stock was delisted from the Nasdaq SmallCap  Market  effective May 17, 2002, and
that the  Company's  common  stock would begin  trading on the  Over-the-Counter
Bulletin Board the same day.

         (g) Form 8-K dated  April 15,  2002,  disclosing  that the  Company had
instituted  an option  repricing  program for certain of its  outstanding  stock
options.

         (h) Form 8-K dated  April 2,  2002,  disclosing  that the  Company  had
instituted  a  warrant  repricing  program  for  all  of its  outstanding  stock
warrants.

         (i) The description of the Company's  common stock,  par value $.01 per
share,  which is contained in the Company's  Registration  Statement on Form 8-A
filed under the  Securities  Exchange Act of 1934,  as amended,  on November 18,
1996,  including any amendment or report filed with the  Securities and Exchange
Commission for the purpose of updating such description of common stock.

         All documents  subsequently  filed by the Company  pursuant to Sections
13(a),  13(c), 14 and 15(d) of the Securities  Exchange Act of 1934, as amended,
prior to the  filing of a  post-effective  amendment  which  indicates  that all
securities  offered  have been sold or which  deregisters  all  securities  then
remaining  unsold,  shall be  deemed to be  incorporated  by  reference  in this
Registration  Statement  and to be a part  hereof  from the date of filing  such
documents.

ITEM 4.  DESCRIPTION OF SECURITIES

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         Not applicable.
ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         As permitted by Delaware General Corporation Law ("DGCL"),  the Company
has included in its  Certificate of  Incorporation  a provision to eliminate the
personal  liability of its directors for monetary  damages for breach or alleged
breach of their fiduciary duties as directors,  except for liability (i) for any
breach of director's  duty of loyalty to the Company or its  stockholders,  (ii)
for acts or omissions not in good faith or which involved intentional misconduct
or a knowing  violation of law,  (iii) in respect of certain  unlawful  dividend
payments or stock redemptions or repurchases,  as provided in Section 174 of the
DGCL, or (iv) for any  transaction  from which the director  derived an improper
personal benefit.  The effect of this provision in the Company's  Certificate of
Incorporation  is to  eliminate  the rights of the Company and its  stockholders
(through  stockholders'  derivative  suits on behalf of the  Company) to recover
monetary  damages against a director for breach of the fiduciary duty of care as
a director  except in the situations  described in (i) through (iv) above.  This
provision  does not  limit  nor  eliminate  the  rights  of the  Company  or any
stockholder to seek  non-monetary  relief such as an injunction or rescission in
the event of a breach of a director's  duty of care.  These  provisions will not
alter the liability of directors under federal securities laws.

         The Certificate of Incorporation and the by-laws of the Company provide
that the Company is  required  and  permitted  to  indemnify  its  officers  and
directors,  employees and agents under certain  circumstances.  In addition,  if
permitted  by law,  the Company is required to advance  expenses to its officers
and directors as incurred in connection with  proceedings  against them in their
capacity  as a  director  or  officers  for which they may be  indemnified  upon
receipt of an  undertaking  by or on behalf of such director or officer to repay
such  amount  if it shall  ultimately  be  determined  that  such  person is not
entitled to indemnification. At present, the Company is not aware of any pending
or threatened litigation or proceeding involving a director,  officer,  employee
or agent of the Company in which indemnification would be required or permitted.
The Company has obtained directors and officers liability insurance. The Company
believes  that  its  charter  provisions  and  indemnification   agreements  are
necessary to attract and retain qualified persons as directors and officers.

         Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to  directors  and officers of the Company  pursuant to the
foregoing  provisions  or  otherwise,  the Company has been  advised that in the
opinion of the  Securities  and Exchange  Commission,  such  indemnification  is
against  public  policy as expressed in the  Securities  Act and is,  therefore,
unenforceable.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not Applicable

ITEM 8.  EXHIBITS

EXHIBIT

4        NeoMedia  Technologies,  Inc. 2002 Stock Option Plan  (incorporated  by
         reference to Appendix A in NeoMedia  Technologies  14A Definitive Proxy
         Statement as filed with the SEC on May 7, 2002)

5.1      Opinion re: legality

10.1     Consulting  Agreement  between NeoMedia  Technologies,  Inc. and Jerald
         Eicke (filed herewith)

23.1     Consent of Stonefield Josephson,  Inc., current independent auditors of
         NeoMedia Technologies, Inc.

23.2     Consent of  Kirkpatrick & Lockhart LLP (included in Exhibit 5.1 opinion
         letter)

24       Power of Attorney (included on signature page)

         In  accordance  with  Securities  Act Rule 437a,  the consent of Arthur
Andersen LLP has not been included as an exhibit herewith.  The Company has been
unable to obtain a consent of Arthur  Andersen LLP due to the departure of their
engagement  team leaders from such firm. Any recovery by investors  posed by the
lack of consent is limited by Securities Act Rule 437a.

                                       2
ITEM 9.  UNDERTAKINGS

         (a)      The undersigned registrant hereby undertakes:

                  (1) To file,  during any  period in which  offers or sales are
being made, a post-effective amendment to this registration statement to include
any material information with respect to the plan of distribution not previously
disclosed  in  the  registration  statement  or  any  material  change  to  such
information in the registration statement;

                  (2) That, for the purpose of determining  any liability  under
the Securities Act of 1933, each such  post-effective  amendment shall be deemed
to be a new registration  statement  relating to the securities offered therein,
and the  offering  of such  securities  at that  time  shall be deemed to be the
initial bona fide offering thereof.

                  (3) To remove from  registration by means of a  post-effective
amendment  any of the  securities  being  registered  which remain unsold at the
termination of the offering.

         (b) The undersigned  registrant hereby undertakes that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of  1934  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         (c)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act of 1933 may be permitted to directors,  officers, and controlling
persons of the registrant  pursuant to the foregoing  provisions,  or otherwise,
the  registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the Act and is,  therefore,  unenforceable.  In the  event  that a claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
registrant of expenses incurred or paid by a director,  officer,  or controlling
person of the  registrant  in the  successful  defense of any action,  suit,  or
proceeding)  is  asserted  by such  director,  officer,  or  controlling  person
connected with the securities being  registered,  the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                       3
SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Fort Myers, State of Florida, on November 25, 2002.

                                    NEOMEDIA TECHNOLOGIES, INC.

                                    By:  /S/ CHARLES T. JENSEN
                                         ---------------------
                                         Charles T. Jensen,
                                         President, Chief Operating Office, and
                                         Acting Chief Executive Officer

                                       4
POWER OF ATTORNEY

         The undersigned officers and directors of NeoMedia  Technologies,  Inc.
hereby constitute and appoint Charles W. Fritz with power to act one without the
other,  our true and  lawful  attorney-in-fact  and  agent  with  full  power of
substitution  and  resubstitution,  for  us and in our  stead,  in any  and  all
capacities to sign any and all amendments (including post-effective  amendments)
to this Registration  Statement and all documents relating thereto,  and to file
the  same,  with  all  exhibits  thereto,  and  other  documents  in  connection
therewith,  with the  Securities  and Exchange  Commission,  granting  unto said
attorney-in-fact  and agent, full power and authority to do and perform each and
every act and thing necessary or advisable to be done in and about the premises,
as fully to all intents  and  purposes as he or she might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact and agent, or his
or her substitutes, may lawfully do or cause to be done by virtue hereof.

SIGNATURES                                   TITLE                                     DATE
/S/ CHARLES W. FRITZ                         Chairman of the Board and Director        November 25, 2002
------------------------------------
Charles W. Fritz

/S/ WILLIAM E. FRITZ                         Secretary and Director                    November 25, 2002
------------------------------------
William E. Fritz

/S/ CHARLES T. JENSEN                        President, Chief Operating Officer,
------------------------------------         Acting Chief Executive Officer, and
Charles T. Jensen                            Director                                  November 25, 2002

/S/ DAVID A. DODGE                           Vice President, Chief Financial
------------------------------------         Officer, and Controller
David A. Dodge                                                                         November 25, 2002

/S/ A. HAYES BARCLAY                         Director                                  November 25, 2002
------------------------------------
A. Hayes Barclay

/S/ JAMES J. KEIL                            Director                                  November 25, 2002
------------------------------------
James J. Keil