SECOND BRIDGE LOAN AGREEMENT

                          SECOND BRIDGE LOAN AGREEMENT

      THIS  SECOND  BRIDGE LOAN  AGREEMENT  (this  "Agreement"),  is dated as of
December  15,  2005,  by and between  NEOMEDIA  TECHNOLOGIES,  INC.,  a Delaware
corporation  ("NeoMedia"),  and MOBOT, INC., a Delaware corporation ("Mobot" and
together with NeoMedia, the "Parties" and each a "Party").

                                    RECITALS:

      WHEREAS,  the Parties  have entered  into a  non-binding  Letter of Intent
dated as of July 26, 2005 (the "LOI")  pursuant to which the Parties have agreed
to enter into good faith  negotiations  and use their best  efforts to execute a
mutually  agreeable,  definitive Merger Agreement (the "Merger Agreement") under
which  NeoMedia  will  acquire  Mobot  by way  of the  merger  of  Mobot  with a
subsidiary of NeoMedia;

      WHEREAS,  NeoMedia  has  provided  to Mobot and Mobot  has  received  from
NeoMedia a bridge  loan in the amount of  $600,000  in the form of a  Promissory
Note, dated July 27, 2005 (the "Promissory  Note"),  and subsequent  advances of
$200,000 and $200,000 governed by the terms of the Promissory Note; and

      WHEREAS, NeoMedia desires to advance to Mobot and Mobot desires to receive
from NeoMedia a second  bridge loan in an amount equal to Five Hundred  Thousand
Dollars ($500,000) pursuant to the terms set forth herein and in accordance with
certain terms set forth in the Promissory Note.

                                   AGREEMENT:

      NOW,  THEREFORE,  in consideration of the mutual promises,  conditions and
covenants contained herein, and for other good and valuable  consideration,  the
receipt of which is hereby acknowledged, the Parties hereto agree as follows:

      1. ADVANCE AMOUNT.  NeoMedia will deliver to Mobot, and Mobo