BUSINESS DEVELOPMENT AGREEMENT
THIS BUSINESS
DEVELOPMENT
AGREEMENT (the "Agreement") is made and
entered into as of September 7, 2004 by and between
IPOINT MEDIA LTD. (the
"Company"), and NEOMEDIA TECHNOLOGIES, INC.
("NeoMedia").
RECITALS:
WHEREAS, the Company
desires to engage NeoMedia, and NeoMedia desires
to be engaged by the Company, to provide
certain business
development
services
in accordance with and subject to the terms
and conditions of this Agreement.
NOW, THEREFORE, for and in consideration of the premises and the
mutual
covenants and agreements herein contained,
and for other valuable consideration,
the receipt and sufficiency of which are
hereby acknowledged, the parties hereby
agree as follows:
AGREEMENT:
ARTICLE 1.
ENGAGEMENT
1.1. Engagement.
The Company
hereby engages
NeoMedia, and NeoMedia
hereby accepts such engagement.
1.2. Services. Upon the request of the Company, NeoMedia shall perform
the services set forth on Exhibit "A"
hereto.
ARTICLE 2.
TERM OF ENGAGEMENT
2.1. Term.
The engagement of NeoMedia pursuant to the terms hereof
shall commence on the date hereof and shall
continue on a
month-to-month
basis
until terminated by either party by providing
thirty (30) days prior
written
notice to the other party (the "Term").
2.2. Independent
Consultant. The
Company and NeoMedia acknowledge and
agree that NeoMedia is an independent contractor and that nothing in this
Agreement is intended to cause NeoMedia to be a fiduciary, agent, joint
venturer, legal representative, partner or servant of the Company for any
purpose whatsoever. NeoMedia agrees that the Company shall in
no event assume
liability for or be deemed liable hereunder as a result of any contract,
agreement, understanding, debt or obligation entered into by NeoMedia on
the
Company's behalf without the Company's
prior written consent.
NeoMedia shall be
solely responsible for and shall pay all
taxes, assessments,
and fees incident
to the performance of his obligations
pursuant to this Agreement.
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ARTICLE 3.
COMPENSATION OF CONSULTANT
3.1. Compensation. As
compensation for the services during the Term of
this Agreement, the Company shall pay NeoMedia a
fee payable by the issuance of
a number of shares of common stock equal to
7% of the Company's
common stock.
This fee shall be deemed fully earned as of
the date hereof.
ARTICLE 4.
MISCELLANEOUS
4.1. Notices.
All notices
hereunder,
to be effective, shall be in
writing and shall be deemed delivered when
delivered by hand, upon confirmation
of receipt by telecopy or when sent by
first-class, certified
mail, postage and
fees prepaid, as follows:
(a) for notices and
communications to the Company
Ipoint-Media Ltd.
2a Habarzel Street
Tel-Aviv 61132, Israel
Attention: Muki Geller, Chief Executive Officer
Telephone: 011-972-3-7657265
Facsimile: 011-972-3-7657139
(b) for notices and
communications to NeoMedia:
NeoMedia Technologies, Inc.
2201 Second Street
Suite 402
Fort Myers, FL 33901
Attention: Charles T.
Jensen, President
&
Chief Executive Officer
Telephone: (239) 337-3434 x 102
Telephone: (800) 798-3559
Facsimile: (239) 337-3668
By notice complying with the foregoing
provisions of this
Section, each p
