INDEMNIFICATION AGREEMENT
AGREEMENT, made as of the day of September, 2004, between Ipoint-Media
Ltd., an Israeli corporation ("iPoint"), and Neomedia Technologies, Inc., a
Delaware corporation ("Neomedia").
WHEREAS, iPoint
and Neomedia entered into a Business Development
Agreement dated as of the date hereof (the "Agreement"), pursuant to which
Neomedia received certain shares of common stock of
iPoint ("iPoint
Shares");
and
WHEREAS, Neomedia intends to distribute the iPoint Shares to the
shareholders of Neomedia as detailed in the
Business Development
Agreement even
date herewith ("Agreement").
NOW THEREFORE, for good and valuable consideration, the sufficiency of
which is hereby acknowledged:
1. iPoint agrees to indemnify and hold harmless Neomedia and its
directors, officers, employees, and agents (each, an "Indemnified Party"),
against and in respect of all losses, liabilities, obligations, damages,
actions, suits, proceedings, orders, judgments, costs and expenses (including
the reasonable fees, disbursements and
expenses of attorneys and consultants) of
any kind or nature whatsoever, but net of the proceeds from any insurance
policies or other
