EXHIBIT 10.56
NEOMEDIA TECHNOLOGIES, INC.
NEOMEDIA TELECOM SERVICES INC.
2201 Second Street, Suite 402
Fort Meyers, Florida 33901
March 17, 2005
Mr. Guy Fietz
President and Chief Executive Officer
BSD Software, Inc.
8500 MaCleod Trail, S.E., Suite 300E
Calgary, Alberta
Canada T2H 2N1
Re: Extension of
Outside Date in the Agreement and Plan of Merger
Dear Mr. Fietz:
This
letter agreement
amends particular terms of that of that certain
Agreement and Plan of Merger (the "Agreement"), dated as of December 21, 2004,
by and among NeoMedia
Technologies,
Inc., a Delaware
corporation
("Buyer"),
NeoMedia Telecom Services, Inc., a Nevada corporation ("Merger Sub"), and BSD
Software, Inc., a
Florida corporation
(the "Company").
Capitalized terms
not
otherwise defined
herein shall have the meanings ascribed to them in the
Agreement. The Agreement is hereby amended in the following
respects:
Section
8.1.(b) is hereby
amended to delete the
reference to "March
31,
2005" and to
replace it with "July 31, 2005." As a result of the
foregoing
change, (i) Buyer or
the Company shall have the absolute right to terminate the
Agreement, and the
Merger would thereby be abandoned, if the Merger is not
consummated on or
before July 31, 2005,
unless such date is extended by mu
