Exhibit 10.49 Termination of Collateralized Guaranty Between IBM Credit Corporation, Gen-Tech, Inc. and Dev-Mark, Inc. Dated February 5, 1997

                           NeoMedia Technologies, Inc.



                                  Exhibit 10.49


            Termination of Collateralized Guaranty Between IBM Credit
      Corporation, Gen-Tech, Inc. and Dev-Mark, Inc. Dated February 5, 1997



                                     IBM
-----------------------------------------------------------------------------
IBM Credit Corporation            0000 Xxxxxxxxxxx Xxxx
                                     Xxx Xxxxx, XX 00000
                                     000-000-0000


February 5, 1997

                           CERTIFIED MAIL/RETURN RECEIPT REQUESTED


Xx. Xxxxxxx X. Xxxxx
NeoMedia Technologies, Inc
0000 Xxxxxx Xxxxxx, Xxxxx 000
Xxxx Xxxxx, XX 00000

RE:  Termination of Collateralized Guaranty

Dear Xx. Xxxxx:

IBM CREDIT CORPORATION ("IBM Credit") hereby acknowledges receipt of your
request to terminate the Collateralized Guaranty from Gen-Tech, Inc., and
Dev-Mark, Inc., of the obligations of NeoMedia Technologies, Inc. (Dealer)
executed by you on August 16, 1994.

Please be advised that according to the terms of the Guaranty, the termination
will be effective sixty (60) days after receipt and acknowledgment by IBM
Credit. The termination does not affect your guaranty of liabilities (as defined
in the Guaranty) prior to the effective date of termination.

The effective date of termination shall be April 5, 1997. You will be obligated
to pay all Liabilities incurred prior to this date.

Please do not hesitate to contact the undersigned if you have any questions.

Sincerely,
/s/ SAGE X. XXXXXXX
-------------------
Xxxx X. Xxxxxxx
Credit Manager

SKR/klm

Enclosure