Exhibit 10.4

                                  Exhibit 10.4

      FIRST AGREEMENT AND AMENDMENT TO CONSULTING AGREEMENT


      THIS FIRST AGREEMENT AND AMENDMENT TO CONSULTING AGREEMENT (the
"Amendment") is entered into as of the 29th day of January, 2004, by and between
NEOMEDIA TECHNOLOGIES, INC., a Delaware corporation (the "Company"), and
XXXXXXXXX CAPITAL LLC. ("Consultant").

                                    Recitals

      WHEREAS, the Company and Consultant entered into a consulting agreement
      dated December 5, 2001 (the "Consulting Agreement").

      WHEREAS, the Company and Consultant continue to operate under the terms of
      the Consulting Agreement.

      WHEREAS, the Company and Consultant wish to amend certain terms of the
      Consulting Agreement through execution of this Amendment.



      NOW, THEREFORE, in consideration of the mutual covenants contained herein
and other good and valuable consideration, the receipt and sufficiency of which
is acknowledged, the parties mutually covenant and agree as follows:

      1.    Section 1.1 is hereby amended to provide that the Initial Term, as
            defined in the Consulting Agreement, shall now be defined as two (2)
            years from the effective date of this Amendment.

      2.    Section 1.2 is hereby amended to provide that monthly compensation
            paid by the Company to Consultant shall be $15,000.00.

      3.    Section 1.5 is hereby amended to provide that the Company shall not
            reimburse Consultant for any expenses.


      IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of
the day and year first above written.


NEOMEDIA TECHNOLOGIES, INC.                 XXXXXXXXX CAPITAL LLC


By:/s/ Xxxxxxx X. Xxxxxx                    By: /s/ Xxxxxx Xxxxxx