EXHIBIT 10.65

                           NEOMEDIA TECHNOLOGIES, INC.
                         NEOMEDIA TELECOM SERVICES INC.
                          2201 Second Street, Suite 402
                            Fort Myers, Florida 33901

                                  June 6, 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:   Increase to Number of Allowable BSD Shares Outstanding

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 7.3.(g) is hereby amended to read as follows:

            "Issued  Company Common Stock.  The Company shall not have in excess
            of 38,000,000  shares of Company Common Stock issued and outstanding
            as of the Closing Date."

      As a result of the foregoing  change,  Buyer shall have the absolute right
to terminate the  Agreement,  and the Merger would thereby be abandoned,  if the
Company has in excess of 38,000,000  shares  outstanding on the Closing Date, as
defined in the Agreement.

      This letter agreement may be executed in any number of counterparts,  each
of which shall be deemed an original, and both of which shall constitute one and
the same  instrument.  This letter  agreement  shall be accepted,  effective and
binding, for all purposes, when the parties shall have signed and transmitted to
each other, by telecopier or otherwise,  copies of this letter agreement. In the
event of any litigation arising hereunder, the prevailing party or parties shall
be entitled to recover its reasonable  attorneys'  fees and court costs from the
other party or parties,  including  the costs of bringing  such  litigation  and
collecting upon any judgments.  This letter  agreement shall be binding upon and
shall  inure to the benefit of the parties  hereto and their  respective  heirs,
executors, legal representatives, trustees, successors and assigns.




If the  foregoing  correctly  sets forth the terms of our  agreement,  please so
signify by signing  this letter  agreement on the line  provided  below for such
purpose and  transmitting to each of us a signed copy of this letter  agreement,
whereupon this letter agreement will constitute a binding agreement among us.

                                    Very truly yours,

                                    NEOMEDIA TECHNOLOGIES, INC.

                                    By: /s/ Charles T. Jensen
                                       ---------------------------------
                                       Charles T. Jensen
                                       President, CEO & Director

                                    NEOMEDIA TELECOM SERVICES, INC.

                                    By: /s/ David A. Dodge
                                       ---------------------------------
                                       David A. Dodge
                                       Secretary & Treasurer

ACKNOWLEDGED, AGREED TO AND ACCEPTED THIS 6th DAY OF JUNE, 2005:

BSD SOFTWARE, INC.

By: /s/ Guy Fietz, President & CEO
   -------------------------------
   Guy Fietz, President & CEO