AMENDMENT TO REGISTRATION RIGHTS AGREEMENT

      THIS AMENDMENT (the "Amendment") is made and entered into effective as of
May 24, 2005, by and between the CORNELL CAPITAL PARTNERS, LP, a Delaware
Limited Partnership (the "Investor") and IPOINT MEDIA LTD., an Israeli
Corporation (the "Company").

                                   WITNESSTH:

      WHEREAS, the Company and the Investor entered into an Investment
Agreement, Registration Rights Agreement and Escrow Agreement dated October 12,
2004 (individually referred to as the "Investment Agreement", the "Registration
Rights Agreement", and the "Escrow Agreement", and collectively referred to as
the "Transaction Documents"); and

      WHEREAS, the parties desire to amend the terms of Registration Rights
Agreement as set forth herein.

      NOW, THEREFORE, in consideration of the promises and the mutual promises,
conditions and covenants herein contained and in the Transaction Documents, and
other good and valuable consideration, receipt of which is hereby acknowledged,
the parties hereto agree as follows:

      1. The Registration Rights Agreement is hereby amended by deleting Section
2(a) in its entirety and inserting in lieu thereof the following:

            "(a) The Company shall prepare and file, by June 15, 2005, with the
      SEC, a registration statement on Form S-1 or SB-2 (or, if the Company is
      then eligible, on Form S-3) under the 1933 Act registering the shares of
      common stock that Neomedia Technologies, Inc. intends to distribute to its
      stockholders (the "Spinoff Registration Statement"). Subject to the terms
      and conditions of this Agreement, the Company shall prepare and file, no
      later than ten (10) days after the SEC has declared the Spinoff
      Registration Statement effective, but in no event later than September 30,
      2005 (the "Scheduled Filing Deadline"), with the SEC, a registration
      statement on Form S-1 or SB-2 (or, if the Company is then eligible, on
      Form S-3) under the 1933 Act (the "Secondary Registration Statement") for
      the registration for the resale by the Investor of the Registrable
      Securities. The Company shall cause the Secondary Registration Statement
      to remain effective until all of the Registrable Securities have been
      sold."

      2. The Registration Rights Agreement is hereby amended by deleting Section
2(b) in its entirety and inserting in lieu thereof the following:


            "(b) Effectiveness of the Initial Registration Statement. The
      Company shall use its best efforts (i) to have the Secondary Registration
      Statement declared effective by the SEC no later than thirty (30) days



      after the filing thereof (the "Scheduled Effective Deadline") and (ii) to
      insure that the Secondary Registration Statement and any subsequent
      Registration Statement remains in effect until all of the Registrable
      Securities have been sold, subject to the terms and conditions of this
      Agreement. It shall be an event of default hereunder if the Secondary
      Registration Statement is not declared effective by the SEC within one
      hundred fifty (150) days after filing of the Spinoff Registration
      Statement."

      3. The Investor hereby waives all rights to any penalties or damages that
have accrued to date pursuant to the Registration Rights Agreement.

      4. Except as set forth hereinabove, all other terms and provisions of the
Transaction Documents shall remain in full force and effect.


      IN WITNESS WHEREOF the parties have hereunto set their hands and seals the
day and year set above set forth.


                                      COMPANY:
                                      IPOINT MEDIA LTD.

                                      By:
                                         --------------------------------
                                      Name:       Muki Geller
                                      Title:      CEO


                                      INVESTOR:
                                      CORNELL CAPITAL PARTNERS, LP

                                      By:      Yorkville Advisors, LLC
                                      Its:     General Partner

                                      By:
                                         --------------------------------
                                      Name:    Mark Angelo
                                      Title:   Portfolio Manager