**NEONODE
      INC.**




**AMENDMENT
      TO NOTE PURCHASE AGREEMENT**




AMENDMENT
      TO NOTE PURCHASE AGREEMENT, dated as of the 1 st day of
      August, 2007 by and among the New Investors (as defined below) and NEONODE
      INC.,
      a Delaware corporation (together with its successors by merger or otherwise,
      referred to herein as the “ Company ”).




Background :
      Pursuant to a Note Purchase Agreement, dates as of July 31, 2007 (the
“ Note
      Purchase Agreement ”),
      the
      Company made an offering (the “ Offering ”)
      of
      notes, due December 31, 2007, bearing 8% interest and convertible into equity
      of
      the Company or its successors, in aggregate principal amount of $3,000,000
      (the
“ New
      Notes ”)
      to
      accredited and non-US investors (collectively in this capacity, the
“ New
      Investors ”).
      Capitalized terms no otherwise defined herein have the same meaning as in the
      Note Purchase Agreement.




In
      order
      to induce Ellis International LP (“ Ellis ”)
      to act
      as a lead investor in connection with the offering of New Notes, the Company
      and
      the New Investors with to provide Ellis with an opportunity to increase its
      participation in the New Notes in the future.




In
      order
      to induce the parties to the Stockholder Pledge Agreements to extend their
      pledges, the Stock Pledge Agreements have been further amended.




NOW
      THEREFORE, in order to induce Ellis to participate in the Offering and to obtain
      necessary amendments to the Stockholder Pledge Agreements, and in consideration
      of the mutual promises, representation and warranties made each to the other,
      the parties agree that the Note Purchase Agreement is hereby amended and
      supplemented as follows:




1.  The
      aggregate principal amount of New Notes is hereby increased to $4,000,000,
      and
      each of the forms of Amendment No. 4 to Security Agreement, Amendment No. 4
      to
      Stockholder Pledge Agreement and Amendment No 4 to Guaranties shall be amended
      to reflect the increase in the aggregate principal amount of the New
      Notes.




2.  The
      Investors and the Company hereby agree that Ellis shall have the right at its
      option, exercisable at any time prior to December 31, 2007, to purchase up
      to
      $750,000 of New Notes at a price equal to the principal amount thereof with
      the
      right to convert such New Notes into equity of the Company on the same terms
      as
      the other New Notes previously purchased pursuant to the Note Purchase
      Agreement, regardless whether the other New Notes were already converted.
      Without limitation on the foregoing, the New Investors waive any right to
      participate in the offering of New Notes to Ellis as provided in the previous
      sentence. The option granted to Ellis hereunder may be effected by notice to
      the
      company accompanied by payment.




3.  The
      Stockholder Pledge Agreements attached as an exhibit to the Note Purchase
      Agreement have been amended in accordance with the form of Amendment no. 4
      to
      Stockholder Pledge Agreement attached hereto as Annex 1, which supersedes the
      previous form of Amendment No. 4 supplied for each of the three Stockholder
      Pledge Agreements as exhibits to the Note Purchase Agreement.









4.  Except
      as
      explicitly amended as set forth in the Amendment, the terms and provisions
      of
      the Note Purchase Agreements and Bridge Notes shall continue in full force
      and
      effect. This Amendment and Waiver shall be effective when duly executed by
      the
      Company and Participating Investors who constitute the Required
      Majority.




5.  This
      Amendment may be executed in one or more counterparts, each of which shall
      be
      deemed an original but all of which shall constitute a single
      instrument.




[balance
      of page intentionally left blank – signature page follows]


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**Signature
      Page**


**to**


**Neonode
      Inc.**


**Amendment
      to Note Purchase Agreement**


**dated
      August 1, 2007**




IN
      WITNESS WHEREOF, the undersigned have hereunto set their hands and seals on
      the
      day and year first above written.




THE
              COMPANY:NEONODE
                INC.By:







NEW
              INVESTORS[_________________________________________________________________]By:Name[_________________________________________________________________]By:Name[_________________________________________________________________]By:Name[_________________________________________________________________]By:Name[_________________________________________________________________]By:Name[_________________________________________________________________]By:Name


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