STOCKHOLDER
      PLEDGE AND SECURITY AGREEMENT





STOCKHOLDER
      PLEDGE AND SECURITY AGREEMENT (“Agreement”) dated as of February 28, 2006, made
      by ______________ (“Pledgor”), in favor of the Investors identified on Exhibit A
      hereto (collectively, the “Investors”).





WITNESSETH;





WHEREAS,
      Pledgor is a principal shareholder or an affiliate of an officer and director
      of
      Neonode, Inc., a Delaware corporation (“Neonode”);





WHEREAS,
      Neonode plans to issue certain secured notes, dated as of the date hereof,
      to
      each of the Investors (the “Notes”);





WHEREAS,
      Pledgor is executing and delivering this Agreement, granting to the Investors
      a
      security interest in the shares of Neonode listed on Exhibit B hereto owned
      by
      Pledgor (the “Pledged Shares”), to secure Neonode’s obligations to the Investors
      under the Notes and this Agreement;





WHEREAS,
      Pledgor has determined that the execution, delivery and performance of this
      Agreement directly benefits Pledgor and is in its best interests as a principal
      shareholder of Neonode:





WHEREAS,
      the Investors have appointed AIGH Investment Partners, LLC (“AIGH”), and AIGH
      has agreed to so act, as the pledgeholder (the “Pledgeholder”) for and on behalf
      of the Investors and as the Investors’ agent for purposes of this
      Agreement;





WHEREAS,
      the affiliates of Pledgor have guaranteed certain of Pledgor’s Obligations
      hereunder; and





WHEREAS,
      the term “Default” shall mean any material breach of any of Neonode’s
      obligations under the Notes or Pledgor’s representations, warranties or
      covenants contained herein, the term “affiliate” means persons controlling,
      controlled by or under common control with another person, and all terms used
      in
      this Agreement which are defined in Article 9 of the Uniform Commercial Code
      (the “UCC”) as currently in effect in the State of New York and which are not
      otherwise defined herein shall have the same meanings herein as set forth
      therein;





NOW,
      THEREFORE, in order to induce the Investors to purchase the Notes and in
      consideration of the premises and the agreements herein and other good and
      valuable consideration, the receipt and sufficiency of which is hereby
      acknowledged, the parties to this Agreement hereby agree as
      follows:





1.  Representation .
      Pledgor
      hereby represents that neither it nor any of its affiliates owns any interest
      in
      any technology, intellectual property or other assets or rights of any nature
      whatsoever used by Neonode or necessary for Neonode to carry on its
      business.








2.  Pledge
      and Grant of Security Interest and Substituting and Release of
      Collateral .




(a)  As
      collateral security for all of the Obligations (as defined in Section 3 hereof),
      the Pledgor hereby pledges and assigns to the Investors and grants to the
      Investors a continuing security interest in, the following (the “Pledged
      Collateral”):




(i)  The
      Pledged Shares, the certificates representing the Pledged Shares and all options
      and other rights, contractual or otherwise, in respect thereof, and




(ii)  All
      proceeds of any and all of the foregoing (including dividend whether paid in
      cash or in kind); in each case, as its interest therein may arise or appear
      (whether by ownership, security interest, claim or otherwise).




3.  Security
      for Obligations .
      The
      security interest created hereby in the Pledged Collateral constitutes
      continuing collateral security for the following (collectively, the
“Obligations”): (i) the timely satisfaction by Neonode of all of its liabilities
      and obligations under the Notes, (ii) any breach by Pledgor of its
      representations contained herein, and (iii) the performance by Pledgor of all
      of
      its obligations arising under, or contemplated by, this Agreement.




4.  Delivery
      of the Pledged Collateral .
      All
      certificates currently representing the Pledged Shares shall be delivered to
      Pledgeholder on or prior to the execution and delivery of this Agreement, to
      be
      held by it as agent of and for the benefit of the Investors. All other
      certificates and other instruments constituting Pledged Collateral from time
      to
      time shall be delivered to the Pledgeholder promptly upon the receipt thereof
      by
      or on behalf of the Pledgor. All such certificates and instruments shall be
      held
      on behalf of the Investors by Pledgeholder pursuant hereto and shall be
      delivered in suitable form for transfer by delivery or shall be accompanied
      by
      duly executed instruments of transfer or assignment in blank, all in form and
      substance satisfactory to Pledgeholder.




5.  Representations
      and Warranties .
      The
      Pledgor represents and warrants as follows:




(a)  The
      Pledged Shares have been duly authorized and are validly issued, fully paid
      and
      nonassessable.




(b)  The
      Pledgor is and will be at all times the legal and beneficial owner of the
      Pledged Collateral, free and clear of any lien, security interest, option or
      other charge or encumbrance, except for transfer restrictions under applicable
      federal and state securities laws and the security interest created by this
      Agreement, except as set forth on Exhibit C attached hereto.




(c)  Pledgor
      shall be entitled to all dividends payable in cash.




(d)  The
      Investors’ rights to exercise any of their rights and remedied hereunder will
      not contravene any contractual restriction binding on or affecting Pledgor
      or
      any of its properties and will not result in or require the creation of any
      lien, security interest or other charge or encumbrance upon or with respect
      to
      any of its properties.







(e)  No
      authorization or approval or other action by, and no notice to or filing with,
      any governmental authority or other regulatory body is required for (i) the
      grant by Pledgor, or the perfection, of the security interest purported to
      be
      created hereby in the Pledged Collateral or (ii) the exercise by the Investors
      of any of their rights and remedies hereunder, except as may be required in
      connection with any sale of any Pledged Collateral by laws affecting the
      offering and sale of securities generally.




(f)  This
      Agreement creates a valid security interest in favor of the Investors in the
      Pledged Collateral, as security for the Obligations. Pledgeholder’s having
      possession of the certificates representing the Pledged Shares and all other
      certificates and instruments constituting Pledged Collateral from time to time
      results in the perfection of such security interest. Such security interest
      is,
      or in the case of Pledged Collateral in which Pledgor obtains rights after
      the
      date hereof, will be, a perfected, first priority security
      interest.




(g)  All
      shareholders of Neonode, including the Pledgor, have irrevocably waived all
      pre-emption rights under the articles of association in relation to the Pledged
      Collateral and all shareholders have undertaken to procure that such waiver
      is
      binding upon each waiving shareholder’s successors and assigns.




6.  Covenants .
      So long
      as any of the Obligations shall remain outstanding, Pledgor will, unless the
      Pledgeholder on the Investors’ behalf shall otherwise consent in
      writing:




(a)  keep
      adequate records concerning the Pledged Collateral and permit the Pledgeholder
      or other representative of the Investors at any reasonable time and from time
      to
      time examine and make copies of and abstracts from such records;




(b)  at
      its
      expense, promptly deliver to the Investors a copy of each notice or other
      communication received by it in respect of the Pledged Collateral;




(c)  at
      its
      expense, defend Investors’ right, title and security interest in and to the
      Pledged Collateral against the claims of any person;




(d)  not
      sell,
      assign (by operation of law or otherwise), exchange or otherwise dispose of
      any
      Pledged Collateral or any interest therein;




(e)  not
      create or suffer to exist any lien, security interest or other charge or
      encumbrance upon or with respect to any Pledged Collateral except for the
      security interest created hereby, or




(f)  not
      make
      or consent to any amendment or other modification or waiver with respect to
      any
      Pledged Collateral or enter into any agreement or permit to exist any
      restriction with respect to any Pledged Collateral other than pursuant
      hereto.




7.  Voting
      Rights, Dividends, Etc. in Respect of the Pledged Collateral .




(a)  So
      long
      as no Default shall have occurred and be continuing:







(i)  Pledgor
      may exercise any and all voting and other consensual rights pertaining to any
      Pledged Collateral for any purpose not inconsistent with the terms of this
      Agreement;




(ii)  Pledgor
      may receive and retain in trust for the benefit of the Investors in case there
      is a Default, any and all dividends paid in cash with respect of the Pledged
      Collateral; and




(iii)  The
      Pledgeholder and the Investors will execute and deliver (or cause to be executed
      and delivered) to Pledgor all such proxies and other instruments as Pledgor
      may
      reasonably request for the purpose of enabling Pledgor to exercise the voting
      and other rights which it is entitled to exercise pursuant to paragraph (i)
      of
      this Section 7(a) and to receive the dividends which it is authorized to receive
      and retain pursuant to paragraph (ii) of this Section 7(a).




(b)  Upon
      the
      occurrence and during the continuance of a Default;




(i)  all
      rights of Pledgor to exercise the voting and other consensual rights which
      it
      would otherwise be entitled to exercise pursuant to paragraph (i) of a
      subsection (a) of this Section 7, and to receive the dividends which it would
      otherwise be authorized to receive and retain pursuant to paragraph (ii) of
      subsection (a) of this Section 7, shall cease, and all such rights shall
      thereupon become vested in the Investors, who shall thereupon have the sole
      right to exercise such voting and other consensual rights and to receive and
      hold as Pledged Collateral such dividends;




(ii)  without
      limiting the generality of the foregoing, the Pledgeholder on the Investors’
behalf may, at its option, exercise any and all rights of conversion, exchange,
      subscription or any other rights, privileges or options pertaining to any of
      the
      Pledged Collateral as if it were the absolute owner thereof, including, without
      limitation, the right to exchange, in its discretion, any and all of the Pledged
      Collateral upon the merger, consolidation, reorganization, recapitalization
      or
      other adjustment of Neonode, or upon the exercise by Neonode of any right,
      privilege or option pertaining to any Pledged Collateral, and, in connection
      therewith, to deposit and deliver any and all of the Pledged Collateral with
      any
      committee, depository, transfer agent, registrar or other designated agent
      upon
      such terms and conditions as it may determine; and




(iii)  all
      dividends which are received by the Pledgor contrary to the provisions of
      paragraph (i) of this Section 7(b) shall be received in trust for the benefit
      of
      the Investors, shall be segregated from other funds of Pledgor, and shall be
      forthwith paid over to Pledgeholder as Pledged Collateral in the exact form
      received with any necessary endorsement and/or appropriate stock powers duly
      executed in blank, to be held by Pledgeholder as Pledged Collateral and as
      further collateral security for the Obligations.




8.  Additional
      Provisions Concerning the Pledged Collateral .




(a)  Upon
      the
      occurrence and during the continuance of a Default, Pledgor hereby appoints
      Pledgeholder the Pledgor’s attorney-in-fact and proxy, with full authority in
      the place and stead of the Pledgor and in name of Pledgor or otherwise, from
      time to time in Pledgeholder’s discretion, to take any action and to execute any
      instrument which Pledgeholder may deem necessary or advisable to accomplish
      the
      purposes of this Agreement (subject to the rights of the Pledgor under Section
      7(a) hereof), including, without limitation, to receive, indorse and collect
      all
      instruments made payable to the Pledgor representing any dividend or other
      distribution in respect of any Pledged Collateral and to give full discharge
      for
      the same.







(b)  Upon
      the
      occurrence of and during the continuance of a Default, the Pledgor undertakes
      to
      execute and deliver (or cause to be executed and delivered) to the Pledgeholder
      all such proxies and other instruments as the Pledgeholder may reasonably
      request for the purpose of enabling the Pledgeholder to exercise the voting
      and
      other rights which the Pledgeholder is entitled to exercise under this Agreement
      upon the occurrence and continuance of a Default.




(c)  If
      the
      Pledgor fails to perform any agreement or obligation contained herein,
      Pledgeholder itself may perform or cause performance of , such agreement or
      obligation, and the expenses of Pledgeholder incurred in connection therewith
      shall be payable by Pledgor.




(d)  The
      Pledgor hererby irrevocably waives all per-emption rights under Neonode’s
      articles of association in relation to all shares in Neonode held by the
      Pledgeholder for and on behalf of the Investors to secure the obligations under
      the Notes.




9.  Remedies
      Upon Default :
      If a
      Default shall have occurred and be continuing;




(a)  Upon
      30
      days prior notice to Pledgor, the Pledgeholder on the Investors’ behalf may
      sell, assign and deliver to any person (including, but not limited to,
      themselves) any or all of the Pledged Collateral in such manner and upon such
      terms and conditions as the Pledgeholder, in its sole discretion may deem
      proper, with or without demand, advertisement or notice to Pledgor of the date,
      time or place of any such sale or sales or adjournments thereof.




(b)  The
      Pledgeholder on the Investors’ behalf may exercise in respect of the Pledged
      Collateral, in addition to other rights and remedies provided for herein or
      otherwise available to it, all of the rights and remedies of a secured party
      on
      default; and without limiting the generality of the foregoing and without notice
      except as specified below, sell the Pledged Collateral or any part thereof
      in
      one or more parcels at public or private sale, at any exchange or broker’s board
      or elsewhere, at such price or prices and on such other terms as the
      Pledgeholder may deem commercially reasonable. Pledgor agrees that, to the
      extent notice of sale shall be required by law, at least 30 days notice to
      Pledgor of the time and place of any public sale or the time after which any
      private sale is to be made shall constitute reasonable notification. The
      Pledgeholder shall not be obligated to make any sale of Pledged Collateral
      regardless of notice of sale having been given. The Pledgeholder may adjourn
      any
      public or private sale from time to time by announcement at the time and place
      fixed therefor, and such sale may, without further notice, be made at the time
      and place to which it was so adjourned.




(c)  Pledgor
      recognizes that the Pledgeholder on the Investors’ behalf may deem it
      impracticable to effect a public sale of all or any part of the Pledged Shares
      or any other securities constituting Pledged Collateral and that the
      Pledgeholder on the Investors’ behalf may, therefore, determine to make one or
      more private sales of any such securities to a restricted group of purchasers
      who will be obligated to agree, among other things, to acquire such securities
      for their own account, for investment and not with a view to the distribution
      of
      resale thereof. Pledgor acknowledges that any such private sale may be at prices
      and on terms less favorable to the Investors than the prices and other terms
      which might have been obtained at a public sale and, notwithstanding the
      foregoing, agrees that such private sales shall be deemed to have been made
      in a
      commercially reasonable manner and that the Pledgeholder shall have no
      obligation to delay the sale of any such securities for the period of time
      necessary to permit the issuer of such securities to register such securities
      for public sale under the United States Securities Act of 1933, a
      amended.







(d)  Any
      cash
      held by the Pledgeholder as Pledged Collateral and all cash proceeds received
      by
      the Pledgeholder in respect of any sale of, collection from, or other
      realization upon, all or any part of the Pledged Collateral shall be applied
      as
      follows:




(i)  First,
      to
      the payment of the reasonable costs and expenses, including reasonable
      attorneys’ fees and legal expenses, incurred by the Investors in connection with
      (A) the administration of this Agreement, (B) the custody, preservation, use
      or
      operation of, or the sale of, collection from, or other realization upon, any
      Pledged Collateral, (C) the exercise or enforcement of any of the rights of
      the
      Investors hereunder or (D) the failure of Pledgor to perform or observe any
      of
      the provisions hereof;




(ii)  Second,
      at the option of the Pledgeholder on the Investors’ behalf, to the payment or
      other satisfaction of any liens and other encumbrances upon any of the Pledged
      Collateral;




(iii)  Third,
      to
      the payment of the Obligations;




(iv)  Fourth,
      to the payment of any other amounts required by applicable law; and




(v)  Fifth,
      the surplus proceeds, if any, to Pledgor or to whosoever shall be lawfully
      entitled to receive the same or as a court of competent jurisdiction shall
      direct.




(e)  Pledgor
      hereby waives and releases any and all rights of equity of redemption whether
      before or after any sale, transfer, or other disposition or application
      contemplated by this Section 9 and, except as herein expressly required, any
      and
      all notice to Pledgor of the foregoing action.




(f)  For
      the
      avoidance of doubt, Chapter 10 of the Swedish Commercial code (Sw.
      Handelshalken) shall not apply when the Pledgeholder enforces the Pledged
      Collateral.




10.  Expenses .
      Each
      party to this Agreement shall pay all of its own expenses incurred in connection
      with this Agreement.




11.  Notices,
      Etc .
      All
      notices and other communications provided for hereunder shall be in writing
      and
      shall be mailed, sent by fax or delivered, if to the Pledgeholder or the
      Investors, c/o AIGH Investment Partners, LLC, 6006 Berkeley Avenue, Baltimore,
      Maryland 21209, fax 212-751-2892, Attention: Orin Hirschman, with a copy to
      Hahn
& Hessen LLP, 488 Madison Avenue, New York, New York 10022, fax
      212-478-7400, Attention: James Kardon, Esq,; and if to Pledgor,
      [________________] or, as to each party, at such other address as shall be
      designated by such party in a written notice to the other parties complying
      as
      to delivery with the terms of this Section 11. All such notices and other
      communications shall be effective (i) if mailed, when deposited in the mail,
      (ii) if sent by facsimile, when received, or (iii) if delivered, when
      delivered.







12.  Pledgeholder .




The
      Parties to this Agreement agree that AIGH, as the Pledgeholder (or any successor
      Pledgeholder hereunder), shall have no liability for any act or omission in
      the
      capacity of the Pledgeholder under this Agreement except for a willful
      misconduct or gross negligence. No successor Pledgeholder shall be liable for
      any act or omissions of a predecessor Pledgeholder.




The
      Pledgeholder may resign at any time by giving seven days written notice to
      the
      parties to this Agreement and the Investors, acting by a majority in number,
      may
      replace the Pledgeholder by giving the Pledgeholder two days written notice
      of
      the replacement and the identity of the new Pledgeholder. In the event of a
      resignation, the Investors, acting by a majority in number, shall designate
      a
      successor Pledgeholder and give notice as to the identity of the new
      Pledgeholder to the parties to this Agreement.




13.  Miscellaneous .




(a)  No
      amendment of any provision of this Agreement shall be effective unless it is
      in
      writing and signed by the parties hereto, and no waiver of any provision of
      this
      Agreement, and no consent to any departure by Pledgor therefrom, shall be
      effective unless it is in writing and signed by the Investors, and then such
      waiver or consent shall be effective only in the specific instance and for
      the
      specific purpose for which given.




(b)  No
      failure on the part of the Pledgeholder or the Investors to exercise, and no
      delay in exercising, any right hereunder shall operate as a waiver thereof,
      nor
      shall any single or partial exercise of any such right preclude any other or
      further exercise thereof or the exercise of any other right. The rights and
      remedies of the Investors provided herein are cumulative and are in addition
      to,
      and not exclusive of, any rights or remedies provided by law.




(c)  Any
      provision of this Agreement which is prohibited or unenforceable in any
      jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
      such prohibition or unenforceability without invalidating the remaining portions
      hereof or thereof or affecting the validity or enforceability of such provision
      in any other jurisdiction.




(d)  Upon
      the
      satisfaction in full of the Obligations, (i) this Agreement and the security
      interest created hereby shall terminate and all rights to the Pledged Collateral
      shall revert to Pledgor, and (ii) the Pledgeholder or the Investors will, upon
      Pledgor’s request; (A) return to Pledgor such of the Pledged Collateral as shall
      not have been sold or otherwise disposed of or applied pursuant to the terms
      hereof, and (B) execute and deliver to Pledgor such documents as Pledgor shall
      reasonably request to evidence such termination.







(e)  This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of New York.




(f)  The
      courts of New York, New York shall have exclusive jurisdiction to settle any
      dispute arising out of or in connection with this Agreement (including a dispute
      regarding the existence, validity or termination of this Agreement or the
      consequences of its nullity).




[Signatures
      on the following pages.]







IN
      WITNESS WHEREOF, the parties hereto have duly executed this Stockholder Pledge
      and Security Agreement as of the date first above written.




PLEDGORBy:
            _____________________________Name:
            _____________________________Title:
            _____________________________PLEDGEHOLDERAIGH
                INVESTMENT PARTNERS, LLCBy:
            _______________________________Name:
            _______________________________Title:
            _______________________________








EXHIBIT
      A




The
      Investors







EXHIBIT
      B




Shares
      of Neonode Inc held by the Pledgor







EXHIBIT
      C




Liens,
      Security Interest, Options or Other Charges or Encumbrances on the Pledged
      Collateral