AMENDED
      AND RESTATED CERTIFICATE OF INCORPORATION


OF


NEONODE
      INC.





Neonode
      Inc., a corporation organized and existing under the laws of the State of
      Delaware (the “Corporation”), hereby certifies as follows:





1.  The
      current name of the Corporation is Neonode Inc. The name under which the
      Corporation was originally incorporated is SBE (Delaware), Inc. and the date
      of
      the filing of the original Certificate of Incorporation with the Secretary
      of
      State of the State of Delaware is September 4, 1997.




2.  The
      Certificate of Incorporation of the Corporation, as the same heretofore has
      been
      amended, supplemented or restated (the "Certificate of Incorporation") currently
      authorizes the issuance of 42,000,000 shares of all classes, which are divided
      into (i) 40,000,000 shares of common stock, $0.001 par value per share and
      (ii)
      2,000,000 shares of Preferred Stock, $0.001 par value per share, of which no
      series have been designated, and the Corporation wishes to increase the number
      of authorized shares of common stock to 75,000,000 shares.




3.  The
      amendment and the restatement of the restated Certificate of Incorporation
      herein certified have been duly adopted by the stockholders in accordance with
      the provisions of Section 242 and of Section 245 of the General Corporation
      Law
      of the State of Delaware and integrates and further amends the Certificate
      of
      Incorporation of the Corporation, so as to read in its entirety as follows:




ARTICLE
      I.




The
      name
      of this Corporation is Neonode Inc.




ARTICLE
      II.




The
      address of the registered office of the corporation in the State of Delaware
      is
      1209 Orange Street, City of Wilmington, County of New Castle, and the name
      of
      the registered agent of the corporation in the State of Delaware at such address
      is the The Corporation Trust Company.




ARTICLE
      III.




The
      purpose of this corporation is to engage in any lawful act or activity for
      which
      a corporation may be organized under the General Corporation Law of the State
      of
      Delaware.




ARTICLE
      IV.




A.  This
      corporation is authorized to issue two classes of stock to be designated,
      respectively, "Common Stock" and "Preferred Stock." The total number of shares
      which the corporation is authorized to issue is Seventy-Seven Million
      (77,000,000) shares, of which Seventy-Five Million (75,000,000) shares will
      be
      Common Stock, par value $0.001 per share, and Two Million (2,000,000) shares
      will be Preferred Stock, par value $0.001 per share.




B.  The
      Preferred Stock may be issued from time to time in one or more series. The
      Board
      of Directors is hereby authorized, by filing a certificate (a "Preferred Stock
      Designation") pursuant to the Delaware General Corporation Law, to fix or alter
      from time to time the designation, powers, preferences and rights of the shares
      of each such series and the qualifications, limitations or restrictions of
      any
      wholly unissued series of Preferred Stock, and to establish from time to time
      the number of shares constituting any such series or any of them; and to
      increase or decrease the number of shares of any series subsequent to the
      issuance of shares of that series, but not below the number of shares of such
      series then outstanding. In case the number of shares of any series is decreased
      in accordance with the foregoing sentence, the shares constituting such decrease
      will resume the status that they had prior to the adoption of the resolution
      originally fixing the number of shares of such series.










ARTICLE
      V.




For
      the
      management of the business and for the conduct of the affairs of the
      corporation, and in further definition, limitation and regulation of the powers
      of the corporation, of its directors and of its stockholders or any class
      thereof, as the case may be, it is further provided that:




A.




(1)
      The
      management of the business and the conduct of the affairs of the corporation
      will be vested in its Board of Directors. The number of directors that will
      constitute the whole Board of Directors will be fixed exclusively by one or
      more
      resolutions adopted by the Board of Directors.




(2)
      Subject to the rights of the holders of any series of Preferred Stock to elect
      additional directors under specified circumstances, the directors will be
      divided into three classes designated as Class I, Class II and Class III,
      respectively. Directors will be assigned to each class in accordance with a
      resolution or resolutions adopted by the Board of Directors. At the first annual
      meeting of stockholders following the adoption and filing of this Certificate
      of
      Incorporation, the term of office of the Class I directors will expire and
      Class
      I directors will be elected for a full term of three years. At the second annual
      meeting of stockholders following the adoption and filing of this Certificate
      of
      Incorporation, the term of office of the Class II directors will expire and
      Class II directors will be elected for a full term of three years. At the third
      annual meeting of stockholders following the adoption and filing of this
      Certificate of Incorporation, the term of office of the Class III directors
      will
      expire and Class III directors will be elected for a full term of three years.
      At each succeeding annual meeting of stockholders, directors will be elected
      for
      a full term of three years to succeed the directors of the class whose terms
      expire at such annual meeting. Notwithstanding the foregoing provisions of
      this
      Article, each director will serve until his or her successor is duly elected
      and
      qualified or until his or her death, resignation or removal. No decrease in
      the
      number of directors constituting the Board of Directors will shorten the term
      of
      any incumbent director.




(3)
      Subject to the rights of the holders of any series of Preferred Stock, no
      director will be removed without cause. Subject to any limitations imposed
      by
      law, the Board of Directors or any individual director may be removed from
      office at any time with cause by the affirmative vote of the holders of
      sixty-six and two thirds percent (66-2/3%) of the voting power of all the
      then-outstanding shares of voting stock of the corporation entitled to vote
      at
      an election of directors (the "Voting Stock").




(4)
      Subject to the rights of the holders of any series of Preferred Stock, any
      vacancies on the Board of Directors resulting from death, resignation,
      disqualification, removal or other causes and any newly created directorships
      resulting from any increase in the number of directors will, unless the Board
      of
      Directors determines by resolution that any such vacancies or newly created
      directorships will be filled by the stockholders, except as otherwise provided
      by law, be filled only by the affirmative vote of a majority of the directors
      then in office, even though less than a quorum of the Board of Directors, and
      not by the stockholders. Any director elected in accordance with the preceding
      sentence will hold office for the remainder of the full term of the director
      for
      which the vacancy was created or occurred and until such director's successor
      has been elected and qualified.




(5)
      In
      the event that Section 2115(a) of the California Corporations Code is applicable
      to this corporation, then the following will apply:




(a)
      Every
      stockholder entitled to vote in any election of directors of this corporation
      may cumulate such stockholder's votes and give one candidate a number of votes
      equal to the number of directors to be elected multiplied by the number of
      votes
      to which the stockholder's shares are otherwise entitled, or distribute the
      stockholder's votes on the same principle among as many candidates as such
      stockholder thinks fit;


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(b)
      No
      stockholder, however, may cumulate such stockholder's votes for one or more
      candidates unless (A) the names of such candidates have been properly placed
      in
      nomination, in accordance with the Bylaws of the corporation, prior to the
      voting, (B) the stockholder has given advance notice to the corporation of
      the
      intention to cumulative votes pursuant to the Bylaws, and (C) the stockholder
      has given proper notice to the other stockholders at the meeting, prior to
      voting, of such stockholder's intention to cumulate such stockholder's votes;
      and





(6)
      If
      any stockholder has given proper notice, all stockholders may cumulate their
      votes for any candidates who have been properly placed in nomination. The
      candidates receiving the highest number of votes of the shares entitled to
      be
      voted for them up to the number of directors to be elected by such shares shall
      be declared elected.




B.




(1)
      Subject to paragraph (h) of Section 43 of the Bylaws, the Bylaws may be altered
      or amended or new Bylaws adopted by the affirmative vote of sixty-six and two
      thirds percent (66-2/3%) of the then outstanding shares of the Voting Stock.
      The
      Board of Directors will also have the power to adopt, amend, or repeal
      Bylaws.




(2)
      The
      directors of the corporation need not be elected by written ballot unless the
      Bylaws so provide.




(3)
      Following the filing with the Secretary of State of the State of Delaware of
      the
      Agreement and Plan of Merger effecting the merger between the corporation and
      SBE, Inc., a California corporation, no action will be taken by the stockholders
      of the corporation except at an annual or special meeting of stockholders called
      in accordance with the Bylaws.




(4)
      Special meetings of the stockholders of the corporation may be called, for
      any
      purpose or purposes, by (A) the Chairman of the Board of Directors, (B) the
      Chief Executive Officer, or (C) the Board of Directors pursuant to a resolution
      adopted by a majority of the total number of authorized directors (whether
      or
      not there exist any vacancies in previously authorized directorships at the
      time
      any such resolution is presented to the Board of Directors for adoption) or
      (D)
      by the holders of the shares entitled to cast not less than sixty-six and two
      thirds percent (66-2/3%) of the votes at the meeting, and will be held at such
      place, on such date, and at such time as the Board of Directors fix
      therefor.




(5)
      Advance notice of stockholder nominations for the election of directors and
      of
      business to be brought by stockholders before any meeting of the stockholders
      of
      the corporation must be given in the manner provided in the Bylaws of the
      corporation.




ARTICLE
      VI.




A.  A
      director of the corporation will not be personally liable to the corporation
      or
      its stockholders for monetary damages for any breach of fiduciary duty as a
      director, except for liability (1) for any breach of the director's duty of
      loyalty to the corporation or its stockholders, (2) for acts or omissions not
      in
      good faith or that involve intentional misconduct or a knowing violation of
      law
      (3) under Section 174 of the Delaware General Corporation Law, or (4) for any
      transaction from which the director derived an improper personal benefit. If
      the
      Delaware General Corporation Law is amended after approval by the stockholders
      of this Article to authorize corporate action further eliminating or limiting
      the personal liability of directors, then the liability of a director will
      be
      eliminated or limited to the fullest extent permitted by the Delaware General
      Corporation Law as so amended.




B.  Any
      repeal or modification of this Article VI will be prospective and will not
      affect the rights under this Article VI in effect at the time of the alleged
      occurrence of any act or omission to act giving rise to liability or
      indemnification.


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ARTICLE
      VII.




A.  The
      corporation reserves the right to amend, alter, change or repeal any provision
      contained in this Certificate of Incorporation, in the manner now or hereafter
      prescribed by statute, except as provided in paragraph B. of this Article VII,
      and all rights conferred upon the stockholders herein are granted subject to
      this reservation.




B.  Notwithstanding
      any other provisions of this Certificate of Incorporation or any provision
      of
      law that might otherwise permit a lesser vote or no vote, but in addition to
      any
      affirmative vote of the holders of any particular class or series of the Voting
      Stock required by law, this Certificate of Incorporation or any Preferred Stock
      Designation, the affirmative vote of the holders of sixty-six and two thirds
      percent (66-2/3%) of the then outstanding shares of the Voting Stock, voting
      together as a single class, will be required to alter, amend or repeal Articles
      V, VI, and VII.




4.  This
      certificate is filed pursuant to Section 242 and 245 of Title 8 of the Delaware
      Code, as amended.




IN
      WITNESS WHEREOF, the undersigned have executed this Certificate of Amendment
      as
      of the 20th day of December, 2007.





/s/
                David BruntonDavid
                Brunton, Chief Financial Officer and Secretary




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