THIS
      NOTE
      AND THE COMMON STOCK ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN REGISTERED
      UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) NOR UNDER ANY STATE
      SECURITIES LAW AND MAY NOT BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE
      TRANSFERRED UNTIL (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE
      UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAW OR (2) THE COMPANY
      RECEIVES AN OPINION OF COUNSEL TO THE COMPANY OR OTHER COUNSEL TO THE HOLDER
      OF
      SUCH NOTE WHICH OTHER COUNSEL IS SATISFACTORY TO THE COMPANY THAT SUCH NOTE
      AND/OR COMMON STOCK MAY BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED OR TRANSFERRED
      WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR APPLICABLE STATE
      SECURITIES LAWS.





THESE
      SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY
      NOT
      BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT OF 1933,
      AS AMENDED, AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION
      OR EXEMPTION THEREFROM.





SENIOR
      SECURED NOTE





$600,000.00
            New
                York, New YorkFebruary
                28, 2006





FOR
      VALUE
      RECEIVED, the undersigned (sometimes referred to herein as the “Company”), a
      Delaware corporation having an address at Biblioteksgatan 11, S111 46 Stockholm,
      Sweden, hereby promises to pay to the order of Hirshcel Berkowitz, a US citizen,
      or assigns (“Lender”), c/o AIGH Investment Partners, LLC, 6006 Berkeley Ave.,
      Baltimore, MD 21209 or such other place as the Lender may from time to time
      designate to the undersigned in writing, on August 28, 2007 subject to the
      conversion rights set forth herein, or such earlier date as required hereunder,
      the sum of SIX HUNDRED THOUSAND DOLLARS ($600,000.00) at a rate per annum equal
      to four percent (4%). In no event, however, shall interest hereunder be in
      excess of the maximum interest rate permitted by law.





The
      obligations of the undersigned are secured in accordance with the terms of
      (i) a
      Pledge and Security Agreement (as amended, restated, modified and supplemented
      from time to time, the “Stockholder Pledge Agreement”) between certain
      stockholders of the Company and Lender, dated February 28, 2006, by the pledge
      of certain Collateral, as defined in such Stockholder Pledge Agreement and
      (ii)
      a Security Agreement (as amended, restated, modified and supplemented from
      time
      to time, the “Security Agreement”) between the Company and Lender, dated
      February 28, 2006, by the pledge of certain Collateral, as defined in such
      Security Agreement This Note is one of the Senior Secured Notes issued pursuant
      to a certain Note Purchase Agreement dated the date hereof between the Company
      and each Lender (the “Note Purchase Agreement”) in connection with a financing
      of the undersigned up to an aggregate principal amount of FIVE MILLION AND
      FIVE
      HUNDRED THOUSAND DOLLARS ($5,500,000).








A.
            Prepayment;
                Conversion:





1.
            This
                Note may be prepaid without premium or penalty, in whole or in part,
                on 20
                days notice; provided that the Lender shall have the opportunity,
                prior to
                such prepayment, to convert this Note into common stock of the Company
                at
                a price based on the pre money valuation set forth in Section A.2
                below.





2.
            In
                the event the undersigned completes a registered public offering
                with
                gross proceeds in excess of $5,500,000 on or before August 28, 2007,
                this
                Note, including without limitation all accrued interest (unless paid
                in
                cash by the undersigned) and other obligations under this Note, shall
                automatically convert without any action of the holder into the securities
                offered in such financing at a price per security equal to the price
                paid
                by public investors based on the pre-money valuation of the fully-diluted
                equity of the undersigned, including for this purpose as equity all
                debt
                held by stockholders or their affiliates, of FIFTEEN MILLION AND
                FIVE
                HUNDRED THOUSAND DOLLARS ($15,500,000) (determined based on the
                Capitalization Table attached as an exhibit to the Note Purchase
                Agreement); and provided further the undersigned has not suffered
                any
                material adverse change since the date
                hereof.





3.
            In
                the event the undersigned fails to complete a registered public offering
                with gross proceeds in excess of $5,500,000 by August 28, 2007 due
                to
                circumstances beyond the undersigned’s control, this Note, including
                without limitation all accrued interest and other obligations under
                this
                Note, shall be converted into common stock of the undersigned at
                a price
                per share equal to the fair market value of such shares as determined
                by
                negotiations between the undersigned and the holder of the Note and
                in the
                aggregateamount of all such obligations, subject to compliance with applicable
                securities law;
                provided that (i) the pre-money valuation of the fully-diluted equity
                of
                the undersigned in the event and at the time of such conversion,
                including
                for this purpose as equity all debt held by stockholders or their
                affiliates, does not exceed US $15,500,000, (ii) the undersigned
                has not
                suffered any material adverse changes since the date hereof and (iii)
                the
                Lender and the undersigned enter into an investor rights agreement
                which
                provides the Lender with demand and piggyback registration rights,
                preemptive rights, tagalong rights with principal stockholders of
                the
                undersigned, rights to Company information and a bar on issuance
                of toxic
                preferreds or other death spiral convertible securities. During the
                term
                of the Bridge Notes, the undersigned shall not issue any equity securities
                or securities convertible into, exercisable to purchase or exchangeable
                for equity securities without offering to holders of Bridge Notes
                rights
                to purchase up to a percentage (the “Percentage”) of such issue equal to
                the ratio of (A) the aggregate principal amounts of notes of similar
                tenor
                to this Note then outstanding divided by (B) the sum of $15,500,000
                and
                such aggregate principal amounts, and shall not permit Neonode AB
                to issue
                any such securities or incur any indebtedness other than reasonable
                accounts payable and indebtedness from
                affiliates.


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B .  Default;
      Remedy .
      If any
      one or more of the following events of default (each, an “Event of Default”)
      shall occur, that is to say:





1 .  default
      shall be made in the payment of any principal or interest of this Note when
      the
      same shall become due and payable, whether at maturity, by acceleration, by
      notice of intention to prepay or otherwise;





2 .  [intentionally
      omitted;]





3 .  the
      undersigned shall become unable to pay its debts as they mature, seek to auction
      all or a substantial portion of its assets, make a general assignment for the
      benefit of creditors, commence or cause to be commenced a meeting of his
      creditors or take advantage of any of the insolvency laws, or a case is
      commenced or a petition in bankruptcy or for an arrangement or reorganization
      under the Federal Bankruptcy Code (i) is filed against the undersigned, or
      (ii)
      is filed by the undersigned, or a custodian or receiver (or other court designee
      performing the functions of a receiver) is appointed for or takes possession
      of
      the undersigned’s assets or affairs, or an order for relief in a case commenced
      under the Federal Bankruptcy Code is entered;





4 .  any
      judgment or judgments against the undersigned or its property for any amount
      remains unpaid, undischarged, unsatisfied, unbonded or undismissed for a period
      of ten (10) days, or a levy, sequestration or attachment against the undersigned
      or his property for any amount remains unpaid, undischarged, unstayed,
      unsatisfied or undismissed for a period of ten (10) days;





5 .  any
      guaranty of the obligations of the undersigned to Lender is terminated or
      breached, or if any guarantor of the obligations of the undersigned to the
      Lender attempts to terminate, challenge the validity of, or its liability under,
      any such guaranty or similar agreement, or the undersigned terminates any
      guaranty which he has given to Lender to secure the indebtedness of any third
      party; or





6 .  any
      event
      of default shall occur under any agreement between Lender and the undersigned,
      including without limitation the Security Agreement, Stockholder Pledge
      Agreement or any guaranty related thereto, which is not cured within any
      applicable grace period,





then
      this
      Note (x)(i) upon the occurrence of an Event of Default pursuant to subsection
      3
      of this Section (B) shall immediately become due and payable, without notice;
      and (ii) upon the occurrence of any other Event of Default, shall become due
      and
      payable, upon delivery of written notice of such Event of Default by Lender
      to
      the undersigned, in each case together with reasonable attorneys’ fees, if the
      collection hereof is placed in the hands of an attorney to obtain or enforce
      payment hereof; and (y) shall bear interest at a rate of interest per annum
      equal to fifteen percent (15%). To the extent permitted by applicable law
      interest shall accrue with respect to interest that is due and not paid. In
      the
      event the Lender takes action under the Security Agreement or Stockholder Pledge
      Agreement, the Lenders shall proceed first under the Security Agreement and
      thereafter only if the Company’s obligations to the Lender are not satisfied,
      under the Stockholder Pledge Agreement.


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          3 -





C .  Governing
      Law .
      This
      Note is being delivered in the State of New York, and shall be construed and
      enforced in accordance with the laws of such State. Any judicial proceeding
      by
      the undersigned against Lender involving, directly or indirectly, any matter
      or
      claim in any way arising out of, related to or connected with this Note, shall
      be brought only in federal or state court located in the City of New York,
      State
      of New York. Any judicial proceeding brought against the undersigned with
      respect to this Note may be brought in any court of competent jurisdiction
      in
      the City of New York, State of New York, United States of America, and, by
      execution and delivery of this Note, the undersigned accepts, generally and
      unconditionally, the non-exclusive jurisdiction of the aforesaid courts, and
      irrevocably agrees to be bound by any judgment rendered thereby in connection
      with this Note or any related agreement. Nothing herein shall affect the right
      to serve process in any manner permitted by law or shall limit the right of
      Lender to bring proceedings against the undersigned in the courts of any other
      jurisdiction. The undersigned waives any objection to jurisdiction and venue
      of
      any action instituted hereunder and shall not assert any defense based on lack
      of jurisdiction or venue or based upon forum
      non conveniens .





D .  Waiver
      of Jury Trial .
      THE
      UNDERSIGNED EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND,
      ACTION OR CAUSE OF ACTION (1) ARISING UNDER THIS NOTE OR ANY OTHER INSTRUMENT,
      DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH, OR (2)
      IN
      ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES
      HERETO OR ANY OF THEM WITH RESPECT TO THIS NOTE OR ANY OTHER INSTRUMENT,
      DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH, OR THE
      TRANSACTIONS RELATED HERETO OR THERETO IN EACH CASE WHETHER NOW EXISTING OR
      HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT OR TORT OR OTHERWISE; AND
      THE UNDERSIGNED HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION
      OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT
      ANY
      PARTY MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT
      AS WRITTEN EVIDENCE OF THIS WAIVER OF THE RIGHT TO TRIAL BY JURY.





E .  Notices .
      All
      notices required hereunder shall be given in the manner set forth in the Note
      Purchase Agreement.





F.  Transfer
      to Comply with the Securities Act of 1933 .





1.  The
      holder of this Note, each transferee hereof and any holder and transferee of
      any
      shares issued upon conversion hereof other than in a registered public offering,
      by his acceptance thereof, agrees that (i) no public distribution of notes
      or
      such shares will be made in violation of the Act, and (ii) during such period
      as
      the delivery of a prospectus with respect to such shares may be required by
      the
      Act, no public distribution of such shares will be made in a manner or on terms
      different from those set forth in, or without delivery of, a prospectus then
      meeting the requirements of Section 10 of the Act and in compliance with
      applicable state securities laws. The holder of this note and each transferee
      hereof further agrees that if any distribution of any shares issued upon
      conversion hereof other than in a registered public offering is proposed to
      be
      made by them otherwise than by delivery of a prospectus meeting the requirements
      of Section 10 of the Act, such action shall be taken only after submission
      to
      the undersigned of an opinion of counsel, reasonably satisfactory in form and
      substance to the undersigned’s counsel, to the effect that the proposed
      distribution will not be in violation of the Act or of applicable state law.
      Furthermore, it shall be a condition to the transfer of this note that any
      transferee thereof be bound by all of the terms and conditions contained in
      this
      Note.


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          4 -




3.  Each
      certificate for shares issued upon conversion hereof shall bear a legend
      relating to the non-registered status of such shares under the Act, unless
      at
      the time of conversion of this note such shares are subject to a currently
      effective registration statement under the Act.





G.  Certain
      Representations and Covenants .





1.  No
      information provide by the undersigned to the Lender contains or will on the
      Closing Date contain any untrue statement of a material fact or omits or will
      on
      the Closing Date omit to state any material fact necessary to make the
      statements contained herein or therein not misleading. During the term of this
      Note, the Company shall provide the Lender upon its request with any and all
      information about the Company reasonably deemed necessary for the Lender to
      evaluate this Note or a possible conversion thereof.





2.  While
      this Note is outstanding, the Company (a) shall not issue (i) any equity
      securities or securities convertible into, exercisable to purchase or
      exchangeable for equity securities without offering to the Lender and all other
      holders of notes of similar tenor rights to purchase an aggregate of up to
      the
      Percentage of such issue or (ii) any toxic convertibles or death spiral
      preferreds, and (b) shall not permit its 100% owned subsidiary Neonode AB,
      a
      Swedish corporation, to issue any such securities or incur any indebtedness
      other than reasonable accounts payable and indebtedness from affiliates.





3.  The
      Company shall keep reserved for issuance a sufficient number of authorized
      but
      unissued shares of Common Stock (or other securities into which the Notes are
      convertible) so that the Notes may be converted or exercised to purchase Common
      Stock (or such other securities) at any time.





4.  If
      any
      event occurs as to which the provisions of this Note are strictly applicable
      and
      the application thereof would not fairly protect the rights of the Lenders
      in
      accordance with the essential intent and principles of such provisions,
      including but not limited to protection from dilution, then the Company shall
      make such adjustments in the application of such provisions, in accordance
      with
      such essential intent and principles, as the Board of Directors, in good faith,
      determines to be reasonably necessary to protect such rights as aforesaid.


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          5 -




H.  The
      undersigned expressly waives any presentment, demand, protest, notice of
      protest, or notice of any kind.





NEONODE,
                INC.By:_________________________________________________,
                Authorized Signatory


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