**AMENDMENT
      TO SENIOR SECURED NOTES**




**Dated
      May 22, 2007**




AMENDMENT
      TO SENIOR SECURED NOTE, DATED AS OF May 22, 2007 (the “ Amendment ”),
      made
      by and between NEONODE INC., a Delaware corporation, with its principal offices
      located at Biblioteksgatan 11, S111 44 Stockholm, Sweden (the “ Company ”)
      and
      the Bridge Investors (as defined below).




Background :
      On
      February 28, 2006, November 20, 2006 and January 22, 2007, the Company sold
      senior secured notes in aggregate principal amount of $10,000,000 (the
“ Senior
      Secured Notes ”)
      to
      accredited and non-US investors (collectively in this capacity, the
“ Bridge
      Investors ”).
      The
      Senior Secured Notes provide for amendment by action of the Required Holders
      (defined in the Senior Secured Notes as “the holders of at least 50.1% of the
      aggregate principal amount of Senior Secured Notes”), and this Amendment effects
      such an amendment.




The
      Company sold senior secured notes, due September 30, 2007, in aggregate
      principal amount of $1,000,000 to SBE, Inc., a Delaware corporation
      (“ SBE ”),
      pursuant to a note purchase agreement, dated as of May 18, 2007, of which one
      note in the principal amount of $500,000 is outstanding (the “ SBE
      Notes ”).
      The
      Company does not expect the SBE Notes to be extended, so there is a risk to
      Bridge Investors that the SBE Notes may be paid prior to the Senior Secured
      Notes.




The
      Company plans to sell to new investors (the “ New
      Investors ”)
      up to
      $3,000,000 in principal amount of Senior Secured Notes, in substantially similar
      form to the Senior Secured Notes as amended by this Amendment (the “ New
      Notes ”).




The
      Company has entered into an Agreement and Plan of Merger and Reorganization,
      dated January 19, 2007, as amended (the “ Merger
      Agreement ”),
      by
      and among the Company, SBE and Cold Winter Acquisition Corp., a Delaware
      corporation and wholly-owned subsidiary of SBE (“ Merger
      Sub ”),
      which
      provides for a merger (the “ Merger ”)
      of the
      Company with and into Merger Sub. The parties to this Amendment wish to extend
      the maturity date of the Senior Secured Notes and SBE Note in order to provide
      the Company with additional time to complete the




NOW,
      THEREFORE, in consideration of the foregoing, the mutual covenants contained
      herein, and in accordance with the terms and conditions of the Senior Secured
      Notes, the Company and the Holder hereby approve the amendment of the Existing
      Note as set forth herein the parties agree as follows:




1.  By
      their
      respective execution of this Amendment, the Company and the undersigned Bridge
      Investors agree that the Senior Secured Notes shall be extended and shall be
      due
      and payable on December 31, 2007.




2.  The
      term
      Required Holders is hereby redefined, effective after the date hereof, to
      include all of New Notes, if any are issued, as Senior Secured Notes;
      accordingly, actions that can be taken by the Required Holders under the Senior
      Secured Notes will, after the effective date hereof, require the action of
      holders of at least 50.1% of the aggregate principal amount of Senior Secured
      Notes and New Notes.










3.  The
      Amendment shall be effective to extend the term of all Senior Secured Notes
      and
      shall bind all the Bridge Investors when executed and delivered by the Company
      and the Required Holders.





4.  Except
      as
      expressly provided herein, the Senior Secured Notes and SBE Notes shall continue
      in full force and effect.





IN
      WITNESS WHEREOF, the undersigned have executed and delivered this Amendment
      to
      Senior Secured Notes, dated May 22, 2007.


Company:
              NEONODE
                  INC.By:
                  __________________________________Name:
                  Mikael HagmanTitle:
                  CEO & PresidentBridge
                  Investors:Date:
                  May 22, 2007
              [____________________________________]By:__________________________________Name:
                  AIGH Investment Partners LLCTitle:
                  Manager, GPDate:
                  May 22, 2007
              [____________________________________]By:__________________________________Name:
                  Hirshcel BerkowitzTitle:Date:
                  May 22, 2007
              [____________________________________]By:__________________________________Name:
                  Joshua HirschTitle:Date:
                  May 25, 2007
              Iwojima
                  Sarl[____________________________________]By:__________________________________Name:
                  Oliver KuchlyTitle:
                  Manager