AMENDMENT
      NO. 4 TO STOCKHOLDER PLEDGE AND SECURITY AGREEMENT




THIS
      AMENDMENT NO. 4 TO STOCKHOLDER PLEDGE AND SECURITY AGREEMENT, dated as of
      July 31, 2007 (this “ Amendment ”),
      by
      and among Wirelesstoys Sweden AB, a company organized under the laws of Sweden
      (“ Pledgor ”)
      and
      AIGH Investment Partners, LLC (“ AIGH ”)
      as the
      Pledgeholder for and on behalf of the Investors (as defined below) and as the
      Investors’ agent.




W
      I T N E
      S S E T H:




WHEREAS,
      the parties hereto wish to amend the Stockholder Pledge and Security Agreement,
      dated as of February 28, 2006, as amended from time to time (the “ Stockholder
      Pledge Agreement ”),
      by
      and among the Pledgor and AIGH as the Pledgeholder and agent for the investors
      identified on Exhibit
      A thereto;




WHEREAS,
      capitalized terms not otherwise defined in this Agreement shall have the meaning
      set forth in the Stockholder Pledge Agreement;




WHEREAS,
      Neonode issued an aggregate of $13,000,000 in principal amount of senior secured
      notes to certain investors, and issued an aggregate of $1,000,000 in principal
      amount of senior secured notes to SBE (collectively the “Existing Notes”) of
      each of the above investors and SBE collectively defined as
      Investors”);




WHEREAS,
      Neonode intends to sell additional Senior Secured Notes substantially similar
      to
      the New Notes (except that (i) they are not automatically converted in the
      Merger, (ii) bear interest at 8% and (iii) may be converted on different
      terms) (the “July 2007 Notes”) in the principal amount of up to $4,000,000 to
      certain additional investors (together with the Investors previously identified
      above, each an “Investor”);




WHEREAS,
      the Pledgor, the Pledgeholder and the Investors wish to amend the Stockholder
      Pledge Agreement to grant to the Investors a security interest in the Pledged
      Collateral to secure Neonode’s obligations to the additional investors under the
      July 2007 Notes;




NOW,
      THEREFORE, in consideration of the mutual covenants contained herein and for
      other good and valuable consideration, the receipt and sufficiency of which
      are
      hereby acknowledged, the parties to the Stockholder Pledge Agreement hereby
      agree as follows:




Section
      1. Amendments
      to the Stockholder Pledge Agreement .
      The
      Stockholder Pledge Agreement is hereby amended as follows:




(a)  Exhibit
      A to the
      Stockholder Pledge Agreement is hereby deleted in its entirety and replaced
      by Exhibit
      A attached
      to this Amendment.




(b)  The
      parties hereto agree that the July 2007 Notes shall be pari passu with the
      Existing Notes (except that (i) they are not automatically converted in the
      Merger, (ii) bear interest at 8% and (iii) may be converted on different
      terms).







(c)  The
      term
“Notes” as used in the Stockholder Pledge Agreement shall be deemed to include
      the Amended and Restated Notes, the New Notes, the SBE Note, the May 2007 Notes
      and the July 2007 Notes.




(d)  The
      Stockholder Pledge Agreement shall terminate upon conversion into equity
      (whether upon the Merger or otherwise) or payment of the Existing
      Notes.




Section
      2. Effect
      of Amendment .
      Except
      as expressly provided in this Amendment, each of the terms and provisions of
      the
      Stockholder Pledge Agreement shall remain in full force and effect.




Section
      3. Counterparts .
      This
      Amendment may be executed in one or more counterparts, each of which shall
      be
      deemed to be an original, but all of which taken together shall constitute
      one
      and the same instrument.




[balance
      of page intentionally left blank]













SIGNATURE
      PAGE


TO


AMENDMENT
      NO. 4 TO STOCKHOLDER PLEDGE AGREEMENT


Dated
      as
      of the date first written above




IN
      WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
      executed and delivered by a duly authorized representative as of the date first
      above written.




THE
                PLEDGOR:
            WIRELESSTOYS
                SWEDEN ABBy:_____________________________________Name:
                Thomas ErikssonTitle:
                Board memberTHE
                PLEDGEHOLDER:
            AIGH
                INVESTMENT PARTNERS, LLCBy:_____________________________________Name:
                Orin HirschmanTitle:
                ManagerAGENT
                FOR INVESTORS
            AIGH
                INVESTMENT PARTNERS, LLCBy:_____________________________________Name:
                Orin HirschmanTitle:
                Manager










EXHIBIT
      A




INVESTORS
      [to update with new investors]




AIGH
      Investment Partners, LLC




Hershel
      P. Berkowitz




Dr.
      Joshua A. Hirsch




Goran
      Andersson




Johan
      Hogberg Livs AB




Lombard
      International Assurance SA




Sten
      Wranne




Iwo
      Jima
      Sarl




Petrus
      Holdings S.A.




Robert
      Pettersson




Runstone
      B.V.




Annahoj
      Investment B.V.




Deseven
      Fund 1




Airstream
      Enterprise AB




Petter
      Lundgren




Sontagh
      E. Larsson Investment Strategy AB (Solaris)




Spray
      AB




Staffan
      Gustafsson




Jan
      Nylander (f/k/a Glaser AB)




Tommy
      Hallberg




Mikael
      Hagman




Serwello
      AB




Asia
      Marketing Ltd.







Ganot
      Corporation




Arthur
      Kohn




Stephen
      Spira




Ellis
      International L.P.




Camco




James
      Kardon




Joseph
      Kardon




Joseph
      Bronner




AME
      Capital Group LLC




Cam-Elm
      Company LLC




Richard
      Grossman




Kevin
      J.
      McCaffrey




AIGH
      Investment Partners, LLC




Hershel
      P. Berkowitz




Joshua
      A.
      Hirsch




LaPlace
      Group LLC




Moshe
      Shuchatowitz




Morris
      Wolfson




Abraham
      Wolfson




Aaron
      Wolfson




El
      Equities, LLC




Wolfson
      Equities




Globis
      Overseas Fund, Ltd.




Globis
      Capital Partners, L.P.




Fame
      Associates