EXHIBIT
      10.1

    


    NEONODE
      INC.

    


    SBE
      NOTE PURCHASE AGREEMENT

    


    


    NOTE
      PURCHASE AGREEMENT (the “Agreement”)
      dated
      as of May 18, 2007 among NEONODE INC., a Delaware corporation (“Company”),
      and
      SBE, Inc., a Delaware limited liability company ( “SBE”
or
      the
“New
      Investor”).

    


    Background: The
      Company desires to sell to the New Investor, and the New Investor desires to
      purchase, in two closings, senior secured notes, in substantially the form
      attached hereto as Exhibit
      1
      (the
“Notes”)
      in
      aggregate principal amount of $1,000,000. 

     

    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
“Bridge
      Notes”)
      to
      accredited and non-US investors (collectively in this capacity, the
“Bridge
      Investors”),
      and
      in connection therewith (i) the Company entered into the Security Agreement
      with
      AIGH (as agent for the Bridge Investors), (ii) the Intercreditor Agreement
      was
      amended and restated to reflect the issuance of additional Bridge Notes, and
      (iii) the Pledgors entered into the Stockholder Pledge Agreements with the
      Bridge Investors. 

     

    The
      Company intends to sell additional Senior Secured Notes, substantially similar
      to the Bridge Notes, in the principal amount of up to $3,000,000 (the
“May
      2007 Notes”).
      The
      proceeds from the Notes and the May 2007 Notes are necessary for the development
      and continuance of the business of the Company and each of its
      Subsidiaries.

     

    The
      Company has entered into an Agreement and Plan of Merger and Reorganization,
      dated January 19, 2007 (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.

     

    Certain
      Definitions:

    


    “AIGH”
means
      AIGH Investment Partners, LLC, a Delaware limited liability
      company.

    


    “Capitalization
      Table”
means
      the Capitalization Table attached as Exhibit
      7
      to this
      Agreement.

    


    “Certificate
      of Incorporation”
has
      the
      meaning set forth in Section 2.2.

    


    “Closing”
or
      “Closings”
have
      the meanings set forth in Section 1.2. 

    


    “Collateral”
has
      the
      meaning set forth in the Security Agreement, as amended, a copy of which is
      included with Exhibit
      2
      hereto.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    “Common
      Stock”
shall
      mean stock of the Company of any class (however designated) whether now or
      hereafter authorized, which generally has the right to participate in the voting
      and in the distribution of earnings and assets of the Company without limit
      as
      to amount or percentage, including the Company’s Common Stock, $.01 par value
      per share.

    


    “Company”
      includes the Company and any Person which shall succeed to or assume, directly
      or indirectly, the obligations of the Company hereunder.

    


    “Company
      Disclosure”
means
      the disclosure materials in the form attached as Exhibit
      6
      to this
      Agreement.

    


    “First
      Closing”
has
      the
      meaning set forth in Section 1.2.

    


    “First
      Closing Date”
has
      the
      meaning set forth in Section 1.2.

    


    “Governmental
      Body”
shall
      mean any: (a) nation, state, commonwealth, province, municipality or district;
      (b) federal, state, local, municipal, foreign or other government; or (c)
      governmental or quasi-governmental authority of any nature (including any
      governmental division, department, agency, commission, instrumentality,
      official, organization, unit, body or entity and any court or other
      tribunal).

    


    “Guaranties”
means
      the respective guaranties, dated February 28, 2006, as amended, delivered to
      the
      investors identified on Exhibit
      A
      of the
      Stockholder Pledge Agreements, respectively, copies of which are included with
      Exhibit
      4
      hereto.

    


    “Guarantors”
means
      each of Thomas Erickson, Magnus Goertz and Per Bystedt, each as a party to
      his
      respective Guaranty. 

    


    “Intercreditor
      Agreement”
means
      the Intercreditor Agreement, dated February 28, 2006, as amended, between AIGH
      and Petrus.

    


    “Material
      Adverse Change”
shall
      mean any change in the facts represented by the Company in the Agreement or
      the
      business, financial condition, results of operation, prospects, properties
      or
      operations of the Company and its Subsidiaries taken as a whole which may have
      a
      material adverse effect on the value of the Common Stock of the
      Company.

    


    “Material
      Adverse Effect”
shall
      mean a material adverse effect on the operations, assets, liabilities, financial
      condition, prospects or business of the Company.

    


    “May
      2007 Notes”
has
      the
      meaning set forth in the recitals.

    


    “Merger”
has
      the
      meaning set forth in the recitals.

    


    “Merger
      Agreement”
has
      the
      meaning set forth in the recitals.

    


    “Neonode
      AB”
means
      Neonode AB, a Swedish corporation.

     

    
      
         

      

      
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    “Notes”
has
      the
      meaning set forth in the recitals.

    


    “Own”
shall
      mean own beneficially, as that term is defined in the rules and regulations
      of
      the SEC.

    


    “Petrus”
means
      Petrus Holdings, SA, a corporation organized under the laws of
      Luxembourg.

    


    “Person”
means
      any individual, sole proprietorship, partnership, corporation, limited liability
      company, business trust, unincorporated association, joint stock corporation,
      trust, joint venture or other entity, any university or similar institution,
      or
      any government or any agency or instrumentality or political subdivision
      thereof.

    


    “Pledged
      Collateral”
has
      the
      meaning set forth in the Stockholder Pledge Agreements, as amended, copies
      of
      which are included with Exhibit
      3
      hereto.

    


    “Pledgors”
means
      Rector AB (or its successor in interest, Athemis Limited), Iwo Jima Sarl and
      Wirelesstoys Sweden AB, each as a party to its respective Stockholder Pledge
      Agreement.

    


    “Proprietary
      Assets”
shall
      mean any: (i) patent, patent application, trademark (whether registered or
      unregistered), trademark application, trade name, fictitious business name,
      service mark (whether registered or unregistered), service mark application,
      copyright (whether registered or unregistered), copyright application, maskwork,
      maskwork application, trade secret, know-how, customer list, franchise, system,
      computer software, computer program, invention, design, blueprint, engineering
      drawing, proprietary product, technology, proprietary right or other
      intellectual property right or intangible asset relating to the foregoing;
      or
      (ii) right to use or exploit any of the foregoing.

    


    “SEC”
means
      the Securities and Exchange Commission. 

    


    “Second
      Closing”
has
      the
      meaning set forth in Section 1.2.

    


    “Second
      Closing Date”
has
      the
      meaning set forth in Section 1.2.

    


    “Securities
      Act”
means
      the Securities Act of 1933, as amended.

    


    “Security
      Agreement”
means
      the Security Agreement, dated February 28, 2006, as amended, between the Company
      and AIGH, as agent for the Bridge Investors, a copy of which is included with
      Exhibit
      2
      hereto.

    


    “Stockholder
      Pledge Agreements”
means
      the Stockholder Pledge and Security Agreements, dated February 28, 2006, as
      amended, between the Bridge Investors and each of the Pledgors, respectively,
      copies of which are included with Exhibit
      3
      hereto.

     

    
      
         

      

      
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    “Subsidiary”
shall
      mean, immediately prior to each Closing, any corporation of which stock or
      other
      interest having ordinary power to elect a majority of the board of directors
      (or
      other governing body) of such entity (regardless of whether or not at the time
      stock or interests of any other class or classes of such corporation shall
      have
      or may have voting power by reason of the happening of any contingency) is,
      immediately prior to the applicable Closing, directly or indirectly Owned by
      the
      Company or by one or more of its Subsidiaries.

    


    “U.S.
      person”
shall
      have the meaning set forth in Regulation S of the SEC.

    


    In
      consideration of the mutual covenants contained herein, the parties agree as
      follows:

    


    1.    Purchase
      and Sale of Notes.

    


    1.1.    Sale
      and Issuance of Notes.
      The
      Company shall sell to the New Investor and the New Investor shall purchase
      from
      the Company, Notes in an aggregate principal amount of $1,000,000 at par,
      subject to acceptance, in whole or in part, by the Company. 

    


    1.2.    Closings.
      The
      purchase and sale of the Notes hereunder shall take place in two closings (each
      a “Closing”
and
      collectively, the “Closings”).
      The
      first closing (the “First
      Closing”)
      hereunder shall be for $500,000 in principal amount of Notes and shall take
      place within three business days after the date hereof (the “First
      Closing Date”).
      A
      second closing (the “Second
      Closing”)
      for
      the purchase and sale of an additional $500,000 in principal amount of Notes
      shall take place on a date requested by Investor, but no later than June 15,
      2007 (the “Second
      Closing Date”).
      Each
      Closing shall take place at the offices of Hahn & Hessen LLP, the Company’s
      counsel, in New York, New York, or at such other location as is mutually
      acceptable to the New Investor and the Company.

    


    1.3.    Conditions
      of the First Closing.
      The
      obligation of the New Investor to complete the purchase of the Notes at the
      First Closing is subject to fulfillment of the following
      conditions:

    


    (a)    the
      Company and AIGH shall execute and deliver Amendment 3 to the Security
      Agreement, dated the First Closing Date, in the form attached as Exhibit 2
      (“Security
      Agreement Amendment No. 3”);

    


    (c)    each
      Pledgor and AIGH shall execute and deliver the appropriate Amendment 3 to such
      Pledgor’s respective Stockholder Pledge Agreement, dated the First Closing Date,
      each in substantially the form attached as Exhibit 3
      (“Stockholder
      Pledge Amendment No. 3”);

    


    (d)    each
      Guarantor and AIGH shall execute and deliver the appropriate Amendment 3 to
      such
      Guarantor’s respective Guaranty, dated the First Closing Date, each in
      substantially the form attached as Exhibit
      4
      (“Guaranty
      Amendment No. 3”,
      and
      with the Agreement, the Notes, Security Agreement Amendment No. 3, Stockholder
      Pledge Amendment No. 3
      and the
      other documents required in connection with the transactions contemplated in
      the
      Agreement, the “Transaction
      Documents”);

     

    
      
         

      

      
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    (e)    the
      Company shall have executed and delivered all documents, such as financing
      statements and assignments, reasonably requested by counsel for the New
      Investor; and

    


    (f)    the
      absence of any Material Adverse Change since the date hereof.

    


    1.4.    Conditions
      of the Second Closing.
      The
      obligation of the New Investor to complete the purchase of the Notes at the
      Second Closing is subject to fulfillment of the following
      condition:

     

    (a)    the
      Merger Agreement shall have not have been terminated as of the Second Closing
      Date.

    


    2.    Representations
      and Warranties of the Company.
      The
      Company hereby represents and warrants to the New Investor as
      follows:

    


    2.1.    Corporate
      Organization; Authority; Due Authorization.

    


    (a)    The
      Company (i) is a corporation duly organized, validly existing and in good
      standing under the laws of the jurisdiction of its incorporation, (ii) has
      the
      corporate power and authority to own or lease its properties as and in the
      places where such business is now conducted and to carry on its business as
      now
      conducted and (iii) is duly qualified and in good standing as a foreign
      corporation authorized to do business in every jurisdiction where the failure
      to
      so qualify, individually or in the aggregate, would have a Material Adverse
      Effect. Set forth in the Company Disclosure is a complete and correct list
      of
      all Subsidiaries. Each Subsidiary is duly incorporated, and validly existing
      under the laws of its jurisdiction of incorporation and is qualified to do
      business as a foreign corporation in each jurisdiction in which qualification
      is
      required, except where failure to so qualify would not have a Material Adverse
      Effect.

    


    (b)    The
      Company (i) has the requisite corporate power and authority to execute, deliver
      and perform this
      Agreement and the other Transaction Documents to
      which
      it is a party and
      to
      incur the obligations herein and therein and (ii) has been authorized by all
      necessary corporate action to execute, deliver and perform this Agreement and
      the other Transaction Documents to which it is a party and to consummate the
      transactions contemplated hereby and thereby (the “Contemplated
      Transactions”).
      Each
      of this Agreement and the other Transaction Documents is a valid and binding
      obligation of the Company enforceable in accordance with its terms except as
      limited by applicable bankruptcy, reorganization, insolvency, moratorium or
      similar laws affecting the enforcement of creditors’ rights and the availability
      of equitable remedies (regardless of whether such enforceability is considered
      in a proceeding at law or equity).

     

    
      
         

      

      
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    2.2.    Capitalization.
      The
      authorized capital stock of the Company is 10,000,000 shares of Common Stock,
      $.01 par value per share. Except as contemplated by this Agreement, and as
      set
      forth in the Capitalization Table, there are (i) no outstanding
      subscriptions, warrants, options, conversion privileges or other rights or
      agreements obligating the Company or Neonode AB to purchase or otherwise acquire
      or issue any shares of capital stock of the Company or Neonode AB (or shares
      reserved for such purpose), (ii) no preemptive rights contained in the
      Company’s Certificate of Incorporation, as amended (the “Certificate
      of Incorporation”),
      By-Laws of the Company or contracts to which the Company is a party or rights
      of
      first refusal with respect to the issuance of additional shares of capital
      stock
      of the Company, and (iii) no commitments or understandings (oral or
      written) of the Company or Neonode AB to issue any shares, warrants, options
      or
      other rights. Except as disclosed in the Company Disclosure with respect to
      each
      Subsidiary, (x) all the issued and outstanding shares of the Subsidiary’s
      capital stock have been duly authorized and validly issued, are fully paid
      and
      nonassessable, have been issued in compliance with applicable federal and state
      securities laws, were not issued in violation of or subject to any preemptive
      rights or other rights to subscribe for or purchase securities, (y) except
      as disclosed in the Company Disclosure, there are no outstanding options to
      purchase, or any preemptive rights or other rights to subscribe for or to
      purchase, any securities or obligations convertible into, or any contracts
      or
      commitments to issue or sell, shares of the Subsidiary’s capital stock or any
      such options, rights, convertible securities or obligations, and (z) the Company
      owns 100% of the outstanding equity of each Subsidiary. The Capitalization
      Table
      sets forth accurately and completely the capitalization of the Company as of
      the
      date hereof and the anticipated capitalization of SBE after giving effect to
      the
      Merger.

     

    2.3.    Validity
      of Notes.
      The
      issuance of the Notes has been duly authorized and upon each Closing the Notes
      are valid and binding and will be in full force and effect and enforceable
      in
      accordance with their terms.

    


    2.4.    Private
      Offering.
      Neither
      the Company nor anyone acting on its behalf has within the last 12 months
      issued, sold or offered any security of the Company (including, without
      limitation, any Notes) to any Person under circumstances that would cause the
      issuance and sale of the Notes, as contemplated by this Agreement, to be subject
      to the registration requirements of the Securities Act. 

    


    2.5.    Brokers
      and Finders.
      The
      Company has not retained any investment banker, broker or finder in connection
      with the Contemplated Transactions. The Company has, however, retained Griffin
      Securities, Inc., as an advisor in connection with the Merger.

    


    2.6.    Financial
      Statements; Absence of Certain Changes.
      Each of
      (a) the audited balance sheet of the Company as of December 31, 2006, (b) the
      audited statements of income, and that the unaudited statements may not contain
      all footnotes required by generally accepted accounting principles, retained
      earnings and cash flows of the Company for the period ended on December 31,
      2006, and (c) the audited statements of income, retained earnings and cash
      flows
      of the Company for the period ended on December 31, 2006, included in the
      Company Disclosure (including any related notes and schedules, if any), (the
      “Financial
      Statements”)
      fairly
      presents, in all material respects, the financial position of the Company,
      or
      the results of operations, retained earnings or cash flows, as the case may
      be,
      of the Company as of the referenced date or for the periods set forth therein
      (subject to normal year-end audit adjustments which would not be material in
      amount or effect), in each case in accordance with generally accepted accounting
      principles consistently applied during the periods involved, except as may
      be
      noted therein. Neither the Company nor any Subsidiary has any liabilities or
      obligations of any nature (whether accrued, absolute, contingent or otherwise),
      including for taxes, that would be required to be reflected on, or reserved
      against in, Financial Statements, except for (i) liabilities or obligations
      that
      were so reserved on, or reflected in (including the notes to), the Financial
      Statements; and (ii) liabilities or obligations which would not, individually
      or
      in the aggregate, have a Material Adverse Effect. Other than the indebtedness
      as
      set forth in the Financial Statements or the Company Disclosure, neither the
      Company nor any Subsidiary has any indebtedness other than reasonable accounts
      payable. Except as specifically contemplated by this Agreement or as set forth
      in the Company Disclosure and the Financial Statements, there has not been
      any
      Material Adverse Change since December 31, 2006.

     

    
      
         

      

      
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    2.7.    Litigation.
      Except
      as set forth in the Company Disclosure, there are no claims, actions, suits,
      investigations, inquiries or proceedings (“Actions”)
      pending against the Company or its Subsidiaries or, to the knowledge of the
      Company, threatened against the Company or its Subsidiaries, or any officer,
      director, employee or agent thereof in his or her capacity as such, at law
      or in
      equity, or before or by any court, tribunal, arbitrator, mediator or any federal
      or state commission, board, bureau, agency or instrumentality that would
      reasonably be expected to have, either individually or in the aggregate, a
      Material Adverse Effect. To the Company’s knowledge, there is no factual or
      legal basis for any such Action. The Company and each Subsidiary is not a party
      to or subject to the provisions of any order, writ, injunction, judgment or
      decree of any court or government agency or instrumentality and there is no
      Action by the Company or any Subsidiary currently pending or which the Company
      or any Subsidiary intends to initiate.

    


    2.8.    Proprietary
      Assets.

    


    (a)    The
      Company Disclosure sets forth, with respect to each Proprietary Asset of the
      Company and any Subsidiary registered with or issued by any Governmental Body
      or
      for which an application has been filed with any Governmental Body, (i) a brief
      description of such Proprietary Asset and (ii) the names of the jurisdictions
      covered by the applicable registration or application. The Company Disclosure
      identifies and provides a brief description of all other Proprietary Assets
      owned by the Company and any Subsidiary, and identifies and provides a brief
      description of each Proprietary Asset licensed to the Company and any Subsidiary
      by any person (except for any Proprietary Asset that is licensed to the Company
      or any Subsidiary under any third party license generally available to the
      public at a cost of less than $10,000), and identifies the license agreement
      under which such Proprietary Asset is being licensed to the Company or
      Subsidiary, as appropriate. Except as set forth in the Company Disclosure,
      the
      Company and its Subsidiaries, as a whole, have good, valid and marketable title
      to, or have a valid right to use, all of the Proprietary Assets used in the
      Company’s business (including without limitation all Proprietary Assets
      identified in the Company Disclosure), free and clear of all liens and other
      encumbrances to the knowledge of the Company; and are not obligated to make
      any
      payment to any person for the use of any Proprietary Asset. The Company and
      each
      Subsidiary has not developed jointly with any other person any Proprietary
      Asset
      with respect to which such other person has any rights. Except as set forth
      in
      the Company Disclosure, none of which shall have a Material Adverse Effect,
      the
      Company has no knowledge that any other person has any right, title or interest
      in any of the Proprietary Assets of the Company or its
      Subsidiaries.

     

    
      
         

      

      
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    (b)    The
      Company and its Subsidiaries, as appropriate, have taken reasonable and
      customary measures and precautions to protect and maintain the confidentiality
      and secrecy of all Proprietary Assets of the Company and its Subsidiaries
      (except Proprietary Assets whose value would be unimpaired by public disclosure)
      and otherwise to maintain and protect the value of all Proprietary Assets of
      the
      Company and its Subsidiaries. Each employee, officer, director, consultant
      and
      contractor (not including contractors without access to confidential information
      of the Company) of the Company and its Subsidiaries (each, an “Employee”)
      has
      entered into and executed an agreement providing for (i) the assignment to
      the
      Company (or to any of its Subsidiaries) of personal rights or claims to
      Proprietary Assets for which such Employee’s personal rights or claims arose out
      of the scope of his/her employment or retainer by the Company or its
      Subsidiaries and (ii) the nondisclosure of confidential information acquired
      by
      the Employee with respect to the Proprietary Assets of the Company and its
      Subsidiaries or an employment or consulting agreement containing substantially
      similar terms. Except as set forth in the Company Disclosure, the Company and
      each Subsidiary has not (other than pursuant to license agreements identified
      in
      the Company Disclosure) disclosed or delivered to any person, or permitted
      the
      disclosure or delivery to any person of, (i) the source code, or any portion
      or
      aspect of the source code, of any Proprietary Asset of the Company or its
      Subsidiaries, (ii) the object code, or any portion or aspect of the object
      code,
      of any Proprietary Asset of the Company or its Subsidiaries or (iii) any patent
      applications (except as required by law).

    


    (c)    (i)
      To
      the knowledge of the Company, none of the Proprietary Assets of the Company
      or
      its Subsidiaries necessary for the conduct of their businesses infringes or
      conflicts with any Proprietary Asset owned or used by any other Person, (ii)
      to
      the knowledge of the Company, the Company and each Subsidiary is not infringing,
      misappropriating or making any unlawful use of, and the Company and each
      Subsidiary has not at any time infringed, misappropriated or made any unlawful
      use of, or received any notice or other communication (in writing or otherwise)
      of any actual, alleged, possible or potential infringement, misappropriation
      or
      unlawful use of, any Proprietary Asset owned or used by any other person, and
      (iii) to the knowledge of the Company, no other person is infringing,
      misappropriating or making any unlawful use of, and no Proprietary Asset owned
      or used by any other person infringes or conflicts with, any Proprietary Asset
      of the Company or its Subsidiaries.

    


    (d)    There
      has
      not been any claim by any customer or other person alleging that any Proprietary
      Asset of the Company or its Subsidiaries (including each version thereof that
      has ever been licensed or otherwise made available by the Company or its
      Subsidiaries to any person) does not conform in all material respects with
      any
      specification, documentation, performance standard, representation or statement
      made or provided by or on behalf of the Company or its Subsidiaries, and, to
      the
      knowledge of the Company, there is no basis for any such claim.

    


    (e)    The
      Company is not knowledgeable of any Proprietary Asset owned or used by any
      other
      person (except for any Proprietary Asset that is licensed to the Company or
      any
      Subsidiary under any third party license set forth in the Company Disclosure
      or
      would otherwise be commercially available) necessary to enable the Company
      and
      each Subsidiary to conduct its businesses in the manner in which such businesses
      have been and are being conducted or are expected to be conducted pursuant
      to
      the Company Disclosure. Neither the Company nor any Subsidiary has licensed,
      or
      agreed to license, any of its Proprietary Assets to any person on an exclusive,
      semi-exclusive or royalty-free basis. Neither the Company nor any Subsidiary
      has
      entered into any covenant not to compete or contract limiting its ability to
      exploit fully any of its Proprietary Assets or to transact business in any
      market or geographical area or with any person. Without limitation on the
      foregoing, except as set forth in the Company Disclosure, no officer, director
      or Stakeholder, either as an individual or through an affiliate, has any claim
      to own or any other rights to use any of the Proprietary Assets.

     

    
      
         

      

      
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    (f)    Except
      as
      set forth in the Company Disclosure, the Company is not knowledgeable that
      any
      Employee is obligated under any agreement (including licenses, covenants or
      commitments of any nature) or subject to any judgment, decree or order of any
      court or administrative agency, or any other restriction that would interfere
      with the use of his or her best efforts to carry out his or her duties for
      the
      Company and its Subsidiaries, as appropriate, or to promote the interests of
      the
      Company and its Subsidiaries, as appropriate, or that would conflict with the
      Company’s or its Subsidiaries’ business as proposed to be conducted. The Company
      does not believe it is or will be necessary to utilize any inventions of any
      Employees (or persons the Company or its Subsidiaries currently intend to hire)
      made prior to their employment or retainer by the Company or its Subsidiaries,
      as appropriate, which have not been assigned to the Company. To the Company’s
      knowledge, after due inquiry, at no time during the conception of, or reduction
      to practice, or development of, any of the Company’s or its Subsidiaries’
Proprietary Assets was any developer, inventor or other contributor to such
      Proprietary Assets operating under any grants from any governmental entity
      or
      agency or private source, performing research sponsored by any governmental
      entity or agency or private source or subject to any employment agreement or
      invention assignment or nondisclosure agreement or other obligation with any
      third party that could adversely affect the Company’s or its Subsidiaries’
rights in such Proprietary Assets.

    


    (g)    The
      Company believes that the exceptions, qualifications and other disclosures
      relating to the Proprietary Assets set forth in the Company Disclosure shall
      not
      have a Material Adverse Effect in the aggregate.

    


    2.9.    Company
      Disclosure.
      No
      representation or warranty of the Company herein, no exhibit or schedule hereto,
      and no information contained or referenced in the Company Disclosure, when
      read
      together, contains or will contain any untrue statement of a material fact
      or
      omits or will omit to state a material fact necessary in order to make the
      statements contained herein or therein, in light of the circumstances under
      which they were made, not misleading. 

    


    3.    Representations
      and Warranties of the New Investor.
      The New
      Investor represents and warrants to the Company as follows:

     

    
      
         

      

      
        9

        
          

        

      

      
         

      

    

    


    3.1.    The
      New
      Investor (i) has full power and authority to execute, deliver and perform this
      Agreement and the other Transaction Documents to which it is a party and to
      incur the obligations herein and therein and (ii) if applicable has been
      authorized by all necessary corporate or equivalent action to execute, deliver
      and perform this Agreement and the other Transaction Documents and to consummate
      the Contemplated Transactions. Each of this Agreement and the other Transaction
      Documents to which the New Investor is a party is a valid and binding obligation
      of the New Investor enforceable in accordance with its terms, except as limited
      by applicable bankruptcy, reorganization, insolvency, moratorium or similar
      laws
      affecting the enforcement of creditors’ rights and the availability of equitable
      remedies (regardless of whether such enforceability is considered in a
      proceeding at law or equity).

    


    3.2.    The
      New
      Investor has not retained any investment banker, broker or finder in connection
      with the Contemplated Transactions.

    


    3.3.    The
      Notes
      will be acquired for investment for the New Investor’s own account, not as a
      nominee or agent, and not with a view to the resale or distribution of any
      part
      thereof such that the New Investor would constitute an “underwriter” under the
      Securities Act. 

    


    3.4.    The
      New
      Investor understands and acknowledges that the offering of the Notes pursuant
      to
      this Agreement will not be registered under the Securities Act or qualified
      under any state securities laws on the grounds that the offering and sale of
      the
      Notes are exempt from registration and qualification, respectively, under the
      Securities Act and the Blue Sky Laws.

    


    3.5.    The
      New
      Investor represents that (i) the New Investor is able to fend for itself in
      the Contemplated Transactions; (ii) the New Investor has such knowledge and
      experience in financial and business matters as to be capable of evaluating
      the
      merits and risks of the New Investor’s prospective investment in the Notes;
      (iii) the New Investor recognizes that its investment in the Notes involves
      a high degree of risk which may result in the loss of the total amount of its
      investment and can afford the complete loss of such investment (iv) the New
      Investor recognizes that the Company has a very limited operating history upon
      which an evaluation of its business and prospects can be based; (v) the New
      Investor recognizes that the Company's prospects must be considered in light
      of
      its limited operating history, together with the expenses, difficulties,
      uncertainties and delays frequently encountered in connection with the early
      phases of a new business; and (vi) the New Investor recognizes that there can
      be
      no assurance that the Company will ever achieve any time soon or sustain
      profitability. 

    


    3.6.    The
      New
      Investor has read and had the opportunity to discuss with management of the
      Company: (i) this Agreement, (ii) the Merger Agreement, (iii) the Company
      Disclosure and (iv) the Risk Factors in the form attached as Exhibit
      5
      hereto.

    


    3.7    The
      New
      Investor (i) qualifies as an “accredited investor” as such term is defined under
      Rule 501 promulgated under the Securities Act, and (ii) the New Investor has
      not
      been organized for the purpose of purchasing the Notes.

    


    4.    Securities
      Laws; Certain Covenants of New Investor.
      

     

    
      
         

      

      
        10

        
          

        

      

      
         

      

    

    


    4.1.    The
      New
      Investor agrees that the Notes may not be sold by the New Investor without
      registration under the Securities Act or an exemption therefrom, and therefore
      the New Investor may be required to hold the Notes for an indeterminate
      period.

    


    4.2.    The
      New
      Investor agrees that the obligations under the Notes shall be subject to the
      Security Agreement, Stockholder Pledge Agreement and the Intercreditor
      Agreement, each as amended as contemplated herein. AIGH shall have no duty
      to
      the New Investor arising out of its actions or failure to act under the Security
      Agreement, Stockholder Pledge Agreement, the Intercreditor Agreement or
      Guaranties, each as amended as contemplated herein, provided that AIGH shall
      apply the same standard of care as it would use in determining whether to act
      under such agreements in its capacity as a New Investor. 

    


    4.4.    The
      New
      Investor agrees to indemnify AIGH from and against any and all reasonable
      claims, losses, and liabilities (including, without limitation, reasonable
      attorney fees) arising out of or resulting from the Notes, Security Agreement,
      Stockholder Pledge Agreement, the Intercreditor Agreement or Guaranties, each
      as
      amended as contemplated herein, except claims, losses, or liabilities resulting
      from the gross negligence or willful misconduct of AIGH.

    


    4.5.    The
      New
      Investor will upon demand pay the amount of any and all reasonable expenses,
      including, without limitation, the reasonable fees and expenses of counsel
      and
      of any experts and agents, which AIGH may incur in connection with (i) the
      preparation and administration of the Security Agreement, Stockholder Pledge
      Agreement, the Intercreditor or Guaranties, each as amended as contemplated
      herein; (ii) the exercise or enforcement of any of the rights of AIGH or the
      New
      Investor thereunder; or (iii) the failure by the New Investor to perform or
      observe any of the provisions hereof or thereof.

    


    4.6.    The
      New
      Investor hereby appoints AIGH as its agent under the Security Agreement with
      respect to the Collateral and the creation, perfection, priority, preservation,
      protection and enforcement of a security interest therein in accordance with
      the
      terms of the Security Agreement. The New Investor hereby authorizes AIGH to
      take
      such actions with respect to the Collateral, for the pro-rata benefit of the
      New
      Investor, and the Bridge Investors in accordance with Section 9 of the Security
      Agreement, as AIGH determines to take in its sole discretion, and the New
      Investor agrees to indemnify and hold harmless AIGH for all costs, claims or
      expenses (including without limitation attorneys’ fees and expenses) in
      connection with such actions taken or omitted to be taken, except to the extent
      resulting from the gross negligence or willful misconduct of AIGH. AIGH shall
      provide prompt notice of any material action under the Security Agreement to
      the
      New Investor.

    


    4.7.    The
      New
      Investor hereby appoints AIGH as its agent under the Stockholder Pledge
      Agreements with respect to the Pledged Collateral and the creation, perfection,
      priority, preservation, protection and enforcement of a security interest
      therein in accordance with the terms of the Stockholder Pledge Agreements.
      The
      New Investor hereby authorizes AIGH to take such actions with respect to the
      Pledged Collateral, for the pro-rata benefit of the New Investor and the Bridge
      Investors in accordance with Section 9 of the Stockholder Pledge Agreements,
      as
      AIGH determines to take in its sole discretion, and the New Investor agrees
      to
      indemnify and hold harmless AIGH for all costs, claims or expenses (including
      without limitation attorneys’ fees and expenses) in connection with such actions
      taken or omitted to be taken, except to the extent resulting from the gross
      negligence or willful misconduct of AIGH. AIGH shall provide prompt notice
      of
      any material action under the Stockholder Pledge Agreements to the New
      Investor.

     

    
      
         

      

      
        11

        
          

        

      

      
         

      

    

    


    5.    Additional
      Covenants of the Company.
      

    


    5.1.    Form
      D.
      As soon
      as is practicable following each Closing, the Company shall prepare and file
      with the SEC a Form D concerning the sale of the Notes.

    


    5.2.    Financial
      Reports and Tax Returns.
      Until
      the Company is a public company required to file financial reports with the
      U.S.
      Securities and Exchange Commission, the Company will furnish or will cause
      to be
      furnished to the New Investor:

    


    (a)    within
      90
      days after the end of each fiscal quarter and fiscal year of the Company,
      respectively, financial statements (including income statement and balance
      sheet) in accordance with generally accepted accounting standards (except that
      interim financial statements need not contain footnotes or normal year-end
      adjustments); and

    


    (b)    within
      90
      days after the end of each fiscal year of the Company, an independent certified
      audit of financial statements for such fiscal year.

    


    6.    Miscellaneous.

    


    6.1.    Entire
      Agreement; Successors and Assigns.
      This
      Agreement and the other Transaction Documents constitute the entire contract
      between the parties relative to the subject matter hereof and thereof, and
      no
      party shall be liable or bound to the other in any manner by any warranties,
      representations or covenants except as specifically set forth herein or therein.
      This Agreement and the other Transaction Documents supersede any previous
      agreement among the parties with respect to the Notes. The terms and conditions
      of this Agreement shall inure to the benefit of and be binding upon the
      respective executors, administrators, heirs, successors and assigns of the
      parties. Except as expressly provided herein, nothing in this Agreement,
      expressed or implied, is intended to confer upon any party, other than the
      parties hereto, any rights, remedies, obligations or liabilities under or by
      reason of this Agreement.

    


    6.2.    Survival
      of Representations and Warranties.
      All
      representations and warranties of the Company shall survive the execution and
      delivery of this Agreement and the Closings hereunder and shall continue in
      full
      force and effect for one year after the Second Closing. The covenants of the
      Company set forth in Section 5 shall remain in effect as set forth
      therein.

    


    6.3.    Governing
      Law; Jurisdiction.
      This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of New York without regard to principles of conflicts of law. Each party
      hereby irrevocably consents and submits to the jurisdiction of any New York
      State or United States Federal Court sitting in the State of New York, County
      of
      New York, over any action or proceeding arising out of or relating to this
      Agreement and irrevocably consents to the service of any and all process in
      any
      such action or proceeding by registered mail addressed to such party at its
      address specified in Section 6.6 (or as otherwise noticed to the other party).
      Each party further waives any objection to venue in New York and any objection
      to an action or proceeding in such state and county on the basis of forum
      non conveniens.
      Each
      party also waives any right to trial by jury.

     

    
      
         

      

      
        12

        
          

        

      

      
         

      

    

    


    6.4.    Counterparts.
      This
      Agreement may be executed in two or more counterparts, each of which shall
      be
      deemed an original, but all of which together shall constitute one and the
      same
      instrument.

    


    6.5.    Headings.
      The
      headings of the sections of this Agreement are for convenience and shall not
      by
      themselves determine the interpretation of this Agreement.

    


    6.6.    Notices.
      Any
      notice required or permitted hereunder shall be given in writing and shall
      be
      deemed effectively given upon (i) personal delivery, (ii) delivery by fax (with
      answer back confirmed) or (iii) delivery by electronic mail (with reception
      confirmed), addressed to a party at its address or sent to the fax number or
      e-mail address shown below or at such other address, fax number or e-mail
      address as such party may designate by three days advance notice to the other
      party. 

    


    Any
      notice to the New Investor shall be sent to:

    


    if
      to New
      Investor: 

    


    SBE,
      Inc.

    Attn:
      David Brunton

    4000
      Executive Parkway

    Suite
      200

    San
      Ramon, CA 94583

    Facsimile:
      (925) 355-2041

    


    with
      a
      copy to:  

    


    Cooley
      Godward Kronish LLP 

    101
      California Street, 5th Floor 

    San
      Francisco, CA 94111-5800 

    Attention:
      Jodie Bourdet, Esq.

    Fax:
      415-693-2222

    


    Any
      notice to the Company shall be sent to:

    


    Neonode
      Inc.

    Biblioteksgatan
      11 

    S111
      46
      Stockholm, Sweden

    Attention:
      President

    Fax
      Number: +46-8-678 18 51

     

    
      
         

      

      
        13

        
          

        

      

      
         

      

    

    


    with
      a
      copy to: 

    


    Hahn
      & Hessen LLP

    488
      Madison Avenue

    New
      York,
      New York 10022

    Attention:
      James Kardon, Esq.

    Fax
      Number: (212) 478-7400

    


    6.7.    Rights
      of Transferees.
      Any and
      all rights and obligations of the New Investor herein incident to the ownership
      of Notes shall pass successively to all subsequent transferees of such
      securities until extinguished pursuant to the terms hereof.

    


    6.8.    Severability.
      Whenever possible, each provision of this Agreement shall be interpreted in
      such
      a manner as to be effective and valid under applicable law, but if any provision
      of this Agreement shall be deemed prohibited or invalid under such applicable
      law, such provision shall be ineffective to the extent of such prohibition
      or
      invalidity, and such prohibition or invalidity shall not invalidate the
      remainder of such provision or any other provision of this
      Agreement.

    


    6.9.    Expenses.
      Irrespective of whether the Closings are effected, the Company shall pay all
      costs and expenses that it incurs with respect to the negotiation, execution,
      delivery and performance of this Agreement. The New Investor shall be
      responsible for all costs incurred by the New Investor in connection with the
      negotiation, execution, delivery and performance of this Agreement including,
      but not limited to, legal fees and expenses.

    


    6.10.    Amendments
      and Waivers.
      Unless
      a particular provision or section of this Agreement requires otherwise
      explicitly in a particular instance, any provision of this Agreement may be
      amended and the observance of any provision of this Agreement may be waived
      (either generally or in a particular instance and either retroactively or
      prospectively), only with the written consent of the Company and the holders
      of
      a majority of the principal amount of the Notes. Any amendment or waiver
      effected in accordance with this Section 6.10 shall be binding upon each holder
      of any Notes at the time outstanding (including securities into which such
      Notes
      are convertible), each future holder of all such Notes, and the
      Company.

    


    6.11.    Conflicts.
      The
      Company and the New Investor (i) acknowledge that Hahn & Hessen LLP, counsel
      to the Company in the Contemplated Transactions and the Merger, has acted,
      and
      from time to time continues to act, as counsel to (A) the Bridge Investors
      or
      affiliates thereof, in connection with the Bridge Notes, and (B) AIGH in
      connection with the Bridge Notes, the Security Agreement, investments in SBE,
      and in unrelated matters, (ii) consent to the representation of the Company
      and
      such other representation of the Bridge Investors, or affiliates thereof, by
      Hahn & Hessen LLP, (iii) acknowledge that partners of Hahn & Hessen LLP
      own securities of SBE constituting less than 0.2% of outstanding stock of SBE,
      and (iv) waive any conflicts of interest claim which may arise from any or
      all
      of the foregoing.

    


    [signature
      page follows]

     

    
      
         

      

      
        14

        
          

        

      

      
         

      

    


    SIGNATURE
      PAGE

    TO

    NEONODE
      INC.

    SBE
      NOTE
      PURCHASE AGREEMENT

    Dated
      May
      18, 2007 

    


    IN
      WITNESS WHEREOF, the undersigned has executed this Agreement as of the
      18th

    day
      of
      May, 2007, and execution of this Agreement shall constitute execution of the
      consent to the applicable Stockholder Pledge Agreement, Guaranties and the
      Security Agreement, each as amended.

    


    
      	 	 
	 	
              SBE,
                INC.

            
	 	 
	 	
              By:
                /s/
                David W. Brunton

            
	 	
              Name:
                David
                W. Brunton

            
	 	
              Title:
                CFO

            
	 	 
	 	 


    

    


    ACCEPTED
      AND AGREED:

    


    NEONODE
      INC.

    


    By:
      /s/
      Mikael Hagman

    Name:
      Mikael Hagman

    Title:
      President & CEO

    Dated:
      May
      18, 2007

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    


    EXHIBITS
      

    TO
      THE
      SBE NOTE PURCHASE AGREEMENT

    


    


    
      	Exhibit
              1:	
              Form
                of Note 

            


    

    


    
      	Exhibit
              2:	
              Form
                of Security Agreement Amendment No. 3, Security Agreement Amendment
                No. 2,
                Security Agreement Amendments No. 1 and Security
                Agreement

            


    

    


    
      	Exhibit
              3:	
              Form
                of Stockholder Pledge Amendment No. 3, Stockholder Pledge Amendment
                No. 2,
                Stockholder Pledge Amendment No. 1 and Stockholder Pledge Agreements,
                for
                each of

            


    

    
      Rector
        AB

    

    Iwo
      Jima
      Sarl

    Wirelesstoys

     

    
      	Exhibit
              4:	
              Form
                of Guaranty Amendment No. 3, Guaranty Amendment No. 2, Guaranty Amendment
                No. 1 and Guaranties, for each of:

            


    

    Per
      Bystedt

    Thomas
      Eriksson

    Magnus
      Goertz

    


    
      
        	Exhibit
                5:	
                Risk
                  Factors

              


      

    

    


    
      	Exhibit
              6:	
              Company
                Disclosure

            


    

    


    
      	Exhibit
              7:	
              Capitalization
                Table