THIS
      NOTE
      HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“ACT”), OR 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 MAY BE PLEDGED, SOLD, ASSIGNED,
      HYPOTHECATED OR TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER
      THE ACT OR APPLICABLE STATE SECURITIES LAWS. 

    


    


    SENIOR
      SECURED NOTE

     

    
      	$500,000.00 	
              New
                York, New York 

            
	 	
              May
                18,
                2007 

            


    

    


    Background:

    


    The
      undersigned (the “undersigned” or the “Company”) has entered into that certain
      Agreement and Plan of Merger and Reorganization, dated as of January 19, 2007,
      as amended (the “Merger Agreement”), by and among the Company, SBE, Inc.
      (“SBE”), a Delaware corporation 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 undersigned with and into Merger
      Sub;

    


    This
      Note
      was issued pursuant to the Note Purchase Agreement, dated as of May 18, 2007,
      between the Company and Lender (the “Note Purchase Agreement”);

    


    Capitalized
      terms used but not defined herein shall have the meanings assigned to them
      in
      the Note Purchase Agreement; and

    


    Prior
      to
      the date hereof, the undersigned issued certain senior secured notes (the
“Bridge Notes”) to certain lenders (the “Bridge Lenders”) in an aggregate
      principal amount of $10,000,000.

    


    FOR
      VALUE
      RECEIVED, the undersigned, a Delaware corporation having an address at
      Biblioteksgatan 11, S111 46 Stockholm, Sweden, hereby promises to pay to the
      order of SBE or assigns (“Lender”), at its offices located at 4000 Executive
      Parkway, Suite 200, San Ramon, California 94583 or at such other place as the
      Lender may from time to time designate to the undersigned in writing, on
      September 30, 2007, or such earlier date as required hereunder, the sum of
      FIVE
      HUNDRED THOUSAND DOLLARS ($500,000.00) at a rate per annum equal to six percent
      (6%). In no event, however, shall interest hereunder be in excess of the maximum
      interest rate permitted by law. 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    The
      obligations of the undersigned under this Note, together with all obligations
      under the other Senior Secured Notes, are secured in accordance with the terms
      of (i) certain Stockholder Pledge and Security Agreements, dated February 28,
      2006 (as amended, restated, modified and supplemented from time to time, the
      “Stockholder Pledge Agreements”) between certain stockholders of the Company and
      the Bridge Lenders, by the pledge of certain Collateral, as defined in such
      Stockholder Pledge Agreements, respectively, and (ii) a Security Agreement,
      dated February 28, 2006 (as amended, restated, modified and supplemented from
      time to time, the “Security Agreement”) between the Company and the Bridge
      Lenders, by the pledge of certain Collateral, as defined in such Security
      Agreement. 

    


    A.    Prepayment;
      Effect of Merger:
      

    


    
      	 	
              1.

            	
              This
                Note may be prepaid without premium or penalty, in whole or in part,
                on 20
                days notice. 

            


    

    


    
      	 	
              2.

            	
              In
                the event that the Merger is consummated pursuant to the terms of
                the
                Merger Agreement, this Note, including without limitation all accrued
                interest (unless paid in cash by the undersigned) and other obligations
                under this Note, shall automatically be cancelled without further
                obligation on the part of the
                Company.

            


    

    


    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.    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 its
      creditors or take advan-tage 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 under-signed, 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; 

    


    3.    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; 

    


    4.    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; 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


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

    


    6.    any
      termination of the Merger Agreement pursuant to the terms therein,

    


    then
      this
      Note (x)(i) upon the occurrence of an Event of Default pursuant to subsection
      2
      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 Required
      Holders, 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 Bridge Lenders or Lender take action under the Security Agreement
      or
      any Stockholder Pledge Agreement, such holders shall proceed first under the
      Security Agreement and thereafter, only if the Company’s obligations to the
      Bridge Lenders and Lender are not satisfied, under such Stockholder Pledge
      Agreement.

    


    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.
      The
      holder of this Note and each transferee hereof, by its acceptance thereof,
      agrees that (i) no public distribution of Notes will be made in violation of
      the
      Act, and (ii) during such period as the delivery of a prospectus with respect
      to
      the Note may be required by the Act, no public distribution of the Note 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. 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. 

    


    G.    Subordination.
      The
      holder of this Note and each transferee hereof, by its acceptance hereof, agrees
      that any payment or distribution in respect of the Note (i) is expressly
      subordinated to the Company’s obligations to Almi Foretags Partner, AB, a
      corporation recognized under the laws of Sweden and (ii) is pari passu with
      the
      Company’s obligations to Petrus Holdings S.A., a corporation organized under the
      laws of Luxembourg. 

    


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

    


    I.    This
      Note
      may only be amended with the written consent of the undersigned and the
      Lender.

     

    
      	 	NEONODE INC. 
	 	 
	 	By: /s/
              Mikael Hagman