EXHIBIT
      10.22(a) 

     

    THIS
      NOTE
      AND THE SECURITIES THAT MAY BE ISSUABLE UPON CONVERSION HEREOF HAVE 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 OR SECURITIES WHICH OTHER COUNSEL IS SATISFACTORY TO THE
      COMPANY THAT SUCH NOTE OR THE SECURITIES THAT MAY BE ISSUABLE UPON CONVERSION
      HEREOF MAY BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED OR TRANSFERRED WITHOUT
      AN
      EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR APPLICABLE STATE SECURITIES
      LAWS. 

     

    [Alternate
      Legend for Non-U.S. Purchasers]

     

    [THIS
      NOTE AND THE SECURITIES THAT MAY BE ISSUABLE UPON CONVERSION HEREOF HAVE NOT
      BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”),
      OR UNDER ANY STATE SECURITIES LAWS. NEITHER THIS NOTE NOR THE SECURITIES THAT
      MAY BE ISSUABLE UPON CONVERSION HEREOF MAY BE REOFFFERED, SOLD, ASSIGNED,
      TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF WITHIN THE UNITED
      STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF,
      U.S.
      PERSONS, OTHER THAN TO DISTRIBUTORS (AS DEFINED IN REGULATION S PROMULGATED
      UNDER THE ACT) IN THE ABSENCE OF SUCH REGISTRATION UNTIL (A) A REGISTRATION
      STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE ACT OR (2) THE COMPANY
      RECEIVES AN OPINION OF COUNSEL TO THE COMPANY OR OTHER COUNSEL TO THE HOLDER
      OF
      SUCH NOTE OR
      SECURITIES WHICH
      OTHER COUNSEL IS SATISFACTORY TO THE COMPANY THAT SUCH NOTE OR THE SECURITIES
      THAT
      MAY
      BE ISSUABLE
      UPON CONVERSION HEREOF MAY BE PLEDGED, SOLD ASSIGNED, HYPOTHECATED OR
      TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
      ACT.]

     

    SENIOR
      SECURED NOTE

     

    

      
        	
                $[_____________]

              	
                New
                  York, New York

              
	 	
                August
                  8, 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;

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    The
      Company sold 6% senior secured notes, due September 30, 2007, in aggregate
      principal amount of $1,000,000 to SBE (the “SBE Notes”), pursuant to a note
      purchase agreement, dated as of May 18, 2007, and the SBE Notes will be deemed
      paid in the event the Merger occurs;

     

    On
      February 28, 2006, November 20, 2006, January 22, 2007 and June 4, 2007, the
      Company sold senior secured notes, after amendment all due on December 31,
      2007,
      on a par with this Note in aggregate principal amount of $13,000,000 (the
“Bridge Notes”) to certain lenders on similar terms to this Note, except that
      the Bridge Notes bear interest at 4% per annum and will be converted on
      different terms in event the Merger occurs;

     

    This
      Note
      was issued pursuant to the Note Purchase Agreement, dated as of July 31, 2007,
      between the Company and Lender (the “Note Purchase Agreement”);

     

    Upon
      the
      issuance of this Note, the undersigned issued additional senior secured notes
      of
      identical tenor to this Note in an aggregate principal amount (including this
      Note) of $4,000,000 as set forth in the Note Purchase Agreement (collectively,
      the “Notes”, and together with the SBE Note and the Bridge Notes, the “Senior
      Secured Notes”); and

     

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

     

    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 [____________________________], or assigns (“Lender”), at its offices
      located at [________________________] or at such other place as the Lender
      may
      from time to time designate to the undersigned in writing, on December 31,
      2007,
      or such earlier date as required hereunder, the sum of [___________________]
      DOLLARS [($_______________)] at a rate per annum equal to eight percent (8%).
      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
      Lender, 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 Lender, by the pledge of certain
      Collateral, as defined in such Security Agreement. 

     

    A. Merger;
      Conversion: 

     

    1. In
      the
      event the Merger is completed, the Company shall cause the rights to convert
      this Note to be enforceable against SBE. 

     

    2. In
      the
      event that the Merger is completed and the Company completes an offering of
      its
      equity or equity equivalent securities with gross proceeds aggregating
      $5,000,000 or more (the “Qualified Financing”) prior to December 31, 2007, this
      Note, including without limitation all accrued interest (unless paid in cash
      by
      the undersigned) and other obligations under this Note, may be converted at
      the
      option of the Lender into the securities sold in the Qualified Financing (the
      “Offering Securities”), on substantially the same terms as the Offering
      Securities are purchased by other investors in the Qualified Financing within
      90
      days after closing of the Qualified Financing, but not later than December
      31,
      2007.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    

      3.  In
        the
        event the undersigned fails to complete a Qualified Financing by December
        31,
        2007, this Note, including without limitation all accrued interest and other
        obligations under this Note, may be converted at the option of Lender into
        securities of the undersigned on
        substantially the same terms as the Bridge Notes are converted (only if the
        Bridge Notes are converted),
        subject
        to compliance with applicable securities law.

    

     

    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 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; 

     

    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 its 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, or the undersigned terminates any
      guaranty which it has given to Lender to secure the indebtedness of any third
      party; or

     

    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,

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    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 holders of the Senior Secured Notes 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 Lenders 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.

     

    
      1 The
        holder of this Note, each transferee hereof and any holder and transferee
        of any
        securities issued upon conversion hereof other than in a registered public
        offering, by his acceptance hereof or thereof, agrees that (i) no public
        distribution of Notes or such securities will be made in violation of the
        Act,
        and (ii) during such period as the delivery of a prospectus with respect
        to such
        securities may be required by the Act, no public distribution of such securities
        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 securities 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. 

       

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

    

     

     

    G. Certain
      Representations and Covenants.
      

     

    1 No
      information provided 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, upon the request of the Required Holders, the Company shall provide the
      Lender with any and all information about the Company reasonably deemed
      necessary for the Lender to evaluate this Note or a possible conversion thereof;
      provided that the Lender shall keep such information confidential.

     

    2. While
      this Note is outstanding, the Company (a) shall not issue 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. 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 Lender 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.
      

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

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


     

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

     

    J. Amendment.
      This
      Note may only be amended with the written consent of the undersigned and the
      Required Holders, and the holder of this Note shall be bound by any such
      amendment; provided that no amendment which adversely affects the Lender
      disproportionately shall be effective against the Lender without the Lender’s
      consent.

     

    
      	
               

            	
              NEONODE
                INC. 

            
	 	
              By:

            	
                                                            
                

            
	 	
            	
              
                                                            
                  

              

            	
              
                
                  ,
                    Authorized Signatory