EXHIBIT
      10.26

     

    THE
      SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
      ACT
      OF 1933, AS AMENDED, OR THE SECURITIES LAW OF ANY STATE AND MAY NOT BE SOLD,
      TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE
      REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS
      OR
      PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH
      ACT AND SUCH LAWS.

     

    NEONODE
      INC.

     

    Unit
      Purchase Warrant

     

    [---------]
      Units

     

    Unit
      Purchase Warrant No. U-II-1

     

    For
      value
      received, NEONODE INC., a Delaware corporation (the “Company”), hereby certifies
      that _________________________________________________________, his designees
      and assigns (the “Holder”), is entitled to purchase and receive from the
      Company, at any time or from time to time commencing September 26, 2007 and
      prior to 5:00 PM, New York City time, on September 26, 2012 (the “Expiration
      Date”) ------------------ (----------) fully paid and non-assessable Units of
      the Company, each Unit consisting of a
      Note in
      the principal amount of $1,500, 500 Shares at an allocated Purchase Price of
      $3.50 per Share, and 696.5 Warrants,
      for a
      purchase price of $3,250.00 per Unit (the “Exercise Price”). The Units issuable
      upon the exercise of this Unit Purchase Warrant are identical to the Units
      issuable pursuant to the Subscription Agreement between the Company and the
      Subscribers named therein, dated as of September 10, 2007 (the “Subscription
      Agreement”). Capitalized terms not otherwise defined herein shall have the
      meaning set forth in the Subscription Agreement. The Exercise Price and the
      number of Units (and shares of Common Stock and Underlying Warrants underlying
      the Units) to be received upon exercise shall be subject to adjustment upon
      the
      occurrence of certain events specified herein and in the Subscription Agreement.
      The term “Exercise
      Price”
shall
      mean the initial exercise price or the adjusted exercise price, depending on
      the
      context. This Unit Purchase Warrant is being issued and delivered to the Holder
      pursuant to the Financial Advisory Agreement dated as of August 28, 2007 (the
      “Financial Advisory Agreement”) between the Company and Empire Asset Management
      Inc. (“Empire”), whereby Empire was granted Unit Purchase Warrants to purchase a
      total of 142.875 Units. Empire designated the Holder as the recipient of this
      Unit Purchase Warrant.

     

    1. Exercise.

     

    1.1. In
      order
      to exercise this Unit Purchase Warrant, the exercise form attached hereto shall
      be duly executed and delivered to the Company, together with this Unit Purchase
      Warrant and payment of the Exercise Price for the Units being purchased payable
      by certified check, official bank check or bank wire. In the event this Unit
      Purchase Warrant is exercised after the end of the term of the Notes, upon
      exercise of this Unit Purchase Warrant, the Holder shall receive in lieu of
      Notes, the number of Conversion Shares issuable upon conversion of the Notes
      at
      the end of the term thereof. This Unit Purchase Warrant may be exercised or
      assigned in whole or in part. In the event of the exercise or assignment hereof
      in part only, upon surrender of this Unit Purchase Warrant for cancellation,
      the
      Company shall cause to be delivered to the Holder without charge a new Unit
      Purchase Warrant of like tenor evidencing the right of the Holder to purchase
      the number of Units purchasable hereunder as to which this Unit Purchase Warrant
      has not been exercised or assigned. If this Unit Purchase Warrant shall not
      be
      exercised at or before 5:00 p.m., New York City Time, on the Expiration Date,
      this Unit Purchase Warrant shall become and be void without further force or
      effect. If the Expiration Date is a day on which banking institutions in New
      York are authorized to close by law, then this Unit Purchase Warrant may be
      exercised on the next succeeding day.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    1.2. In
      lieu
      of exercising this Unit Purchase Warrant as set forth above, the Holder may
      from
      time to time exercise all or a portion of this Unit Purchase Warrant by electing
      to receive that number of Units as determined below by surrendering to the
      Company at its principal office this Unit Purchase Warrant, with the applicable
      Election to Purchase Units duly executed by the Holder, in which event the
      Company shall issue to the Holder the number of Units computed using the
      following formula:

     

    NU
      =
WU
      x
      (MP-EP)

    MP

     

    where:

     

    
      	 	
              NU

            	
              equals
                the number of Units to be issued to the
                Holder

            


    

     

    
      	 	
              WU

            	
              equals
                the number of Units purchasable under this Unit Purchase
                Warrant

            


    

     

    
      	 	
              MP

            	
              equals
                the Current Market Price per Unit (at the date of such
                calculation)

            


    

     

    
      	 	
              EP

            	
              equals
                the Exercise Price

            


    

     

    Following
      the surrender of this Unit Purchase Warrant pursuant to this Section 1.2, the
      Company shall promptly issue and deliver to the Holder a certificate or
      certificates for that number of Units, as calculated above in such name or
      names
      as may be designated by the Holder.

     

    1.3. The
      Current Market Price per Unit on any date shall be deemed to be the product
      of
      (a) eight times (b) the average of the daily closing prices per share of Common
      Stock for the 10 consecutive trading days commencing 15 trading days before
      such
      date. If on any such date the shares of Common Stock are not listed or admitted
      for trading on any national securities exchange or quoted by NASDAQ the OTC
      Bulletin Board or a similar service, then the Company, shall determine the
      Current Market Price.

     

    
      
        
        

      

      
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    2. Transfer
      and Assignment.

     

    2.1. Subject
      to the provisions of this Section 2, this Unit Purchase Warrant may be
      transferred or assigned, in whole or in part, by the Holder at any time, and
      from time to time. Each transferee of this Unit Purchase Warrant or the
      securities issuable upon the exercise of this Unit Purchase Warrant acknowledges
      that this Unit Purchase Warrant or the securities issuable upon the exercise
      of
      this Unit Purchase Warrant have not been registered under the Securities Act
      of
      1933, as amended ( the “Securities Act”) and may be transferred only pursuant to
      an effective registration under the Securities Act or pursuant to an applicable
      exemption from the registration requirements of the Securities Act.

     

    2.2. With
      respect to a transfer that should occur prior to the time that the Unit Purchase
      Warrant or the securities issuable upon the exercise thereof is registered
      under
      the Securities Act, such Holder shall request an opinion of counsel (which
      shall
      be rendered by counsel reasonably acceptable to the Company) that the proposed
      transfer may be effected without registration or qualification under any Federal
      or state securities or blue sky law. Counsel shall, as promptly as practicable,
      notify the Company and the Holder of such opinion and of the terms and
      conditions, if any, to be observed in such transfer, whereupon the Holder shall
      be entitled to transfer this Unit Purchase Warrant or such shares of Common
      Stock (or portion thereof), subject to any other provisions and limitations
      of
      this Unit Purchase Warrant. 

     

    2.3. In
      order
      to make any permitted assignment, the Holder must deliver to the Company the
      assignment form attached hereto duly executed, together with the Unit Purchase
      Warrant. The Company shall within three business days transfer this Unit
      Purchase Warrant on the books of the Company and shall execute and deliver
      a new
      Unit Purchase Warrant or Unit Purchase Warrants of like tenor to the appropriate
      assignee(s) expressly evidencing the right to purchase the aggregate number
      of
      Units purchasable hereunder or such portion of such number as shall be
      contemplated by any such assignment.

     

    3. Lost
      Certificate.

     

    3.1. Upon
      receipt by the Company of evidence satisfactory to it of the loss, theft,
      destruction or mutilation of this Unit Purchase Warrant and of reasonably
      satisfactory indemnification or the posting of a bond, the Company shall execute
      and deliver a new Unit Purchase Warrant of like tenor and date. Any such new
      Unit Purchase Warrant executed and delivered as a result of such loss, theft,
      mutilation or destruction shall constitute a substitute contractual obligation
      on the part of the Company.

     

    4. Adjustments.

     

    4.1. Adjustments
      to Exercise Price and Number of Securities.
      The
      Exercise Price and the number of Units underlying this Unit Purchase Warrant
      and
      underlying securities shall be subject to adjustment from time to time as
      hereinafter set forth:

     

    (a) Stock
      Dividends, Split-Ups.
      If
      after the date hereof, the number of outstanding shares of Common Stock is
      increased by a stock dividend payable in shares of Common Stock or by a split-up
      of shares of Common Stock or other similar event, then, on the effective date
      thereof, the number of shares of Common Stock underlying each of the Units
      purchasable hereunder shall be increased in proportion to such increase in
      outstanding shares. In such case, the number of shares of Common Stock, and
      the
      exercise price applicable thereto, underlying the warrants underlying each
      of
      the Units purchasable hereunder shall be adjusted in accordance with the terms
      of such warrants. 

     

    
      
        
        

      

      
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    (b) Aggregation
      of Shares.
      If
      after the date hereof, the number of outstanding shares of Common Stock is
      decreased by a consolidation, combination or reclassification of shares of
      Common Stock or other similar event, then, on the effective date thereof, the
      number of shares of Common Stock underlying each of the Units purchasable
      hereunder shall be decreased in proportion to such decrease in outstanding
      shares. In such case, the number of shares of Common Stock, and the exercise
      price applicable thereto, of the Underlying Warrants shall be adjusted in
      accordance with the terms of such Underlying Warrants, as if issued on the
      date
      hereof.

     

    (c) Reclassification,
      Reorganization, Merger.
      In case
      of any reclassification or reorganization of the outstanding shares of Common
      Stock other than a change covered by the preceding paragraphs hereof or that
      solely affects the par value of such shares of Common Stock, or in the case
      of
      any merger or consolidation of the Company with or into another corporation
      (other than a consolidation or merger in which the Company is the continuing
      corporation and that does not result in any reclassification or reorganization
      of the outstanding shares of Common Stock), or in the case of any sale or
      conveyance to another corporation or entity of the assets or property of the
      Company as an entirety or substantially as an entirety in connection with which
      the Company is dissolved, the Holder of this Unit Purchase Warrant shall have
      the right thereafter to receive upon the exercise hereof, for the same aggregate
      Exercise Price payable hereunder immediately prior to such event, the kind
      and
      amount of shares of stock or other securities or property (including cash)
      receivable upon such reclassification, reorganization, merger or consolidation,
      or upon a dissolution following any such sale or transfer, by a Holder of the
      number of shares of Common Stock of the Company obtainable upon exercise of
      this
      Unit Purchase Warrant and the Underlying Warrants immediately prior to such
      event; and if any reclassification also results in a change in shares of Common
      Stock covered by the preceding paragraphs hereof, then such adjustment shall
      be
      made pursuant to such paragraphs and this paragraph.. The provisions of this
      paragraph shall similarly apply to successive reclassifications,
      reorganizations, mergers or consolidations, sales or other transfers.


     

    4.2. Changes
      in Form of Warrant.
      This
      form of Unit Purchase Warrant need not be changed because of any change pursuant
      to this Section, and Unit Purchase Warrants issued after such change may state
      the same Exercise Price and the same number of Units as are stated in the Unit
      Purchase Warrant initially issued. The acceptance by any Holder of the issuance
      of a new Unit Purchase Warrant reflecting a required or permissive change shall
      not be deemed to waive any rights to an adjustment occurring after the
      Commencement Date or the computation thereof.

     

    4.3. Elimination
      of Fractional Interests.
      The
      Company shall not be required to issue certificates representing fractions
      of
      shares of Common Stock or Underlying Warrants upon the exercise of this Unit
      Purchase Warrant, nor shall it be required to issue scrip or pay cash in lieu
      of
      any fractional interests, it being the intent of the parties that all fractional
      interests shall be eliminated by rounding any fraction up or down to the nearest
      whole number of Unit Purchase Warrants, shares of Common Stock or other
      securities, properties or rights.

     

    
      
        
        

      

      
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    4.4. Notice
      of Change in Exercise Price.
      The
      Company shall, promptly after an event requiring a change in the Exercise Price
      pursuant to this section, send notice of such event and change (a “Change
      Notice”) to the holder of Unit Purchase Warrants exercisable for a majority of
      the Units issuable upon exercise thereof. The Change Notice shall describe
      the
      event causing the change and the method of calculating same and shall be
      certified as being true and accurate by the Company’s President and Chief
      Financial Officer. 

     

    4.5. Underlying
      Warrants.
      In the
      event of redemption or any change in the terms of the Underlying Warrant in
      accordance with the terms thereof, the Company shall give notice thereof to
      the
      Holder. The Holder recognized that if the Unit Purchase warrants are not
      exercised within the redemption period, the right to receive one-half of an
      Underlying Warrant upon exercise of a Unit Purchase Warrant shall become the
      right to receive one half of the redemption price of $.10 per Underlying
      Warrant.

     

    5. Registration
      Rights.

     

    5.1. Definitions.

     

    The
      “Registrable
      Securities”
shall
      mean the Units, Common Stock included in the Units, the Underlying Warrants
      and
      the Common Stock issuable upon exercise of the Underlying Warrants.


     

    The
“Act”
      shall mean the Securities Act of 1933, as amended. 

     

    5.2. “Piggy-Back”
      Registration.
      The
      Holder of this Unit Purchase Warrant shall have the right for a period of five
      years commencing on the date hereof, to include the Registrable Securities
      as
      part of any registration or registrations of securities filed by the Company
      (other than in connection with a transaction contemplated by Rule 145(a)
      promulgated under the Act or pursuant to Form S-8). The Company shall bear
      all
      fees and expenses in connection with registering the Registrable Securities,
      but
      the Holder shall pay all costs of selling the Registrable Securities including
      without limitation any underwriting or brokerage commissions related to the
      Registrable Securities and the expenses of any legal counsel selected by the
      Holder to represent him in connection with the registration and sale of the
      Registrable Securities. In the event of such a proposed registration, the
      Company shall furnish the then holders of outstanding Registrable Securities
      with not less than fifteen days written notice prior to the proposed date of
      filing of such registration statement. Such notice to the holders shall continue
      to be given for each applicable registration statement filed by the Company
      until such time as all of the Registrable Securities have been registered and
      sold. The holders of the Registrable Securities may exercise the “piggy-back”
rights provided for herein by giving written notice, within ten days of the
      receipt of the Company’s notice of its intention to file a registration
      statement. The Company shall cause any registration statement filed pursuant
      to
      the above “piggyback” rights to remain effective for at least nine months from
      the date that the holders of the Registrable Securities are first given the
      opportunity to sell all of such securities. The Company agrees, at its sole
      expenses, to use its reasonable best efforts to qualify or register the
      Registrable Securities in such states as are reasonably requested by the
      holders; provided, however, that the Company shall not be required to register
      the Registrable Securities in a state in which such registration would cause
      the
      Company to be obligated to qualify to do business generally in such state,
      or
      would subject the Company to taxation as a foreign corporation doing business
      in
      such jurisdiction. 

     

    
      
        
        

      

      
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    5.3. Indemnification.

     

    (a) In
      the
      event of a registration of any of the Registrable Securities under the
      Securities Act pursuant to Section 5.2, the Company will indemnify and hold
      harmless each seller of such Registrable Securities thereunder and each
      underwriter of such Registrable thereunder and each other person, if any, who
      controls such seller or underwriter within the meaning of the Act, against
      any
      and all losses, claims, damages or liabilities, joint or several, to which
      such
      seller or underwriter or controlling person may become subject under the Act
      or
      otherwise, insofar as such losses, claims, damages or liabilities (or actions
      in
      respect thereof) arise out of or are based upon any untrue statement or alleged
      untrue statement of any material fact contained in any registration statement
      under which such Registrable Securities was registered under the Act pursuant
      to
      Section 5.2, any preliminary prospectus or final prospectus contained therein,
      or any amendment or supplement thereof, or arise out of or are based upon the
      omission or alleged omission to state therein a material fact required to be
      stated therein or necessary to make the statements therein not misleading,
      and
      the Company will reimburse each such seller, each such underwriter and each
      such
      controlling person for any legal or other expenses reasonably incurred by them
      in connection with investigating or defending any such loss, claim, damage,
      liability, expense or action; provided, however, that the Company will not
      be
      liable hereunder in any such case if and only to the extent that any such loss,
      claim, damage or liability arises out of or is based upon an untrue statement
      or
      alleged untrue statement or omission or alleged omission so made in reliance
      upon and in conformity with information pertaining to such seller, such
      underwriter or such controlling person, as such, furnished in writing by such
      seller, such underwriter or such controlling person specifically for use in
      any
      such registration statement, prospectus, amendment or supplement.

     

    (b) In
      the
      event of a registration of any of the Registrable Securities under the Act
      pursuant to Section 5.2, each seller of such Registrable Securities thereunder,
      severally and not jointly, will indemnify and hold harmless the Company and
      each
      person, if any, who controls the Company within the meaning of the Securities
      Act, each officer of the Company who signs the registration statement, each
      director of the Company, each underwriter and each person who controls any
      underwriter within the meaning of the Securities Act, against all losses,
      claims, damages or liabilities, joint or several, to which the Company or such
      officer or director or underwriter or controlling person may become subject
      under the Securities Act or otherwise, insofar as such losses, claims, damages
      or liabilities (or actions in respect thereof) arise out of or are based upon
      any untrue statement or alleged untrue statement of any material fact contained
      in the registration statement under which such Registrable Securities was
      registered under the Act pursuant to Section 5.2, any preliminary prospectus
      or
      final prospectus contained therein, or any amendment or supplement thereof,
      or
      arise out of or are based upon the omission or alleged omission to state therein
      a material fact required to be stated therein or necessary to make the
      statements therein not misleading, and such seller will reimburse the Company
      and each such officer, director, underwriter and controlling person for any
      legal or other expenses reasonably incurred by them in connection with
      investigating or defending any such loss, claim, damage, liability or action;
      provided,
      however,
      that
      such seller will be liable hereunder in any such case if and only to the extent
      that any such loss, claim, damage or liability arises out of or is based upon
      an
      untrue statement or alleged untrue statement or omission or alleged omission
      made in reliance upon and in conformity with information pertaining to such
      seller, as such, furnished in writing to the Company by such seller specifically
      for use in any such registration statement, prospectus, amendment or supplement;
      provided,
      further,
      however,
      that
      the liability of each seller hereunder shall be limited to the proportion of
      any
      such loss, claim, damage or liability which is equal to the proportion that
      the
      public offering price of the shares sold by such seller under such registration
      statement bears to the total public offering price of all securities sold
      thereunder, but not to exceed the proceeds received by such seller from the
      sale
      of Registrable Securities covered by such registration statement.

     

    
      
        
        

      

      
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    (c) Promptly
      after receipt by an indemnified party hereunder of notice of the commencement
      of
      any action, such indemnified party shall, if a claim in respect thereof is
      to be
      made against the indemnifying party hereunder, notify the indemnifying party
      in
      writing thereof, but the omission so to notify the indemnifying party shall
      not
      relieve it from any liability which it may have to any indemnified party under
      this Section 5.3 unless the indemnifying party is materially prejudiced by
      such
      omission. In case any such action shall be brought against any indemnified
      party
      and it shall notify the indemnifying party of the commencement thereof, the
      indemnifying party shall be entitled to participate in and, to the extent it
      shall wish, to assume and undertake the defense thereof with counsel reasonably
      satisfactory to such indemnified party, and, after notice from the indemnifying
      party to such indemnified party of its election to assume and undertake the
      defense thereof, the indemnifying party shall not be liable to such indemnified
      party under this Section 5.3 for any legal expenses subsequently incurred by
      such indemnified party in connection with the defense thereof other than
      reasonable costs of investigation and of liaison with counsel so selected,
      subject to the terms of the following paragraph.

     

    (d) Notwithstanding
      the foregoing, any indemnified party shall have the right to retain its own
      counsel in any such action, but the fees and disbursements of such counsel
      shall
      be at the expense of such indemnified party unless any of the events in the
      following clauses (i)-(iii) shall occur, in which case the indemnifying party
      shall be liable for the reasonable and documented expenses and fees of one
      separate counsel: (i) the indemnifying party shall have failed to retain counsel
      for the indemnified party as aforesaid, (ii) the indemnified party shall have
      reasonably concluded that the interests of the indemnified party conflict with
      the interests of the indemnifying party, or (iii) the indemnifying party and
      such indemnified party shall have mutually agreed to the retention of such
      counsel. It is understood that the indemnifying party shall not, in connection
      with any action or related actions in the same jurisdiction, be liable for
      the
      fees and disbursements of more than one separate firm qualified in such
      jurisdiction to act as counsel for the indemnified party. The indemnifying
      party
      shall not be liable for any settlement of any proceeding effected without its
      written consent, but if settled with such consent or if there be a final
      judgment for the plaintiff, the indemnifying party agrees to indemnify the
      indemnified party from and against any loss or liability by reason of such
      settlement or judgment.

     

    
      
        
        

      

      
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    (e) If
      the
      indemnification provided for in Section 5.3(a) and 5.3(b) above is unavailable
      to or insufficient to hold harmless an indemnified party under such paragraphs
      in respect of any losses, claims, damages or liabilities or actions referred
      to
      therein, then each indemnifying party shall in lieu of indemnifying such
      indemnified party contribute to the amount paid or payable by such indemnified
      party as a result of such losses, claims, damages, liabilities or actions in
      such proportion as appropriate to reflect the relative fault of the Company,
      on
      the one hand, and the sellers of such Registrable Securities, on the other,
      in
      connection with the statement or omissions which resulted in such losses,
      claims, damages, liabilities or actions, as well as any other relevant equitable
      considerations including, without limitation, the failure to give any notice
      under Section 5.3(c). The relative fault shall be determined by reference to,
      among other things, whether the untrue or alleged untrue statement of a material
      fact or the omission or alleged omission to state a material fact relates to
      information supplied by the Company, on the one hand, or by the sellers of
      such
      Registrable Securities, on the other hand, and to the parties’ relative intent,
      knowledge, access to information and opportunity to correct or prevent such
      statement or omission.

     

    (f) The
      Company and the sellers of Registrable Securities agree that it would not be
      just and equitable if contribution pursuant to this Section 5.3 were determined
      by pro rata
      allocation (even if all of the sellers of Registrable Securities were treated
      as
      one entity for such purpose) or by any other method of allocation which does
      not
      take account of the equitable considerations referred to in the immediately
      preceding paragraph. The amount paid or payable by an indemnified party as
      a
      result of the losses, claims, damages, liabilities or action referred to in
      the
      immediately preceding paragraph shall be deemed to include, subject to the
      limitations set forth above, any legal or other expenses reasonably incurred
      by
      such indemnified party in connection with investigating or defending any such
      action or claim. Notwithstanding the provisions of this and the immediately
      preceding paragraph, the sellers of such Registrable Securities shall not be
      required to contribute any amount in excess of the amount, if any, by which
      the
      total price at which the Common Stock sold by each of them was offered to the
      public exceeds the amount of any damages which they would have otherwise been
      required to pay by reason of such untrue or alleged untrue statement of
      omission. No person guilty of fraudulent misrepresentation (within the meaning
      of Section 11(f) of the Securities Act) shall be entitled to contribution from
      any person who is not guilty of such fraudulent misrepresentation.

     

    5.4. Exercise
      of this Warrant and Underlying Warrants.
      Nothing
      contained herein shall be construed as requiring the Holder to exercise this
      Unit Purchase Warrant or the Underlying Warrants prior to or after the initial
      filing of any registration statement or the effectiveness thereof.

     

    5.5. Documents
      and Information.
      The
      Company shall furnish to the Majority Holder, as representative of the holders
      participating in any of the foregoing registrations, copies of the registration
      statement and all amendments and correspondence between the Commission and
      the
      Company with respect to the registration statement and the Majority Holder,
      as
      representative of the holders, to do such investigation with respect to
      information contained in or omitted from the registration statement as it deems
      reasonably necessary. The Holder shall furnish to the Company such information
      regarding itself, the Registrable Securities held by it, and the intended method
      of disposition of such securities as shall be reasonably required to effect
      the
      registration of the Registrable Securities.

     

    
      
        
        

      

      
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    6. Reservation
      and Listing.
      The
      Company shall at all times reserve and keep available out of its authorized
      shares of Common Stock, solely for the purpose of issuance upon exercise of
      this
      Unit Purchase Warrant or the Underlying Warrants, such number of shares of
      Common Stock or other securities, properties or rights as shall be issuable
      upon
      the exercise thereof. The Company covenants and agrees that, upon exercise
      of
      this Unit Purchase Warrant and payment of the Exercise Price therefor, all
      shares of Common Stock and other securities issuable upon such exercise shall
      be
      duly and validly issued, fully paid and non-assessable and not subject to
      preemptive rights of any stockholder. The Company further covenants and agrees
      that upon exercise of the Underlying Warrants and payment of the respective
      Underlying Warrant exercise price therefor, all shares of Common Stock and
      other
      securities issuable upon such exercise shall be duly and validly issued, fully
      paid and non-assessable and not subject to preemptive rights of any stockholder.
      As long as the Unit Purchase Warrants shall be outstanding, the Company shall
      use its best efforts to cause all Units, Common Stock included in the Units
      and
      Underlying Warrants to be listed (subject to official notice of issuance) on
      all
      securities exchanges (or, if applicable on the Nasdaq National Market, SmallCap
      Market, OTC Bulletin Board or any successor trading market) on which the Units,
      the Common Stock or the Underlying Warrants may then be listed and/or
      quoted.

     

    7. Notices.
      All
      notices, requests and other communications under this Unit Purchase Warrant
      shall be in writing and shall be deemed to have been duly made when hand
      delivered, mailed by express mail or recognized courier service, or sent by
      facsimile transmission, with confirmation of receipt: (i) if to the registered
      Holder of this Unit Purchase Warrant, to the address and/or fax number of such
      Holder as shown on the books of the Company, or (ii) if to the Company, to
      its
      principal office address or fax number or to such other address or and fax
      number as the Company may designate by notice to the holders:

     

    8. Miscellaneous.

     

    8.1. Amendments.
      The
      Company and the Majority Holder may from time to time supplement or amend the
      Unit Purchase Warrants without the approval of any other holders in order to
      cure any ambiguity, to correct or supplement any provision contained herein
      that
      may be defective or inconsistent with any other provisions herein, or to make
      any other provisions in regard to matters or questions arising hereunder that
      the Company and the Majority Holder may deem necessary or desirable and that
      the
      Company and the Majority Holder deem shall not adversely affect the interest
      of
      the holders. All other modifications or amendments shall require the written
      consent of and be signed by the party against whom enforcement of the
      modification or amendment is sought.

     

    8.2. Headings.
      The
      headings contained herein are for convenience of reference, and shall not in
      any
      way limit or affect the meaning or interpretation of any of the terms or
      provisions of this Unit Purchase Warrant.

     

    8.3. Entire
      Agreement.
      This
      Unit Purchase Warrant constitutes the entire agreement of the parties hereto
      with respect to the subject matter hereof, and supersedes all prior agreements
      and understandings of the parties, oral and written, with respect to the subject
      matter hereof.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    8.4. Binding
      Effect.
      This
      Unit Purchase Warrant shall inure to the benefit of and shall be binding upon,
      the Holder and the Company and their respective successors, legal representative
      and assigns.

     

    9. Governing
      Law; Submission to Jurisdiction.
      This
      Unit Purchase Warrant shall be governed by and construed and enforced in
      accordance with the laws of the State of New York, without giving effect to
      conflict of laws. Each of the Company and the Holder agree that any action,
      proceeding or claim against it arising out of, or relating in any way to this
      Unit Purchase Warrant shall be brought and enforced in the courts of the State
      of New York located in New York County or of the United States of America for
      the Southern District of New York, and irrevocably submits to such jurisdiction,
      which jurisdiction shall be exclusive. 

     

    10. Waiver,
      Etc.
      The
      failure of the Company or the Holder to at any time enforce any of the
      provisions of this Unit Purchase Warrant shall not be deemed or construed to
      be
      a waiver of any such provision, nor to in any way affect the validity of this
      Unit Purchase Warrant or any provision hereof or the right of the Company or
      any
      Holder to thereafter enforce each and every provision of this Unit Purchase
      Warrant. No waiver of any breach, non-compliance or non-fulfillment of any
      of
      the provisions of this Unit Purchase Warrant shall be effective unless set
      forth
      in a written instrument executed by the party or parties against whom or which
      enforcement of such waiver is sought; and no waiver of any such breach,
      non-compliance or non-fulfillment shall be construed or deemed to be a waiver
      of
      any other or subsequent breach, non-compliance or non-fulfillment.

     

    IN
      WITNESS WHEREOF, the Company has caused this Unit Purchase Warrant to be signed
      by its duly authorized officer as of the __th day of September,
      2007.

    

      
        	 	
                NEONODE
                  INC.

              
	 	 	 
	 	
                By:

              	 


      

    

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    SUBSCRIPTION
      FORM

     

    To
      Be
      Executed by the Registered Holder

    in
      Order
      to Exercise Unit Purchase Warrants 

     

    The
      undersigned Registered Holder hereby irrevocably elects to exercise Unit
      Purchase Warrants represented by this Warrant Certificate, and to purchase
      the
      securities issuable upon the exercise of such Unit Purchase Warrants, and
      requests that certificates for such securities shall be issued in name of


     

    PLEASE
      INSERT SOCIAL SECURITY

    OR
      OTHER IDENTIFYING NUMBER 

    ______________________________

    ______________________________

    ______________________________

    ______________________________

     

    (please
      print or type name and address) 

     

    and
      be
      delivered to 

    ______________________________

    ______________________________

    ______________________________

    ______________________________

     

    (please
      print or type name and address) 

     

    and
      if
      such number of Unit Purchase Warrants shall not be all the Unit Purchase
      Warrants evidenced by this Warrant Certificate, that a new Warrant Certificate
      for the balance of such Unit Purchase Warrants be registered in the name of,
      and
      delivered to, the Registered Holder at the address stated below. 

     

    
      
        
        

      

      
         

        
          

        

      

      
        
        

      

    


    ASSIGNMENT
      

     

    To
      Be
      Executed by the Registered Holder

    in
      Order
      to Assign Unit Purchase Warrants 

     

    FOR
      VALUE
      RECEIVED, ______________________________, hereby sells, assigns and transfers
      unto 

     

    PLEASE
      INSERT SOCIAL SECURITY OR

    OTHER
      IDENTIFYING NUMBER 

    ______________________________

    ______________________________

    ______________________________

    ______________________________

     

    (please
      print or type name and address) 

     

    _________________
      of the Unit Purchase Warrants represented by this Warrant Certificate, and
      hereby irrevocably constitutes and appoints _________________ Attorney to
      transfer this Warrant Certificate of the Company, with full power of
      substitution in the premises. 

    

      
        	
                Dated:______________________________

              	 	
                ______________________________

              
	
                 

              	 	
                ______________________________

              


      

    

    


    THE
      SIGNATURE TO THE ASSIGNMENT OR THE SUBSCRIPTION FORM MUST CORRESPOND TO THE
      NAME
      AS WR1TTEN UPON THE FACE OF THIS WARRANT CERTIFICATE IN EVERY PARTICULAR,
      WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER AND MUST BE
      GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION WITH MEMBERSHIP IN AN APPROVED
      SIGNATURE MEDALLION PROGRAM PURSUANT TO
      SEC RULE 17Ad-15.