EXHIBIT
      10.22(b)

     

    AMENDMENT
      TO SENIOR SECURED NOTES

     

    Dated
      September 10, 2007

     

    AMENDMENT
      TO SENIOR SECURED NOTES, dated as of September 10, 2007 (the “Amendment”),
      made
      by and between NEONODE INC. (formerly known as SBE, Inc., and referred to herein
      as “New
      Neonode”),
      COLD
      WINTER, INC. (formerly known as Neonode, Inc. and referred to herein as the
      “Company”),
      each
      a Delaware corporation with its principal offices located at Biblioteksgatan
      11,
      S111 46 Stockholm, Sweden, and the Bridge Investors (as defined
      below).

     

    Background: New
      Neonode
      plans to issue in a private offering up to $10,000,000 of its Units pursuant
      to
      a subscription agreement, dated on or about September 10, 2007 (the
“Subscription
      Agreement”),
      in
      substantially the form previous furnished to the Bridge Investors. The Units
      will consist of (i) up to $5,000,000 of principal amount of promissory notes
      of
      New Neonode, a form of which is attached to the Subscription Agreement (the
      “Note”
or
      “Notes”),
      sold
      at par, convertible into shares of New Neonode's Common Stock, $0.001 par value
      (the "Common
      Stock")
      at a
      conversion price of $3.50 per share; (ii) up to 1,666,667 shares of Common
      Stock; and (iii) up to 2,321,429 Common Stock purchase warrants, a form of
      which
      is attached to the Subscription Agreement, and included in the Units (the
“Warrants”)
      at an
      exercise price equal to the sum of (a) the market price (as determined under
      the
      NASDAQ Marketplace Rules) of the Common Stock on the date immediately prior
      to
      the Closing Date and (b) $.01 (the “Exercise
      Price”). 

     

    The
      Company issued $3,250,000 of Senior Secured Notes (as amended, the “8%
      Notes”)
      prior
      to the merger of the Company with a subsidiary of New Neonode. The merger was
      approved by the stockholders of the Company on August 10, 2007, and was
      completed that day. The 8% Notes plus accrued interest are convertible at the
      option of the holders exercised prior to November 10, 2007, into securities
      issued in the next financing of the Company, and accordingly will be convertible
      into securities substantially similar to the Units. The sale of Units under
      the
      Subscription Agreement is deemed to be a Qualified Financing. Capitalized terms
      used but not defined herein shall have the meanings assigned to them in the
      8%
      Notes. 

    


    Simultaneously
      with the issuance of the 8% Notes, Old Neonode also agreed to sell up to
      $750,000 of additional 8% Notes to Ellis International at its option, expiring
      December 31, 2007 (the “Option”).
      These
      8% Notes, if purchased, plus accrued interest are also convertible, at the
      option of the holders exercised prior to December 31, 2007, into securities
      issued in the next financing of the Company, and accordingly will be convertible
      into securities substantially similar to the Units. The holders of 8% Notes
      (other than holders who converted 8% Notes pursuant to the Subscription
      Agreement) and Ellis International (in connection with its Option) are referred
      to herein as Bridge Investors.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    In
      order
      to avoid a breach of NASDAQ Marketplace Rules in connection with the
      Subscription Agreement, New Neonode wishes the Bridge Investors to agree to
      the
      provisions of this Amendment.

     

    NOW,
      THEREFORE, in consideration of the foregoing, the mutual covenants contained
      herein, and in accordance with the terms and conditions of the 8% Notes, the
      Company, the Bridge Investors and New Neonode hereby approve the amendment
      of
      the 8% Notes (including without limitation 8% Notes issuable upon exercise
      of
      the Option) as set forth herein and agree as follows:

     

    1. Effective
      upon completion of the offering of Units (the “Closing
      Date”),
      the
      Company, New Neonode and the undersigned Bridge Investors agree that the 8%
      Notes (i) shall be extended and shall be due and payable on June 30, 2008,
      (ii)
      shall not be convertible in accordance with Section A of the 8% Notes until
      the
      earlier to occur of March 15, 2008 and approval of such convertibility by the
      stockholders of New Neonode sufficient to ensure that such convertibility shall
      not result in a breach of NASDAQ Marketplace Rules and (iii) shall not be
      prepayable by the Company without the consent of the holder of the 8%
      Note.

     

    2. On
      the
      Closing Date, New Neonode will issue to each Bridge Investor a three year
      warrant in substantially the form attached hereto as Exhibit A, exercisable
      to
      purchase a number of shares of Common Stock equal to 25% of the number of shares
      of Common Stock included in the Units issuable upon conversion of the 8% Notes
      as if converted on the Closing Date (the principal amount thereof in the case
      of
      8% Notes issuable pursuant to the Option) and including all shares issuable
      upon
      exercise of the Notes included in such Units, as of the date of exercise, at
      a
      price per share of Common Stock equal to the Exercise Price.

     

    3. This
      Amendment shall be effective and shall bind all the Bridge Investors when
      executed and delivered by the Company and the Required Holders (as defined
      in
      the 8% Notes).

     

    4. Except
      as
      expressly provided herein, the 8% Notes shall continue in full force and
      effect.

     

    [signature
      page follows]

     

    
      
        
        

      

      
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    Signature
      page to 

     

    Amendment
      to Senior Secured Notes

     

    IN
      WITNESS WHEREOF, the undersigned have executed and delivered this Amendment
      to
      Senior Secured Notes, dated September 10, 2007.

     

    

      
        	
                COLD
                  WINTER, INC.

              	 	
                NEONODE
                  INC.

              	 
	 	 	 	 
	 	 	 	 
	
                By:

              	 	 	
                By:

              	 	 
	
                Name:

              	 	
                Name:

              	 
	
                Title:

              	 	
                Title:

              	 
	
                Bridge
                  Investors:

              	 	 	 
	 	 	
                [____________________________________________________]

              	 
	 	 	 	 
	 	 	 	 
	 	 	
                By:

              	 	 
	 	 	
                Name:

              	 
	 	 	
                Title:

              	 
	 	 	 	 
	 	 	
                
                  [____________________________________________________]

                

              	 
	 	 	 	 
	 	 	 	 
	 	 	
                By:

              	 	 
	 	 	
                Name:

              	 
	 	 	
                Title:

              	 
	 	 	 	 
	 	 	
                
                  [____________________________________________________]

                

              	 
	 	 	 	 
	 	 	 	 
	 	 	
                By:

              	 	 
	 	 	
                Name:

              	 
	 	 	
                Title:

              	 


      

    

     

    
      
        
        

      

      
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