Neonode (NEON) 10-Q 2006 Q2 Quarterly report

EXHIBIT 3.3

CERTIFICATE OF AMENDMENT OF

CERTIFICATE OF INCORPORATION OF

SBE, INC.

SBE, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), Does Hereby Certify:

First: The name of the Corporation is SBE, Inc.

Second: The date on which the Certificate of Incorporation of the Corporation was originally filed with the Secretary of State of the State of Delaware is September 9, 1997.

Third: The Board of Directors of the Corporation, acting in accordance with the provisions of Sections 141 and 242 of the General Corporation Law of the State of Delaware, adopted resolutions amending its Certificate of Incorporation as follows:

Article IV. A. of the Corporation’s Certificate of Incorporation shall be amended and restated to read in its entirety as follows:

“A.This corporation is authorized to issue two classes of stock to be designated, respectively, “Common Stock” and “Preferred Stock.” The total number of shares which the corporation is authorized to issue is Twenty-Seven Million (27,000,000) shares. Twenty-Five Million (25,000,000) shares will be Common Stock, par value $0.001 per share, and Two Million (2,000,000) shares will be Preferred Stock, par value $0.001 per share.”

Fourth: Thereafter pursuant to a resolution of the Board of Directors, such amendment was submitted to the stockholders of the Corporation for their approval, and was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

In Witness Whereof, SBE, Inc. has caused this Certificate of Amendment of Certificate of Incorporation to be signed by its Chief Executive Officer and President and attested to by its Secretary this 26^th day of March, 2004.

SBE, Inc.

/s/ William B. Heye, Jr.

William B. Heye, Jr.

Chief Executive Officer and President