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                                  EXHIBIT 10.3

                                    SBE, INC.

                        1992 EMPLOYEE STOCK PURCHASE PLAN

                             Adopted January 9, 1992
                   Approved by Stockholders on March 24, 1992

                      As Amended through September 14, 1998
                  Approved by Stockholders on October 22, 1998

                      As Amended through December 14, 2001
                   Approved by Stockholders on March 19, 2002

                        As Amended through July 30, 2002

     1. PURPOSE.

          (a) The purpose of the 1992 Employee  Stock Purchase Plan (the "Plan")
is to provide a means by which  employees of SBE,  Inc., a Delaware  corporation
(the "Company"),  and its Affiliates,  as defined in subparagraph 1(b) which are
designated as provided in  subparagraph  2(b),  may be given an  opportunity  to
purchase stock of the Company.

          (b) The  word  "Affiliate"  as  used  in the  Plan  means  any  parent
corporation or subsidiary corporation of the Company, as those terms are defined
in Sections 424(e) and (f), respectively,  of the Internal Revenue Code of 1986,
as amended (the "Code").

          (c) The Company, by means of the Plan, seeks to retain the services of
its  employees,  to secure and  retain the  services  of new  employees,  and to
provide  incentives for such persons to exert maximum efforts for the success of
the Company.

          (d) The  Company  intends  that the  rights to  purchase  stock of the
Company  granted under the Plan be considered  options issued under an "employee
stock purchase plan" as that term is defined in Section 423(b) of the Code.

     2.   ADMINISTRATION.

          (a) The Plan  shall be  administered  by the Board of  Directors  (the
"Board") of the Company unless and until the Board delegates administration to a
Committee,  as  provided  in  subparagraph  2(c).  Whether  or not the Board has
delegated administration,  the Board shall have the final power to determine all
questions of policy and expediency that may arise in the  administration  of the
Plan.

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          (b) The Board  shall  have the  power,  subject  to,  and  within  the
limitations of, the express provisions of the Plan:

               (i) To  determine  when and how rights to  purchase  stock of the
Company  shall be granted  and the  provisions  of each  offering of such rights
(which need not be identical).

               (ii) To  designate  from  time to time  which  Affiliates  of the
Company shall be eligible to participate in the Plan.

               (iii) To construe and interpret the Plan and rights granted under
it,  and  to  establish,   amend  and  revoke  rules  and  regulations  for  its
administration.  The Board,  in the  exercise  of this  power,  may  correct any
defect,  omission or inconsistency in the Plan, in a manner and to the extent it
shall deem necessary or expedient to make the Plan fully effective.

               (iv) To amend the Plan as provided in paragraph 13.

               (v)  Generally,  to exercise such powers and to perform such acts
as the Board deems  necessary or expedient to promote the best  interests of the
Company.

          (c) The Board may delegate  administration  of the Plan to a Committee
composed  of not fewer than two (2) members of the Board (the  "Committee").  If
administration  is  delegated  to a  Committee,  the  Committee  shall have,  in
connection with the administration of the Plan, the powers theretofore possessed
by the Board, subject,  however, to such resolutions,  not inconsistent with the
provisions  of the Plan,  as may be adopted from time to time by the Board.  The
Board  may  abolish  the  Committee  at any time and  revest  in the  Board  the
administration of the Plan.

     3.   SHARES SUBJECT TO THE PLAN.

          (a) Subject to the  provisions of paragraph 12 relating to adjustments
upon changes in stock and subject to Section  3(c) below,  the stock that may be
sold pursuant to rights granted under the Plan shall not exceed in the aggregate
three  hundred  thousand  (300,000)  shares of the  Company's  common stock (the
"Common  Stock").  If any  right  granted  under the Plan  shall for any  reason
terminate  without having been  exercised,  the Common Stock not purchased under
such right shall again become available for the Plan.

          (b) The stock subject to the Plan may be unissued shares or reacquired
shares, bought on the market or otherwise.

          (c) Notwithstanding  Section 3(a), if at the time of each grant of any
rights to purchase  Common  Stock of the  Company  under the Plan the Company is
subject to Section  260.140.45 of Title 10 of the California Code of Regulations
("Section 260.140.45"), the total number of securities issuable upon exercise of
all  outstanding  options and the total number of shares provided for under this
Plan and any other stock bonus or similar plan or agreement of the Company shall
not exceed 30% of the then outstanding capital stock of the Company (as measured
as set  forth in  Section  260.140.45),  unless  stockholder  approval  has been
obtained in compliance with Section  260.140.45 to exceed 30%, in which case the
limit shall be such higher percentage as approved by the stockholders.

     4.   GRANT OF RIGHTS; OFFERING.

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          The Board or the  Committee may from time to time grant or provide for
the grant of rights to purchase  Common  Stock of the Company  under the Plan to
eligible  employees (an "Offering") on a date or dates (the "Offering  Date(s)")
selected by the Board or the Committee.  Each Offering shall be in such form and
shall contain such terms and conditions as the Board or the Committee shall deem
appropriate.  If an employee has more than one right outstanding under the Plan,
unless  he or  she  otherwise  indicates  in  agreements  or  notices  delivered
hereunder:  (1) each  agreement  or notice  delivered by that  employee  will be
deemed to apply to all of his or her rights under the Plan, and (2) a right with
a  lower  exercise  price  (or an  earlier-granted  right,  if two  rights  have
identical  exercise  prices),  will be exercised to the fullest  possible extent
before a right with a higher  exercise price (or a  later-granted  right, if two
rights have  identical  exercise  prices) will be exercised.  The  provisions of
separate  Offerings  need not be  identical,  but each  Offering  shall  include
(through  incorporation  of the  provisions  of this  Plan by  reference  in the
Offering or otherwise) the substance of the provisions contained in paragraphs 5
through 8, inclusive.

     5.   ELIGIBILITY.

          (a) Rights may be granted  only to employees of the Company or, as the
Board or the  Committee  may  designate  as provided in  subparagraph  2(b),  to
employees of any  Affiliate of the Company.  Except as provided in  subparagraph
5(b),  an employee of the Company or any  Affiliate  shall not be eligible to be
granted rights under the Plan,  unless,  on the Offering Date, such employee has
been in the employ of the Company or any  Affiliate for such  continuous  period
preceding such grant as the Board or the Committee may require,  but in no event
shall the required  period of continuous  employment be equal to or greater than
two (2) years.  In addition,  unless  otherwise  determined  by the Board or the
Committee and set forth in the terms of the applicable Offering,  no employee of
the Company or any  Affiliate  shall be eligible to be granted  rights under the
Plan,  unless, on the Offering Date, such employee's  customary  employment with
the  Company or such  Affiliate  is at least  twenty  (20) hours per week and at
least five (5) months per calendar year.

          (b) The Board or the  Committee  may  provide  that,  each person who,
during the course of an  Offering,  first  becomes an  eligible  employee of the
Company  or  designated  Affiliate  will,  on a date or dates  specified  in the
Offering  which  coincides with the day on which such person becomes an eligible
employee or occurs thereafter,  receive a right under that Offering, which right
shall thereafter be deemed to be a part of that Offering.  Such right shall have
the same  characteristics  as any rights originally granted under that Offering,
as described herein, except that:

               (i) the  date  on  which  such  right  is  granted  shall  be the
"Offering Date" of such right for all purposes,  including  determination of the
exercise price of such right;

               (ii) the Purchase  Period (as defined below) for such right shall
begin on its Offering Date and end coincident with the end of such Offering; and

               (iii) the Board or the  Committee may provide that if such person
first becomes an eligible  employee within a specified period of time before the
end of the Purchase Period (as defined below) for such Offering,  he or she will


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not receive any right under that Offering.

          (c) No employee  shall be eligible  for the grant of any rights  under
the Plan if,  immediately after any such rights are granted,  such employee owns
stock  possessing  five percent (5 %) or more of the total combined voting power
or  value  of all  classes  of stock of the  Company  or of any  Affiliate.  For
purposes  of this  subparagraph  5(c),  the rules of Section  424(d) of the Code
shall apply in determining the stock ownership of any employee,  and stock which
such  employee may purchase  under all  outstanding  rights and options shall be
treated as stock owned by such employee.

          (d) An eligible  employee may be granted rights under the Plan only if
such  rights,  together  with any other rights  granted  under  "employee  stock
purchase  plans" of the  Company and any  Affiliates,  as  specified  by Section
423(b)(8) of the Code, do not permit such employee's rights to purchase stock of
the  Company  or any  Affiliate  to accrue at a rate which  exceeds  twenty-five
thousand dollars ($25,000) of fair market value of such stock (determined at the
time such rights are  granted) for each  calendar  year in which such rights are
outstanding at any time.

          (e)  Officers  of the Company and any  designated  Affiliate  shall be
eligible to participate in Offerings under the Plan, provided, however, that the
Board  may  provide  in an  Offering  that  certain  employees  who  are  highly
compensated  employees  within the meaning of Section  423(b)(4)(D)  of the Code
shall not be eligible to participate.

     6.   RIGHTS; PURCHASE PRICE.

          (a) On each  Offering  Date,  each eligible  employee,  pursuant to an
Offering  made under the Plan,  shall be granted the right to purchase up to the
number of shares of Common  Stock of the Company  purchasable  with a percentage
designated by the Board or the Committee not exceeding  fifteen percent (15%) of
such  employee's  Earnings (as defined in Section  7(a)) during the period which
begins on the  Offering  Date (or such later date as the Board or the  Committee
determines  for a  particular  Offering)  and  ends on the  date  stated  in the
Offering,  which date shall be no more than  twenty-seven  (27) months after the
Offering Date (the  "Purchase  Period").  In connection  with each Offering made
under this Plan,  the Board or the Committee  shall specify a maximum  number of
shares which may be  purchased  by any  employee as well as a maximum  aggregate
number of shares which may be purchased  by all eligible  employees  pursuant to
such Offering. In addition, in connection with each Offering which contains more
than one Exercise Date (as defined in the Offering),  the Board or the Committee
may specify a maximum  aggregate  number of shares which may be purchased by all
eligible  employees  on any  given  Exercise  Date  under the  Offering.  If the
aggregate  purchase of shares upon exercise of rights granted under the Offering
would exceed any such maximum aggregate number, the Board or the Committee shall
make a pro rata allocation of the shares available in as nearly a uniform manner
as shall be practicable and as it shall deem to be equitable.

          (b) The purchase  price of stock  acquired  pursuant to rights granted
under the Plan shall be not less than the lesser of,

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               (i) an  amount  equal to  eighty-five  percent  (85%) of the fair
market value of the stock on the Offering Date; or

               (ii) an amount  equal to  eighty-five  percent  (85%) of the fair
market value of the stock on the Exercise Date.

     7.   PARTICIPATION; WITHDRAWAL; TERMINATION.

          (a) An eligible  employee may become a  participant  in an Offering by
delivering a participation agreement to the Company within the time specified in
the Offering,  in such form as the Company  provides.  Each such agreement shall
authorize payroll  deductions of up to the maximum  percentage  specified by the
Board or the Committee of such employee's  Earnings during the Purchase  Period.
"Earnings" is defined as the total  compensation paid to an employee,  including
all salary,  wages  (including  amounts  elected to be deferred by the employee,
that would  otherwise  have been paid,  under any cash or  deferred  arrangement
established  by the Company),  overtime  pay,  commissions,  bonuses,  and other
remuneration  paid directly to the employee,  but excluding profit sharing,  the
cost  of  employee  benefits  paid  for by the  Company,  education  or  tuition
reimbursements,  imputed  income  arising under any Company  group  insurance or
benefit program, traveling expenses, business and moving expense reimbursements,
income  received in connection  with stock  options,  contributions  made by the
Company under any employee benefit plan, and similar items of compensation.  The
payroll deductions made for each participant shall be credited to an account for
such participant under the Plan and shall be deposited with the general funds of
the Company.  A participant  may reduce  (including to zero),  increase or begin
such payroll  deductions  after the  beginning  of any  Purchase  Period only as
provided for in the Offering.  A participant may make  additional  payments into
his or her account only if specifically provided for in the Offering and only if
the  participant  has not had the maximum  amount  withheld  during the Purchase
Period.

          (b) At any time during a Purchase  Period a participant  may terminate
his or her payroll  deductions  under the Plan and withdraw from the Offering by
delivering  to the  Company a notice of  withdrawal  in such form as the Company
provides.  Such  withdrawal  may be  elected at any time prior to the end of the
Purchase  Period  except  as  provided  by the  Board  or the  Committee  in the
Offering.  Upon such withdrawal from the Offering by a participant,  the Company
shall  distribute  to such  participant  all of his or her  accumulated  payroll
deductions  (reduced to the extent,  if any, such  deductions  have been used to
acquire stock for the participant)  under the Offering,  without  interest,  and
such participant's interest in that Offering shall be automatically  terminated.
A  participant's  withdrawal  from an  Offering  will have no  effect  upon such
participant's  eligibility to participate in any other  Offerings under the Plan
but such participant will, be required to deliver a new participation  agreement
in order to participate in subsequent Offerings under the Plan.

          (c)  Rights  granted  pursuant  to any  Offering  under the Plan shall
terminate immediately upon cessation of any participating  employee's employment
with the Company and any designated  Affiliate,  for any reason, and the Company
shall  distribute  to such  terminated  employee  all of his or her  accumulated
payroll  deductions  (reduced to the extent,  if any, such  deductions have been
used to acquire stock for the terminated employee),  under the Offering, without
interest.

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          (d) Rights granted under the Plan shall not be transferable, and shall
be exercisable only by the person to whom such rights are granted.

     8.   EXERCISE.

          (a) On each  exercise  date,  as defined in the relevant  Offering (an
"Exercise Date"),  each participant's  accumulated  payroll deductions and other
additional  payments  specifically  provided  for in the  Offering  (without any
increase for interest)  will be applied to the purchase of whole shares of stock
of the Company,  up to the maximum  number of shares  permitted  pursuant to the
terms of the Plan and the applicable  Offering,  at the purchase price specified
in the  Offering.  No  fractional  shares  shall be issued upon the  exercise of
rights  granted  under the Plan.  The  amount,  if any, of  accumulated  payroll
deductions remaining in each participant's  account after the purchase of shares
which is less than the amount  required  to  purchase  one share of stock on the
final  Exercise  Date of an  Offering  shall be held in each such  participant's
account  for the  purchase  of shares  under the next  Offering  under the Plan,
unless  such  participant  withdraws  from such next  Offering,  as  provided in
subparagraph 7(b), or is no longer eligible to be granted rights under the Plan,
as provided in paragraph 5, in which case such amount  shall be  distributed  to
the participant after said final Exercise Date, without interest. The amount, if
any, of accumulated  payroll deductions  remaining in any participant's  account
after the purchase of shares  which is equal to the amount  required to purchase
whole  shares  of stock  on the  final  Exercise  Date of an  Offering  shall be
distributed  in  full to the  participant  after  such  Exercise  Date,  without
interest.

          (b) No rights  granted  under the Plan may be  exercised to any extent
unless the Plan (including rights granted thereunder) is covered by an effective
registration  statement  pursuant to the Securities Act of 1933, as amended (the
"Securities  Act"). If on an Exercise Date of any Offering hereunder the Plan is
not so  registered,  no rights  granted under the Plan or any Offering  shall be
exercised on said Exercise Date and the Exercise Date shall be delayed until the
Plan is subject to such an  effective  registration  statement,  except that the
Exercise  Date  shall not be delayed  more than two (2) months and the  Exercise
Date shall in no event be more than  twenty-seven  (27) months from the Offering
Date.  If on the  Exercise  Date of any  Offering  hereunder,  as delayed to the
maximum extent permissible,  the Plan is not registered, no rights granted under
the  Plan  or any  Offering  shall  be  exercised  and  all  payroll  deductions
accumulated  during the purchase  period  (reduced to the extent,  if any,  such
deductions  have  been  used to  acquire  stock)  shall  be  distributed  to the
participants, without interest.

     9.   COVENANTS OF THE COMPANY.

          The Company  shall seek to obtain from each  regulatory  commission or
agency having  jurisdiction  over the Plan such  authority as may be required to
issue and sell  shares of stock upon  exercise of the rights  granted  under the
Plan.  If, after  reasonable  efforts,  the Company is unable to obtain from any
such regulatory commission or agency the authority which counsel for the Company
deems  necessary for the lawful  issuance and sale of stock under the Plan,  the
Company shall be relieved from any liability for failure to issue and sell stock
upon exercise of such rights unless and until such authority is obtained.

     10.  USE OF PROCEEDS FROM STOCK.

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          Proceeds from the sale of stock  pursuant to rights  granted under the
Plan shall constitute general funds of the Company.

     11.  RIGHTS AS A STOCKHOLDER.

          A participant  shall not be deemed to be the holder of, or to have any
of the rights of a holder with respect to, any shares  subject to rights granted
under the Plan unless and until certificates representing such shares shall have
been issued.

     12.  ADJUSTMENTS UPON CHANGES IN STOCK.

          (a) If any change is made in the stock subject to the Plan, or subject
to  any  rights   granted  under  the  Plan  (through   merger,   consolidation,
reorganization,  recapitalization,  stock  dividend,  dividend in property other
than cash, stock split, liquidating dividend, combination of shares, exchange of
shares,  change in corporate  structure or otherwise),  the Plan and outstanding
rights will be  appropriately  adjusted in the class(es)  and maximum  number of
shares  subject to the Plan and the class(es) and number of shares and price per
share of stock subject to outstanding rights.

          (b) In the event of: (1) a dissolution  or liquidation of the Company;
(2) a  merger  or  consolidation  in  which  the  Company  is not the  surviving
corporation;  (3) a  reverse  merger  in  which  the  Company  is the  surviving
corporation but the shares of the Company's Common Stock outstanding immediately
preceding the merger are converted by virtue of the merger into other  property,
whether in the form of securities,  cash or otherwise;  or (4) any other capital
reorganization  in which  more than  fifty  percent  (50%) of the  shares of the
Company entitled to vote are exchanged,  then, as determined by the Board in its
sole discretion (i) any surviving  corporation may assume  outstanding rights or
substitute  similar  rights  for  those  under the Plan,  (ii) such  rights  may
continue in full force and effect, or (iii)  participants'  accumulated  payroll
deductions  may be  used to  purchase  Common  Stock  immediately  prior  to the
transaction  described  above and the  participants'  rights  under the  ongoing
Offering terminated.

     13.  AMENDMENT OF THE PLAN.

          (a) The Board at any time,  and from time to time, may amend the Plan.
However, except as provided in paragraph 12 relating to adjustments upon changes
in stock, no amendment shall be effective unless approved by the stockholders of
the  Company  within  twelve  (12)  months  before or after the  adoption of the
amendment, where the amendment will:

               (i) Increase  the number of shares  reserved for rights under the
Plan;

               (ii) Modify the provisions as to eligibility for participation in
the Plan (to the extent such modification requires stockholder approval in order
for the Plan to obtain  employee stock purchase plan treatment under Section 423
of the Code or to comply with the requirements of Rule 16b-3  promulgated  under
the Securities Exchange Act of 1934, as amended ("Rule 16b-3")); or

               (iii)  Modify  the  Plan in any  other  way if such  modification
requires  stockholder  approval in order for the Plan to obtain  employee  stock


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purchase  plan  treatment  under  Section  423 of the Code or to comply with the
requirements  of Rule 16b-3.  It is  expressly  contemplated  that the Board may
amend the Plan in any respect the Board deems  necessary or advisable to provide
eligible  employees with the maximum  benefits  provided or to be provided under
the provisions of the Code and the regulations  promulgated  thereunder relating
to employee  stock purchase plans and/or to bring the Plan and/or rights granted
under it into compliance therewith.

          (b) Rights and obligations  under any rights granted before  amendment
of the Plan shall not be  altered  or  impaired  by any  amendment  of the Plan,
except with the consent of the person to whom such rights were granted or except
as necessary to comply with any laws or governmental regulation.

     14.  TERMINATION OR SUSPENSION OF THE PLAN.

          (a) The Board may suspend or  terminate  the Plan at any time.  Unless
sooner terminated, the Plan shall terminate on September 13, 2008. No rights may
be granted under the Plan while the Plan is suspended or after it is terminated.

          (b) Rights and obligations  under any rights granted while the Plan is
in effect shall not be altered or impaired by suspension or  termination  of the
Plan,  except with the consent of the person to whom such rights were granted or
except as necessary to comply with any laws or governmental regulation.

     15.  EFFECTIVE DATE OF PLAN.

          The Plan shall become  effective as  determined  by the Board,  but no
rights  granted under the Plan shall be exercised  unless and until the Plan has
been approved by the stockholders of the Company.

     16.  INFORMATION OBLIGATION.

          To the extent  that the  Company is subject to Section  260.140.46  of
Title 10 of the  California  Code of  Regulations,  the  Company  shall  deliver
financial  statements to employees  eligible to participate in the Plan at least
annually.  This  Section  16 shall not apply to key  employees  whose  duties in
connection with the Company assure them access to equivalent information.



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