EXHIBIT
      10.1

     

    EXECUTIVE

    SEVERANCE
      BENEFITS AGREEMENT

    


    


    This
      Executive Severance Benefits Agreement
      (the
“Agreement”)
      is
      entered into as of the 4th day
      of
      August, 2006 (the “Effective Date”), between
      Nelson Abal (“Executive”)
      and
SBE,
      Inc. (the
      “Company”).
      This
      Agreement is intended to provide Executive with the compensation and benefits
      described herein upon the occurrence of specific events. Certain capitalized
      terms used in this Agreement are defined in Article 5.

    


    The
      Company and Executive hereby agree as follows:

    


    ARTICLE
      1

    


    Scope
      of and Consideration for this Agreement

    


    1.1 Executive
      is currently employed by the Company.

    


    1.2 The
      Company and Executive wish to set forth the compensation and benefits that
      Executive shall be entitled to receive in the event of a termination of
      Executive’s employment with the Company in the circumstances described in this
      Agreement.

    


    1.3 The
      duties and obligations of the Company to Executive under this Agreement shall
      be
      in consideration for Executive’s past services to the Company, Executive’s
      continued employment with the Company, and, with respect to the benefits
      described in Article 2, Executive’s execution of a release in accordance with
      Section 3.1.

    


    1.4 This
      Agreement shall supersede any other agreement relating to cash compensation
      benefits in the event of Executive’s severance from employment with the
      Company.

    


    ARTICLE
      2

    


    Severance
      Benefits

    


    2.1 Change
      in Control Termination.
      If
      Executive’s employment terminates due to a Change in Control Termination, as
      defined in Section 5.4, Executive will be entitled to receive the benefits
      set
      forth in subsections 2.2(a) through 2.2(c).

    


    2.2        
      (a)
      Salary Continuation.
      Executive shall continue to receive an amount equal to six (6) months of Base
      Salary, as defined in Section 5.1. Such amount shall be paid in equal
      monthly installments over the six (6) months following Executive’s Change in
      Control Termination and shall be subject to all required tax
      withholding.

    


    (b) Bonus
      Payment. Within
      fifteen (15) days following the last day of the fiscal quarter during which
      Executive’s Change in Control Termination occurs. Executive shall receive the
      pro-rata share of any bonus to which Executive would have been entitled had
      Executive’s employment with the Company continued. The bonus amount paid will be
      the product of the bonus percentage of Base Salary derived per the Executive’s
      bonus plan multiplied by Executive’s Base Salary from the beginning of the
      Fiscal Year through the date of Executive’s Involuntary Termination Without
      Cause. Such payment shall be subject to all required tax
      withholding.

    


    
      
        
        

      

      
        1.

        
          

        

      

      
        
        

      

    

    (c) Acceleration
      of Option Vesting.
      Effective as of the date of Executive’s Change in Control Termination, Executive
      shall be credited with full vesting under all options to purchase the Company’s
      Common Stock that Executive holds on such date. By entering into this Agreement,
      Executive acknowledges that Executive understands that such acceleration may
      result in some of Executive’s incentive stock options being reclassified as
      nonqualified stock options, which could result in adverse tax consequences
      to
      Executive.

     

    2.3 Non-Duplication
      of Benefits.
      Notwithstanding any of the foregoing to the contrary, to the extent that
      Executive is eligible to receive severance benefits under Section 2.2 above
      due
      to Executive’s Change in Control Termination, Executive shall not be entitled to
      receive severance benefits under Section 2.1 above. Executive shall not be
      eligible to receive severance benefits pursuant to this Agreement more than
      one
      time.

    


    2.4 Mitigation.
      Except
      as otherwise specifically provided herein, Executive shall not be required
      to
      mitigate damages or the amount of any payment provided under this Agreement
      by
      seeking other employment or otherwise, nor shall the amount of any payment
      provided for under this Agreement be reduced by any compensation earned by
      Executive as a result of employment by another employer or by any retirement
      benefits received by Executive after the date of Executive’s Change in Control
      Termination.

     

    ARTICLE
      3

    


    Limitations
      and Conditions on Benefits

     

    3.1 Release
      Prior to Payment of Benefits.
      Upon the
      occurrence of Executive’s Change in Control Termination that occurs at any time
      other than during the six (6) months following the effective date of a Change
      in
      Control, and prior to the payment of any benefits under this Agreement on
      account of such termination, Executive shall execute a release (the “Release”)
      in the form (or in a substantially similar form to that) attached hereto and
      incorporated herein as Exhibit A, Exhibit B or Exhibit C, as
      applicable. Such Release shall specifically relate to all of Executive’s rights
      and claims in existence at the time of such execution and shall confirm
      Executive’s obligations under the Company’s standard form of proprietary
      information and inventions agreement. It is understood that, as specified in
      the
      applicable Release, Executive has a certain number of calendar days to consider
      whether to execute such Release, and Executive may revoke such Release within
      seven (7) calendar days after he signs it. If Executive does not execute such
      Release within the applicable period, or if Executive revokes such Release
      within the subsequent seven (7) day period, no benefits shall be payable under
      this Agreement, and this Agreement shall be null and void.

    


    
      
        
        

      

      
        2.

        
          

        

      

      
        
        

      

    

    3.2 Parachute
      Payments. If
      any
      payment or benefit Executive would receive pursuant to a Change in Control
      from
      the Company or otherwise (“Payment”) would (i) constitute a “parachute payment”
within the meaning of Section 280G of the Internal Revenue Code of 1986, as
      amended (the “Code”), and (ii) but for this sentence, be subject to the excise
      tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment
      shall be reduced to the Reduced Amount. The “Reduced Amount” shall be either (x)
      the largest portion of the Payment that would result in no portion of the
      Payment being subject to the Excise Tax or (y) the largest portion, up to and
      including the total, of the Payment, whichever amount, after taking into account
      all applicable federal, state and local employment taxes, income taxes, and
      the
      Excise Tax (all computed at the highest applicable marginal rate), results
      in
      Executive’s receipt, on an after-tax basis, of the greater amount of the Payment
      notwithstanding that all or some portion of the Payment may be subject to the
      Excise Tax. If a reduction in payments or benefits constituting “parachute
      payments” is necessary so that the Payment equals the Reduced Amount, reduction
      shall occur in the following order unless Executive elects in writing a
      different order (provided,
      however,
      that
      such election shall be subject to Company approval if made on or after the
      date
      on which the event that triggers the Payment occurs): reduction of cash
      payments; cancellation of accelerated vesting of stock awards; reduction of
      employee benefits. In the event that acceleration of vesting of stock award
      compensation is to be reduced, such acceleration of vesting shall be cancelled
      in the reverse order of the date of grant of Executive’s stock awards unless
      Executive elects in writing a different order for cancellation.

    


    The
      accounting firm engaged by the Company for general audit purposes as of the
      day
      prior to the effective date of the Change in Control shall perform the foregoing
      calculations. If the accounting firm so engaged by the Company is serving as
      accountant or auditor for the individual, entity or group effecting the Change
      in Control, the Company shall appoint a nationally recognized accounting firm
      to
      make the determinations required hereunder. The Company shall bear all expenses
      with respect to the determinations by such accounting firm required to be made
      hereunder.

    


    The
      accounting firm engaged to make the determinations hereunder shall provide
      its
      calculations, together with detailed supporting documentation, to the Company
      and Executive within fifteen (15) calendar days after the date on which
      Executive’s right to a Payment is triggered (if requested at that time by the
      Company or Executive) or such other time as requested by the Company or
      Executive. If the accounting firm determines that no Excise Tax is payable
      with
      respect to a Payment, either before or after the application of the Reduced
      Amount, it shall furnish the Company and Executive with an opinion reasonably
      acceptable to Executive that no Excise Tax will be imposed with respect to
      such
      Payment. Any good faith determinations of the accounting firm made hereunder
      shall be final, binding and conclusive upon the Company and Executive.


    


    3.3 Certain
      Reductions and Offsets. Notwithstanding
      any other provision of this Agreement to the contrary, any benefits payable
      to
      Executive under this Agreement shall be reduced by any severance benefits
      payable by the Company to such individual under any other policy, plan, program
      or arrangement, including, without limitation, a contract between Executive
      and
      any entity. Furthermore, to the extent that any federal, state or local laws,
      including, without limitation, so-called “plant closing” laws, require the
      Company to give advance notice, make a payment of any kind or provide any
      benefits to Executive because of Executive’s involuntary termination due to a
      layoff, reduction in force, plant or facility closing, sale of business, change
      in control, or any other similar event or reason, the payments and other
      benefits payable under this Agreement shall be reduced by the full amount and
      to
      the extent of such notice, payment and/or benefits. The benefits provided under
      this Agreement are intended to satisfy any and all statutory obligations that
      may arise out of Executive’s involuntary termination of employment for the
      foregoing reasons, and the parties shall so construe and enforce the terms
      of
      the Agreement.

     

    
      
        
        

      

      
        3.

        
          

        

      

      
        
        

      

    

    


    ARTICLE
      4

    


    Other
      Rights and Benefits

    


    Nothing
      in the Agreement shall prevent or limit Executive’s continuing or future
      participation in any benefit, bonus, incentive or other plans, programs,
      policies or practices provided by the Company and for which Executive may
      otherwise qualify, nor shall anything herein limit or otherwise affect such
      rights as Executive may have under other agreements with the Company except
      as
      provided in Section 1.4 above. Except as otherwise expressly provided herein,
      amounts which are vested benefits or which Executive is otherwise entitled
      to
      receive under any plan, policy, practice or program of the Company at or
      subsequent to the effective date of a Change in Control shall be payable in
      accordance with such plan, policy, practice or program.

     

    ARTICLE
      5

    


    Definitions

    


    For
      purposes of the Agreement, the following terms are defined as
      follows:

     

    5.1 “Base
      Salary”
      means
      Executive’s annual base salary as in effect on the date of his termination.


    


    5.2 “Board”
      means
      the Board of Directors of the Company.

    


    5.3 “Change
      in Control”
      means:

    


    (a) the
      sale
      of all or substantially all of the Company’s assets to a single purchaser or a
      group of related purchasers; 

    


    (b) the
      sale,
      exchange or other disposition, in a single transaction, of more than fifty
      percent (50%) of the Company’s outstanding capital stock; or 

    


    (c) a
      merger
      or consolidation of the Company in a transaction following which the Company’s
      stockholders receive less than fifty percent (50%) of the outstanding voting
      shares of the surviving entity.

    


    5.4 “Change
      in Control Termination” means
      an
      Involuntary Termination Without Cause or a Voluntary Termination for Good
      Reason, effective as of Executive’s termination date, either of which occurs
      within six (6) months following the effective date of a Change in
      Control.

    


    5.5 “Company”
      means
      SBE, Inc. or, following a Change in Control, the surviving entity resulting
      from
      such transaction.

    


    5.6 “Involuntary
      Termination Without Cause”
      means
      Executive’s dismissal or discharge for reasons other than Cause, effective
      as of Executive’s termination date.
      For
      this purpose, “Cause” means that, in the reasonable determination of the
      Company, Executive has 

    


    
      
        
        

      

      
        4.

        
          

        

      

      
        
        

      

    

    (a) been
      convicted of or pled guilty or nolo
      contendere
      to a
      felony or any crime involving moral turpitude or dishonesty; 

    


    (b) participated
      in a fraud or act of dishonesty against the Company, 

    


    (c) willfully
      and materially breached a Company policy; 

    


    (d) intentionally
      damaged the Company’s property; 

    


    (e) willfully
      and materially breached Executive’s Proprietary Information and Inventions
      Agreement with the Company; 

    


    (f) engaged
      in conduct that demonstrates gross unfitness to serve; or 

    


    (g) failed
      to
      perform Executive’s job duties in a satisfactory manner, including, but not
      limited to, by engaging in willful misconduct, neglecting Executive’s job
      duties, refusing to comply with any lawful directive of the Company, or failing
      to meet expected performance standards.

    


    Notwithstanding
      the foregoing, Cause shall not exist based on conduct described in clause (c),
      (f) or (g) unless the conduct described in such clause has not been cured within
      thirty (30) days following Executive’s receipt of written notice from the
      Company or the Board, as the case may be, specifying the particulars of the
      conduct constituting Cause.

     

    5.7 “Voluntary
      Termination for Good Reason”
      means
      that Executive voluntarily terminates employment with the Company after
any
      of
      the following is undertaken by the Company without Executive’s written consent:


    


    (a) the
      assignment to Executive of any duties or responsibilities that results in a
      significant diminution in Executive’s job duties and responsibilities, taken as
      a whole, as in effect immediately prior to the effective date of the Change
      in
      Control;

    


    (b) a
      reduction in Executive’s title or reporting relationships as in effect
      immediately prior to the effective date of the Change in Control;

    


    (c) a
      reduction by the Company in Executive’s Base Salary by five percent (5%) or
      more; provided,
      however, that
      a
      reduction by the Company of Executive’s Base Salary by up to ten percent (10%)
      shall not constitute Good Reason for purposes of this Agreement if it is made
      in
      connection with an across-the-board reduction by the Company of all executives’
annual base salaries by a percentage at least equal to the percentage by which
      Executive’s Base Salary is reduced;

    


    (d) a
      relocation of Executive’s business office to a location that requires Executive
      to commute more than seventy-five (75) miles each way, except for required
      travel by Executive on the Company’s business to an extent substantially
      consistent with Executive’s business travel obligations prior to the effective
      date of a Change in Control; provided,
      however, that
      no
      relocation of Executive’s business office shall constitute Good Reason for
      purposes of this Agreement if Executive provides services to the Company from
      a
      remote location (e.g., through telecommuting) at the time of the relocation;
      

    


    
      
        
        

      

      
        5.

        
          

        

      

      
        
        

      

    

    (e) a
      material breach by the Company of any provision of this Agreement;
      or

    


    (f) any
      failure by the Company to obtain the assumption of this Agreement by any
      successor or assign of the Company.

    


    Notwithstanding
      the foregoing, Good Reason shall not exist based on conduct described in clauses
      (a), (b), (c), (d), (e) or (f) above unless the conduct described in such
      clause, if capable of cure, has not been cured within thirty (30) days following
      receipt by the Company or the Board, as the case may be, of written notice
      from
      Executive specifying the particulars of the conduct constituting Good
      Reason.

    


    ARTICLE
      6

    


    General
      Provisions

    


    6.1 Employment
      Status.
      This
      Agreement does not constitute a contract of employment or impose upon Executive
      any obligation to remain as an employee, or impose on the Company any obligation
      (i) to retain Executive as an employee, (ii) to change the status of
      Executive as an at-will employee, which at-will status Executive hereby
      acknowledges, or (iii) to change the Company’s policies regarding
      termination of employment.

    


    6.2 Notices.
      Any
      notices provided hereunder must be in writing, and such notices or any other
      written communication shall be deemed effective upon the earlier of personal
      delivery (including personal delivery by facsimile) or the third day after
      mailing by first class mail, to the Company at its primary office location
      and
      to Executive at Executive’s address as listed in the Company’s payroll records.
      Any payments made by the Company to Executive under the terms of this Agreement
      shall be delivered to Executive either in person or at the address as listed
      in
      the Company’s payroll records.

    


    6.3 Severability.
      Whenever
      possible, each provision of this Agreement will be interpreted in such manner
      as
      to be effective and valid under applicable law, but if any provision of this
      Agreement is held to be invalid, illegal or unenforceable in any respect under
      any applicable law or rule in any jurisdiction, such invalidity, illegality
      or
      unenforceability will not affect any other provision or any other jurisdiction,
      but this Agreement will be reformed, construed and enforced in such jurisdiction
      as if such invalid, illegal or unenforceable provisions had never been contained
      herein.

    


    6.4 Waiver.
      If
      either party should waive any breach of any provisions of this Agreement, he
      or
      it shall not thereby be deemed to have waived any preceding or succeeding breach
      of the same or any other provision of this Agreement.

    


    6.5 Arbitration.
      Unless
      otherwise prohibited by law or specified below, all disputes, claims and causes
      of action, in law or equity, arising from or relating to this Agreement or
      its
      enforcement, performance, breach, or interpretation shall be resolved solely
      and
      exclusively by final and binding arbitration, by a single arbitrator, held
      in
      San Francisco County, California through Judicial Arbitration & Mediation
      Services/Endispute (“JAMS”) under the then existing JAMS arbitration rules and
      as otherwise required by law. However, nothing in this section is intended
      to
      prevent either party from obtaining injunctive relief in court to prevent
      irreparable harm pending the conclusion of any such arbitration. Each party
      in
      any such arbitration shall be responsible for its own attorneys’ fees, costs and
      necessary disbursements; provided,
      however,
      that in
      the event one party refuses to arbitrate and the other party seeks to compel
      arbitration by court order, if such other party prevails, it shall be entitled
      to recover reasonable attorneys’ fees, costs and necessary disbursements.
      Pursuant to California Civil Code Section 1717, each party warrants that it
      was
      represented by counsel in the negotiation and execution of this Agreement,
      including the attorneys’ fees provision herein.

    


    
      
        
        

      

      
        6.

        
          

        

      

      
        
        

      

    

    6.6 Complete
      Agreement.
      This
      Agreement, including Exhibit A, Exhibit B and Exhibit C, constitutes
      the entire agreement between Executive and the Company and is the complete,
      final, and exclusive embodiment of their agreement with regard to this subject
      matter, wholly superseding all written and oral agreements with respect to
      payments and benefits to Executive in the event of employment termination.
      It is
      entered into without reliance on any promise or representation other than those
      expressly contained herein.

    


    6.7 Amendment
      or Termination of Agreement.
      This
      Agreement may be changed or terminated only upon the mutual written consent
      of
      the Company and Executive. The written consent of the Company to a change or
      termination of this Agreement must be signed by an executive officer of the
      Company after such change or termination has been approved by the
      Board.

    


    6.8 Counterparts.
      This
      Agreement may be executed in separate counterparts, any one of which need not
      contain signatures of more than one party, but all of which taken together
      will
      constitute one and the same Agreement.

    


    6.9 Headings.
      The
      headings of the Articles and Sections hereof are inserted for convenience only
      and shall not be deemed to constitute a part hereof nor to affect the meaning
      thereof.

    


    6.10 Successors
      and Assigns.
      This
      Agreement is intended to bind and inure to the benefit of and be enforceable
      by
      Executive, and the Company, and any surviving entity resulting from a Change
      in
      Control and upon any other person who is a successor by merger, acquisition,
      consolidation or otherwise to the business formerly carried on by the Company,
      and their respective successors, assigns, heirs, executors and administrators,
      without regard to whether or not such person actively assumes any rights or
      duties hereunder; provided,
      however,
      that
      Executive may not assign any duties hereunder and may not assign any rights
      hereunder without the written consent of the Company, which consent shall not
      be
      withheld unreasonably.

    


    6.11 Choice
      of Law.
      All
      questions concerning the construction, validity and interpretation of this
      Agreement will be governed by the law of the State of California, without regard
      to such state’s conflict of laws rules.

    


    6.12 Non-Publication.
      The
      parties mutually agree not to disclose the terms of this Agreement except to
      the
      extent that disclosure is mandated by applicable law or corporate reporting
      requirements, or to respective advisors (e.g.,
      attorneys, accountants).

    


    
      
        
        

      

      
        7.

        
          

        

      

      
        
        

      

    

    6.13 Construction
      of Agreement.
      In the
      event of a conflict between the text of the Agreement and any summary,
      description or other information regarding the Agreement, the text of the
      Agreement shall control.

    


    In
      Witness Whereof,
      the
      parties have executed this Agreement on the Effective Date written
      above.

    


    


    
      	
              SBE,
                Inc.

            	
              Nelson
                Abal

            
	 	 
	
              By:
                /s/ Greg
                Yammoto                 
                

            	
              /s/
                Nelson
                Abal                      
                

            
	
              Name:
                Greg Yamamoto

            	 
	
              Title:
                CEO & President

            	 
	 	 


    

    


    


    


    Exhibit
      A: Release (Termination of Executive under Age 40)

    Exhibit
      B: Release (Individual Termination of Executive Age 40 or Older)

    Exhibit
      C: Release (Group Termination of Executive Age 40 or Older)

    


    


    


    
      
        
        

      

      
        8.

        
          

        

      

      
        
        

      

    



    Exhibit
      A

    RELEASE

    (Termination
      of Executive under Age 40)

    


    


    I
      understand that my position with SBE, Inc. (the “Company”)
      terminated effective ___________, 200_. The Company has agreed that if I choose
      to sign this Release, the Company will provide me with the severance benefits
      described in that certain Executive Severance Benefits Agreement (the
“Agreement”)
      between me and the Company dated _____, 2004. The severance benefits will be
      provided to me within five (5) business days of the date I return this signed
      Release to the Company. I understand that I am not entitled to any severance
      benefits unless I sign this Release. In addition to the severance benefits,
      the
      Company will pay me all of my accrued salary and vacation, to which I am
      entitled by law.

    


    In
      consideration for the severance benefits I am receiving under the Agreement,
      I
      acknowledge my obligations under my Proprietary Information and Inventions
      Agreement not to use or disclose any of the Company’s proprietary information,
      and I agree to immediately return all Company property and documents (including
      all embodiments of proprietary information) and all copies thereof in my
      possession or control. I hereby release the Company and its officers, directors,
      agents, attorneys, employees, shareholders, and affiliates from any and all
      claims, liabilities, demands, causes of action, attorneys’ fees, damages, or
      obligations of every kind and nature, whether they are known or unknown, arising
      at any time prior to and including the date I sign this Release. This general
      release includes, but is not limited to: all federal and state statutory and
      common law claims, claims related to my employment or the termination of my
      employment or related to breach of contract, tort, wrongful termination,
      discrimination, wages or benefits, or claims for any form of compensation.
      In
      releasing claims unknown to me at present, I am waiving all rights and benefits
      under Section 1542 of the California Civil Code, and any law or legal principle
      of similar effect in any jurisdiction: “A
      general release does not extend to claims which the creditor does not know
      or
      suspect to exist in his favor at the time of executing the release, which if
      known by him must have materially affected his settlement with the
      debtor.”
      

     

    This
      Release, together with the Agreement and my Proprietary Information and
      Inventions Agreement, constitutes the complete, final and exclusive embodiment
      of the entire agreement between the Company and me with regard to the subject
      matter hereof. I am not relying on any promise or representation by the Company
      that is not expressly stated herein. This agreement may only be modified by
      a
      writing signed by both me and a duly authorized officer of the
      Company.

     

    I
      accept
      and agree to the terms and conditions stated above:

    
      
         

        
          	         
	 	            
                  
	
                  Date

                	
                   

                	
                  Nelson
                    Abal

                


        

      

      


    

    
      
        
        

      

      
        1.

        
          

        

      

      
        
        

      

    

     

    Exhibit
      B

    RELEASE

    (Individual
      Termination of Executive Age 40 or Older)

    


    I
      understand that my position with SBE, Inc. (the “Company”)
      terminated effective ___________, 200_. The Company has agreed that if I choose
      to sign this Release, the Company will provide me with the severance benefits
      described in that certain Executive Severance Benefits Agreement (the
“Agreement”)
      between me and the Company dated _____, 2004. The severance benefits will be
      provided to me within five (5) business days of the Effective Date of this
      Release. I understand that I am not entitled to any severance benefits unless
      I
      sign this Release. In addition to the severance benefits, the Company will
      pay
      me all of my accrued salary and vacation, to which I am entitled by
      law.

    


    In
      consideration for the severance benefits I am receiving under the Agreement,
      I
      acknowledge my obligations under my Proprietary Information and Inventions
      Agreement not to use or disclose any of the Company’s proprietary information,
      and I agree to immediately return all Company property and documents (including
      all embodiments of proprietary information) and all copies thereof in my
      possession or control. I hereby release the Company and its officers, directors,
      agents, attorneys, employees, shareholders, and affiliates from any and all
      claims, liabilities, demands, causes of action, attorneys’ fees, damages, or
      obligations of every kind and nature, whether they are known or unknown, arising
      at any time prior to and including the date I sign this Agreement. This general
      release includes, but is not limited to: all federal and state statutory and
      common law claims, claims related to my employment or the termination of my
      employment or related to breach of contract, tort, wrongful termination,
      discrimination, wages or benefits, or claims for any form of compensation.
      In
      releasing claims unknown to me at present, I am waiving all rights and benefits
      under Section 1542 of the California Civil Code, and any law or legal principle
      of similar effect in any jurisdiction: “A
      general release does not extend to claims which the creditor does not know
      or
      suspect to exist in his favor at the time of executing the release, which if
      known by him must have materially affected his settlement with the
      debtor.”
      

    


    I
      acknowledge that I am knowingly and voluntarily waiving and releasing any rights
      I may have under the
      federal Age Discrimination in Employment Act of 1967, as amended (“ADEA
      Waiver”).
      I
      also acknowledge that the consideration given for the ADEA Waiver is in addition
      to anything of value to which I was already entitled. I further acknowledge
      that
      I have been advised by this writing, as required by the ADEA, that: (i) my
      ADEA
      Waiver does not apply to any rights or claims that arise after the date I sign
      this Release; (ii) I should consult with an attorney prior to signing this
      Release; (iii) I have twenty-one (21) days to consider this Release (although
      I
      may choose to voluntarily sign it sooner); (iv) I have seven (7) days following
      the date I sign this Release to revoke the ADEA Waiver; and (v) the ADEA Waiver
      will not be effective until the date upon which the revocation period has
      expired unexercised, which will be the eighth day after I sign this Release
      (“Effective
      Date”).
      Nevertheless, my general release of claims, except for the ADEA Waiver, is
      effective immediately, and not revocable.

    


    This
      Release, together with the Agreement and my Proprietary Information and
      Inventions Agreement, constitutes the complete, final and exclusive embodiment
      of the entire agreement between the Company and me with regard to the subject
      matter hereof. I am not relying on any promise or representation by the Company
      that is not expressly stated herein. This agreement may only be modified by
      a
      writing signed by both me and a duly authorized officer of the
      Company.

     

    I
      accept
      and agree to the terms and conditions stated above:

    
      
         

        
          	         
	 	            
                  
	
                  Date

                	
                   

                	
                  Nelson
                    Abal

                


        

      

       

    

    
      
        
          
          

        

        
          2.

          
            

          

        

        
          
          

        

      

    


    Exhibit
      C

    RELEASE

    (Group
      Termination of Executive Age 40 or Older)

    


    I
      understand that my position with SBE, Inc. (the “Company”)
      terminated effective ___________, 200_. The Company has agreed that if I choose
      to sign this Release, the Company will provide me with the severance benefits
      described in that certain Executive Severance Benefits Agreement (the
“Agreement”)
      between me and the Company dated _____, 2004. The severance benefits will be
      provided to me within five (5) business days of the Effective Date of this
      Release. I understand that I am not entitled to any severance benefits unless
      I
      sign this Release. In addition to the severance benefits, the Company will
      pay
      me all of my accrued salary and vacation, to which I am entitled by
      law.

    


    In
      consideration for the severance benefits I am receiving under the Agreement,
      I
      acknowledge my obligations under my Proprietary Information and Inventions
      Agreement not to use or disclose any of the Company’s proprietary information,
      and I agree to immediately return all Company property and documents (including
      all embodiments of proprietary information) and all copies thereof in my
      possession or control. I hereby release the Company and its officers, directors,
      agents, attorneys, employees, shareholders, and affiliates from any and all
      claims, liabilities, demands, causes of action, attorneys’ fees, damages, or
      obligations of every kind and nature, whether they are known or unknown, arising
      at any time prior to and including the date I sign this Agreement. This general
      release includes, but is not limited to: all federal and state statutory and
      common law claims, claims related to my employment or the termination of my
      employment or related to breach of contract, tort, wrongful termination,
      discrimination, wages or benefits, or claims for any form of compensation.
      In
      releasing claims unknown to me at present, I am waiving all rights and benefits
      under Section 1542 of the California Civil Code, and any law or legal principle
      of similar effect in any jurisdiction: “A
      general release does not extend to claims which the creditor does not know
      or
      suspect to exist in his favor at the time of executing the release, which if
      known by him must have materially affected his settlement with the
      debtor.”
      

    


    I
      acknowledge that I am knowingly and voluntarily waiving and releasing any rights
      I may have under the
      federal Age Discrimination in Employment Act of 1967, as amended (“ADEA
      Waiver”).
      I
      also acknowledge that the consideration given for the ADEA Waiver is in addition
      to anything of value to which I was already entitled. I further acknowledge
      that
      I have been advised by this writing, as required by the ADEA, that: (i) my
      ADEA
      Waiver does not apply to any rights or claims that arise after the date I sign
      this Release; (ii) I should consult with an attorney prior to signing this
      Release; (iii) I have twenty-one (21) days to consider this Release (although
      I
      may choose to voluntarily sign it sooner); (iv) I have seven (7) days following
      the date I sign this Release to revoke the ADEA Waiver; and (v) the ADEA Waiver
      will not be effective until the date upon which the revocation period has
      expired unexercised, which will be the eighth day after I sign this Release
      (“Effective
      Date”);
      and
      (f) I
      have
      received with this Release a detailed list of the job titles and ages of all
      employees who were terminated in this group termination and the ages of all
      employees of the Company in the same job classification or organizational unit
      who were not terminated. While
      I
      have the right to revoke the ADEA Waiver, my general release of claims (except
      for the ADEA Waiver), is effective immediately, and not revocable.

    


    
      
        
        

      

      
        3.

        
          

        

      

      
        
        

      

    

    This
      Release, together with the Agreement and my Proprietary Information and
      Inventions Agreement, constitutes the complete, final and exclusive embodiment
      of the entire agreement between the Company and me with regard to the subject
      matter hereof. I am not relying on any promise or representation by the Company
      that is not expressly stated herein. This agreement may only be modified by
      a
      writing signed by both me and a duly authorized officer of the
      Company.

     

    I
      accept
      and agree to the terms and conditions stated above:

    


    
       

      
        	         
	 	            
                
	
                Date

              	
                 

              	
                Nelson
                  Abal

              


      

    

    


    
      
        
        

      

      
        4.