EXHIBIT  10.1
                                        ***  Text  Omitted  and Filed Seperately
                                              Confidential  Treatment  Requested
                                             Under  17  C.F.R.  200.80(b)(4),
                                                  200.83  and  240.24b-2



                AMENDMENT NO. S/M018-4 TO THE PURCHASE AGREEMENT
                  BETWEEN SBE INC. AND COMPAQ DATED MAY 6, 1991
           AGREEMENT NO. S/M018-0 & PURCHASING AMENDMENT NO. S/M018-3


     THIS  AMENDMENT  No.  S/M018-4  to  the Purchase Agreement No. S/M018-0 and
Purchasing  Amendment  No. S/M018-3 is entered into as of this 3rd day of April,
2001  (the  "Effective  Date"), by and between SBE, INC., a Delaware corporation
with  its  principal place of business at 4550 Norris Canyon Road, San Ramon, CA
94583-1369  ("Seller"),  and COMPAQ COMPUTER CORPORATION, a Delaware corporation
with  its  principal  place of business at 901 Page Avenue, Fremont, California,
94538  ("Customer").

                                    RECITALS
     A.  Seller  manufactures  and  distributes  certain  hardware  components;
     B.  Customer  wants  to  buy  Seller's  hardware  components  from  Seller.
WHEREAS,  Buyer  and  Seller  have entered into the Corporate Purchase Agreement
effective  as  of May 6, 1991 ("Agreement") as amended by the Purchase Amendment
with  an  effective  date  of  May  6,  1996.

     NOW,  THEREFORE,  Seller  and  Customer  agree  as  follows:

                                    AGREEMENT
1.     DEFINITIONS

1.1.     "Confidential  Information"  means  any  confidential  or  proprietary
information  of  either  party,  including  without  limitation  any  designs,
schematics,  plans  or  any  other information relating to any research project,
work  in  process,  future  development, scientific, engineering, manufacturing,
marketing  or  business  plan, or financial or personnel matter relating to such
party,  its  present or future products, sales, suppliers, customers, employees,
investors  or  business, and identified as propriety or confidential, whether in
oral  form,  or  in  written,  graphic  or  electronic  form."

1.2.     "Intellectual  Property  Rights" means all current and future worldwide
patents  and  other  patent rights (such as continuations, continuations-in-part
and  reissues),  utility models, copyrights, mask work rights, trade secrets and
all  other  intellectual  property  rights,  including  without  limitation  all
applications  and  registrations  with  respect  thereto,  including trademarks,
service  marks,  trademarks,  trade names and other product, service and company
identifiers.

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1.3.     "Products"  means the Seller-proprietary hardware products described on
Exhibit  A  attached  hereto.

1.4.     "Source  Control Documents" (SCD) The SCD is a non-disclosure statement
specifying the information provided will not be freely disclosed to unauthorized
end  users.  The  SCD  also  outlines  the  procedures  and process required for
handling  source  code  information.  The  SCD  contains  information considered
confidential;  examples  would be blue prints, operating software for controlled
products,  software  that  allows  the  automatic  generation  of  source codes,
software  that  performs  proof/validation.

2.     PURCHASE  OF  PRODUCTS.

2.1.  Purchase Orders. Customer's purchase orders for Products shall contain the
quantity  of each item to be purchased, the delivery destinations, the requested
delivery  dates,  any  special  shipping  or  delivery  instructions,  billing
instructions  and  any other special information required by this Agreement. All
purchase orders hereunder must be received by Seller prior to April 30, 2005 and
must  specify  a delivery date prior to July 31, 2005. All purchase orders shall
be  issued  at  least  sixty (60) days but no more than one hundred eighty (180)
days before the requested delivery date. Notwithstanding the preceding sentence,
by agreeing to pay a premium/expedite fee of [ *** ] of the original order price
(in  addition  to original order price) Customer may issue a purchase order less
than sixty (60) days before the requested delivery date. Seller will endeavor to
meet  such  requests  by  Customer  for  expedited  delivery  insofar  as  it is
practicable  and  consistent  with  Seller's  production schedules to do so, but
Seller  shall  have  the right to reject any request for expedited delivery. The
terms  and  conditions of this Agreement with respect to Product purchases shall
be  incorporated  into  and  made a part of each Customer purchase order. Seller
reserves  the right to reject any purchase order that is not consistent with the
terms  of  this  Agreement.  The  terms  and  conditions of this Agreement shall
supersede  any  terms set forth in any purchase order or other Customer document
delivered  in connection with Customer's purchases under this Agreement, and any
terms  and conditions appearing in any purchase order that are inconsistent with
or  in  addition  to  the  terms and conditions of this Agreement shall be of no
force  and  effect  and  are hereby rejected. Performance under a purchase order
shall not constitute acceptance of terms that are inconsistent or in addition to
the  terms  and  conditions  of  this  Agreement.

2.2.     Minimum  Product  Purchases.  During  the  Term,  Customer  agrees  to
Purchase  and  Seller agrees to supply up to 13,350 units of the Products at the
purchase  price per unit set forth in Exhibit A.  Such purchase shall consist of
up  to [ *** ] VCOM-33 controller boards (Part No. U40567-A01) and up to [ *** ]
VCOM-34 controller boards (Part Nos. U32887-002 and U25022-A04). Customer agrees
to  convert  all  orders  for  Products  outstanding as of the Effective Date to
purchase  orders  under  this  Agreement  no later than April 3, 2001.  All such
orders  not  converted  as  of  April  5,  2001  will  be  cancelled.

***  CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE  SECURITIES  AND  EXCHANGE  COMMISSION.  CONFIDENTIAL  TREATMENT  HAS  BEEN
REQUESTED  WITH  RESPECT  TO  THE  OMITTED  PORTIONS.
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2.3.      Minimum  Order,  Minimum  Delivery.  Seller shall not be obligated to
accept  any  order from Customer of fewer than [ *** ] units of each part number
listed on Exhibit A. Seller shall not be obligated to make any delivery of fewer
than  [  ***  ]  units  of  each  part  number  listed  on  Exhibit  A.

2.4.     Retention of Rights to Change Product Design. Either party reserves the
right  to  make  changes  and  modifications  in specification, construction, or
design of any Product or product component at any time and from time to time and
any  component  so  modified shall be accepted by both parties in fulfillment of
existing  orders.  Either  party will notify Customer in writing of any proposed
design  changes  to  the  Products,  which  affect  form, fit, function, safety,
reliability  or  electrical  or  mechanical  interfaces.  Such  notices  will be
delivered  at least ninety (90) days prior to such date change is expected to be
incorporated  into  the  Product.

2.5.     No  Cancellation. Customer may not cancel purchase orders once accepted
by  Seller,  except  for the ability to reschedule as referred to in Section 2.6

2.6.     Reschedule.  For  no  charge  or  fee, Customer may request rescheduled
delivery  for  Products  subject to an outstanding purchase order; provided that
(i)  the  date  of  such request is at least 60 days in advance of the requested
rescheduled  delivery  date  and (ii) the requested rescheduled delivery date is
less  than  180  days  from  the  original  order  date.  By  agreeing  to pay a
premium/expedite  fee  of  [  ***  ] of the original order price (in addition to
original order price) Customer may request that delivery for Products subject to
an  outstanding  purchase  order be rescheduled to a date less than [ *** ] days
from  the  date  of  such  request.  All  requests  for rescheduled delivery are
subject  to acceptance by Seller.  All rescheduled deliveries are subject to the
minimum  order  provision  of  Section  2.3.

3.     SHIPPING  TERMS.

3.1.      ORDER  FULFILLMENT.  Upon  receipt  of  a  purchase order, Seller will
notify  Customer  of  acceptance  or  rejection  of  such purchase order, and if
accepted, the proposed delivery date.  Seller will endeavor to fill all Customer
orders  for  Products  insofar  as  it  is  practicable  and consistent with its
production  schedules  to  do so, but in the event of its failure to fill all or
any  material  part  of  any accepted order within 10 days of committed delivery
Seller  shall  be  liable or responsible as follows.  For delivery later than 10
days  but  prior to 30 days from committed delivery date, Seller will reduce the
price  of  the  Products  by [ *** ]. For failure to deliver within [ *** ] days
from  committed  delivery  date  Customer  may give notice of termination as per
Section  10.4.  No  Customer  purchase  order  will  become fixed and binding on
Seller  unless  and  until  accepted  by  Seller.

3.2.     TITLE,  RISK OF LOSS AND SHIPPING COSTS. Delivery of all Products shall
be  made  ex  works  "per Chamber of Commerce INCOTERMS, 1990 addition" Seller's
facilities.  Customer  must take delivery of all Products no later than 180 days
from  the  order  date.  Customer  shall  be responsible for paying all freight;
handling,  shipping  and  insurance  charges and such charges will be separately
listed  in the applicable invoice and are not included in the list price for the
Products.   Title, risk of loss or damage to the Products shall pass to Customer
upon  shipment  from  Seller's  facility.

***  CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE  SECURITIES  AND  EXCHANGE  COMMISSION.  CONFIDENTIAL  TREATMENT  HAS  BEEN
REQUESTED  WITH  RESPECT  TO  THE  OMITTED  PORTIONS.

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3.3.     CARRIER.  Seller will select a carrier for delivery unless Customer has
designated  a  particular carrier acceptable to Seller. In no event shall Seller
have  any liability in connection with shipment, nor shall the carrier be deemed
to  be an agent of Seller.  Seller shall not be liable for damage or penalty for
delay  in  delivery or for failure to give notice of any delay. Customer will be
deemed  to  have  accepted  all  Products  upon  delivery.

4.     PURCHASE  PRICE  AND  PAYMENT.

4.1.     PURCHASE PRICE. Customer shall pay to Seller the purchase price for the
Products  as  set  forth on EXHIBIT A.  Customer acknowledges that separate fees
may  be  charged  under  a separate services agreement for related services, and
that  any  such  separate fees will be as stated in such agreement or an exhibit
thereto.  [  ***  ]

4.2.     PAYMENT SCHEDULE.  Customer shall pay  all  invoices  issued under this
Agreement  within  [  ***  ]  from  the  date of invoice. Seller may at any time
decline  to  make  any  shipments  or deliveries or perform any work except upon
receipt  of  payment  or  upon  terms and conditions or security satisfactory to
Seller.

4.3.     TAXES.  All  stated prices are exclusive of any taxes, fees, duties and
levies,  however  designated or imposed, and including without limitation, value
added  and  withholding  taxes  which  are levied or based upon the amounts paid
hereunder  (collectively,  "Taxes").  Any  Taxes  related  to Products purchased
pursuant  to  this Agreement shall be paid by Customer (excluding taxes based on
Seller's  net  income),  unless  Customer  presents  an  exemption  certificate
acceptable  to  Seller  and the applicable taxing authorities.  Applicable Taxes
shall  be  billed  as  a  separate  item  on the invoice to the extent possible.

4.4.     LATE  CHARGES.  Seller  reserves  the  right  to charge Customer a late
payment fee on any past due amounts at the rate of one and a half percent (1.5%)
per  month  or  the  maximum  amount  permitted  by  law,  whichever  is  less.

4.5.     DEPOSIT.  On  the Effective Date, Customer will pay to Seller a deposit
in  the  amount  of  four  million  eight  hundred  seventy  thousand  dollars
(US$4,870,000.00)  (the  "Deposit").  The  Deposit  will be refunded to Customer
according  to  the  following  schedule:

(a)     Seller will refund to Customer [ *** ] when a total of [ *** ] units of
the Products  have  been  shipped  to  Customer  under  this  Agreement;

***  CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE  SECURITIES  AND  EXCHANGE  COMMISSION.  CONFIDENTIAL  TREATMENT  HAS  BEEN
REQUESTED  WITH  RESPECT  TO  THE  OMITTED  PORTIONS.
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(b)     Seller  will refund to Customer [ *** ] when a total of [ *** ] units of
the  Products  have  been  shipped  to  Customer  under  this  Agreement;

(c)     Seller  will refund to Customer [ *** ] when a total of [ *** ] units of
the  Products  have  been  shipped  to  Customer  under  this  Agreement;

(d)     Seller  will refund to Customer [ *** ] when a total of [ *** ] units of
the  Products  have  been  shipped  to  Customer  under  this  Agreement;

(e)     Seller  will refund to Customer [ *** ] when a total of [ *** ] units of
the  Products  have  been  shipped  to  Customer  under  this  Agreement;

(f)     Seller will refund to Customer the remaining [ *** ] of the Deposit when
a  total  of  [  ***  ]  units  of  the  Products have been shipped to Customer;

If  Customer chooses to terminate the agreement pursuant to Section 10.2 or 10.3
prior to reaching any of the payback milestones listed in (a) through (f) above,
Seller  will  refund to Customer upon such termination [ *** ] per every unit of
the  Products purchased by Customer since the previous payment milestone reached
by  Customer.  Upon such termination, Customer will forfeit any remainder of the
Deposit  not  refunded  pursuant  to  the  terms  of  this  Section  4.5.

5.     LIMITED  WARRANTIES.

5.1.     LIMITED  WARRANTY.  The  Products  supplied to Customer by Seller under
this  Agreement are subject to the Seller's Product Limited Warranty attached as
EXHIBIT  B  hereto.  The  warranty  period  for  each  of  the Products supplied
hereunder will begin on the date such Products are shipped to Customer and shall
terminate  as  specified  in  the  Product  Limited  Warranty.

5.2.     WARRANTY DISCLAIMER. EXCEPT FOR THE EXPRESS WARRANTY IN THIS SECTION 5,
SELLER  MAKES  NO WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, AND HEREBY
EXPRESSLY  DISCLAIMS ANY AND ALL SUCH WARRANTIES, INCLUDING, BUT NOT LIMITED TO,
ANY  WARRANTY  OF  MERCHANTABILITY,  FITNESS  FOR A PARTICULAR PURPOSE, TITLE OR
NONINFRINGEMENT,  WITH  RESPECT  TO THE PRODUCTS SUPPLIED TO CUSTOMER HEREUNDER.
Customer  acknowledges  that  it  has  not  relied  on  any  representations  or
warranties  regarding  the  Products,  other  than  those  in  this  Section  5.

5.3.     End-User  Warranties.  Customer  shall  indemnify,  defend  and  hold
harmless  Seller for and against any end-user warranty claim offered by Customer
that is outside the warranties of this Agreement, including, but not limited to,
valid  consumer  warranty claims arising outside the applicable warranty period.

***  CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE  SECURITIES  AND  EXCHANGE  COMMISSION.  CONFIDENTIAL  TREATMENT  HAS  BEEN
REQUESTED  WITH  RESPECT  TO  THE  OMITTED  PORTIONS.
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5.4.     Out of Warranty Repair Seller shall repair and or refurbish any Product
which  is  out  of  warranty  and which is not beyond practical reparability for
thirty  percent (30%) of the price stated in exhibit A. Seller warrants that any
Products  repaired  or  refurbished  by  Seller  will be in conformance with the
Product  Specifications  and  free from defects in materials and workmanship for
ninety  days  (90)  from  the  date  of  shipment.

6.     INDEMNITY

        Seller  shall  indemnify,  defend  and  hold  harmless  Buyer  and  its
affiliates and their respective directors, officers, shareholders, employees and
agents  (collectively, the "Buyer Indemnified Parties") from and against any and
all claims, demands, suits, actions, judgments, costs and liabilities (including
attorneys' fees) (each, an "Indemnified Loss") relating to or arising out of any
allegation  that Products furnished under this Agreement infringe or violate any
patent,  copyright,  trade  secret,  trade  name,  trade  dress, mask work, mask
rights,  trademark  or  any  other proprietary right and shall pay all costs and
damages  awarded;provided, the foregoing indemnity shall not apply to the extent
any  such  claim  is  attributable  solely to design specifications furnished by
Buyer  to  Seller.  Buyer shall notify Seller of such claim and permit Seller to
defend  and compromise such claim; provided, Buyer's failure to so notify Seller
shall not diminish Seller's indemnity obligations hereunder except to the extent
any  Buyer's delay in notifying Seller materially prejudices Seller's defense of
such  matter.  If  an  injunction  or  exclusion order preventing the use of the
Products  results  from  such  a claim (or, if Buyer reasonably believes such an
injunction  is likely) Seller shall, at its expense, and at Buyer's request, use
commercially  reasonable efforts to obtain for Buyer the right to continue using
the  Product.  In  the  event  that  Seller  cannot obtain such right for Buyer,
Seller  shall  be deemed to have breached its warranty set forth in the Warranty
Section  above  and  thereupon  Seller  shall  repurchase all such Products from
Buyer  at  the  purchase  price,  and Buyer shall be entitled to such additional
remedies  as  may  be  available  at  law  or  in  equity.

        Seller  shall  indemnify, defend and hold harmless the Buyer Indemnified
Parties  from and against any Indemnified Loss relating to or arising out of any
personal  injury  or  death  resulting  from  (i) the use of any Product or (ii)
Seller's acts or omissions; provided, the foregoing indemnity shall not apply to
the  extent  any  such  claim  is  attributable  solely to design specifications
furnished  by  Buyer  to  Seller.

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7.     LIMITATION  OF  LIABILITY.

IN  NO  EVENT  SHALL  SELLER BE LIABLE TO CUSTOMER OR ANYONE CLAIMING THROUGH OR
UNDER  CUSTOMER,  FOR  ANY LOST PROFITS, LOST SAVINGS, PRODUCTS DOWNTIME OR LOST
DATA  OR  FOR  ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL OR INDIRECT DAMAGES OF ANY
KIND, INCLUDING, BUT NOT LIMITED TO, ARISING FROM OR RELATING TO THE PRODUCTS OR
THIS  AGREEMENT,  EVEN  IF  SELLER  HAS  BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES.  NOTWITHSTANDING  THE  FAILURE  OF  ANY LIMITED REMEDY OF ITS ESSENTIAL
PURPOSE,  THE TOTAL CUMULATIVE LIABILITY OF SELLER TO CUSTOMER FOR ANY CLAIMS OR
CAUSES  OF  ACTION  ARISING  FROM OR RELATING TO THE PRODUCTS OR THIS AGREEMENT,
WHETHER  IN  CONTRACT,  IN  TORT  (INCLUDING NEGLIGENCE) OR OTHERWISE, SHALL NOT
EXCEED THE LESSER OF ONE THOUSAND DOLLARS ( $1,000) OR THE AGGREGATE AMOUNT PAID
TO  SELLER  DURING  THE  TWELVE  (12)  MONTHS  PRECEEDING  THE  CLAIM.  Customer
acknowledges  and  agrees  that  Seller's  pricing  and  the other terms of this
Agreement  are  predicated on the limitations of Seller's liability set forth in
above  and  acknowledges that Seller would not enter into this Agreement without
such  limitations.

8.     CONFIDENTIALITY.

8.1.     Confidentiality.  During  the  Term  and for five (5) years thereafter,
each party (the "Receiving Party") shall maintain in confidence all Confidential
Information  disclosed  to  it  by  the  other  party  (the  "Disclosing Party")
hereunder.  The  Receiving  Party  shall  not  use, disclose or grant use of the
Disclosing  Party's  Confidential  Information except as expressly authorized by
this  Agreement.  To the extent that disclosure is authorized by this Agreement,
the  Receiving  Party  will obtain prior agreement from its employees, agents or
consultants  to whom disclosure is to be made to hold in confidence and not make
use  of  such  information  for  any  purpose other than those permitted by this
Agreement. The Receiving Party will use at least the same standard of care as it
uses  to  protect  its  own  most  confidential  information to ensure that such
employees, agents or consultants do not disclose or make any unauthorized use of
such  Confidential  Information.  The  Receiving  Party will promptly notify the
Disclosing  Party  upon  discovery  of any unauthorized use or disclosure of the
Confidential  Information.

9.     INTELLECTUAL PROPERTY RIGHTS. Except for the right to possess and use the
Products  contemplated  by this Agreement, the delivery and sale of the Products
to  Customer (a) does not convey to Customer or any third party any Intellectual
Property  Rights  in  or  related  to  the  Products,  and (b) does not grant to
Customer or any third party any license under any patents or patent applications
of Seller except for the right to possess and use the Product in accordance with
this  Agreement.  Customer  shall  not, and shall not permit any third party to,
disassemble  or  analyze  the  physical  construction  of  any  Products (or any
component  thereof)  for  any  purpose.

10.     TERM  AND  TERMINATION.

10.1.     TERM.  This  Agreement shall become effective as of the Effective Date
and,  unless  terminated earlier pursuant to this Section 10, shall terminate on
July  31,  2005  (the  "Term").

10.2.     TERMINATION BY CUSTOMER. Customer may terminate this Agreement for any
reason  at any time by giving notice of termination to Seller.  Upon termination
by  Customer  under  this Section 10.2, (i) Customer will forfeit any unrefunded
portion  of  the  Deposit  according  to  the terms of Section 4.5; and (ii) all
purchase  orders  issued  prior to termination for delivery within 150 days will
remain  valid  and  in  full  effect.

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10.3.     TERMINATION  BY  EITHER  PARTY.  Either  party  may  terminate  this
Agreement  on  thirty (30) days notice if Customer has not taken delivery of any
units of the Products for a period six (6) months prior to such notice date.  In
the event of any termination under this Section 10.3, all purchase orders issued
prior to such termination will remain valid and in full effect.  In the event of
any  termination  under  this Section 10.3, Customer will forfeit any unrefunded
portion  of  the  Deposit  according  to  the  terms  of  Section  4.5.

10.4.     Termination on Default.   Either party may terminate this Agreement if
the  other  party  fails to perform any material obligation under this Agreement
and  such  failure is not cured within thirty (30) days following written notice
of such failure to the defaulting party.  Upon termination by either party under
this  Section  10.4,  all  purchase  orders  issued  under  this Agreement shall
immediately  terminate.  In  event of any termination under this Section 10.4 by
Customer  for default by Seller, Seller shall immediately refund to Customer any
unrefunded  portion  of  the  Deposit  paid  by Customer under Section 4.5. Upon
Default by Seller, the parties hereby agree that Seller shall reimburse Customer
for  any  premium  cost ("cover cost") reasonably incurred by Customer to remedy
Seller's  Default.  Reimbursement  should  not exceed 15% sale price per unit of
all undeliverable units remaining. Customer shall be entitled to such additional
remedies  as  may  be available at law or in equity that are consistent with the
terms of this Agreement. In the event of any termination under this Section 10.4
by  Seller for default by Customer, Customer will forfeit any unrefunded portion
of  the  Deposit  according to the terms of Section 4.5.  For default by Seller,
Buyer  shall  have the right to manufacture or have manufactured the products at
its discretion.  To the extent that Buyer does not own the rights to the product
hardware  and  software,  Seller hereby grants to Buyer all rights necessary for
Buyer  to  produce,  manufacture  and/or  have  manufactured  quantities of such
product for distribution by Buyer.  Seller shall provide Buyer access to and use
of  all  items  that  are  necessary  and/or  useful  in  the manufacture of the
products,  including  but  not  limited to, Seller's drawings, software download
images,  bills  of  materials processes, tools, and vendor list.  Buyer reserves
the  right,  with advance notification, to facilities and resources until seller
is  once  again  able  to support the product adequately.  Seller shall bear all
costs  associated with the implementation of Buyer's management team, including,
but  not  limited  to,  travel,  lodging,  and  salary for each team member.  In
addition,  Seller shall bear all costs associated with Buyer's support requested
by  Seller.

10.5.     EFFECTS  OF  TERMINATION.  Upon  termination  or  expiration  of  this
Agreement  for  any  reason:

(a)     All  amounts  due  hereunder  shall  become immediately due and payable;

(b)     Except  for  obligations  arising  under  purchase  orders  that survive
termination of the Agreement, Seller shall have no further obligation to deliver
any  Products  to  Customer.

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(c)     Each  party shall return or destroy all Confidential Information and any
copies  thereof,  disclosed  by  the  other  party  during  the  Term.

(d)     Sections 4 (as to accrued but unpaid amounts), 5, 6, 7, 8, 10.5, 10, and
11 shall survive any expiration or termination of this Agreement for any reason.
All  terms  and conditions of this Agreement shall survive as to purchase orders
remaining  in  effect  beyond  the  date  of  termination.

11.     COMPLIANCE  WITH  LAWS;  EXPORT RESTRICTIONS.  Customer shall obtain all
licenses,  permits  and  approvals required by any jurisdiction and shall comply
with  all  applicable  laws,  rules,  policies  and procedures of the applicable
government  and  any other regulatory agency that Seller notes are available for
export.  Customer  will  indemnify and hold Seller harmless from and against any
liability,  loss  and  expense  (including  without  limitation attorneys' fees)
attributable  to  any  violation  or alleged violation by Customer of such laws,
rules,  policies  or  procedures.  Customer  shall  not  transmit,  export  or
re-export,  directly  or  indirectly,  separately  or as part of any system, the
Product  or  any technical data (including processes and services) received from
Seller,  without  first  obtaining  any  license  required  by  the  applicable
government,  including  without limitation, the U.S. Government and/or any other
applicable  competent  authority.  By  accepting  delivery, Customer agrees that
none  of  the Products or technical data supplied by Seller under this Agreement
will  be  sold  or  otherwise  transferred  to any US-embargoed destination, any
entity  subject  to  a US denial order, or made available for use by or for, any
military  end-user.  Customer  also  certifies  that  none  of  the  products or
technical data supplied by Seller under this Agreement will be sold or otherwise
transferred  to, or made available for use by or for, any entity that is engaged
in the design, development, production or use of nuclear, biological or chemical
weapons  or  missile  technology.

12.     General  Provisions.

12.1.     ASSIGNMENT.  Customer  nor Seller may not assign this Agreement or any
right  under  this  Agreement, nor delegate any obligation under this Agreement,
without Customer or Seller's prior written consent.  Any attempted assignment or
delegation  in  contravention  of  this  Section  11.1  shall  be  void.

12.2.     NON-WAIVER;  SEVERABILITY.  Any  delay  or  failure by either party to
exercise  any right or remedy under this Agreement shall not constitute a waiver
of  such  right  or  remedy  thereafter or of any other right or remedy.  If any
provision  of  this  Agreement  is determined to be unenforceable, the remaining
provisions  shall  remain  in  full  force  and  effect.

12.3.     NOTICES.  All  notices and other communications provided for hereunder
shall  be in writing and shall be mailed by first-class, registered or certified
mail, postage paid, or delivered personally, by overnight delivery service or by
facsimile,  computer  mail  or  other  electronic  means,  with  confirmation of
receipt,  addressed  as  follows:

                                       25
<PAGE>


If  to  Seller:                    SBE,  Inc.
                                   4550  Norris  Canyon  Road
                                   San  Ramon,  CA  94583-1389
                                   Attn:  CFO
                                   Fax  No.  (925)  355-2033

If  to  Customer:                  Compaq  Computer  Corporation
                                   901  Page  Avenue
                                   Fremont,  CA  94538
                                   Attn:  CFO
                                   Fax  No:  (510)  354-4538

Either  party  may  by like notice specify or change an address to which notices
and  communications  shall  thereafter  be  sent.  Notices  sent  by  facsimile,
computer  mail or other electronic means shall be effective upon confirmation of
receipt,  notices  sent by mail or overnight delivery service shall be effective
upon  receipt or upon refusal of delivery, and notices given personally shall be
effective  when  delivered  or  when  delivery  is  refused.

12.4     Publicity. Seller and Customer agree that neither party shall originate
any  press  release  nor  other  public  announcement related to this Agreement,
written or oral, without the prior written consent of the other party, except as
required  by  law  or  a  court  order.

12.5     Force  Majeure. Seller will not be liable for damages caused by failure
to  ship,  or  delay in shipment, resulting from events beyond Seller's control,
such  as  governmental  order or regulation, war, war-like situations, threat of
war,  hostilities,  impossibility of acquisition of components by Seller through
no  fault  of Seller, mobilization, blockage, embargo, revolution, riot, general
strike, fire, flood, earthquake, tsunami, tornado, etc. Once the above causes of
delay  in  performance  are removed, Seller must make every reasonable effort to
allocate  production  capacity to meet the schedules established in all Customer
purchase  order(s).

12.6     Governing  Law  and  Venue.  The  laws of the State of California shall
govern  this  Agreement, as those laws are applied to contracts entered into and
to  be performed entirely in California-by-California residents. Recipient shall
submit  all  claims  it  may  desire  to bring arising out of or related to this
Agreement  or  any  breach  hereof  to a court of applicable jurisdiction in San
Francisco  County, California, and Recipient hereby consents to the jurisdiction
and  venue  of  such  court  if  Seller  brings  a  claim  in  such  court.

12.7     Injunctive  Relief.  The  parties  agree  that  any  unauthorized
duplication, distribution or disclosure of any of the other party's Confidential
Information  will  actually  and materially damage the Disclosing Party and such
damages are difficult to calculate. Seller and Customer agree to comply with the
Source  Control  Documents  as  agreed  to  by  the  parties.

                                       26
<PAGE>

12.8     Entire  Agreement;  Modifications.  This  Agreement,  together with the
exhibits  attached hereto, supersedes all prior oral or written negotiations and
agreements  between  the  parties with respect to the subject matter hereof.  No
modification, variation or amendment of this Agreement shall be effective unless
made  in  writing  and signed by the parties.  Any additional or different terms
stated  in  any purchase order or other document delivered to Seller by Customer
in  connection  with  this  Agreement shall have no effect. Any Master Agreement
shall  not  supersede  the  terms  and  conditions  of  this  Agreement.

In  Witness  Whereof,  Seller and Customer have each caused this Agreement to be
executed  by  their  duly  authorized  representatives as of the Effective Date.


           SBE,  INC.                              COMPAQ  COMPUTER  CORPORATION
           ("SELLER")                              ("CUSTOMER")


      By:  /s/  Timothy J. Repp                       By:  /s/  Robert M. Murden
          ----------------------                         -----------------------
Name:         Timothy J. Repp                            Name:  Robert M. Murden
            -------------------                               ------------------
Title:  Chief  Financial  Officer,                 Title:  Fremont Site Director
              Vice President                        BCSG Supply Chain Management
                                                          Compaq  Computers


                                       27
<PAGE>

                                    EXHIBIT A
                                   PRICE LIST

ITEM                                        PRICE  PER  UNIT  (US  DOLLARS)
----                                        -------------------------------
VCOM-33  Controller  Board  (U40567-A01)          [  ***  ]
VCOM-34  Controller  Board  (U32887-002)               [  ***  ]
VCOM-34  Controller Board (U25022-A04)               [ ***  ]

                              PRODUCT DESCRIPTIONS
                                     VCOM-34
     The  VCOM-34  is  a  high  performance,  68030-based,  multiprotocol serial
communications  controller for VME systems requiring a serial interface to links
transmitting  at  speeds  up  to E1 (2.048Mbps). Four full-duplex, independently
programmable  serial  channels  support  asynchronous, X.25-compatible HDLC, and
bisynchronous  protocols.  The  Zilog  Z16C30  Universal Serial Controller (USC)
coupled  with  a  custom  DMA Controller supports multiple lines at speeds up T1
(1.544Mbps)  or  E1.  The 25MHz 68030 with built-in memory management unit, 1 or
4Mbytes  of  parity-protected DRAM, and up to 1 Mbyte of EPROM provide the ideal
communications controller for high-performance front-end processor applications.
The  VCOM-34 is an excellent serial communications controller for minicomputers,
workstations,  or  data  networking  systems that require a powerful, high-speed
serial  interface  for  high-speed  data  transmission.

                                     VCOM-33

     The  VCOM-33  is  a  high-speed,  6U  VMEbus  interface  to  4  or  16Mbps
(selectable)  IEEE  802.5  Token  Ring  LANs.  Featuring  a  25MHz  68030
microprocessor,  the Texas Instruments TMS380C16 Compressor and 1 or 4 Mbytes of
DRAM,  the  VCOM-33  supports the network and transport layers of communications
protocols  such as TCP/IP. The Commprocessor executes MAC/LLC software (Type 1 &
2)  to  provide  data link level functionality. An optional mezzanine board, the
VMM-34,  can  be added to provide four ports of high-speed, multiprotocol serial
I/O in one VME slot.  Suitable for a wide range of applications, the VCOM-33 can
act  as  a high-performance Token Ring interface for mini or super minicomputers
or,  with  the  optional  source  routing  accelerator,  as  a  controller  in
internetworking  products.


***  CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE  SECURITIES  AND  EXCHANGE  COMMISSION.  CONFIDENTIAL  TREATMENT  HAS  BEEN
REQUESTED  WITH  RESPECT  TO  THE  OMITTED  PORTIONS.
                                       28
<PAGE>

                                    EXHIBIT B
                            PRODUCT LIMITED WARRANTY


SBE,  Inc.,  is  a  California  corporation doing business at 4550 Norris Canyon
Road,  San Ramon, California U.S.A. 94583-1369, (800) 214-4SBE  (herein referred
to  as  "SBE")  and  is  the  Warrantor  of  SBE's  Product.

DEFINITION  OF  TERMS

Product  -  Any board level or   system product that was manufactured or sold by
SBE  to  Customer.

Original  Shipping  Configuration  -  The  configuration  in  which  Product  is
originally  shipped  from  SBE.

LIMITED  WARRANTY  PERIOD

Product  is  warranted  for  a  period  of  twelve  (12) months from the date of
original  shipment  from  SBE  to  Customer  ("Limited  Warranty Period").  When
Product  is  purchased  from  SBE for resale to Customer's customer, the Limited
Warranty  shall  be  valid  for  the  remainder of the original Limited Warranty
Period.  However, SBE will repair the Product or, at its option, replace Product
with  a product of like kind under this Limited Warranty for Customer only.  Any
software  product  is  covered by warranties specified in its individual license
agreement.

COVERED  ITEMS

The  Limited  Warranty  shall cover defects in workmanship or material and shall
conform  to  SBE's  then-current  Product Specification for the Limited Warranty
Period.

LIMITED  WARRANTY  CONDITIONS

This  Limited  Warranty  is  subject  to  the  following  conditions:

1.     This  Limited  Warranty  shall  cover only Product that is sold by SBE to
       Customer.

2.     Product  must  be  eligible  for  this  Limited  Warranty.

3.     SBE  shall  deem  Product  ineligible  for  this  Limited Warranty if it:

     has  been  physically  and/or  electrically  abused;

     has been altered by cutting the board, changing components to devices other
     than the device type originally supplied, changing the wiring, or any other
     alterations  that substantially changes the characteristics of Product such
     that  it  cannot  be  tested with normal testing procedures used by SBE; or

     has  been  damaged  due  to  Electrostatic  Discharge  (ESD).

                                       29
<PAGE>

     In  the event Customer requires repair of Product and Product is ineligible
for  warranty repair, SBE shall provide a repair quotation to Customer and await
written  instructions  from  Customer  to  either authorize the repair or return
Product  without  repair.

4.     Changing jumper configurations and adding normal Product options supplied
by  SBE  are  considered normal usage, and are not a condition of ineligibility.
Any  change  made  to  Product  by Customer, including implementing SBE-approved
Revision  Change  Notices  (RCN), must be performed competently to avoid being a
condition  of  ineligibility.

5.     To return a Product for repair under this Limited Warranty, Customer must
contact  SBE  and  obtain  a  Return  Material  Authorization  (RMA) number, and
instructions  for  returning  the  defective  Product.  The  RMA  number MUST be
contained  in  the  shipping documents on the outside of the Product's packaging
when  returned  to  SBE.

     SBE  shall,  as  Customer's  sole  and  exclusive remedy and SBE's sole and
exclusive  obligation  for  breach of this limited warranty and at SBE's option,
either  repair  Product  or  replace  Product  with a product of like kind at no
charge,  and  ship  it  back  to  Customer  within  thirty (30) days, subject to
availability  of  Product  or  repair  parts.  SBE  will  notify Customer if the
repairs  will  take  longer  than  thirty  (30)  days.  Any replaced or repaired
Product  shall  be  warranted  for  ninety  (90) days or for the duration of the
initial  Limited  Warranty  Period,  whichever  is  longer.

6.     Product  should  be  restored  to  its Original Shipping Configuration by
Customer  for  testing and repair.  If Product is sent to SBE in a configuration
other  than the Original Shipping Configuration, SBE will restore Product to the
Original  Shipping  Configuration  to  facilitate  testing  and  repair.  Any
components  removed  from  Product  to  restore  it  to  its  Original  Shipping
Configuration will be returned to Customer with Product, whenever possible.  SBE
will  not  be  liable  for loss of such components.  Product will be returned to
Customer  in  the  Original  Shipping  Configuration  after  repair and testing.

7.     Upon  request  from  the  Customer,  any Customer approved RCN's shall be
added  to  repaired  Product.  Customer  shall notify SBE upon receipt of an RMA
number.

8.     For  Product  covered  under  this  Limited  Warranty, Customer shall pay
shipping charges to send Product to SBE for repair.  After repair, SBE shall pay
shipping  charges to return Product to Customer using the same method as used by
Customer.  Unless  mutually agreed by both parties, SBE shall not pay (a) excess
shipping  charges  if  shipping  method  specified by Customer is different than
Customer  used  to  send  Product  to  SBE;  or  (b)  any  costs associated with
import/export  fees.

9.     SBE  reserves  the  right  to  invoice  Customer for all costs (including
transportation  both  ways,  expenses  associated with import/export, labor, and
parts)  if  Product  returned  for  repair  under  this Limited Warranty was not
defective  or  otherwise  not  covered  under  this  Limited  Warranty.
                                       30
<PAGE>
10.     SBE  shall  not  be  liable  for  damage  sustained  during  shipment.

IN  NO EVENT WILL SBE BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES THAT
RESULT FROM THE USE OR FAILURE OF ANY SBE PRODUCT, EVEN IF SBE HAS BEEN INFORMED
OF  THE  POSSIBILITY  OF  SUCH  DAMAGES.

EXCEPT  FOR  THE  EXPRESS  WARRANTIES  SET  FORTH HEREIN, NO OTHER WARRANTIES OR
CONDITIONS (EXPRESS OR IMPLIED, ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A
COURSE  OF  DEALING  OR  USAGE  OF TRADE) ARE MADE OR GIVEN.  IN PARTICULAR, SBE
SPECIFICALLY  DISCLAIMS  ANY  IMPLIED  WARRANTY OR CONDITION OF MERCHANTABILITY,
MERCHANTABLE  QUALITY,  OR  FITNESS  FOR  ANY  PURPOSE,  PARTICULAR, SPECIFIC OR
OTHERWISE.


                                       31
<PAGE>