EXHIBIT  4.2

THIS  WARRANT  AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE
NOT  BEEN  REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT").
THIS  WARRANT  AND  THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY
NOT  BE  SOLD,  OFFERED  FOR  SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN
EFFECTIVE  REGISTRATION STATEMENT AS TO THIS WARRANT UNDER THE ACT OR AN OPINION
OF  COUNSEL  REASONABLY  SATISFACTORY TO SBE, INC. THAT SUCH REGISTRATION IS NOT
REQUIRED.

                              Right  to  Purchase 111,111 shares of Common Stock
                              of  SBE,  Inc.  (subject to adjustment as provided
                              herein)

                          COMMON STOCK PURCHASE WARRANT

No.  2002-1                                       Issue  Date:  April  30,  2002

     SBE,  INC.,  a  corporation  organized  under  the  laws  of  Delaware (the
"Company"),  hereby  certifies  that,  for  value  received, STONESTREET LIMITED
PARTNERSHIP  (the  "Holder"),  or assigns, is entitled, subject to the terms set
forth  below, to purchase from the Company from and after the Issue Date of this
Warrant  and  at  any time or from time to time before 5:00 p.m., New York time,
through  three  (3) years after such date (the "Expiration Date"), up to 111,111
fully  paid  and  nonassessable shares of Common Stock (as hereinafter defined),
$.001  par  value  per  share,  of  the Company at a per share purchase price of
$2.00.   The  aforedescribed  purchase price per share, as adjusted from time to
time  as  herein  provided, are referred to herein as the "Purchase Price".  The
number  and  character of such shares of Common Stock and the Purchase Price are
subject  to  adjustment  as  provided  herein.

     As  used herein the following terms, unless the context otherwise requires,
have  the  following  respective  meanings:

     (a)  The  term  "Company" shall include SBE, Inc. and any corporation which
shall  succeed  or  assume  the  obligations  of  SBE,  Inc.  hereunder.

     (b)  The term "Common Stock" includes (a) the Company's Common Stock, $.001
par  value  per  share,  as authorized on the date of the Subscription Agreement
referred  to  in  Section  9 hereof, (b) any other capital stock of any class or
classes  (however  designated) of the Company, authorized on or after such date,
the  holders  of  which  shall  have the right, without limitation as to amount,
either  to all or to a share of the balance of current dividends and liquidating
dividends  after  the  payment  of  dividends  and  distributions  on any shares
entitled  to  preference,  and  the  holders  of  which shall ordinarily, in the
absence  of contingencies, be entitled to vote for the election of a majority of
directors of the Company (even if the right so to vote has been suspended by the
happening  of such a contingency) and (c) any other securities into which or for
which  any  of  the  securities  described  in  (a)  or  (b) may be converted or
exchanged  pursuant  to a plan of recapitalization, reorganization, merger, sale
of  assets  or  otherwise.

     (c)  The  term  "Other  Securities"  refers to any stock (other than Common
Stock)  and  other  securities  of the Company or any other person (corporate or
otherwise)  which  the  holder  of  the Warrant at any time shall be entitled to
receive,  or  shall have received, on the exercise of the Warrant, in lieu of or
in  addition  to  Common  Stock, or which at any time shall be issuable or shall
have  been  issued  in  exchange  for or in replacement of Common Stock or Other
Securities  pursuant  to  Section  4  or  otherwise.

                                        1
<PAGE>
1.     Exercise  of  Warrant.
       ---------------------
     1.1.     Number  of Shares Issuable upon Exercise.  From and after the date
              ----------------------------------------
hereof  through  and  including  the Expiration Date, the holder hereof shall be
entitled  to  receive, upon exercise of this Warrant in whole in accordance with
the  terms  of  subsection  1.2  or  upon  exercise  of  this Warrant in part in
accordance  with  subsection 1.3, shares of Common Stock of the Company, subject
to  adjustment  pursuant  to  Section  4.

     1.2.     Full  Exercise.  This  Warrant  may  be  exercised  in full by the
              --------------
holder  hereof  by  delivery  of  an  original  or facsimile copy of the form of
subscription  attached  as  Exhibit  A  hereto  (the  "Subscription  Form") duly
executed  by  such  holder and surrender of the original Warrant within five (5)
days of exercise, to the Company at its principal office or at the office of its
Warrant  Agent  (as provided hereinafter), accompanied by payment, in cash, wire
transfer  or  by  certified  or  official bank check payable to the order of the
Company,  in  the  amount obtained by multiplying the number of shares of Common
Stock  for  which this Warrant is then exercisable by the Purchase Price then in
effect.

     1.3.     Partial  Exercise.  This Warrant may be exercised in part (but not
              -----------------
for  a  fractional  share) by surrender of this Warrant in the manner and at the
place provided in subsection 1.2 except that the amount payable by the holder on
such partial exercise shall be the amount obtained by multiplying (a) the number
of  shares  of Common Stock designated by the holder in the Subscription Form by
(b)  the  Purchase  Price  then  in  effect.  On  any such partial exercise, the
Company,  at  its expense, will forthwith issue and deliver to or upon the order
of  the  holder  hereof  a  new Warrant of like tenor, in the name of the holder
hereof or as such holder (upon payment by such holder of any applicable transfer
taxes)  may request, the number of shares of Common Stock for which such Warrant
may  still  be  exercised.

     1.4.     Fair Market Value. Fair Market Value of a share of Common Stock as
              -----------------
of a particular date (the "Determination Date") shall mean the Fair Market Value
of a share of the Company's Common Stock. Fair Market Value of a share of Common
Stock  as  of  a  Determination  Date  shall  mean:

     (a)     If the Company's Common Stock is traded on an exchange or is quoted
on  the  National  Association  of  Securities Dealers, Inc. Automated Quotation
("NASDAQ")  National  Market  System, the NASDAQ SmallCap Market or the American
Stock  Exchange,  Inc.,  then  the  closing  or  last  sale price, respectively,
reported for the last business day immediately preceding the Determination Date.

     (b)     If  the  Company's  Common Stock is not traded on an exchange or on
the  NASDAQ  National  Market System, the NASDAQ SmallCap Market or the American
Stock  Exchange,  Inc.,  but  is  traded on the Toronto Stock Exchange or in the
over-the-counter  market,  then  the  mean  of  the closing bid and asked prices
reported for the last business day immediately preceding the Determination Date.

     (c)  Except  as provided in clause (d) below, if the Company's Common Stock
is  not  publicly  traded,  then  as  the Holder and the Company agree or in the
absence  of  agreement by arbitration in accordance with the rules then standing
of the American Arbitration Association, before a single arbitrator to be chosen
from  a  panel  of  persons  qualified  by education and training to pass on the
matter  to  be  decided.

     (d)  If the Determination Date is the date of a liquidation, dissolution or
winding  up,  or any event deemed to be a liquidation, dissolution or winding up
pursuant  to  the Company's charter, then all amounts to be payable per share to
holders  of  the  Common  Stock  pursuant  to  the  charter in the event of such
liquidation, dissolution or winding up, plus all other amounts to be payable per
share  in respect of the Common Stock in liquidation under the charter, assuming
for  the purposes of this clause (d) that all of the shares of Common Stock then
issuable  upon  exercise  of  all  of  the  Warrants  are  outstanding  at  the
Determination  Date.

                                        2
<PAGE>
     1.5.     Company  Acknowledgment.  The  Company  will,  at  the time of the
              -----------------------
exercise  of  the  Warrant, upon the request of the holder hereof acknowledge in
writing  its  continuing obligation to afford to such holder any rights to which
such holder shall continue to be entitled after such exercise in accordance with
the  provisions  of  this  Warrant.  If  the  holder shall fail to make any such
request,  such failure shall not affect the continuing obligation of the Company
to  afford  to  such  holder  any  such  rights.

     1.6.     Trustee  for  Warrant  Holders.  In the event that a bank or trust
              ------------------------------
company  shall  have  been  appointed as trustee for the holders of the Warrants
pursuant to Subsection 3.2, such bank or trust company shall have all the powers
and  duties  of  a warrant agent (as hereinafter described) and shall accept, in
its  own  name for the account of the Company or such successor person as may be
entitled  thereto,  all  amounts  otherwise  payable  to  the  Company  or  such
successor,  as  the  case  may  be, on exercise of this Warrant pursuant to this
Section  1.

     2.1     Delivery  of  Stock  Certificates,  etc.  on  Exercise. The Company
             ------------------------------------------------------
agrees  that  the shares of Common Stock purchased upon exercise of this Warrant
shall  be  deemed  to be issued to the holder hereof as the record owner of such
shares  as  of  the close of business on the date on which this original Warrant
shall  have  been  surrendered and payment made for such shares as aforesaid. As
soon  as  practicable after the exercise of this Warrant in full or in part, and
in  any  event  within  seven  (7)  days  thereafter, the Company at its expense
(including  the  payment  by  it of any applicable issue taxes) will cause to be
issued  in  the  name  of  and delivered to the holder hereof, or as such holder
(upon  payment  by  such  holder of any applicable transfer taxes) may direct in
compliance  with  applicable  securities laws, a certificate or certificates for
the  number  of  duly and validly issued, fully paid and nonassessable shares of
Common  Stock  (or  Other  Securities) to which such holder shall be entitled on
such  exercise, plus, in lieu of any fractional share to which such holder would
otherwise  be  entitled, cash equal to such fraction multiplied by the then Fair
Market  Value  of  one  full  share,  together  with  any  other  stock or other
securities  and property (including cash, where applicable) to which such holder
is  entitled  upon  such  exercise  pursuant  to  Section  1  or  otherwise.

     2.2.     Cashless  Exercise.
              ------------------
     (a)     Payment  may be made either in (i) cash or by certified or official
bank  check  payable  to  the  order of the Company or wire transfer of same day
funds  equal  to  the  applicable  aggregate Purchase Price, (ii) by delivery of
Common  Stock  issuable upon exercise of the Warrants in accordance with Section
(b)  below  or  (iii)  by a combination of any of the foregoing methods, for the
number of Common Shares specified in such form (as such exercise number shall be
adjusted to reflect any adjustment in the total number of shares of Common Stock
issuable  to  the  holder  per  the  terms of this Warrant) and the holder shall
thereupon  be entitled to receive the number of duly authorized, validly issued,
fully-paid  and  non-assessable  shares  of  Common  Stock (or Other Securities)
determined  as  provided  herein.

     (b)     Notwithstanding  any provisions herein to the contrary, if the Fair
Market Value of one share of Common Stock is greater than the Purchase Price (at
the  date of calculation as set forth below), in lieu of exercising this Warrant
for  cash,  upon  consent of the Company, the holder may elect to receive shares
equal to the value (as determined below) of this Warrant (or the portion thereof
being  cancelled)  by  surrender  of this Warrant at the principal office of the
Company together with the properly endorsed Subscription Form in which event the
Company  shall  issue  to the holder a number of shares of Common Stock computed
using  the  following  formula:


                                       3
<PAGE>
               X = Y  (A-B)
                   --------
                       A

    Where     X=    the  number of shares of Common Stock to be issued to
                    the  holder

              Y=    the number of shares of Common Stock purchasable under the
                    Warrant  or,  if  only  a  portion  of  the Warrant is being
                    exercised,  the  portion  of the Warrant being exercised (at
                    the  date  of  such  calculation)

              A=    the  Fair Market Value of one share of the Company's Common
                    Stock (at the date  of  such  calculation)

              B=    Purchase  Price  (as  adjusted  to  the  date  of  such
                    calculation)

     (c)     The  Holder  may not employ the cashless exercise feature described
above  at any time that the Warrant Stock to be issued upon exercise is included
for  unrestricted resale in an effective registration statement or may be resold
pursuant  to  Rule 144 under the Act without restriction on the amount of shares
of  Warrant  Stock  that  may  be  resold  at  one  time.

     3.     Adjustment  for  Reorganization,  Consolidation,  Merger,  etc.
            ---------------------------------------------------------------
     3.1.     Reorganization,  Consolidation,  Merger, etc.  In case at any time
              --------------------------------------------
or  from  time  to  time,  the  Company  shall  (a) effect a reorganization, (b)
consolidate  with  or  merge  into  any  other  person  or  (c)  transfer all or
substantially all of its properties or assets to any other person under any plan
or  arrangement contemplating the dissolution of the Company, then, in each such
case,  as  a  condition  to  the  consummation of such a transaction, proper and
adequate  provision  shall  be  made  by  the Company whereby the holder of this
Warrant,  on the exercise hereof as provided in Section 1, at any time after the
consummation  of  such  reorganization, consolidation or merger or the effective
date  of  such  dissolution,  as  the case may be, shall receive, in lieu of the
Common  Stock  (or  Other  Securities)  issuable  on such exercise prior to such
consummation or such effective date, the stock and other securities and property
(including  cash)  to  which  such  holder  would  have  been entitled upon such
consummation or in connection with such dissolution, as the case may be, if such
holder  had so exercised this Warrant, immediately prior thereto, all subject to
further  adjustment  thereafter  as  provided  in  Section  4.

     3.2.     Dissolution.  In  the  event  of  any  dissolution  of the Company
              -----------
following  the transfer of all or substantially all of its properties or assets,
the Company, prior to such dissolution, shall at its expense deliver or cause to
be  delivered the stock and other securities and property (including cash, where
applicable)  receivable  by the holders of the Warrants after the effective date
of such dissolution pursuant to this Section 3 to a bank or trust company having
its  principal  office  in New York, NY, as trustee for the holder or holders of
the  Warrants.

     3.3.    Continuation  of Terms.  Upon any reorganization, consolidation,
             ----------------------
merger  or  transfer (and any dissolution following any transfer) referred to in
this  Section  3,  this  Warrant shall continue in full force and effect and the
terms hereof shall be applicable to the shares of stock and other securities and
property  receivable  on  the exercise of this Warrant after the consummation of
such  reorganization,  consolidation  or  merger  or  the  effective  date  of
dissolution  following  any  such  transfer,  as  the  case may be, and shall be
binding upon the issuer of any such stock or other securities, including, in the
case  of any such transfer, the person acquiring all or substantially all of the
properties  or  assets  of  the  Company,  whether or not such person shall have
expressly  assumed  the  terms  of this Warrant as provided in Section 4. In the
event  this  Warrant  does  not  continue  in  full  force  and effect after the
consummation  of  the transaction described in this Section 3, then only in such
event  will  the  Company's  securities  and  property  (including  cash,  where
applicable)  receivable  by  the  holders  of  the  Warrants be delivered to the
Trustee  as  contemplated  by  Section  3.2.
                                        4
<PAGE>

     4.     Extraordinary  Events Regarding Common Stock.  In the event that the
            --------------------------------------------
Company  shall  (a) issue additional shares of the Common Stock as a dividend or
other  distribution  on  outstanding Common Stock, (b) subdivide its outstanding
shares of Common Stock or (c) combine its outstanding shares of the Common Stock
into  a  smaller number of shares of the Common Stock, then, in each such event,
the  Purchase  Price  shall, simultaneously with the happening of such event, be
adjusted  by multiplying the then Purchase Price by a fraction, the numerator of
which  shall  be  the  number  of shares of Common Stock outstanding immediately
prior  to  such event and the denominator of which shall be the number of shares
of  Common  Stock  outstanding  immediately after such event, and the product so
obtained  shall  thereafter  be  the Purchase Price then in effect. The Purchase
Price, as so adjusted, shall be readjusted in the same manner upon the happening
of any successive event or events described herein in this Section 4. The number
of  shares  of Common Stock that the holder of this Warrant shall thereafter, on
the  exercise  hereof  as provided in Section 1, be entitled to receive shall be
increased  to  a number determined by multiplying the number of shares of Common
Stock  that  would  otherwise  (but  for  the  provisions  of this Section 4) be
issuable  on  such  exercise  by  a  fraction  of which (a) the numerator is the
Purchase  Price  that would otherwise (but for the provisions of this Section 4)
be  in  effect,  and  (b) the denominator is the Purchase Price in effect on the
date  of  such  exercise.

     5.     Certificate  as  to  Adjustments.  In each case of any adjustment or
            --------------------------------
readjustment in the shares of Common Stock (or Other Securities) issuable on the
exercise  of  the  Warrants,  the Company at its expense will promptly cause its
Chief Financial Officer or other appropriate designee to compute such adjustment
or  readjustment  in  accordance  with  the  terms  of the Warrant and prepare a
certificate  setting forth such adjustment or readjustment and showing in detail
the  facts  upon  which  such  adjustment  or readjustment is based, including a
statement of (a) the consideration received or receivable by the Company for any
additional shares of Common Stock (or Other Securities) issued or sold or deemed
to  have been issued or sold, (b) the number of shares of Common Stock (or Other
Securities)  outstanding  or deemed to be outstanding and (c) the Purchase Price
and  the  number  of shares of Common Stock to be received upon exercise of this
Warrant,  in  effect immediately prior to such adjustment or readjustment and as
adjusted  or  readjusted as provided in this Warrant. The Company will forthwith
mail  a  copy  of  each  such  certificate  to the holder of the Warrant and any
Warrant  Agent  of  the  Company  (appointed  pursuant  to  Section  11 hereof).

6.     Reservation  of  Stock,  etc.  Issuable on Exercise of Warrant; Financial
       -------------------------------------------------------------------------
Statements.   From and after the Issue Date of this Warrant, the Company will at
-----------
all  times  reserve  and keep available, solely for issuance and delivery on the
exercise  of the Warrants, all shares of Common Stock (or Other Securities) from
time to time issuable on the exercise of the Warrant.  This Warrant entitles the
holder  hereof  to  receive  copies  of  all  financial  and  other  information
distributed or required to be distributed to the holders of the Company's Common
Stock.

     7.     Assignment;  Exchange  of  Warrant.  Subject  to  compliance  with
            ----------------------------------
applicable  securities  laws, this Warrant, and the rights evidenced hereby, may
be  transferred by any registered holder hereof (a "Transferor") with respect to
any  or  all  of the Shares. On the surrender for exchange of this Warrant, with
the  Transferor's  endorsement  in  the  form  of Exhibit B attached hereto (the
"Transferor  Endorsement  Form")  and  together  with  evidence  reasonably
satisfactory  to the Company demonstrating compliance with applicable securities
laws,  the  Company  at  its  expense, but with payment by the Transferor of any
applicable  transfer  taxes)  will  issue  and deliver to or on the order of the
Transferor  thereof  a new Warrant or Warrants of like tenor, in the name of the
Transferor  and/or  the  transferee(s)  specified in such Transferor Endorsement
Form  (each  a  "Transferee"),  calling  in  the  aggregate on the face or faces
thereof for the number of shares of Common Stock called for on the face or faces
of  the  Warrant  so  surrendered  by  the  Transferor.

                                        5
<PAGE>
     8.     Replacement  of  Warrant.  On  receipt  of  evidence  reasonably
            ------------------------
satisfactory  to  the  Company  of the loss, theft, destruction or mutilation of
this  Warrant  and,  in  the case of any such loss, theft or destruction of this
Warrant,  on  delivery  of  an  indemnity  agreement  or  security  reasonably
satisfactory  in  form  and  amount  to  the Company or, in the case of any such
mutilation,  on  surrender  and cancellation of this Warrant, the Company at its
expense  will execute and deliver, in lieu thereof, a new Warrant of like tenor.

     9.     Registration Rights.  The Holder of this Warrant has been granted
            -------------------
certain  registration  rights by the Company which are not assignable by Holder.
These registration rights are set forth in a Subscription Agreement entered into
by the Company and a Subscriber of the Company's Common Stock at or prior to the
issue  date  of  this  Warrant.  The  terms  of  the  Subscription Agreement are
incorporated herein by this reference. Upon the occurrence of a Non-Registration
Event,  as  defined  in  the Subscription Agreement, in the event the Company is
unable  to  issue  Common  Stock  upon  exercise  of  this Warrant that has been
registered  in  a  Registration  Statement  described  in  Section  8.1  of  the
Subscription  Agreement,  within  the time periods described in the Subscription
Agreement,  which  Registration  Statement must be effective for the periods set
forth in the Subscription Agreement, then the Purchase Price shall be reduced by
ten  cents  ($.10) for each thirty (30) days or part thereof for so long as such
Non-Registration  Event  shall  continue.  The  foregoing  notwithstanding,  the
Purchase  Price  shall  not  be reduced by more than 50% of the initial Purchase
Price  as  adjusted  from  time  to  time  as  herein  provided.

     10.     Maximum  Exercise.  The  Holder  shall  not be entitled to exercise
             -----------------
this  Warrant  on  an exercise date, in connection with that number of shares of
Common  Stock which would be in excess of the sum of (i) the number of shares of
Common  Stock beneficially owned by the Holder and its affiliates on an exercise
date,  and  (ii) the number of shares of Common Stock issuable upon the exercise
of  this  Warrant  with respect to which the determination of this limitation is
being  made  on  an exercise date, which would result in beneficial ownership by
the  Holder  and  its affiliates of more than 4.99% of the outstanding shares of
Common  Stock  of the Company on such date.  For the purposes of the immediately
preceding  sentence, beneficial ownership shall be determined in accordance with
Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation
13d-3  thereunder.  Subject to the foregoing, the Holder shall not be limited to
aggregate  exercises  which would result in the issuance of more than 4.99%.  It
is  solely  the  responsibility  of the Holder to determine beneficial ownership
amounts.   The  restriction  described  in  this  paragraph  may be revoked upon
seventy-five  (75) days prior notice from the Holder to the Company.  The Holder
may allocate which of the equity of the Company deemed beneficially owned by the
Subscriber shall be included in the 4.99% amount described above and which shall
be  allocated  to  the  excess  above  4.99%.

     11.     Warrant  Agent.  The  Company  may,  by  written notice to the each
             --------------
holder  of the Warrant, appoint an agent for the purpose of issuing Common Stock
(or  Other  Securities)  on  the exercise of this Warrant pursuant to Section 1,
exchanging  this  Warrant  pursuant  to  Section  7,  and replacing this Warrant
pursuant  to  Section  8,  or  any  of  the  foregoing,  and thereafter any such
issuance,  exchange  or  replacement,  as the case may be, shall be made at such
office  by  such  agent.

     12.     Transfer on the Company's Books.  Until this Warrant is transferred
             -------------------------------
on  the books of the Company, the Company may treat the registered holder hereof
as the absolute owner hereof for all purposes, notwithstanding any notice to the
contrary.

     13.     Notices.  All notices, demands, requests, consents, approvals, and
             -------
other  communications  required or permitted hereunder to the Holder shall be in
writing  at such address as may have been furnished to the Company in writing by
such


                                        6
<PAGE>
holder  or,  until any such holder furnishes to the Company an address, then to,
and  at  the address of, the last holder of this Warrant who has so furnished an
address  to  the  Company  and,  unless otherwise specified herein, shall be (i)
personally  served,  (ii) deposited in the mail, registered or certified, return
receipt  requested,  postage  prepaid,  (iii) delivered by reputable air courier
service with charges prepaid, or (iv) transmitted by hand delivery, telegram, or
facsimile,  addressed  as set forth below or to such other address as such party
shall  have  specified  most  recently  by  written notice.  Any notice or other
communication  required  or  permitted  to  be  given  hereunder shall be deemed
effective  (a)  upon  hand  delivery  or  delivery  by  facsimile, with accurate
confirmation  generated by the transmitting facsimile machine, at the address or
number  designated  below (if delivered on a business day during normal business
hours  where such notice is to be received), or the first business day following
such  delivery (if delivered other than on a business day during normal business
hours  where  such  notice  is to be received) or (b) on the second business day
following  the  date  of  mailing  by  express  courier  service, fully prepaid,
addressed  to  such  address,  or upon actual receipt of such mailing, whichever
shall  first  occur.

   14.     Miscellaneous. This Warrant and any term hereof may be changed,
           -------------
waived,  discharged or terminated only by an instrument in writing signed by the
party against which enforcement of such change, waiver, discharge or termination
is  sought.  This Warrant shall be construed and enforced in accordance with and
governed  by the laws of New York. Any dispute relating to this Warrant shall be
adjudicated  in  New  York County in the State of New York. The headings in this
Warrant  are  for  purposes  of reference only, and shall not limit or otherwise
affect  any  of  the  terms  hereof.  The  invalidity or unenforceability of any
provision  hereof  shall  in no way affect the validity or enforceability of any
other  provision.


IN  WITNESS  WHEREOF, the Company has executed this Warrant as of the date first
written  above.

          SBE,  INC.



          By:  /s/  William  B.  Heye
          ----------------------------
          President  &  CEO

Witness:


/s/ David  W.  Brunton
-----------------------
    Secretary



                                        7

<PAGE>
                                    EXHIBIT A

                              FORM OF SUBSCRIPTION
                   (to be signed only on exercise of Warrant)

TO:  SBE,  INC.

The  undersigned,  pursuant  to the provisions set forth in the attached Warrant
(No.____),  hereby  irrevocably  elects  to  purchase  (check  applicable  box):

___     ________  shares  of  the  Common  Stock  covered  by  such  Warrant; or

___     the  maximum  number  of  shares of Common Stock covered by such Warrant
        pursuant to the cashless  exercise  procedure set forth  in  Section  2.

The  undersigned  herewith  makes  payment  of  the full purchase price for such
shares  at  the  price  per  share  provided  for  in  such  Warrant,  which  is
$___________.  Such  payment  takes the form of (check applicable box or boxes):

___     $__________  in  lawful  money  of  the  United  States;  and/or

___     the  cancellation  of  such  portion  of  the  attached  Warrant  as  is
exercisable  for  a total of _______ shares of Common Stock (using a Fair Market
Value  of  $_______  per  share  for  purposes  of  this  calculation);  and/or

___     the  cancellation  of  such  number  of  shares  of  Common  Stock as is
necessary,  in  accordance  with the formula set forth in Section 2, to exercise
this  Warrant  with  respect  to  the  maximum  number of shares of Common Stock
purchasable  pursuant to the cashless exercise procedure set forth in Section 2.

The  undersigned requests that the certificates for such shares be issued in the
name  of, and delivered to _____________________________________________________
whose  address  is  ____________________________________________________________
______________________________________________________________________________.

The  undersigned  represents  and  warrants  that  all  offers  and sales by the
undersigned of the securities issuable upon exercise of the within Warrant shall
be made pursuant to registration of the Common Stock under the Securities Act of
1933,  as  amended  (the  "Securities  Act"),  or  pursuant to an exemption from
registration  under  the  Securities  Act.


                                 ______________________________________________
                                 (Signature  must  conform to name of holder as
                                 specified on the face of the Warrant)



Dated:___________________

                                 ______________________________________________
                                 ______________________________________________
                                 (Address)




                                        8
<PAGE>

                                    EXHIBIT B


                         FORM OF TRANSFEROR ENDORSEMENT
                   (To be signed only on transfer of Warrant)

     For  value  received,  the undersigned hereby sells, assigns, and transfers
unto  the  person(s)  named  below  under  the  heading  "Transferees" the right
represented  by  the  within  Warrant  to  purchase the percentage and number of
shares  of  Common  Stock  of  SBE,  INC.  to  which  the within Warrant relates
specified  under the headings "Percentage Transferred" and "Number Transferred,"
respectively,  opposite  the  name(s)  of  such person(s) and appoints each such
person  Attorney to transfer its respective right on the books of SBE, INC. with
full  power  of  substitution  in  the  premises.

          Transferees     Percentage Transferred     Number Transferred
          -----------     ----------------------     ------------------




                                            ___________________________________
Dated:  ______________,  ________           (Signature  must  conform to name
                                            of holder as specified on the face
                                            of the warrant)




Signed  in  the  presence  of:

____________________________________        ___________________________________
 (Name)                                     ___________________________________
                                            (address)

ACCEPTED  AND  AGREED:                      ___________________________________
[TRANSFEREE]                                ___________________________________
                                            (address)

____________________________________
 (Name)



                                        9
<PAGE>