EXHIBIT  4.3

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  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.
                                    SBE, INC.

                        WARRANT TO PURCHASE COMMON STOCK

NO.  2002-2                                                     APRIL  30,  2002

     THIS  CERTIFIES  THAT,  for  value received, VINTAGE PARTNERS LLC, with its
residence  at  50  Rockefeller  Plaza,  Suite 1038, New York, New York 10020, or
assigns  (the  "Holder"),  is  entitled  to  subscribe  for  and purchase at the
Exercise  Price (defined below) from SBE, Inc., a Delaware corporation, with its
principal  office  at  2305 Camino Ramon, Suite 200, San Ramon, California 94583
(the  "Company")  up to eleven thousand four hundred twenty-nine (11,429) shares
of  the  Common  Stock  of  the  Company  (the  "Common  Stock").

1.     DEFINITIONS.  As  used  herein,  the  following  terms  shall  have  the
following  respective  meanings:

     (a) "Exercise Period" shall mean the period commencing with the date hereof
and  ending  three  years  from  the  date  hereof,  unless sooner terminated as
provided  below.

     (b)  "Exercise  Price"  shall  mean  $3.50 per share, subject to adjustment
pursuant  to  Section  5  below.

     (c)  "Exercise  Shares" shall mean the shares of the Company's Common Stock
issuable  upon  exercise  of  this  Warrant.

2.     EXERCISE  OF  WARRANT.  The  rights  represented  by  this Warrant may be
exercised  in  whole  or  in  part  at  any  time during the Exercise Period, by
delivery  of  the following to the Company at its address set forth above (or at
such  other  address  as  it  may designate by notice in writing to the Holder):

     (a)  An  executed  Notice  of  Exercise  in  the  form  attached  here to;

     (b)  Payment  of the Exercise Price either (i) in cash or by check, or (ii)
by  cancellation  of  indebtedness;  and

     (c)  This  Warrant.

<PAGE>
     Upon  the exercise of the rights represented by this Warrant, a certificate
or  certificates for the Exercise Shares so purchased, registered in the name of
the  Holder  or persons affiliated with the Holder, if the Holder so designates,
shall  be  issued and delivered to the Holder within a reasonable time after the
rights  represented  by  this  Warrant  shall  have  been  so  exercised.

     The  person  in  whose  name  any  certificate or certificates for Exercise
Shares  are  to  be issued upon exercise of this Warrant shall be deemed to have
become the holder of record of such shares on the date on which this Warrant was
surrendered and payment of the Exercise Price was made, irrespective of the date
of  delivery  of  such  certificate or certificates, except that, if the date of
such  surrender  and  payment  is  a  date  when the stock transfer books of the
Company  are  closed,  such  person shall be deemed to have become the holder of
such  shares  at  the close of business on the next succeeding date on which the
stock  transfer  books  are  open.

     2.1 NET EXERCISE. Notwithstanding any provisions herein to the contrary and
except  as  may be limited by the Board of Directors of the Company as set forth
below,  if  the  fair market value of one share of the Company's Common Stock is
greater than the Exercise Price (at the date of calculation as set forth below),
in  lieu  of exercising this Warrant by payment of cash, the Holder may elect to
receive  shares equal to the value (as determined below) of this Warrant (or the
portion  thereof  being  canceled) by surrendering this Warrant at the principal
office  of the Company together with the properly endorsed Notice of Exercise in
which  event  the Company shall issue to the Holder a number of shares of Common
Stock  computed  using  the  following  formula:

      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  canceled  (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  =  Exercise  Price  (as  adjusted  to  the  date  of  such
          calculation);

     For  purposes  of  the  above calculation, if the Company's Common Stock is
listed on any established stock exchange or traded on the Nasdaq National Market
or  the  Nasdaq  SmallCap  Market,  the fair market value of one share of Common
Stock  shall  be the closing sales price for such stock (or the mid-point of the
bid  and  ask price at the closing, if no sales were reported) as quoted on such
exchange  or  market  (or  the  exchange  or  market with the greatest volume of
trading  in the Common Stock) on the last market trading day prior to the day of
determination,  as  reported  in the Wall Street Journal or such other source as
the  Company's  Board  of  Directors  deems  reliable.

<PAGE>
3.     COVENANTS  OF  THE  COMPANY.

     3.1  COVENANTS AS TO EXERCISE SHARES. The Company covenants and agrees that
all  Exercise  Shares  that  may  be  issued  upon  the  exercise  of the rights
represented  by  this  Warrant  will,  upon  issuance,  be  validly  issued  and
outstanding,  fully  paid  and nonassessable, and free from all taxes, liens and
charges  with respect to the issuance thereof. The Company further covenants and
agrees  that  the  Company  will  at  all times during the Exercise Period, have
authorized  and  reserved,  free  from preemptive rights, a sufficient number of
shares of its Common Stock to provide for the exercise of the rights represented
by  this  Warrant.  If  at  any  time  during  the Exercise Period the number of
authorized but unissued shares of Common Stock shall not be sufficient to permit
exercise of this Warrant, the Company will take such corporate action as may, in
the opinion of its counsel, be necessary to increase its authorized but unissued
shares  of Common Stock to such number of shares as shall be sufficient for such
purposes.

     3.2  NO  IMPAIRMENT.  Except and to the extent as waived or consented to by
the  Holder,  the  Company  will  not,  by  amendment  of  its  Certificate  of
Incorporation  or through any reorganization, transfer of assets, consolidation,
merger,  dissolution, issue or sale of securities or any other voluntary action,
avoid  or  seek to avoid the observance or performance of any of the terms to be
observed  or  performed  hereunder by the Company, but will at all times in good
faith  assist  in  the carrying out of all the provisions of this Warrant and in
the  taking  of  all  such action as may be necessary or appropriate in order to
protect  the  exercise  rights  of  the  Holder  against  impairment.

     3.3  NOTICES OF RECORD DATE. In the event of any taking by the Company of a
record  of the holders of any class of securities for the purpose of determining
the  holders thereof who are entitled to receive any dividend (other than a cash
dividend which is the same as cash dividends paid in previous quarters) or other
distribution,  the  Company shall mail to the Holder, at least fifteen (15) days
prior  to  the  date specified herein, a notice specifying the date on which any
such  record  is  to  be taken for the purpose of such dividend or distribution.

4.     REPRESENTATIONS  OF  HOLDER.

     4.1  ACQUISITION OF WARRANT FOR PERSONAL ACCOUNT. The Holder represents and
warrants  that it is acquiring the Warrant solely for its account for investment
and  not  with a view to or for sale or distribution of said Warrant or any part
thereof.  The  Holder  also  represents  that  the  entire  legal and beneficial
interests  of  the  Warrant and Exercise Shares the Holder is acquiring is being
acquired  for,  and  will  be  held  for,  its  account  only.

     4.2  SECURITIES  ARE  NOT  REGISTERED.

     (a)  The  Holder  understands that the Warrant and the Exercise Shares have
not  been registered under the Securities Act of 1933, as amended (the "Act") on
the  basis that no distribution or public offering of the Exercise Shares of the
Company  is to be effected. The Holder realizes that the basis for the exemption
may  not  be  present  if, notwithstanding its representations, the Holder has a
present intention of acquiring the securities for a fixed or determinable period
in  the  future,  selling  (in  connection  with  a  distribution or otherwise),
granting  any  participation  in,  or otherwise distributing the securities. The
Holder  has  no  such  present  intention.
<PAGE>
     (b)  The Holder recognizes that the Warrant and the Exercise Shares must be
held  indefinitely  unless  they are subsequently registered under the Act or an
exemption  from  such  registration  is  available.

     (c)  The  Holder  is aware that neither the Warrant nor the Exercise Shares
may be sold pursuant to Rule 144 adopted under the Act unless certain conditions
are met, including, among other things, the existence of a public market for the
shares,  the  availability  of  certain  current  public  information  about the
Company, the resale following the required holding period under Rule 144 and the
number  of  shares  being  sold  during  any  three  month  period not exceeding
specified  limitations.  Holder  is  aware  that,  while a public market for the
shares  currently  exists  and  the  required  public  information  is currently
available,  the Holder must meet the holding period requirement for resale under
Rule  144  and  the  conditions  for  resale  set  forth  in Rule 144 may not be
satisfied  in  the  future.

     4.3  DISPOSITION  OF  WARRANT  AND  EXERCISE  SHARES.

     (a)  The  Holder  further  agrees not to make any disposition of all or any
part  of  the  Warrant  or  Exercise  Shares  in  any  event  unless  and until:

     (i) There is then in effect a registration statement under the Act covering
such  proposed  disposition and such disposition is made in accordance with said
registration  statement;  or

     (ii)  (A)  the  Holder  shall  have  notified  the  Company of the proposed
disposition  and  shall  have furnished the Company with a detailed statement of
the  circumstances  surrounding  the  proposed  disposition,  and  if reasonably
requested  by  the  Company  and (B) the Holder shall have furnished the Company
with  an  opinion  of  counsel,  reasonably satisfactory to the Company, for the
Holder to the effect that such disposition will not require registration of such
Warrant  or  Exercise  Shares  under  the Act or any applicable state securities
laws,  provided however, it is agreed that the Company will not require opinions
of  counsel  for  transactions  made  pursuant  to  Rule  144  except in unusual
circumstances;  or

     (iii)  Notwithstanding  the  provisions of paragraphs (i) or (ii) above, no
such letter from the SEC, registration statement, or opinion of counsel shall be
necessary  for a transfer by a Holder which is (A) a partnership to its partners
or  former  partners  in  accordance  with  partnership interests, (B) a limited
liability  company  to  its  members  or former members in accordance with their
interest  in the limited liability company, or (C) to the Holder's family member
or trust for the benefit of an individual Holder; provided that in each case the
Holder  shall  have notified the Company of the proposed transfer or disposition
at  least  10  days prior to such transfer and the transferee will be subject to
the  terms of this Agreement to the same extent as if he were an original Holder
hereunder.
<PAGE>
     (b)  The Holder understands and agrees that all certificates evidencing the
shares  to  be  issued  to  the  Holder  may  bear  the  following  legends:

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

          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 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.

     5. ADJUSTMENT OF EXERCISE PRICE. In the event of changes in the outstanding
Common  Stock  of  the  Company  by  reason  of  stock  dividends,  split-ups,
recapitalizations,  reclassifications,  combinations  or  exchanges  of  shares,
separations, reorganizations, liquidations, or the like, the number and class of
shares available under the Warrant in the aggregate and the Exercise Price shall
be  correspondingly  adjusted to give the Holder of the Warrant, on exercise for
the  same  aggregate Exercise Price, the total number, class, and kind of shares
as the Holder would have owned had the Warrant been exercised prior to the event
and had the Holder continued to hold such shares until after the event requiring
adjustments.  The  form  of  this  Warrant  need  not  be changed because of any
adjustment  in  the  number  of  Exercise  Shares  subject  to  this  Warrant.

     6.  FRACTIONAL  SHARES.  No  fractional  shares  shall  be  issued upon the
exercise of this Warrant as a consequence of any adjustment pursuant hereto. All
Exercise Shares (including fractions) issuable upon exercise of this Warrant may
be  aggregated  for purposes of determining whether the exercise would result in
the  issuance of any fractional share. If, after aggregation, the exercise would
result  in  the  issuance  of  a fractional share, the Company shall, in lieu of
issuance  of  any  fractional  share,  pay the Holder otherwise entitled to such
fraction  a sum in cash equal to the product resulting from multiplying the then
current  fair  market  value  of  an  Exercise  Share  by  such  fraction.

     7.  EARLY  TERMINATION  OR SALE, MERGER OR CONSOLIDATION OF THE COMPANY. In
the  event  of,  at  any  time  during  the  Exercise  Period,  any  capital
reorganization,  or  any  reclassification  of  the capital stock of the Company
(other  than  a  change in par value or from par value to no par value or no par
value  to  par value or as a result of a stock dividend or subdivision, split-up
or  combination  of shares) ("Recapitalization"), or the consolidation or merger
of  the  Company  with  or  into  another  where  the  holders  of the Company's
securities  before  the  transaction  beneficially  own  less  than  50%  of the
outstanding  voting  securities  of  the  surviving entity after the transaction
("Acquisition"),  or  the  sale or other disposition of all or substantially all
the  properties  and  assets  of the Company in its entirety to any other person
("Asset  Sale"),  the  Company  shall  provide  to  the Holder fifteen (15) days

<PAGE>
advance  written notice of such Recapitalization, Acquisition or Asset Sale.  If
this  Warrant  is not exercised prior to the occurrence of such Asset Sale, then
this  Warrant  shall  terminate.  If  this Warrant is not exercised prior to the
occurrence  of  such  Recapitalization or Acquisition, then it shall survive the
closing of such Recapitalization or Acquisition and shall be exercisable for the
same  securities,  cash  and  property  as would be payable for the Common Stock
issuable  upon  exercise  of  the unexercised portion of this Warrant as if such
shares  of  Common  Stock  were  outstanding  on  the  record  date  for  the
Recapitalization  or  Acquisition.  The  Exercise  Price  shall  be  adjusted
accordingly.

     8.  NO  STOCKHOLDER RIGHTS. This Warrant in and of itself shall not entitle
the Holder to any voting rights or other rights as a stockholder of the Company.

     9.  TRANSFER  OF WARRANT. Subject to applicable laws and the restriction on
transfer  set  forth  on  the  first  page of this Warrant, this Warrant and all
rights hereunder are transferable, by the Holder in person or by duly authorized
attorney,  upon  delivery  of  this  Warrant and the form of assignment attached
hereto  to  any  transferee  designated  by Holder. The transferee shall sign an
investment  letter  in  form  and  substance  satisfactory  to  the  Company.

     10.  LOST, STOLEN, MUTILATED OR DESTROYED WARRANT. If this Warrant is lost,
stolen,  mutilated  or destroyed, the Company may, on such terms as to indemnity
or  otherwise  as  it  may  reasonably  impose  (which  shall,  in the case of a
mutilated  Warrant,  include the surrender thereof), issue a new Warrant of like
denomination  and  tenor as the Warrant so lost, stolen, mutilated or destroyed.
Any  such new Warrant shall constitute an original contractual obligation of the
Company,  whether  or  not  the  allegedly  lost, stolen, mutilated or destroyed
Warrant  shall  be  at  any  time  enforceable  by  anyone.

     11.  NOTICES,  ETC. All notices required or permitted hereunder shall be in
writing and shall be deemed effectively given: (a) upon personal delivery to the
party  to  be  notified,  (b)  when sent by confirmed telex or facsimile if sent
during normal business hours of the recipient, if not, then on the next business
day,  (c)  five (5) days after having been sent by registered or certified mail,
return receipt requested, postage prepaid, or (d) one (1) day after deposit with
a  nationally  recognized  overnight courier, specifying next day delivery, with
written verification of receipt. All communications shall be sent to the Company
at  2305  Camino Ramon, Suite 200, San Ramon, California 94583, Attention: Chief
Financial  Officer  (fax: (925) 355-2033) with a copy to Laura Randall Woodhead,
Cooley Godward LLP, One Maritime Plaza, 20th Floor, San Francisco, CA 94111, and
to  Holder  at  50 Rockefeller Plaza, Suite 1038, New York, New York 10020 or at
such  other  address  as  the  Company  or Holder may designate by ten (10) days
advance  written  notice  to  the  other  parties  hereto.

     12.  ACCEPTANCE.  Receipt  of  this  Warrant by the Holder shall constitute
acceptance of and agreement to all of the terms and conditions contained herein.

     13. GOVERNING LAW. This Warrant and all rights, obligations and liabilities
hereunder  shall  be  governed  by  the  laws  of  the  State  of  Delaware.
<PAGE>
     IN  WITNESS  WHEREOF, the Company has caused this Warrant to be executed by
its  duly  authorized  officer  as  of  April  30,  2002.


                            SBE,  INC.

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

ATTEST:


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


<PAGE>
                               NOTICE OF EXERCISE

TO:  SBE,  INC.

     (1)  ____    The  undersigned  hereby elects to purchase ________ shares of
the  Common  Stock  of  SBE,  Inc.  (the "Company") pursuant to the terms of the
attached  Warrant,  and  tenders herewith payment of the exercise price in full,
together  with  all  applicable  transfer  taxes,  if  any.

          ____    The undersigned hereby elects to purchase ______ shares of the
Common  Stock  of  SBE,  Inc.  (the  "Company") pursuant to the terms of the net
exercise  provisions set forth in Section 2.1 of the attached Warrant, and shall
tender  payment  of  all  applicable  transfer  taxes,  if  any.

     (2)     Please issue a certificate or certificates representing said shares
of  Common  Stock  in  the  name  of the undersigned or in such other name as is
specified  below:
                            ________________________
                                     (Name)
                            ________________________
                            ________________________
                                    (Address)

     (3)     The  undersigned represents that (i) the aforesaid shares of Common
Stock  are  being acquired for the account of the undersigned for investment and
not  with  a view to, or for resale in connection with, the distribution thereof
in violation of applicable securities laws; (ii) the undersigned is aware of the
Company's  business  affairs and financial condition and has acquired sufficient
information  about  the  Company to reach an informed and knowledgeable decision
regarding its investment in the Company; (iii) the undersigned is experienced in
making  investments  of  this  type  and  has  such  knowledge and background in
financial and business matters that the undersigned is capable of evaluating the
merits  and  risks  of  this  investment  and  protecting  the undersigned's own
interests;  (iv) other than rights that may have been granted to the undersigned
pursuant  to the Registration Rights Agreement dated between the undersigned and
the  Company,  the undersigned understands that the Company has no obligation to
register the shares of Common Stock issuable upon exercise of this Warrant under
the  Securities  Act  of 1933, as amended (the "Securities Act"), and unless the
shares  are  registered under the Securities Act, they must be held indefinitely
unless  subsequently  registered  under  the Securities Act or an exemption from
such  registration is available; (v) the undersigned is aware that the aforesaid
shares  of  Common  Stock may not be sold pursuant to Rule 144 adopted under the
Securities  Act  unless certain conditions are met and until the undersigned has
held  the  shares  for  the number of years prescribed by Rule 144; and (vi) the
undersigned  agrees  not  to  make  any  disposition  of  all or any part of the
aforesaid  shares  of  Common  Stock  unless and until there is then in effect a
registration  statement  under  the  Securities  Act  covering  such  proposed
disposition  and  such  disposition is made in accordance with said registration
statement,  or  the Company is otherwise satisfied that such registration is not
required.

                                          _______________________________
____________________________              (Signature)
(Date)
                                          _______________________________
                                          (Print  name)

<PAGE>
                                 ASSIGNMENT FORM

                (To  assign  the  foregoing  Warrant, execute this
                form  and  supply required information. Do not use
                this  form  to  purchase  shares.)


     FOR  VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby
are  hereby  assigned  to

Name: _____________________________________________________
                                 (Please Print)
Address: __________________________________________________
                                 (Please Print)
Dated:  __________,  20__

Holder's
Signature: ___________________________

Holder's
Address:   ___________________________

NOTE:  The signature to this Assignment Form must correspond with the name as it
appears  on  the  face  of the Warrant, without alteration or enlargement or any
change  whatever.  Officers  of  corporations and those acting in a fiduciary or
other representative capacity should file proper evidence of authority to assign
the  foregoing  Warrant.