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EXHIBIT 10.1

                                      SBE, INC.

                           1996 INCENTIVE STOCK OPTION PLAN

                ADOPTED BY THE BOARD OF DIRECTORS ON JANUARY 18, 1996
                      APPROVED BY SHAREHOLDERS ON APRIL 16, 1996

              AMENDED BY THE COMPENSATION COMMITTEE ON NOVEMBER 26, 1996

                                     INTRODUCTION

    Originally adopted as the 1987 Supplemental Stock Option Plan, this plan
was amended and restated on January 18, 1996 and retitled the 1996 Incentive
Stock Option Plan (the "Plan").


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    PURPOSES.

         The purpose of the Plan is to provide a means by which selected
Employees of the Company and its Affiliates may be given an opportunity to
purchase stock of the Company. (b)

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

    The Company intends that the Options issued under the Plan shall, in the
discretion of the Board or any Committee to which responsibility for
administration of the Plan has been delegated pursuant to subsection 3(c), be
Incentive Stock Options.

    DEFINITIONS.

    A.        "AFFILIATE" means any parent corporation or subsidiary
corporation, whether now or hereafter existing, as those terms are defined in
Sections 424(e) and (f) respectively, of the Code.

    B.        "BOARD" means the Board of Directors of the Company.

    C.        "CODE" means the Internal Revenue Code of 1986, as amended.

    D.        "COMMITTEE" means a Committee appointed by the Board in
accordance with subsection 3(c) of the Plan.

    E.        "COMPANY" means SBE, Inc., a California corporation.

    F.        "CONTINUOUS STATUS AS AN EMPLOYEE" means the employment is not
interrupted or terminated by the Company or any Affiliate.  The Board, in its
sole discretion, may determine whether Continuous Status as an Employee shall be
considered interrupted in the case of:  (i) any leave of absence approved by the
Board, including sick leave, military leave, or any other personal leave;
PROVIDED, HOWEVER, that any such leave may not exceed ninety (90) days, unless
reemployment upon the expiration of such leave is guaranteed by contract
(including certain

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Company policies) or statute; or (ii) transfers between locations of the Company
or between the Company, Affiliates or its successor.

    G.   "DIRECTOR" means a member of the Board.

    H.   "DISABILITY" means total and permanent disability as defined in
Section 22(e)(3) of the Code.

    I.   "EMPLOYEE" means any person, including Officers and Directors,
employed by the Company or any Affiliate of the Company.  Neither service as a
Director nor payment of a director's fee by the Company shall be sufficient to
constitute "employment" by the Company.

    J.   "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended.

    K.   "FAIR MARKET VALUE" means, as of any date, the value of the common
stock of the Company determined as follows:

         a)   If the common stock is listed on any established stock exchange
or a national market system, including without limitation the Nasdaq National
Market ("NASDAQ"), the Fair Market Value of a share of common stock shall be the
closing sales price for such stock (or the closing bid, if no sales were
reported) as quoted on such system or exchange (or the exchange with the
greatest volume of trading in common stock) on the last market trading day prior
to the day of determination, as reporting in the Wall Street Journal or such
other source as the Board deems reliable;

         b)   If the common stock is quoted on the Nasdaq Small Cap Market or
is regularly quoted by a recognized securities dealer but selling prices are not
reported, the Fair Market Value of a share of common stock shall be the mean
between the high bid and high asked prices for 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 Board deems reliable;


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         c)   In the absence of an established market for the common stock, the
Fair Market Value shall be determined in good faith by the Board.

    L.        "INCENTIVE STOCK OPTION" means an Option intended to qualify as
an incentive stock option within the meaning of Section 422 of the Code and the
regulations promulgated thereunder.

    M.        "NON-EMPLOYEE DIRECTOR" means a Director who either (i) is not a
current Employee or Officer of the Company or its parent or subsidiary, does not
receive compensation (directly or indirectly) from the Company or its parent or
subsidiary for services rendered as a consultant or in any capacity other than
as a Director (except for an amount as to which disclosure would not be required
under Item 404(a) of Regulation S-K promulgated pursuant to the Securities Act
("Regulation S-K")), does not possess an interest in any other transaction as to
which disclosure would be required under Item 404(a) of Regulation S-K, and is
not engaged in a business relationship as to which disclosure would be required
under Item 404(b) of Regulation S-K; or (ii) is otherwise considered a "non-
employee director" for purposes of Rule 16b-3.

    N.        "OFFICER" means a person who is an officer of the Company within
the meaning of Section 16 of the Exchange Act and the rules and regulations
promulgated thereunder.

    O.        "OPTION" means a stock option granted pursuant to the Plan.

    P.        "OPTION AGREEMENT" means a written agreement between the Company
and an Optionee evidencing the terms and conditions of an individual Option
grant.  The Option Agreement is subject to the terms and conditions of the Plan.

    Q.        "OPTIONED STOCK" means the common stock of the Company subject to
an Option.    (r)  "OPTIONEE" means an Employee who holds an outstanding
Option.

    R.        "OUTSIDE DIRECTOR" means a Director who either (i) is not a
current employee of the Company or an "affiliated corporation" (within the
meaning of the Treasury


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regulations promulgated under Section 162(m) of the Code), is not a former
employee of the Company or an "affiliated corporation" receiving compensation
for prior services (other than benefits under a tax qualified pension plan), was
not an officer of the Company or an "affiliated corporation" at any time, and is
not currently receiving direct or indirect remuneration from the Company or an
"affiliated corporation" for services in any capacity other than as a Director,
or (ii) is otherwise considered an "outside director" for purposes of Section
162(m) of the Code.

    S.   "PLAN" means this 1996 Incentive Stock Option Plan.

    T.   "RULE 16b-3" means Rule 16b-3 of the Exchange Act or any successor to
Rule 16b-3, as in effect when discretion is being exercised with respect to the
Plan.

II.      ADMINISTRATION.

    A.   The Plan shall be administered by the Board unless and until the Board
delegates administration to a Committee, as provided in subsection 3(c).

    B.   The Board shall have the power, subject to, and within the limitations
of, the express provisions of the Plan:

         1.   To determine from time to time which of the persons eligible
under the Plan shall be granted Options; when and how the Option shall be
granted; the provisions of each Option granted (which need not be identical),
including the time or times such Option may be exercised in whole or in part;
and the number of shares for which an Option shall be granted to each such
person.

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


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         3.   To amend the Plan as provided in Section 11.

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

    C.        The Board may delegate administration of the Plan to a committee
composed of not fewer than two (2) members (the "Committee"), all of the members
of which Committee shall be, in the discretion of the Board, Non-Employee
Directors and/or Outside Directors.  If administration is delegated to a
Committee, the Committee shall have, in connection with the administration of
the Plan, the powers theretofore possessed by the Board, including the power to
delegate to a subcommittee of two (2) or more Outside Directors any of the
administrative powers the Committee is authorized to exercise (and references in
this Plan to the Board shall thereafter be to the Committee or such
subcommittee), subject, however, to such resolutions, not inconsistent with the
provisions of the Plan, as may be adopted from time to time by the Board.  The
Board may abolish the Committee at any time and revest in the Board the
administration of the Plan.  Notwithstanding anything in this Section 3 to the
contrary, the Board or the Committee may delegate to a committee of one or more
members of the Board the authority to grant Options to eligible persons who (1)
are not then subject to Section 16 of the Exchange Act and/or (2) are either (i)
not then subject to Section 162(m) of the Code and are not expected to be so
subject at the time of recognition of income resulting from such Option, or (ii)
not persons with respect to whom the Company wishes to comply with Section
162(m) of the Code.

III.     SHARES SUBJECT TO THE PLAN.

    A.        Subject to the provisions of Section 10 relating to adjustments
upon changes in stock, the stock that may be sold pursuant to Options shall not
exceed in the aggregate one million one hundred thirty thousand (1,130,000)
shares of the Company's common stock.  If any


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Option shall for any reason expire or otherwise terminate without having been
exercised in full, the stock not purchased under such Option shall again become
available for the Plan.

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

IV.      ELIGIBILITY.

    A.        Options may be granted only to Employees.

    B.        No person shall be eligible for the grant of an Option if, at the
time of grant, such person owns (or is deemed to own pursuant to Section 424(d)
of the Code) stock possessing more than ten percent (10%) of the total combined
voting power of all classes of stock of the Company or of any of its Affiliates
unless the exercise price of such Option is at least one hundred ten percent
(110%) of the Fair Market Value of such stock at the date of grant and the
Option is not exercisable after the expiration of five (5) years from the date
of grant.

    C.        Subject to the provisions of Section 10 relating to adjustments
upon changes in stock, no person shall be eligible to be granted options
covering more than 150,000 shares of the Company's common stock in any calendar
year.

V.       OPTION PROVISIONS.

    Each Option shall be in such form and shall contain such terms and
conditions as the Board shall deem appropriate.  The provisions of separate
Options need not be identical, but each Option shall include (through
incorporation of provisions hereof by reference in the Option or otherwise) the
substance of each of the following provisions:

    A.        TERM.  No Option shall be exercisable after the expiration of ten
(10) years from the date it was granted.


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    B.        PRICE.  The exercise price of each Option shall be not less than
one hundred percent (100%) of the fair market value of the stock subject to the
Option on the date the Option is granted.

    C.        CONSIDERATION.  The purchase price of stock acquired pursuant to
an Option shall be paid, to the extent permitted by applicable statutes and
regulations, either (1) in cash at the time the option is exercised, or (2) at
the discretion of the Board or the Committee, either at the time of the grant or
exercise of the Option, (a) by delivery to the Company of other common stock of
the Company, (b) according to a deferred payment or other arrangement (which may
include, without limiting the generality of the foregoing, the use of other
common stock of the Company) with the person to whom the Option is granted or to
whom the Option is transferred pursuant to subsection 6(d), or (C) in any other
form of legal consideration that may be acceptable to the Board.

    In the case of any deferred payment arrangement, interest shall be payable
at least annually and shall be charged at the minimum rate of interest necessary
to avoid the treatment as interest, under any applicable provisions of the Code,
of any amounts other than amounts stated to be interest under the deferred
payment arrangement.

    D.        TRANSFERABILITY.  An Option shall not be transferable except by
will or by the laws of descent and distribution, and shall be exercisable during
the lifetime of the person to whom the Option is granted only by such person.

    E.        VESTING.  The total number of shares of stock subject to an
Option may, but need not, be allotted in periodic installments (which may, but
need not, be equal).  The Option Agreement may provide that from time to time
during each of such installment periods, the Option may become exercisable
("vest") with respect to some or all of the shares allotted to that period, and
may be exercised with respect to some or all of the shares allotted to such
period and/or any prior period as to which the Option became vested but was not
fully exercised.  During the remainder of


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the term of the Option (if its term extends beyond the end of the installment
periods), the option may be exercised from time to time with respect to any
shares then remaining subject to the Option.  The provisions of this subsection
6(e) are subject to any Option provisions governing the minimum number of shares
as to which an Option may be exercised.

    F.        SECURITIES LAW COMPLIANCE.  The Company may require any Optionee,
or any person to whom an Option is transferred under subsection 6(d), as a
condition of exercising any such Option, (1) to give written assurances
satisfactory to the Company as to the Optionee's knowledge and experience in
financial and business matters and/or to employ a purchaser representative
reasonably satisfactory to the Company who is knowledgeable and experienced in
financial and business matters, and that he or she is capable of evaluating,
alone or together with the purchaser representative, the merits and risks of
exercising the Option; and (2) to give written assurances satisfactory to the
Company stating that such person is acquiring the stock subject to the Option
for such person's own account and not with any present intention of selling or
otherwise distributing the stock.  These requirements, and any assurances given
pursuant to such requirements, shall be inoperative if (1) the issuance of the
shares upon the exercise of the Option has been registered under a then
currently effective registration statement under the Securities Act of 1933, as
amended (the "Securities Act"), or (2) as to any particular requirement, a
determination is made by counsel for the Company that such requirement need not
be met in the circumstances under the then applicable securities laws.

    G.        TERMINATION OF EMPLOYMENT.  In the event an Optionee's Continuous
Status as an Employee terminates (other than upon the Optionee's death or
Disability), the Optionee may exercise his or her Option, but only within such
period of time as is determined by the Board, and unless otherwise expressly
determined by the Board, only to the extent that the Optionee was entitled to
exercise it at the date of termination (but in no event later than the
expiration of the term


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of such Option as set forth in the Option Agreement).  With respect to Incentive
Stock Options, the Board shall determine such period of time (in no event to
exceed three (3) months from the date of termination) when the Option is
granted.  If, at the date of termination of the term of the Option (as extended
by the Board, if applicable), the Optionee is not entitled to exercise his or
her entire Option, the shares covered by the unexercisable portion of the Option
shall revert to the Plan.  If, after such time, the Optionee does not exercise
his or her, the Option shall terminate, and the shares covered by such Option
shall revert to the Plan.

    H.        DISABILITY OF OPTIONEE.  In the event an Optionee's Continuous
Status as an Employee terminates as a result of the Optionee's Disability, the
Optionee may exercise his or her Option, but only within twelve (12) months from
the date of such termination (or such shorter period specified in the Option
Agreement), and only to the extent that the Optionee was entitled to exercise it
at the date of such termination (but in no event later than the expiration of
the term of such Option as set forth in the Option Agreement).  If, at the date
of termination, the Optionee is not entitled to exercise his or her entire
Option, the shares covered by the unexercisable portion of the Option shall
revert to the Plan.  If, after termination, the Optionee does not exercise his
or her Option within the time specified herein, the Option shall terminate, and
the shares covered by such Option shall revert to the Plan.

    I.        DEATH OF OPTIONEE.  In the event of the death of an Optionee, the
Option may be exercised, at any time within twelve (12) months following the
date of death (or such shorter period specified in the Option Agreement) (but in
no event later than the expiration of the term of such Option as set forth in
the Option Agreement), by the Optionee's estate or by a person who acquired the
right to exercise the Option by bequest or inheritance, but only to the extent
the Optionee was entitled to exercise the Option at the date of death.  If, at
the time of death, the Optionee was not entitled to exercise his or her entire
Option, the shares covered by the unexercisable portion of the


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Option shall revert to the Plan.  If, after death, the Optionee's estate or a
person who acquired the right to exercise the Option by bequest or inheritance
does not exercise the Option within the time specified herein, the Option shall
terminate, and the shares covered by such Option shall revert to the Plan.

    J.        EARLY EXERCISE.  The Option may, but need not, include a
provision whereby the Optionee may elect at any time while an Employee to
exercise the Option as to any part or all of the shares subject to the Option
prior to the full vesting of the Option.  Any unvested shares so purchased may
be subject to a repurchase right in favor of the Company or to any other
restriction the Board determines to be appropriate.

    K.        WITHHOLDING.  To the extent provided by the terms of an Option
Agreement, the Optionee may satisfy any federal, state or local tax withholding
obligation relating to the exercise of such Option by any of the following means
or by a combination of such means:  (1) tendering a cash payment; (2)
authorizing the Company to withhold shares from the shares of the common stock
otherwise issuable to the participant as a result of the exercise of the Option;
or (3) delivering to the Company owned and unencumbered shares of the common
stock of the Company.

VI.      COVENANTS OF THE COMPANY.

    A.        During the terms of the Options, the Company shall keep available
at all times the number of shares of stock required to satisfy such Options.

    B.        The Company shall seek to obtain from each regulatory commission
or agency having jurisdiction over the Plan such authority as may be required to
issue and sell shares of stock upon exercise of the Options; PROVIDED, HOWEVER,
that this undertaking shall not require the Company to register under the
Securities Act either the Plan, any Option or any stock issued or issuable
pursuant to any such Option.  If, after reasonable efforts, the Company is
unable to obtain from any such regulatory commission or agency the authority
which counsel for the Company


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deems necessary for the lawful issuance and sale of stock under the Plan, the
Company shall be relieved from any liability for failure to issue and sell stock
upon exercise of such Options unless and until such authority is obtained.

VII.     USE OF PROCEEDS FROM STOCK.

    Proceeds from the sale of stock pursuant to Options shall constitute
general funds of the Company.

VIII.    MISCELLANEOUS.

    A.        The Board shall have the power to accelerate the time at which an
Option may first be exercised or the time during which an Option or any part
thereof will vest pursuant to subsection 6(e), notwithstanding the provisions in
the Option stating the time at which it may first be exercised or the time
during which it will vest.

    B.        Neither an Optionee nor any person to whom an Option is
transferred under subsection 6(d) shall be deemed to be the holder of, or to
have any of the rights of a holder with respect to, any shares subject to such
Option unless and until such person has satisfied all requirements for exercise
of the Option pursuant to its terms.

    C.        Nothing in the Plan or any instrument executed or Option granted
pursuant thereto shall confer upon any Employee or Optionee any right to
continue in the employ of the Company or any Affiliate or shall affect the right
of the Company or any Affiliate to terminate the employment of any Employee or
Optionee with or without cause.

    D.        To the extent that the aggregate Fair Market Value (determined at
the time of grant) of stock with respect to which Incentive Stock Options
granted after 1986 are exercisable for the first time by any Optionee during any
calendar year under all plans of the Company and its Affiliates exceeds one
hundred thousand dollars ($100,000), the Options or portions thereof which


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exceed such limit (according to the order in which they were granted) shall not
be treated as Incentive Stock Options.

IX.      ADJUSTMENTS UPON CHANGES IN STOCK.

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


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    B.        In the event of:  (1) a dissolution or liquidation of the
Company; (2) a merger or consolidation in which the Company is not the surviving
corporation; or (3) a reverse merger in which the Company is the surviving
corporation but the shares of the Company's common stock outstanding immediately
preceding the merger are converted by virtue of the merger into other property,
whether in the form of securities, cash or otherwise, then to the extent
permitted by applicable law:  (i) any surviving corporation shall assume any
Options outstanding under the Plan or shall substitute similar Options for those
outstanding under the Plan, or (ii) such Options shall continue in full force
and effect.  In the event any surviving corporation refuses to assume or
continue such Options, or to substitute similar options for those outstanding
under the Plan, then, with respect to Options held by persons then performing
services as Employees, the time during which such Options may be exercised shall
be accelerated and the Options terminated if not exercised prior to such event.

X.       AMENDMENT OF THE PLAN.

    A.        The Board at any time, and from time to time, may amend the Plan.
However, except as provided in Section 10 relating to adjustments upon changes
in stock, no amendment shall be effective unless approved by the stockholders of
the Company within twelve (12) months before or after the adoption of the
amendment, where the amendment will:

         a)        Increase the number of shares reserved for options under the
Plan;

         b)        Modify the requirements as to eligibility for participation
in the Plan (to the extent such modification requires stockholder approval in
order for the Plan to satisfy the requirements of Section 422 of the Code); or

         c)        Modify the Plan in any other way if such modification
requires stockholder approval in order for the Plan to satisfy the requirements
of Section 422 of the Code or to comply with the requirements of Rule 16b-3.


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    B.        It is expressly contemplated that the Board may amend the Plan in
any respect the Board deems necessary or advisable to provide Optionees with the
maximum benefits provided or to be provided under the provisions of the Code and
the regulations promulgated thereunder relating to Incentive Stock Options
and/or to bring the Plan and/or Options granted under it into compliance
therewith.

    C.        Rights and obligations under any Option granted before amendment
of the Plan shall not be impaired by any amendment of the Plan unless (i) the
Company requests the consent of the person to whom the Option was granted and
(ii) such person consents in writing.

XI.      TERMINATION OR SUSPENSION OF THE PLAN.

    A.        The Board may suspend or terminate the Plan at any time.  Unless
sooner terminated, the Plan shall terminate on January 17, 2006.  No Options may
be granted under the Plan while the Plan is suspended or after it is terminated.

    B.        Rights and obligations under any Option granted while the Plan is
in effect shall not be impaired by suspension or termination of the Plan, except
with the consent of the person to whom the Option was granted.

XII.     EFFECTIVE DATE OF PLAN.

    The Plan shall become effective as determined by the Board, but no Options
granted under the Plan shall be exercised unless and until the Plan has been
approved by the stockholders of the Company, and, if required, an appropriate
permit has been issued by the Commissioner of Corporations of the State of
California.


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