<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>5
<FILENAME>doc4.txt
<TEXT>


Exhibit  99.1

                                    SBE, INC.

                        1992 EMPLOYEE STOCK PURCHASE PLAN

                             Adopted January 9, 1992
                   Approved by Stockholders on March 24, 1992

                      As Amended through September 14, 1998
                  Approved by Stockholders on October 22, 1998

                      As Amended through December 14, 2001
                   Approved by Stockholders on March 19, 2002

1.     PURPOSE.

(A)     The  purpose of the 1992 Employee Stock Purchase Plan (the "Plan") is to
provide  a  means  by  which employees of SBE, Inc., a Delaware corporation (the
"Company"),  and  its  Affiliates,  as  defined  in  subparagraph 1(b) which are
designated  as  provided  in  subparagraph  2(b), may be given an opportunity to
purchase  stock  of  the  Company.

(B)     The word "Affiliate" as used in the Plan means any parent corporation or
subsidiary  corporation  of  the Company, as those terms are defined in Sections
424(e)  and  (f), respectively, of the Internal Revenue Code of 1986, as amended
(the  "Code").

(C)      The  Company, by means of the Plan, seeks to retain the services of its
employees,  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.

(D)     The  Company  intends  that  the rights to purchase stock of the Company
granted  under  the  Plan  be considered options issued under an "employee stock
purchase  plan"  as  that  term  is  defined  in  Section  423(b)  of  the Code.

2.     ADMINISTRATION.

(A)     The  Plan  shall be administered by the Board of Directors (the "Board")
of  the  Company  unless  and  until  the  Board  delegates  administration to a
Committee,  as  provided  in  subparagraph  2(c).  Whether  or not the Board has
delegated  administration, the Board shall have the final power to determine all
questions  of  policy and expediency that may arise in the administration of the
Plan.

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

<PAGE>

(i)  To  determine  when and how rights to purchase stock of the Company
     shall  be granted and the provisions of each offering of such rights (which
     need  not  be  identical).
(ii) To  designate  from  time  to time which Affiliates of the Company shall be
     eligible  to  participate  in  the  Plan.

(iii)To  construe  and  interpret the Plan and rights 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, in a manner and to the extent it shall deem
     necessary  or  expedient  to  make  the  Plan  fully  effective.

(iv) To  amend  the  Plan  as  provided  in  paragraph  13.

(v)  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 of the Board (the "Committee").  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, 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.

3.     SHARES  SUBJECT  TO  THE  PLAN.

(A)     Subject  to  the provisions of paragraph 12 relating to adjustments upon
changes  in  stock,  the stock that may be sold pursuant to rights granted under
the  Plan  shall  not  exceed  in the aggregate three hundred thousand (300,000)
shares of the Company's common stock (the "Common Stock").  If any right granted
under the Plan shall for any reason terminate without having been exercised, the
Common Stock not purchased under such right 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.

4.     GRANT  OF  RIGHTS;  OFFERING.

     The  Board  or the Committee may from time to time grant or provide for the
grant  of  rights  to  purchase  Common  Stock  of the Company under the Plan to
eligible  employees  (an "Offering") on a date or dates (the "Offering Date(s)")
selected by the Board or the Committee.  Each Offering shall be in such form and
shall contain such terms and conditions as the Board or the Committee shall deem
appropriate.  If an employee has more than one right outstanding under the Plan,


<PAGE>
unless  he  or  she  otherwise  indicates  in  agreements  or  notices delivered
hereunder:  (1)  each  agreement  or  notice  delivered by that employee will be
deemed to apply to all of his or her rights under the Plan, and (2) a right with
a  lower  exercise  price  (or  an  earlier-granted  right,  if  two rights have
identical  exercise  prices),  will  be exercised to the fullest possible extent
before  a  right  with a higher exercise price (or a later-granted right, if two
rights  have  identical  exercise  prices) will be exercised.  The provisions of
separate  Offerings  need  not  be  identical,  but  each Offering shall include
(through  incorporation  of  the  provisions  of  this  Plan by reference in the
Offering or otherwise) the substance of the provisions contained in paragraphs 5
through  8,  inclusive.

5.     ELIGIBILITY.

(A)  Rights  may be granted only to employees of the Company or, as the Board or
the  Committee  may  designate as provided in subparagraph 2(b), to employees of
any  Affiliate  of  the  Company.  Except  as  provided in subparagraph 5(b), an
employee  of  the  Company  or any Affiliate shall not be eligible to be granted
rights  under  the Plan, unless, on the Offering Date, such employee has been in
the  employ of the Company or any Affiliate for such continuous period preceding
such  grant as the Board or the Committee may require, but in no event shall the
required  period  of  continuous  employment be equal to or greater than two (2)
years.  In  addition,  unless otherwise determined by the Board or the Committee
and  set  forth  in  the  terms  of  the applicable Offering, no employee of the
Company  or any Affiliate shall be eligible to be granted rights under the Plan,
unless,  on  the  Offering  Date,  such employee's customary employment with the
Company  or  such  Affiliate is at least twenty (20) hours per week and at least
five  (5)  months  per  calendar  year.

(B)  The  Board  or  the Committee may provide that, each person who, during the
course  of  an  Offering,  first  becomes an eligible employee of the Company or
designated  Affiliate  will,  on a date or dates specified in the Offering which
coincides  with  the  day  on  which such person becomes an eligible employee or
occurs  thereafter,  receive  a  right  under  that  Offering, which right shall
thereafter  be  deemed  to be a part of that Offering. Such right shall have the
same  characteristics  as  any rights originally granted under that Offering, as
described  herein,  except  that:

(i)  the  date  on  which  such right is granted shall be the "Offering Date" of
     such  right for all purposes, including determination of the exercise price
     of  such  right;

(ii) the  Purchase  Period  (as defined below) for such right shall begin on its
     Offering  Date  and  end  coincident  with  the  end  of such Offering; and

(iii)  the  Board or the Committee may provide that if such person first becomes
     an  eligible  employee  within a specified period of time before the end of
     the  Purchase  Period  (as defined below) for such Offering, he or she will
     not  receive  any  right  under  that  Offering.

<PAGE>
(C)     No employee shall be eligible for the grant of any rights under the Plan
if,  immediately  after  any  such  rights are granted, such employee owns stock
possessing  five  percent  (5  %)  or more of the total combined voting power or
value  of all classes of stock of the Company or of any Affiliate.  For purposes
of  this  subparagraph 5(c), the rules of Section 424(d) of the Code shall apply
in  determining  the  stock  ownership  of  any  employee,  and stock which such
employee  may purchase under all outstanding rights and options shall be treated
as  stock  owned  by  such  employee.

(D)     An  eligible  employee may be granted rights under the Plan only if such
rights,  together  with  any other rights granted under "employee stock purchase
plans"  of  the Company and any Affiliates, as specified by Section 423(b)(8) of
the  Code, do not permit such employee's rights to purchase stock of the Company
or  any Affiliate to accrue at a rate which exceeds twenty-five thousand dollars
($25,000) of fair market value of such stock (determined at the time such rights
are  granted) for each calendar year in which such rights are outstanding at any
time.

(E)     Officers  of  the Company and any designated Affiliate shall be eligible
to  participate  in  Offerings under the Plan, provided, however, that the Board
may  provide  in  an  Offering that certain employees who are highly compensated
employees  within  the  meaning of Section 423(b)(4)(D) of the Code shall not be
eligible  to  participate.

6.     RIGHTS;  PURCHASE  PRICE.

(A)     On  each  Offering Date, each eligible employee, pursuant to an Offering
made  under the Plan, shall be granted the right to purchase up to the number of
shares  of  Common Stock of the Company purchasable with a percentage designated
by  the  Board  or  the  Committee  not  exceeding fifteen percent (15%) of such
employee's  Earnings (as defined in Section 7(a)) during the period which begins
on  the  Offering  Date  (or  such  later  date  as  the  Board or the Committee
determines  for  a  particular  Offering)  and  ends  on  the date stated in the
Offering,  which  date  shall be no more than twenty-seven (27) months after the
Offering  Date  (the  "Purchase Period").  In connection with each Offering made
under  this  Plan,  the Board or the Committee shall specify a maximum number of
shares  which  may  be  purchased by any employee as well as a maximum aggregate
number  of  shares  which may be purchased by all eligible employees pursuant to
such  Offering.  In  addition,  in  connection with each Offering which contains
more  than  one  Exercise  Date  (as  defined in the Offering), the Board or the
Committee  may  specify  a  maximum  aggregate  number  of  shares  which may be
purchased  by  all  eligible  employees  on  any  given  Exercise Date under the
Offering.  If  the  aggregate purchase of shares upon exercise of rights granted
under  the Offering would exceed any such maximum aggregate number, the Board or
the  Committee  shall  make  a pro rata allocation of the shares available in as
nearly  a  uniform  manner  as  shall  be practicable and as it shall deem to be
equitable.

<PAGE>
(B)     The  purchase  price  of stock acquired pursuant to rights granted under
the  Plan  shall  be  not  less  than  the  lesser  of,

(i)  an  amount  equal  to eighty-five percent (85%) of the fair market value of
     the  stock  on  the  Offering  Date;  or

(ii) an  amount  equal  to eighty-five percent (85%) of the fair market value of
     the  stock  on  the  Exercise  Date.


7.     PARTICIPATION;  WITHDRAWAL;  TERMINATION.

(A)     An  eligible  employee  may  become  a  participant  in  an  Offering by
delivering a participation agreement to the Company within the time specified in
the  Offering,  in such form as the Company provides.  Each such agreement shall
authorize  payroll  deductions  of up to the maximum percentage specified by the
Board  or  the Committee of such employee's Earnings during the Purchase Period.
"Earnings"  is  defined as the total compensation paid to an employee, including
all  salary,  wages  (including  amounts elected to be deferred by the employee,
that  would  otherwise  have  been  paid, under any cash or deferred arrangement
established  by  the  Company),  overtime  pay,  commissions, bonuses, and other
remuneration  paid  directly  to the employee, but excluding profit sharing, the
cost  of  employee  benefits  paid  for  by  the  Company,  education or tuition
reimbursements,  imputed  income  arising  under  any Company group insurance or
benefit program, traveling expenses, business and moving expense reimbursements,
income  received  in  connection  with  stock options, contributions made by the
Company under any employee benefit plan, and similar items of compensation.  The
payroll deductions made for each participant shall be credited to an account for
such participant under the Plan and shall be deposited with the general funds of
the  Company.  A  participant  may reduce (including to zero), increase or begin
such  payroll  deductions  after  the  beginning  of any Purchase Period only as
provided  for  in the Offering.  A participant may make additional payments into
his or her account only if specifically provided for in the Offering and only if
the  participant  has  not  had  the maximum amount withheld during the Purchase
Period.

(B)     At  any time during a Purchase Period a participant may terminate his or
her  payroll  deductions  under  the  Plan  and  withdraw  from  the Offering by
delivering  to  the  Company  a notice of withdrawal in such form as the Company
provides.  Such  withdrawal  may  be elected at any time prior to the end of the
Purchase  Period  except  as  provided  by  the  Board  or  the Committee in the
Offering.  Upon  such withdrawal from the Offering by a participant, the Company
shall  distribute  to  such  participant  all  of his or her accumulated payroll
deductions  (reduced  to  the  extent, if any, such deductions have been used to
acquire  stock  for  the  participant) under the Offering, without interest, and
such  participant's interest in that Offering shall be automatically terminated.
A  participant's  withdrawal  from  an  Offering  will  have no effect upon such

<PAGE>
participant's  eligibility  to participate in any other Offerings under the Plan
but  such participant will, be required to deliver a new participation agreement
in  order  to  participate  in  subsequent  Offerings  under  the  Plan.

(C)     Rights  granted  pursuant to any Offering under the Plan shall terminate
immediately  upon  cessation of any participating employee's employment with the
Company  and  any  designated  Affiliate,  for any reason, and the Company shall
distribute  to  such  terminated  employee all of his or her accumulated payroll
deductions  (reduced  to  the  extent, if any, such deductions have been used to
acquire  stock  for  the  terminated  employee),  under  the  Offering,  without
interest.

Rights  granted  under  the  Plan  shall  not  be  transferable,  and  shall  be
exercisable  only  by  the  person  to  whom  such  rights  are  granted.

8.     EXERCISE.

(A)     On each exercise date, as defined in the relevant Offering (an "Exercise
Date"),  each  participant's accumulated payroll deductions and other additional
payments  specifically  provided  for  in the Offering (without any increase for
interest)  will  be  applied  to  the  purchase  of whole shares of stock of the
Company,  up  to the maximum number of shares permitted pursuant to the terms of
the  Plan  and  the  applicable Offering, at the purchase price specified in the
Offering.  No  fractional  shares  shall  be  issued upon the exercise of rights
granted  under  the Plan.  The amount, if any, of accumulated payroll deductions
remaining  in  each  participant's account after the purchase of shares which is
less  than  the  amount  required  to  purchase  one share of stock on the final
Exercise  Date  of  an Offering shall be held in each such participant's account
for  the  purchase of shares under the next Offering under the Plan, unless such
participant withdraws from such next Offering, as provided in subparagraph 7(b),
or  is  no  longer  eligible to be granted rights under the Plan, as provided in
paragraph  5,  in which case such amount shall be distributed to the participant
after  said  final  Exercise  Date,  without  interest.  The  amount, if any, of
accumulated  payroll deductions remaining in any participant's account after the
purchase  of  shares  which  is  equal  to the amount required to purchase whole
shares  of  stock on the final Exercise Date of an Offering shall be distributed
in  full  to  the  participant  after  such  Exercise  Date,  without  interest.

(B)     No  rights  granted under the Plan may be exercised to any extent unless
the  Plan  (including  rights  granted  thereunder)  is  covered by an effective
registration  statement  pursuant to the Securities Act of 1933, as amended (the
"Securities Act").  If on an Exercise Date of any Offering hereunder the Plan is
not  so  registered,  no  rights granted under the Plan or any Offering shall be
exercised on said Exercise Date and the Exercise Date shall be delayed until the
Plan  is  subject  to  such an effective registration statement, except that the
Exercise  Date  shall  not  be delayed more than two (2) months and the Exercise
Date  shall  in no event be more than twenty-seven (27) months from the Offering
Date.  If  on  the  Exercise  Date  of any Offering hereunder, as delayed to the
maximum  extent permissible, the Plan is not registered, no rights granted under

<PAGE>
the  Plan  or  any  Offering  shall  be  exercised  and  all  payroll deductions
accumulated  during  the  purchase  period  (reduced to the extent, if any, such
deductions  have  been  used  to  acquire  stock)  shall  be  distributed to the
participants,  without  interest.

9.     COVENANTS  OF  THE  COMPANY.

(A)     During the terms of the rights granted under the Plan, the Company shall
keep  available  at  all times the number of shares of stock required to satisfy
such  rights.

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 rights granted under the Plan.  If,
after  reasonable  efforts,  the  Company  is  unable  to  obtain  from any such
regulatory  commission  or  agency  the  authority which counsel for the Company
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  rights  unless  and  until such authority is obtained.

10.     USE  OF  PROCEEDS  FROM  STOCK.

     Proceeds  from  the sale of stock pursuant to rights granted under the Plan
shall  constitute  general  funds  of  the  Company.

11.     RIGHTS  AS  A  STOCKHOLDER.

     A  participant  shall  not be deemed to be the holder of, or to have any of
the  rights  of  a  holder with respect to, any shares subject to rights granted
under the Plan unless and until certificates representing such shares shall have
been  issued.

12.     ADJUSTMENTS  UPON  CHANGES  IN  STOCK.

(A)     If  any  change  is made in the stock subject to the Plan, or subject to
any  rights  granted  under  the  Plan  (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
rights  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  rights.

(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;
(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; or (4) any other capital reorganization
in  which more than fifty percent (50%) of the shares of the Company entitled to
vote  are exchanged, then, as determined by the Board in its sole discretion (i)

<PAGE>
any  surviving  corporation  may assume outstanding rights or substitute similar
rights for those under the Plan, (ii) such rights may continue in full force and
effect,  or  (iii)  participants'  accumulated payroll deductions may be used to
purchase  Common  Stock immediately prior to the transaction described above and
the  participants'  rights  under  the  ongoing  Offering  terminated.

13.     AMENDMENT  OF  THE  PLAN.

(A)     The  Board  at  any  time,  and  from  time to time, may amend the Plan.
However, except as provided in paragraph 12 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:

(i)  Increase  the  number  of  shares  reserved  for  rights  under  the  Plan;

(ii) Modify  the  provisions as to eligibility for participation in the Plan (to
     the extent such modification requires stockholder approval in order for the
     Plan  to obtain employee stock purchase plan treatment under Section 423 of
     the Code or to comply with the requirements of Rule 16b-3 promulgated under
     the  Securities  Exchange  Act  of  1934,  as  amended  ("Rule 16b-3")); or

(iii) Modify the Plan in any other way if such modification requires stockholder
     approval  in  order  for  the  Plan  to obtain employee stock purchase plan
     treatment  under Section 423 of the Code or to comply with the requirements
     of  Rule  16b-3.  It is expressly contemplated that the Board may amend the
     Plan  in  any  respect  the  Board  deems necessary or advisable to provide
     eligible  employees  with  the  maximum benefits provided or to be provided
     under the provisions of the Code and the regulations promulgated thereunder
     relating  to  employee stock purchase plans and/or to bring the Plan and/or
     rights  granted  under  it  into  compliance  therewith.

(B)     Rights  and obligations under any rights granted before amendment of the
Plan  shall not be altered or impaired by any amendment of the Plan, except with
the  consent  of  the  person  to  whom  such  rights  were granted or except as
necessary  to  comply  with  any  laws  or  governmental  regulation.

14.     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 September 13, 2008.  No rights may be
granted  under  the  Plan while the Plan is suspended or after it is terminated.

(B)     Rights  and  obligations  under  any rights granted while the Plan is in
effect  shall  not  be  altered  or impaired by suspension or termination of the
Plan,  except with the consent of the person to whom such rights were granted or
except  as  necessary  to  comply  with  any  laws  or  governmental regulation.
<PAGE>
15.     EFFECTIVE  DATE  OF  PLAN.

     The  Plan  shall become effective as determined by the Board, but no rights
granted  under  the  Plan  shall be exercised unless and until the Plan has been
approved  by  the  stockholders  of  the  Company.




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