SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
                                (Amendment No. )

Filed by the Registrant                              |X|
Filed by a Party other than the Registrant           |_|

Check the appropriate box:

|_|      Preliminary Proxy Statement
|_|      Confidential, for Use of the Commission Only (as permitted by Rule
         14a-6(e)(2))
|X|      Definitive Proxy Statement
|_|      Definitive Additional Materials
|_|      Soliciting Material under Rule 14a-12

                                    SBE, INC.
                (Name of Registrant as Specified In Its Charter)

                                 Not applicable
     (Name of Person(s) Filing Proxy Statement if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

|X| No fee required.
|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.


     (1)  Title of each class of securities to which transaction applies:

          ----------------------------------------------------------------------

     (2)  Aggregate number of securities to which transaction applies:

          ----------------------------------------------------------------------

     (3)  Per unit  price  or other  underlying  value of  transaction  computed
          pursuant to Exchange  Act Rule 0-11 (set forth the amount on which the
          filing fee is calculated and state how it was determined):

          ----------------------------------------------------------------------

     (4)  Proposed maximum aggregate value of transaction:

          ----------------------------------------------------------------------

     (5)  Total fee paid:



|_|  Fee paid previously with preliminary materials:

|_|  Check box if any part of the fee is offset as provided by Exchange Act Rule
     0-11(a)(2)  and identify the filing for which the  offsetting  fee was paid
     previously.  Identify the previous filing by registration statement number,
     or the Form or Schedule and the date of its filing.

     (1)  Amount Previously Paid:

          ----------------------------------------------------------------------

     (2)  Form, Schedule or Registration Statement No.:

          ----------------------------------------------------------------------

     (3)  Filing Party:

          ----------------------------------------------------------------------

     (4)  Date Filed:

          ----------------------------------------------------------------------




                                    SBE, INC.
                          2305 Camino Ramon, Suite 200
                           San Ramon, California 94583


                    NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
                          TO BE HELD ON MARCH 16, 2004

To The Stockholders Of SBE, Inc:

NOTICE IS HEREBY GIVEN that the Annual Meeting of  Stockholders  of SBE, Inc., a
Delaware corporation (the "Company"), will be held on Tuesday, March 16, 2004 at
9:00 a.m. local time at the Company's  offices at 2305 Camino Ramon,  Suite 200,
San Ramon, California for the following purposes:

     (1)  To elect two directors to hold office until the 2007 Annual Meeting of
          Stockholders   and  until  their   successors  are  elected  and  duly
          qualified.

     (2)  To approve the  Company's  1996 Stock  Option  Plan,  as  amended,  to
          increase the aggregate  number of shares of Common Stock  reserved for
          issuance under such plan by 1,000,000 shares.

     (3)  To approve the Company's  2001  Non-Employee  Director's  Stock Option
          Plan, as amended, to increase the aggregate number of shares of Common
          Stock reserved for issuance under such plan by 200,000 shares.

     (4)  To approve an amendment to the Company's  Certificate of Incorporation
          to  increase  the  authorized  number of shares of Common  Stock  from
          10,000,000 to 25,000,000 shares.

     (5)  To approve an amendment to the Company's  Certificate of Incorporation
          to allow stockholders to remove directors without cause.

     (6)  To ratify the selection of BDO Seidman, LLP as independent auditors of
          the Company for its fiscal year ending October 31, 2004.

     (7)  To  transact  such other  business  as may  properly  come  before the
          meeting or any adjournment or postponement thereof.

The foregoing  items of business are more fully described in the Proxy Statement
accompanying this Notice.

The Board of  Directors  of the  Company  has fixed  the  close of  business  on
February  4,  2004 as the  record  date for the  determination  of  stockholders
entitled to notice of and to vote at this Annual Meeting and at any  adjournment
or postponement thereof.

                                        By Order of the Board of Directors

                                        /s/  David W Brunton

                                        David W. Brunton
                                        Secretary


San Ramon, California
February 17, 2004

--------------------------------------------------------------------------------
ALL STOCKHOLDERS ARE CORDIALLY INVITED TO ATTEND THE MEETING IN PERSON.  WHETHER
OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE,  DATE, SIGN AND RETURN
THE   ENCLOSED   PROXY  AS   PROMPTLY  AS  POSSIBLE  IN  ORDER  TO  ENSURE  YOUR
REPRESENTATION  AT THE MEETING.  A RETURN  ENVELOPE (WHICH IS POSTAGE PREPAID IF
MAILED IN THE UNITED  STATES) IS  ENCLOSED  FOR THAT  PURPOSE.  EVEN IF YOU HAVE
GIVEN YOUR PROXY, YOU MAY STILL VOTE IN PERSON IF YOU ATTEND THE MEETING. PLEASE
NOTE, HOWEVER, THAT IF YOUR SHARES ARE HELD OF RECORD BY A BROKER, BANK OR OTHER
NOMINEE  AND YOU WISH TO VOTE AT THE  MEETING,  YOU MUST  OBTAIN FROM THE RECORD
HOLDER A PROXY ISSUED IN YOUR NAME.
--------------------------------------------------------------------------------



                                       2



                                    SBE, INC.
                          2305 Camino Ramon, Suite 200
                           San Ramon, California 94583

                                 PROXY STATEMENT
                       FOR ANNUAL MEETING OF STOCKHOLDERS
                                 March 16, 2004

                 INFORMATION CONCERNING SOLICITATION AND VOTING

GENERAL

The  enclosed  proxy is  solicited  on  behalf of the  Board of  Directors  (the
"Board") of SBE, Inc., a Delaware  corporation (the  "Company"),  for use at the
Annual Meeting of  Stockholders  to be held on Tuesday,  March 16, 2004, at 9:00
a.m. local time (the "Annual  Meeting"),  or at any  adjournment or postponement
thereof,  for the purposes set forth  herein and in the  accompanying  Notice of
Annual Meeting. The Annual Meeting will be held at the Company's offices at 2305
Camino Ramon, Suite 200, San Ramon, California. The Company intends to mail this
proxy statement and accompanying proxy card on or about February 17, 2004 to all
stockholders entitled to vote at the Annual Meeting.

SOLICITATION

The Company  will bear the entire  cost of  solicitation  of proxies,  including
preparation,  assembly,  printing and mailing of this proxy statement, the proxy
card  and any  additional  information  furnished  to  stockholders.  Copies  of
solicitation materials will be furnished to banks, brokerage houses, fiduciaries
and custodians  holding in their names shares of Common Stock beneficially owned
by others to  forward to such  beneficial  owners.  The  Company  may  reimburse
persons  representing  beneficial  owners  of Common  Stock  for their  costs of
forwarding   solicitation   materials  to  such  beneficial   owners.   Original
solicitation of proxies by mail may be  supplemented  by telephone,  telegram or
personal  solicitation by directors,  officers or other regular employees of the
Company. No additional compensation will be paid to directors, officers or other
regular employees for such services.

VOTING RIGHTS AND OUTSTANDING SHARES

Only  holders of record of Common  Stock at the close of business on February 4,
2004 will be  entitled  to notice of and to vote at the Annual  Meeting.  At the
close of business on February 4, 2004 the Company had  outstanding  and entitled
to vote 4,988,156 shares of Common Stock.

Each holder of record of Common  Stock on such date will be entitled to one vote
for each share held on all matters to be voted upon at the Annual Meeting.

A quorum of stockholders is necessary to hold a valid meeting.  A quorum will be
present if a majority of the outstanding  shares are represented by votes at the
meeting or by proxy.  Votes will be  tabulated  by the  inspector  of  elections
appointed for the meeting, who will separately tabulate affirmative and negative
votes, abstentions and broker non-votes. Abstentions will be counted towards the
vote total for each proposal,  and will have the same effect as negative  votes.
Broker  non-votes  are  counted  towards a quorum,  but are not  counted for any
purpose in determining whether a matter has been approved.

REVOCABILITY OF PROXIES

Any person giving a proxy pursuant to this  solicitation has the power to revoke
it at any  time  before  it is  voted.  It may be  revoked  by  filing  with the
Secretary  of the Company at the  Company's  principal  executive  office,  2305
Camino  Ramon,  Suite 200, San Ramon,  California,  94583,  a written  notice of
revocation or a duly  executed  proxy bearing a later date, or it may be revoked
by attending  the meeting and voting in person.  Attendance  at the meeting will
not, by itself, revoke a proxy. Furthermore, if the shares are held of record by
a  broker,  bank or other  nominee  and the  stockholder  wishes  to vote at the
meeting,  the  stockholder  must obtain from the record holder a proxy issued in
the stockholder's name.


                                       1


STOCKHOLDER PROPOSALS

The  deadline  for  submitting  a  stockholder  proposal  for  inclusion  in the
Company's  proxy  statement  and form of proxy  for the  Company's  2005  annual
meeting of stockholders pursuant to Rule 14a-8 of the Securities Exchange Act of
1934 is October 13, 2004.  Stockholders  wishing to submit proposals or director
nominations  that are not to be included in such proxy  statement and proxy must
do so not later than the close of business on the 90th day nor earlier  than the
close of  business  on the  120th  day  prior to the  first  anniversary  of the
preceding  year's annual meeting of  stockholders  (no earlier than November 16,
2004 and no later than  December 16, 2004,  as currently  scheduled);  provided,
however,  that in the event that the date of the annual meeting of  stockholders
is advanced more than 30 days prior to or delayed by more than 30 days after the
anniversary of the preceding  year's annual meeting of  stockholders,  notice by
the  stockholder to be timely must be so delivered not earlier than the close of
business on the 120th day prior to such annual  meeting of  stockholders  or the
10th day  following  the day on which  public  announcement  of the date of such
meeting is first made. Stockholders wishing to submit any such proposal are also
advised to review Rule 14a-8 under the  Securities  Exchange Act of 1934 and the
Company's  Bylaws,  which  contain  additional   requirements  with  respect  to
stockholder proposals and director nominations.


                                       2




                                   PROPOSAL 1

                              ELECTION OF DIRECTORS


The Company's  Certificate  of  Incorporation  and Bylaws provide that the Board
will be  divided  into  three  classes,  each  class  consisting,  as  nearly as
possible, of one-third of the total number of directors,  with each class having
a three-year term.  Vacancies on the Board may be filled only by persons elected
by a majority of remaining directors.  A director elected by the Board to fill a
vacancy  (including a vacancy created by an increase in the authorized number of
directors)  shall  serve  for the  remainder  of the full  term of the  class of
directors in which the vacancy  occurred and until such director's  successor is
elected and qualified.

The Board is presently composed of six members.  There are four directors of the
Company whose term of office expires in 2004: Raimon L. Conlisk; Marion M. (Mel)
Stuckey;  John Reardon;  and Randall L.-W. Caudill.  Mr. Stuckey and Mr. Reardon
have been  nominated by the Board for  re-election  at the Annual  Meeting.  Dr.
Caudill and Mr. Conlisk have chosen to not stand for  re-election  and thus will
cease to be  directors  of the Company  upon the  election of  directors  at the
Annual  Meeting.  Mr.  Conlisk and Dr.  Caudill were  previously  elected by the
stockholders.  Mr.  Stuckey  and Mr.  Reardon  were  appointed  to the  Board in
December 2003 and February  2004,  respectively,  to fill  vacancies  created by
increases  in the  authorized  number of  directors.  If  elected  at the Annual
Meeting,  Mr.  Stuckey  and Mr.  Reardon  would each serve until the 2007 annual
meeting and until their  successor is elected and has qualified,  or until their
earlier death, resignation or removal.

Directors  are  elected  by a  plurality  of the  votes  present  in  person  or
represented  by proxy and  entitled  to VOTE.  Shares  represented  by  executed
proxies will be voted,  if authority to do so is not withheld,  for the election
of the nominee named below.  In the event that the nominee should be unavailable
for election as a result of an unexpected  occurrence,  shares will be voted for
the  election of a substitute  nominee as  management  may  propose.  The person
nominated  for  election  has agreed to serve if elected and  management  has no
reason to believe that the nominee will be unable to serve.

Set forth below is biographical  information  for the person  nominated and each
person  whose  term of office  as a  director  will  continue  after the  Annual
Meeting.

NOMINEES FOR ELECTION FOR A THREE-YEAR TERM EXPIRING AT THE 2007 ANNUAL MEETING

Marion M. (Mel) Stuckey

Mr.  Stuckey,  65, was appointed as a director by unanimous vote of the Board on
December 9, 2003. Since 2001, Mr. Stuckey has served as Chief Executive  Officer
of CEO  Jumpstart  LLC, a management  consulting  firm.  From 1983 to 2001,  Mr.
Stuckey  was the  Chairman  of the Board and Chief  Executive  Officer of Fourth
Shift Corporation,  a provider of supply chain and customer management software.
From 1978 to 1982,  Mr.  Stuckey  was the  President  of the CPI  subsidiary  of
Control  Data  Corporation.  From 1962 to 1978,  Mr.  Stuckey  was the  Northern
California and Nevada Manager for IBM Corporation.

John Reardon

Mr.  Reardon,  43, was appointed as a director by unanimous vote of the Board on
February 10, 2004. Since 1990, Mr. Reardon has served as President and member of
the Board of  Directors of The RTC Group,  a technical  publishing  company.  In
1994, Mr. Reardon founded a Dutch corporation,  AEE, to mirror the activities of
RTC in the European  market.  In 1995, Mr. Reardon acquired the assets of James,
Morgan and Associates, an event planning company and in 2001 acquired Annabooks,
LLC, a technical book  publisher.  In 1999, Mr. Reardon was elected to the Board
of Directors of One Stop Systems,  a computing systems and components design and
manufacturing company.

                        THE BOARD OF DIRECTORS RECOMMENDS
                     A VOTE IN FAVOR OF THE NAMED NOMINEES.



                                       3


DIRECTOR CONTINUING IN OFFICE UNTIL THE 2005 ANNUAL MEETING

Ronald J. Ritchie

Mr. Ritchie, 63, has served as a director since 1997. From October 1999 to date,
Mr.  Ritchie  has served as  president  of Ritchie  Associates,  a business  and
management  consulting  firm. Mr. Ritchie served as Chairman of the Board of VXI
Electronics, Inc., a supplier of power conversion components, from February 1998
until its  acquisition  by Celestica  Inc. in September  1999.  Mr.  Ritchie was
President and CEO of Akashic  Memories  Corporation,  a firm supplying thin film
hard disk media to manufacturers  of disk drive products,  from November 1996 to
January  1998.  From May 1994 to  November  1996,  Mr.  Ritchie  also  served as
President of Ritchie Associates. From August 1992 to April 1994, Mr. Ritchie was
President and Chief Operating Officer of Computer Products,  Inc., a supplier of
power  conversion  components  and  system  applications  for the  computer  and
networking industry.  Prior to August 1992, Mr. Ritchie held President or senior
executive positions at Ampex Corporation,  Canaan Computer  Corporation,  Allied
Signal  Corporation and Texas  Instruments.  From October 1999 to June 2002, Mr.
Ritchie also served as director of PixTech,  Inc., a provider of field  emission
displays  to  worldwide  customers,  and he served as  interim  Chief  Executive
Officer of PixTech from August 2001 to June 2002.

DIRECTOR CONTINUING IN OFFICE UNTIL THE 2006 ANNUAL MEETING

William B. Heye, Jr.

Mr. Heye, 65, joined the Company in November 1991 as President,  Chief Executive
Officer and a member of the Board of Directors.  From 1989 to November  1991, he
served as Executive  Vice  President of Ampex  Corporation,  a  manufacturer  of
high-performance  scanning  recording  systems,  and  President  of Ampex  Video
Systems  Corporation,  a  wholly-owned  subsidiary  of Ampex  Corporation  and a
manufacturer  of  professional  video  recorders  and  editing  systems  for the
television  industry.  From 1986 to 1989,  Mr.  Heye  served as  Executive  Vice
President of Airborn,  Inc., a manufacturer  of components for the aerospace and
military markets.  Prior to 1986, Mr. Heye served in senior management positions
at Texas  Instruments,  Inc. in the United States and overseas,  including  Vice
President  and  General  Manager of Consumer  Products  and  President  of Texas
Instruments Asia, Ltd.



                                       4


BOARD COMMITTEES AND MEETINGS

During the fiscal year ended October 31, 2003 the Board held seven  meetings and
acted by unanimous written consent one time. The Board has an Audit Committee, a
Compensation Committee and a Nominating and Governance Committee.

The Audit Committee of the Board (the "Audit Committee") oversees the accounting
and financial reporting processes of the Company and the audits of the Company's
financial  statements,  and  otherwise  assists  the  Board  in  fulfilling  its
oversight  responsibilities  by  reviewing  and  reporting  to the  board on the
integrity of the financial reports and other financial  information  provided by
the Company to any governmental body or to the public.  The Audit Committee also
reviews the qualifications, independence and performance, and approves the terms
of engagement,  of the Company's  independent  auditor, and prepares any reports
required of the Audit Committee under  applicable law, the rules and regulations
of the Securities  and Exchange  Commission or the listing  requirements  of the
Nasdaq  Stock  Market  ("Nasdaq").  Further,  the Audit  Committee  oversees the
performance  of the  Company's  internal  audit  function  and legal  compliance
requirements.   The  Audit  Committee,  which  consists  of  three  non-employee
directors,  Dr. Caudill,  Mr. Conlisk and Mr. Ritchie,  held six meetings during
fiscal 2003. The Audit  Committee  recently  adopted an updated Audit  Committee
Charter,  which is attached as  Appendix A to these proxy  materials.  The Audit
Committee Charter can also be accessed on the Internet via the Company's website
at www.sbei.com.

All members of the Company's Audit Committee are independent  within the meaning
of the Nasdaq  listing  standards and the rules of the  Securities  and Exchange
Commission.  All members of the Audit  Committee meet Nasdaq's  audit  committee
financial  sophistication  requirements.  The  Company  does not have an  "audit
committee  financial  expert"  (as  defined in the rules of the  Securities  and
Exchange  Commission)  serving on the Audit  Committee but the Company  believes
that the background and financial  sophistication  of its members are sufficient
to fulfill the duties of the Audit Committee.  Nasdaq does not currently require
that audit committees  include an "audit committee  financial expert." The rules
of the  Securities  and Exchange  Commission  and the Nasdaq  listing  standards
require  that  the  Company  maintain  an  audit  committee  of at  least  three
independent  directors.  At the Annual  Meeting,  the Company will cease to meet
that  requirement.  It is  anticipated  that  immediately  prior  to the  Annual
Meeting, Mr. Stuckey will be appointed to the Audit Committee, so that after the
Annual Meeting the Audit  Committee will consist of Mr. Ritchie and Mr. Stuckey.
The Nominating  Committee (described below) is actively searching for additional
suitable  independent  director  candidates,  including candidates for the Audit
Committee.

The  Compensation   Committee  of  the  Board  (the  "Compensation   Committee")
discharges the Board's responsibilities relating to compensation and benefits of
the  Company's   executive  officers  and  directors.   In  carrying  out  these
responsibilities, the Compensation Committee reviews all components of executive
officer  and  director   compensation  for  consistency  with  the  Compensation
Committee's  compensation  philosophy  as in  effect  from  time  to  time.  The
Compensation  Committee,  which consists of three  non-employee  directors,  Dr.
Caudill, Mr. Conlisk and Mr. Ritchie, held one meeting during fiscal 2003.

The  Nominating  and  Governance  Committee  of the Board (the  "Nominating  and
Governance  Committee")  was formed in January 2004 to develop and  recommend to
the  Board  criteria  for  selecting  qualified  director  candidates,  identify
individuals qualified to become Board members, evaluate and select, or recommend
to the  Board,  director  nominees  for each  election  of  directors,  consider
committee  member  qualifications,  appointment and removal,  recommend codes of
conduct and codes of ethics applicable to the Company and provides  oversight in
the  evaluation of the Board and each  committee.  The Nominating and Governance
Committee has no formal process for considering director candidates  recommended
by stockholders but its policy is to give due  consideration to any and all such
candidates.  If a  stockholder  wishes to recommend a director  candidate,  such
stockholder  should mail the name,  background and contact  information for such
candidate to the Nominating and Governance Committee at the Company's offices at
2305 Camino Ramon,  Suite 200, San Ramon,  California  24583. The Nominating and
Governance Committee intends to develop a process for identifying and evaluating
all nominees for  director,  including  any  recommended  by  stockholders,  and
minimum  requirements for nomination.  The Nominating and Governance  Committee,
which consists of three non-employee  directors,  Messrs.  Conlisk,  Ritchie and
Stuckey,  was not formed until fiscal 2004 and therefore held no meetings during
fiscal  2003.  All  members  of the  Nominating  and  Governance  Committee  are
independent  (as  independence is currently  defined in Rule  4200(a)(14) of the
NASD listing standards).  The Nominating and Governance  Committee has adopted a
written  Nominating and Governance  Charter that can be accessed on the Internet
via the Company's website at www.sbei.com.



                                       5


During the fiscal year ended October 31, 2003, each Board member attended 75% or
more of the  aggregate  of the  meetings of the Board and of the  committees  on
which he served, held during the period for which he was a director or committee
member, respectively.

STOCKHOLDER/BOARD COMMUNICATIONS

The  Board  has  not  developed  a  formal  process  for  stockholders  to  send
communications directly to the Board but stockholders can mail communications to
the Board at the Company's  offices at 2305 Camino Ramon,  Suite 200, San Ramon,
California  94583.  The Board is of the view that this process is sufficient for
allowing stockholders to communicate with the Board.

The Company does not currently  have a formal policy  regarding  Board  members'
attendance at annual meetings of  stockholders,  but historically all members of
the Board have attended  such  meetings.  All members of the Board  attended the
2003 annual meeting of stockholders.

CODE OF BUSINESS CONDUCT AND CODE OF ETHICS

In fiscal 2003, the Company  established a Code of Business  Conduct to help its
officers,  directors and employees  comply with the law and maintain the highest
standards  of  ethical  conduct.  The Code of  Business  Conduct  sets out basic
principles  and a  methodology  to help  guide  all of the  Company's  officers,
directors and employees in the attainment of this common goal.

All of the Company's  employees  must carry out their duties in accordance  with
the policies set forth in the Code of Business  Conduct and with applicable laws
and regulations. The Code of Business Conduct includes a separate Code of Ethics
that applies  specifically to the Company's  Chief Executive  Officer and senior
financial  officers.  A copy of the Code of Business  Conduct and Code of Ethics
can be accessed on the Internet via the Company's website at www.sbei.com.



                                       6


                       COMPENSATION OF EXECUTIVE OFFICERS

SUMMARY COMPENSATION TABLE

The following table shows, for the fiscal years ended October 31, 2001, 2002 and
2003,  compensation  awarded  or paid to,  or earned  by,  the  Company's  Chief
Executive  Officer  and its  other  [four]  most  highly  compensated  executive
officers  who earned more than  $100,000 in salary and bonus in fiscal 2003 (the
"Named Executive Officers"):



                                                                                      Long-Term
                                                                                     Compensation
                                               Annual Compensation                      Awards
                             ---------------------------------------------------   -----------------
                                                                   Other Annual        Securities         All Other
                                                                   Compensation        Underlying       Compensation
Name and Principal Position   Year     Salary ($)    Bonus ($)        ($)(1)          Options (#)          ($)(2)
---------------------------   ----     ----------    ---------        ------          -----------          ------
                                                                                            
Mr. William B. Heye, Jr.      2003      $238,028            $0        $4,968                --             $5,100
President and Chief           2002       234,383         1,000                         100,000              5,100
Executive Officer             2001       233,861       171,013       (1,425)            35,000              5,100

Mr. Kirk Anderson (3)         2003       110,297            --           175                --              3,218
Vice President of             2002       108,598            --           327           100,000              3,283
Operations                    2001       113,522         8,000           339            33,000              3,406

Mr. David W. Brunton (4)      2003       140,000            --           444                --              4,200
Vice President, Finance,      2002       140,000            --           151           170,000              4,200
Chief Financial Officer

Mr. Daniel Grey (5)           2003       200,004            --         4,051                --              3,500
Senior Vice President of      2002       200,004        30,000         3,994           100,000              5,100
Sales and Marketing           2001       113,944        37,500        40,159           150,000                 --


-----------------

(1)      Includes  $4,968,  $444,  $451 and $175  attributable in fiscal 2003 to
         Messrs. Heye Brunton,  Grey and Anderson,  $1,007,  $151, $394 and $327
         attributable in fiscal 2002 to Messrs. Heye, Brunton, Grey and Anderson
         and $2,388, $259 and $339 attributable in fiscal 2001 to Messrs.  Heye,
         Grey and Anderson,  respectively,  for premiums paid by the Company for
         group term life insurance.  Also includes $2,431 paid to the Company by
         Mr. Heye in fiscal 2002 for group term life  insurance.  Also  includes
         $3,600 attributable in fiscal 2003 and 2002 and $12,500 attributable in
         fiscal 2001 to Mr. Grey for automobile allowance. Also includes $25,000
         attributable  in fiscal 2001 to Mr. Grey for  housing  allowance.  Also
         includes  $2,400  attributable  in fiscal  2001 to Mr. Grey for medical
         insurance premiums.

(2)      The sum for each Named  Executive  Officer  was paid by the  Company as
         matching and profit sharing  contributions to the Company's Savings and
         Investment Plan and Trust.

(3)      Mr. Anderson became an executive officer in October 2001.

(4)      Mr. Brunton became an executive officer in November 2001

(5)      Mr. Grey became an executive officer in May 2001.



                                       7


STOCK OPTION GRANTS

The Company grants options to its executive  officers under its 1996 Plan. As of
December  31,  2003,  options  to  purchase  a total of  1,006,630  shares  were
outstanding  under the 1996 Plan and options to purchase 223,964 shares remained
available for grant thereunder.

The following  tables show for the fiscal year ended  October 31, 2003,  certain
information regarding options granted to, exercised by, and held at year end by,
the Named Executive  Officers.  No options were exercised by the Named Executive
Officers during fiscal 2003.

                     Stock Option Grants in Last Fiscal Year



                                                                              Potential Realizable Value at Assumed
                                                                            Annual Rates of Stock Price Appreciation
                                           Individual Grants                             for Option Term
                             ---------------------------------------------- -----------------------------------------
                                                Percentage
                                                 of Total
                               Number of         Options
                               Securities       Granted to       Exercise
                               Underlying       Employees        or Base
                                Options          in fiscal       Price Per    Expiration
            Name                Granted            2003           Share         Date         5% ($)        10% ($)
            ----                -------            ----           -----         ----         ------        -------
                                              
  Mr. William B. Heye, Jr.           0              0%               ---        ---              ---           ---

  Mr. Kirk Anderson                  0              0%               ---        ---              ---           ---

  Mr. David W. Brunton               0              0%               ---        ---              ---           ---

  Mr. Daniel Grey                    0              0%               ---        ---              ---           ---


                   AGGREGATED OPTION EXERCISES IN FISCAL 2003
                   AND Value of Options At End of Fiscal 2003



                                  Number of Securities Underlying          Value of Unexercised
                                   Unexercised Options at FY-End      In-the-Money Options at FY-End
                                              (#) (1)                            ($) (1)
                                  ---------------------------------   -------------------------------
                Name               Exercisable      Unexercisable     Exercisable      Unexercisable
                ----               -----------      -------------     -----------      -------------
                                                                           
       Mr. William B. Heye, Jr.       250,000               --          $521,600               --
       Mr. Kirk Anderson              155,584            1,667           651,758           $4,532
       Mr. David W. Brunton           170,000               --           861,400               --
       Mr. Daniel Grey                229,190           13,900           946,662           46,982



---------------
(1)      Fair market  value of the  Company's  Common  Stock at October 31, 2003
         ($6.00)  minus the exercise  price of the options  solely to the extent
         that options were "in-the-money" as of such date.



                                       8


REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS/1/

The Audit Committee has reviewed and discussed the audited financial  statements
of the  Company for the year ended  October 31,  2003.  The  Committee  has also
discussed the audited financial statements with management and BDO Seidman, LLP,
the Company's independent auditors.

The Audit Committee has discussed with BDO Seidman,  LLP the matters required to
be  discussed  by  Statements  on Auditing  Standards  No. 61  (Codification  of
Statements on Auditing Standards AU ss.380), as modified or supplemented.


The  Audit  Committee  has  discussed  with  BDO  Seidman,   LLP  the  auditor's
independence  from the Company and its  management  including the matters in the
written disclosures required by the Independence  Standards Board Standard No. 1
(Independence  Discussions with Audit Committees).  The Audit Committee has also
received the letter from BDO Seidman, LLP required by the Independence Standards
Board Standard No. 1.


Based on the foregoing  review and discussions  with management and BDO Seidman,
LLP, the Audit Committee has  recommended to the Board,  and the Board approved,
the inclusion of the audited financial statements in the Company's Annual Report
on Form  10-K  for the  year  ended  October  31,  2003,  to be  filed  with the
Securities and Exchange Commission.  The Audit Committee and the Board also have
recommended,  subject to  stockholder  approval,  the selection of the Company's
independent auditors for the year ending October 31, 2004.


                                                   Audit Committee Members:

                                                   Randall L-W. Caudill
                                                   Raimon L. Conlisk
                                                   Ronald J. Ritchie

--------

/1/  The  material in this report is not  "soliciting  material,"  is not deemed
     "filed" with the SEC, and is not to be  incorporated  by reference into any
     filing of the Company under the Securities Act of 1933, as amended,  or the
     Securities  Exchange Act of 1934, as amended,  whether made before or after
     the date hereof and irrespective of any general  incorporation  language in
     any such filing.


                                       9



                                   PROPOSAL 2

                 APPROVAL OF 1996 STOCK OPTION PLAN, AS AMENDED


In July 1987, the Board adopted, and the stockholders subsequently approved, the
Company's  1987  Supplemental  Stock  Option  Plan.  This plan was  amended  and
restated  in January  1996 and  retitled  the 1996 Stock  Option Plan (the "1996
Plan").  In December  1997,  January 1999,  January 2001 and December  2001, the
Board further amended the 1996 Plan and the stockholders  subsequently  approved
such  amendments.  In May 2002 and July 2002, the Board further amended the 1996
Plan in connection with the transfer of the Company's  Common Stock listing from
the Nasdaq National Market to the Nasdaq  SmallCap  Market.  As a result of such
transfer, the Company became subject to certain California state "blue sky" laws
and regulations  that apply to equity  incentive plans. The 2002 amendments were
made in an  effort  to  obtain  a  permit  from  the  California  Department  of
Corporations  that would allow the Company to make equity  grants under the 1996
Plan to the same  extent as they had been  made  prior to such  transfer.  As is
described  in Proposal 5 below,  such permit has not yet been  obtained  but the
Company  wishes  to  obtain  such  permit  if  Proposal  5 is  passed.  The 2002
amendments  were not subject to stockholder  approval.  At October 31, 2003, the
aggregate number of shares of the Company's Common Stock authorized for issuance
under the 1996 Plan was 1,730,000 shares.

On October 31, 2003,  options (net of canceled or expired  options)  covering an
aggregate of 956,630  shares of the Company's  Common Stock had been granted and
were  outstanding  under the 1996 Plan, and only 273,964 shares (plus any shares
that  might  in the  future  be  returned  to  the  1996  Plan  as a  result  of
cancellations  or  expiration  of options)  remained  available for future grant
under the 1996 Plan.  No shares  were issued  from this plan in fiscal  2003.  A
total  of  36,387  shares  were  granted  under  the 1996  Plan to  non-employee
directors  as partial  payment of their  directors'  fees.  No options have been
granted to non-employee directors under the 1996 Plan.

In December 2003,  the Board approved an amendment to the 1996 Plan,  subject to
stockholder  approval,  to increase the number of shares authorized for issuance
under the 1996  Plan  from a total of  1,730,000  shares  to  2,730,000  shares.
Although  at  present  the  Board has no plans to issue  the  additional  shares
authorized for issuance under the 1996 Plan, the Board adopted this amendment to
ensure that the Company can  continue  to grant stock  options to  employees  at
levels determined appropriate by the Board and the Compensation Committee.

Stockholders  are  requested  in this  Proposal 2 to approve  the 1996 Plan,  as
amended. The affirmative vote of the holders of a majority of the shares present
in person or  represented  by proxy and  entitled to vote at the meeting will be
required to approve the 1996 Plan, as amended.

                        THE BOARD OF DIRECTORS RECOMMENDS
                         A VOTE IN FAVOR OF PROPOSAL 2.

The essential features of the 1996 Plan are outlined below:

GENERAL

The 1996 Plan provides for the grant of both  incentive and  nonstatutory  stock
options as well as stock bonus awards. Incentive stock options granted under the
1996 Plan are  intended  to  qualify as  "incentive  stock  options"  within the
meaning of Section 422 of the  Internal  Revenue  Code of 1986,  as amended (the
"Code"). Nonstatutory stock options granted under the 1996 Plan are intended not
to qualify as incentive  stock options under the Code.  See "Federal  Income Tax
Information" for a discussion of the tax treatment of incentive and nonstatutory
stock options.

PURPOSE

The 1996 Plan was  adopted to provide a means by which  selected  employees  and
non-employee  directors  of and  consultants  to the Company and its  affiliates
could be given an  opportunity  to purchase  stock in the Company,  to assist in
retaining the services of employees holding key positions,  to secure and retain
the  services  of  persons  capable  of filling  such  positions  and to provide
incentives  for persons  eligible to  participate  in the plan to exert  maximum
efforts  for the success of the  Company.  Approximately  100% of the  Company's
approximately  36 employees,  non-employee  directors and consultants  currently
participate  in the 1996  Plan.  All of the  Company's  employees,  non-employee
directors and consultants are eligible to participate in the 1996 Plan.



                                       10


ADMINISTRATION

The 1996 Plan is administered by the Board.  The Board has the power to construe
and interpret the 1996 Plan and,  subject to the provisions of the 1996 Plan, to
determine  the  persons to whom and the dates on which an option and stock bonus
award will be  granted,  the  number of shares to be subject to each  option and
stock bonus award, the time or times during the term of each option within which
all or a portion of such option may be exercised,  the exercise price,  the type
of consideration  and other terms of the option and stock bonus award. The Board
is  authorized  to  delegate  administration  of the  1996  Plan to a  committee
composed  of not fewer than two  members of the Board.  The Board has  delegated
administration  of the 1996 Plan to the Compensation  Committee of the Board. As
used  herein  with  respect  to  the  1996  Plan,  the  "Board"  refers  to  the
Compensation Committee as well as to the Board of Directors itself. In addition,
the 1996 Plan  provides  that,  in the Board's  discretion,  directors who grant
options to employees  covered under Section 162(m) of the Code generally will be
"outside  directors"  as defined  in Section  162(m).  See  "Federal  Income Tax
Information" below for a discussion of the application of Section 162(m).

ELIGIBILITY

Incentive  stock  options  may be granted  under the 1996 Plan only to  selected
employees  (including  officers)  of the  Company and its  affiliates.  Selected
employees  (including  officers),  directors  and  consultants  are  eligible to
receive  nonstatutory  stock  options and stock bonus award under the 1996 Plan.
While directors who are not employees of or consultants to the Company or to any
affiliate of the Company are eligible to participate in the 1996 Plan, it is the
policy of the Company to grant only stock bonus awards to such  directors  under
the 1996 Plan.

No incentive  stock option may be granted under the 1996 Plan to any person who,
at the time of the grant,  owns (or is deemed to own) stock possessing more than
10% of the total  combined  voting power of the Company or any  affiliate of the
Company (defined as a "10% Stockholder"), unless the option exercise price is at
least 110% of the fair  market  value of the stock  subject to the option on the
date of grant,  and the term of the option  does not exceed  five years from the
date of grant.  To the extent that the Company is subject to Section  260.140.41
of Title 10 of the California Code of Regulations,  no nonstatutory stock option
may be  granted  under the 1996 Plan to any 10%  Stockholder  unless  the option
exercise price is at least 110% of the fair market value of the stock subject to
the option on the date of grant.

For incentive  stock options  granted  under the 1996 Plan,  the aggregate  fair
market  value,  determined  at the time of grant,  of the shares of Common Stock
with  respect to which such  options  are  exercisable  for the first time by an
employee  during any calendar  year (under all such plans of the Company and its
affiliates)  may not exceed  $100,000.  To the extent that such  aggregate  fair
market value exceeds  $100,000,  such incentive stock options will be treated as
nonstatutory stock options.

No person may be granted options under the 1996 Plan during any calendar year to
purchase in excess of 150,000 shares of Common Stock.  This  limitation  permits
the Company under Section 162(m) of the Code to continue to be able to deduct as
a business expense certain compensation  attributable to the exercise of options
granted under the 1996 Plan.  Section  162(m) denies a deduction to any publicly
held corporation for certain compensation paid to covered employees in a taxable
year to the extent  that the  compensation  exceeds  $1,000,000  for any covered
employee,  unless  certain  conditions are  satisfied.  See "Federal  Income Tax
Information" below for a discussion of the application of Section 162(m).

STOCK SUBJECT TO THE 1996 PLAN

If this proposal is approved,  an aggregate of 2,730,000  shares of Common Stock
will be authorized for issuance under the 1996 Plan, provided,  however, that if
at the time of each grant of options or stock bonus  awards under the 1996 Plan,
to the extent the  Company is subject to Section  260.140.45  of Title 10 of the
California  Code of  Regulations,  then the total number of securities  issuable
upon exercise of all outstanding options under the 1996 Plan,  excluding certain
securities,  and the total number of shares  called for under any stock bonus or
similar plan of the Company shall not exceed 30% of the then outstanding capital
stock of the Company unless a percentage higher than 30% is approved by at least
two-thirds of the  outstanding  securities  entitled to vote. If options granted
under the 1996 Plan expire or otherwise  terminate without being exercised,  the
Common Stock not purchased  pursuant to such options again becomes available for
issuance under the 1996 Plan.



                                       11


TERMS OF OPTIONS

The following is a  description  of the  permissible  terms of options under the
1996 Plan.  Individual option grants may be more restrictive as to any or all of
the permissible terms described below.

EXERCISE PRICE; PAYMENT. The exercise price of incentive stock options under the
1996 Plan may not be less than the fair market value of the Common Stock subject
to the  option  on the  date  of the  option  grant  and,  in  some  cases  (see
"Eligibility"  above),  may not be less than 110% of such fair market value. The
exercise price of nonstatutory  options under the 1996 Plan may not be less than
85% of the fair market  value of the Common  Stock  subject to the option on the
date of the option grant, and in some cases (see  "Eligibility"  above), may not
be less than 110% of such fair market  value.  However,  if options were granted
with  exercise   prices  below  market  value,   deductions   for   compensation
attributable to the exercise of such options could be limited by Section 162(m).
See "Federal Income Tax Information." As of December 31, 2003, the closing price
of the  Company's  Common  Stock as reported on the Nasdaq  SmallCap  Market was
$6.91 per share.

In the event of a decline in the value of the Company's  Common Stock, the Board
has the authority to offer  employees  the  opportunity  to replace  outstanding
higher priced options, whether incentive or nonstatutory,  with new lower priced
options, provided, however, that to the extent the Company is subject to Section
260.140.41 of Title 10 of the California  Code of Regulations on the date of any
repricing,  the exercise  price of the new lower priced options will not be less
than 85% of the fair market value of the Common  Stock  subject to the option on
the date of the  repricing,  except  that the  price  shall be 110% of such fair
market value in the case of a 10%  Stockholder.  The Company has  provided  that
opportunity  to  employees  in the past.  Both the  replaced  option and the new
option are counted against the 150,000 shares per calendar year limitation.

CONSIDERATION. The exercise price of options granted under the 1996 Plan must be
paid  either:  (a) in cash at the time the  option is  exercised;  or (b) at the
discretion  of the Board,  (i) by delivery of other Common Stock of the Company,
(ii) pursuant to a deferred  payment  arrangement  or (iii) in any other form of
legal consideration acceptable to the Board.

OPTION EXERCISE.  Options granted under the 1996 Plan may become  exercisable in
cumulative  increments  ("vest") as determined by the Board.  Shares  covered by
currently  outstanding options under the 1996 Plan typically vest at the rate of
1/48th  per  month  (25% per year)  with  one-year  cliff  vesting,  during  the
optionholder's  continuous  service with the company.  Shares covered by options
granted in the future  under the 1996 Plan may be subject to  different  vesting
terms,  provided,  however,  that to the extent  that the  Company is subject to
Section  260.140.41 of Title 10 of the California Code of  Regulations,  options
granted to an  employee  who is not an  officer,  director  or  consultant  will
provide  for  vesting of at least 20% per year over five years from the date the
option  was  granted  (subject  to  reasonable   conditions  such  as  continued
employment)  and options  granted to officers,  directors or consultants  may be
made fully  exercisable  (subject to  reasonable  conditions  such as  continued
employment)  at any time or during any period  established  by the Company.  The
Board  has the  power to  accelerate  the time  during  which an  option  may be
exercised. In addition,  options granted under the 1996 Plan may permit exercise
prior to vesting,  but in such event the  optionholder  may be required to enter
into an early  exercise  stock  purchase  agreement  that  allows the Company to
repurchase shares not yet vested at their exercise price should the optionholder
leave the  continuous  service  of the  Company  before  vesting.  To the extent
provided by the terms of an option,  an  optionholder  may satisfy any  federal,
state or local tax  withholding  obligation  relating  to the  exercise  of such
option by (i) a cash  payment upon  exercise,  (ii)  authorizing  the Company to
withhold a portion of the stock  otherwise  issuable  to the  optionholder  as a
result of the  exercise  of the  option,  provided,  however,  that no shares of
common  stock are  withheld  with a value  exceeding  the minimum  amount of tax
required  to be  withheld by law (or such lower  amount as may be  necessary  to
avoid variable award accounting),  (iii) delivering  already-owned  stock of the
Company or (iv) a combination of these means.

TERM. The maximum term of options under the 1996 Plan is ten years,  except that
in certain  cases (see  "Eligibility")  the maximum term is five years.  Options
under  the  1996  Plan   terminate   three  months  after   termination  of  the
optionholder's  continuous  service  with the  Company or any  affiliate  of the
Company,  unless (a) such  termination  is due to such person's  disability,  in
which case the option may, but need not,  provide that the vested portion of the
option may be exercised at any time within one year of such termination; (b) the
optionholder dies while employed by or serving as a consultant to the Company or
any  affiliate of the Company,  or within  three  months  after  termination  of
continuous service, in which case the option may, but need not, provide that the
vested  portion of the option may be  exercised  within  eighteen  months of the
optionholder's  death by the person or persons to whom the rights to such option
pass by will or by the laws of descent  and  distribution;  or (c) the option by
its terms specifically provides otherwise, provided, however, that to the extent
that the Company is subject to Section  260.140.41 of Title 10 of the California
Code of  Regulations,  the exercise  period of the vested  portion of the option
shall  not be less  than  six  months  if  termination  was  caused  by death or
disability  and,  unless  termination  was for  cause,  no less  than 30 days if
termination was caused by other than death or disability.  Individual options by
their terms may provide for exercise  within a longer  period of time  following
termination of continuous  service.  The option term may also be extended in the
event that  exercise  of the option  within  these  periods  is  prohibited  for
specified  reasons,  but in no case  will an  option  be  exercisable  after its
expiration date.



                                       12


TERMS OF STOCK BONUS AWARDS

The terms and conditions of stock bonus awards may change from time to time, and
the terms and  conditions of separate  stock bonus awards need not be identical,
but each stock bonus award shall  include the substance of each of the following
provisions:

CONSIDERATION.  A stock  bonus  award may be awarded in  consideration  for past
services actually rendered to the Company or an affiliate of the Company for its
benefit. Alternatively cash may be paid for a stock bonus award.

VESTING. Subject to the restrictions described in "Repurchase Limitation" below,
shares of common stock  awarded  under a stock bonus award may, but need not, be
subject to a share repurchase  option in favor of the Company in accordance with
a vesting schedule to be determined by the Board.

TERMINATION OF  PARTICIPANT'S  CONTINUOUS  SERVICE.  Subject to the  limitations
described  in  "Repurchase  Limitation"  below,  in the  event  that a 1996 Plan
participant's continuous service with the Company or an affiliate of the Company
terminates,  the Company may  reacquire any or all of the shares of Common Stock
held by the participant that have not vested as of the date of termination under
the terms of the stock bonus award.

REPURCHASE LIMITATION

The terms of any repurchase  option will be specified in the option agreement or
stock  bonus  agreement.  To the extent  that the  Company is subject to Section
260.140.41  or  Section  260.140.42  of  Title  10 of  the  California  Code  of
Regulations  at the  time an  option  grant or stock  bonus  award is made,  any
repurchase  option  contained in an option  agreement  or stock bonus  agreement
granted to a person who is not an officer, director or consultant of the Company
shall be on the following  terms:  (i) the right to  repurchase  shall be at the
original  purchase  price  and  shall  lapse at the rate of at least  20% of the
shares of Common  Stock per year  over five  years  from the date the  option or
stock  bonus award is granted  (without  respect to the date the option or stock
bonus  award  was  exercised  or  became  exercisable)  and  (ii)  the  right to
repurchase  shall  be  exercised  for cash or  cancellation  of  purchase  money
indebtedness  for the shares of Common Stock within 90 days of termination as an
employee,  director  or  consultant  (or in the case of shares  of Common  Stock
issued upon exercise of options after such date of  termination,  within 90 days
after the date of the exercise) or such longer period as may be agreed to by the
Company  and the  participant  (for  example,  for  purposes of  satisfying  the
requirements  of  Section  1202(c)(3)  of the Code  regarding  "qualified  small
business stock").

ADJUSTMENT PROVISIONS

If there is any  change in the stock  subject to the 1996 Plan or subject to any
option  or stock  bonus  award  granted  under the 1996  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
1996 Plan and options  and stock bonus  awards  outstanding  thereunder  will be
appropriately  adjusted as to the class and the maximum number of shares subject
to such plan,  the  maximum  number of shares that may be granted to an employee
during a calendar year,  and the class,  number of shares and price per share of
stock subject to such outstanding options and stock bonus awards.

EFFECT OF CERTAIN CORPORATE EVENTS

The 1996 Plan provides that, in the event of a dissolution or liquidation of the
Company,  specified  type of merger or other  corporate  reorganization,  to the
extent permitted by law, any surviving  corporation may assume options and stock
bonus awards  outstanding under the 1996 Plan or substitute  similar options and
stock  bonus  awards  for  those  outstanding  under  the  1996  Plan,  or  such
outstanding  options  and stock  bonus  awards  will  continue in full force and
effect.  In the  event  that any  surviving  corporation  declines  to assume or
continue options and stock bonus awards  outstanding  under the 1996 Plan, or to
substitute  similar  options  and  stock  bonus  awards,  then with  respect  to
outstanding  options and stock  bonus  awards  held by persons  then  performing
services for the Company as employees,  directors or consultants, the vesting of
such options and stock bonus awards will be  accelerated in full and the options
shall terminate if not exercised prior to the effective date of the transaction.
The  acceleration  of an  option  or  stock  bonus  awards  in the  event  of an
acquisition  or  similar  corporate  event  may  be  viewed  as an  antitakeover
provision,  which may have the effect of  discouraging  a proposal to acquire or
otherwise obtain control of the Company.



                                       13


DURATION, AMENDMENT AND TERMINATION

The Board may suspend or terminate the 1996 Plan without stockholder approval or
ratification  at any time or from time to time.  Unless sooner  terminated,  the
1996 Plan will terminate on January 17, 2006.

The  Board  may  also  amend  the 1996  Plan at any  time or from  time to time.
However,  no amendment will be effective  unless approved by the stockholders of
the Company  within 12 months  before or after its  adoption by the Board if the
amendment would: (a) modify the requirements as to eligibility for participation
(to the extent such modification  requires stockholder approval in order for the
Plan to satisfy  Section 422 of the Code,  if  applicable,  or Rule 16b-3 ("Rule
16b-3")  of the  Securities  Exchange  Act of 1934,  as amended  (the  "Exchange
Act"));  (b) increase the number of shares  reserved for issuance under the 1996
Plan;  or (c)  change any other  provision  of the 1996 Plan in any other way if
such  modification  requires  stockholder  approval in order to comply with Rule
16b-3 of the  Exchange  Act or satisfy  the  requirements  of Section 422 of the
Code. The Board may submit any other  amendment to the 1996 Plan for stockholder
approval,  including,  but not  limited to,  amendments  intended to satisfy the
requirements   of  Section  162(m)  of  the  Code  regarding  the  exclusion  of
performance-based  compensation  from the  limitation  on the  deductibility  of
compensation paid to certain employees.

RESTRICTIONS ON TRANSFER

Under the 1996 Plan,  an incentive  stock option or stock bonus award may not be
transferred by the optionholder other than by will or by the laws of descent and
distribution and during the lifetime of the optionholder,  may be exercised only
by the optionholder.  A nonstatutory  stock option may not be transferred except
by will or by the laws of descent  and  distribution  or pursuant to a "domestic
relations order." In any case, the optionholder may designate in writing a third
party who may exercise the option in the event of the  optionholder's  death. In
addition,  shares  subject to repurchase by the Company under an early  exercise
stock purchase  agreement or stock bonus award may be subject to restrictions on
transfer which the Board deems appropriate.

INFORMATION OBLIGATION

To the extent that the Company is subject to Section  260.140.46  of Title 10 of
the California Code of Regulations at the time an option or stock bonus award is
granted, the Company shall deliver financial statements to participants at least
annually.  This  section  does  not  apply  to key  employees  whose  duties  in
connection with the Company assure them access to equivalent information.

FEDERAL INCOME TAX INFORMATION

INCENTIVE  STOCK  OPTIONS.  Incentive  stock  options  under  the 1996  Plan are
intended to be eligible for the favorable federal income tax treatment  accorded
"incentive stock options" under the Code.

There generally are no federal income tax  consequences  to the  optionholder or
the  Company by reason of the grant or exercise of an  incentive  stock  option.
However,   the  exercise  of  an   incentive   stock  option  may  increase  the
optionholder's alternative minimum tax liability, if any.

If an optionholder  holds stock acquired  through exercise of an incentive stock
option for more than two years from the date on which the option is granted  and
more than one year  from the date on which the  shares  are  transferred  to the
optionholder  upon exercise of the option,  any gain or loss on a disposition of
such stock will be capital gain or loss. Generally, if the optionholder disposes
of the  stock  before  the  expiration  of either of these  holding  periods  (a
"disqualifying disposition"),  at the time of disposition, the optionholder will
realize  taxable  ordinary  income  equal to the lesser of (a) the excess of the
stock's fair market value on the date of exercise  over the exercise  price,  or
(b) the  optionholder's  actual  gain,  if any, on the  purchase  and sale.  The
optionholder's  additional gain, or any loss, upon the disqualifying disposition
will be a capital gain or loss,  which will be long-term or  short-term  capital
gain depending on how long the optionholder  holds the stock.  Long-term capital
gains currently are generally subject to lower tax rates than ordinary income.



                                       14


To the  extent  the  optionholder  recognizes  ordinary  income  by  reason of a
disqualifying  disposition,  the Company will generally be entitled  (subject to
the requirement of reasonableness,  the provisions of Section 162(m) of the Code
and the satisfaction of a tax reporting obligation) to a corresponding  business
expense deduction in the tax year in which the disqualifying disposition occurs.

NONSTATUTORY  STOCK OPTIONS.  Nonstatutory  stock options granted under the 1996
Plan generally have the following federal income tax consequences:

There are no tax  consequences  to the  optionholder or the Company by reason of
the grant of a nonstatutory stock option.  Upon exercise of a nonstatutory stock
option,  the optionholder  normally will recognize taxable ordinary income equal
to the excess of the stock's fair market value on the date of exercise  over the
option  exercise  price.  Generally,  with respect to employees,  the Company is
required to withhold from regular wages or supplemental  wage payments an amount
based  on  the  ordinary  income  recognized.  Subject  to  the  requirement  of
reasonableness,   the   provisions  of  Section  162(m)  of  the  Code  and  the
satisfaction  of a tax  reporting  obligation,  the Company  will  generally  be
entitled to a business  expense  deduction equal to the taxable  ordinary income
realized by the  optionholder.  Upon  disposition of the stock, the optionholder
will  recognize  a capital  gain or loss  equal to the  difference  between  the
selling  price and the sum of the  amount  paid for such  stock  plus any amount
recognized  as ordinary  income upon  exercise of the option.  Such gain or loss
will  be  long-term  or  short-term  capital  gain  depending  on how  long  the
optionholder holds the stock.

STOCK BONUS  AWARDS.  Upon the grant of a stock bonus award that is fully vested
on the date of grant,  the grantee  normally  will  recognize  taxable  ordinary
income  equal the fair  market  value of the shares  subject to the stock  bonus
award  on the  date of  grant  less any  amount  actually  paid for the  shares.
Generally,  with respect to employees,  the Company is required to withhold from
regular  wages or  supplemental  wage  payments an amount  based on the ordinary
income recognized. Subject to the requirement of reasonableness,  the provisions
of  Section  162(m)  of  the  Code  and  the  satisfaction  of a  tax  reporting
obligation,  the  Company  will  generally  be  entitled  to a business  expense
deduction equal to the taxable  ordinary  income  realized by the grantee.  Upon
disposition  of the stock,  the grantee  will  recognize a capital  gain or loss
equal to the difference between the selling price and the sum of the amount paid
for such stock plus any amount recognized as ordinary income upon receipt of the
stock bonus award.  Such gain or loss will be long-term  or  short-term  capital
gain depending on how long the grantee holds the stock.

Different rules will apply to grantees who receive stock bonus awards subject to
restrictions on transfer or a substantial risk of forfeiture.  In this case, the
grantee will not recognize  ordinary  taxable income until the  restrictions  or
transfer  or the  substantial  risk of  forfeiture  lapses,  at which  point the
grantee will recognize taxable ordinary income equal to the fair market value of
the shares  subject to the stock  bonus  award on the date of the lapse less any
amount  actually  paid for the  shares.  The amount of taxable  ordinary  income
recognized by an employee is subject to income and  employment  tax  withholding
and the  Company  is  eligible  for a  corresponding  deduction  subject  to the
limitations  described  above.  The  grantee  who  receives a stock  bonus award
subject to restrictions on transfer or a substantial risk of forfeiture may make
an election  under Section 83(b) of the Code to accelerate the time at which the
grantee will recognize ordinary taxable income from the date the restrictions on
transfer or  substantial  risk of forfeiture  lapses to the time the stock bonus
award is granted.  If a Section 83(b) election is made,  the grantee  recognizes
income  on the date of grant  of the  stock  bonus  award  as  described  in the
preceding  paragraph.  The  grantee  will be taxed on the sale of the  shares as
described above.

POTENTIAL  LIMITATION ON COMPANY  DEDUCTIONS.  Section 162(m) of the Code, which
denies a deduction to any publicly held  corporation  for  compensation  paid to
certain  employees  in a taxable  year to the extent that  compensation  exceeds
$1,000,000 for a covered employee. It is possible that compensation attributable
to stock options and stock bonus  awards,  when combined with all other types of
compensation  received by a covered  employee  from the Company,  may cause this
limitation to be exceeded in any particular year.

Certain   kinds  of   compensation,   including   qualified   "performance-based
compensation,"  are  disregarded  for purposes of the deduction  limitation.  In
accordance with Treasury  regulations issued under Section 162(m),  compensation
attributable  to stock options will qualify as  performance-based  compensation,
provided that the option is granted by a compensation committee comprised solely
of "outside  directors" and either:  (i) the option plan contains a per-employee
limitation  on the number of shares for which  options  may be granted  during a
specified period,  the per-employee  limitation is approved by the stockholders,
and the  exercise  price of the option is no less than the fair market  value of
the stock on the date of grant;  or (ii) the option is granted (or  exercisable)
only  upon  the  achievement  (as  certified  in  writing  by  the  compensation
committee)  of an  objective  performance  goal  established  in  writing by the
compensation  committee while the outcome is  substantially  uncertain,  and the
option is approved by  stockholders.  Stock bonuses  granted under the 1996 Plan
will not qualify as  performance-based  compensation under the terms of the 1996
Plan but may, nevertheless, qualify as performance-based compensation if certain
conditions are met at the time the stock bonus award is granted.




                                       15

                                   PROPOSAL 3

     APPROVAL OF 2001 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN, AS AMENDED


In January 1991, the Board adopted, and the stockholders  subsequently approved,
the Company's 1991  Non-Employee  Directors'  Stock Option Plan (the "Directors'
Plan").  In January 2001, the Board amended and restated the Directors' Plan and
renamed the Directors' Plan the 2001  Non-Employee  Directors' Stock Option Plan
and the stockholders subsequently approved such amendments. In May 2002 and July
2002,  the Board further  amended the  Directors'  Plan in  connection  with the
transfer of the Company's  Common Stock listing from the Nasdaq  National Market
to the Nasdaq SmallCap Market. As a result of such transfer,  the Company became
subject to certain  California  state "blue sky" laws and regulations that apply
to equity  incentive plans. The 2002 amendments were made in an effort to obtain
a permit from the  California  Department of  Corporations  that would allow the
Company to make equity  grants under the  Directors'  Plan to the same extent as
they had been made prior to such transfer.  As is described in Proposal 5 below,
such  permit has not yet been  obtained  but the  Company  wishes to obtain such
permit  if  Proposal  5 is  passed.  The 2002  amendments  were not  subject  to
stockholder  approval. As of October 31, 2003, the aggregate number of shares of
the Company's Common Stock authorized for issuance under the Directors' Plan was
140,000 shares.

On October 31, 2003,  options (net of canceled or expired  options)  covering an
aggregate of 75,000 shares of the Company's  Common Stock had been granted under
the Directors' Plan, and 42,750 shares (plus any shares that might in the future
be returned to the plans as a result of  cancellations or expiration of options)
remained  available for future grant under the Directors' Plan.  During the last
fiscal  year,  under the  Directors'  Plan,  the Company  granted to all current
non-employee  directors,  as a group,  options to purchase  15,000  shares at an
exercise price of $0.70 per share. No other shares were issued from this plan in
fiscal 2003.

In December  2003,  the Board  approved an  amendment  to the  Directors'  Plan,
subject to stockholder approval, to increase the number of shares authorized for
issuance  under the  Directors'  Plan from a total of 140,000  shares to 340,000
shares.  Although  at  present  the Board  has no plans to issue the  additional
shares authorized for issuance under the Directors' Plan, the Board adopted this
amendment  to ensure  that the Company  can  continue to grant stock  options to
non-employee  directors at levels  determined  appropriate  by the Board and the
Compensation Committee.

Stockholders are requested in this Proposal 3 to approve the Directors' Plan, as
amended. The affirmative vote of the holders of a majority of the shares present
in person or  represented  by proxy and  entitled to vote at the meeting will be
required to approve the Directors' Plan, as amended.

                        THE BOARD OF DIRECTORS RECOMMENDS
                         A VOTE IN FAVOR OF PROPOSAL 3.

The essential  features of the  Directors'  Plan,  as amended and restated,  are
outlined below:

GENERAL

The Directors' Plan provides for non-discretionary  grants of nonstatutory stock
options.  Options  granted under the Directors' Plan are not intended to qualify
as incentive stock options, as defined under Section 422 of the Internal Revenue
Code.  See "Federal  Income Tax  Information"  below for a discussion of the tax
treatment of nonstatutory stock options.

PURPOSE

The  purpose of the  Directors'  Plan is to retain the  services  of persons now
serving as  non-employee  directors  of the  Company,  to attract and retain the
services  of persons  capable of serving on the Board and to provide  incentives
for such persons to exert maximum efforts to promote the success of the Company.

ADMINISTRATION



                                       16


The Directors' Plan is administered by the Board.  The Board has the final power
to construe and interpret the Directors'  Plan and options granted under it, and
to establish, amend and revoke rules and regulations for its administration.

SHARES SUBJECT TO THE DIRECTORS' PLAN

If this  proposal is approved,  an  aggregate of 340,000  shares of Common Stock
will be authorized for issuance pursuant to options granted under the Directors'
Plan, provided, however, that if, at the time of each grant of options under the
Directors' Plan, the Company is subject to Section 260.140.45 of Title 10 of the
California  Code of  Regulations,  then the total number of securities  issuable
upon exercise of all outstanding  options under the Directors'  Plan,  excluding
certain  securities,  and the total number of shares  called for under any stock
bonus  or  similar  plan  of the  Company  shall  not  exceed  30%  of the  then
outstanding  capital stock of the Company unless a percentage higher than 30% is
approved by at least two-thirds of the outstanding  securities entitled to vote.
If any option  expires or terminates,  in whole or in part,  without having been
exercised in full, the stock not purchased  under such option will revert to and
again become  available for issuance under the Directors' Plan. The Common Stock
subject to the  Directors'  Plan may be unissued  shares or  reacquired  shares,
bought on the market or otherwise.

ELIGIBILITY

The  Directors'  Plan provides that options may be granted only to  non-employee
directors of the Company. A "non-employee director" is defined in the Directors'
Plan as a director  of the  Company  who is not  otherwise  an  employee  of the
Company or any  affiliate.  Four of the Company's  five current  directors  (all
except Mr. Heye) are eligible to participate in the Directors' Plan.

TERMS OF OPTIONS

Each option  under the  Directors'  Plan is subject to the  following  terms and
conditions:

NON-DISCRETIONARY   GRANTS.   Option  grants  under  the  Directors'   Plan  are
non-discretionary. Each non-employee director who, after the date of stockholder
approval of this  Proposal,  is elected or  appointed to the Board for the first
time receives an option to purchase 15,000 shares of the Company's  Common Stock
upon such  person's date of initial  election or  appointment  to the Board.  In
addition,  each non-employee director on April 1 of each year receives an option
to purchase  5,000 shares of Common Stock,  provided that if such person has not
been a non-employee  director for the entire 12 month period since the preceding
April 1, then the number of shares  subject to the  option  will be reduced  pro
rata for each full month prior to the date of grant during which such person did
not serve as a non-employee director.

OPTION EXERCISE. An option granted under the Directors' Plan becomes exercisable
in four equal  installments  beginning on the first  anniversary of the grant of
the  option.  An option  granted  under the  Directors'  Plan  after the date of
stockholder  approval of this Proposal becomes  exercisable in full on the first
anniversary of the grant of the option. The vesting of options granted under the
Directors' Plan is conditioned upon continued service as a director, employee or
consultant of the Company.

EXERCISE  PRICE;  PAYMENT.  The  exercise  price of  options  granted  under the
Directors'  Plan is equal to 100% of the fair market  value of the Common  Stock
subject to such  options on the date of grant,  provided,  however,  that to the
extent  that the  Company is subject  to Section  260.140.41  of Title 10 of the
California  Code of  Regulations,  no option may be granted under the Directors'
Plan to any 10% Stockholder unless the option exercise price is at least 110% of
the fair market  value of the stock  subject to the option on the date of grant.
The exercise price of options  granted under the Directors'  Plan may be paid in
any combination of the following methods: (i) by cash or check, (ii) by delivery
of other Common Stock of the Company, pursuant to a same day sale program; (iii)
pursuant to a deferred payment arrangement.

TERM. The term of options granted under the Directors' Plan is 5 years. The term
of options  granted  under the  Directors'  Plan  after the date of  stockholder
approval  of this  Proposal  is 7  years.  Options  under  the  Directors'  Plan
terminate three months after  termination of the  optionholder's  service unless
such termination is due to the optionholder's disability or death, in which case
an option may be exercised (to the extent the option was exercisable at the time
of  the   optionholder's   disability   or  death)   within  18  months  of  the
optionholder's death or disability, and in the case of the optionholder's death,
by the person or persons  to whom the rights to such  option  pass by will or by
the laws of descent and distribution.



                                       17


TRANSFERABILITY.  Under the Directors' Plan, an option may not be transferred by
the optionholder, except by will or the laws of descent and distribution and, to
the extent provided in the option agreement, to such further extent as permitted
by Section  260.140.41(d)  of Title 10 of the California  Code of Regulations at
the time of the grant of the option. During the lifetime of an optionholder,  an
option may only be exercised by the optionholder.

OTHER PROVISIONS.  The option agreement may contain such other terms, provisions
and conditions not inconsistent with the Directors' Plan as may be determined by
the Board.

ADJUSTMENT PROVISIONS

If there is any change in the stock subject to the Directors' Plan or subject to
any option granted under the  Directors'  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 Directors'  Plan and
options  outstanding  thereunder will be appropriately  adjusted as to the class
and the maximum  number of shares  subject to the plan and the class,  number of
shares and price per share of stock subject to outstanding options.

EFFECT OF CERTAIN CORPORATE EVENTS

In the event the Company  dissolves or liquidates,  merges or consolidates  with
another  corporation and is not the surviving  corporation,  undergoes a reverse
merger in which the Company is the surviving  corporation  but the shares of the
Company's Common Stock immediately  preceding the merger are converted by virtue
of the merger into other  property,  whether in the form of securities,  cash or
otherwise,  or undergoes any other capital reorganization in which more than 50%
of  the  Company's  voting  shares  are  exchanged,  then  the  vesting  of  any
outstanding  options under the Directors' Plan held by persons whose  continuous
service  with  the  Company  as a  director,  employee  or  consultant  has  not
terminated,  shall  accelerate  in full at  least 10 days  prior to such  event.
Outstanding  options shall terminate if not exercised prior to the occurrence of
such event.

DURATION, AMENDMENT AND TERMINATION

The Board may amend,  suspend or terminate  the  Directors'  Plan at any time or
from  time to time.  No  amendment  will be  effective  unless  approved  by the
stockholders  of the Company to the extent that such  approval is  necessary  to
satisfy  the  requirements  of Rule 16b-3 of the  Securities  Act of 1934 or any
Nasdaq or  securities  exchange  listing  requirements.  Subject to  stockholder
approval of this Proposal, the Directors' Plan shall terminate in January 2011.

FEDERAL INCOME TAX OBLIGATION

Long-term  capital gains currently are generally subject to lower tax rates than
ordinary income or short-term capital gains. The maximum long-term capital gains
rate for federal  income tax purposes is currently  20% (18% for capital  assets
held more than five  years)  than while the  maximum  ordinary  income  rate and
short-term capital gains rate is effectively 39.6%. Slightly different rules may
apply to  optionholders  who  acquire  stock  subject  to  Section  16(b) of the
Exchange Act.

There are no tax  consequences  to the  optionholder or the Company by reason of
the grant of an option under the Directors'  Plan.  Upon exercise of the option,
the  optionholder  normally will recognize  taxable ordinary income equal to the
excess of the stock's fair market value on the date of exercise  over the option
exercise price. If the optionholder becomes an employee, the Company is required
to withhold from regular wages or supplemental  wage payments an amount based on
the ordinary income  recognized.  Subject to the requirement of  reasonableness,
Code Section  162(m) and the  satisfaction  of a tax reporting  obligation,  the
Company will generally be entitled to a business expense  deduction equal to the
taxable ordinary income realized by the optionholder.

Upon the sale or other  disposition  of the stock  received upon exercise of the
option,  the  optionholder  will  recognize a capital  gain or loss equal to the
difference  between  the  selling  price and the sum of the amount paid for such
stock plus any amount recognized as ordinary income upon exercise of the option.
Such gain or loss will be long-term or short-term depending on whether the stock
was held for more than one year.




                                       18


                      EQUITY COMPENSATION PLAN INFORMATION

The following  table  provides  certain  information  with respect to all of the
Company's equity compensation plans in effect as of the end of fiscal 2003:




                                                                                           Number of securities
                                                                                         remaining available for
                                Number of securities to     Weighted-average exercise     future issuance under
                                be issued upon exercise       price of outstanding      equity compensation plans
                                of outstanding options,         options, warrants         (excluding securities
Plan category                     warrants and rights              and rights            reflected in column (a))
-------------                     -------------------              ----------            ------------------------
                                          (a)                          (b)                         (c)
                                                                                        
Equity compensation   plans
   approved by security holders         1,043,754                     $2.88                      273,964

Equity compensation plans
   not approved by security holders       792,180                     $2.64                        3,939
                                  -------------------              ----------            ------------------------

   Total                                1,835,934                     $2.78                      175,717
                                  -------------------              ----------            ------------------------



The Company's 1998 Non-Officer Stock Option Plan is the only equity compensation
plan of the  Company  that was in effect as of October 31, 2003 that was adopted
without the approval of the Company's  security  holders.  A description of this
plan is  contained  in Note 9 of the  footnotes  to the  Consolidated  Financial
Statements  contained in the  Company's  Annual Report on Form 10-K for the year
ended October 31, 2003 (File No. 0-8419).



                                       19

                                   PROPOSAL 4

       APPROVAL OF INCREASE IN NUMBER OF AUTHORIZED SHARES OF COMMON STOCK


The Board has  adopted,  subject to  stockholder  approval,  an amendment to the
Company's  Certificate  of  Incorporation  to increase the Company's  authorized
number of shares of Common Stock from 10,000,000 shares to 25,000,000 shares.

The additional  Common Stock to be authorized by adoption of the amendment would
have rights identical to the currently  outstanding Common Stock of the Company.
Adoption of the  proposed  amendment  and issuance of the Common Stock would not
affect the rights of the holders of  currently  outstanding  Common Stock of the
Company, except for effects incidental to increasing the number of shares of the
Company's Common Stock  outstanding,  such as dilution of the earnings per share
and  voting  rights of current  holders of Common  Stock.  If the  amendment  is
adopted,  it will become  effective upon filing of a Certificate of Amendment of
the Company's  Certificate of  Incorporation  with the Secretary of State of the
State of Delaware.

In addition to the 4,808,650  shares of Common Stock  outstanding at October 31,
2003,  the Board has reserved  1,958,034  shares for issuance  upon  exercise of
options and rights  granted under the Company's  stock option and stock purchase
plans, and up to approximately 211,629 shares of Common Stock that may be issued
upon exercise of outstanding warrants.

Although at present the Board has no other plans to issue the additional  shares
of Common Stock, it desires to have such shares available to provide  additional
flexibility to use its capital stock for business and financial  purposes in the
future. The additional shares may be used, without further stockholder approval,
for various purposes including,  without limitation,  raising capital, providing
equity incentives to employees,  officers or directors,  establishing  strategic
relationships  with other  companies and  expanding  the  company's  business or
product lines through the acquisition of other businesses or products.

The additional  shares of Common Stock that would become  available for issuance
if the  proposal  were  adopted  could  also be used by the  Company to oppose a
hostile takeover attempt or delay or prevent changes in control or management of
the Company. For example,  without further stockholder approval, the Board could
adopt a "poison  pill" which would,  under certain  circumstances  related to an
acquisition of shares not approved by the Board,  give certain holders the right
to acquire  additional shares of Common Stock or Preferred Stock at a low price,
or the Board could  strategically sell shares of Common Stock or Preferred Stock
in a private  transaction to purchasers who would oppose a takeover or favor the
current Board.  Although this proposal to increase the  authorized  Common Stock
has been prompted by business and financial considerations and not by the threat
of any hostile  takeover  attempt (nor is the Board  currently aware of any such
attempts directed at the Company),  nevertheless,  stockholders  should be aware
that approval of this proposal could facilitate future efforts by the Company to
deter or prevent  changes in control of the Company,  including  transactions in
which the stockholders  might otherwise  receive a premium for their shares over
then current  market  prices.  The Company has no present intent to issue Common
Stock or Preferred Stock for this purpose.

The affirmative  vote of the holders of a majority of the Company's  outstanding
Common  Stock  will be  required  to approve  this  amendment  to the  Company's
Certificate of Incorporation.

                        THE BOARD OF DIRECTORS RECOMMENDS
                         A VOTE IN FAVOR OF PROPOSAL 4.



                                       20

                                   PROPOSAL 5

            APPROVAL TO AMEND CERTIFICATE OF INCORPORATION TO PROVIDE
         THAT DIRECTORS MAY BE REMOVED BY THE STOCKHOLDERS WITHOUT CAUSE


The Board has  adopted,  subject to  stockholder  approval,  an amendment to the
Company's  certificate of incorporation to provide that directors may be removed
by the stockholders without cause.

The Certificate of Incorporation,  approved by the stockholders when the Company
reincorporated  in Delaware  in December  1997,  provides  that,  subject to the
rights of the  holders of any series of  Preferred  Stock,  no  director  of the
Company will be removed  without cause.  This  provision was  recommended by the
Company because it helps deter hostile takeover  attempts.  In 2002, the Company
moved from the Nasdaq  National  Market to the Nasdaq  SmallCap  Market and as a
result lost the federal exemption from certain California securities regulations
afforded to companies  traded on the Nasdaq National  Market.  While there is no
California law or regulation  prohibiting the current director removal provision
of the Company's  certificate  of  incorporation,  the Company has been informed
that in order to obtain a permit from the California  Department of Corporations
with respect to the 1996 Plan and the  Directors'  Plan (which,  as described in
Proposals 2 and 3, would allow the  Company to make equity  incentive  grants in
the same manner as it did prior to its move to the Nasdaq SmallCap Market),  the
Company must amend its  Certificate of  Incorporation  to provide that directors
may be removed by the stockholders without cause.

The affirmative  vote of the holders of two thirds of the Company's  outstanding
Common  Stock  will be  required  to approve  this  amendment  to the  Company's
Certificate of Incorporation.

                        THE BOARD OF DIRECTORS RECOMMENDS
                         A VOTE IN FAVOR OF PROPOSAL 5.


                                       21


                                   PROPOSAL 6

                RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS


The Audit Committee has selected BDO Seidman,  LLP as the Company's  independent
auditors  for the fiscal year ending  October 31, 2004 and has further  directed
that management submit the selection of independent auditors for ratification by
the  stockholders  at the Annual  Meeting.  BDO  Seidman,  LLP has  audited  the
Company's financial statements for fiscal 2003.  Representatives of BDO Seidman,
LLP are expected to be present at the Annual  Meeting,  will have an opportunity
to make a  statement  if they so desire  and will be  available  to  respond  to
appropriate questions.

Stockholder  ratification of the selection of BDO Seidman,  LLP as the Company's
independent  auditors is not  required  by the  Company's  Bylaws or  otherwise.
However,  the Board is  submitting  the  selection  of BDO  Seidman,  LLP to the
stockholders  for  ratification as a matter of good corporate  practice.  If the
stockholders  fail to ratify the selection,  the Audit Committee will reconsider
whether or not to retain that firm. Even if the selection is ratified, the Audit
Committee in its discretion may direct the appointment of different  independent
auditors at any time during the year if it  determines  that such a change would
be in the best interests of the Company and its stockholders.

The  affirmative  vote of the  holders  of a majority  of the shares  present in
person or  represented  by proxy and entitled to vote at the Annual Meeting will
be required to ratify the selection of BDO Seidman, LLP.

AUDITOR'S FEES

AUDIT  FEES.  The  aggregate  fees billed by  PricewaterhouseCoopers  LLP in the
fiscal year ended October 31, 2002,  and by  PricewaterhouseCoopers  LLP and BDO
Seidman,  LLP in the fiscal year ended  October 31,  2003,  for the audit of the
Company's financial  statements for such fiscal period and for the review of the
Company's  interim  financial  statements  were  $75,890,  $7,780  and  $60,000,
respectively.

AUDIT-RELATED FEES. The aggregate fees billed by  PricewaterhouseCoopers  LLP in
the fiscal year ended October 31, 2002,  and by  PricewaterhouseCoopers  LLP and
BDO Seidman,  LLP in the fiscal year ended October 31, 2003,  for  audit-related
services,  including filing SEC Form S-1  registration  work related a June 2003
private  placement  of SBE  common  stock  and the  audit  work  related  to the
acquisition  of Antares  Microsystems,  inc.  on August 7, 2003,  were  $28,000,
$14,500 and $95,150, respectively

TAX FEES. The aggregate fees billed by PricewaterhouseCoopers  LLP in the fiscal
year ended October 31, 2002, and by PricewaterhouseCoopers  LLP and BDO Seidman,
LLP in the fiscal  year ended  October 31,  2003,  for tax  services,  including
corporate state and federal income tax compliance  were $15.305,  $0 and $9,500,
respectively.

ALL OTHER FEES. The aggregate fees billed by  PricewaterhouseCoopers  LLP in the
fiscal year ended October 31, 2002,  and by  PricewaterhouseCoopers  LLP and BDO
Seidman,  LLP in the fiscal year ended October 31, 2003,  for all other services
were $0, $0 and $0, respectively.

The Audit Committee has determined  that the rendering of non-audit  services by
PricewaterhouseCoopers  LLP and BDO Seidman,  LLP is compatible with maintaining
the auditor's independence.

During the fiscal year ended October 31, 2003,  100% of the total hours expended
on the Company's financial audit by PricewaterhouseCoopers  LLP were provided by
persons other than  PricewaterhouseCoopers  LLP's full-time permanent employees.
During the fiscal year ended October 31, 2003,  100% of the total hours expended
on the  Company's  financial  audit by BDO  Seidman,  LLP were  provided  by BDO
Seidman, LLP's full-time permanent employees.

PRE-APPROVAL OF AUDIT AND NON-AUDIT SERVICES

The Audit Committee has not approved any formal policy  concerning  pre-approval
of the auditors to perform both audit and  non-audit  services  (services  other
than audit,  review and attest services).  Instead, on a case by case basis, any
audit or non-audit  services  proposed to be performed are considered by and, if
deemed  appropriate,   approved  by  the  Audit  Committee  in  advance  of  the
performance of such services.  All of the fees earned by  PricewaterhouseCoopers
LLP  and  BDO  Seidman,  LLP  described  above  were  attributable  to  services
pre-approved by the Audit Committee.


                                       22


CHANGE IN INDEPENDENT ACCOUNTANTS

On April 22,  2003,  the  Company  dismissed  PricewaterhouseCoopers  LLP as its
independent  accountants.  The Company's  Audit  Committee  participated  in and
approved the decision to change independent accountants.

PricewaterhouseCoopers  LLP's  report on the  Company's  consolidated  financial
statements  for the fiscal year ended  October  31,  2002  contained a paragraph
expressing  substantial doubt as to the Company's ability to continue as a going
concern.  PricewaterhouseCoopers  LLP's  reports on the  Company's  consolidated
financial  statements  for the fiscal years ended  October 31, 2002 and 2001 did
not  contain  any  adverse  opinion  or  disclaimer  of  opinion,  nor were they
qualified or modified as to uncertainty,  audit scope or accounting  principles,
except as noted previously.

During the fiscal  years ended  October 31, 2002 and 2001 and through  April 22,
2003, there were no disagreements between the Company and PricewaterhouseCoopers
LLP on any matter of accounting  principles or  practices,  financial  statement
disclosure, or auditing scope or procedure, which disagreements, if not resolved
to  the   satisfaction   of   PricewaterhouseCoopers   LLP,  would  have  caused
PricewaterhouseCoopers  LLP to  make  reference  to the  subject  matter  of the
disagreement in their report.

During the fiscal  years ended  October 31, 2002 and 2001 and through  April 22,
2003,  there  were no  reportable  events,  as  that  term  is  defined  in Item
304(a)(1)(v) of Regulation S-K.

PricewaterhouseCoopers  LLP has furnished the Company with a letter addressed to
the  Securities  and Exchange  Commission  stating that it agreed with the above
statements.  A copy of such  letter,  dated  April  23,  2003,  was filed by the
Company as Exhibit 16.1 to a Current Report on Form 8-K on April 25, 2003.

The Company engaged BDO Seidman,  LLP as its new  independent  accountants as of
April 22,  2003.  During the fiscal years ended  October 31, 2002 and 2001,  and
through the date of the  engagement  of BDO  Seidman,  LLP,  the Company did not
consult BDO Seidman,  LLP  regarding  either (a) the  application  of accounting
principles to a specified transaction, either completed or proposed, or the type
of audit opinion that might be rendered on the Company's  financial  statements,
or (b) any matter  that was the  subject of a  disagreement  (as defined in Item
304(a)(1)(iv)  of Regulation S-K and its related  instructions)  or a reportable
event (as defined in Item 304(a)(1)(iv) of Regulation S-K).


                        THE BOARD OF DIRECTORS RECOMMENDS
                         A VOTE IN FAVOR OF PROPOSAL 6.


                                       23


                              SECURITY OWNERSHIP OF
                    CERTAIN BENEFICIAL OWNERS AND MANAGEMENT


The following  table sets forth certain  information  regarding the ownership of
the  Company's  Common Stock as of December  31, 2003 by: (i) each  director and
nominee for director;  (ii) each of the executive  officers named in the Summary
Compensation Table; (iii) all executive officers and directors of the Company as
a group; and (iv) all those known by the Company to be beneficial owners of more
than five percent of its Common Stock.



                                                                          Beneficial Ownership(1)
                                                                        -----------------------------
                                                                        Number of          Percent of
                Beneficial Owner                                         Shares             Total (2)
                -----------------------------------------------------  -----------         -----------
                                                                                       
                Leviticus Partners L.P.
                30 Park Avenue, Suite 12F
                New York, New York, 10016 ...........................    314,400               6.3%

                Mr. William B. Heye, Jr. (3)(4)
                2305 Camino Ramon, Suite 200
                San Ramon, CA  94583 ................................    250,050               5.0%

                Mr. Raimon L. Conlisk (3) ...........................     42,437                 *

                Dr. Randall L-W. Caudill (3) ........................     30,188                 *

                Mr. Ronald J. Ritchie (3) ...........................     24,500                 *

                Mr. Kirk Anderson (3) ...............................    155,584              3.1%

                Mr. David Brunton (3) ...............................    245,000              4.9%

                Mr. Daniel Grey (3) .................................    229,190              4.6%

                All executive officers and directors as a group (9
                persons) (3) ........................................  1,026,949             20.6%



---------------
*        Less than one percent.

(1)      This table is based upon  information  supplied by officers,  directors
         and  principal  stockholders  and  Schedules 13D and 13G filed with the
         Securities  and  Exchange  Commission  (the  "SEC").  Unless  otherwise
         indicated  in the  footnotes  to this table and  subject  to  community
         property laws where  applicable,  the Company believes that each of the
         stockholders  named in this table has sole voting and investment  power
         with respect to the shares indicated as beneficially owned.

(2)      Applicable  percentages  are based on 4,994,127  shares  outstanding on
         December 31,  2003,  adjusted as required by rules  promulgated  by the
         SEC.

(3)      Includes 250,000, 18,750, 13,750, 170,000,  155,584, 229,190 and 18,750
         shares that Messrs. Heye, Conlisk, Ritchie, Anderson, Brunton, Grey and
         Dr.  Caudill,  respectively,  have the right to acquire  within 60 days
         after the date of this table under the Company's option plans.

(4)      Includes 50 shares held by Joan G. Heye, the wife of Mr. Heye.




                                       24



SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the  Securities  Exchange Act of 1934 (the "1934 Act") requires
the Company's  directors and executive  officers,  and persons who own more than
ten percent of a registered  class of the Company's equity  securities,  to file
with the SEC initial reports of ownership and reports of changes in ownership of
Common Stock and other equity securities of the Company. Officers, directors and
greater than ten percent  stockholders are required by SEC regulation to furnish
the Company with copies of all Section 16(a) forms they file.

To the  Company's  knowledge,  based  solely on a review  of the  copies of such
reports  furnished  to the  Company and  written  representations  that no other
reports were required, during the fiscal year ended October 31, 2003 all Section
16(a) filing requirements applicable to its officers, directors and greater than
ten percent beneficial owners were complied with.




                                       25


COMPENSATION OF DIRECTORS

During fiscal 2003, each  non-employee  director of the Company received for his
services a  quarterly  retainer of $3,000 plus fees of $1,000 for each Board and
Committee  meeting  attended  and a fee of $500  for  each  telephonic  Board or
Committee meeting in which such director  participated.  Each Committee chairman
also  receives an additional  quarterly  fee of $750.  The Chairman of the Board
receives,  in lieu of all other fees, a fee of $40,000.  In December  2001,  the
Board approved the payment of 50% of the director fees and committee member fees
for the  non-employee  directors  for meetings  held  between  March 1, 2002 and
October 31, 2002 to be paid in the form of stock bonuses under the 1996 Plan. In
December 2002, the Board  extended this  arrangement  until October 31, 2003, at
which time the  practice  was  discontinued  by the Board.  The exact  number of
shares  issued in each case is  determined  by dividing  the gross amount of the
cash payment  foregone by the closing price of the Company's Common Stock on the
Nasdaq  National  Market on the business day prior to the date of the applicable
Board or committee  meeting.  During  fiscal 2003,  the Company  granted  36,387
shares to the non-employee directors in the form of stock bonuses in lieu of 50%
of their cash  compensation for attendance at Board and Committee  meetings.  In
December  2003, the Company  discontinued  granting  shares to the  non-employee
directors in the form of stock bonuses in lieu of 50% of their cash compensation
for attendance at Board and Committee meetings. In the fiscal year ended October
31,  2003  the  total  compensation  paid  in  cash or  stock  consideration  to
non-employee  directors was $91,000.  The members of the Board are also eligible
for  reimbursement  for their expenses incurred in connection with attendance at
Board meetings in accordance with Company policy.

In  addition,  each  non-employee  director of the Company also  receives  stock
option  grants under the 2001  Non-Employee  Directors'  Stock  Option Plan.  In
January 1991, the Board adopted, and the stockholders subsequently approved, the
Company's 1991  Non-Employee  Directors' Stock Option Plan (the "1991 Directors'
Plan"). In January 2001, the Board approved,  and the stockholders  subsequently
approved,  an amended and restated 1991  Directors'  Plan,  and renamed the 1991
Directors' Plan the 2001  Non-Employee  Directors'  Stock Option Plan (the "2001
Directors'   Plan").   Options  granted  under  the  2001  Directors'  Plan  are
non-discretionary.  Upon initial election a non-employee  director is granted an
option to purchase 15,000 shares of Common Stock of the Company. In addition, on
April 1 of each  year (or the next  business  day  should  such  date be a legal
holiday),   each  non-employee  director  is  automatically  granted  under  the
Directors'  Plan,  without  further  action  by the  Company,  the  Board or the
stockholders of the Company,  an option to purchase 5,000 shares of Common Stock
of the Company. Prior to the adoption of the 2001 Directors' Plan in March 2001,
upon initial election to the Board a non-employee director was granted an option
to  purchase  5,000  shares  of Common  Stock.  Options  granted  under the 2001
Directors'  Plan  have a seven  year  term  and  become  vested  on the one year
anniversary  of the date of option grant,  provided that the  optionholder  has,
during  the  entire  year  preceding  the one year  anniversary  date,  provided
continuous  service  to the  Company or an  affiliate  of the  Company.  Options
granted under the 1991  Directors'  Plan have a five- year term and vest in four
equal  installments  commencing  on the  date one year  after  the  grant of the
option, provided that the optionholder has, during the entire year prior to each
such vesting date, provided continuous service to the Company or an affiliate of
the Company.  The exercise  price of options  granted under the 2001  Directors'
Plan is 100% of the fair market value of the Common Stock  subject to the option
on the date of the option grant. In the event of a merger of the Company with or
into another  corporation  or a  consolidation,  acquisition  of assets or other
change-in-control  transaction involving the Company, the vesting of each option
will  accelerate  and the option will  terminate if not  exercised  prior to the
consummation of the transaction  unless any surviving  corporation  assumes such
options or substitutes similar options for such options. During fiscal 2003, the
Company  granted  options   covering  an  aggregate  of  15,000  shares  to  the
non-employee  directors of the Company at an exercise  price of $0.70 per share,
the fair market  value of such Common  Stock on the date of grant  (based on the
closing  sales price as reported  on the Nasdaq  National  Market on the date of
grant).  As of December 31, 2003,  5,000  options had been  exercised  under the
Directors' Plan.




                                       26




REPORT OF THE  COMPENSATION  COMMITTEE  OF THE BOARD OF  DIRECTORS  ON EXECUTIVE
COMPENSATION/2/

The Compensation Committee of the Board is responsible for the administration of
the compensation  programs in effect for the Company's executive  officers.  The
Committee  currently  consists of Ronald J.  Ritchie,  Randall L-W.  Caudill and
Raimon L. Conlisk,  none of whom is an employee of the Company. The compensation
programs  have  been  designed  to  ensure  that  the  compensation  paid to the
executive  officers  is  substantially  linked to both  Company  and  individual
performance. Accordingly, a significant portion of the compensation for which an
executive  officer is eligible is  comprised of variable  components  based upon
individual achievement and Company performance measures.

Executive Compensation Principles

The design and implementation of the Company's executive  compensation  programs
are based on a series of general principles.  These principles may be summarized
as follows:

     o    Align  the  interests  of  management   and   stockholders   to  build
          stockholder  value  by  the  encouragement  of  consistent,  long-term
          Company growth.

     o    Attract and retain key executive  officers  essential to the long-term
          success of the Company.

     o    Reward  executive   officers  for  long-term   corporate   success  by
          facilitating  their  ability to acquire an  ownership  interest in the
          Company. o Provide direct linkage between the compensation  payable to
          executive  officers  and  the  Company's   attainment  of  annual  and
          long-term financial goals and targets.

     o    Emphasize  reward for  performance  at the  individual  and  corporate
          level.


Components of Executive Compensation in Fiscal 2003

For fiscal 2003,  the Company's  executive  compensation  programs  included the
following components:

     o    Base Salary

     o    Cash Bonus

     o    Long-Term Incentives

     o    Benefits and Perquisites

Each  component is  calibrated  to a competitive  market  position,  with market
information provided by compensation surveys prepared by independent  consulting
firms  and  information  collected  from  companies  selected  by the  Company's
Compensation Committee as appropriate comparators of compensation practices. The
companies selected by the Compensation Committee as appropriate  comparators are
generally  represented  in  the  Nasdaq  Computer   Manufacturing  Index,  whose
performance  over the past five years is  compared to that of the Company in the
chart appearing under the heading "Performance Measurement Comparison."

Base Salary

The base  salary  for each  executive  officer  is  determined  on the  basis of
individual performance, the functions performed by the executive officer and the
scope of the executive officer's ongoing responsibilities, and the salary levels
in  effect  for  comparable  positions  based  on  information  provided  by the
compensation  surveys  referenced above and comparator  information.  The weight
given to each of these factors varies from individual to individual. In general,
base salary is designed primarily to be competitive within the relevant industry
and geographic market.

Each   executive   officer's   base  salary  is  reviewed   annually  to  ensure
appropriateness,  and  increases to base salary are made to reflect  competitive
market  increases and individual  factors.  Company  performance does not play a
significant role in the determination of base salary.

-------------
/2/  The  material in this report is not  "soliciting  material,"  is not deemed
     "filed" with the SEC, and is not to be  incorporated  by reference into any
     filing of the Company under the Securities Act or the Exchange Act, whether
     made  before or after  the date  hereof  and  irrespective  of any  general
     incorporation language in any such filing.


                                       27


Cash Bonus

The Company's Management Incentive Plan provides for the funding of a bonus pool
based upon the Company's  year-to-year  rate of revenue growth and profit before
tax. No funding of the bonus pool occurs if profit  before tax does not exceed a
threshold  determined  by comparing  the cost of capital to the return on assets
employed.  Executive  officers are eligible to receive cash performance  bonuses
ranging from 0% to 150% of their salary.  In fiscal 2003,  no executive  officer
received a cash bonus under this plan. Additionally, each officer is eligible to
participate in the Company's  Savings and Investment  Plan and Trust and receive
matching and profit sharing contributions as determined by the Board.

Long-Term Incentives

Long-term  incentives  are provided  through stock option  grants.  These option
grants are intended to motivate the executive officers to manage the business to
improve long-term Company performance.  Customarily, option grants are made with
exercise prices equal to the market price of the shares on the date of grant and
will be of no value unless the market price of the Company's  outstanding common
shares  appreciates,  thereby  aligning  a  substantial  part  of the  executive
officer's compensation package with the return realized by the stockholders.

The size of each option grant is designed to create a meaningful opportunity for
stock  ownership  and  is  based  upon  several  factors,   including   relevant
information contained in the compensation surveys described above, an assessment
of the option grants of comparable  companies and the individual  performance of
each executive officer.

Each  option  grant  allows  the  executive  officer  to  acquire  shares of the
Company's Common Stock at a fixed price per share  (customarily the market price
on the grant date) over a specified  period of time  (customarily  seven years).
The option  generally vests in equal  installments  over a period of four years,
contingent upon the executive officer's continued employment with the Company.

Accordingly,  the option will provide a return to the executive  officer only if
the executive  officer  remains  employed by the Company and the market price of
the underlying shares appreciates over the option term.

In fiscal  2003,  the  Committee  did not grant any stock  options  to the Named
Executive  Officers.  The Committee  believes that stock  options,  particularly
incentive  stock  options,  encourage  long-term  Company stock  ownership,  and
therefore  that such  grants are in the best  interests  of the  Company and its
stockholders.

Benefits and Perquisites

The benefits and  perquisites  component of executive  compensation is generally
similar to that which is offered to all of the  Company's  employees or that are
typical in the industry for an executive's position or circumstances.

Chief Executive Officer (CEO) Compensation

In setting the compensation  payable to the Chief Executive Officer,  William B.
Heye, Jr., the goal is to provide compensation  competitive with other companies
in the industry  while at the same time making a  significant  percentage of Mr.
Heye's potential  earnings subject to consistent,  positive,  long-term  Company
performance.  In  general,  the  factors  utilized  in  determining  Mr.  Heye's
compensation  were similar to those applied to the other  executive  officers in
the manner described in the preceding paragraphs.

                                        Ronald J. Ritchie, Chairman
                                        Randall L-W. Caudill
                                        Raimon L. Conlisk


                                       28




COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

As noted above,  during the fiscal year ended October 31, 2003, the Compensation
Committee consisted of Mr. Ritchie,  Mr. Conlisk and Dr. Caudill.  None of these
non-employee  directors has any interlocking or other type of relationship  that
would call into question his independence as a committee member.

Performance Measurement Comparison/3/

The following graph shows the total stockholder  return of an investment of $100
in cash on October 31, 1998 for (i) the Company's  Common Stock,  (ii) the Total
Return for the Nasdaq Stock Market  (United  States  companies)  ("Nasdaq  Stock
Market")   and   (iii)   the   Nasdaq    Telecommunications    Index    ("Nasdaq
Telecommunications").  All values assume  reinvestment of the full amount of all
dividends and are calculated as of October 31 of each year:

                  COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*
             AMONG SBE, INC., THE NASDAQ STOCK MARKET (U.S.) INDEX
                    AND THE NASDAQ TELECOMMUNICATIONS INDEX

                                    [CHART]



-------------------
/3/  The  material in this report is not  "soliciting  material,"  is not deemed
     "filed" with the SEC, and is not to be  incorporated  by reference into any
     filing of the Company under the Securities Act or the Exchange Act, whether
     made  before or after  the date  hereof  and  irrespective  of any  general
     incorporation language in any such filing.


                                       29


                              Certain Transactions

In November  1998, the Company  amended a stock option that entitled  William B.
Heye,  Jr., the Company's  President  and Chief  Executive  Officer,  to acquire
139,400 shares of the Company's  Common Stock at $4.25 per share to provide that
such  option  could be  exercised  pursuant to a deferred  payment  alternative.
Thereafter,  Mr. Heye  exercised  such option  pursuant to the deferred  payment
alternative,  with a net value  realized  (the  difference  between the exercise
price and the fair market value of such shares, based on the closing sales price
reported on the Nasdaq National Market for the date of exercise) of $331,075. In
connection with such exercise,  Mr. Heye borrowed $743,950 from the Company,  an
amount equal to the sum of the exercise  price for such option and certain taxes
payable  by Mr.  Heye upon such  exercise.  Such  loan was  evidenced  by a full
recourse  promissory  note in the amount of  $743,950,  the  payment of which is
secured by all shares of the Company's  Common Stock  (including  after-acquired
shares) held by Mr. Heye.  In October 2000,  the Board  extended the term of the
note to November  2001.  In  December  2001,  the Board  amended,  restated  and
consolidated  the note to extend  the term of the note to  December  2003 and to
require certain mandatory repayments of principal of between $25,000 to $100,000
each year while the note is  outstanding.  Such loan bears interest at a rate of
2.48% per annum,  with interest  payments due annually and the entire  principal
amount due in December  2003.  Such loan was repaid in full by Mr. Heye prior to
the due date.

The Company has entered into  indemnity  agreements  with  certain  officers and
directors that provide, among other things, that the Company will indemnify such
officer or  director,  under the  circumstances  and to the extent  provided for
therein,  for expenses,  damages,  judgments,  fines and  settlements  he may be
required to pay in actions or  proceedings to which he is or may be made a party
by reason of his position as a director,  officer or other agent of the Company,
and otherwise to the full extent  permitted under Delaware law and the Company's
Certificate of Incorporation, as amended, and the Company's By-Laws.



                                  OTHER MATTERS

The Board of Directors  knows of no other  matters  that will be  presented  for
consideration  at the Annual Meeting.  If any other matters are properly brought
before the meeting, it is the intention of the persons named in the accompanying
proxy to vote on such matters in accordance with their best judgment.

                                By Order of the Board of Directors

                                /S/ DAVID W. BRUNTON

                                David W. Brunton
                                Secretary


February 17, 2004


DELIVERY OF THIS PROXY STATEMENT

The SEC has  adopted  rules that  permit  companies  and  intermediaries  (e.g.,
brokers) to satisfy the delivery  requirements  for proxy  statements and annual
reports  with  respect to two or more  stockholders  sharing the same address by
delivering  a single  proxy  statement  addressed  to those  stockholders.  This
process,  which is commonly  referred to as  "householding,"  potentially  means
extra convenience for stockholders and cost savings for companies.

This  year,  a  number  of  brokers  with  account  holders  who are  SBE,  Inc.
stockholders  will  be  "householding"  our  proxy  materials.  A  single  proxy
statement will be delivered to multiple  stockholders  sharing an address unless
contrary  instructions have been received from the affected  stockholders.  Once
you have  received  notice  from your  broker  that they will be  "householding"
communications  to your  address,  "householding"  will  continue  until you are
notified  otherwise or until you revoke your  consent.  If, at any time,  you no
longer  wish to  participate  in  "householding"  and would  prefer to receive a
separate proxy  statement and annual report,  please notify your broker,  direct
your written request to David Brunton,  Chief Financial Officer, SBE, Inc., 2305
Camino Ramon, Suite 200, San Ramon, California 94583 or contact David Brunton at
(925) 355-7700.



                                       30


Stockholders  who currently  receive  multiple  copies of the proxy statement at
their address and would like to request  "householding" of their  communications
should contact their broker.


ANNUAL REPORT

A copy of the Company's Annual Report to the Securities and Exchange  Commission
on Form 10-K for the fiscal year ended  October  31,  2003 is included  with the
Proxy  Statement.  The  Company's  audited  consolidated  financial  statements,
management's  discussion  and  analysis of  financial  condition  and results of
operations,  and  supplementary  financial  information are incorporated in this
Proxy  Statement  by  reference  to pages 39, 19 through 29 and 37 through 62 of
this report.




                                       31



                        ANNUAL MEETING OF STOCKHOLDERS OF

                                    SBE, INC.

                                 March 16, 2004



                           Please date, sign and mail
                             your proxy card in the
                            envelope provided as soon
                                  as possible.



   / Please detach along perforated line and mail in the envelope provided. /

--------------------------------------------------------------------------------


 THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE NOMINEES FOR DIRECTOR LISTED
BELOW AND FOR PROPOSALS 2, 3, 4, 5, AND 6. PLEASE SIGN, DATE AND RETURN PROMPTLY
 IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN
                                    HERE |X|
--------------------------------------------------------------------------------


1.       To elect two directors to hold office until the 2007 Annual  Meeting of
         Stockholders and until their successors are elected and duly qualified.

         NOMINEES:

                                                       o John Reardon
                                                       o Marion M. (Mel) Stuckey
         |_|    FOR ALL NOMINEES

         |_|    WITHHOLD AUTHORITY FOR ALL NOMINEES

         |_|    FOR ALL EXCEPT
                (See instructions below)

INSTRUCTION:    To withhold  authority to vote for any individual  nominee(s),
-----------     mark  "FOR ALL  EXCEPT"  and fill in the  circle  next to each
                nominee you wish to withhold, as shown here:
--------------------------------------------------------------------------------


                                                                                     
                                                                                        FOR     AGAINST         ABSTAIN
2.       To approve  the  Company's  1996 Stock  Option  Plan,  as  amended,  to        [ ]       [ ]             [ ]
         increase the  aggregate  number of shares of Common Stock  reserved for
         issuance under such Plan by 1,000,000 shares.

3.       To approve the  Company's  2001  Non-Employee  Director's  Stock Option        [ ]       [ ]             [ ]
         Plan, as amended,  to increase the aggregate number of shares of Common
         Stock reserved for issuance under such plan by 200,000 shares.

4.       To approve an amendment to the Company's  Certificate of  Incorporation        [ ]       [ ]             [ ]
         to  increase  the  authorized  number of shares  of Common  Stock  from
         10,000,000 to 25,000,000 shares.

5.       To approve an amendment to the Company's  Certificate of  Incorporation        [ ]       [ ]             [ ]
         to allow stockholders to remove directors without cause.

6.       To ratify  selection of BDO Seidman,  LLP as the Company's  independent        [ ]       [ ]             [ ]
         auditors for the fiscal year ending October 31, 2004.



--------------------------------------------------------------------------------
To  change  the  address  on your  account,  please  check  the box at right and
indicate your new address in the address  space above.  Please note that changes
to the registered name(s) on the account may not be submitted via this method.
--------------------------------------------------------------------------------

Signature of Stockholder                                Date
                        -------------------------------      -------------------

Signature of Stockholder                                Date
                        -------------------------------      -------------------


       Note: Please  sign  exactly as your name or names  appear on this  Proxy.
             When shares are held jointly, each holder should sign. When signing
             as executor,  administrator,  attorney, trustee or guardian, please
             give full  title as such.  If the signer is a  corporation,  please
             sign full corporate name by duly  authorized  officer,  giving full
             title  as  such.  If  signer  is  a  partnership,  please  sign  in
             partnership name by authorized person.





                                      PROXY

                                    SBE, INC.
                    PROXY SOLICITED BY THE BOARD OF DIRECTORS
                     FOR THE ANNUAL MEETING OF STOCKHOLDERS
                          TO BE HELD ON MARCH 16, 2004

         The  undersigned  hereby  appoints  WILLIAM B.  HEYE,  JR. and DAVID W.
BRUNTON,  and each of them,  as attorneys and proxies of the  undersigned,  with
full power of substitution, to vote all of the shares of stock of SBE, Inc. that
the undersigned may be entitled to vote at the Annual Meeting of Stockholders of
SBE, Inc. to be held at 2305 Camino Ramon, Suite 200, San Ramon, California,  on
Tuesday,  March  16,  2004  at  9:00  a.m.  (local  time),  and at any  and  all
postponements,  continuations and adjournments thereof, with all powers that the
undersigned  would  possess if  personally  present,  upon and in respect of the
following  matters  and in  accordance  with the  following  instructions,  with
discretionary  authority as to any and all other  matters that may properly come
before the meeting.UNLESS A CONTRARY DIRECTION IS INDICATED,  THIS PROXY WILL BE
VOTED FOR THE NOMINEES  LISTED IN PROPOSAL 1 AND FOR PROPOSALS 2, 3, 4, 5 AND 6,
AS MORE SPECIFICALLY DESCRIBED IN THE PROXY STATEMENT.  IF SPECIFIC INSTRUCTIONS
ARE INDICATED, THIS PROXY WILL BE VOTED IN ACCORDANCE THEREWITH.

                (Continued and to be signed on the reverse side)