EXHIBIT  2.1

August  7,  2003


D.R.  Barthol  &  Company
317  Lennon  Lane,  Suite  200
Walnut  Creek,  CA.  94598

Re:  Antares  Microsystems

Dear  Don Barthol Assignee for the Benefit of Creditors of Antares Microsystems:

SBE  offers  to  purchase  the  following  listed  operating  assets  of Antares
Microsystems  ("Company")  from  you  as Assignee effective August 7, 2003 for a
total  purchase  price of $75,000. Upon acceptance of the offer by you, SBE will
remit  a  check  for  $75,000  to  you  on  August  8,  2003.

OPERATING  ASSETS  PURCHASED  BY  SBE:

-    The  name  Antares  Microsystems,  Inc.  and  derivatives  thereof.
-    All  intellectual  property  including patents, trademarks, copyrights and
     propriety  product  designs.
-    All  license  agreements  naming  the  Company  as  licensee  or licensor.
-    Agreements  to which patent, trademark, service mark or copyright has been
     sold  or  transferred  to  the  Company.
-    Agreements  relating  to  source  or  objects  code  escrows.
-    Distribution,  marketing,  advertising,  public  relations,  sales
     representative  and  supplier  agreements.
-    Advertising,  marketing  and other selling materials currently used by the
     Company.
-    All  customer  lists
-    All  product inventories including all finished goods, work in process and
     raw  materials.
-    All  outstanding purchase orders received from customers for the Company's
     products.
-    All  computers  or computing equipment including software owned or licensed
     that  is  used  in the production, testing, manufacturing or development of
     the  Company's  current  or  future  products.
-    All  computer  or  computing equipment including software owned or licensed
     that  is  used  in  to  account for or control the Company's manufacturing,
     production  or  sales  of  products.
-    All  of  the  production  or  test  work  benches.
-    All  other  tools  and  equipment  used  in  the  design, production, test,
     manufacturing  or  storage  process  for  the  Company's  products.





ASSETS  AND  LIABILITIES  NOT  PURCHASED  BY  SBE:

-     Any  outstanding liabilities or commitments incurred prior to the purchase
      of  the  operating  assets  by  SBE.
-     Any  lease  commitments  for  equipment,  automobiles  or  real  estate.
-     Any loans or advances to the Company or to individuals or employees of the
      Company.
-     Any  payroll, sales or income taxes or other regulatory payments due by
      the Company.
-     Any  amounts  owed  to  current  or  former  employees  of  the  Company.
-     Any  Accounts  Receivable outstanding at the date of purchase or proceeds.
-     Any  furniture  or  fixtures  owned  or  leased  by  the Company (with the
      exception  of  the  production  and  test  work  benches).


DATE:  AUGUST  8,  2003
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/s/  David W. Brunton                      Accepted: /s/ Don  Barthol
----------------------                               -----------------
David  W.  Brunton                                    Don  Barthol
CFO                                                   D.R.  Barthol  &  Company