EXHIBIT  12.1

August  22,  2002

Via  Facsimile  (facsimile  no.  416-956-8989)

Stonestreet  Limited  Partnership
C/o  Canaccord  Capital  Corporation
320  Bay  Street,  Suite  1300
Toronto,  ON  M5H  4A6,  Canada

Ladies  and  Gentlemen:

This  letter  is  to evidence our agreement to amend the Subscription Agreement,
dated  as  of  April  30,  2002,  between  SBE,  Inc.  and  Stonestreet  Limited
Partnership,  in  order to clarify our intent with respect to the calculation of
penalties  pursuant  to  Section  8.4 of such agreement.  The language set forth
below  reflects  our understanding as of  and since April 30, 2002.  The portion
of Section 8.4 of the Subscription Agreement beginning immediately following the
definition  of  "Non-Registration Event" therein is hereby amended, effective as
of  April  30,  2002,  to  read  as  follows:

     "  then,  for  so  long  as such Non-Registration Event shall continue, the
     Company  shall  pay  in  cash  as  Liquidated Damages to each holder of any
     outstanding  Company  Shares  an  amount  equal to one (1%) percent for the
     first  thirty  (30)  days  or  part thereof and two (2%) per month for each
     month  or  part thereof thereafter, up to a maximum of twenty percent (20%)
     per  year,  in  the aggregate, during the pendency of such Non-Registration
     Event,  of  one  dollar and eighty cents ($1.80) for each Company Share (as
     adjusted  for  stock  splits,  combinations  and the like after the date of
     issuance  of  each  such  share)  owned  of  record by such holder as of or
     subsequent to the occurrence of such Non-Registration Event. Payments to be
     made  pursuant to this Section 8.4 shall be due and payable within ten (10)
     business  days  after  demand  in  immediately available funds. The parties
     agree  that  no  penalty  under  this  Section  8.4 shall be payable by the
     Company  in  respect  of  Warrants  or  the Warrant Shares in the case of a
     Non-Registration  Event  and  that  the sole penalty for a Non-Registration
     Event  in  respect  of  the  Warrants  and  the  Warrant  Shares shall be a
     reduction  in  exercise  price  pursuant  to  Section  9  of  the Warrants.

Please  evidence  your  agreement  with the foregoing amendment by signing where
provided  below  and  faxing  a  copy  back  to  me  at  (925)  355-2041.

Very  truly  yours,                          Accepted  and  Agreed:

SBE,  Inc.                                   Stonestreet  Limited  Partnership


By:  /s/  William  B.  Heye                   By:  /s/  E.A.  Leonard
   ------------------------                       --------------------
     William  B.  Heye                        Name:  E.A.  Leonard
     Chief  Executive  Officer                Title: Chief Operating Officer

Cc:     Ed  Grushko
        Grushko  &  Mittman  (facsimile  no.  212-697-3575)



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