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                            STOCK PURCHASE AGREEMENT

         This Stock Purchase Agreement ("Agreement"), dated as of April 12,
2000, is among SDL Communications, Inc., a Massachusetts corporation, the
address of which is 46 Eastman Street, Easton, Massachusetts 02375, ("SDL"), the
stockholders of SDL listed on Exhibit I hereto ("Sellers") and SBS Technologies,
Inc., a New Mexico corporation, the address of which is 2400 Louisiana
Boulevard, NE, AFC Building 5, Suite 600, Albuquerque, NM 87110, ("SBS" or
"Buyer").

I.       RECITALS.


         A.       Sellers wish to sell their capital stock of SDL to Buyer under
                  the terms and conditions of this Agreement.

         B.       Buyer wishes to acquire SDL by the purchase of all of the
                  issued and outstanding shares of capital stock of SDL under
                  the terms and conditions of this Agreement.

         C.       The parties wish to make certain representations, warranties,
                  covenants and agreements in connection with that acquisition
                  of stock.

The parties, intending to be legally bound, agree as follows:

II.      DEFINITIONS.

         For purposes of this Agreement, the following terms, when used with an
initial capital letter, have the following meanings:

         A.       "Accredited Investor" has the meaning set forth in Rule 501 of
                  Regulation D promulgated under the Securities Act.

         B.       "Affiliate" has the meaning set forth in Rule 12b-2 of the
                  regulations promulgated under the Securities Exchange Act.

         C.       "Blue Sky Laws" means the applicable state securities laws and
                  regulations promulgated thereunder.

         D.       "Buyer" has the meaning set forth in the preface above.

         E.       "Buyer Option" means an option for shares of Buyer's Common
                  Stock issued under Buyer's 1998 Long Term Equity Incentive
                  Plan, to replace an SDL Option and having vesting and other
                  terms that


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                  are substantially equivalent to the SDL Option except as
                  otherwise required by the Buyer's Plan. The exercise price in
                  the Buyer Option will be the Fair Market Value as defined by
                  the Buyer's Plan, and the number of shares subject to the
                  Buyer Option will be determined in accordance with the formula
                  on Exhibit II.E.

         F.       "Closing Balance Sheet" means the balance sheet of SDL
                  prepared as of the Closing Date pursuant to Section III.B.3
                  below.

         G.       "Closing Date" means the date on which the Transactions are
                  closed, as provided in Section III.C below.

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

         I.       "Confidential Information" means any information concerning
                  the business and affairs of SDL or SBS, respectively, except
                  for information concerning SDL or SBS, respectively, that the
                  Party alleged to have impermissibly disclosed that information
                  (the "Disclosing Party") can show: (i) to have been in its
                  possession before its receipt from another Party; (ii) to be
                  now or at the time of the disclosure by the recipient
                  generally available to the public through no fault of the
                  Disclosing Party; (iii) to have been available to the public
                  at the time of its receipt by the Disclosing Party; (iv) to
                  have been received separately by the Disclosing Party in an
                  unrestricted manner from a person entitled to disclose that
                  information; or (v) to have been developed independently by
                  the Disclosing Party without regard to any information
                  received in connection with the Transactions.

         J.       "Damages" means all damages, dues, penalties, fines, costs,
                  amounts paid in settlement, obligations, Taxes, liens, losses,
                  expenses, and fees, including court costs and reasonable
                  attorneys' fees, incurred by any Party as a result of any
                  action.

         K.       "Disclosure Schedule" means the schedules of exceptions to the
                  representations and warranties of Sellers, Buyer and Principal
                  Sellers set forth in Sections IV.A, IV.B, and IV.C,
                  respectively, each of which is divided into sections which
                  correspond to the subsections of Sections IV.A, IV.B, and IV.C
                  of this Agreement.

         L.       "Employee Benefit Plan" means an employee benefit plan within
                  the meaning of Section 3(3) of ERISA.

         M.       "Employee Pension Benefit Plan" means an employee pension
                  benefit plan within the meaning of Section 3(2) of ERISA.


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         N.       "Employee Welfare Benefit Plan" means an employee welfare
                  benefit plan within the meaning of Section 3(1) of ERISA.

         O.       "Environmental, Health and Safety Laws" means the
                  Comprehensive Environmental Response, Compensation and
                  Liability Act of 1980, the Resource Conservation and Recovery
                  Act of 1976, and the Occupational Safely and Health Act of
                  1970, each as amended, together with all other laws (including
                  rules, regulations, codes, plans, injunctions, judgments,
                  orders, decrees, rulings, and charges thereunder) of federal,
                  state, local and foreign governments (and all agencies
                  thereof) concerning pollution or protection of the
                  environment, public health and safety, or employee health and
                  safety, including laws relating to emissions, discharges,
                  releases, or threatened releases of pollutants, contaminants,
                  or chemical, industrial, hazardous, or toxic materials or
                  wastes into ambient air, surface water, ground water, or lands
                  or otherwise relating to the manufacture, processing,
                  distribution, use, treatment, storage, disposal, transport, or
                  handling of pollutants, contaminants, or chemical, industrial,
                  hazardous, or toxic materials or wastes in effect on the
                  Closing Date.

         P.       "Equity of SDL as of the Closing Date" means Total
                  Stockholders' Equity of SDL as reported on the Closing Balance
                  Sheet.

         Q.       "Escrow Account" means the trust account of Alison K. Schuler,
                  Esq., and "Escrow Agent" means Alison K. Schuler, Esq.

         R.       "Extremely Hazardous Substance" has the meaning set forth in
                  Section 302 of the Emergency Planning and Community
                  Right-to-Know Act of 1986, as amended.

         S.       "Fairness Opinion" means the opinion as provided in Section
                  VII.A.10 below.

         T.       "Financial Statements" means the financial statements,
                  including balance sheets, income statements and all notes to
                  them, of SDL for the period or periods specified in Section
                  IV.C.8 below.

         U.       "GAAP" means United States generally accepted accounting
                  principles applied consistently with the principles, practices
                  and procedures used in the preparation of the most recent
                  audited financial statement of the entity as to which that
                  term is being used.


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         V.       "Indemnified Party" means the Party seeking indemnification
                  pursuant to the provisions of this Agreement.

         W.       "Indemnifying Party" means the Party from whom indemnification
                  is being sought pursuant to the provisions of this Agreement.

         X.       "Intellectual Property" means (i) all patents, patent
                  applications, and patent disclosures, together with all
                  reissuances, continuations, continuations-in-part, revisions,
                  extensions, and reexaminations, thereof, (ii) all trademarks,
                  service marks, trade dress, logos, trade names, and corporate
                  names, together with all translations, adaptations,
                  derivations, and combination thereof and including all
                  goodwill associated therewith, and all applications,
                  registrations, and renewals in connection therewith, (iii) all
                  copyrights, and all applications, registrations, and renewals
                  in connection therewith, (iv) all mask works and all
                  applications, registrations, and renewals in connection
                  therewith, (v) all trade secrets and confidential business
                  information (including research and development, know-how,
                  formulas, compositions, manufacturing and production processes
                  and techniques, technical data, designs, drawings,
                  specifications, customer and supplier lists, pricing and cost
                  information, and business and marketing plans and proposals),
                  (vi) all computer software (including data and related
                  documentation), (vii) all other proprietary rights, and (viii)
                  all copies and tangible embodiments thereof (in whatever form
                  or medium).

         Y.       "Knowledge" means actual knowledge of the Party of the
                  relevant subject matter to which it relates, and such
                  knowledge as should have come to the attention of any such
                  Party in the course of discharging such Party's duties as an
                  officer or director of the relevant entity in a reasonable and
                  prudent manner consistent with sound business practices.

         Z.       "KPMG" means the accounting firm of KPMG LLP.

         AA.      "Liability" means, as of any date, any liability (whether
                  asserted or unasserted, whether absolute or contingent,
                  whether accrued or unaccrued, whether liquidated or
                  unliquidated, and whether due or to become due), including any
                  liability for Taxes.

         BB.      "Material" means as to SDL, for any financial matter, a matter
                  involving $10,000 per occurrence (or such other amount as is
                  specifically identified), or two or more matters aggregating
                  $25,000 (or such other amount as is specifically identified)
                  or more, provided however, when used in connection with any
                  financial matter arising under Section IV.C.9.c or IV.C.9.t,
                  "Material" shall mean any matter


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                  involving $50,000 per occurrence, or two or more matters
                  aggregating $100,000 or more; and for any financial matter or
                  otherwise, a matter which impedes the ability to conduct SDL's
                  business as then conducted.

         CC.      "Material Adverse Effect" in the case of SDL or the Principal
                  Sellers, means any event, change or occurrence which has or
                  would reasonably be expected (in light of known circumstances)
                  to have a Material negative impact on the condition (financial
                  or otherwise), business, results of operations, business
                  outlook, or going concern value of SDL, or the ability of SDL
                  to consummate the Transactions. In the case of SBS, Material
                  Adverse Effect means any event, change or occurrence which has
                  or could reasonably be expected (in light of known
                  circumstances) to have a material adverse impact on the
                  ability of SBS to consummate the Transactions.

         DD.      "Most Recent Audited Financial Statements" means the audited
                  balance sheet of SDL as of December 31, 1999 and the audited
                  statements of income, changes in stockholders' equity, and
                  cash flow of SDL for the 12 months ended December 31, 1999,
                  audited by KPMG.

         EE.      "Most Recent Audited Balance Sheet" means the audited balance
                  sheet of SDL as of December 31, 1999.

         FF.      "Ordinary Course of Business" means the ordinary course of
                  business consistent with past custom and practice (including
                  with respect to quantity and frequency) of the Party to whom
                  such term is applied.

         GG.      "Other Sellers" means the shareholders and holders of vested
                  options of SDL, other than the Principal Sellers, who are
                  listed on Exhibit II.GG to this Agreement.

         HH.      "Party" or "Parties" means, either individually or
                  collectively, Sellers or any of them, SDL, or SBS.

         II.      "Person" means an individual, a partnership, a corporation, an
                  association, a joint stock company, a trust, a joint venture,
                  a limited liability company or limited liability partnership,
                  an unincorporated organization, or a governmental entity (or
                  any department, agency, or political subdivision thereof).

         JJ.      "Principal Sellers" means Raghbir S. Dhillon, Dhalbir S.
                  Dhillon, Ming Chee Lau and Augustus Nunes.


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         KK.      "Purchase Price" means the amount of consideration to be paid
                  by the Buyer to the Sellers in exchange for the SDL Shares
                  purchased pursuant to this Agreement, as provided in Section
                  III.B below.

         LL.      "SDL Option Holder" means the person to whom have been issued
                  SDL Options.

         MM.      "SDL Options" means options for SDL Common Stock that are, as
                  of the Closing Date, unvested and still outstanding and listed
                  on Exhibit II.MM.

         NN.      "SDL Shares" means any and all outstanding shares of, and the
                  number of shares covered by vested, exercisable options for,
                  the Common Stock, $0.001 par value, of SDL.

         OO.      "Securities Act" means the Securities Act of 1933, as amended.

         PP.      "Securities Exchange Act" means the Securities Exchange Act of
                  1934, as amended.

         QQ.      "Security Interest" means any mortgage, pledge, lien,
                  encumbrance, charge, or other security interest, other than
                  (i) mechanic's, materialmen's, and similar liens, (ii) liens
                  for Taxes or special assessments not yet due and payable or
                  for Taxes or special assessments that the taxpayer is
                  contesting in good faith through appropriate proceedings and
                  for which an adequate reserve has been set aside, (iii)
                  purchase money liens and liens securing rental payments under
                  capital lease arrangements, (iv) other liens arising in the
                  Ordinary Course of Business and not incurred in connection
                  with the borrowing of money, (v) security interests reflected
                  in the Most Recent Audited Financial Statement, and (vi)
                  statutory security interests arising or incurred in the
                  Ordinary Course of Business with respect to which the
                  underlying obligations are not delinquent.

         RR.      "Sellers' Attorney-in-Fact" means Raghbir S. Dillon and
                  Dhalbir S. Dillon, and each of them acting singly, as the
                  attorney-in-fact appointed by the Sellers to act in their
                  stead and on their behalf in all matters pertaining to this
                  Agreement and the Transactions.

         SS.      "Subsidiary" means any corporation with respect to which a
                  specified Person (or a Subsidiary thereof) owns a majority of
                  the common stock or has the power to vote or direct the voting
                  of sufficient securities to elect a majority of the directors.


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         TT.      "Tax" means any federal, state, local or foreign income, gross
                  receipts, license, payroll, employment, excise, severance,
                  stamp, occupation, premium, windfall profits, environmental
                  (including taxes under Code Section 59A), customs duties,
                  capital stock, franchise, profits, withholding, social
                  security (or similar), unemployment, disability, real
                  property, personal property, sales, use, transfer,
                  registration, value added, alternative or add-on minimum,
                  estimated, or other tax of any kind whatsoever, including any
                  interest, penalty, or addition thereto, whether disputed or
                  not.

         UU.      "Tax Return" means any return, declaration, report, claim for
                  refund, or information return or statement relating to Taxes,
                  including any schedule or attachment thereto, and including
                  any amendment thereof.

         VV.      "Transactions" means the transactions contemplated to take
                  place pursuant to this Agreement.

         Other capitalized terms used in this Agreement shall have the meanings
         ascribed to them as set forth in other provisions of this Agreement.

III.     PURCHASE AND SALE OF SDL SHARES.

         A.       BASIC TRANSACTION. Subject to the terms and conditions of this
                  Agreement, the Buyer agrees to purchase from each of the
                  Sellers at the Closing, and each of the Sellers agrees to sell
                  to the Buyer at the Closing, all of the Sellers' SDL Shares.

         B.       PURCHASE PRICE AND METHOD OF PAYMENT.

                  1.  TOTAL PURCHASE PRICE. The total consideration to be paid
                      by the Buyer to the Sellers for the SDL Shares purchased
                      pursuant to this Agreement (the "Purchase Price") will be
                      an amount equal to the sum of the following:

                           a.  An amount determined by multiplying $25,000,000
                               by a fraction, the numerator of which is the
                               number of SDL Shares purchased pursuant to this
                               Agreement and the denominator of which is the
                               total of all SDL Shares (the "Basic Purchase
                               Price") in cash, less, on a dollar-for-dollar
                               basis, the amount, if any, by which the Equity of
                               SDL as of the Closing Date is less than
                               $3,500,000, plus, on a dollar-for-dollar basis,
                               the amount, if any, by which the Equity of SDL as
                               of the Closing Date is greater than $3,500,000
                               (the amount by which the Basic Purchase Price is
                               adjusted upward or downward based


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                               upon the Equity of SDL as of the Closing Date is
                               the "Adjustment Amount"); plus

                           b.  an amount equal to the out of pocket fees and
                               expenses incurred by or on behalf of the Sellers
                               or SDL to KPMG in connection with the audit of
                               the Financial Statements, and not previously
                               reimbursed by the Buyer.

                  2. METHOD OF PAYMENT. At the Closing the Buyer will:

                           a.  Pay by wire transfer of immediately available
                               funds in an aggregate amount equal to the Basic
                               Purchase Price less $250,000, (the "Initial
                               Payment") to a custodial bank account for the
                               benefit of the Sellers designated by the Sellers'
                               Attorney-in-Fact by written instruction given to
                               the Buyer at least 48 hours before the Closing.
                               The responsibility of Buyer under this Section
                               III.B.2.a will be limited to the wire transfer of
                               the Initial Payment to the account designated by
                               the Sellers' Attorney-in-Fact (the "Designated
                               Account"), and SDL will have no responsibility
                               under this Section III.B.2.a. Without limiting
                               the foregoing, Buyer and SDL will not be
                               responsible for determining whether the
                               Designated Account conforms with the requirements
                               of this Section III.B.2.a, or for holding or
                               distributing the Initial Payment within or from
                               the Designated Account. The Sellers'
                               Attorney-in-Fact will be solely responsible for
                               determining whether the Designated Account
                               conforms with the requirements of this Agreement,
                               and for holding and distributing the Initial
                               Payment within and from the Designated Account.
                               The Sellers' Attorney-in-Fact will distribute the
                               Initial Payment to the Sellers net of certain
                               expenses in proportion to their stock ownership
                               interests.

                           b.  Pay into the Escrow Account, by wire transfer,
                               immediately available funds aggregating $250,000,
                               to be paid and disbursed upon determination of
                               the Adjustment Amount in accordance with
                               paragraph III.B.3, and not otherwise subject to
                               set off or counterclaim.

                  3. PURCHASE PRICE ADJUSTMENT. The Purchase Price set forth in
         Section III.B.1 hereof will be subject to adjustment as follows:

                           a.  The Buyer will prepare the Closing Balance Sheet
                               and deliver it to the Sellers' Attorney-in-Fact
                               within 45 days


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                               following the Closing Date. The Closing Balance
                               Sheet shall be used to determine the Adjustment
                               Amount.

                           b.  The Closing Balance Sheet shall be prepared from
                               the books and records of SDL in accordance with
                               GAAP as applied consistently with the principles,
                               practices and procedures used in preparation of
                               the Most Recent Audited Balance Sheet. All
                               inventory and supplies reflected on the Closing
                               Balance Sheet shall be so reflected on the basis
                               of a complete physical count taken on March 22,
                               2000 , adjusted for receipts and shipments
                               through the Closing Date, and shall be valued in
                               accordance with SDL's prior practices as
                               reflected in the Most Recent Audited Balance
                               Sheet. Representatives of both the Buyer and the
                               Sellers' Attorney-in-Fact shall have the right to
                               participate in the taking of the physical
                               inventory and the valuation thereof. The Buyer
                               will apply certain procedures agreed upon by the
                               Buyer and the Sellers' Attorney-in-Fact to
                               specific accounts and/or items on the Closing
                               Balance Sheet. SDL, the Buyer and the Sellers
                               will provide each other with full cooperation in
                               connection with the preparation of the Closing
                               Balance Sheet.

                           c.  The Closing Balance Sheet will not reflect
                               expenses attributable to the costs associated
                               with the audit of SDL's balance sheet as of
                               December 31, 1999 and 1998, and Statements of
                               Income, Changes in Stockholders Equity and Cash
                               Flow for the fiscal year ended December 31, 1999.
                               SDL shall pay all of its attorneys' fees relating
                               to the Transactions at or before the Closing
                               Date. It is contemplated by the Parties that the
                               Buyer shall not be responsible for the payment of
                               the Sellers' or SDL's attorneys' fees incurred in
                               connection with this Agreement and the
                               Transactions.

                           d.  Within 30 days after receipt of the Closing
                               Balance Sheet, the Sellers' Attorney-in-Fact will
                               notify the Buyer if he disagrees with any of the
                               amounts included in the Closing Balance Sheet. If
                               no notice of objection is given, the Closing
                               Balance Sheet will be final and conclusive for
                               all purposes. If the parties are unable to
                               resolve any differences within 60 days of the
                               receipt of the Closing Balance Sheet, the Buyer
                               and the Sellers agree to retain the accounting
                               firm of Ernst & Young LLP, through its Boston
                               office, to review the final report of Buyer on
                               the


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                               Closing Balance Sheet, to determine whether it
                               has been prepared in accordance with GAAP, to
                               arbitrate any other dispute concerning the
                               Closing Balance Sheet and the Adjustment Amount
                               and to render a decision comprising a correct
                               statement of the Closing Balance Sheet and the
                               Adjustment Amount within 30 days of its
                               retention. That decision shall be final and
                               binding for all purposes. Any decision or award
                               pursuant to this Section III.B.3.d may be entered
                               in and enforced by any court having jurisdiction
                               over the matter. The parties hereby consent and
                               commit themselves to the jurisdiction of the
                               courts of New Mexico for the purposes of the
                               enforcement of any such award. The Buyer and the
                               Sellers will each pay one-half of the costs of
                               services rendered by Ernst & Young LLP.

                           e.  Within five days after the later of (i)
                               expiration of the 30-day period for giving notice
                               of disagreement with the Closing Balance Sheet,
                               if no such notice of objection is given by the
                               Sellers' Attorney-in-Fact, or (ii) the resolution
                               of disputes, if any, pursuant to Section
                               III.B.3.d above, the Basic Purchase Price shall
                               be adjusted (using the formula set forth in
                               Section III.B.1.a based on the amounts shown in
                               the Closing Balance Sheet). If the Adjustment
                               Amount is owed to Sellers, within five (5)
                               business days after receipt of written notice
                               given jointly by the Sellers' Attorney-in-Fact
                               and the Buyer, the Escrow Agent will disburse, as
                               directed by that notice and by wire transfer in
                               immediately available funds, the amount held in
                               the Escrow Account to the Sellers'
                               Attorney-in-Fact, or either of them, and the
                               Buyer will similarly wire the Adjustment Amount
                               to the Sellers' Attorney-in-Fact, or either of
                               them. If the Adjustment Amount is owed to the
                               Buyer, within five (5) business days after
                               receipt of written notice given jointly by the
                               Sellers' Attorney-in-Fact and the Buyer, the
                               Escrow Agent will disburse, as directed by that
                               notice and by wire transfer in immediately
                               available funds, to the Buyer an amount of the
                               escrowed funds equal to the Adjustment Amount,
                               and the balance of the escrowed funds, if any, to
                               the Sellers' Attorney-in-Fact, or either of them,
                               for distribution to Sellers in accordance with
                               their respective interests. The responsibility of
                               the Buyer under this Section III.B.3.e will be
                               limited to the wire transfer of any Adjustment
                               Amount owed to Sellers to the Sellers'
                               Attorney-in-Fact. The responsibility of the
                               Escrow Agent


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                               under this Section III.B.3.e will be limited
                               to the wire transfer, in accordance with
                               written instructions jointly given by the
                               Sellers' Attorney-in-Fact and the Buyer, of
                               the proper amount of the escrowed funds to the
                               Sellers' Attorney-in-Fact and the Buyer, or
                               either of them. SDL shall have no
                               responsibility under this Section III.B.3.e.
                               Without limiting the foregoing, the Buyer, SDL
                               and the Escrow Agent will not be responsible
                               for holding or distributing the Adjustment
                               Amount or any portion of the escrowed funds
                               which have been wire transferred to the
                               Sellers' Attorney-in Fact, or either of them.
                               SBS and the Sellers' Attorney-in-Fact will
                               jointly notify the Escrow Agent in writing of
                               the distributions to be made of the escrowed
                               funds. The Escrow Agent will have no
                               responsibility or liability of any sort
                               whatsoever arising from the disbursement of
                               the escrowed funds in accordance with that
                               notice or in any case for any action or
                               nonaction taken or not taken, except for
                               malfeasance. If the Adjustment Amount owed to
                               the Buyer exceeds the amount of escrowed
                               funds, within five (5) business days, the
                               Sellers will pay the additional amount owed to
                               the Buyer by wire transfer to the Buyer in
                               immediately available funds. The Principal
                               Sellers shall be jointly and severally liable
                               for any Adjustment Amount owed to the Buyer in
                               excess of the escrowed funds.

                           f.  In addition, the Purchase Price set forth in
                               Section III.B.1 hereof shall be subject to
                               adjustment in accordance with Section VI.K
                               hereof.

         C.       CLOSING. Unless this Agreement has been terminated and the
                  Transactions have been abandoned pursuant to the terms of this
                  Agreement, the closing of the Transactions (the "Closing")
                  will take place on such date (the "Closing Date") and at such
                  location as the Parties may mutually agree, but not later than
                  April 15, 2000.

         D.       DELIVERIES AT THE CLOSING. At the Closing, or, in the case of
                  the delivery of Buyer Options described in Section III.D.4,
                  below, as soon thereafter as reasonably practicable, the
                  Parties shall deliver the following:

                  1. At Closing, the Sellers will deliver to the Buyer:

                        a. the various certificates, instruments, and documents
                           referred to in this Agreement, and


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<PAGE>

                        b. stock certificates representing all of the Sellers'
                           SDL Shares, endorsed in blank or accompanied by duly
                           executed assignment documents.

                  2. At Closing, the Buyer shall deliver to the Sellers'
                     Attorney-in-Fact:

                        a. the various certificates, instruments, and documents
                           referred to in this Agreement, and

                        b. that portion of the Purchase Price specified in
                           Section III.B.2.a above.

                  3.  At Closing, the Buyer will deliver to the Escrow Agent
                      that portion of the Purchase Price specified in Section
                      III.B.2.b above.

                  4. At Closing, the SDL Options will be canceled and as soon
                  thereafter as is reasonably practicable, the Buyer shall
                  deliver to each SDL Option Holder a Buyer Option in place of
                  the Holder's SDL Option.

IV. REPRESENTATIONS AND WARRANTIES CONCERNING THE TRANSACTIONS.

         A.       REPRESENTATIONS AND WARRANTIES OF THE SELLERS. Each of the
                  Sellers, individually, represents and warrants to the Buyer,
                  as of the date of this Agreement, except as set forth in the
                  Sellers' Disclosure Schedule, attached as Exhibit IV.A, as
                  follows:

                  1.  AUTHORIZATION OF TRANSACTIONS. The Seller has all
                      requisite power and authority to execute and deliver this
                      Agreement and to perform the Seller's obligations under
                      this Agreement. This Agreement constitutes the valid and
                      legally binding obligation of the Seller, enforceable
                      against the Seller in accordance with its terms and
                      conditions (subject as to enforcement of remedies, to the
                      discretion of courts in awarding equitable relief to
                      applicable bankruptcy, reorganization, insolvency,
                      moratorium and similar laws relating to or affecting the
                      rights of creditors generally and to general principles of
                      equity).

                  2.  REQUIRED NOTICES, FILINGS AND APPROVALS. To Seller's
                      Knowledge, except for the notification and clearance of
                      the Transaction pursuant to the Hart-Scott-Rodino Act, the
                      Seller need not give any notice to, make any filing with,
                      or obtain any authorization, consent or approval of any
                      government or


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                      governmental agency or any other Person, in order for the
                      Seller to consummate the Transactions.

                  3.  NONCONTRAVENTION. Except as set forth in the Sellers'
                      Disclosure Schedule, neither the execution and delivery of
                      this Agreement, nor the consummation of the Transactions
                      will (i) to Seller's Knowledge violate any constitution,
                      statute, regulation, rule, injunction, judgment, order,
                      decree, ruling, charge, or other restriction of any
                      government, governmental agency, or court to which the
                      Seller is subject or (ii) conflict with, result in a
                      breach of, constitute a default under, result in the
                      acceleration of, create in any party the right to
                      accelerate, terminate, modify, or cancel, or require any
                      notice under, any agreement, contract, lease, license,
                      instrument or other arrangement to which the Seller is a
                      party or by which the Seller is bound or to which the SDL
                      Shares or any of SDL's assets are subject.

                  4.  BROKERS' FEES. The Seller has no Liability or obligation
                      to pay any brokerage fees, commissions, finders' fees or
                      financial advisory fees to any Person with respect to the
                      Transactions.

                  5.  SDL SHARES. The Seller holds of record and owns
                      beneficially the number of SDL Shares as set forth in the
                      Sellers' Disclosure Schedule, free and clear of any
                      restrictions on transfer (other than any restrictions
                      under the Securities Act and Blue Sky Laws), Taxes (other
                      than income or other Taxes as may be owed by the Seller as
                      a result of the Transactions), Security Interests,
                      options, warrants, rights, contracts, commitments,
                      equities, claims, and demands. The Seller is not a party
                      to any option, warrant, right, or other contract or
                      commitment that could require the Seller to sell,
                      transfer, or otherwise dispose of any capital stock of SDL
                      (other than pursuant to this Agreement). The Seller is not
                      a party to any voting trust, proxy, or other written
                      agreement or understanding with respect to the voting of
                      any capital stock of SDL.

         B.       REPRESENTATIONS AND WARRANTIES OF THE BUYER. The Buyer
                  represents and warrants to the Sellers, as of the date of this
                  Agreement, except as set forth in the Buyer's Disclosure
                  Schedule, attached as Exhibit IV.B, as follows:

                  1.  ORGANIZATION OF BUYER. Buyer is a corporation duly
                      organized, validly existing, and in good standing under
                      the laws of the State of New Mexico, with requisite
                      corporate power and authority to carry on its business as
                      it is now being conducted, and to own, operate and lease
                      its properties and assets. Buyer has only


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<PAGE>

                      those subsidiaries disclosed in its Annual Report on Form
                      10-K for the year ended June 30, 1999 and subsequent Forms
                      10-Q, filed with the SEC. Buyer, and each of its
                      subsidiaries, is duly licensed or qualified to transact
                      business as a foreign corporation and is in good standing
                      in each jurisdiction in which the nature of the business
                      transacted by it or the character or location of the
                      properties owned, leased or operated by it requires that
                      licensing or qualification, except where the failure to be
                      so licensed or qualified would not have a Material Adverse
                      Effect on the business, operations or financial condition
                      of Buyer and its subsidiaries, taken as a whole.

                  2.  AUTHORIZATION OF TRANSACTIONS. Buyer has full power and
                      authority (including full corporate power and authority)
                      to execute and deliver this Agreement and to perform its
                      obligations under it. The Board of Directors of the Buyer
                      has taken all action required by law, the Buyer's Articles
                      of Incorporation and Bylaws to authorize the execution,
                      delivery and performance of this Agreement and
                      consummation of the Transactions. This Agreement has been
                      duly and validly executed and delivered by the Buyer and
                      no other action is necessary. This Agreement constitutes
                      the valid and legally binding obligation of Buyer,
                      enforceable in accordance with its terms and conditions
                      (subject as to enforcement of remedies, to the discretion
                      of courts in awarding equitable relief, to applicable
                      bankruptcy, reorganization, insolvency, moratorium and
                      similar laws affecting the rights of creditors generally,
                      and general principles of equity).

                  3.  REQUIRED NOTICES, FILINGS AND APPROVALS. Except for
                      notification and clearance of the Transaction pursuant to
                      the Hart-Scott-Rodino Act, Buyer need not give any notice
                      to, make any filing with, or obtain any authorization,
                      consent, or approval of any government or governmental
                      agency or any other Person in order for the Buyer to
                      consummate the Transactions.

                  4.  NONCONTRAVENTION. Except as set forth in Exhibit IV.B,
                      neither the execution and delivery of this Agreement, nor
                      the consummation of the Transactions will (i) violate any
                      constitution, statute, regulation, rule, injunction,
                      judgment, order, decree, ruling, charge, or other
                      restriction of any government, governmental agency, or
                      court to which the Buyer is subject or (ii) conflict with,
                      result in a breach of, constitute a default under, result
                      in the acceleration of, create in any party the right to
                      accelerate, terminate, modify, or cancel, or require any
                      notice under any agreement, contract, lease, license,
                      instrument, or


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<PAGE>

                      other arrangement to which the Buyer is a party or by
                      which the Buyer is bound or to which any of the Buyer's
                      assets are subject.

                  5.  BROKERS' FEES. The Buyer has no Liability or obligation to
                      pay any brokerage fees, commissions, or finders' fees to
                      any Person with respect to the Transactions, except those
                      owed in connection with obtaining a fairness opinion and
                      financial advisory fees with respect to the Transactions.
                      Payment of these fees will be the sole responsibility of
                      the Buyer.

                  6.  NO INSOLVENCY OR FRAUDULENT TRANSFER. The payment of the
                      Purchase Price will not cause the Buyer to become
                      insolvent or seek protection from creditors and will not
                      be a fraudulent transfer within the meaning of the New
                      Mexico Uniform Fraudulent Transfer Act, Section 56-9-1 et
                      seq. NMSA Comp. 1972.

                  7.  INVESTMENT. The Buyer is an Accredited Investor and
                      acknowledges that the SDL Shares purchased by the Buyer
                      pursuant to this Agreement are being acquired for
                      investment only and not with a view to any public
                      distribution thereof, within the meaning of the Securities
                      Act. Buyer will not offer to sell or otherwise dispose of
                      the SDL Shares so acquired by it in violation of any of
                      the registration requirements of the Securities Act or of
                      any applicable Blue Sky Laws.

                  8.  EVENTS SUBSEQUENT TO MOST RECENT FISCAL YEAR END. Except
                      as set forth in Exhibit IV.B, since the most recent fiscal
                      year end audit of the Buyer, there have not been any
                      changes in the business, financial condition, operations,
                      or results of operations of the Buyer and its
                      subsidiaries, taken as a whole, which have had a Material
                      Adverse Effect on the Buyer and its subsidiaries, taken as
                      a whole.

         C.       REPRESENTATIONS CONCERNING SDL. The Principal Sellers, jointly
                  and severally, represent and warrant to Buyer, as of the date
                  of this Agreement, except as set forth in the SDL Disclosure
                  Schedule, attached as Exhibit IV.C, as follows:

                  1.  ORGANIZATION, QUALIFICATION, AND CORPORATE POWER. SDL is a
                      corporation duly organized, validly existing, and in good
                      standing under the laws of the Commonwealth of
                      Massachusetts, with requisite corporate power and
                      authority to carry on its business as it is now being
                      conducted, and to own, operate and lease its properties
                      and assets. SDL has no


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<PAGE>

                      subsidiaries. SDL is duly licensed or qualified to
                      transact business as a foreign corporation and is in good
                      standing in each jurisdiction in which the nature of the
                      business transacted by it or the character or location of
                      the properties owned, leased or operated by it requires
                      that licensing or qualification, except where the failure
                      to be so licensed or qualified would not have a Material
                      Adverse Effect on the business, operations or financial
                      condition of SDL. The SDL Disclosure Schedule lists the
                      directors and officers of SDL. SDL has delivered to Buyer
                      correct and complete copies of the charter and bylaws of
                      SDL (as amended to date). Except as set forth on the
                      Disclosure Schedule, the minute books (containing records
                      of meetings of the shareholders, the board of directors,
                      and any committee of the board of directors), the stock
                      certificate books, and the stock record book of SDL are
                      correct and complete. SDL is not in default under or in
                      violation of any provision of its Articles of Organization
                      and Bylaws.

                  2.  CAPITALIZATION. The entire authorized capital stock of SDL
                      consists of 4,725,000 shares of $0.001 par value common
                      stock, of which 3,666,550 SDL Shares are issued and
                      outstanding, and 225,000 shares of $0.001 par value
                      Preferred Stock, none of which is issued and outstanding,
                      and no SDL Shares are held in treasury. All of the issued
                      and outstanding SDL Shares have been duly authorized, are
                      validly issued, fully paid, and nonassessable, and are
                      held of record and beneficially owned by the respective
                      Sellers as set forth in the SDL Disclosure Schedule.
                      Except for the SDL Options and as set forth on the SDL
                      Disclosure Schedule, there are no outstanding or
                      authorized options, warrants, purchase rights,
                      subscription rights, conversion rights, exchange rights,
                      or other contracts or commitments that could require SDL
                      to issue, sell, or otherwise cause to become outstanding
                      any of its capital stock. There are no outstanding or
                      authorized stock appreciation, phantom stock, profit
                      participation, or similar rights with respect to SDL,
                      other than normal dividends paid to its shareholders from
                      time-to-time. There are no voting trusts, proxies, or
                      other agreements or understandings with respect to the
                      voting of the capital stock of SDL. SDL does not have, and
                      never has had, more than 200 shareholders of record.

                  3.  AUTHORIZATION OF TRANSACTIONS. SDL has full power and
                      authority (including full corporate power and authority)
                      to execute and deliver this Agreement and to perform its
                      obligations under it. The Board of Directors and
                      shareholders of SDL have taken all action required by law,
                      SDL's Articles of Organization and


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<PAGE>

                      Bylaws to authorize the execution, delivery and
                      performance of this Agreement and consummation of the
                      Transactions. This Agreement has been duly and validly
                      executed and delivered by SDL and no other action is
                      necessary. This Agreement constitutes the valid and
                      legally binding obligation of SDL, enforceable in
                      accordance with its terms and conditions (subject as to
                      enforcement of remedies, to the discretion of courts in
                      awarding equitable relief to applicable bankruptcy,
                      reorganization, insolvency, moratorium and similar laws
                      affecting the rights of creditors generally, and to
                      general principles of equity).

                  4.  NONCONTRAVENTION. Except as set forth in the SDL
                      Disclosure Schedule, neither the execution and delivery of
                      this Agreement, nor the consummation of the Transactions
                      will (i) to Principal Sellers' Knowledge, violate any
                      constitution, statute, regulation, rule, injunction,
                      judgment, order, decree, ruling, charge, or other
                      restriction of any government, governmental agency, or
                      court to which SDL is subject or (ii) conflict with,
                      result in a breach of, constitute a default under, result
                      in the acceleration of, create in any party the right to
                      accelerate, terminate, modify, or cancel, or require any
                      notice under any agreement, contract, lease, license,
                      instrument, or other arrangement to which SDL is a party
                      or by which SDL is bound or to which any of SDL's assets
                      are subject.

                  5.  REQUIRED NOTICES, FILINGS AND APPROVALS. Except for
                      notification and clearance of the Transaction pursuant to
                      the Hart-Scott-Rodino Act, SDL does not need to give any
                      notice to, make any filing with, or obtain any
                      authorization, consent, or approval of any government or
                      governmental agency or any other Person in order for SDL
                      to consummate the Transactions.

                  6.  BROKERS' FEES. SDL has no Liability or obligation to pay
                      any brokerage fees, commissions, finders' fees or
                      financial advisory fees to any Person with respect to the
                      Transactions. Principal Sellers will hold Buyer and SDL
                      harmless for any such liability after Closing,
                      notwithstanding and without regard to the provisions of
                      Section VIII.B.3.

                  7.  TITLE TO ASSETS. SDL has good and marketable title to, or
                      a valid leasehold interest in, the properties and assets
                      used by it, located on its premises, or shown on the Most
                      Recent Audited Balance Sheet or acquired after the date of
                      the Most Recent Audited Balance Sheet, free and clear of
                      all Security Interests, except for properties and assets
                      disposed of in the Ordinary


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<PAGE>

                      Course of Business since the date of the Most Recent
                      Audited Balance Sheet.

                  8.  FINANCIAL STATEMENTS. The SDL Disclosure Schedule contains
                      the following financial statements of SDL (collectively
                      the "Financial Statements"): (i) audited balance sheets as
                      of December 31, 1999 and 1998 and audited statement of
                      income, changes in stockholders' equity, and cash flow for
                      the fiscal year ended December 31, 1999; and (ii)
                      unaudited balance sheets and statements of income as of
                      and for each of the three months ended March 31, 2000. The
                      audited financial statements referred to above (including
                      the notes thereto), have been prepared in accordance with
                      GAAP applied on a consistent basis throughout the periods
                      covered thereby, and present fairly the financial
                      condition of SDL as of those dates and the results of
                      operations of SDL for those periods.

                  9.  EVENTS SUBSEQUENT TO MOST RECENT AUDITED FINANCIAL
                      STATEMENT. Except as set forth in the SDL Disclosure
                      Schedule, since December 31, 1999, there have not been any
                      changes in the business, financial condition, operations,
                      or results of operations of SDL which have had a Material
                      Adverse Effect on SDL. Without limiting the generality of
                      the foregoing, since December 31, 1999, other than as
                      contemplated by this Agreement:

                      a.   SDL has not sold, leased, transferred, or assigned
                           any of its assets, tangible or intangible, other than
                           in the Ordinary Course of Business;

                      b.   SDL has not entered into any agreement, contract,
                           lease, or license (or series of related agreements,
                           contracts, leases, and licenses) which involved more
                           than $500,000 or which was not in the ordinary course
                           of SDL's business;

                      c.   To Principal Sellers' Knowledge no party (including
                           SDL) has accelerated, terminated, modified, or
                           canceled any agreement, contract, lease, or license
                           (or series of related agreements, contracts, leases,
                           and licenses) involving more than $50,000 to which
                           SDL is a party or by which it is bound, other than
                           terminations, modifications or cancellations pursuant
                           to and consistent with the terms of those agreements,
                           contracts, leases or licenses which are effected for
                           reasons other than cause or convenience;


Page 18 of 62
<PAGE>

                      d.   SDL has not imposed any Security Interest upon any of
                           its assets, tangible or intangible;

                      e.   SDL has not made any capital expenditure (or series
                           of related capital expenditures) which involved more
                           than $30,000 or was not for an asset used in SDL's
                           business;

                      f.   SDL has not made any capital investment in, any loan
                           to, or any acquisition of the securities or assets
                           of, any other person (or series of related capital
                           investments, loans, and acquisitions);

                      g.   SDL has not issued any note, bond, or other debt
                           security or created, incurred, assumed, or guaranteed
                           any indebtedness for borrowed money or capitalized
                           lease obligations other than as disclosed on the SDL
                           Disclosure Schedule;

                      h.   SDL has not delayed or postponed the payment of
                           accounts payable and other Liabilities outside the
                           Ordinary Course of Business;

                      i.   SDL has not accelerated the shipment of products in
                           advance of the customer's requested delivery
                           schedule;

                      j.   SDL has not canceled, compromised, waived, or
                           released any right or claim (or series of related
                           rights and claims) either involving more than $10,000
                           or outside the Ordinary Course of Business;

                      k.   SDL has not granted any license or sublicense of any
                           rights under or with respect to any Intellectual
                           Property to manufacture or produce any of SDL's
                           products;

                      l.   There has been no change made or authorized in the
                           Articles of Organization or Bylaws of SDL;

                      m.   SDL has not experienced any damage, destruction, or
                           loss (whether or not covered by insurance) to its
                           property;

                      n.   SDL has not made any loan to any of its directors,
                           officers, and employees outside the Ordinary Course
                           of Business;

                      o.   SDL has not entered into any employment contract or
                           collective bargaining agreement, written or oral, or
                           modified the terms of any existing such contract or
                           agreement;


Page 19 of 62
<PAGE>

                      p.   SDL has not granted any increase in the base
                           compensation of any of its directors or officers, or
                           any increase in base compensation for employees other
                           than in the Ordinary Course of Business;

                      q.   SDL has not adopted, amended, modified, or terminated
                           any bonus, profit-sharing, incentive, severance, or
                           other plan, contract, or commitment for the benefit
                           of any of its directors, officers, and employees (or
                           taken any such action with respect to any other
                           Employee Benefit Plan);

                      r.   SDL has not made any other change in employment terms
                           for any of its directors or officers, or any other
                           change in the employment terms of any of its
                           employees other than in the Ordinary Course of
                           Business;

                      s.   SDL has not made or pledged to make any charitable or
                           other capital contribution outside the Ordinary
                           Course of Business;

                      t.   There has not been any other occurrence, event,
                           incident, action, failure to act, or transaction
                           outside the Ordinary Course of Business involving SDL
                           having a Material Adverse Effect; and

                      u.   SDL has not committed to any of the foregoing.

                  9.5    UNDISCLOSED LIABILITIES. SDL has no Material Liability,
                         and, to Principal Sellers' Knowledge, there are no
                         occurrences or circumstances which give Principal
                         Sellers reasonable grounds to believe that SDL will
                         have a Material Liability in the reasonably foreseeable
                         future, except for (i) Liabilities reflected on the
                         face of the Most Recent Audited Balance Sheet,
                         including any notes, (ii) Liabilities that are set
                         forth on the SDL Disclosure Schedule, (iii) Liabilities
                         which have arisen after December 31, 1999 in the
                         Ordinary Course of Business (none of which results
                         from, arises out of, relates to, is in the nature of,
                         or was caused by any breach of contract, breach of
                         warranty, tort, infringement, or violation of law),
                         (iv) Liabilities for executory obligations to be
                         performed under the contracts described in Section
                         IV.C.17 below, and (v) Liabilities in connection with
                         or as a result of the Transactions.

                  10.    LEGAL COMPLIANCE. To Principal Sellers' Knowledge SDL
                         is in compliance in all material respects with all
                         applicable laws


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<PAGE>

                         (including rules, regulations, codes, plans,
                         injunctions, judgments, orders, decrees, rulings, and
                         charges thereunder) of federal, state, local, and
                         foreign governments (and all agencies thereof), and no
                         action, suit, proceeding, hearing, investigation,
                         charge, complaint, claim, demand, or notice has been
                         filed or commenced against any of them alleging any
                         failure so to comply.

                  11.  TAX MATTERS.

                       a.   All Tax Returns required to be filed with respect to
                            SDL or its operations by SDL with any taxing
                            authority as of the Closing Date have been filed, or
                            if after the Closing Date will be filed promptly
                            when due, and all Taxes required to be paid with
                            respect to the periods covered by those Tax Returns
                            have been paid or accrued or adequate reserves for
                            the payment thereof have been established, except
                            where the failure to file those Tax Returns or pay
                            those Taxes would not have a Material Adverse Effect
                            on SDL. SDL is not delinquent in the payment of any
                            Tax, assessment or governmental charge.

                       b.   Sellers shall be responsible for the payment of all
                            personal Taxes resulting from the Transactions. SDL
                            shall be responsible for the preparation and timely
                            filing of all Tax Returns and related reports which
                            are required for the short period up to the Closing
                            Date. Any additional Tax has been paid by SDL or
                            will be reflected on the Closing Balance Sheet.

                       c.   SDL has withheld and paid all Taxes legally required
                            to have been withheld and paid in connection with
                            amounts paid to any employee, independent
                            contractor, creditor, stockholder, or other third
                            party.

                       d.   To the Principal Sellers' Knowledge, no authority
                            intends to assess any additional Taxes for any
                            period up to Closing Date for which Tax returns have
                            been or are required to be filed. Except as set
                            forth on the SDL Disclosure Schedule, there is no
                            dispute or claim concerning any Tax Liability of or
                            relating to SDL either (i) claimed or raised by any
                            taxing authority in writing or (ii) as to which any
                            of the Principal Seller has Knowledge. The SDL
                            Disclosure Schedule lists all federal, state, local,
                            and foreign income Tax Returns filed with respect to
                            SDL for taxable periods ended on or after December
                            31, 1993 through the present, indicates


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<PAGE>

                            those Tax Returns that have been audited and those
                            Tax Returns that currently are the subject of audit.

                  12.    REAL PROPERTY LEASED OR SUBLEASED. The SDL Disclosure
                         Schedule lists all real property leased or subleased to
                         SDL. SDL has delivered to the Buyer correct and
                         complete copies of the leases and subleases listed in
                         the SDL Disclosure Schedule. With respect to each lease
                         and sublease listed in the Disclosure Schedule:

                         a.  to Principal Sellers' Knowledge, the lease or
                             sublease is legal, valid, binding and enforceable;

                         b.  to Principal Sellers' Knowledge, SDL is not in
                             material breach or default, and no event has
                             occurred which, with notice or lapse of time, would
                             constitute a breach or default, or permit
                             termination, modification, or acceleration, of any
                             lease or sublease and no consent is required under
                             any lease or sublease for the Transactions;

                         c.  SDL has not assigned, transferred, conveyed or
                             created any Security Interest in the leasehold or
                             subleasehold;

                         d.  all facilities leased or subleased thereunder by
                             SDL are supplied with utilities and other services
                             necessary for the operation of those facilities as
                             currently operated by SDL; and

                         e.  Principal Sellers have received written consents
                             from all lessors or sublessors of leased or
                             subleased real property, whose consent is required
                             as a result of the Transactions for the terms and
                             conditions of leases and subleases to be continued
                             uninterrupted and without modification from the
                             current terms and conditions.

                  13.    COMPLIANCE WITH BUILDING AND ZONING CODES. To Principal
                         Sellers' Knowledge, all of SDL's operations and
                         activities as conducted as of the date hereof, comply
                         in all Material respects with all applicable building
                         and zoning codes.

                  14.    INTELLECTUAL PROPERTY.

                         a.  SDL owns or has the right to use (pursuant to
                             license, sublicense, agreement, or permission) all
                             Intellectual Property necessary to design,
                             manufacture and sell its current products and for
                             office administration, the failure to


Page 22 of 62
<PAGE>

                             possess which would have a Material Adverse Effect
                             on SDL. Each Material item of Intellectual Property
                             owned or used by SDL immediately before the Closing
                             will be owned or available for use by SDL on
                             identical terms and conditions immediately after
                             the Closing. Except as set forth on the Disclosure
                             Schedule, SDL has taken commercially reasonable
                             action to maintain and protect as a trade secret
                             each Material item of Intellectual Property that
                             it owns or uses.

                         b.  To Principal Sellers' Knowledge, none of the
                             products manufactured by SDL infringes upon any
                             Intellectual Property rights of third parties, and
                             none of the Principal Sellers has since December
                             31, 1996, received any written charge, complaint,
                             claim, demand, or notice alleging any such
                             infringement (including any claim that SDL must
                             license or refrain from using any Intellectual
                             Property rights of any third party).

                         c.  No patents are owned by SDL and SDL has made no
                             patent applications. Except as set forth on the
                             Disclosure Schedule, SDL has not granted to any
                             third party any license with respect to any of its
                             Intellectual Property to manufacture or produce any
                             product.

                         d.  The SDL Disclosure Schedule identifies each item of
                             Intellectual Property that any third party owns and
                             that SDL embodies or incorporates in SDL's
                             products, pursuant to license, sublicense,
                             agreement, or permission. SDL has delivered to the
                             Buyer correct and complete copies of all such
                             licenses, sublicenses, agreements, and permissions
                             (as amended to date). With respect to each item of
                             Intellectual Property required to be identified in
                             the SDL Disclosure Schedule, the license,
                             sublicense, agreement, or permission covering the
                             item is the legal, valid and binding right of SDL,
                             enforceable in accordance with its terms, and in
                             full force and effect, and Principal Sellers have
                             no reason to believe that they will not stay in
                             effect following the Closing Date.

                  15.    TANGIBLE ASSETS. SDL owns or leases all buildings,
                         machinery, equipment, and other tangible assets
                         necessary for the conduct of its businesses as
                         currently conducted. To the Principal Sellers'
                         Knowledge, each of those tangible assets is free from
                         defects (patent and latent), has been maintained in
                         accordance with normal industry practice, is in


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<PAGE>

                         good operating condition and repair (subject to normal
                         wear and tear), and is suitable for the purposes for
                         which it currently is used.

                  16.    INVENTORY. Inventories reflected on SDL's Most Recent
                         Audited Balance Sheet are properly stated in accordance
                         with GAAP.

                  17.    CONTRACTS. The SDL Disclosure Schedule lists the
                         following written contracts and other agreements to
                         which SDL is a party:

                         a.  any agreement (or group of related agreements) for
                             the lease of personal property to or from any
                             Person providing for lease payments;

                         b.  any agreement for the sale of SDL products or the
                             purchase of raw materials by SDL which involves
                             currently open sales or purchase orders;

                         c.  any agreement concerning a partnership or joint
                             venture;

                         d.  any agreement (or group of related agreements)
                             under which it has created, incurred, assumed, or
                             guaranteed any indebtedness for borrowed money, or
                             any capitalized lease obligation;

                         e.  any profit sharing, stock option, stock purchase,
                             stock appreciation, deferred compensation,
                             severance, or other material plan or arrangement
                             for the benefit of its current or former directors,
                             officers, and employees;

                         f.  any collective bargaining agreement;

                         g.  any written agreement for the employment of any
                             individual on a full or part-time basis in which
                             the consideration to be paid is more than $75,000
                             per year, or for the performance of consulting
                             services in which SDL's future obligation exceeds
                             $25,000;

                         h.  any agreement under which it has been advanced or
                             loaned any amount to any of its directors,
                             officers, and employees outside the Ordinary Course
                             of Business; or


Page 24 of 62



<PAGE>


                         i.  any agreement which is currently in default, the
                             consequences of which could have a Material Adverse
                             Effect.

                         SDL has delivered to the Buyer a correct and complete
                         copy of each written agreement listed in the SDL
                         Disclosure Schedule. With respect to each such
                         agreements: (i) the agreement is the legal, valid and
                         binding obligation of SDL, enforceable in accordance
                         with its terms, and in full force and effect; (ii) the
                         agreement will continue to be legal, valid, binding,
                         enforceable, and in full force and effect on identical
                         terms following the consummation of the Transactions;
                         (iii) SDL is not in breach or default, and no event has
                         occurred which with notice or lapse of time would
                         constitute a breach or default, or permit termination,
                         modification, or acceleration, under the agreement; and
                         (iv) no party to any such agreement has notified any
                         Principal Seller or SDL that they do not intend to
                         perform under the agreement, for any reason.

                  18.    NOTES AND ACCOUNTS RECEIVABLE. All notes and accounts
                         receivable of SDL as shown on the Most Recent Audited
                         Balance Sheet are reflected properly on that balance
                         sheet as of the date of that balance sheet, are valid
                         receivables subject to no setoffs or counterclaims,
                         subject only to a reasonable reserve for bad debts set
                         forth on the face of the Most Recent Audited Balance
                         Sheet, including the notes thereto.

                  19.    POWERS OF ATTORNEY. There are no outstanding powers of
                         attorney executed on behalf of SDL.

                  20.    INSURANCE. The SDL Disclosure Schedule contains an
                         accurate and complete list of all policies of fire and
                         other casualty, general liability, theft, life,
                         workers' compensation, health, directors and officers,
                         business interruption and other forms of insurance
                         owned or held by SDL, specifying the insurer, the
                         policy number, the term of the coverage, and in the
                         case of any "claims made" coverage, the same
                         information as to predecessor policies for the previous
                         three years. All present policies are in full force and
                         effect, and will not terminate or be violated as a
                         result of the Transactions. Neither any Principal
                         Seller nor SDL has done anything which will cause these
                         policies to be canceled.

                  21.    LITIGATION. The SDL Disclosure Schedule sets forth each
                         instance in which SDL (i) is subject to any outstanding
                         injunction, judgment, order, decree or ruling, or (ii)
                         is a party


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<PAGE>


                         or, to the Knowledge of any Principal Seller, has been
                         threatened in writing to be made a party to any action,
                         suit, proceeding, hearing, or investigation, of, in, or
                         before any court or quasi-judicial or administrative
                         agency of any federal, state, local, or foreign
                         jurisdiction, or before any arbitrator, which if
                         resolved adverse to SDL, would cause a Material Adverse
                         Effect on SDL. There are no occurrences or
                         circumstances which give any Principal Seller reason to
                         believe that there is a likelihood that any such
                         action, suit, proceeding, hearing, or investigation
                         will be brought or threatened against SDL in the
                         foreseeable future.

                  22.    CUSTOMERS. As of the date of this Agreement, Netscout,
                         MCMS/Nokia, Motorola, and Compuware have designed
                         certain of SDL's products into certain of their
                         products. The Principal Sellers have no Knowledge that
                         any of these companies intends to discontinue use of
                         those SDL products in those customer products in the
                         immediately foreseeable future, or that the change in
                         ownership of SDL effected by the Transactions will
                         itself cause a substantial diminution or termination of
                         SDL's business relationship with any of these
                         companies.

                  23.    EMPLOYEES. To the Principal Sellers' Knowledge, no
                         executive, key employee, or group of employees has any
                         plans to terminate employment with SDL. SDL is not a
                         party to or bound by any collective bargaining
                         agreement, nor has it experienced any strikes,
                         grievances, claims of unfair labor practices, or other
                         collective bargaining disputes. SDL has not committed
                         any unfair labor practice. The Principal Sellers have
                         no Knowledge of any organizational effort currently
                         being made or threatened by or on behalf of any labor
                         union with respect to employees of SDL. SDL has
                         provided to the Buyer a list of all employees
                         terminated by SDL during the 12 months before the date
                         of this Agreement.

                  24.    EMPLOYEE BENEFITS.

                       a.   Except as set forth in the SDL Disclosure Schedule,
                            SDL has complied in all material respects with all
                            applicable laws relating to the providing of
                            employee benefits to its employees, including, but
                            not limited to, the granting of leave time, the
                            providing of health, disability and workers
                            compensation insurance, and the providing of pension
                            benefits.


Page 26 of 62
<PAGE>


                       b.   The SDL Disclosure Schedule lists each Employee
                            Benefit Plan that SDL maintains or to which SDL
                            contributes. Except as set forth in the SDL
                            Disclosure Schedule:

                            (1)   Each such Employee Benefit Plan (and each
                                  related trust, insurance contract, or fund)
                                  complies and has always complied in form and
                                  in operation in all material respects with the
                                  applicable requirements of ERISA, the Code,
                                  the laws of the Commonwealth of Massachusetts,
                                  and any other applicable laws.

                            (2)   All required Form 5500 Annual Reports,
                                  including all schedules, audits and
                                  attachments have been timely filed with
                                  respect to each such Employee Benefit Plan,
                                  and all excise taxes for late contributions,
                                  or underfunding have been fully paid, along
                                  with any applicable interest and penalties.
                                  all reporting and disclosure obligations have
                                  been fully met. The requirements of ERISA,
                                  including but not limited to Parts 6 and 7 of
                                  Subtitle B of Title I of ERISA and of Code
                                  Sections 4980B, 79, 105, 125, 129, 414, 4980
                                  and 9801, have been met in all material
                                  respects with respect to each such Employee
                                  Benefit Plan subject thereto.

                            (3)   All contributions (including all employer
                                  contributions and employee salary reduction
                                  contributions) which are due on or before the
                                  Closing Date have been paid to each such
                                  Employee Benefit Plan which is an Employee
                                  Pension Benefit Plan and all contributions for
                                  any period ending on or before the Closing
                                  Date which are not yet due have been paid to
                                  each such Employee Pension Benefit Plan or
                                  accrued. All premiums or other payments which
                                  are due on or before the Closing Date for all
                                  periods ending on or before the Closing Date,
                                  have been paid or accrued with respect to each
                                  such Employee Benefit Plan which is an
                                  Employee Welfare Benefit Plan.

                            (4)   Each such Employee Benefit Plan that is an
                                  Employee Pension Benefit Plan complies in all
                                  material respects with the requirements of
                                  ERISA and a "qualified plan" under Code
                                  Section 401(a).

                            (5)   SDL has delivered to the Buyer correct and
                                  complete copies of the plan documents and
                                  summary plan


Page 27 of 62
<PAGE>


                                  descriptions, the most recent determination
                                  letter received from the Internal Revenue
                                  Service, the most recent Form 5500 Annual
                                  Report, and all related trust agreements,
                                  insurance contracts, and other funding
                                  agreements which implement each such
                                  Employee Benefit Plan.

                      c. With respect to each Employee Benefit Plan that SDL
                      maintains or ever has maintained or to which it
                      contributes, ever has contributed, or ever has been
                      required to contribute:

                            (1)   No such Employee Benefit Plan is subject to
                                  Title IV of ERISA.

                            (2)   There have been no Prohibited Transactions (as
                                  defined in Section 406 of ERISA and Section
                                  4975 of the IRC) with respect to any such
                                  Employee Benefit Plan that could reasonably be
                                  expected to have a Material Adverse Effect on
                                  SDL. To Principal Sellers' Knowledge, no
                                  fiduciary has any Liability for breach of
                                  fiduciary duty or any other failure to act or
                                  comply in connection with the administration
                                  or investment of the assets of any such
                                  Employee Benefit Plan. No action, suit,
                                  proceeding, hearing, investigation, audit or
                                  correspondence with respect to any such
                                  Employee Benefit Plan (other than routine
                                  claims for benefits) is pending, or, to the
                                  Knowledge of the Principal Sellers, is
                                  threatened. None of the Principal Sellers has
                                  Knowledge of any basis for any such action,
                                  suit, proceeding, hearing, or investigation.

                       c.   No Employee Welfare Benefit Plan with respect to
                            which SDL could reasonably be expected to have any
                            liability, provides medical, health, or life
                            insurance or other welfare-type benefits for current
                            or future retired or terminated employees, their
                            spouses, or their dependents (other than in
                            accordance with Code section 4980B and 9801, and
                            ERISA Sections 601, 609 and 701, and comparable
                            provisions of state law).

                       d.   Liabilities and any SDL matching contributions or
                            profit sharing contributions associated with any
                            Employee Benefit Plan, Employee Pension Benefit Plan
                            or Employee Welfare Plan to which SDL is subject,
                            have been properly reflected and represented on the
                            Most Recent Audited Financial Statement for SDL, to
                            the extent required by and in


Page 28 of 62
<PAGE>


                            accordance with GAAP, and there have been no
                            occurrences or omissions since the date of the Most
                            Recent Audited Financial Statement which make those
                            financing statements materially inaccurate.

                  25.    GUARANTIES. SDL is not a guarantor or is not otherwise
                         liable for any Liability or obligation (including
                         indebtedness) of any other Person.

                  26.    ENVIRONMENT, HEALTH, AND SAFETY.

                         a.  SDL has complied in all material respects with all
                             Environmental, Health, and Safety Laws, and no
                             action, suit, proceeding, hearing, investigation,
                             charge, complaint, claim, demand, or notice has
                             been filed or commenced against any of them
                             alleging any failure so to comply. Without limiting
                             the generality of the preceding sentence, SDL has
                             obtained and been in material compliance with all
                             of the terms and conditions of all permits,
                             licenses, and other authorizations which are
                             required under, and has complied with all other
                             limitations, restrictions, conditions, standards,
                             prohibitions, requirements, obligations, schedules,
                             and timetables which are contained in, all
                             Environmental, Health, and Safety Laws.

                         b.  SDL has no Material Liability (and SDL has not
                             handled or disposed of any substance, arranged for
                             the disposal of any substance, exposed any employee
                             or other individual to any substance or condition,
                             or owned or operated any property or facility in
                             any manner that would give the Principal Sellers
                             reason to believe that SDL will have such Material
                             Liability) for damage to any site, location, or
                             body of water (surface or subsurface), for any
                             illness of or personal injury to any employee or
                             other individual, or for any reason under any
                             Environmental, Health, and Safety Law.

                        c.   All properties and equipment used in the business
                             of SDL have been free of asbestos, PCB's, methylene
                             chloride, trichloroethylene,
                             1,2-transdichloroethylene, dioxins, dibenzofurans,
                             and Extremely Hazardous Substances.

                  27.    CERTAIN BUSINESS RELATIONSHIPS WITH SDL. None of the
                         Sellers or their Affiliates, nor to their Knowledge any
                         Other Seller or any Affiliate of an Other Seller, (i)
                         has had any written agreement with SDL within the past
                         twelve months or which is


Page 29 of 62
<PAGE>


                         currently in effect, or (ii) owns any assets, tangible
                         or intangible, which are used in the business of SDL.

                  28.    DISCLOSURE. To the Principal Sellers' Knowledge, the
                         representations and warranties contained in this
                         Subsection C do not contain any untrue statement of a
                         material fact or omit to state any material fact
                         necessary in order to make the statements and
                         information not misleading, as of the date of that
                         representation or warranty.

                  29.    BUSINESS OUTLOOK. The Principal Sellers have no
                         Knowledge of any fact or circumstance which Principal
                         Sellers believe, in good faith, has or will have a
                         material negative effect on the business outlook for
                         SDL.

V.       PRE-CLOSING COVENANTS. The Parties agree as follows with respect to
the period between the execution of this Agreement and the Closing.

         A.       GENERAL. Each of the Parties will use his or its commercially
                  reasonable efforts to take all action and to do all things
                  necessary, proper, or advisable in order to consummate and
                  make effective the Transactions (including satisfaction, but
                  not waiver, of the closing conditions set forth in Section VII
                  below). However, the taking of any such action, or the failure
                  to take that action, by any Party shall not affect the
                  representations and warranties of the Parties contained in
                  this Agreement.

         B.       NOTICES AND CONSENTS. The Principal Sellers will cause SDL to
                  give any notices to third parties, and will cause SDL to use
                  commercially reasonable efforts to obtain any third-party
                  consents, that the Buyer reasonably may request in connection
                  with the matters referred to in Section IV.C.4 above. Each of
                  the Parties will (and the Principal Sellers will cause SDL to)
                  give any notices to, make any filings with, and use its
                  commercially reasonable efforts to obtain any authorizations,
                  consents, and approvals of governments and governmental
                  agencies in connection with the matters referred to in
                  Sections IV.A.2, IV.B.3 and IV.C.5 above. However, the giving
                  of any such notices, the making of any such filings, or the
                  obtaining of any such approvals, or the failure to give such
                  notices, to make any such filings, or to obtain any such
                  approvals, by any Party shall not affect the representations
                  and warranties of the Parties contained in this Agreement.

         C.       OPERATION OF BUSINESS. The Principal Sellers will not cause or
                  permit SDL to engage in any practice, take any action, or
                  enter into any transaction outside the Ordinary Course of
                  Business.


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<PAGE>


         D.       PRESERVATION OF BUSINESS. The Principal Sellers will cause SDL
                  to use its commercially reasonable efforts to keep its
                  business and properties substantially intact, including its
                  present operations, physical facilities, working conditions,
                  and relationships with lessors, licensors, suppliers,
                  customers, and employees.

         E.       FULL ACCESS. Each of the Principal Sellers will permit, and
                  the Principal Sellers will cause SDL to permit,
                  representatives of the Buyer to have full access at all
                  reasonable times, and in a manner so as not to materially
                  interfere with the normal business operations of SDL, to all
                  premises, properties, books, records (including Tax records of
                  SDL, but not including the personal tax records of Sellers),
                  contracts, and documents of or pertaining to SDL. The Buyer
                  will provide to SDL copies of the results of any searches
                  authorized or conducted by or on behalf of the Buyer with
                  respect to the Intellectual Property of SDL, or possible
                  infringement by the products of SDL on the Intellectual
                  Property of any third party. Upon termination of this
                  Agreement, the Buyer will return any and all information
                  provided by the Sellers or SDL pursuant to this Section.

         F.       EXCLUSIVITY. From the date of this Agreement through either
                  the Closing Date or the date of termination of this Agreement
                  as provided in Article IX below, none of the Sellers will (and
                  the Principal Sellers will not cause or permit SDL to) (i)
                  solicit, initiate, or encourage the submission of any proposal
                  or offer from any Person relating to the acquisition of any
                  capital stock or other voting securities, or any substantial
                  portion of the assets, of SDL (including any acquisition
                  structured as a merger, consolidation, or share exchange) or
                  (ii) participate in any discussions or negotiations regarding,
                  furnish any information with respect to, assist or participate
                  in, or facilitate in any other manner any effort or attempt by
                  any Person to do or seek any of the foregoing. None of the
                  Sellers will vote his or her SDL Shares in favor of any such
                  acquisition. The Sellers will notify the Buyer immediately if
                  any Person makes any proposal, offer, inquiry, or contact with
                  respect to any of the foregoing.

         G.       NOTICE OF DEVELOPMENTS; SUPPLEMENTS TO AND AMENDMENT OF THE
                  DISCLOSURE SCHEDULE. Before the Closing, and from time-to-time
                  at the request of the Buyer, the Sellers, SDL and the Buyer
                  will each supplement or amend its respective Disclosure
                  Schedule, with respect to any event or development (the
                  "Events") which, if existing or occurring at or before the
                  date of this Agreement, would have been required to be set
                  forth on that Disclosure Schedule, or


Page 31 of 62
<PAGE>


                  which is necessary to correct any information set forth on
                  that Disclosure Schedule or in any representation or warranty
                  of the Sellers, SDL or the Buyers which has been rendered
                  inaccurate by reason of that Event (the Party giving any such
                  notice is herein referred to as the "Notice Giving Party"). If
                  any such Event as supplemented or amended shall be of such
                  nature to cause a Material Adverse Effect on the Party to whom
                  it applies, or on the ability of the Party receiving notice of
                  that Event to close the Transactions (the "Notice Receiving
                  Party"), then the Notice Receiving Party shall have a right to
                  terminate this Agreement within the shorter of two (2) weeks
                  of receipt of that notice or a period ending on the Closing
                  Date. The Notice Giving Party shall provide additional detail
                  or information as reasonably requested by the Notice Receiving
                  Party, as to any Events disclosed to the Notice Receiving
                  Party as a supplement or amendment to the Notice Giving
                  Party's Disclosure Schedule. If the Notice Receiving Party
                  does not object to the disclosing of the Events within the
                  shorter of two (2) weeks of the disclosure of those Events to
                  the Notice Receiving Party or a period ending on the Closing
                  Date, then the Notice Receiving Party will be deemed to have
                  waived any rights (including without limitation any claim for
                  indemnification, any right to terminate the Agreement or any
                  rights not to Close the Transactions) arising as a result of
                  the failure of the Notice Giving Party to fulfill any
                  condition contained in Article VII of this Agreement or for
                  materially breaching a representation or warranty of the
                  Notice Giving Party.


VI.      POST-CLOSING COVENANTS. The Parties agree as follows with respect to
the period following the Closing.

         A.       GENERAL. In case at any time after the Closing any further
                  action is necessary or desirable to carry out the purposes of
                  this Agreement, each of the Parties will take such further
                  action (including the execution and delivery of such further
                  instruments and documents) as any other Party reasonably may
                  request, all at the sole cost and expense of the requesting
                  Party (unless the requesting Party is entitled to
                  indemnification therefor under Section VIII below). The
                  Sellers acknowledge and agree that from and after the Closing
                  the Buyer will be entitled to possession of all documents,
                  books, records, agreements, and financial data of any sort
                  relating to SDL.

         B.       EMPLOYEE BENEFITS. The Buyer will offer to the employees of
                  SDL (other than Raghbir S. Dhillon and Dhalbir S. Dhillon ),
                  effective as of the first calendar day of the month
                  immediately following Closing, employment in capacities and at
                  base rates of pay identical to


Page 32 of 62
<PAGE>


                  those in effect as of the Closing Date. The Buyer will provide
                  to those employees (the "SDL Employees") the same benefit
                  plans, policies and practices, whether or not subject to
                  ERISA, provided by the Buyer to similarly situated employees
                  of the Buyer, at the same cost borne by those employees of the
                  Buyer, except that the SDL Employees will not become eligible
                  for the Buyer's medical flexible spending account pursuant to
                  Code Section 125 until the first pay period in the month
                  following the month of Closing. The Buyer shall cause each
                  benefit plan, policy and practice in which SDL Employees are
                  eligible to participate to be amended to take into account all
                  service with SDL before the Closing Date for purposes of
                  eligibility, vesting and calculation of benefits other than
                  (i) accrual of benefits under any defined benefit pension plan
                  intended to be qualified under Code Section 401(a), or (ii)
                  the Buyer's Employee Stock Purchase Plan. During the 2000 plan
                  year, neither Buyer nor SDL shall terminate any SDL plan
                  providing for a medical flexible spending account pursuant to
                  Code Section 125 or amend the provisions of the plan dealing
                  with those accounts in a manner that materially adversely
                  affects any participant. No group health plan maintained by
                  the Buyer or any Affiliate of the Buyer shall impose on any
                  SDL Employee as of the Closing Date (or any spouse or
                  dependent of any such employee) any preexisting condition
                  limitation or restriction other than (x) such a limitation or
                  restriction which is generally applicable under the plan and
                  which applies in the case of an employee (or any spouse or
                  dependent of any such employee) who fails to enroll in the
                  plan when he or she first becomes eligible, or (y) to the
                  extent that that preexisting limitation or restriction is not
                  covered under SDL's group health plan as of the Closing Date.

         C.       COBRA BENEFITS. Buyer shall continue to provide COBRA
                  continuation coverage with respect to former employees and
                  their qualified beneficiaries of SDL in its group health plan,
                  in order that their rights under COBRA are not prejudiced by
                  this transaction.

         D.       LITIGATION SUPPORT. If and for as long as any Party actively
                  is contesting or defending against any action, suit,
                  proceeding, hearing, investigation, charge, complaint, claim,
                  or demand in connection with (i) any Transaction contemplated
                  under this Agreement or (ii) any fact, situation,
                  circumstance, status, condition, activity, practice, plan,
                  occurrence, event, incident, action, failure to act, or
                  transaction on or before the Closing Date involving SDL, each
                  of the other Parties will cooperate with him or it and his or
                  its counsel in the contest or defense, make available their
                  personnel, and provide such testimony and access to their
                  books and records as shall be necessary in connection with the


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<PAGE>


                  contest or defense, all at the sole cost and expense of the
                  contesting or defending Party, including, without limitation,
                  the reasonable costs and expenses related to airfare, lodging
                  and meals of the cooperating Party (unless the contesting or
                  defending Party is entitled to indemnification therefor under
                  Section VIII below); provided, however, that the obligations
                  of the Sellers pursuant to this Section for any matter will
                  terminate 10 years after the Closing Date.

         E.       TRANSITION. None of the Sellers will take, or, to the extent
                  it is within his or her reasonable control, permit any
                  employee or agent of SDL to take, any action that is designed
                  or intended to have the effect of discouraging any lessor,
                  licensor, customer, supplier, or other business associate of
                  SDL from maintaining the same business relationships with SDL
                  after the Closing as it maintained with SDL before the
                  Closing. Each of the Sellers will refer all customer inquiries
                  relating to the businesses of SDL to the Buyer from and after
                  the Closing.

         F.       CONFIDENTIALITY. Each of the Sellers shall treat and hold and,
                  to the extent it is within his or her reasonable control,
                  cause any employee or agent of SDL to treat and hold, as
                  confidential, and the Buyer shall treat and hold as
                  confidential before Closing, (and in the event this Agreement
                  shall be terminated and the Transactions shall not close,
                  after the scheduled Closing Date), all of the Confidential
                  Information, and shall refrain from using any of the
                  Confidential Information except in connection with this
                  Agreement, and deliver promptly to the Buyer or Sellers, as
                  the case may be, or destroy, at the request and option of the
                  Buyer or the Sellers, as the case may be, all tangible
                  embodiments (and all copies) of the Confidential Information
                  which are in his, their or its possession. If any of the
                  Sellers, employees or agents of SDL or the Buyer is requested
                  or required (by oral question or request for information or
                  documents in any legal proceeding, interrogatory, subpoena,
                  civil investigative demand, or similar process) to disclose
                  any Confidential Information, any Party having knowledge
                  thereof will notify the others promptly of the request or
                  requirement so that the Buyer, SDL or the Sellers, as the case
                  may be, may seek an appropriate protective order or waive
                  compliance with the provisions of this section. If, in the
                  absence of a protective order or the receipt of a waiver
                  hereunder, any of the Sellers or the Buyer is/are, on the
                  advice of counsel, compelled to disclose any Confidential
                  Information to any tribunal or else stand liable for contempt,
                  that Seller or the Buyer may disclose the Confidential
                  Information to the tribunal. However, the disclosing Seller or
                  the Buyer, as the case may be, shall use his, their or its
                  reasonable


Page 34 of 62
<PAGE>


                  best efforts to obtain, at the reasonable request of the Buyer
                  or the Sellers, as the case may be, an order or other
                  assurance that confidential treatment will be accorded to that
                  portion of the Confidential Information required to be
                  disclosed as the Buyer or the Sellers, as the case may be,
                  shall designate.

         G.       EMPLOYMENT AGREEMENT. At Closing, Raghbir S. Dhillon and
                  Dhalbir S. Dhillon each will enter into an Employment
                  Agreement, substantially in the form attached as Exhibit VI.G,
                  by which he will be employed by Buyer under the terms and
                  conditions set forth in that Employment Agreement.

         H.       COVENANTS NOT TO COMPETE. At Closing, each Principal Seller,
                  and Jeffrey C. Marden will enter into a Covenant Not to
                  Compete substantially in the form attached as Exhibit VI.H.

         I.       CONFIDENTIALITY AGREEMENTS. At Closing, each Principal Seller,
                  and Jeffrey C. Marden will enter into a Confidentiality
                  Agreement substantially in the form attached as Exhibit VI.I.

         J.       PAYMENT OF AUDIT EXPENSES. The Buyer shall reimburse Sellers
                  and SDL for any out-of-pocket amounts paid by Sellers or SDL
                  to KPMG before Closing in connection with the audit by KPMG of
                  SDL's balance sheets as of and for the years ended December
                  31, 1999 and 1998 and statements of income, shareholder equity
                  and cash flow as of December 31, 1999. The Buyer shall
                  promptly pay these amounts upon submission of invoices
                  received from KPMG.

         K.       S-LINK SHARES. If Buyer or SDL sells any of the S-Link Shares
                  to a Person other than Buyer or any of its Affiliates, the Net
                  Gain arising from such sale shall be distributed as follows:

                  1.  if, on or before the 91st calendar day after the Closing
                      Date, the Buyer or SDL completes a sale of any of the
                      S-Link Shares and receives consideration for such sale,
                      whether in the form of cash, equity, debt or otherwise,
                      75% of the Net Gain shall be paid to the Sellers'
                      Attorney-in-Fact and 25% of the Net Gain shall be retained
                      by the Buyer or SDL;

                  2.  if, on or after the 92nd calendar day after the Closing
                      Date but on or before the 183rd calendar day after the
                      Closing Date, the Buyer or SDL completes a sale of any of
                      the S-Link Shares and receives consideration for such
                      sale, whether in the form of cash, equity, debt or
                      otherwise, 60% of the Net Gain shall be paid to the
                      Sellers' Attorney-in-Fact and 40% of the Net Gain shall be
                      retained by the Buyer or SDL;


Page 35 of 62
<PAGE>


                  3.  if, on or after the 184th calendar day after the Closing
                      Date but on or before the 275th calendar day after the
                      Closing Date, the Buyer or SDL completes a sale of any of
                      the S-Link Shares and receives consideration for such
                      sale, whether in the form of cash, equity, debt or
                      otherwise, 40% of the Net Gain shall be paid to the
                      Sellers' Attorney-in-Fact and 60% of the Net Gain shall be
                      retained by the Buyer or SDL; and

                  4.  if the Buyer or SDL completes a sale of any of the S-Link
                      Shares and receives consideration for such sale, whether
                      in the form of cash, equity, debt or otherwise, on or
                      after the 276th calendar day after the Closing Date, 100%
                      of the Net Gain shall be retained by the Buyer or SDL.

                  As used in this Section VI.K, "S-Link Shares" shall mean the
                  common stock of S-Link, Corp., a Delaware corporation, owned
                  by SDL at the time of Closing; and "Net Gain" shall mean the
                  consideration received by the Buyer or SDL in exchange for the
                  sale of S-Link Shares, less an amount equal to: (i) $140,000
                  multiplied by a fraction, the numerator of which is the number
                  of S-Link Shares sold in the subject sale and the denominator
                  of which is the total number of all of S-Link Shares; (ii) all
                  Taxes paid and Tax Liability incurred by Buyer or SDL in
                  connection with or as a consequence of the subject sale; and
                  (iii) all other costs or expenses paid or incurred by Buyer or
                  SDL in connection with or as a consequence of the subject sale
                  and the division of the Net Gain arising in connection
                  therewith, including without limitation broker's or sales
                  commissions and legal fees.

                  Notwithstanding the foregoing, none of the Sellers or any
                  person subject to the direction or control of any of the
                  Sellers (whether or not Seller is exercising such direction or
                  control individually or as an Officer or Employee of SDL or
                  Buyer) shall take any action related to the sale or decision
                  not to sell any of the S-Link Shares, and any such action
                  shall be taken exclusively by the Board of Directors or
                  President and Chief Executive Officer of Buyer. Raghbir S.
                  Dhillon, if then a director of S-Link, shall recuse himself
                  from participation in any consideration by the management or
                  Board of Directors of S-Link related to any such sale. If any
                  Seller or any person subject to the direction of any Seller
                  breaches the provisions of this paragraph in connection with a
                  sale of any of the S-Link Shares, then 100% of the Net Gain
                  resulting from such sale shall by retained by the Buyer or
                  SDL.


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<PAGE>


                  Any sums paid to the Sellers' Attorney-in-Fact pursuant to
                  this Section VI.K, other than any required to be characterized
                  as interest, shall be deemed an adjustment to the Purchase
                  Price and shall be distributed by the Sellers'
                  Attorney-in-Fact to the Sellers in accordance with their
                  respective interests as set forth in Exhibit III.B.2.

         L.       TERMINATION OF PLANS. The Board of Directors of SDL having
                  adopted amendments terminating the SDL Section 401(k) Plan and
                  the Profit Sharing Plan (the "SDL Plans"), the fiduciaries of
                  the SDL Plans shall (i) as soon as practicable after the
                  Closing, file the Plants with the IRS for its determination
                  upon termination that the SDL Plans, as terminated, continue
                  to qualify for tax-qualified status, and (ii) continue to
                  satisfy all reporting and disclosure requirements with respect
                  to the SDL Plans until distributions have been made and all
                  required reports timely filed. No distributions shall be made
                  from the SDL Plans before receipt of favorable determination
                  letters from the IRS, except with respect to employees who
                  discontinue service with SDL prior to issuance of a favorable
                  determination letter from the IRS.

VII.     CONDITIONS TO OBLIGATION TO CLOSE.

         A.       CONDITIONS TO OBLIGATION OF THE BUYER. The obligation of the
                  Buyer to consummate the Transactions to be performed by it in
                  connection with the Closing is subject to satisfaction of the
                  following conditions:

                  1.  the representations and warranties set forth in Sections
                      IV.A and IV.C above shall be true and correct in all
                      material respects at and as of the Closing Date;

                  2.  the Sellers shall have performed and complied with all of
                      the covenants hereunder in all material respects through
                      the Closing

                  3.  the Sellers shall have procured all of the third party
                      consents specified in Section V.B above;

                  4.  the Sellers shall sell not less than 90% of all SDL Shares
                      to the Buyer pursuant to this Agreement;

                  5.  all outstanding, vested options for SDL common stock have
                      been exercised or tendered, together with payment, for
                      exercise before or concurrent with Closing;


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<PAGE>


                  6.  no action, suit, or proceeding shall be pending or
                      threatened before any court or quasi-judicial or
                      administrative agency of any federal, state, local, or
                      foreign jurisdiction or before any arbitrator wherein an
                      unfavorable injunction, judgment, order, decree, ruling,
                      or charge would (i) prevent consummation of any of the
                      Transactions, (ii) cause any of the Transactions to be
                      rescinded following consummation, (iii) affect adversely
                      the right of the Buyer to own SDL Shares and to control
                      SDL, or (iv) materially adversely affect the right of SDL
                      to own its assets and to operate its businesses (and no
                      such injunction, judgment, order, decree, ruling, or
                      charge shall be in effect);

                  7.  the Board of Directors of SDL will have adopted an
                      amendment terminating SDL'S Section 401(k) Plan and Profit
                      Sharing Plan (the "SDL Plans") on or before the Closing
                      Date, incorporating changes required by legislation
                      subsequent to the date on which the SDL Plans received a
                      favorable determination letter from the IRS, and
                      providing, inter alia, that no distributions shall be made
                      from the SDL Plans before receipt of a favorable IRS
                      determination letter referred to in Section VI.L; and the
                      Plans will be fully vested and funded;

                  8.  within the meaning of clause (4) of the fourth sentence of
                      the definition of "Take-over bid" appearing in
                      Massachusetts General Laws, Chapter 110C, Section 1: (i)
                      SDL, through its Board of Directors, shall have consented
                      to the acquisition and offer to acquire all of the SDL
                      Shares pursuant to this Agreement; (ii) the Board of
                      Directors of SDL shall have recommended acceptance of such
                      acquisition and offer to acquire to all of the
                      shareholders of SDL; and (iii) the terms of this
                      Agreement, including any inducements to officers or
                      directors which are not made available to all
                      shareholders, shall have been furnished to all
                      shareholders;

                  9.  SDL and the Principal Sellers shall have delivered to the
                      Buyer, respectively, an officer's certificate and
                      individual certificates to the effect that each of the
                      conditions specified above in Sections VII.A.1-8 is
                      satisfied in all material respects;

                  10. the Parties shall have received all authorizations,
                      consents, and approvals of governments and governmental
                      agencies referred to in Sections IV.A.2, IV.B.3, and
                      IV.C.5 above;

                  11. the Buyer shall have received from counsel to SDL and the
                      Sellers an opinion in form and substance mutually agreed
                      to by


Page 38 of 62
<PAGE>


                      the parties, addressed to the Buyer, and dated as of the
                      Closing Date;

                  12. the Buyer shall have received from a nationally recognized
                      investment banking firm, or its other advisors, Fairness
                      Opinion in form and substance satisfactory to the Buyer in
                      its sole discretion, to the effect that the Transactions
                      will be fair and reasonable to the Buyer, and that the
                      consideration to be granted and received by the Buyer in
                      the Transactions is fair and reasonable to the Buyer under
                      the circumstances of the Transactions;

                  13. SDL shall have terminated its $1,000,000 revolving line of
                      credit with Peoples Savings Bank and any financing
                      statement, Security Interest, or personal guaranty with
                      respect thereto shall have been terminated;

                  14. all actions to be taken by the Sellers in connection with
                      consummation of the Transactions and all certificates,
                      opinions, instruments, and other documents required to
                      effect the Transactions will be reasonably satisfactory in
                      form and substance to the Buyer; and

                  15. if needed, the Buyer has received written notice from the
                      lessors and sublessors of all real property leased or
                      subleased by SDL as provided in Section IV.C.12.e above,
                      in form and substance reasonably satisfactory to Buyer.

         B.       CONDITIONS TO OBLIGATION OF THE SELLERS. The obligation of the
                  Sellers to consummate the Transactions to be performed by them
                  in connection with the Closing is subject to satisfaction of
                  the following conditions:

                  1.  the representations and warranties set forth in Section
                      IV.B above shall be true and correct in all material
                      respects at and as of the Closing Date;

                  2.  the Buyer shall have performed and complied with all of
                      its covenants hereunder in all material respects through
                      the Closing;

                  3.  no action, suit, or proceeding shall be pending or
                      threatened before any court or quasi-judicial or
                      administrative agency of any federal, state, local, or
                      foreign jurisdiction or before any arbitrator wherein an
                      unfavorable injunction, judgment, order, decree, ruling,
                      or charge would (i) prevent consummation of any of the
                      Transactions, (ii) cause any of the Transactions to be


Page 39 of 62
<PAGE>


                      rescinded following consummation, (iii) affect adversely
                      the right of the Buyer to own SDL Shares and to control
                      SDL, or (iv) materially adversely affect the right of SDL
                      to own its assets and to operate its businesses (and no
                      such injunction, judgment, order, decree, ruling, or
                      charge shall be in effect);

                  4.  the Buyer shall have delivered to the Sellers'
                      Attorney-in-Fact a certificate to the effect that each of
                      the conditions specified above in Sections VII.B.1-3 is
                      satisfied in all respects;

                  5.  the Parties shall have received all other authorizations,
                      consents, and approvals of governments and governmental
                      agencies referred to in Sections IV.A.2, IV.B.3, and
                      IV.C.5 above;

                  6.  the Sellers shall have received from counsel to the Buyer
                      an opinion in form and substance mutually agreed to by the
                      parties, addressed to the Sellers' Attorney-in-Fact, and
                      dated as of the Closing Date; and

                  7.  all actions to be taken by the Buyer in connection with
                      consummation of the Transactions and all certificates,
                      opinions, instruments, and other documents required to
                      effect the Transactions will be reasonably satisfactory in
                      form and substance to the Sellers.

VIII.    REMEDIES FOR BREACHES OF THIS AGREEMENT.

         A.       SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All of the
                  representations and warranties of the Sellers, Buyer and the
                  Principal Sellers contained in Sections IV.A, IV.B and IV.C,
                  and as may be otherwise contained in this Agreement, shall
                  survive the Closing (even if the damaged party knew or had
                  reason to know of any misrepresentation or breach of warranty
                  at the time of Closing) and continue in full force and effect
                  for a period of 12 months after the Closing Date; except that
                  the representations and warranties set forth in Section
                  IV.C.11 (Tax Matters) shall continue in full force and effect
                  for the period of applicable statutes of limitation, and the
                  representations and warranties set forth in Section IV.A.5
                  (SDL Shares) and Section IV.C.2 (Capitalization) shall
                  continue in full force and effect perpetually after the
                  Closing. As used herein, the term "Survival Period" shall mean
                  the applicable period, described above, during which
                  representations and warranties continue in full force and
                  effect after the Closing.

         B.       INDEMNIFICATION PROVISIONS FOR BENEFIT OF THE BUYER.


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<PAGE>


                  1.  If any of the Sellers breaches any of the Sellers'
                      representations, warranties, and covenants contained in
                      this Agreement, and if the Buyer makes a written claim for
                      indemnification against the Principal Sellers as provided
                      in this Agreement within the relevant Survival Period,
                      then the Principal Sellers agree, jointly and severally,
                      to indemnify the Buyer from and against any Damages the
                      Buyer may suffer, whether those Damages occurred during or
                      after the Survival Period, resulting from, arising out of,
                      relating to, in the nature of, or caused by the breach.

                  2.  The Principal Sellers, jointly and severally, hereby
                      indemnify and hold harmless the Buyers and SDL from any
                      and all Liability for Taxes imposed or assessed on the
                      Buyer or on SDL after the Closing Date, resulting from the
                      operation of SDL before the Closing Date that have not
                      been paid or accrued as of the Closing Date, or from Taxes
                      imposed or assessed on SDL as a result of the
                      Transactions, without regard to the limits set forth in
                      the following paragraph and for the period of the
                      applicable statute of limitation.

                  3.  Notwithstanding anything in Section VIII.B.1 to the
                      contrary, and subject to the provisions of Section
                      VIII.B.2 and the following sentence, the Buyer will not be
                      entitled to any indemnification under Section VIII.B.1 if
                      the aggregate amount of all claims thereunder is less than
                      $100,000; provided, however, that if the aggregate amount
                      of all claims equals or exceeds $100,000, then the Buyer
                      will be entitled to full indemnification of all claims
                      under Section VIII.B.1 to the extent they are, in the
                      aggregate, $100,000 or more. Notwithstanding the
                      foregoing, if any claim arises with respect to the
                      representations and warranties set forth in Section IV.C.2
                      (Capitalization), the Buyer will be entitled to full
                      indemnification under Section VIII.B.1 with respect to
                      that claim, regardless of the amount of that or any other
                      claim, singly or in the aggregate. The Parties do not
                      intend that this exception amount shall be deemed to be a
                      definition or limitation of what is "material" for any
                      purpose under this Agreement.

         C.       INDEMNIFICATION PROVISIONS FOR BENEFIT OF THE SELLERS.

                  1.  If the Buyer breaches any of the Buyer's representations,
                      warranties, and covenants contained in this Agreement, and
                      if the Sellers make a written claim for indemnification
                      against the Buyer as provided in this Agreement within the
                      Survival Period,


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<PAGE>


                      then the Buyer agrees to indemnify the Sellers from and
                      against any Damages the Sellers may suffer, whether those
                      Damages occurred during or after the Survival Period,
                      resulting from, arising out of, relating to, in the
                      nature of, or caused by the breach.

                  2.  Notwithstanding anything in Section VIII.C.1 to the
                      contrary, the Sellers will not be entitled to any
                      indemnification under Section VIII.C.1 if the aggregate
                      amount of all claims thereunder is less than one hundred
                      thousand dollars ($100,000); provided, however, that if
                      the aggregate amount of all claims equals or exceeds
                      $100,000, then the Sellers will be entitled to full
                      indemnification of all claims under Section VIII.C.1 to
                      the extent they are, in the aggregate, $100,000 or more.
                      The Parties do not intend that the exception amount shall
                      be deemed to be a definition or limitation of what is
                      "material" for any purpose under this Agreement.

         D.       MATTERS INVOLVING THIRD PARTIES.

                  1.  If any third party shall notify any Party (the
                      "Indemnified Party") with respect to any matter (a "Third
                      Party Claim") which may give rise to a claim for
                      indemnification against any other Party (the "Indemnifying
                      Party") under this Section, then the Indemnified Party
                      shall promptly notify each Indemnifying Party thereof in
                      writing; provided, however, that no delay on the part of
                      the Indemnified Party in notifying any Indemnifying Party
                      shall relieve the Indemnifying Party from any obligation
                      hereunder unless (and then solely to the extent) the
                      Indemnifying Party thereby is prejudiced.

                  2.  Any Indemnifying Party will have the right to defend the
                      Indemnified Party against the Third Party Claim with
                      counsel of its choice reasonably satisfactory to the
                      Indemnified Party as long as (i) the Indemnifying Party
                      notifies the Indemnified Party in writing within 30 days
                      after the Indemnified Party has given notice of the Third
                      Party Claim that the Indemnifying Party will indemnify the
                      Indemnified Party from and against the entirety of any
                      Damages the Indemnified Party may suffer resulting from,
                      arising out of, relating to, in the nature of, or caused
                      by the Third Party Claim, (ii) the Indemnifying Party
                      provides the Indemnified Party with evidence reasonably
                      acceptable to the Indemnified Party that the Indemnifying
                      Party will have the financial resources to defend against
                      the Third Party Claim and fulfill its indemnification
                      obligations hereunder, (iii) the Third Party Claim
                      involves only money damages and does not seek an
                      injunction


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<PAGE>


                      or other equitable relief, (iv) settlement of, or an
                      adverse judgment with respect to, the Third Party Claim
                      is not, in the good faith judgment of the Indemnified
                      Party, likely to establish a precedential custom or
                      practice materially adverse to the continuing business
                      interests of the Indemnified Party, and (v) the
                      Indemnifying Party conducts the defense of the Third
                      Party Claim actively and diligently.

                  3.  As long as the Indemnifying Party is conducting the
                      defense of the Third Party Claim in accordance with
                      Section VIII.D.2 above, (i) the Indemnified Party may
                      retain separate co-counsel at its sole cost and expense
                      and participate in the defense of the Third Party Claim,
                      (ii) the Indemnified Party will not consent to the entry
                      of any judgment or enter into any settlement with respect
                      to the Third Party Claim without the prior written consent
                      of the Indemnifying Party (not to be withheld
                      unreasonably), and (iii) the Indemnifying Party will not
                      consent to the entry of any judgment or enter into any
                      settlement with respect to the Third Party Claim without
                      the prior written consent of the Indemnified Party (not to
                      be withheld unreasonably).

                  4.  If any of the conditions in Section VIII.D.2 above is or
                      becomes unsatisfied, however, (i) the Indemnified Party
                      may defend against, and consent to the entry of any
                      judgment or enter into any settlement with respect to the
                      Third Party Claim, with the prior written consent of the
                      Indemnifying Party, which consent shall not be
                      unreasonably withheld, in any manner it reasonably may
                      deem appropriate, (ii) the Indemnifying Party will
                      reimburse the Indemnified Party promptly and periodically
                      for the costs of defending against the Third Party Claim
                      (including reasonable attorneys' fees and expenses), and
                      (iii) provided that consent of the Indemnifying Party is
                      received, the Indemnifying Party will remain responsible
                      for any Damages the Indemnified Party may suffer resulting
                      from, arising out of, relating to, in the nature of, or
                      caused by the Third Party Claim to the fullest extent
                      provided in this Section VIII.

         E.       TREATMENT OF INDEMNIFICATION PAYMENTS. All indemnification
                  payments under this Section VIII shall be deemed adjustments
                  to the Purchase Price.

         F.       OTHER INDEMNIFICATION PROVISION. The foregoing indemnification
                  provisions are in addition to, and not in derogation of, any
                  statutory, equitable, or common law remedy any Party may have
                  for breach of representation, warranty or covenant. Each of
                  the Principal Sellers hereby agrees that he will not make,
                  with respect to himself


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<PAGE>


                  or on behalf of an Other Seller, any claim for
                  indemnification against SDL by reason of the fact that he
                  or the Other Seller was a director, officer, employee, or
                  agent of that entity or was serving at the request of
                  that entity as a partner, trustee, director, officer,
                  employee, or agent of another entity (whether that claim
                  is for judgments, damages, penalties, fines, costs,
                  amounts paid in settlement, losses, expenses, or
                  otherwise and whether that claim is pursuant to any
                  statute, charter document, bylaw, agreement, or
                  otherwise) with respect to any action, suit, proceeding,
                  complaint, claim, or demand brought by the Buyer against
                  that Seller for indemnification under this Agreement
                  based on a breach of a representation or warranty
                  contained in this Agreement.

IX.      TERMINATION.

         A.       TERMINATION OF AGREEMENT. Certain Parties may terminate this
                  Agreement as provided below:

                  1.  the Buyer and the Sellers' Attorney-in-Fact may terminate
                      this Agreement by mutual written consent at any time
                      before the Closing;

                  2.  the Buyer or the Sellers' Attorney-in-Fact may terminate
                      this Agreement if clearance of the Transaction is not
                      received pursuant to the Hart-Scott-Rodino Act.

                  3.  the Buyer may terminate this Agreement by giving written
                      notice to the Sellers' Attorney-in-Fact at any time before
                      the Closing if (i) any of the Sellers, or SDL has breached
                      any material representation, warranty, or covenant
                      contained in this Agreement in any material respect, the
                      Buyer has notified the Sellers' Attorney-in-Fact of the
                      Breach, and the breach has continued without cure for a
                      period of the shorter of 30 days after the notice of
                      breach or the period ending on the Closing Date, (ii) the
                      Closing shall not have occurred on or before April 15,
                      2000, unless extended pursuant to Section IX.C below, by
                      reason of the failure of any condition precedent under
                      Section VII.A hereof (unless the failure results primarily
                      from the Buyer itself breaching any representation,
                      warranty, or covenant contained in this Agreement), or
                      (iii) any of the supplements or amendments to the
                      Disclosure Schedule submitted by the Sellers or SDL before
                      the Closing are not accepted by the Buyer, as provided in
                      Section V.G above.

                  4.  the Sellers' Attorney-in-Fact may terminate this Agreement
                      by giving written notice to the Buyer at any time before
                      the Closing


Page 44 of 62
<PAGE>


                      if (i) the Buyer has breached any material
                      representation, warranty, or covenant contained in this
                      Agreement in any material respect, the Sellers'
                      Attorney-in-Fact has notified the Buyer of the breach,
                      and the breach has continued without cure for a period
                      the shorter of 30 days after the notice of breach or the
                      period ending on the Closing Date, (ii) the Closing shall
                      not have occurred on or before April 15, 2000, unless
                      extended pursuant to Section IX.C below, or (iii) any of
                      the supplements or amendments to the Disclosure Schedule
                      submitted by the Buyer before the Closing are not
                      accepted by the Sellers' Attorney-in-Fact, as provided in
                      Section V.G above.

         B.       EFFECT OF TERMINATION.

                  1.  If this Agreement is terminated pursuant to Section IX.A
                      above, written notice will be given by the Buyer or the
                      Sellers' Attorney-in-Fact to the other and the provisions
                      of this Agreement (except to the extent provided in
                      Section VI.E and IX.B.2) will terminate and the
                      Transactions will be abandoned, without further action by
                      any Party.

                  2.  If this Agreement is terminated for any reason, each Party
                      will, upon request of the others, redeliver all documents,
                      work papers and other material of any other Party
                      (including all copies thereof) relating to the
                      Transactions, whether obtained before or after the
                      execution of this Agreement, to the Party who furnished
                      them. The confidentiality obligations of Section VI.E will
                      continue to be applicable to and enforceable against the
                      Parties.

         C.   EXTENSIONS. This Agreement, and the various deadlines for
              performance of obligations and for consummation of the
              Transactions as provided in this Agreement, may be extended with
              the mutual consent of the Sellers' Attorney-in-Fact, in which
              event the obligations of the Parties shall be modified
              accordingly, and all deadlines for performance shall be modified
              in accordance with any such extension.

X.       MISCELLANEOUS.

         A.       PRESS RELEASES AND PUBLIC ANNOUNCEMENTS. Sellers, as such or
                  on behalf of SDL, shall not issue any press release or make
                  any public announcement relating to the subject matter of this
                  Agreement before the Closing without first notifying the Buyer
                  of Sellers' intent to issue such a press release or make such
                  a public announcement, and receiving prior approval of the
                  Buyer, which approval shall not be unreasonably withheld.
                  However, Sellers


Page 45 of 62
<PAGE>


                  may make any public disclosure on behalf of SDL that is
                  required by applicable law, as long as Sellers, promptly
                  upon learning of that requirement, notify the Buyer of
                  the requirement and discuss with the Buyer, in good
                  faith, the exact proposed wording of any such
                  announcement. Buyer will make every effort to provide to
                  SDL a copy of any press release or public announcement
                  relating to this Agreement before the Closing before the
                  press release or public announcement is released.

         B.       NO THIRD-PARTY BENEFICIARIES. This Agreement shall not confer
                  any rights or remedies upon any Person other than the Parties
                  and their respective successors and permitted assigns.

         C.       ENTIRE AGREEMENT. This Agreement (including the documents
                  referred to in this Agreement) constitutes the entire
                  agreement among the Parties and supersedes any prior
                  understandings, agreements, or representations by or among the
                  Parties, written or oral, to the extent they related in any
                  way to the subject matter of this Agreement.

         D.       SUCCESSION AND ASSIGNMENT. This Agreement shall be binding
                  upon and inure to the benefit of the Parties named in this
                  Agreement and their respective successors and permitted
                  assigns. No Party may assign either this Agreement or any of
                  his or its rights, interests, or obligations under this
                  Agreement without the prior written approval of the Buyer and
                  the Principal Sellers. However, the Buyer may (i) assign any
                  or all of its rights and interests under this Agreement to one
                  or more of its Affiliates and (ii) designate one or more of
                  its Affiliates to perform its obligations under this Agreement
                  (in any or all of which cases the Buyer nonetheless shall
                  remain responsible for the performance of all of its
                  obligations hereunder).

         E.       COUNTERPARTS. This Agreement may be executed in one or more
                  counterparts, each of which shall be deemed an original but
                  all of which together will constitute one and the same
                  instrument.

         F.       HEADINGS. The Section headings contained in this Agreement are
                  inserted for convenience only and shall not affect in any way
                  the meaning or interpretation of this Agreement.

         G.       NOTICES. All notices, requests, demands, claims, and other
                  communications under this Agreement will be in writing. Any
                  notice, request, demand, claim, or other communication under
                  this Agreement shall be deemed duly given if (and then two
                  business days after) it is sent by registered or certified
                  mail, return receipt


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<PAGE>


                  requested, postage prepaid, and addressed to the intended
                  recipient as set forth below:




   If to the Sellers
   or SDL before Closing:                        Copy to:

   SDL Communications, Inc.                      Brown Rudnick Freed & Gesmer
   4C Eastman Street                             One Financial Center
   Easton, MA 02375                              Boston, MA 02111
                                                 Attn: David Murphree, Esq.



   If to the Buyer
   or SDL after Closing:                         Copy to:

   SBS Technologies, Inc.                        Alison K. Schuler, Esq.
   Attn: Christopher J. Amenson, President       Schuler, Messersmith, Daly &
   2400 Louisiana Blvd., NE                      Lansdowne
   AFC Building 5, Suite 600                     4300 San Mateo Blvd. NE
   Albuquerque, New Mexico  87110                Suite B-380
                                                 Albuquerque, NM  87110



                  Any Party may send any notice, request, demand, claim, or
                  other communication under this Agreement to the intended
                  recipient at the address set forth above using any other means
                  (including personal delivery, expedited courier, messenger
                  service, facsimile, telecopy, telex, ordinary mail, or
                  electronic mail), but no such notice, request, demand, claim,
                  or other communication shall be deemed to have been duly given
                  unless and until it actually is received by the intended
                  recipient. Any Party may change the address to which notices,
                  requests, demands, claims, and other communications under this
                  Agreement are to be delivered by giving the other Parties
                  notice in the manner in set forth in this Section.

         H.       GOVERNING LAW. This Agreement shall be governed by and
                  construed in accordance with the laws of the State of New
                  Mexico without giving effect to any choice or conflict of law
                  provision or rule (whether of the State of New Mexico or any
                  other jurisdiction) that would cause the application of the
                  laws of any jurisdiction other than the State of New Mexico.

         I.       AMENDMENTS AND WAIVERS. No amendment of any provision of this
                  Agreement shall be valid unless it is in writing and signed by
                  the Buyer and the Sellers' Attorney-in-Fact. No waiver by any
                  Party


Page 47 of 62
<PAGE>


                  of any default, misrepresentation, or breach of warranty
                  or covenant under this Agreement, whether intentional or
                  not, shall be deemed to extend to any prior or subsequent
                  default, misrepresentation, or breach of warranty or
                  covenant under this Agreement or affect in any way any
                  rights arising by virtue of any prior or subsequent such
                  occurrence.

         J.       SEVERABILITY. Any term or provision of this Agreement that is
                  invalid or unenforceable in any situation in any jurisdiction
                  shall not affect the validity or enforceability of the
                  remaining terms and provisions hereof or the validity or
                  enforceability of the offending term or provision in any other
                  situation or in any other jurisdiction.

         K.       EXPENSES. Each of the Parties and SDL will bear his, her or
                  its own costs and expenses (including legal fees and expenses)
                  incurred in connection with this Agreement and the
                  Transactions. The Sellers agree that SDL will fully discharge
                  and not have any undischarged Liabilities as of the Closing
                  Date for any costs and expenses in connection with this
                  Agreement and the Transactions (including for any legal fees
                  and expenses in connection with this Agreement or any of the
                  Transactions).

         L.       INCORPORATION OF EXHIBITS. The Exhibits identified in this
                  Agreement are incorporated in the Agreement by reference and
                  made a part hereof.

         M.       SPECIFIC PERFORMANCE. Each of the Parties acknowledges and
                  agrees that the other Parties would be damaged irreparably if
                  any of the provisions of this Agreement are not performed in
                  accordance with their specific terms or otherwise are
                  breached. Accordingly, each of the Parties agrees that the
                  other Parties shall be entitled to an injunction or
                  injunctions to prevent breaches of the provisions of this
                  Agreement and to enforce specifically this Agreement and the
                  term and conditions of this Agreement in any action instituted
                  in any court of the United States or any state thereof having
                  jurisdiction over the Parties and the matter (subject to the
                  provisions set forth in Section X.N below), in addition to any
                  other remedy to which they may be entitled, at law or in
                  equity.

         N.       DISPUTES.

                  1.  Except for matters which are subject to mediation and
                      arbitration as provided below, each of the Parties submits
                      to the jurisdiction of any state or federal court sitting
                      in Albuquerque, New Mexico, in any action or proceeding
                      arising out of or relating to this Agreement and agrees
                      that all claims in respect


Page 48 of 62
<PAGE>


                      of the action or proceeding may be heard and determined
                      in any such court. Each Party also agrees not to bring
                      any action or proceeding arising out of or relating to
                      this Agreement in any other court. Each of the Parties
                      waives any defense of inconvenient forum to the
                      maintenance of any action or proceeding so brought and
                      waives any bond, surety, or other security that might be
                      required of any other Party with respect thereto. Any
                      Party may make service on any other Party by sending or
                      delivering a copy of the process to the Party to be
                      served at the address and in the manner provided for the
                      giving of notices in Section X.G above. Nothing in this
                      Section X.N, however, shall affect the right of any Party
                      to serve legal process in any other manner permitted by
                      law or at equity. Each Party agrees that a final judgment
                      in any action or proceeding so brought shall be
                      conclusive and may be enforced by suit on the judgment or
                      in any other manner provided by law or at equity.

                  2.  The Parties agree that any claim or dispute arising out of
                      or relating to this Agreement or the formation, breach,
                      termination or validity thereof, which involves in the
                      aggregate an amount not exceeding $100,000, and except for
                      injunctive relief as contemplated by Section X.M above
                      ("Dispute"), will be resolved in the manner provided
                      below. If the Dispute cannot be settled by direct
                      discussions, the Parties will first try to settle the
                      Dispute in an amicable manner by mediation under the
                      Commercial Mediation Rules of the American Arbitration
                      Association, before resorting to arbitration. Any Dispute
                      which has not been resolved within 60 days of the
                      initiation of the mediation procedure (the "Mediation
                      Deadline") will be settled by binding arbitration by a
                      panel of three (3) arbitrators, selected in the manner
                      provided below, in accordance with the Commercial
                      Arbitration Rules of the American Arbitration Association
                      (the "Rules"). If a Party seeks mediation or arbitration
                      of a Dispute, the proceeding will be held in Albuquerque,
                      New Mexico. Judgment upon any arbitration award may be
                      entered in any court having jurisdiction thereof, and the
                      Parties consent to the jurisdiction of the courts in the
                      state in which the arbitration occurred for this purpose.
                      The Parties agree that service of process and of any
                      notices required in connection with any arbitration
                      hereunder or any related court proceedings may be given in
                      the manner provided for the giving of notices under this
                      Agreement as set forth in Section X.G. Within 20 days of
                      the Mediation Deadline, the Sellers will collectively
                      nominate one arbitrator and the Buyer will nominate one
                      arbitrator. Within thirty (30) days of the


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<PAGE>


                      nomination and appointment of the two arbitrators, the
                      two arbitrators shall select a third arbitrator, and if
                      they fail to do so, a neutral arbitrator shall be chosen
                      in accordance with the Rules.

                   REMAINDER OF PAGE INTENTIONALLY LEFT BLANK

                        SIGNATURES ON THE FOLLOWING PAGE









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<PAGE>

   The Parties have executed this Agreement as of the date set forth above.

                                       SBS TECHNOLOGIES, INC.


                                       By: /s/ C. J. Amenson
                                           ------------------------------------
                                           Christopher J. Amenson
                                           Title:  President and
                                           Chief Executive Officer


                                       SELLERS:

                                       /s/ Raghbir S. Dhillon
                                       ----------------------------------------
                                       Raghbir S. Dhillon

                                       /s/ Dhalbir S. Dhillon
                                       ----------------------------------------
                                       Dhalbir S. Dhillon

                                       /s/ Ming Chee Lau
                                       ----------------------------------------
                                       Ming Chee Lau

                                       /s/ Augustus Nunes
                                       ----------------------------------------
                                       Augustus Nunes

                                       /s/ Raghbir S. Dhillon
                                       ----------------------------------------
                                       Raghbir S. Dhillon, as  Attorney-in-Fact
                                       for each of the persons whose names
                                       appear on Exhibit II.GG hereto

                                       SDL COMMUNICATIONS, INC.


                                       By: /s/ Raghbir S. Dhillon
                                           ------------------------------------
                                           Raghbir S. Dhillon
                                           Title:  President and Chief
                                           Executive Officer


Page 51 of 62
<PAGE>

                                    EXHIBIT I
                                     SELLERS


Page 52 of 62
<PAGE>



                                   EXHIBIT I

                                   SDL Shares
                                   ----------

<TABLE>
<CAPTION>

                      Name of Seller                                       Number of SDL Shares Owned*
                      --------------                                       ---------------------------
              <S>                                                          <C>
                    Raghbir S. Dhillon                                                1,217,000
                    Dhalbir S. Dhillon                                                  817,000
                       Ming Chee Lau                                                    742,000
                      Augustus Nunes                                                    447,000
                      Charanjit Singh                                                   100,000
              Brij Bhushan and Champa Bhushan                                            40,000
                      Urminder Aulakh                                                    40,000
                  Sukhjinder Singh Bajwa                                                 30,000
                     Jeffrey C. Marden                                                   30,000
                     Rubinder Dhillon                                                    25,000
                      Todd W. Corkum                                                     24,500
                      David J. Burke                                                     21,500
                      William R. Koss                                                    20,000
                     Mathew J. Sheahan                                                   12,500
                        Jill Kopka                                                       12,500
                 Peter J. and Nellie Quinn                                               12,000
                      Richard Machado                                                    11,500
                       Satnam Dhami                                                      10,000
                   Gabriel E. Tempestoso                                                  7,000
                   Vincent P. Wasnewsky                                                   5,500
                       Yee-Ling Chin                                                      5,500
                   Kenneth E. Jones, Jr.                                                  5,000
                        Darcy Morse                                                       5,000
                    Paul E. Letourneau                                                    4,000
                       Brian T. Joss                                                      4,000
                     William DiSalvio                                                     4,000
                     William E. Galvin                                                    2,500
                     Roger A. Provost                                                     2,400
                     Steve F. McIntire                                                    2,000
                       James Ribero                                                       2,000
                     Susan P. Johnson                                                     1,575
                        Sally West                                                        1,575
                      Gianluca Marchi                                                     1,000
                 Jacqueline Christoferson                                                 1,000

                           Total                                                      3,666,550

</TABLE>

*As of 4/10/00
<PAGE>

                                  EXHIBIT II.E
                            FORMULA FOR BUYER OPTIONS

Page 53 of 62

<PAGE>

                                  EXHIBIT II.E
                            FORMULA FOR BUYER OPTIONS

         All valid outstanding and unvested options of SDL Communications,
Inc., ("SDL") common stock will be converted into options of SBS
Technologies, Inc. ("SBS") common stock based on the following conversion
formula:

                  "Market value per share of SDL common stock and vested
options on the day of Closing divided by the average closing price of SBS
common stock as reported on NASDAQ (SBSE) for the five business days prior to
the Closing Date of this Stock Purchase Agreement."

         The market value of SDL common stock and vested options will be
determined by dividing the Purchase Price, as defined in certain sections of
the Stock Purchase Agreement, by the total outstanding shares of SDL common
stock and vested options on the day of Closing. The following is an example
of the determination of the market value of SDL common stock and vested
options:

           "Market value per share of SDL common stock and vested options =
$25,000,000/3,661,550 (current total outstanding shares of SDL common stock
and vested options) = $6.8277/share."

         The following is an example of the unvested option conversion ratio:

           "$6.8277/$48.00 (average closing price of SBS common stock) = .14
options to purchase SBS common stock."

         Using this example, each valid and outstanding unvested option of
SDL common stock would be exchanged for .14 options of SBS common stock with
equivalent vesting and other terms, as permitted under the SBS Plan. The SBS
options will expire ten (10) years from the date of grant. SBS does not issue
fractional shares, so SBS will round all fractional options up or down to the
nearest whole number.

<PAGE>

                                  EXHIBIT II.GG
                                  OTHER SELLERS

Page 54 of 62

<PAGE>

                                  EXHIBIT II.GG
                                   SDL SHARES
                                   ----------

<TABLE>
<CAPTION>
Name of Other Seller                                Number of SDL Shares owned*
--------------------                                ---------------------------
<S>                                                         <C>
Charanjit Singh                                               100,000
Brij Bhushan and Champa Bhushan                                40,000
Urminder Aulakh                                                40,000
Sukhjinder Singh Bajwa                                         30,000
Jeffrey C. Marden                                              30,000
Rubinder Dhillon                                               25,000
Todd W. Corkum                                                 24,500
David J. Burke                                                 21,500
William R. Koss                                                20,000
Mathew J. Sheahan                                              12,500
Jill Kopka                                                     12,500
Peter J. and Nellie Quinn                                      12,000
Richard Machado                                                11,500
Satnam Dhami                                                   10,000
Gabriel E. Tempestoso                                           7,000
Vincent P. Wasnewsky                                            5,500
Yee-Ling Chin                                                   5,500
Kenneth E. Jones, Jr.                                           5,000
Darcy Morse                                                     5,000
Paul E. Letourneau                                              4,000
Brian T. Joss                                                   4,000
William DiSalvio                                                4,000
William E. Galvin                                               2,500
Roger A. Provost                                                2,400
Steve F. McIntire                                               2,000
James Ribero                                                    2,000
Susan P. Johnson                                                1,575
Sally West                                                      1,575
Gianluca Marchi                                                 1,000
Jacqueline Christoferson                                        1,000

    Total                                                     443,550

*As of 4/10/00
</TABLE>

<PAGE>

                                  EXHIBIT II.MM
                                   SDL OPTIONS

Page 55 of 62

<PAGE>

                                  EXHIBIT II.MM
                                   SDL OPTIONS

                             SDL COMMUNICATIONS, INC.
                            UNVESTED OPTIONS AT 4/11/00
<TABLE>
<CAPTION>
                                EXERCISE                          EXERCISE
HOLDER                            DATE            NUMBER           PRICE
------                         ----------         ------          --------
<S>                               <C>              <C>             <C>
WILLIAM GALVIN                   5/1/2000          1,250             0.10
                                 5/1/2001          1,250             0.15

ROGER PROVOST                  12/31/2000          1,000             0.75
                                3/31/2001            600             0.75
                               12/31/2001          1,000             1.00

RICHARD MACHADO                12/31/2000          1,000             0.15
                               12/31/2000          2,000             0.15
                               12/31/2001          1,000             0.25

MATTHEW SHEAHAN                  5/1/2000         10,000             0.10
                                 5/1/2001          7,500             0.20

TODD CORKUM                     6/30/2000          5,500             0.20
                                9/30/2000          5,500             0.25
                               12/31/2000          7,000             0.30
                                3/31/2001          7,500             0.35

SUSAN JOHNSON                   3/31/2001            425             0.15

SALLY WEST                      3/31/2001            425             0.15

KEN JONES                        5/1/2000          2,500             0.10
                                 5/1/2001          2,500             0.15

GABE TEMPESTOSO                12/31/2000          3,000             0.15

YEE-LING CHIN                   6/30/2000          2,000             0.30
                                9/30/2000          2,000             0.40
                                8/15/2000          2,000             0.35
                               12/31/2000          2,500             0.45
                                3/31/2001          2,500             0.50
                                8/15/2001          1,000             0.45

JACKIE CHRISTOFERSON            6/30/2000          1,000             0.10
                                6/30/2001          1,000             0.15

BRIAN JOSS                     12/13/2000          3,000             0.50
                               12/31/2001          3,000             0.75

PAUL LETOURNEAU                12/31/2001          3,000             0.50
                               12/31/2001          3,000             0.75

STEVEN MCINTIRE                12/31/2000          1,000             0.01

JEFF MARDEN                     6/30/2000          5,000             0.15
                               12/31/2000         20,000             0.15
</TABLE>


<PAGE>

<TABLE>
<CAPTION>
                                EXERCISE                          EXERCISE
HOLDER                            DATE            NUMBER           PRICE
------                         ----------         ------          --------
<S>                               <C>              <C>             <C>
                                6/30/2001          5,000             0.45
                               12/31/2001         10,000             0.65
                                6/30/2002         10,000             0.85

DARCY MORSE                      4/1/2001          5,000             0.65
                                 4/1/2002          5,000             0.85

DAVID BURKE                     6/30/2000          6,500             0.20
                                9/30/2000          4,000             0.25
                               12/31/2000          4,000             0.30
                                3/31/2001          4,000             0.35

WILLIAM DISALVIO                6/60/2000          2,000             0.30
                                8/15/2000          2,000             0.35
                                3/31/2001          3,500             0.45
                                8/15/2001          1,000             0.45

JAMES RIBERO                    11/3/2000          2,000             0.35
                                11/3/2001          1,000             0.45

GIANLUCA MARCHI                12/31/2000          2,000             0.35
                               12/31/2001          2,000             0.45

JILLKOPKA                       6/30/2000          2,500             0.35
                                 2/5/2001          5,000             0.40

                                                 189,450
</TABLE>


<PAGE>

                                 EXHIBIT III.B.2
                          SELLERS' RESPECTIVE INTERESTS

Page 56 of 62

<PAGE>
                                 EXHIBIT III.B.2
                          SELLERS' RESPECTIVE INTERESTS

                            SDL COMMUNICATIONS, INC.
          ALLOCATION OF PURCHASE PRICE TO SHAREHOLDERS AS OF 4/12/2000
<TABLE>
<CAPTION>
      NAME                               AMOUNT              BY %          ALLOCATION
      ----                              ---------           ------         ----------
      <S>                               <C>                 <C>             <C>
      RAGHBIR S. DHILLON                1,217,000           33.19%          8,297,991
      DHALBIR S. DHILLON                  817,000           22.28%          5,570,632
      MING CHEE LAU                       742,000           20.24%          5,059,252
      AUGUSTUS NUNES                      447,000           12.19%          3,047,824
**    CHARANJIT SINGH                     100,000            2.73%            681,840
**    BRIJ & CHAMPA BHUSHAN                40,000            1.09%            272,736
**    URMINDER AULAKH                      40,000            1.09%            272,736
**    SUKHJINDER BAJWA                     30,000            0.82%            204,552
      JEFFREY MARDEN                       30,000            0.82%            204,552
      RUBINDER DHILLON                     25,000            0.68%            170,460
      TODD CORKUM                          24,500            0.67%            167,051
      DAVID BURKE                          21,500            0.59%            146,596
**    WILLIAM R. KOSS                      20,000            0.55%            136,368
      MATHEW SHEAHAN                       12,500            0.34%             85,230
      JILL KOPKA                           12,500            0.34%             85,230
**    PETER J. & NELLIE QUINN              12,000            0.33%             81,821
      RICHARD MACHADO                      11,500            0.31%             78,412
**    SATNAM DHAMI                         10,000            0.27%             68,184
      GABRIEL TEMPESTOSO                    7,000            0.19%             47,729
      VICENT WASNEWSKY                      5,500            0.15%             37,501
      YEE-LING CHIN                         5,500            0.15%             37,501
      KENNETH JONES                         5,000            0.14%             34,092
      DARCY MORSE                           5,000            0.14%             34,092
      PAUL LETOURNEAU                       4,000            0.11%             27,274
      BRIAN JOSS                            4,000            0.11%             27,274
      WILLIAM DISALVIO                      4,000            0.11%             27,274
      WILLIAM GALVIN                        2,500            0.07%             17,046
      ROGER PROVOST                         2,400            0.07%             16,364
      STEVE MCINTIRE                        2,000            0.05%             13,637
      JAMES RIBERO                          2,000            0.05%             13,637
      SUSAN JOHNSON                         1,575            0.04%             10,739
      SALLY WEST                            1,575            0.04%             10,739
      GIANLUCA MARCHI                       1,000            0.03%              6,818
      JACKIE CHRISTOFERSON                  1,000            0.03%              6,818
                                                           100.00%         25,000,000

      TOTAL SHARES OUTS. AND VESTED OPTS. BY 4/12/2000        3,666,550

      PURCHASE PRICE                                         25,000,000

      PER SHARE                                                    6.82

      Percentages are based on 4/12/2000 as an anticipated closing date.

**    NON-EMPLOYEE SHAREHOLDERS

</TABLE>
<PAGE>

                                  EXHIBIT IV.A
                          SELLERS' DISCLOSURE SCHEDULE


Page 57 of 62
<PAGE>


                                  EXHIBIT IV A

                          SELLER'S DISCLOSURE SCHEDULE

                                 SCHEDULE IV A 3


                                NONCONTRAVENTION

                                      None


<PAGE>

                                 SCHEDULE IV A 5

                                   SDL Shares
                                   ----------

<TABLE>
<CAPTION>

                      Name of Seller                                       Number of SDL Shares Owned*
                      --------------                                       ---------------------------
              <S>                                                          <C>
                    Raghbir S. Dhillon                                                1,217,000
                    Dhalbir S. Dhillon                                                  817,000
                       Ming Chee Lau                                                    742,000
                      Augustus Nunes                                                    447,000
                      Charanjit Singh                                                   100,000
              Brij Bhushan and Champa Bhushan                                            40,000
                      Urminder Aulakh                                                    40,000
                  Sukhjinder Singh Bajwa                                                 30,000
                     Jeffrey C. Marden                                                   30,000
                     Rubinder Dhillon                                                    25,000
                      Todd W. Corkum                                                     24,500
                      David J. Burke                                                     21,500
                      William R. Koss                                                    20,000
                     Mathew J. Sheahan                                                   12,500
                        Jill Kopka                                                       12,500
                 Peter J. and Nellie Quinn                                               12,000
                      Richard Machado                                                    11,500
                       Satnam Dhami                                                      10,000
                   Gabriel E. Tempestoso                                                  7,000
                   Vincent P. Wasnewsky                                                   5,500
                       Yee-Ling Chin                                                      5,500
                   Kenneth E. Jones, Jr.                                                  5,000
                        Darcy Morse                                                       5,000
                    Paul E. Letourneau                                                    4,000
                       Brian T. Joss                                                      4,000
                     William DiSalvio                                                     4,000
                     William E. Galvin                                                    2,500
                     Roger A. Provost                                                     2,400
                     Steve F. McIntire                                                    2,000
                       James Ribero                                                       2,000
                     Susan P. Johnson                                                     1,575
                        Sally West                                                        1,575
                      Gianluca Marchi                                                     1,000
                 Jacqueline Christoferson                                                 1,000

                           Total                                                      3,666,550

</TABLE>

*As of 4/10/00


<PAGE>

                                  EXHIBIT IV.B
                           BUYER'S DISCLOSURE SCHEDULE

                                      NONE


Page 58 of 62
<PAGE>


                                  EXHIBIT IV B

                           BUYER'S DISCLOSURE SCHEDULE

                                  SCHEDULE IV B




                                      None.



<PAGE>

                                  EXHIBIT IV.C
                             SDL DISCLOSURE SCHEDULE


Page 59 of 62
<PAGE>


                                  EXHIBIT IV C

                             SDL DISCLOSURE SCHEDULE

                                 SCHEDULE IV C 1

1.  LIST OF DIRECTORS AND OFFICERS

Directors:            Raghbir S. Dhillon, Ming Chee Lau and Dhalbir S. Dhillon

Officers:             Raghbir S. Dhillon, President
                      Dhalbir S. Dhillon, Treasurer
                      Ming Chee Lau, Clerk



2. The Corporation's minute book and stock transfer books are not complete. Many
actions by the Board of Directors and shareholders required in connection with
amendments to the Articles of Organization, election of officers and directors
and authorizations for issuance of shares do not exist, particularly for the
period from formation through September 1988. The disclosure in this Item 2 is
not intended to and will not limit the liability of the Sellers under the Stock
Purchase Agreement. Such liability will be determined pursuant to Section VIII
and Section X M of the Stock Purchase Agreement.

<PAGE>


                                 SCHEDULE IV C 2

                                 CAPITALIZATION

1. See Schedule IV C 1 with respect to the minute books. The disclosure in
this Item 1 is not intended to and will not limit the liability of the
Sellers under the Stock Purchase Agreement. Such liability will be determined
pursuant to Section VIII and Section X M of the Stock Purchase Agreement.

2. On September 8, 1988, SDL issued stock certificate number 4 to Charanjit
Singh for 100,000 share of Common Stock. Pursuant to an Agreement dated
September 1, 1988 by and among SDL, Mr. Singh, Raghbir Dhillon, Dhalbir
Dhillon and Ming Chee Lau, all other shares previously issued to Mr. Singh,
Mr. Singh's wife Bhupinder Randhawa (who was an initial Director of SDL) and
Raghbir Dhillon, Dhalbir Dhillon and Ming Chee Lau were cancelled. Ms.
Randhawa, however, was not a signatory to the Agreement. On March 25, 1997,
after SDL had increased its number of authorized shares, new stock
certificates were issued to SDL stockholders to replace the old stock
certificates. At that time SDL mistakenly issued stock certificate number 6
for 100,000 shares of Common Stock to Ms. Randhawa. Similarly, on December
19, 1997, after again increasing its number of authorized shares, SDL issued
new stock certificates to replace the old stock certificates. At that time,
SDL mistakenly reissued a new stock certificate, number C 6 for 100,000
shares of Common Stock, to Ms. Randhawa. Based on the above information,
SDL's position is that Mr. Singh owns 100,000 shares of Common Stock as
evidenced by stock certificate number 4, and that stock certificates issued
to Bhupinder Randhawa in 1997 were issued erroneously and are void, and that
any stock certificates issues to Bhupinder Randhawa prior to the September 1,
1998 Agreement were cancelled. Mr. Singh and Ms. Randhawa have entered into a
Limited Release and Agreement under which they have released all claims
against SBS, SDL and the stockholders of SDL other than (i) rights with
respect to stock certificate number 4 described above, which Mr. Singh has
delivered to SBS for sale and (ii) rights to sue Raghbir Dhillon, Dhalbir
Dhillon and Ming Chee Lau related to Mr. Singh's ownership interest in SDL.

3.  SDL Options

<TABLE>
<CAPTION>
                                                    EXERCISE                       NUMBER            EXERCISE
HOLDER                                                DATE                       OF SHARES            PRICE
------                                             -----------                   ---------           --------
<S>                                                <C>                           <C>                 <C>

WILLIAM GALVIN                                     05/01/2000                       1,250             $0.10
                                                   05/01/2001                       1,250              0.15


ROGER PROVOST                                      12/31/2000                       1,000              0.75
                                                   03/31/2001                         600              0.75
                                                   12/31/2001                       1,000              1.00
<PAGE>

RICHARD MACHADO                                    12/31/2000                       1,000              0.15
                                                   12/31/2000                       2,000              0.15
                                                   12/31/2001                       1,000              0.25

MATTHEW SHEAHAN                                    05/01/2000                      10,000              0.10
                                                   05/01/2001                       7,500              0.20

TODD CORKUM                                        06/30/2000                       5,500              0.20
                                                   09/30/2000                       5,500              0.25
                                                   12/31/2000                       7,000              0.30
                                                   03/31/2001                       7,500              0.35

SUSAN JOHNSON                                      03/31/2001                         425              0.15

SALLY WEST                                         03/31/2001                         425              0.15

KEN JONES                                          05/01/2000                       2,500              0.10
                                                   05/01/2001                       2,500              0.15

GABE TEMPESTOSO                                    12/31/2000                       3,000              0.15

YEE-LING CHIN                                      06/30/2000                       2,000              0.30
                                                   09/30/2000                       2,000              0.40
                                                   08/15/2000                       2,000              0.35
                                                   12/31/2000                       2,500              0.45
                                                   03/31/2001                       2,500              0.50
                                                   08/15/2001                       1,000              0.45

JACKIE CHRISTOFERSON                               06/30/2000                       1,000              0.10
                                                   06/30/2001                       1,000              0.15

BRIAN JOSS                                         12/31/2000                       3,000              0.50
                                                   12/31/2001                       3,000              0.75

PAUL LETOURNEAU                                    12/31/2000                       3,000              0.50
                                                   12/31/2001                       3,000              0.75

STEVEN MCINTIRE                                    12/31/2000                       1,000              0.01

JEFF MARDEN                                        06/30/2000                       5,000              0.15
                                                   12/31/2000                      20,000              0.15
                                                   06/30/2001                       5,000              0.45
                                                   12/31/2001                      10,000              0.65
                                                   06/30/2002                      10,000              0.85
<PAGE>

DARCY MORSE                                        04/01/2001                       5,000              0.65
                                                   04/01/2002                       5,000              0.85

DAVID BURKE                                        06/30/2000                       6,500              0.20
                                                   09/30/2000                       4,000              0.25
                                                   12/31/2000                       4,000              0.30
                                                   03/31/2001                       4,000              0.35

WILLIAM DISALVIO                                   06/30/2000                       2,000              0.30
                                                   08/15/2000                       2,000              0.35
                                                   03/31/2001                       3,500              0.45
                                                   08/15/2001                       1,000              0.45

JAMES RIBERO                                       11/03/2000                       2,000              0.35
                                                   11/03/2001                       1,000              0.45

GIANLUCA MARCHI                                    12/31/2000                       2,000              0.35
                                                   12/31/2001                       2,000              0.45

JILL KOPKA                                         06/30/2000                       2,500              0.35
                                                   02/05/2001                       5,000              0.40

                                                                                  189,450
</TABLE>
<PAGE>

                                 SCHEDULE IV C 4

                                NONCONTRAVENTION


         1. OEM Development Agreement with Motorola, Inc. dated April 4, 1999
requires thirty days advance notice for change in control of SDL. The
obligations under this Agreement have been performed by SDL, and SDL has been
paid for its deliverables. Notification of the change in control was mailed
on March 27, 2000.

         2. Employment Liability Coverage, Fiduciary Liability Coverage,
Directors' and Officers' Liability Coverage under policy 8160-45-29 issued by
Federal Insurance Company requires written notice of SBS's acquisition of SDL
stock as soon as practicable. After the closing, this policy continues but
only with respect to certain acts prior to the Closing.

         3. OEM Agreement with NetScout Systems, Inc. dated February 3, 1998
requires SDL to inform NetScout Systems within 24 hours of the consummation
of a purchase of all or substantially all of SDL's business by a third party.
Also, this OEM Agreement obligates SDL to place certain technical information
in an escrow account. SDL is in the process of gathering such technical
information for placement in escrow within a few weeks after the Closing.

<PAGE>

                                 SCHEDULE IV C 8

                              FINANCIAL STATEMENTS

         Notwithstanding Section IV C 8, there are delivered herewith:

(i)      Preliminary draft of the audited balance sheets as of December 31,
         1999.

(ii)     Preliminary draft of the audited statement of income, changes in
         stockholders' equity and cash flow for fiscal year ended December 31,
         1999.

(iii)    Preliminary draft of the audited balance sheets as of December 31,
         1998.

         These draft statements are not yet final and are subject to completion
         of audit review by KPMG, which may result in certain adjustments. The
         Sellers will cause KPMG to deliver the final audited financial
         statements for the indicated periods not later than April 19, 2000.
<PAGE>

                                 SCHEDULE IV C 9

          EVENTS SUBSEQUENT TO MOST RECENT AUDITED FINANCIAL STATEMENT



         1. By oral agreement between Raghbir Dhillon and Seamus Gilchrist, SDL
has terminated its Development Agreement dated November 9, 1999 with S-Link,
Corp. due to S-Link's failure to perform its obligations to SDL in a
satisfactory, timely manner. Under the Development Agreement, SDL is required to
give a written notice to S-Link, Corp. to terminate for a breach of a material
obligation. That notice has not been given, however, Raghbir Dhillon has sent an
e-mail to Mr. Gilchrist regarding the discontinuance of the project.

         2. MCMS reduced its Purchase Order No. 112900 from $193,180 to $123,650
because it had over-ordered approximately 2,000 cables. There is no contract
with MCMS.

         3. SDL has entered into certain employment agreements, as described on
Schedule IV C 17 g.

         4. SDL has amended its by-laws to authorize the signing of stock
certificates by its Secretary.
<PAGE>

                                SCHEDULE IV C 9.5

                             UNDISCLOSED LIABILITIES

                                      None

<PAGE>


                                SCHEDULE IV C 11

                                   TAX MATTERS

         List of all federal, state, local and foreign income Tax Returns for
taxable periods ended on or after December 31, 1993 through the present,
indicating those Tax Returns that have been audited and those Tax Returns that
currently are the subject of audit provided below:

<TABLE>
<CAPTION>

             Year                 Jurisdictions Filed                   Audited                Subject of Audit
             -----              ----------------------                 --------                ----------------
             <S>                <C>                                     <C>                    <C>
             1999*
             1998               U.S. and Massachusetts                     No                         No
             1997               U.S. and Massachusetts                     No                         No
             1996               U.S. and Massachusetts                     No                         No
             1995               U.S. and Massachusetts                     No                         No
             1994               U.S. and Massachusetts                     No                         No
             1993               U.S. and Massachusetts                     No                         No

</TABLE>

*SDL has been granted an extension until September 15, 2000 to file its 1999 tax
returns.


<PAGE>


                                SCHEDULE IV C 12

                        REAL PROPERTY LEASED OR SUBLEASED

         SDL leases property located at 46 Eastman Street, Easton, Massachusetts
02375 from 46 Eastman Realty Trust pursuant to a Standard Form Lease Agreement
dated November 6, 1997, as amended May 10, 1999. Lessor's name indicated on
amendment is Elizabeth Vercoe, who is the new owner of the building.


<PAGE>


                                SCHEDULE IV C 14

                              INTELLECTUAL PROPERTY


        (a)       SDL historically has not sought to seek patent trademark or
                  registered copyright protection of its intellectual property.
                  A trademark application was filed for the name "RISCOM" used
                  on its circuit boards, but was subsequently abandoned, so that
                  it only has common law rights in that mark.

        (c)       Grants of rights to third parties:

                  (1) License Agreement with Image Stream Internet Solutions
                  Inc. dated April 16, 1998 for SDL Frame Relay Code for Linux.

                  (2) Source Code License Agreement dated December 23, 1996 for
                  SDL Frame Relay Source Code.

                  (3) License Agreement with Network Alchemy, Inc. dated June
                  15, 1999.

                  (4) OEM Agreement with Compuware Corporation dated April 14,
                  1997.

                  (5) Development and License Agreement with Intel Corporation
                  dated January 15, 1999.

        (d)       (1) Run-Time License Agreement with Phar Lap Software, Inc.
                  dated June 13, 1997 for TNT DOS-Extender. (This License
                  Agreement is in the process of being amended.)

                  (2) License Agreement with Hi/fn Inc. dated May 18, 1999 for
                  LZS221-C Version (compression software).


<PAGE>


                                SCHEDULE IV C 17

                                    CONTRACTS

a)       Leases of personal property.

         1.       SDL leases a Lexus automobile used by Raghbir Dhillon pursuant
                  to a lease dated August 18, 1998 from Lexus of Norwood
                  (Co-Lessee is Raghbir Dhillon).

         2.       SDL leases a Mercedes automobile used by Dhalbir Dhillon
                  pursuant to a lease dated July 30, 1998 from Claire
                  International Inc. (guaranteed by Dhalbir Dhillon).

b)       Printout of open sales or purchase orders is attached.


e)       Compensation arrangements.

         1.       SDL Communications, Inc., 401(k) Plan (qualified retirement
                  plan under Internal Revenue Code Section 401(a))

         2.       SDL Communications, Inc., Profit Sharing Plan (qualified
                  retirement plan under Internal Revenue Code Section 401(a))

         3.       1996 Non-Qualified Key Employees' Incentive Stock Option Plan

g)       Employment or consulting agreements.

         1.       Master Consultant Agreement with Digital Technology, Inc.
                  dated March 20, 2000.

         2.       SDL has entered into forty-six "employment agreements" with
                  its employees hired after 1996. These agreements are
                  substantially identical in form and provide for at will
                  employment and SDL ownership of products which an employee may
                  make, and that SDL is not required to pay the employee any
                  royalties for any such products. Sixteen employees who have
                  signed employment agreements are paid more than $75,000 per
                  year. Five of these employment agreements were entered after
                  December 31, 1999.

<PAGE>

                                SCHEDULE IV C 20

                                    Insurance

<TABLE>
<CAPTION>
--------------------------------------------- ----------------------------------- -------------------- ----------------
              TYPE OF COVERAGE                             INSURER                       TERM           POLICY NUMBER
--------------------------------------------- ----------------------------------- -------------------- ----------------
--------------------------------------------- ----------------------------------- -------------------- ----------------
<S>                                           <C>                                 <C>                  <C>
1.   Employment Liability, Fiduciary
     Liability, Directors' and Officers'
     Liability and Outside Directorship
     Liability                                Federal Insurance Company           9/3/99 - 9/2/00      8160-45-29
--------------------------------------------- ----------------------------------- -------------------- ----------------
--------------------------------------------- ----------------------------------- -------------------- ----------------
2.   Umbrella Policy                          Federal Insurance Company           9/3/99 - 9/3/00      7979-07-14

     Underlying Policies are:

     a)  Employers Liability                  Great American Insurance Company    9/3/99 - 9/3/00      WC 9961054-00

     b)  Commercial General Liability         Federal Insurance Company           9/3/99 - 9/3/00      3575-49-63

     c)  Automobile                           Arabella Protection Ins. Co.        7/30/99 - 7/30/00    11031400000

     d)  Automobile                           Arabella Protection Ins. Co.        8/19/99 - 8/19/00    12982400000

     e)  Electronics Errors and Omissions     Federal Insurance Company           9/3/99 - 9/3/00      3575-49-63BOS

     f)  Employee Benefits Liability          Federal Insurance Company           9/7/99 - 9/3/00      3575-49-63
--------------------------------------------- ----------------------------------- -------------------- ----------------
--------------------------------------------- ----------------------------------- -------------------- ----------------
3.   Electronics Insurance Program            Federal Insurance Company           3575-49-63 BOS       9/3/99 - 9/3/00
--------------------------------------------- ----------------------------------- -------------------- ----------------
--------------------------------------------- ----------------------------------- -------------------- ----------------
4.   Workers Compensation and Employers
     Liability                                Great American Insurance Company    WC 9961054 00        8/8/99 - 8/8/00
--------------------------------------------- ----------------------------------- -------------------- ----------------
--------------------------------------------- ----------------------------------- -------------------- ----------------
5.   Automobile                               Arabella Protection Ins. Co.        7/30/99 - 7/30/00    11031400000
--------------------------------------------- ----------------------------------- -------------------- ----------------
--------------------------------------------- ----------------------------------- -------------------- ----------------
6.   Automobile                               Arabella Protection Ins. Co.        8/19/99 - 8/19/00    12982400000
--------------------------------------------- ----------------------------------- -------------------- ----------------
--------------------------------------------- ----------------------------------- -------------------- ----------------
7.   Term Insurance for:

     a)  Robbie Dhillon (owner is R.          Northwestern Mutual Life            3/27/97 -            14-075-531*
     Dhillon)

     b)  Robbie Dhillon (owner is SDL)        Northwestern Mutual Life            3/27/97 - 3/27/07    14-075-485

     c)  Ming C. Lau (owner is Ming Lau)      Northwestern Mutual Life            01/27/97 -1/27/07    14-072-398

     d)  Dale Dhillon (owner is SDL)          Northwestern Mutual Life            10/27/97 - 10/27/07  14-402-717

     e)  Dale Dhillon (owner is D. Dhillon)   Northwestern Mutual Life            01/27/97 -1/27/07    14-075-675

     f)  Augustus Nunes (owner is A. Nunes)   Northwestern Mutual Life            01/27/97 -           14-072-481*
--------------------------------------------- ----------------------------------- -------------------- ----------------
--------------------------------------------- ----------------------------------- -------------------- ----------------
8.   Key Person - Rhobbie Dhillon (owner is
     SDL)                                     Northwestern Mutual Life            3/27/97 - 9/27/99    D1-219-505
--------------------------------------------- ----------------------------------- -------------------- ----------------
--------------------------------------------- ----------------------------------- -------------------- ----------------
9.   Disability Insurance
--------------------------------------------- ----------------------------------- -------------------- ----------------

<PAGE>


--------------------------------------------- ----------------------------------- -------------------- ----------------
     a)  Robbie Dhillon (owner is R.                                              12/27/99 - 12/27/04  D1-354-585*
     Dhillon)

     b)  Robbie Dhillon (owner is R.          Northwestern Mutual Life            3/27/97 - 3/27/04    D1-219-495*
     Dhillon)

     c)  Dale Dhillon (owner is D. Dhillon)   Northwestern Mutual Life            10/27/99 - Age 65    D1-354-583

     d)  Dale Dhillon (owner is D. Dhillon)   Northwestern Mutual Life            1/27/97 - Age 65     D1-219-179
--------------------------------------------- ----------------------------------- -------------------- ----------------
--------------------------------------------- ----------------------------------- -------------------- ----------------
10.  Graded Premium Life Insurance.

     a)  Robbie Dhillon (owner is R.
     Dhillon)                                 Transamerica Occidental Life        6/17/94-             41043414

     b) Dhalbir Dhillon (owner is D.
     Dhillon)                                 Transamerica Occidental Life        8/2/94-              41058675
--------------------------------------------- ----------------------------------- -------------------- ----------------
--------------------------------------------- ----------------------------------- -------------------- ----------------
11.  Predecessor Policies.

     a)  Workers Compensation and Employers
     Liability                                Norfolk & Dedham Mutual Fire
                                              Insurance Company                   8/8/98-8/8/99        26 WEND0470
     b)  Commercial Property Coverage Park
     and Commercial Inland Marine Coverage    Norfolk & Dedham Mutual Fire
     Part                                     Insurance Company                   6/15/98-6/15/99      P008198
--------------------------------------------- ----------------------------------- -------------------- ----------------
</TABLE>

*SDL has not provided these policies for review by SBS.

<PAGE>


                                SCHEDULE IV C 24

                                Employee Benefits



(a) Compliance with laws:

1.   The SDL Communications Group Health, Group Dental, Short Term Disability
     and Long Term Disability and Group Life Plans do not contain all required
     disclosures under DOL Reg. 2520.102.3
2.   The SDL Communications, Inc. Group Health Plan SPD may not contain all
     required disclosures under WHCRA and NMHPA
3.   SDL has paid the premiums on life insurance policies as identified on
     Schedule IV C 20 that are owned by certain employees and did not include
     the premium cost in the gross income of the employees as required by
     Internal Revenue Code Section 61(a) and the regulations thereunder.

(b) Employee Benefit Plans:

1.   SDL Communications, Inc., 401(k) Plan
2.   SDL Communications, Inc., Profit Sharing Plan
3.   SDL Communications, Inc., Premium Only Plan
4.   SDL Communications, Inc., Group Health Plan
5.   SDL Communications, Inc., Group Dental Plan
6.   SDL Communications, Inc., Short Term Disability Plan
7.   SDL Communications, Inc., Group Life Insurance Plan
8.   Long term disability insurance is provided on a pre-tax basis with employee
     payment of premiums

<PAGE>

                                SCHEDULE IV C 21

                                   Litigation

         No litigation pending or overtly threatened in writing. However, the
Sellers are aware of potential claims against three of the Principal Sellers by
Mr. Charanjit Singh. Mr. Singh has executed a release in favor of SDL.







<PAGE>


                                SCHEDULE IV C 27


1. Raghbir Dhillon is a director of S-Link, Corp.

2. See Schedule IV C 17 regarding automobile leases.

3. See Schedule IV C 20 regarding term life insurance owned by the Principal
   Sellers.
<PAGE>



                                  EXHIBIT VI.G
                          DHILLON EMPLOYMENT AGREEMENTS


Page 60 of 62

<PAGE>

                              EMPLOYMENT AGREEMENT

         SBS Technologies, Inc. ("Company") and XXXXXXXXXXXXXXXXXXX
("Employee") agree:

         1.       EMPLOYMENT. Company employs Employee for the period beginning
                  on the date of this Employment Agreement as set forth below,
                  solely in accordance with the terms of this Agreement (the
                  "Employment Period"). During the Employment Period, Employee
                  will serve in the management positions designated by the
                  Company. Employee will be a full-time employee of Company (as
                  defined in the Company's Policy Manual), will devote
                  sufficient time and energies to the business of Company to
                  accomplish the duties assigned, will perform to the best of
                  Employee's ability all duties assigned to Employee by Company
                  and will devote Employee's best efforts to advance the
                  interests of Company. Employee will have the power and
                  authority determined by Company.

         2.       TERM AND RENEWAL. The initial Employment Period will begin on
                  the date of this Agreement and will end two years after its
                  date ("Initial Employment Period"), or upon discharge or
                  resignation of Employee. This Agreement will be automatically
                  renewed at the end of the Initial Employment Period, and
                  successively thereafter for one year terms (each one year
                  period is a "Successive Employment Period"), unless notice is
                  given by Company or Employee to the other party not later than
                  six months before the end of the Successive Employment Period.
                  (The Initial Employment Period and the Successive Employment
                  Period are generally referred to as the "Employment Period"
                  unless the context otherwise requires.)

         3.       COMPENSATION. For all services performed by Employee for
                  Company during the Employment Period, Company will pay
                  Employee the salary and benefits set forth on Appendix "A".
                  Employee will be entitled to participate in employee benefit
                  programs established by Company and applicable to all
                  full-time employees. Employee will be entitled to vacation,
                  national holidays and paid sick leave in accordance with
                  Company policy and Appendix A. During vacation, national
                  holidays, and paid sick leave, Employee will receive
                  Employee's usual compensation.

         4.       REIMBURSEMENT OF EXPENSES. Company recognizes that Employee,
                  in performing Employee's duties hereunder, may be


Employment Agreement
Page 1
<PAGE>


                  required to spend sums of money in connection with those
                  duties for the benefit of Company. Employee agrees to
                  follow Company's written policies with regard to
                  reimbursable expenses.

         5.       SICK LEAVE AND DISABILITY. Employee will be entitled to sick
                  leave and disability as described in the Company's written
                  policies.

         6.       RESIGNATION AND DISCHARGE.

                  A.  Employee may resign or be discharged pursuant to the terms
                      of this paragraph. If Employee (i) resigns, Employee must
                      give 30 days' notice to Company; (ii) is discharged for
                      cause (as later defined), Company may discharge Employee
                      immediately, without notice; or (iii) is discharged not
                      for cause, Company must give notice to Employee as
                      provided by Company's written policy or employment manual
                      or practice then in effect. If Employee is discharged not
                      for cause during the Initial Employment Period, Company
                      will pay severance pay in the amount of Employee's base
                      salary Employee would have been paid from termination
                      until the expiration of the Initial Employment Period. If
                      Employee is discharged not for cause during any Subsequent
                      Employment Period, Company will pay severance pay in an
                      amount determined in accordance with Company's written
                      policy or employment manual or practice then in effect.

                  B.  For purposes of this paragraph, "for cause" means that
                      during the Employment Period, (a) Employee materially
                      breaches any provision or restriction or materially fails
                      to perform any obligation contained in this Employment
                      Agreement, or (b) Employee materially fails to comply with
                      any written Company policy otherwise, (c) the Company
                      reasonably determines, in accordance with the Company's
                      written policy or Company employment manual that Employee
                      (i) has failed to comply with any employment or
                      non-discrimination or similar law, regulation or policy,
                      or (ii) is abusing alcohol or using drugs, (other than as
                      prescribed by Employee's physician), or (d) Employee
                      refuses to submit to testing for alcohol or drugs, or (e)
                      Employee is reasonably believed by Company to have
                      committed or is charged with any felony or a misdemeanor
                      which reflects upon Employee's integrity, Employee's
                      ability to perform Employee's duties, or the integrity or
                      reputation of the Company.


Page 2
<PAGE>

         7.       CONFIDENTIAL INFORMATION AND NON-COMPETE RESTRICTIONS.

                  A.  Employee acknowledges and recognizes that Employee is, or
                      will be, employed by Company in a confidential
                      relationship. As such, he may receive and have access to
                      the business information, customer names, contracts and
                      other customer data, business methods, techniques and
                      trade secrets of Company which are neither known nor
                      readily accessible to others and are used by Company in
                      its business to obtain a competitive advantage over
                      Company's competitors who do not know or use
                      ("Confidential Information"). Employee also may develop
                      ideas, conceptions, inventions, processes, methods,
                      products and improvements; and Employee may receive
                      disclosures of ideas, conceptions, inventions, processes,
                      methods, products and improvements made by other employees
                      of Company which relate to the business of the Company
                      ("Company Inventions"). Employee may participate with
                      Company in improving and developing Confidential
                      Information and Company Inventions. Protection of the
                      Confidential Information and Company Inventions against
                      unauthorized disclosure and use is of critical importance
                      to Company in maintaining its competitive position.
                      Employee agrees that Employee will not, at any time,
                      during the Employment Period, and for a period of two
                      years following termination for any reason, make any
                      independent use of, or disclose to any other person or
                      organization, except as authorized by Company in writing,
                      any Confidential Information or Company Inventions. Upon
                      termination of the Employment Period for any reason,
                      Employee shall promptly deliver to Company all drawings,
                      manuals, letters, notes, notebooks, reports, customer
                      lists, customer data, mailing lists, and all other
                      materials and records of any kinds, and all copies
                      thereof, that may be in the possession of, or under the
                      control of, Employee pertaining to Company's business
                      including any that contain any Confidential Information or
                      Company Inventions.

                  B.  Employee acknowledges Company's efforts to establish
                      valuable business relationships with its clients,
                      customers and suppliers. Employee recognizes that Company
                      has invested resources in the training and the
                      professional development of Employee, and Employee further
                      recognizes Employee's responsibility to the Company when
                      Company entrusts Employee with Confidential Information.
                      In view of Company's efforts, Employee agrees that unless
                      Company authorizes


Page 3
<PAGE>

                      Employee to do so in writing, Employee will not, for a
                      period of two years after termination of employment
                      with Company own, control, manage or otherwise
                      participate in the ownership, control or management of
                      a business involved within the Territory (the world) in
                      the development, manufacture, marketing or sale of wide
                      area network interfaces and communications software
                      protocols for use in networking platforms and devices
                      or systems or solicit the purchase of products or
                      services within that area from any person, corporation,
                      business organization or enterprise which:

                           (i)      has made any purchase of products or
                                    services from Company within the two years
                                    immediately preceding termination of former
                                    Employee's employment ("Customer"); or

                           (ii)     has been contacted by Employee during the
                                    last 12 months of Employee's employment for
                                    the purpose of securing the purchase of
                                    products or services from Company
                                    ("Prospective Customer").

                      Employee may, without violation of this Employment
                      Agreement, own directly or indirectly, not more than 2% of
                      any class of outstanding securities of a person (even if
                      in competition with the Company) if that class is
                      regularly traded on a national securities exchange or in
                      the over-the-counter market, as long as Employee does not
                      otherwise manage or control that person.

                  C.  The noncompetition covenant of paragraph B above is in
                      addition to the covenant contained in the Covenant Not To
                      Compete dated April 12, 2000 between Employee and Company.

                  D.  The confidentiality covenant of paragraph A above is in
                      addition to the covenant contained in the Confidentiality
                      Agreement dated April 12, 2000 between Employee and
                      Company.

                  E.  Employee and Company recognize that irreparable injury
                      may result to Company in the event of breach or threatened
                      breach of this section of this Agreement by Employee. If
                      Employee commits a breach or threatens to commit a breach
                      of any of the provisions of this section, Company shall
                      have the right and remedy, in addition to any others that
                      may be available, at law or in equity, to have the
                      provisions of this paragraph 7 specifically enforced by
                      any court having equity jurisdiction,


Page 4
<PAGE>

                      together with an accounting therefor, Employee having
                      specifically acknowledged that any such breach or
                      threatened breach will cause irreparable injury to
                      Company and that money damages will not provide an
                      adequate remedy to Company.

         8.       INVALIDITY. If any provision of this Employment Agreement is
                  later construed to be unenforceable or invalid, the remaining
                  provisions shall not be affected but shall continue in full
                  effect. If any term of this Employment Agreement is found to
                  be unenforceable or invalid by any court having jurisdiction,
                  that court shall have the power to reduce or revise the term
                  and the paragraph(s) shall then be fully enforceable.

         9.       ASSIGNMENT. Employee acknowledges that Employee's services are
                  unique and personal. Accordingly, Employee may not assign his
                  rights or delegate his duties or obligations under this
                  Agreement. The Employer's rights and obligations shall inure
                  to the benefit of and shall be binding upon Employer's
                  successor and assigns.

         10.      PERSONNEL POLICIES. Company's written personnel policies apply
                  to all of Company's employees, including Employee, and
                  describe additional terms and conditions of employment of
                  Employee. Those terms and conditions, as they may be revised
                  from time to time by Company, are incorporated by reference
                  into this Employment Agreement. Company reserves the right to
                  revise the personnel policies from time to time, as Company
                  deems necessary. If any personnel policy provision conflicts
                  with a provision of this Employment Agreement, the terms of
                  this Employment Agreement shall govern.

         11.      ALCOHOL AND DRUG TESTING. Employee agrees to comply with and
                  submit to any Company program or policy for testing for
                  alcohol abuse or use of drugs and, in the absence of such a
                  program or policy, to submit to such testing as may be
                  required by Company and administered in accordance with
                  applicable law and regulations.

         12.      BINDING EFFECT. This Employment Agreement constitutes the
                  entire understanding of the parties, may be modified only in
                  writing,


Page 5
<PAGE>

                  is governed by laws of Massachusetts, and will bind and inure
                  to the benefit of Employee and Employee's personal
                  representative and Company and Company's successors and
                  assigns.

DATED:  April 12, 2000.



                   Remainder of Page Intentionally Left Blank



Page 6
<PAGE>


                                            COMPANY:

                                            SBS TECHNOLOGIES, INC.

                                      BY:
                                         ------------------------------------

                                      ITS:
                                          -----------------------------------

                                            EMPLOYEE:

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

Page 7

<PAGE>

                                  EXHIBIT VI.H
                             COVENANT NOT TO COMPETE


Page 61 of 62
<PAGE>



                             COVENANT NOT TO COMPETE


The undersigned ("Seller") and SBS Technologies, Inc., a New Mexico
corporation ("SBS") agree as follows:

I.       RECITALS

A.       SBS and Seller are, simultaneously with the execution of this
Covenant, entering into a purchase agreement ("Purchase Agreement") under
which SBS will acquire all of the outstanding stock of SDL Communications, a
Massachusetts corporation, ("SDL") for cash.

B.       SBS wishes to assure that Seller will refrain from competing with SBS
in the areas of SDL's business, and Seller is willing to so refrain as
provided in this Covenant.

C.       For purposes of this Agreement, "Products" means wide area network
interfaces and communications software protocols for use in networking
platforms and devices.

II.      COVENANT

A.       Seller agrees that, during the term of the Covenant, Seller will not,
without prior written consent of SBS, for Seller's own account or jointly with
another, directly or indirectly, for or on behalf of any individual,
partnership, corporation or other legal entity, as principal, agent or
otherwise:

         1.   Own, control, manage or otherwise participate in the ownership,
control or management of a business involved within the Territory in the
development, manufacture, marketing or sale of Products.

         2.   Solicit, call upon, or attempt to solicit any individual,
partnership, corporation or entity within the Territory for the purpose of
providing to that individual, partnership, corporation or other entity
products or services that are competitive with the Products.

B.       Seller may, without violation of the Covenant, own, directly or
indirectly not more than two percent (2%) of any class of outstanding
securities of a person (even if in competition with the Products) if that
class is regularly traded on a national securities exchange or in the
over-the-counter market, as long as Seller does not otherwise manage or
control that person.


                                       1
<PAGE>


III.     TERM

The term of the Covenant will be four years from its date ("Term").

IV.      TERRITORY

The territory covered by this Covenant is the world ("Territory").

V.       CONSIDERATION

The consideration for the Covenant is the Purchase Agreement and an undivided
amount of the Purchase Price paid to Seller under the Purchase Agreement.

VI.      ACKNOWLEDGEMENT

Seller recognizes the importance of the Covenant and acknowledges that, based on
Seller's past experiences and expertise, and Seller's past development,
exploitation and management of the Products, the close relationships Seller has
with SDL customers and SBS's intent to utilize and exploit the Products and
expand SDL's customer base, the restrictions in this Covenant are reasonable as
to terms, time and area, necessary for the protection of SBS's business and not
unduly restrictive of Seller's rights as an individual.

VII.     BREACH

If Seller commits a breach or threatens to commit a breach of any of the
provisions of this Covenant, SBS shall have the right and remedy, in addition to
any others that may be available, at law or in equity, to have the provisions of
this Covenant specifically enforced by any court having equity jurisdiction,
together with an accounting therefor, Seller having specifically acknowledged
that any such breach or threatened breach will cause irreparable injury to SBS
and that money damages will not provide an adequate remedy to SBS.

VIII.    INVALIDITY

If any provision of the Covenant is later construed to be unenforceable or
invalid, the remaining provisions shall not be affected but shall continue in
full effect. If the Term or Territory are found to be unenforceable or invalid
by any court having jurisdiction, that court shall have the power to reduce the
Term or Territory of the Covenant and the Covenant as revised shall then be
fully enforceable. The payment provided for in Section V shall be payable in
full notwithstanding any such construction, finding or revision.


                                       2
<PAGE>


IX.      MISCELLANEOUS

This Covenant binds and benefits the parties, their successors, assigns and
transferees, is specifically enforceable, constitutes (together with the
Purchase Agreement) the entire agreement of the parties and supersedes all prior
oral or written agreements and understandings, is governed by New Mexico law and
may be modified only in writing. This Covenant may be executed in multiple
counterparts, each of which shall be deemed an original, but all of which taken
together will constitute one and the same instrument. Captions and titles have
been inserted in this Covenant for the benefit of the parties in referring to
this Covenant, but will not be construed or interpreted as part of this
Covenant. Any suits brought by the parties arising under this Covenant shall be
brought in the United States District Court for the Southern District of
California, and the parties expressly acknowledge that such court shall have
jurisdiction over the matter and parties, and that venue shall be proper in that
court.

X.       NOTICES

Any notice or other communication required under this Covenant or desired to be
given by any of the parties to this Covenant to any other party shall be deemed
to be duly given when personally delivered, when mailed by certified or
registered mail, return receipt requested, postage prepaid, or when delivered
pre-paid to a next-day expedited delivery service to the other party, addressed
as follows:

SBS:

SBS Technologies, Inc.
Attn: James E. Dixon, Jr., Vice President
Finance and Administration
2400 Louisiana Blvd. NE
AFC Building 5, Suite 600
Albuquerque, New Mexico  87110

Copy to:

Alison K. Schuler, Esquire
4300 San Mateo Boulevard, NE, Suite B-380
Albuquerque, New Mexico 87110



                                       3
<PAGE>


Seller:

As provided on Appendix X hereto.

Any party may change its address for notice by giving written notice of the
change pursuant to this Section.

XI.      ANNOUNCEMENTS

Seller, without the prior written consent of SBS, will not make any
announcement, public or non-public, or issue any press release in respect of
this Covenant.


DATED: April 12, 2000






                   Remainder of Page Intentionally Left Blank












                                       4

<PAGE>

SELLER                                 SBS TECHNOLOGIES, INC.

_______________________________        By:_______________________________
**                                     Its:______________________________








                                        5


<PAGE>
                                  EXHIBIT VI.I
                            CONFIDENTIALITY AGREEMENT


Page 62 of 62
<PAGE>


                            CONFIDENTIALITY AGREEMENT

         The undersigned XXXXXXXXXXXXXXXXX, ("Seller"), and SBS Technologies,
Inc., a New Mexico corporation, ("Buyer") agree as follows:

I.       RECITALS

         A. Seller, Dhalbir S. Dhillon, Ming Chee Lau, Augustus J. Nunes, SDL
Communications, Inc., a Massachusetts corporation, ("SDL"), and Buyer are
parties to a Stock Purchase Agreement dated April 11 , 2000 ("Purchase
Agreement"). Defined terms in this Agreement have the same meaning as the same
defined terms in the Purchase Agreement. Pursuant to the Purchase Agreement,
Buyer is acquiring all of the outstanding capital stock of SDL in exchange for
the Purchase Price and the other terms and conditions of the Purchase Agreement.
"Company" means Buyer and its subsidiaries.

         B. Section VI. H., Confidentiality Agreement, of the Purchase Agreement
requires that the undersigned enter into this Agreement, and the undersigned are
willing to do so.

II.      AGREEMENT

         The undersigned agrees, represents and warrants Seller is and has been,
employed by SDL in a confidential relationship. As such, Seller may have
received, receive and have access to the confidential business information,
customer names, contracts and other customer data, business methods, techniques
and trade secrets of SDL and Company which are neither known or readily
accessible to others and are used by Company in its business to obtain a
competitive advantage over Company's competitors who do not know or use it
("Confidential Information"). Seller may develop ideas, conceptions, inventions,
processes, methods, products and improvements; and Seller may have received and
may receive disclosures of ideas, conceptions, inventions, processes, methods,
products and improvements made by other employees of Company and SDL which
relate to the business of the Company ("Company Inventions"). Seller may have
participated and may participate with SDL and Company in improving and
developing Confidential Information and Company Inventions. Protection of the
Confidential Information and Company Inventions against unauthorized disclosure
and use is of critical importance to Company in maintaining its competitive
position. Seller agrees that Seller will not, at any time, for a period of four
years from the date of closing of the Transactions pursuant to the Purchase
Agreement, make any independent use of, or disclose to any other person or
organization, except as authorized by Buyer in writing, any Confidential
Information or Company Inventions. If Seller is not employed by the Company, or
if Seller is employed by the Company, upon termination of the employment for any
reason, Seller shall promptly deliver to Company all drawings, manuals, letters,
notes, notebooks, reports, customer lists, customer data, mailing lists, and all
other materials and records of any kinds, and all copies thereof, that may be in
the possession of, or under the control of, Seller pertaining to SDL's and
Company's business including


Page 1 of 4
<PAGE>


any that contain any Confidential Information or Company Inventions. The
undersigned agrees that release of Confidential Information will cause
irreparable harm to Company and that, upon any breach or threatened breach of
this Section, Buyer may seek, without limitation of other actions and
remedies which might be available, equitable injunctive relief.

III.     LEGAL PROCEEDINGS.

         If Seller ("Disclosing Party") is requested or required by oral
question, or request for information or documents in any legal proceeding,
interrogatory, subpoena, civil investigative demand, or similar process, to
disclose any Confidential Information, then Disclosing Party promptly will
notify the Buyer so that the Buyer may seek an appropriate protective order or
waive compliance with the provisions of the Purchase Agreement. In the absence
of a protective order or receipt of waiver, Disclosing Party will turn over all
of the requested documents to Buyer, who will submit to the requesting party the
Confidential Information.

IV.      CONSIDERATION

         The undersigned, as a shareholder of SDL, benefits from the sale of
SDL's outstanding capital stock and acknowledge and agree that that benefit, and
the fact that Buyer would not enter into the Purchase Agreement without this
Agreement, is sufficient and complete consideration for this Agreement.

V.  BREACH

         If the undersigned commits a breach or threatens to commit a breach of
any of the provisions of this Agreement, Buyer shall have the right and remedy,
in addition to any others that may be available, at law or in equity, to have
the provisions of this Agreement specifically enforced by any court having
equity jurisdiction, together with an accounting therefor, the undersigned
having specifically acknowledged that any such breach or threatened breach will
cause irreparable injury to Buyer and that money damages will not provide an
adequate remedy to Buyer.

VI. MISCELLANEOUS

         This Agreement binds and benefits the parties, their successors,
assigns and transferees, is specifically enforceable, constitutes (together with
the Purchase Agreement and related agreements attached to it as Appendices) the
entire agreement of the parties, and supersedes all prior oral or written
agreements and understandings, is governed by New Mexico law and may be modified
only in writing. This Agreement may be executed in multiple counterparts, each
of which shall be deemed to be an original, but all of which taken together will
constitute one and the same instrument. Captions and titles have been


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inserted in this Agreement for the benefit of the parties in referring to
this Agreement, but will not be construed or interpreted as part of this
Agreement.

VII.  NOTICES

         The undersigned:

                  At the address under the Notice for the undersigned.

                  Buyer:

                           SBS Technologies, Inc. (a New Mexico corporation)
                           2400 Louisiana Blvd. NE
                           AFC Building 5-600
                           Albuquerque, New Mexico  87110

                           and copy to:
                           Alison K. Schuler, Esq.
                           P.O. Box 90640
                           Albuquerque, NM 87199

                           Seller:

                           Augustus J. Nunes
                           11-6 Robin Circle
                           Norton, MA  02766


or to such other address which may be furnished in writing by one party to the
other.

         DATED:  April 12, 2000



                   Remainder of Page Intentionally Left Blank






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Seller:                                     SBS Technologies, Inc.

______________________________              By: _______________________________











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