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EXHIBIT 10.AM -- 1998 Long-Term Equity Incentive Plan

                             SBS TECHNOLOGIES, INC.
                      1998 LONG-TERM EQUITY INCENTIVE PLAN

SECTION 1.  PURPOSE

SBS Technologies, Inc. (hereinafter referred to as the "Company"), a New Mexico
corporation, hereby establishes the 1998 Long-Term Equity Incentive Plan (the
"Plan") to promote the interests of the Company and its shareholders through the
(i) attraction and retention of directors, executive officers and other key
employees essential to the success of the Company; (ii) motivation of executive
officers and other key employees using performance- related and stock-based
incentives linked to longer-range performance goals and the interests of Company
shareholders; and (iii) enabling of these directors and employees to share in
the long-term growth and success of the Company. The Plan permits the grant of
Nonqualified Stock Options, Incentive Stock Options (intended to qualify under
Section 422 of the Internal Revenue Code of 1986, as amended), Stock
Appreciation Rights, Restricted Stock, Performance Shares, Performance Units,
and any other Stock Unit Awards or stock-based forms of awards as the Committee
may determine under its sole and complete discretion at the time of grant,
subject to the provisions of this Plan document and applicable law.

SECTION 2.  EFFECTIVE DATE AND DURATION

The Plan was approved by the Committee and the Board of Directors on September
15, 1997. Subject to shareholder approval, the Plan shall be effective on
September 15, 1997; however, any Award granted under this Plan before the Plan
is approved by shareholders, shall be granted subject to shareholder approval of
the Plan. The Plan shall expire on January 1, 2008; however, all Awards made
prior to, and outstanding on such date, shall remain valid in accordance with
their terms and conditions.

SECTION 3.  DEFINITIONS

Except as otherwise defined in the Plan, the following terms shall have the
meanings set forth below:

3.1      "Affiliate" shall have the meaning ascribed to such term in Rule 12b-2
         under the Exchange Act.

3.2      "Award" means individually or collectively, a grant under this Plan of
         Nonqualified Stock Options, Incentive Stock Options, Stock Appreciation
         Rights, Restricted Stock, Performance Units, Performance Shares, or
         other Stock Unit Awards.

3.3      "Award Date" or "Grant Date" means the date on which an Award is made
         by the Committee under this Plan.

3.4      "Award Agreement" or "Agreement" means a written agreement implementing
         the grant of each Award signed by an authorized officer of the Company
         and by the Participant.

3.5      "Beneficial Owner" shall have the meaning ascribed to such term in Rule
         13d-3 under the Exchange Act.

3.6      "Board" or "Board of Directors" means the Board of Directors of the
         Company.

3.7      "Cashless Exercise" means the exercise of an Option by the Participant
         through the use of a brokerage firm to make payment to the Company of
         the exercise price either from the proceeds of a loan to the
         Participant from the brokerage firm or from the proceeds of the sale of
         Stock issued pursuant to the exercise of the Option, and upon receipt
         of such payment, the Company delivers the exercised Shares to the
         brokerage firm. The date of exercise of a Cashless Exercise shall be
         the date the broker executes the sale of exercised Shares, or if no
         sale is made, the date the broker receives the exercise loan notice
         from the Participant to pay the Company for the exercised Shares.

3.8      "Change in Control" means a change in control of the Company of a
         nature that would be required to be reported in response to Item 1(a)
         of the Current Report on Form 8-K, as in effect on the date

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                             SBS TECHNOLOGIES, INC.
                      1998 LONG-TERM EQUITY INCENTIVE PLAN

         hereof, pursuant to Section 13 or 15(d) of the Exchange Act; provided,
         that without limitation, such a Change in Control shall be deemed to
         have occurred at such time as a "person" (as used in Section 14(d) of
         the Exchange Act) is or becomes the "beneficial owner" (as defined in
         Rule 13d-3 under the Exchange Act), directly or indirectly, of 15% or
         more of the combined voting power of the Company's outstanding
         securities ordinarily having the right to vote in elections of
         directors; or (b) individuals who constitute the Board of Directors of
         the Company on the date hereof (the "Incumbent Board") cease for any
         reason to constitute at least a majority thereof, provided that any
         person becoming a Director subsequent to the date hereof whose
         election, or nomination for election by the Company's shareholders, was
         approved by a vote of at least a majority of the Directors comprising
         the Incumbent Board shall be, for purposes of this subsection (b),
         considered as though such person were a member of the Incumbent Board.
         Notwithstanding the foregoing definition, no Change in Control shall be
         deemed to have occurred unless and until the Participant has actual
         knowledge from one of the following sources: a report filed with the
         Securities and Exchange Commission, a public statement issued by the
         Company, or a periodical of general circulation, including but not
         limited to The New York Times or The Wall Street Journal.

3.9      "Code" means the Internal Revenue Code of 1986, as amended from time to
         time.

3.10     "Committee" means the Compensation Committee of the Board which will
         administer the Plan pursuant to Section 4 herein.

3.11     "Common Stock" or "Stock" means the Common Stock of the Company, or
         such other security or right or instrument into which such Common Stock
         may be changed or converted in the future.

3.12     "Company" means SBS Technologies, Inc., including all Affiliates and
         Subsidiaries, or any successor thereto.

3.13     "Covered Participant" means a Participant who is a "covered employee"
         as defined in Section 162(m)(3) of the Code, and the regulations
         promulgated thereunder.

3.14     "Department" means the Department of the Company responsible for Human
         Resources.

3.15     "Designated Beneficiary" means the beneficiary designated by the
         Participant, pursuant to procedures established by the Department, to
         receive amounts due to the Participant in the event of the
         Participant's death. If the Participant does not make an effective
         designation, then the Designated Beneficiary will be deemed to be the
         Participant's estate.

3.16     "Director" shall mean a non-employee member of the Board of Directors
         as defined in rule 16b.

3.17     "Disability" means (i) the mental or physical disability, either
         occupational or non-occupational in origin, of the Participant defined
         as "total disability" in the Long-term Disability Plan of the Company
         currently in effect and as amended from time to time; or (ii) a
         determination by the Committee of "total disability" based on medical
         evidence that precludes the Participant from engaging in any occupation
         or employment for wage or profit for at least twelve months and appears
         to be permanent.

3.18     "Divestiture" means the sale of, or closing by, the Company of the
         business operations in which the Participant is employed.

3.19     "Early Retirement" means retirement of a Participant from employment
         with the Company after age 55, but before the Company's normal
         retirement date as stated in its employee policies.

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

3.21     "Executive Officer" means those individuals designated as "officers"
         for purposes of Section 16 of the Securities Exchange Act of 1934 by
         the Board.

3.22     "Fair Market Value" means, on any given date, the closing price of the
         Stock as reported on the NASDAQ on the immediately preceding trading
         day, all as reported by such source as the Committee may select.

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                             SBS TECHNOLOGIES, INC.
                      1998 LONG-TERM EQUITY INCENTIVE PLAN

3.23     "Full-time Employee" means an employee designated by the Company as
         being a "regular, full-time employee" who is eligible for all plans and
         programs of the Company set forth for such employees. This designation
         excludes all part-time, temporary, leased or contract employees and
         consultants to the Company.

3.24     "Incentive Stock Option" or "ISO" means an option to purchase Stock,
         granted under Section 7 herein, which is designated as an incentive
         stock option and is intended to meet the requirements of Section 422 of
         the Code.

3.25     "Key Employee" means an officer or other employee of the Company, who,
         in the opinion of the Committee, can contribute significantly to the
         growth and profitability of, or perform services of major importance
         to, the Company.

3.26     "Nonqualified Stock Option" or "NQSO" means an Option to purchase
         Stock, granted under Section 7 herein, which is not intended to be an
         Incentive Stock Option.

3.27     "Normal Retirement" means the retirement of any Participant under the
         Company's Defined Benefit Retirement Plan at age 65.

3.28     "Option" means an Incentive Stock Option or a Nonqualified Stock
         Option.

3.29     "Other Stock Unit Award" means awards of Stock or other awards that are
         valued in whole or in part by reference to, or are otherwise based on,
         Shares or other securities of the Company.

3.30     "Participant" means a Key Employee or Director who has been granted an
         Award under the Plan.

3.31     "Performance Based Exception" means the performance-based exception
         from the tax deductibility limitations of Code Section 162(m).

3.32     "Performance Measures" mean, unless and until the Committee proposes
         for shareholder approval and the Company's shareholders approve a
         change in the general performance measures set forth in this article,
         the attainment of which may determine the degree of payout and/or
         vesting with respect to Awards which are designed to qualify for the
         Performance-Based Exception, measure(s) chosen from among the following
         alternatives:

         (a)      Total shareholder return (absolute or peer-group comparative)

         (b)      Stock price increase (absolute or peer-group comparative)

         (c)      Dividend payout as a percentage of net income (absolute or
                  peer-group comparative)

         (d)      Return on equity (absolute or peer-group comparative)

         (e)      Return on capital employed (absolute or peer-group
                  comparative)

         (f)      Cash flow, including operating cash flow, free cash flow,
                  discounted cash flow return on investment, and cash flow in
                  excess of cost of capital

         (g)      Economic value added (income in excess of capital costs)

         (h)      Market share

         (i)      Earnings Per Share (absolute or peer-group performance)

         (j)      Growth in Earnings Per Share (absolute or peer-group
                  performance)

         (k)      Net income (either pre-tax or after-tax and either absolute or
                  peer-group performance)

         (l)      Operating earnings, earnings before interest and taxes
                  ("EBIT") and earnings before interest, taxes, depreciation and
                  amortization ("EBITDA") (absolute or peer-group performance)

         (m)      Annual revenues and growth in revenues (absolute or peer-group
                  performance)

3.33     "Performance Award" means a performance-based Award, which may be in
         the form of either Performance Shares or Performance Units.

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                             SBS TECHNOLOGIES, INC.
                      1998 LONG-TERM EQUITY INCENTIVE PLAN

3.34     "Performance Period" means the time period designated by the Committee
         during which performance goals must be met.

3.35     "Performance Share" means an Award, designated as a Performance Share,
         granted to a Participant pursuant to Section 10 herein, the value of
         which is determined, in whole or in part, by the value of Stock in a
         manner deemed appropriate by the Committee and described in the
         Agreement or Sub-Plan.

3.36     "Performance Unit" means an Award, designated as a Performance Unit,
         granted to a Participant pursuant to Section 10 herein, the value of
         which is determined, in whole or in part, by the attainment of
         pre-established goals relating to Company financial or operating
         performance as deemed appropriate by the Committee and described in the
         Agreement or Sub-Plan.

3.37     "Period of Restriction" means the period during which the transfer of
         Shares of Restricted Stock is restricted, pursuant to Section 9 of the
         Plan.

3.38     "Person" shall have the meaning ascribed to such term in Section 3 (a)
         (9) of the Exchange Act and used in Sections 13 (d) and 14 (d) thereof,
         including a "group" as defined in Section 13 (d).

3.39     "Plan" means the SBS Technologies, Inc. 1998 Long-Term Equity Incentive
         Plan as herein described and as hereafter from time to time amended.

3.40     "Restricted Stock" means an Award of Stock granted to a Participant
         pursuant to Section 9 of the Plan.

3.41     "Rule 16b-3" means Rule 16b-3 under Section 16(b) of the Exchange Act
         as adopted in Exchange Act Release No. 34-37260 (May 31, 1996,
         effective August 15, 1996), or any successor rule as amended from time
         to time.

3.42     "Section 162(m)" means Section 162(m) of the Code, or any successor
         section under the Code, as amended from time to time and as interpreted
         by final or proposed regulations promulgated thereunder from time to
         time.

3.43     "Securities Act" means the Securities Act of 1933 and the rules and
         regulations promulgated thereunder, or any successor law, as amended
         from time to time.

3.44     "Stock" or "Shares" means the Common Stock of the Company.

3.45     "Stock Appreciation Right" means the right to receive an amount equal
         to the excess of the Fair Market Value of a share of Stock (as
         determined on the date of exercise) over the Exercise Price of a
         related Option or the Fair Market Value of the Stock on the date of
         grant of the Stock Appreciation Right.

3.46     "Stock Unit Award" means an Award of Common Stock or units granted
         under Section 11 of the Plan.

3.47     "Sub-Plan" means a written document that permits the grant of Awards
         consistent with the provisions of this Plan.

3.48     "Subsidiary" means a corporation in which the Company owns, either
         directly or through one or more of its Subsidiaries, at least 50% of
         the total combined voting power of all classes of stock.

SECTION 4.  ADMINISTRATION

4.1      The Committee. The Plan shall be administered and interpreted by the
         Committee which shall have full authority and all powers necessary or
         desirable for such administration. The express grant in this Plan of
         any specific power to the Committee shall not be construed as limiting
         any power or authority of the Committee. In its sole and complete
         discretion the Committee may adopt, alter, suspend and repeal any such
         administrative rules, regulations, guidelines, and practices governing
         the operation of the Plan as it shall from time to time deem advisable.
         In addition to any other powers and, subject to the provisions of the
         Plan, the Committee shall have

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                             SBS TECHNOLOGIES, INC.
                      1998 LONG-TERM EQUITY INCENTIVE PLAN

         the following specific powers: (i) to determine the terms and
         conditions upon which the Awards may be made and exercised; (ii) to
         determine all terms and provisions of each Agreement and/or Sub-Plan,
         which need not be identical for types of Awards nor for the same type
         of Award to different Participants; (iii) to construe and interpret the
         Agreements, Sub-Plans and the Plan; (iv) to establish, amend, or waive
         rules or regulations for the Plan's administration; (v) to accelerate
         the exercisability of any Award, the length of a Performance Period or
         the termination of any Period of Restriction; and (vi) to make all
         other determinations and take all other actions necessary or advisable
         for the administration of the Plan. The Committee may take action by a
         meeting in person, by unanimous written consent, or by meeting with the
         assistance of communications equipment which allows all Committee
         members participating in the meeting to communicate in oral or written
         form or as permitted by applicable law. The Committee may seek the
         assistance or advice of any persons it deems necessary to the proper
         administration of the Plan.

4.2      Selection of Participants. The Committee shall have sole and complete
         discretion to determine those Key Employees and Directors who shall
         participate in the Plan. The Committee may request recommendations for
         individual Awards from the Chief Executive Officer of the Company and
         may delegate to the Chief Executive Officer of the Company the
         authority to make Awards to Participants who are not Executive Officers
         of the Company, subject to a fixed maximum Award amount for such a
         group and a maximum Award amount for any one Participant, as determined
         by the Committee. Awards made to the Executive Officers shall be
         determined by the Committee.

4.3      Award Agreements and Sub-Plans. Each Award granted under the Plan shall
         be granted either under the terms of an Award Agreement and/or a
         Sub-Plan. Award Agreements and Sub-Plans shall specify the terms,
         conditions and any rules applicable to the Award, including but not
         limited to the effect of transferability, a Change in Control, or
         death, Disability, Divestiture, Early Retirement, Normal Retirement or
         other termination of employment of the Participant of the Award. If the
         Award is granted under the terms of an Award Agreement, the Award
         Agreement shall be signed by an authorized representative of the
         Company and the Participant, and a copy of the signed Award Agreement
         shall be provided to the Participant. If the Award is granted under the
         terms and conditions of a Sub-Plan, the Sub-Plan shall be approved by
         the Committee as an Exhibit to the Plan, and a copy of the Sub-Plan or
         a summary description thereof shall be provided to each Participant.

4.4      Committee Decisions. All determinations and decisions made by the
         Committee pursuant to the provisions of the Plan shall be final,
         conclusive, and binding upon all persons, including the Company, its
         stockholders, employees, Participants, and Designated Beneficiaries,
         except when the terms of any sale or award of shares of Stock or any
         grant of rights or Options under the Plan are required by law or by the
         Articles of Incorporation or Bylaws of the Company to be approved by
         the Company's Board of Directors or shareholders prior to any such
         sale, award or grant.

4.5      Rule 16b-3 and Section 162(m) Requirements. Notwithstanding any other
         provision of the Plan, the Committee may impose such conditions on any
         Award, and the Board may amend the Plan in any such respects, as may be
         required to satisfy the requirements of Rule 16b-3 or Section 162(m).

4.6      Indemnification of Committee. In addition to such other rights of
         indemnification as they may have as Directors or as members of the
         Committee, the members of the Committee shall be indemnified by the
         Company against reasonable expenses incurred from their administration
         of the Plan. Such reasonable expenses include, but are not limited to,
         attorneys' fees, actually and reasonably incurred in connection with
         the defense of any action, suit or proceeding, or in connection with
         any appeal therein, to which they or any of them may be a party by
         reason of any action taken or failure to act under or in connection
         with the Plan or any Award granted or made hereunder, and against all
         amounts reasonably paid by them in settlement thereof or paid by them
         in satisfaction of a judgment in any such action, suit or proceeding,
         if such members acted in good faith and in a manner which they believed
         to be in, and not opposed to, the best interests of the Company.

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                             SBS TECHNOLOGIES, INC.
                      1998 LONG-TERM EQUITY INCENTIVE PLAN

SECTION 5.  ELIGIBILITY

The Committee in its sole and complete discretion shall determine the Key
Employees, including officers and Directors, who shall be eligible for
participation under the Plan, subject to the following limitations: (i) no
member of the Committee or Director shall be eligible to participate under the
Plan except with full Board approval; (ii) no person owning, directly or
indirectly, more than 15% of the total combined voting power of all classes of
Stock shall be eligible to participate under the Plan, and (iii) only Full-time
Employees shall be eligible to participate under the Plan, except that Directors
may be granted Nonqualified Stock Options or Restricted Stock awards.

SECTION 6.  SHARES SUBJECT TO THE PLAN

6.1      Number of Shares. Subject to adjustment as provided in Section 6.4
         herein, the maximum aggregate number of Shares that may be issued
         pursuant to Awards made under the Plan shall not exceed 1,500,000
         Shares of Common Stock, which may be in any combination of Options,
         Restricted Stock, or any other rights or Options. Shares of Common
         Stock may be available from the authorized but unissued Shares of
         Common Stock, or any Shares of Common Stock acquired by the Company,
         including Shares of Common Stock purchased in the open market. Except
         as provided in Section 6.2 and 6.3 herein, the issuance of Shares in
         connection with the exercise of, or as other payment for, Awards under
         the Plan shall reduce the number of Shares available for future Awards
         under the Plan.

6.2      Lapsed Awards of Forfeited Shares. If (i) any Option or other Award
         granted under the Plan terminates, expires, or lapses for any reason
         other than exercise of the Award, or (ii) if Shares issued pursuant to
         the Awards are canceled or forfeited for any reason, such Shares
         subject to such Award shall thereafter again be available for grant of
         an Award under the Plan.

6.3      Delivery of Shares as Payment. If a Participant pays for any Option or
         other Award granted under the Plan or for withholding taxes through the
         delivery of previously acquired shares or withholding of shares of
         Common Stock, or withholding of shares of common stock which otherwise
         would have been issued, the number of shares of Common Stock available
         for Awards under the Plan shall be increased by the number of Shares
         surrendered by the Participant, or withheld, subject to Rule 16b-3 as
         interpreted by the Securities and Exchange Commission or its staff.

6.4      Capital Adjustments. The number and class of Shares subject to each
         outstanding Award, the Option Price and the aggregate number, type and
         class of Shares for which Awards thereafter may be made shall be
         subject to adjustment, if any, as the Committee deems appropriate,
         based on the occurrence of a number of specified and non-specified
         events. Such specified events include but are not limited to the
         following:

         (a)      If the outstanding Shares of the Company are increased,
                  decreased or exchanged through merger, consolidation, sale of
                  all or substantially all of the property of the Company,
                  reorganization, recapitalization, reclassification, stock
                  dividend, stock split or other distribution in respect to such
                  Shares, for a different number or type of Shares, or if
                  additional Shares or new or different Shares are distributed
                  with respect to such Shares, an appropriate and proportionate
                  adjustment shall be made in: (i) the maximum number of shares
                  of Stock available for the Plan as provided in Section 6.1
                  herein, (ii) the type of Shares or others securities available
                  for the Plan, (iii) the number of shares of Stock subject to
                  any then outstanding Awards under the Plan, and (iv) the price
                  (including exercise price) for each share of Stock (or other
                  kind of shares or securities) subject to then outstanding
                  awards, but without change in the aggregate purchase as to
                  which such Options remain exercisable or Restricted Stock
                  releasable.

         (b)      If other events not specified above in this Section 6.4, such
                  as any extraordinary cash dividend, split-up, spin-off,
                  combination, exchange of shares, warrants or rights offering
                  to purchase Common Stock, or other similar corporate event
                  affect the Common Stock such that an

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                             SBS TECHNOLOGIES, INC.
                      1998 LONG-TERM EQUITY INCENTIVE PLAN

                  adjustment is necessary to maintain the benefits or potential
                  benefits intended to be provided under this Plan, then the
                  Committee in its discretion may make adjustments to any or all
                  of (i) the number and type of Shares which thereafter may be
                  optioned and sold or awarded or made subject to Stock
                  Appreciation Rights under the Plan, (ii) the grant, exercise
                  or conversion price of any Award made under the Plan
                  thereafter, and (iii) the number and price (including Exercise
                  Price) of each share of Stock (or other kind of shares or
                  securities) subject to then outstanding Awards, but without
                  change in the aggregate purchase price as to which such
                  Options remain exercisable or Restricted Stock releasable. Any
                  adjustment as provided above shall be subject to any
                  applicable restrictions set forth in Section 13 or in Section
                  162(m).

         (c)      Any adjustment made by the Committee pursuant to the
                  provisions of this Section 6.4, subject to approval by the
                  Board of Directors, shall be final, binding and conclusive. A
                  notice of such adjustment, including identification or the
                  event causing such an adjustment, the calculation method of
                  such adjustment and the change in price and the number of
                  shares of Stock, or securities, cash or property purchasable
                  subject to each Award shall be sent to each Participant. No
                  fractional interests shall be issued under the Plan based on
                  such adjustments, and shall be forfeited.

SECTION 7.  STOCK OPTIONS

7.1      Grant of Stock Options. Subject to the terms and provisions of the Plan
         and applicable law, the Committee, at any time and from time to time,
         may grant Options to Key Employees and Directors as it shall determine,
         provided however, that Directors may only receive NQSO's. The Committee
         shall have sole and complete discretion in determining the type of
         Option granted, the Option Price (as hereinafter defined), the duration
         of the Option, the number of Shares to which an Option pertains, any
         conditions imposed upon the exercisability or transferability of the
         Options, the conditions under which the Option may be terminated and
         any such other provisions as may be warranted to comply with the law or
         rules of any securities trading system or stock exchange.
         Notwithstanding the preceding, grants to Directors must be approved by
         the full Board. Each Option grant shall have such specified terms and
         conditions detailed in an Award Agreement. The Agreement shall specify
         whether the Option is intended to be an Incentive Stock Option within
         the meaning of Section 422 of the Code, or a Nonqualified Stock Option.

7.2      Option Price. The exercise price per share of Stock covered by an
         Option ("Option Price") shall be determined at the time of grant and by
         the Committee, subject to the limitation that the Option Price shall
         not be less than 100% of Fair Market Value of the Common Stock on the
         Grant Date.

7.3      Exercisability. Options granted under the Plan shall be exercisable at
         such times and be subject to such restrictions and conditions as the
         Committee shall determine, which will be specified in the Award
         Agreement and need not be the same for each Participant. However, no
         Option may be exercisable after the expiration of ten years from the
         Grant Date.

7.4      Method of Exercise. Options shall be exercised by the delivery of a
         written notice from the Participant to the Company in the form
         prescribed by the Committee setting forth the number of Shares with
         respect to which the Option is to be exercised, accompanied by full
         payment for the Shares. The Option Price shall be payable to the
         Company in full in cash, or its equivalent, or by delivery of Shares of
         Stock (not subject to any security interest or pledge) or withholding
         (in the case of NQSO=s) shares which would otherwise be acquired upon
         exercise, valued at Fair Market Value at the time of exercise or by a
         combination of the foregoing. In addition, at the request of the
         Participant, and subject to applicable laws and regulations, the
         Company may (but shall not be required to) cooperate in a Cashless
         Exercise of the Option. In addition, any NQSO granted under the Plan
         may provide, at the committee=s discretion, that payment of the
         exercise price may also be made in whole or in part in the form of
         shares of common stock subject to risk of forfeiture or other
         restrictions. As soon as practicable, after receipt of written notice
         and payment, the Company shall deliver to the Participant, Stock
         certificates in an appropriate amount based upon

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                             SBS TECHNOLOGIES, INC.
                      1998 LONG-TERM EQUITY INCENTIVE PLAN

         the number of Shares with respect to which the option is exercised,
         issued in the Participant's name.

7.5      Notice. Each Participant shall give prompt notice to the Company of any
         disposition of Shares acquired upon exercise of an Incentive Stock
         Option if such disposition occurs within either two (2) years after the
         date of grant or one (1) year after the date of transfer of such Shares
         to the Participant upon the exercise of such Incentive Stock Option.

7.6      Maximum Award. Each Participant's Award shall be limited to the maximum
         Award set out in Section 12 of this Plan.

SECTION 8.  STOCK APPRECIATION RIGHTS

8.1      Grant of Stock Appreciation Rights. Subject to the terms and provisions
         of the Plan and applicable law, the Committee at any time and from time
         to time, may grant freestanding Stock Appreciation Rights, Stock
         Appreciation Rights in tandem with an Option, or Stock Appreciation
         Rights in addition to an Option. Stock Appreciation Rights granted in
         tandem with an Option or in addition to an Option may be granted at the
         time of the Option or at a later time.

8.2      Price. The exercise price of each Stock Appreciation Right shall be
         determined at the time of grant by the Committee, subject to the
         limitation that the grant price shall not be less than 100% of Fair
         Market Value of the Common Stock on the Grant Date.

8.3      Exercise. The Participant is entitled to receive an amount equal to the
         excess of the Fair Market Value of a Share over the grant price thereof
         on the date of exercise of the Stock Appreciation Right.

8.4      Payment. Upon exercise of the Stock Appreciation Right, the Participant
         shall be entitled to receive payment from the Company in an amount
         determined by multiplying (a) the difference between the Fair Market
         Value of a Share on the date of Exercise of the Stock Appreciation
         Right over the grant price specified in the Award Agreement by (b) the
         number of Shares with respect to which the Stock Appreciation Right is
         exercised.

8.5      Maximum Award. Each Participant's Award shall be limited to the maximum
         Award set out in Section 12 of this Plan.

SECTION 9.  RESTRICTED STOCK

9.1      Grant of Restricted Stock. Subject to the terms and provisions of the
         Plan and applicable law, the Committee, at any time and from time to
         time, may grant shares of Restricted Stock under the Plan to such
         Participants, and in such amounts and for such duration and/or
         consideration as it shall determine. Participants receiving Restricted
         Stock Awards are not required to pay the Company therefore (except for
         applicable tax withholding) other than the rendering of services and/or
         until other considerations are satisfied as determined by the Committee
         at its sole discretion.

9.2      Restricted Stock Agreement. Each Restricted Stock grant shall be
         evidenced by an Agreement that shall specify the Period of Restriction;
         the conditions which must be satisfied prior to removal of the
         restriction; the number of Shares of Restricted Stock granted; and such
         other provisions as the Committee shall determine. The Committee may
         specify, but is not limited to, the following types of restrictions in
         the Award Agreement: (i) restrictions on acceleration or achievement of
         terms or vesting based on any business or financial goals of the
         Company, including, but not limited to the Performance Measures set out
         in Section 3.33, and (ii) any other further restrictions that may be
         advisable under the law, including requirements set forth by the
         Securities Act, any securities trading system or stock exchange upon
         which such Shares under the Plan are listed.

9.3      Removal of Restrictions. Except as otherwise noted in this Section 9,
         Restricted Stock covered by each Award made under the Plan shall be
         provided and become freely transferable by the

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                             SBS TECHNOLOGIES, INC.
                      1998 LONG-TERM EQUITY INCENTIVE PLAN

         Participant after the last day of the Period of Restriction and/or upon
         the satisfaction of other conditions as determined by the Committee.
         Except as specifically provided in this Section 9, the Committee shall
         have no authority to reduce or remove the restrictions or to reduce or
         remove the Period of Restriction without the express consent of the
         stockholders of the Company. If the grant of Restricted Stock is
         performance based, the total Restricted Period for any or all shares or
         units of Restricted Stock so granted shall be no less than one (1)
         year. Any other shares of Restricted Stock issued pursuant to this
         Section 9 shall provide that the minimum Period of Restrictions shall
         be three (3) years, which Period of Restriction may permit the removal
         of restrictions on no more than one-third (1/3) of the shares of
         Restricted Stock at the end of the first year following the Grant Date,
         and the removal of the restrictions on an additional one-third (1/3) of
         the Shares at the end of each subsequent year. In no event shall any
         restrictions be removed from shares of Restricted Stock during the
         first year following the Grant Date, except in the event of a Change in
         Control.

9.4      Voting Rights. During the Period of Restriction, Participants in whose
         name Restricted Stock is granted under the Plan may exercise full
         voting rights with respect to those Shares.

9.5      Dividends and Other Distributions. During the Period of Restriction,
         Participants in whose name Restricted Stock is granted under the Plan
         shall be entitled to receive all dividends and other distributions paid
         with respect to those Shares. If any such dividends or distributions
         are paid in Shares, the Shares shall be subject to the same
         restrictions on transferability as the Restricted Stock with respect to
         which they were distributed.

9.6      Maximum Award. Each Participant's Award shall be limited to the maximum
         Award set out in Section 12 of this Plan.

SECTION 10.  PERFORMANCE BASED AWARDS

10.1     Grant of Performance Awards. Subject to the terms and provisions of the
         Plan and applicable law, the Committee, at any time and from time to
         time, may issue Performance Awards in the form of either Performance
         Units or Performance Shares to Participants subject to the Performance
         Measures and Performance Period as it shall determine. The Committee
         shall have complete discretion in determining the number and value of
         Performance Units or Performance Shares granted to each Participant.
         Participants receiving Performance Awards are not required to pay the
         Company therefore (except for applicable tax withholding) other than
         the rendering of services.

10.2     Value of Performance Awards. The Committee shall determine the number
         and value of Performance Units or Performance Shares granted to each
         Participant as a Performance Award. The Committee shall set Performance
         Measures in its discretion for each Participant who is granted a
         Performance Award. The extent to which such Performance Measures are
         met will determine the value of the Performance Unit to the Participant
         or the number of Performance Shares earned by the Participant. Such
         Performance Measures may be particular to a Participant, may relate to
         the performance of the Subsidiary or Affiliate which employs him or
         her, may be based on the division which employs him or her, may be
         based on the performance of the Company generally, or a combination of
         the foregoing. The terms and conditions of each Performance Award will
         be set forth in an Agreement and/or a Sub-Plan.

10.3     Settlement of Performance Awards. After a Performance Period has ended,
         the holder of a Performance Share shall be entitled to receive the
         value thereof based on the degree to which the Performance Measures
         established by the Committee and set forth in the Agreement and/or
         Sub-Plan have been satisfied.

10.4     Form of Payment. Payment of the amount to which a Participant shall be
         entitled upon the settlement of a Performance Award shall be made in
         cash, Stock, or a combination thereof as determined by the Committee.
         Payment may be made in a lump sum or installments as prescribed by the
         Committee.

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                             SBS TECHNOLOGIES, INC.
                      1998 LONG-TERM EQUITY INCENTIVE PLAN

10.5     Maximum Award. Each Participant's Award shall be limited to the maximum
         Award set out in Section 12 of this Plan.

SECTION 11.  OTHER STOCK BASED AWARDS

11.1     Grant of Other Stock Based Awards. Subject to the terms and provisions
         of the Plan and applicable law, the Committee, at any time and from
         time to time, may issue to Participants, either alone or in addition to
         other Awards made under the Plan, Stock Unit Awards which may be in the
         form of Common Stock or other securities. The value of each such Award
         shall be based, in whole or in part, on the value of the underlying
         Common Stock or other securities. The Committee, in its sole and
         complete discretion, may determine that an Award, either in the form of
         a Stock Unit Award under this Section 11 or as an Award granted
         pursuant to Sections 7 through 10, may provide to the Participant (i)
         dividends or dividend equivalents (payable on a current or deferred
         basis) and (ii) cash payments in lieu of or in addition to an Award.
         Subject to the provisions of the Plan, the Committee in its sole and
         complete discretion, shall determine the terms, restrictions,
         conditions, vesting requirements, and payment rules (all of which are
         sometimes hereinafter collectively referred to as "rules") of the
         Award. The Award Agreement and/or Sub-Plan shall specify the rules of
         each Award as determined by the Committee. However, each Stock Unit
         Award need not be subject to identical rules.

11.2     Rules. The Committee, in its sole and complete discretion, may grant a
         Stock Unit Award subject to the following rules:

         (a)      Common Stock or other securities issued pursuant to Other
                  Stock Awards may not be sold, transferred, pledged, assigned
                  or otherwise alienated or hypothecated by a Participant until
                  the expiration of at least six months from the Award Date,
                  except that such limitation shall not apply in the case of
                  death of the Participant. All rights with respect to such
                  other Stock Unit Awards granted to a Participant under the
                  Plan shall be exercisable during his or her lifetime only by
                  such Participant or his or her legal guardian.

         (b)      Stock Unit Awards may require the payment of cash
                  consideration by the Participant in receipt of the Award or
                  provide that the Award, and any Common Stock or other
                  securities issued in conjunction with the Award be delivered
                  without the payment of cash consideration.

         (c)      The Committee, in its sole and complete discretion, may
                  establish certain Performance Measures that may relate in
                  whole or in part to receipt of the Stock Unit Awards.

         (d)      Stock Unit Awards may be subject to a deferred payment
                  schedule and/or vesting over a specified employment period.

         (e)      The Committee, in its sole and complete discretion, as a
                  result of certain circumstances, may waive or otherwise
                  remove, in whole or in part, any restriction or condition
                  imposed on a Stock Unit Award at the time of grant.

11.3     Election by Directors. For any service year as a Director of the
         Company, a Director may elect to have up to 100% of the Director's cash
         compensation to be payable by the Company during that year for the
         Director's services as a Director applied to the purchase of shares of
         Common Stock ("Elected Amount"), as provided in this Section. "Service
         year" means the period of a Director's service beginning upon the
         Director's election or appointment and ending at the next meeting of
         shareholders of the Company at which Directors are elected, but will
         never be less than three months. The Director must notify the Board of
         Directors in writing of that election before the first day of the
         service year for which the election is made, or as required by Section
         16(b), (or before such later date as may be approved by the Board of
         Directors). Unless otherwise determined by the Board of Directors, a
         separate election must be made for each service year. An election made
         pursuant to this Section shall be irrevocable from and after the first
         day of that service year; provided, however, that an election made
         during a service year for the remaining portion of that

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                             SBS TECHNOLOGIES, INC.
                      1998 LONG-TERM EQUITY INCENTIVE PLAN

         service year shall be irrevocable from and after the date the election
         is made. Elections shall be made on a form prescribed by the Board of
         Directors.

11.4     Issuance of Shares Pursuant to Election. Promptly following the end of
         each year of a Director's service, the Company shall, subject to the
         provisions of this Section, issue to each Director who elected to
         receive shares of Common Stock, effective as of the last day of that
         service year, a number of whole shares determined by the Board of
         Directors. This issuance shall be deemed to be a separate Share Award
         made to the Director. No fractional shares of Common Stock shall be
         issued to an electing Director by the Company under this Section, and
         no cash payment or other adjustment shall be made in respect of any
         such fractional share that would otherwise be issuable.

11.5     Eligibility of Electing Director. A Director must be serving as a
         Director on the last day of the service year in order to be eligible to
         receive shares of Common Stock pursuant to this Section in respect of
         the Director's Elected Amount, if any, for that service year. Any
         Director who becomes ineligible to receive shares of Common Stock in
         respect of the Director's Elected Amount for a service year because the
         Director's service as a Director terminated before the last day of the
         service year shall be paid any earned amounts of the Elected Amount in
         cash, without interest, as promptly as practicable following the date
         of the termination of service, and the election made by that Director
         with respect to the Elected Amount shall be null and void effective as
         of the date of that termination of service.

11.6     Restrictions on Transfer of Shares. No shares issued to a Director in
         respect of an Elected Amount shall be sold, assigned, transferred,
         pledged or otherwise encumbered or disposed of by the Director, other
         than by will or pursuant to the laws of descent or distribution (unless
         otherwise permitted under Section 16(b), as determined by the Board of
         Directors in its sole discretion, and at the Board's sole option),
         until six months have elapsed from the effective date of issuance of
         those shares. The Company shall hold the certificates representing
         those shares (and any other securities distributed in respect of them)
         for the Director's benefit until the restrictions on transfer have
         lapsed. Subject to the restrictions of this paragraph, a Director shall
         have all rights as a shareholder, including voting rights and the right
         to receive dividends and distributions, with respect to the Director's
         shares.

SECTION 12.  SPECIAL PROVISIONS APPLICABLE TO COVERED PARTICIPANTS

Unless the Committee in its sole discretion determines that any Award made to a
Covered Employee is not intended to qualify for the exemption for
performance-based compensation under Section 162(m), Awards subject to
Performance Measures paid to Covered Participants under this Plan shall be
governed by the conditions of this Section 12 in addition to the requirements of
Sections 9, 10 and 11 above. Should conditions set forth under this Section 12
(when applicable) conflict with the requirements of Sections 9, 10, and 11, the
conditions of this Section 12 shall prevail.

         (a)      Performance Measures for Covered Participants shall be
                  established by the Committee in writing prior to the beginning
                  of the Performance Period, or by such other later date during
                  the Performance Period as may be permitted under Section
                  162(m). Performance Measures for Covered Participants may
                  include alternative and multiple Performance Measures and may
                  be based on one or more business criteria.

         (b)      All Performance Measures must be objective and must satisfy
                  third party "objectivity" standards under Section 162(m).

         (c)      The Performance Measures shall not allow for any discretion by
                  the Committee as to an increase in any Award, but discretion
                  to lower an Award is permissible.

         (d)      The Award and payment of any Award under this Plan to a
                  Covered Participant with respect to the relevant Performance
                  Period shall be contingent upon the attainment of the
                  Performance Measures that are applicable to such Covered
                  Participant. The Committee shall certify in writing prior to
                  payment of any such Award that such applicable Performance

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                             SBS TECHNOLOGIES, INC.
                      1998 LONG-TERM EQUITY INCENTIVE PLAN

                  Measures relating to the Award are satisfied. Approved minutes
                  of the Committee may be used for this purpose.

         (e)      The maximum Award that may be paid to any Covered Participant
                  under the Plan pursuant to Sections 9, 10, and 11 for any
                  Performance Period is $1,500,000. The maximum number of shares
                  of Stock subject to Options, Stock Appreciation Rights and/or
                  Restricted Stock granted to any Covered Participant for any
                  Performance Period shall be 300,000 Shares.

         (f)      All Awards to Covered Participants under this Plan shall be
                  further subject to such other conditions, restrictions, and
                  requirements as the Committee may determine to be necessary to
                  carry out the purpose of this Section 12.

SECTION 13.  GENERAL PROVISIONS

13.1     Withholding. The Company shall have the right to deduct or withhold, or
         require a Participant to remit to the Company, any taxes required by
         law to be withheld with respect to the Awards made under this Plan. In
         the event an Award is paid in the form of Common Stock, the Committee
         may require the Participant to remit to the Company the amount of any
         taxes required to be withheld from such payment in Common Stock, or, in
         lieu thereof the Company may withhold (or the Participant may be
         provided the opportunity to elect to tender) the number of shares of
         Common Stock equal in Fair Market Value to the amount required to be
         withheld.

13.2     No Right to Employment. No granting of an Award shall be construed as a
         right to employment with the Company.

13.3     Rights as Shareholder. Subject to the Award provisions, no Participant
         or Designated Beneficiary shall be deemed a shareholder of the Company
         nor have any rights as such with respect to any shares of Common Stock
         to be provided under the Plan until he or she has become the holder of
         such Shares. Notwithstanding the aforementioned with respect to Stock
         granted under a Restricted Stock Agreement under this Plan, the
         Participant or Designated Beneficiary of such Award shall be deemed the
         owner of such Shares. As such, unless contrary to the provisions herein
         or in any such related Award Agreement, such stockholders shall be
         entitled to full voting, dividend and distribution rights as provided
         any other Company stockholder.

13.4     Construction of the Plan. The Plan, and its rules, rights, Agreements,
         Sub-Plans and regulations, shall be governed, construed, interpreted
         and administered in accordance with applicable Federal laws, or to the
         extent that Federal laws do not apply, the laws of the State of New
         Mexico. In the event any provision of the Plan shall be held invalid,
         illegal or unenforceable, in whole or in part, for any reason, such
         determination shall not affect the validity, legality or enforceability
         of any remaining provision, or portion of provision, of the Plan
         overall, which shall remain in full force and effect.

13.5     Amendment of Plan. The Committee or Board of Directors may amend,
         suspend, or terminate the Plan or any portion thereof at any time,
         provided such amendment is made with shareholder approval if such
         approval is necessary to comply with any tax or regulatory requirement,
         including for these purposes any approval requirement for the
         performance-based compensation exception under Section 162(m). The
         Committee in its discretion may amend the Plan so as to conform with
         local rules and regulations subject to any provisions to the contrary
         specified herein.

13.6     Amendment of Award. At any time and in its sole and complete
         discretion, the Committee may amend any Award for the following
         reasons: (i) additions and/or changes are made to the Code, any federal
         or state securities law, or other law or regulations subsequent to the
         date of grant, and have an impact on the Award; or (ii) for any other
         reason not described in clause (i) provided the Participant gives his
         or her consent to such amendment.

13.7     Exemption from Computation of Compensation for Other Purposes. By
         accepting an Award under this Plan, each Participant agrees that such
         Award shall be considered special incentive compensation and will be
         exempt from inclusion as "wages" or "salary" for purposes of

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                             SBS TECHNOLOGIES, INC.
                      1998 LONG-TERM EQUITY INCENTIVE PLAN

         calculating benefits under pension, profit sharing, disability,
         severance, life insurance, and other employee benefit plans of the
         Company, except as otherwise provided in those benefit plans.

13.8     Legend. In its sole and complete discretion, the Committee may elect to
         legend certificates representing shares of Stock sold or awarded under
         the Plan, to make appropriate references to the restrictions imposed on
         such Shares.

13.9     Executive Officers and Covered Participants. All Award Agreements
         and/or Sub-Plans for Participants subject to Section 16(b) shall be
         deemed to include any such additional terms, conditions, limitations
         and provisions as Rule 16b-3 requires, unless the Committee in its
         discretion determines that any such Award should not be governed by
         Rule 16b-3. All performance-based Awards shall be deemed to include any
         such additional terms, conditions, limitations and provisions as are
         necessary to comply with the performance-based compensation exemption
         of Section 162(m), unless the Committee, in its sole discretion,
         determines that an Award to a Covered Participant is not intended to
         qualify as exempt performance-based compensation.

13.10    Change in Control. In the event of a Change in Control, the Committee
         may, in its sole and complete discretion, accelerate the payment or
         vesting of any Award and release any restrictions on any Awards.

13.11    Divestiture. In the event of a Divestiture, the Committee may, in its
         sole and complete discretion, accelerate the payment or vesting of any
         Award and release any restrictions on any Awards.

13.12    Unfunded Obligation. Nothing in this Plan shall be interpreted or
         construed to require the Company in any manner to fund any obligation
         to the Participants or any Designated Beneficiary. Nothing contained in
         this Plan nor any action taken hereunder shall create, or be construed
         to create a trust of any kind, or a fiduciary relationship between the
         Company and/or the Committee, and the Participants and/or any
         Designated Beneficiary. To the extent that any Participant or
         Designated beneficiary acquires a right to receive payments under this
         Plan, such rights shall be no greater than the rights of any unsecured
         general creditor of the Company.

13.13    Plan Expenses. All reasonable expenses of the Plan shall be paid by the
         Company.