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                               EMPLOYMENT AGREEMENT

SBS TECHNOLOGIES, INC. ("Company") and JAMES E. DIXON, JR. ("Employee") agree:


1.    EMPLOYMENT.  Company employs Employee for the period beginning on the
      date of this Employment Agreement and ending upon discharge or
      resignation of Employee (the "Employment Period"). During the Employment
      Period, Employee will serve in the capacities determined by the Company.
      Employee 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.    REIMBURSEMENT OF EXPENSES.  Company recognizes that Employee in
      performing Employee's duties hereunder, may be required to spend sums of
      money in connection with those duties for the benefit of Company.
      Employee may present to Company an itemized voucher listing expenses
      paid by Employee in the performance of Employee's duties on behalf of
      Company, and on presentation of such itemized voucher, Company will
      reimburse Employee for all reasonable expenses itemized thereon,
      including, but not limited to, travel, meals, lodging, entertainment,
      and promotion with respect to all activities approved in advance by the
      Company. Employee may receive advances from Company for anticipated
      expenses. Employee agrees that the amount by which an advance exceeds
      actual expenses ("Amount") will be promptly refunded to Company upon
      determination by Company that it is due, that the Amount may be deducted
      from any payments of any nature (including without limitation salary)
      owed by Company to employee, and that the Amount will constitute a debt
      from Employee to Company, enforceable by Company in all respects as if
      Employee had executed a promissory note or other instrument
      acknowledging the debt, bearing interest at a rate of 10% per year from
      the date repayment is due and payable in full on demand without set-off
      or deduction.

3.    SICK LEAVE AND DISABILITY.  Employee will be entitled to sick leave for
      the number of days determined by Company ("Sick Leave"). Employee will
      be considered to be disabled during any period in excess of Sick Leave
      during which Employee is unable to work because of illness or incapacity
      ("Disability Period"). Employee will be entitled to receive Employee's
      full salary during Sick Leave and will be deemed to be on leave, without
      pay, during the Disability Period. If Employee is unable to work for a
      period in excess of 180 days, the Employee, at the discretion of the
      Board of Directors of Company, will be considered to have resigned. In
      no event will Employee be entitled to payment or other compensation for
      unused Sick Leave or Disability Period, unless required by law or
      otherwise provided in a policy or employment manual adopted by the Board
      of Directors of Company.

4.    RESTRICTIONS.  Employee may not during the Employment Period, directly
      or indirectly, own, manage, operate, invest in, control, be employed by,
      participate in, be a financial sponsor of, or be connected in any manner
      with the ownership, management, operation or control of any business
      which competes with a business conducted by Company at any time during
      the Employment Period or a business which Employee knows, during the
      Employment Period, that Company intends to conduct. The ownership
      restriction applies, however, only in the Employee owns a beneficial
      interest of 5% or more the capital or profits of the business.




EMPLOYMENT AGREEMENT - PAGE 1



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5.   RESIGNATION AND DISCHARGE.  Employee may resign by giving two weeks'
     written notice to Company before resigning. Employee's death will
     constitute a resignation. Company may discharge Employee without cause
     upon two weeks' notice. If the Employment Period is terminated by
     resignation or discharge without cause, Employee will be paid Employee's
     salary on a pro-rata basis through the effective date of resignation or
     discharge ("Effective Date"), and if requested by Company, employee will
     continue to render Employee's services through the Effective Date. If
     Employee refuses, upon Company's requests, or fails to render services
     competently and in good faith to the Company's benefit through the
     Effective Date, Company may deem the Effective Date to be the date of
     refusal or failure, as the case may be. If during the Employment Period,
     Employee violates any provision or restriction or fails to perform any
     obligation contained in this Employment Agreement or in any Company
     policy or Company employment manual or practice, or, unless otherwise
     provided by Company policy or Company employment manual, (a) is
     reasonably believed by Company (i) to have failed to comply with any
     employment or nondiscrimination or similar law, regulation or policy,
     (ii) to abuse, as determined by the Company, alcohol or to use drugs,
     (other than as prescribed by Employee's physician), or (b) refuses to
     submit to testing for alcohol or drugs, or (c) is reasonably believed by
     Company to have committed or is charged with any felony or misdemeanor
     (except minor traffic violations and similar offenses), Company may
     immediately discharge Employee without liability for salary after the
     date of the discharge and without any other liability to Employee. In no
     event Employee be entitled, upon resignation or discharge with or
     without cause, to payment for sick leave or similar benefits of any kind
     unless required by law or otherwise provided in a policy or employment
     manual adopted by the Board of Directors of Company.

6.   CONFIDENTIAL INFORMATION.  Employee acknowledges and recognizes that
     Employee is, or will be employed by Company in a confidential
     relationship and may receive and have access to the confidential
     business information; customer names, contracts and other customer data,
     business methods, techniques and trade secrets of Company ("Confidential
     Information"). Employee 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 ("Company
     Inventions"). Employee may participate with Company in improving and
     developing Confidential Information and Company Inventions. Confidential
     Information and Company Inventions developed on behalf of Company are
     neither commonly 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 the Confidential Information or
     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 or after the
     Employment Period, 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 kind, and all copies thereof, that may be in the
     possession of, or under the control of, Employee's pertaining to
     Company's business including any that contain any Confidential
     Information or Company Inventions.

7.   PERSONNEL POLICIES.  Company's personnel policies apply to all Company's
     employee's 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


EMPLOYMENT AGREEMENT - Page 2





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     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.

8.   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.

9.   BINDING EFFECT.  This Employment Agreement constitutes the entire
     understanding of all parties, may be modified only in writing, is
     governed by laws of New Mexico, and will bind and inure to the benefit of
     Employee and Employee's personal representative and Company and
     Company's successors and assigns.


                    DATED: August 8, 1995


                                            COMPANY:

                                            SBS TECHNOLOGIES, INC.



                                            BY: /s/ Christopher J. Amenson
                                               ----------------------------
                                               Christopher J. Amenson, President



                                            EMPLOYEE:


                                            /s/ James E. Dixon, Jr.
                                            -------------------------------
                                            James E. Dixon, Jr.











EMPLOYMENT AGREEMENT - Page 3