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                  THIRD AMENDMENT TO THAT CERTAIN LEASE AGREEMENT
                                 DATED MAY 25, 1995

     THIS THIRD AMENDMENT ("Amendment") to that certain Lease Agreement dated
May 25, 1995 by and between Firouz D. Memarzadeh and Farah R. Memarzadeh,
husband and wife dba PARS Asset Management Company ("Landlord") and SBS
Technologies,Inc. ("Tenant") is dated 12/3/97, 1997 for references purposes
only.

                              WITNESSETH:

     WHEREAS, PARS Asset Management Company and SBS Engineering, Inc. entered
into a Lease Agreement dated May 25, 1995 and modified by an Amendment to Lease
Agreement dated September 21, 1996, and a Second Amendment to Lease Agreement
dated March 26, 1997 (collectively referred to as "Agreement").

     WHEREAS, AFC-5 LLC, a New Mexico limited liability company ("Landlord") is
the current owner of American Financial Center-5 ("Building") and has been
assigned all rights, title and interest in the Agreement;

     WHEREAS, Tenant desires to lease additional space in the Building.

     NOW, THEREFORE, for valuable consideration in the receipt and adequacy of
which are expressly acknowledged, Landlord and Tenant agree as follows:

     1.   Tenant shall lease the 4th floor of the Building ("4th Floor") which
          consists of approximately 15,741 rentable square feet ("RSF").

     2.   The commencement term of the Amendment shall be January 1, 1998 and
          shall terminate June 30, 2000.

     3.   Landlord shall provide to Tenant $3.00/RSF ($3 x 15,741 = $47,223)
          allowance ("Allowance"). Tenant has submitted, and Landlord has
          approved, a drawing showing the build out (see Exhibit "A"). Tenant,
          at Tenant's sole cost and expense, has contracted with B.R. Gordon
          Construction to do the build out and with DuPont Flooring Systems for
          the floor covering for the 4th Floor. Tenant has verified that no
          special permits are required for the build out. The Allowance shall be
          paid to Tenant upon occupancy of the 4th Floor. Tenant may use the
          Allowance at Tenant's sole and absolute discretion.


                                                                 Page 1 of 2
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     4.   The rent schedule for the 4th Floor and Tenant's existing premises 
          (6th Floor) is as follows:

---------------------------------------------------------------
     PERIOD         4TH FLOOR      6TH FLOOR      TOTAL MONTHLY
                    MONTHLY        MONTHLY             RENT
---------------------------------------------------------------
1/1/98 - 12/31/98   $23,217.98     $21,447.11     $44,665.09
---------------------------------------------------------------
1/1/99 - 12/31/99   $23,873.85     $21,447.11     $45,320.96
---------------------------------------------------------------
1/1/00 - 6/30/00    $24,529.73     $21,447.11     $45,976.84
---------------------------------------------------------------

     5.   Tenant, at it's sole cost and expense, and subject to approvals from
          appropriate governing authorities, may place a sign on the Building at
          a location approved by Landlord. Landlord has approved the size and
          quality of the signage (see Exhibit "B").

     6.   Tenant shall not pay any Project Operating Cost Pass Thrus for the
          term of this Amendment for the 4th Floor. However, among other things,
          the obligations of Tenant regarding Project Operating Cost Pass Thrus
          for the 6th floor remain in full force and effect pursuant to the
          Agreement.

     7.   Landlord is not responsible for payment of any commission in
          connection with this Amendment.

     8.   Upon full execution of this Amendment, the Second Amendment to Lease
          dated March 26, 1997 for the existing Expansion Space (Suite 300)
          shall be terminated. Tenant shall have no further obligation under the
          Second Amendment.

     9.   Except as set forth in this Amendment, all provisions of the Agreement
          shall remain unchanged and in full force and effect.

IN WITNESS WHEREOF, the parties have executed this Amendment on the 3rd day of
December, 1997.

TENANT                                  LANDLORD

SBS TECHNOLOGIES, INC.                  AFC-5, LLC

By:  /s/ J. E. Dixon                    By:  /s/ Firouz D. Memarzadeh
     -----------------------------           --------------------------
                                             Firouz D. Memarzadeh
Its: V.P. Finance & Administration      Its: Manager
     -----------------------------

                                                                 Page 2 of 2
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                                    RIDER NO. 1
                    TO THIRD AMENDMENT TO THAT CERTAIN LEASE
                           AGREEMENT DATED MAY 25, 1995

     This Rider No. 1 is attached to and becomes a part of the Third Amendment
to that Certain Lease Agreement dated May 25, 1995 by and between AFC-5, LLC
("Landlord") and SBS Engineering, Inc. ("Tenant").

     WHEREAS, Tenant assigned all of its rights, titles and interest to that
certain Lease dated May 25, 1995 ("Lease") to SBS Technologies, Inc. by an
Assignment, Assumption and Acknowledgment of Lease on June 30, 1995.

     NOW, THEREFORE, in consideration of the material considerations and
covenants contained herein, the parties agree as follows:

     1.   By Assignment, SBS Technologies, Inc. holds all rights, titles, and
          interest in the Lease and shall be obligated to all the terms and
          conditions of the Lease, Amendment to Lease Agreement dated September
          21, 1996, Second Amendment dated March 26, 1997, Third Amendment dated
          December 3, 1997, and any subsequent amendments to the Lease.

     2.   Except as set forth in this Rider No. 1, all provisions of the Third
          Amendment to that Certain Lease Agreement dated May 25, 1995 shall
          remain unchanged and in full force and effect.

ACKNOWLEDGED AND AGREED:

TENANT: SBS TECHNOLOGIES, INC.          LANDLORD: AFC-5, LLC

By:   /s/ J. E. Dixon                   By:  /s/ Firouz D. Memarzadeh 12/10/97
      ------------------------------         ----------------------------------
Name: J. E. Dixon                            Firouz D. Memarzadeh
      ------------------------------
Its: V.P. Finance & Administration      Its: Manager
     -------------------------------