<PAGE>
                                                                   EXHIBIT 10.bt


                                  AMENDMENT #2

THIS AMENDMENT #2 to Lease ("Amendment #2") is made and entered into this 22nd
day of May, 2002, by and between Oakview Eagan Investors, LLC, a Delaware
limited liability company, as successor in interest to Lutheran Brotherhood, a
Minnesota corporation (hereinafter collectively referred to as the "Lessor") and
SBS Technologies, Inc., Commercial Group, formerly known as Bit 3 Computer
Corporation (hereinafter referred to as the "Lessee") a wholly owned subsidiary
of SBS Technologies, Inc., a New Mexico corporation.

                                   WITNESSETH:

         WHEREAS, Lessor and Lessee entered into that certain lease agreement
dated September 5th, 1997 (the "Original Lease"), and as amended by the
Amendment #1 to Lease dated December 23rd, 1997 ("Amendment #1); hereinafter
collectively referred to with the Original Lease as the "Lease") with regard to
the leasing of approximately 39,576 square feet in the building commonly known
as Oakview Business Center I and II located at Oakview Business Center I, 1284
Corporate Center Drive, Suite 200, Eagan, Minnesota, 55121, as more particularly
described in Exhibit "B" to the Lease (hereinafter referred to as the "Demised
Premises"); and

         WHEREAS, Lessor and Lessee desire to amend the Lease so as to extend
the Term and amend the monthly installments of Base Rent;

         WHEREAS, Lessor and Lessee desire to amend the Lease so as to expand
Lessee's Demised Premises and increase Lessee's proportionate share of Operating
Expenses and Real Estate Taxes as defined in the Lease; and

         WHEREAS, it is intended by this Amendment #2 to amend the Lease;

         NOW THEREFORE, in consideration of the premises, and of the covenants
and agreements herein undertaken to be kept and performed, it is agreed as
follows:

1.       Interpretation of Amendment. This Lease is hereby modified and
         supplemented. Wherever there exists a conflict between this Amendment
         #2 and the Lease, the provisions of this Amendment #2 shall control.
         Unless otherwise indicated, capitalized terms shall be defined in the
         manner set forth in the Lease, as amended.

2.       Demised Premises. Article 1, Demised Premises, of the Amendment #1 is
         hereby deleted and the following is hereby substituted in its place
         "The Demised Premises currently is Suite 200 and consists of
         approximately 39,576 rentable square feet, which consists of 14,803
         rentable square feet of office space and 24,773 rentable square feet of
         warehouse space, (hereinafter collectively, the "Original Demised
         Premises"). The Original Demised Premises shall be expanded by
         approximately 4,075 rentable square feet of office space as depicted on
         Exhibit A attached hereto and made a part hereof (the "Additional
         Demised Premises"). The total rentable leased area of the Demised
         Premises shall be approximately 43,651 rentable square feet, which
         consists of 18,878 rentable square feet of office space and 24,773
         rentable square feet of warehouse space."



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<PAGE>
3.       Term. Article 3, Term, of the Amendment #1 is hereby deleted and the
         following is hereby substituted in its place "Pursuant to the
         provisions of the Lease relating to commencement of the Term thereof,
         Lessor and Lessee, for themselves, their heirs, successors and assigns,
         intending to be legally bound hereby, agree and stipulate that the
         original Term of said Lease shall commence February 1, 1998 and will
         expire on January 31, 2003 (the "Original Term"). The Original Term
         shall be extended for a period of thirty six (36) months commencing on
         February 1, 2003 and will expire on January 31, 2006 or as may be
         extended in accordance with Section 4 of this Amendment #2 (the "Lease
         Extension Term"), unless the Lease shall sooner terminate as provided
         therein. The commencement date of the Additional Demised Premises shall
         commence on the earlier to occur of (i) the date Lessee occupies the
         Additional Demised Premises or (ii) June 15, 2002 (the Additional
         Demised Premises Commencement Date") and will expire on January 31,
         2006 ("Additional Demised Premises Lease Term"), unless the Lease shall
         sooner terminate as provided therein."

4.       Inability to Deliver Possession of Additional Demised Premises. If
         Lessor is unable to give possession of the Additional Demised Premises
         on the Additional Demised Premises Commencement Date for any reason
         other than the result of any act or omission on the part of Lessee, the
         Base Rent and Additional Rent reserved and covenanted to be paid for
         the Additional Demised Premises shall not commence until the date the
         Additional Demised Premises are available for occupancy by Lessee. No
         such failure to give possession on the Additional Demised Premises
         Commencement Date shall subject Lessor to any liability for failure to
         give possession nor shall same affect the validity of this Amendment
         #2. Following the Additional Demised Premises Commencement Date, Lessor
         shall prepare a commencement date letter (the "Commencement Date
         Letter") in the form attached hereto as Exhibit "C" setting forth the
         commencement date of the Additional Demised Premises Lease Term, the
         expiration date of the Lease Extension Term and the Additional Demised
         Premises Lease Term, and confirming Lessee's acceptance of the
         Additional Demised Premises and that Lessor has performed all of its
         obligations with respect to delivery of the Additional Demised
         Premises, except as to any punch list items previously specified in
         writing and related to any construction performed by Lessor. Lessee
         shall execute and deliver the Commencement Date Letter to Lessor within
         ten (10) days after delivery by Lessor.

5.       Base Rent. Article 2, Base Rent ,of the Lease is hereby amended to add
         the following language: "Notwithstanding anything to the contrary in
         the Lease and in lieu of any Base Rent otherwise provided for in the
         Lease beginning on the Additional Demised Premises Commencement Date,
         Lessee shall pay to Lessor, as monthly Base Rent for the Original
         Demised Premises and Additional Demised Premises without any set off or
         deduction therefrom, during the Lease Extension Term and the Additional
         Demised Premises Lease Term payable, in advance on the first day of
         each and every calendar month all at the place and in the manner in the
         Lease provided in accordance with the following schedule:

<Table>
<Caption>
                                            Base Rent Per                      Monthly
     Period                                 Square Foot Per Year               Base Rent
     ------------------------------------   --------------------               ----------------------
<S>                                         <C>                                <C>
     From the Additional Demised Premises
     Commencement Date through and
     including January 31, 2003                $6.35                           $23,098.65

     February 1, 2003 through and
     including February 28, 2003               $0.00                           $     0.00

     March 1, 2003 through and
     including January 31, 2004                $6.00                           $21,825.50

     February 1, 2004 through and
     including January 31, 2005                $6.18                           $22,480.27

     February 1, 2005 through and
     including January 31, 2006                $6.37                           $23,171.41
</Table>



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<PAGE>
6.       Additional Rent. Article 2, Additional Rent, of the Amendment #1 is
         hereby deleted and the following is hereby substituted in its place:
         "Lessee's proportionate share of Additional Rent as defined in Article
         3 of the Lease shall be changed as of the Additional Demised Premises
         Commencement Date to Fifty and 99/100 percent (50.99%) for annual Real
         Estate Taxes and Twenty Seven and 73/100 percent (27.73%) for annual
         aggregate Operating Expenses as defined in the Lease. Notwithstanding
         anything to the contrary contained herein or in the Lease until
         Additional Demised Premises Commencement Date, Lessee's proportionate
         share of Additional Rent as defined in Article 3 of the Lease shall be
         Forty Six and 23/100 percent (46.23%) for annual Real Estate Taxes and
         Twenty Five and 14/100 percent (25.14%) of annual aggregate Operating
         Expenses."

7.       Broker. Lessor shall pay the fees and commissions payable to Welsh
         Companies, LLC, (the "Broker") in connection with this Amendment #2
         pursuant to a separate written agreement between Lessor and Broker.
         Except as expressly set forth above, Lessor and Lessee each represent
         to the other that it has not dealt with any brokers in connection with
         this Amendment #2 . Lessor and Lessee hereby indemnify and hold each
         other harmless against any loss, claim, expense or liability with
         respect to any commissions or brokerage fees claimed by any party who
         claims to have acted through or on behalf of the indemnifying party in
         connection with the Amendment #2.

8.       Leasehold Improvements. Lessor shall complete the leasehold
         improvements to the Additional Demised Premises as set forth in Exhibit
         "B", Work Letter, attached hereto and made a part hereof (the
         "Leasehold Improvements"). Lessor is under no obligation to make any
         structural or other alterations, decorations, additions, or
         improvements in or to Additional Demised Premises except as expressly
         set forth in Exhibit "B". By taking possession of the Additional
         Demised Premises, it shall be conclusive evidence that Lessee has
         inspected the Additional Demised Premises (and has sufficient knowledge
         and expertise to make such inspection or has caused the Additional
         Demised Premises to be inspected on its behalf by one or more persons
         with such knowledge and expertise), that Lessee has accepted the
         Additional Demised Premises as being in good and satisfactory
         condition, suitable for the purposes herein intended and that the same
         comply fully with Lessor's covenants and obligations under the Lease
         with respect to the construction of Leasehold Improvements, except for
         any punch list items agreed to in writing by Lessor and Lessee. Lessee
         acknowledges and agrees that Lessor has made no representation or
         warranty, express or implied, as to the habitability, suitability,
         quality, condition or fitness of the Additional Demised Premises and
         Lessee waives, to the extent



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<PAGE>
         permitted by applicable law, any patent defects in the Additional
         Demised Premises and any claims arising therefrom, save and except
         those arising from any construction or repair obligations of Lessor
         expressly provided for in the Lease.

         Notwithstanding anything contained in the immediately preceding two
         paragraphs to the contrary, Lessor shall provide a one time additional
         lessee improvement allowance of up to Ten Thousand and 00/100 Dollars
         ($10,000.00) for the completion of leasehold improvements within the
         Original Demised Premises (the "Additional Lessee Improvement
         Allowance"). Lessor's Additional Lessee Improvement Allowance shall be
         available to Lessee through and including December 31, 2002. Lessor
         shall pay Lessee within thirty (30) days upon Lessor's receipt of
         Lessee's paid invoices, lien waivers, and other documentation
         reasonably required by Lessor.

9.       Option to Extend. Article 45, Option to Extend, of the Rider to Lease
         shall be deemed terminated by Lessor and Lessee with the execution of
         this Amendment #2 . Therefore, the Lessee's Option to Extend is null
         and void.

10.      Governing Laws. This Amendment #2 shall be governed by and construed
         in accordance with the laws of the State of Minnesota.

11.      Reference to an Effect on the Lease. Upon the effectiveness of this
         Amendment, each reference in the Lease to "the Lease", "hereunder",
         "hereof", "herein", or words of like import referring to the Lease
         shall mean and be a reference to the Lease as amended hereby.

         Except as specifically set forth above, the Lease remains in full force
         and effect and is hereby ratified and confirmed.


         IN WITNESS WHEREOF, Lessor and Lessee have executed this Amendment #2
to Lease as of the day and year first above written.

<Table>
<S>                                              <C>
Lessee:                                          Lessor:
SBS Technologies, Inc., Commercial Group         Oakview Eagan Investors, LLC
Formerly known as Bit 3 Computer Corporation     a Delaware limited liability company


                                                 By: UBS Realty Investors LLC,
                                                     Its Investment Advisor and Agent


By: /s/ James E. Dixon, Jr.                   By: /s/ Heidi Kormann
    ----------------------                        ------------------------------

Name: James E. Dixon Jr.                         Name: Heidi Kormann

Its: CFO                                         Its: Director
</Table>




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