Unassociated Document


    Exhibit
10.1

    


    PURCHASE
AND SALE AGREEMENT

    


    


    THIS PURCHASE AND SALE AGREEMENT (the
“Agreement”) is made as of the 19th day of October, 2009 (the “Effective Date”),
by and between EVANS & SUTHERLAND COMPUTER CORPORATION, a Utah
corporation (the
“Seller”) and WASATCH RESEARCH PARK I, LLC, a Utah limited liability company
(the “Buyer”).

    


    


    RECITALS:

    


    A.           Seller
is the lessee under that certain University of Utah Research Park Master Form
Lease Agreement dated 1 April 1988, as amended by that certain First Addendum to
Lease Agreement dated 31 December 1990 (the “Ground Lease”), whereby Seller has
leased certain real property located at 770 Komas Drive and 790 Komas Drive,
Salt Lake City, Utah, as more particularly described on the attached Exhibit “A”
(the “Real Property”).

    


    B.           The
Lessor of the Real Property under the Ground Lease is the University of Utah
(the “University”).

    


    C.           Pursuant
to the terms of the Ground Lease, the Seller has constructed three commercial
buildings upon the Real Property, which shall be referred to hereafter as (i)
the “770 Komas Drive Building;” (ii) the “790 Komas Drive Building;” and (iii)
the “Substation Building;” and all three (3) buildings, consisting of
approximately 60,021 square feet of leasable space, shall be referred to
hereafter collectively as the “Buildings.”

    


    D.           Seller
desires to sell the Buildings, together with all improvements located thereon,
and all landscaping on the Real Property, by transferring and assigning Seller’s
leasehold interest in the Real Property (the “Leasehold Interest”) pursuant to
the Ground Lease to Buyer; and Buyer desires to purchase such Buildings and
improvements, and to receive an assignment of all of Seller’s right, title and
leasehold interest in the Real Property as the lessee under the Ground
Lease.

    


    E.           Seller
and Buyer have agreed upon the terms and conditions of such purchase and sale,
and desire by this Agreement to memorialize their agreement in
writing.

    


    


    NOW, THEREFORE, in consideration of the
mutual promises and covenants contained herein, and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties do hereby agree as follows:

    


    1.           Purchase
Price.  The Purchase Price (the “Purchase Price”) for the
Leasehold Interest in the Real Property shall be TWO MILLION FIVE HUNDRED
THOUSAND DOLLARS ($2,500,000), which Purchase Price shall be payable in cash at
Closing.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    2.           Deposit.  No
earnest money or other deposit shall be required.

    


    3.           Closing. The purchase and sale
contemplated herein shall be consummated at a closing (the “Closing”) to take
place through an escrow with Landmark Title Company (the “Title
Company”).  The Closing shall occur on a date that is mutually agreed
upon by the Seller and Buyer, which shall be not later than November 13, 2009
(the “Closing Date”).

     

    4.           Document
Inspection.  Not later than seven (7) business days after the
Effective Date, Seller shall deliver or cause to be delivered to Buyer, at no
cost or expense to Buyer, copies of the following documents (collectively
referred to herein as the “Documents”):

     

    (a)           Title
Commitment.  An ALTA Commitment for Title Insurance for an ALTA
standard owner’s policy relating to the Leasehold Interest (the “Commitment”),
issued by the Title Company, together with copies of docu­ments evidencing
each exception to Seller’s Leasehold Interest in the Real Property as set forth
in the Commitment (collectively, the “Exception Documents”).

    


    (b)           Environmental/Engineering/Soils
Report.  Copies of any Phase I or other environmental studies,
and any engineering and/or soils or foundation reports made with respect to the
Real Property that are in the possession or reasonably available to
Seller.

    


    (c)           Tax
Bills.  Copies of the most recent tax bill or other assessments
affecting the Real Property or any personal property located on the Real
Property.

    


    (d)           Survey.  Seller
shall deliver or cause to be delivered to Buyer and Title Company, a copy of any
surveys of the Real Property in Seller’s possession or to which Seller has
reasonable access.

    


    (e)           Existing
Leases.  Seller shall deliver copies of the Ground Lease, and
any and all other leases currently in effect on the Real Property, if
any.

    


    (f)           Protective
Covenants.  Copies of the University’s current protective
covenants that are applicable to the Real Property.

    


    (g)           Other Material
Agreements.  Copies of any other documents reasonably requested
by the Buyer.

    


    5.           Return of
Documents.  If this Agreement is terminated for any reason,
Buyer shall promptly return to Seller all of the Documents in any media or form,
and shall keep no copies of the Documents in any media or form.

    


    6.           Property Access and
Inspections.  Seller agrees to assist and cooperate with Buyer
and its authorized agents, personnel, independent accountants, counsel and
employees, in obtaining access to the Real Property during regular business
hours, for the purposes of making due diligence studies and inspections as
reasonably requested by Buyer.  Buyer shall indemnify and hold Seller
harmless from any loss, cost, damage, liability or expenses resulting from
Buyer’s inspections.

     

    
      
         

      

      
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    7.           Confidentiality.  Buyer
acknowledges the confidential nature of the information and data delivered or to
be delivered to Buyer by Seller and their agents pursuant to this Agreement.
Buyer shall keep all such information and data confidential and shall refrain
from disclosing such information and data to any third party not retained or
utilized by Buyer in connection with this transaction, and shall not use such
information for any purpose other than the completion of this
transaction.  This section shall survive termination of this Agreement
for any reason, and/or Closing.

    


    8.           Due Diligence
Period.  The Buyer shall have until October 23, 2009 (the “Due
Diligence Period”) to evaluate the Documents, the condition of title, to conduct
any tests or inspections upon the Real Property, and to evaluate the condition
of the Buildings and Real Property generally.  In the event that the
Buyer, for any reason whatsoever, elects not to proceed to Closing, then the
Buyer shall provide written notice to Seller prior to the end of the Due
Diligence Period, and this Agreement shall terminate, and the parties shall have
no further duties or obligations to each other.

    


    9.           Title
Documents.  At any time prior to end of the Due Diligence
Period, Buyer may inform the Seller in writing of any objections Buyer has to
the condition of the title to the Seller’s Leasehold Interest in the Real
Property.  In the event that Buyer fails to provide written notice of
objections prior to the end of the Due Diligence Period, Buyer shall be deemed
to accept the condition of title to Seller’s Leasehold Interest in the Real
Property.

    


    (a)           Title
Objections.  Within three (3) business days after Seller’s
receipt of a notice of objection, Seller shall inform Buyer in writing that
either (i) Seller will cure such objections, or (ii) Seller will not cure such
objections, in which event, Buyer shall have the right to terminate this
Agreement.  In the event that Seller fails to provide such written
notice to Buyer within such three (3) business days, Seller shall be deemed to
have elected not to cure such objections.

    


    (b)           Buyer’s Right to
Cancel.  Upon receipt of Seller’s notice that Seller will not
cure Buyer’s title objections (or the failure of Seller to timely provide notice
that it will cure such objections) Buyer shall either (i) provide written notice
to the Seller, at or before Closing, that the Buyer elects to terminate the
Agreement, or (ii) elect to waive its objections to title and proceed to
Closing.

    


    10.           Buyer’s Conditions to
Closing.  Buyer’s obligation to acquire the Leasehold Interest
in the Real Property and consummate the Closing shall be conditioned upon the
satisfaction or waiver by Buyer of the following conditions (collectively,
“Buyer’s Conditions”):

    


    (a)           Condition of
Title.  There have been no changes relating to the condition of
the title of the Leasehold Interest or the Real Property, including, but not
limited to those covenants, conditions, restrictions, rights of way, easements,
reservations and other matters of record disclosed in the
Commitment.  Notwithstanding the foregoing, Buyer shall have the
right, in its sole and absolute discretion, to approve or disapprove any
covenants, conditions, restrictions, rights of way, easements, reservations and
other matters of record that were not set forth in the Commitment any time prior
to the Closing Date.  The exceptions to and matters with respect to
title that Buyer approves shall be referred to herein as “Permitted Title
Exceptions.”

     

    
      
         

      

      
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    (b)           Satisfaction of
Liens.  Seller shall remove at or before Closing and shall
cause the Real Property to be free and clear at Closing of, or the proceeds
otherwise due to Seller hereunder shall be used to remove, any lien encumbering
the Real Property, specifically including any lien that secures the payment of
money, such as mechanic’s and materialmen’s liens, the liens of deeds of trust
and mortgages, liens and judgments of any kind encumbering the Real Property
that may be removed or satisfied by the payment of money, but excluding taxes or
assessments affecting the Real Property which are not yet due and are not shown
as existing liens by the records of any taxing authority that levies taxes or
assessments on real property or by the public record.  In addition,
Seller shall pay and satisfy, at or prior to Closing, all materialmen and
laborers that have supplied labor, services or materials with respect to the
Real Property prior to the Closing Date which might give rise to a mechanic’s or
materialmen’s lien unless such payment is the result of Buyer’s inspection of
the Real Property.

    


    (c)           Financing
Contingency.  Buyer shall have secured financing for the
Purchase Price, upon terms satisfactory to the Buyer, in the exercise of its
sole discretion, and the proceeds of such financing shall be available at
Closing.

    


    (d)           Representations and
Warranties.  Seller’s representations and warranties, as set
forth in this Agreement, shall be true and correct as of the Closing
Date.

    


    (e)           Title
Policy.  At or within a reasonable time after Closing, the
Title Company shall issue an ALTA standard owner’s policy of title insurance
(the “Policy of Title Insurance”), with liability limits equal to the Purchase
Price, insuring Buyer’s right to the Leasehold Interest in the Real Property
free of liens and encumbrances, subject only to (i) the general exclusions and
exceptions common to such form of policy, (ii) current, nondelinquent real
property taxes and assessments; and (iii) the Permitted Title
Exceptions.

    


    (f)           Lease
Agreement.  Seller shall execute and deliver, at Closing, a new
Lease Agreement (the “New Lease”) that shall be effective November ___, 2009,
whereby Seller shall lease the Buildings from Buyer, upon terms that are
mutually acceptable between Seller and Buyer, but which shall include the
following terms:

    


    
      	
               
      

            	
              (1)

            	
              Initial
      annual lease rate of $501,141.60, subject to escalators identical to those
      found in the Ground Lease;

            


    

    


    
      	
               
      

            	
              (2)

            	
              Security
      deposit in the amount of $125,000;

            


    

    


    
      	
               
      

            	
              (3)

            	
              Monthly
      lease payments payable over a term of five (5)
  years;

            


    

    


    
      	
               
      

            	
              (4)

            	
              The
      New Lease shall be a triple net lease;
and

            


    

    


    
      	
               
      

            	
              (5)

            	
              The
      New Lease shall be subject and subordinate to the terms of the Ground
      Lease.

            


    

     

    
      
         

      

      
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    (g)           University
Consent.  Seller shall obtain the written consent of the
University (the “University Consent”), as required by Section 15.1(a) of the
Ground Lease, to Seller’s sale of the Leasehold Interest to the Buyer, which
University Consent must be in writing and delivered to the Buyer at
Closing.

    


    (h)           Marketing
Agreement.  Seller shall execute and deliver at Closing a
Marketing Agreement between Seller and Buyer (the “Marketing Agreement”) in the
form of the Marketing Agreement attached hereto as Exhibit “B.”

    


    11.           Failure of Buyer’s
Conditions.  In the event the Buyer has fully performed this
Agreement, and any of Buyer’s Conditions are not satisfied, deemed satisfied or
waived by Buyer prior to the Closing Date, Buyer may terminate this Agreement,
and in such event, Buyer shall have no further duty or obligation to the Seller
hereunder.  In the event the Buyer has fully performed this Agreement,
and Seller is unwilling or willfully refuses to proceed with Closing, then Buyer
may bring an action against Seller for specific performance by Seller of this
Agreement.

    


    12.           Seller’s Conditions to
Closing.  Seller’s obligation to sell the Leasehold Interest in
the Real Property and consummate the Closing shall be conditioned upon the
satisfaction or waiver by Seller of the following conditions (collectively,
“Seller’s Conditions”):

    


    (a)           Purchase
Price.  Buyer shall have delivered to the Title Company, funds
sufficient to pay the Purchase Price, and Buyer’s share of closing
costs.

    


    (b)           Representations and
Warranties.  Buyer’s representations and warranties, as set
forth in this Agreement, shall be true and correct as of the Closing
Date.

    


    (c)           New
Lease.  Buyer shall have executed and delivered the New Lease
at Closing.

    


    (d)           Marketing
Agreement.  Buyer shall have executed and delivered the
Marketing Agreement at Closing.

    


    (e)           Repurchase
Option.  Buyer shall have executed and delivered a Repurchase
Option Agreement (the “Option Agreement”) at Closing, in the form of the
Repurchase Option Agreement attached hereto as Exhibit “C.”

    


    13.           Pre-Closing
Covenants.  Seller hereby agrees throughout the term of this
Agreement and through Closing, that Seller shall not enter into any contracts
with respect to the Buildings or Real Property requiring notice of cancellation
greater than thirty (30) days.

     

    
      
         

      

      
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    14.           Items to be Delivered by
Seller at Closing.  At the Closing, Seller shall deliver or
cause to be delivered to Buyer the following:

    


    (a)           Special Warranty
Deed.  A duly executed and acknowl­edged special warranty
deed (the “Deed”), conveying the Leasehold Interest in the Real Property to
Buyer free and clear of liens and encumbrances, except the Permitted Title
Exceptions.

    


    (b)           Documents and
Records.  To the extent not previously provided, and to the
extent that they are in Seller’s possession, all licenses, permits, surveys, and
environmental reports relating to the Real Property, which shall be held by the
Buyer subject to the confidentiality provisions of Section 7
above.  Notwithstanding the foregoing, Buyer shall not be entitled to
any of Seller’s books of account and/or financial records relating to Seller’s
entity or other properties.

    


    (c)           Title
Insurance.  The Policy of Title Insurance at or within a
reasonable time after the Closing Date.

    


    (d)           New Lease and Marketing
Agreement.  The New Lease and Marketing Agreement, both
executed by Seller.

    


    (e)           University
Consent.  The University Consent, executed by a duly authorized
representative of the University.

    


    15.           Items to be Delivered by
Buyer.  At the Closing, Buyer shall deliver or cause to be
delivered to Seller the following:

    


    (a)           Purchase
Price.  The Purchase Price, in cash, subject to any Closing
prorations.

    


    (b)           New Lease and Marketing
Agreement.  The New Lease and Marketing Agreement, both
executed by Buyer.

    


    (c)           Option
Agreement.  The Option Agreement, executed by
Buyer.

    


    16.           Prorations.  Buyer
and Seller shall prorate, adjust, charge or credit the following items between
Buyer and Seller as of the Closing Date:

    


    (a)           Taxes and
Insurance.  All real property taxes and assessments, and all
real property insurance premiums shall be prorated as of the Closing
Date.  Any transfer taxes associated with the sale of the Leasehold
Interest in the Real Property shall be the responsibility of the
Seller.

    


    (b)           Other
Expenses.  Any other expenses relating to the Real Property
shall be prorated as of the Closing Date.

     

    
      
         

      

      
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    17.           Possession.  Buyer
shall receive possession of the Buildings and Real Property on the Closing Date,
subject to the terms of the New Lease, pursuant to which Seller shall be allowed
to continue to occupy the Buildings on the Real Property.

    


    18.           Seller’s Closing
Costs.  Seller shall pay (a) its attorney fees in connection
with this Agreement and the transactions contemplated hereby, (b) the cost of a
standard Policy of Title Insurance, (c) all taxes, including excise and transfer
taxes, associated with the sale of the Leasehold Interest in the Real Property,
(d) the cost to record the Deed, and (e) one-half of any Title Company closing
fees.

    


    19.           Buyer’s Closing
Costs.  Buyer shall pay (a) its attorney fees incurred in
connection with this Agreement and the transactions contemplated hereby, (b) any
costs of inspecting the Buildings and Real Property, and (c) one-half of any
Title Company closing fees (not including the cost of the Policy of Title
Insurance, but Buyer shall solely pay any additional costs for extended coverage
or endorsements requested by the Buyer, and Buyer shall also pay the cost of any
lender’s policy of title insurance required by Buyer’s lender).

    


    20.           Seller’s Representations and
Warranties.  Buyer and Seller have entered into this Agreement
on the condition that Seller make the following representations and warranties,
which representations and warranties were and are a material inducement to Buyer
entering into this Agreement, and Buyer would not have entered into this
Agreement except in reliance upon the representations and warranties of Seller
made herein.  Seller hereby makes the following representations and
warranties which are true as of the date of this Agreement and shall be true as
of the Closing Date:

    


    (a)           Notice of
Violation.  Seller has received no notification of any
violation of any city, county, state or federal laws with respect to, or which
would affect the use of, the Buildings or Real Property, or any portion
thereof.

    


    (b)           Compliance with
Law.  To the Knowledge (defined below) of Seller, the Buildings
and the Real Property comply with applicable zoning, building and environmental
laws. Seller has received no written notice that the Buildings or the Real
Property is in violation of any zoning, building or environmental laws. Seller
has received no written notice of, nor does Seller have any Knowledge of, any
pending or threatened action or governmental proceeding in eminent domain,
zoning change, special assessment or rent control which would directly or
indirectly affect the Buildings or the Real Property.  As used in this
Agreement, the term “Knowledge” shall mean actual knowledge of David Bateman or
Paul Dailey.

    


    (c)           Documents.  To
the Knowledge of Seller, the Documents delivered to Buyer are accurate, true and
complete.

    


    (d)           Consents.  All
required approvals or consents have been obtained in connection with the
execution of this Agreement by Seller and with the performance by Seller of its
obligations hereunder.

     

    
      
         

      

      
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    (e)           Contracts.  Except
as otherwise disclosed as part of the Documents, there are no contracts relating
to the maintenance and operation of the Buildings and Real Property to which
Seller is a party, or which Seller has assumed.

    


    (f)           Other
Agreements.  With the exception of the contracts, documents,
understandings, agreements or instruments intended hereby to be satisfied or
released at or prior to the Closing, to the Knowledge of Seller, neither this
Agreement nor the transactions contemplated hereby violates or shall violate any
contract, document, understanding, agreement or instrument to which Seller is a
party or by which Seller may be bound.

    


    (g)           Hazardous
Waste.  To the Knowledge of Seller, except as set forth on the
environmental report(s) to be delivered to Buyer, and other than hazardous
materials disclosed to Buyer, there are no hazardous waste substances located on
the Real Property and Seller has received no notice of any violation or claimed
violation of any laws, rules or regulations relating to hazardous material
located on the Real Property. As used in this Agreement, the term “Hazardous
Material” means any hazardous or toxic substance, material or waste which is
regulated by any local governmental authority, the State of Utah or the United
States Government.

    


    (h)           Adverse
Change.  Seller shall inform Buyer of any material adverse
change in the condition of the Buildings or Real Property of which a Seller is
aware, which occurs at any time after the execution hereof and prior to the
Closing Date.

    


    (i)           Lawsuits.  Seller
has no notice of any pending or threatened lawsuits or asserted or unasserted
claims relating to the Buildings or the Real Property.

    


    (j)           Certification of Non-Foreign
Status.  Seller
is not a “foreign person” as defined in Section 1445 of the Internal Revenue
Code of 1986, as amended, and such warranty will be true as of the Closing date.
If Buyer requests, Seller shall deliver to Buyer at Closing a Certificate of
Non-Foreign Status in a form reasonably acceptable to Buyer at the
Closing.

    


    (k)           Access.  To
the Knowledge of Seller, no facts or conditions currently exist that would
result in the termination of the current access from the Real Property to any
presently existing highways and roads adjoining or situated on the Real
Property, or termination of the current access to existing sewer or other
utility facilities servicing, adjoining or situated on the Real
Property.

    


    (l)           Power.  Seller
has all necessary power and authority to enter into and perform this Agreement
and to sell the Leasehold Interest in the Real Property to Buyer. Seller has all
necessary power and authority to own all the properties owned by it and to carry
on the businesses now conducted or presently proposed to be conducted by
it.

     

    (m)                      Authority.  Seller
is a corporation organized under and in good standing under the laws of the
State of Utah and has been duly authorized to enter into this Agreement and to
sell the Leasehold Interest in the Real Property pursuant to the terms and
conditions hereof, and the parties and persons executing this Agreement on
behalf of Seller have been duly authorized to execute this Agreement and to take
such other actions as may be necessary or appropriate to consummate the
transactions contemplated hereby.

     

    
      
         

      

      
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    (n)           Disclosure.  To
the Knowledge of Seller, neither this Agreement, nor any agreement, certificate,
statement or document furnished in writing by or on behalf of Seller in
connection herewith or therewith contains any untrue statement of a material
fact or omits to state a material fact necessary in order to make the statements
contained herein or therein, in light of the circumstances under which they were
made, not misleading.

     

    (o)           No Undisclosed Liens or
Encumbrances.  To the Knowledge of Seller, the Buildings and
Real Property are not subject to any unrecorded liens or encumbrances; and that
no UCC-1 financing statement has been filed against the Buildings or the Real
Property.

     

    (p)           Mechanic’s
Liens.  To the Knowledge of Seller, as of the date of Closing,
the Buildings and Real Property shall not be subject to any mechanic’s liens or
materialmen’s liens; that any and all construction work on the Buildings and
Real Property shall be paid in full by Seller at or before Closing; and that no
third party shall have any right or claim to any mechanic’s lien or
materialmen’s lien as of the date of Closing, except those claims identified by
the Title Company and paid at Closing.

     

    21.           Survival of Representations
and Warranties.  All of the representations and warranties of
Seller set forth in Section 20 hereof shall survive the Closing. In the event
Buyer learns of any inaccuracy in any of the foregoing representations and
warranties prior to Closing, Buyer may, at Buyer’s option, either terminate the
Agreement, or waive such incorrect representation or warranty and proceed to
close notwithstanding the incorrect representation or warranty.

    


    22.           “As Is” Condition of Real
Property.  With the exception of the representations and
warranties made herein, Buyer acknowledges and agrees that it will be purchasing
the Leasehold Interest in the Real Property based solely upon its inspection and
investigations of the Buildings and Real Property and that Buyer will be
purchasing the Leasehold Interest in the Real Property “AS IS” and “WITH ALL
FAULTS” based upon the condition of the Buildings and Real Property as of the
date of this Agreement.  At Closing, except for those representation
and warranties specifically included in this Agreement, Seller makes no other
representations or warranties regarding the Buildings and Real
Property.

    


    23.           Buyer’s Representations and
Warranties.  Buyer hereby represents and warrants for the
benefit of Seller that the following facts are true as of the date of this
Agreement and shall be true as of the Closing Date, unless otherwise modified in
a writing directed to Seller by Buyer prior to the Closing.  Buyer and
Seller have entered into this Agreement, on the condition that Buyer makes the
following representations and warranties, which representations and warranties
were and are a material inducement to Seller entering into this Agreement, and
Seller would not have entered into this Agreement except in reliance upon the
representations and warranties of Buyer made herein.

     

    
      
         

      

      
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    (a)           Consents.  All
required approvals or consents have been obtained in connection with the
execution of this Agreement by Buyer and with the performance by Buyer of
Buyer’s obligations hereunder.

    


    (b)           Other
Agreements.  To the actual knowledge of the Buyer, neither this
Agreement nor the transactions contemplated hereby violate or shall violate any
contract, document, understanding, agreement or instrument to which Buyer is a
party or by which Buyer may be bound.

    


    (c)           Authority.  Buyer
is a limited liability company organized under and in good standing under the
laws of the State of Utah and has been duly authorized to enter into this
Agreement and to purchase the Leasehold Interest in the Real Property pursuant
to the terms and conditions hereof, and the parties and persons executing this
Agreement on behalf of Buyer have been duly authorized to execute this Agreement
and to take such other actions as may be necessary or appropriate to consummate
the transactions contemplated hereby.

    


    (d)           Adverse
Change.  Buyer shall inform Seller of any material adverse
change in the foregoing representations and warranties of Buyer occurring at any
time after the execution hereof and prior to the Closing Date.

    


    24.           Survival of Representations
and Warranties.  All of the representations and warranties of
Buyer set forth in Section 23 hereof shall survive the Closing.

    


    25.           Brokers.  There
are no real estate broker commissions or fees resulting from this transaction,
and each of Buyer and Seller hereby indemnifies and holds the other of them
harmless from the payment of any such broker fees.

    


    26.           DEFAULT BY
BUYER.  IN THE EVENT OF ANY DEFAULT OF THE BUYER UNDER THE
PROVISIONS OF THIS AGREEMENT, SELLER SHALL HAVE THE RIGHT TO TERMINATE THIS
AGREEMENT, AND BUYER SHALL HAVE NO FURTHER RIGHTS TO PURCHASE THE LEASEHOLD
INTEREST IN THE REAL PROPERTY.  

    


    27.           SELLER’S
DEFAULT.  SELLER’S DEFAULT SHALL BE GOVERNED BY SECTION 11,
ABOVE.

    


    28.           Indemnification.  Seller
hereby agrees to indemnify and hold Buyer harmless from and against any and all
claims, damages, and liabilities, including attorney fees, arising due to events
occurring at the Real Property on or prior to the Closing Date unless caused by
Buyer, its agents, contractors or employees.  Seller further hereby
indemnifies and holds Buyer harmless from and against any claim, damage or
liability resulting from the existence of any unpaid mechanic’s liens or
materialmen’s liens against the Real Property that are not paid or discharged at
or before Closing, together with any and all other claims, damages or
liabilities incurred by Buyer due to any misrepresentation or breach of warranty
of Seller hereunder.  Buyer hereby agrees to indemnify and hold Seller
harmless from and against any and all claims, damages, and liabilities,
including attorney fees, arising due to events occurring at the Real Property
after the Closing Date, unless caused by Seller, its agents, contractors or
employees.

     

    
      
         

      

      
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    29.           Condemnation.  In
the event that the Real Property or any part thereof is materially taken by
condemnation prior to the Closing Date, Buyer shall have the right to terminate
this Agreement by written notice.  In the alternative, Buyer may elect
to complete the transaction on the terms set forth in this Agreement and, in
such event, Buyer shall receive an assignment of such condemnation proceeds as
are allocable to the portion of the Real Property taken.  The term
“materially taken” means a condemnation or taking by eminent domain that results
in the elimination of more than ten percent (10%) of the Real Property or the
elimination of more than ten percent (10%) of the total gross square footage of
the Buildings. The phrase “taking by eminent domain” includes any taking under
eminent domain power, but excludes any claim for inverse
condemnation.

    


    30.           Attorney
Fees.  In the event either party brings suit to enforce or
interpret this Agreement or for damages on account of the breach of a covenant
or representation or warranty contained herein, the prevailing party shall be
entitled to recover from the other party or parties its reasonable attorney fees
and costs incurred in any such action, in addition to other relief to which the
prevailing party is entitled.

    


    31.           Notices.  Any
notice required or permitted to be given by one party to the other may be given
by personal service, facsimile, or mailing. If any notice is deposited into the
custody of Federal Express, United Parcel Service or another overnight courier
service, for overnight delivery, prepaid and addressed to such party at the
address hereinafter specified, such notice shall be effective as of the next
business day following its deposit into the custody of such couriers. All other
notices shall be effective upon receipt. The addresses of the parties for all
purposes under this Agreement shall be:

    


    If to
Buyer:

    


    Wasatch Research Park I,
LLC

    Attention:  Dale
Christiansen

    595 S. Riverwoods Parkway, Ste
400

    Logan,
Utah  84321

    Facsimile:  (435)
755-2045

    


    If to
Seller:

    


    Evans & Sutherland Computer
Corporation

    Attention:  David
Bateman

    770 Komas Drive

    Salt Lake City,
Utah  84108

    Facsimile:  (801)
588-4510

    


    A party may change the address at which
it desires to receive notice upon written notice of such change to the other
party.

     

    
      
         

      

      
        11

        
          

        

      

      
         

      

    

     

    32.           Time of
Essence.  Time is of the essence of this Agreement and each and
every term and provision hereof.

    


    33.           Waiver or
Modification.  No waiver of any breach or default by any party
hereto shall be considered to be a waiver of any other breach or default. A
modification of any provision contained herein, or of any other amendment to
this Agreement, shall be effective only if the modification or amendment is in
writing and signed by each of the Seller and Buyer.

    


    34.           Successors and
Assigns.  This Agreement shall inure to the benefit of, and be
binding upon, the parties hereto and their respective heirs, successors and
assigns; provided, that this provision shall not be construed as permitting
assignment, substitution, delegation or other transfer of rights or
obliga­tions except strictly in accordance with the provisions of the other
Sections of this Agreement.

    


    35.           Integration of Other
Agreements.  This Agreement supersedes all previous contracts,
correspondence and documenta­tion relating to the sale of the Leasehold
Interest in the Real Property. Any oral representa­tions or modifications
concerning this Agreement shall be of no force or effect. This provision shall
survive the Closing.

    


    36.           Counterparts.  This
Agreement may be executed in any number of duplicate originals or counterparts,
each of which shall be of equal force and effect.

    


    37.           Further
Actions.  Buyer and Seller agree to execute such additional
documents and take such further actions as may reasonably be required to carry
out each of the provisions and the intent of this Agreement.

    


    38.           Titles and
Headings.  Titles and headings of para­graphs of this
Agreement are for convenience of reference only and shall not affect the
construction of any provisions of this Agreement.  The Recitals and
other matter preceding the first numbered paragraph are a part of this
Agreement, and incorporated herein by this reference.

    


    39.           Exhibits.  Each
of the exhibits referred to herein and attached hereto is an integral part of
this Agreement and is incorporated herein by this reference.

    


    40.           Pronouns.  All
pronouns and any variations thereof shall be deemed to refer to the masculine,
feminine or neuter, singular or plural, as the identity of the parties may
require.

    


    41.           Authorized
Assignment.  Buyer shall have the right
to assign its rights and obligations hereunder to a related entity of its
choice, and shall have the right to designate the vesting on the Deed. Upon such
assignment, Buyer and its assignee will remain jointly and severally liable on
its obligations hereunder to Seller.

    


    42.           Saturday, Sunday and Legal
Holidays.  If the time for performance of any of the terms,
conditions and provisions hereof shall fall on a Saturday, Sunday or legal
holiday, then the time of such performance shall be extended to the next
business day thereafter.

     

    
      
         

      

      
        12

        
          

        

      

      
         

      

    

     

    43.           Severability.  Whenever
possible, each provision of this Agreement and every related document shall be
interpreted in such manner as to be valid under applicable law; but, if any
provision of any of the foregoing shall be invalid or prohibited under said
applicable law, such provision shall be ineffective to the extent of such
invalidity or prohibition without invalidating the remainder of such provision
or the remaining provisions of this document.

    


    44.           Governing
Law.  This
Agreement shall be governed and construed in accordance with the laws of the
State of Utah without giving effect to the conflicts of laws provisions
thereof.

    


    45.           Risk of
Loss.  The risk of loss or damage to the Buildings or the Real
Property shall be upon the Seller until the Closing Date.

    


    


    IN WITNESS WHEREOF, this Agreement is
executed by Buyer and Seller as of the date first set forth above.

    


    
      
        	 	      
                SELLER:

              	 
	 	 	 
	 	
                EVANS
      & SUTHERLAND COMPUTER CORPORATION

              	 
	 	A
      Utah Corporation	 
	 	 	 
	 	 	 
	
                 

              	
                By:
      

              	/s/ David
      H. Bateman	 
	 	 	      
                David
      H. Bateman, President

              	 


      

    

    
       

      
 

      
        
          	 	      
                        
                    BUYER:

                  

                	 
	 	 	 
	 	
                        
                    WASATCH
      RESEARCH PARK I, LLC

                  

                	 
	 	      
                  A
      Utah Limited Liability Company

                	 
	 	 	 
	 	 	 
	
                   

                	
                  By:
      

                	/s/ Dale
      Christiansen	 
	 	 	      
                  Dale
      Christiansen, Manager

                	 


        

      

       

      
        
           

        

        
          13

          
            

          

        

        
           

        

      

    

     

    EXHIBIT
“A”

    


    


    REAL
PROPERTY DESCRIPTION

     

    


    Beginning
at a point which is N 22o00’00” W, 179.000 feet from a point on the North line
of Sunnyside Avenue, said point being S 89o59’50” W 761.997 feet and N 00o00’10”
W 58.200 feet from the Salt Lake City survey monument at the intersection of
Sunnyside Avenue and Padley Street, said monument is located S 65o48’24” W
3622.620 feet and East 97.000 feet and South 58.200 feet from the Southeast
corner of Section 3, Township 1 South, Range 1 East, Salt Lake Base and Meridian
and running thence:

    S
61o09’35” W, 166.781 feet; thence,

    N
52o49’31” W, 103.650 feet; thence,

    N
12o49’54” W, 461.520 feet; thence,

    N
43o19’53” W, 315.935 feet; thence,

    N
44o00’00” E, 123.669 feet; along the radial line to a point on a curve; thence,
Southeasterly along the arc of the 212.4714 foot radius curve to the left, arc
length=274.416 feet, chord length = 255.737 feet (chord bearing = S 83o00’00” E)
tangent length = 160.109 feet, central angle = 74o00’00”; thence, along the
radial line S 33o00’00” E, 20.500 feet to the point of tangency;
thence,

    N
60o00’00” E, 71.108 feet; thence,

    S
49o00’00” E, 33.554 feet; thence,

    S
60o00’00” W, 11.730 feet; thence,

    S
22o00’00” E, 550.000 feet; thence,

    S
23o00’00” W, 217.000 feet; to the point of beginning.

    Said
Parcel of ground contains 5.922 acres.