Exhibit
10.30


 


[PORTIONS
OF THIS EXHIBIT HAVE BEEN REDACTED PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.]


 


	
   WELLS FARGO

  	
   

  	
  SECURITY AGREEMENT

  SPECIFIC RIGHTS TO PAYMENT

  	
   

  



 


1.                                       GRANT OF SECURITY INTEREST. For valuable
consideration, the undersigned EVANS & SUTHERLAND COMPUTER CORPORATION, or
any of them (“Debtor”), hereby grants and transfers to WELLS FARGO BANK
NATIONAL ASSOCIATION (“Bank”) a security interest in the following accounts,
deposit accounts, chattel paper (whether electronic or tangible), Instruments,
promissory notes, documents, general intangibles, payment intangibles,
software. letter of credit rights, health-care
insurance receivables and other rights to payment (collectively called “Collateral”):


 


Account
No. XXXXXX issued by or maintained with Bank, however evidenced, and all
monies, now or hereafter deposited therein and due or to become due and payable
thereon, and all instruments, documents, claims and rights to payment with
respect thereto, and replacements, substitutions and renewals thereof,


 


and
all renewals thereof, including all securities, guaranties, warranties,
indemnity agreements, insurance policies, supporting obligations and other
agreements pertaining to the same or the property described therein, together with whatever Is
receivable or received when any of the Collateral or proceeds thereof are sold,
collected, exchanged or otherwise disposed of, whether such disposition is
voluntary or involuntary, including without limitation,- all rights
to payment, including returned premiums, with respect to any insurance relating
to any of the foregoing, and all rights to payment
with respect to any claim or cause of action affecting or relating to any of
the foregoing (hereinafter called “Proceeds”).


 


2.                                       OBLIGATIONS SECURED. The obligations secured hereby are the payment and performance of: (a) all
present and future Indebtedness of Debtor to Bank; (b) all obligations of
Debtor and rights of Bank under this Agreement; and (c) all present and future
obligations of Debtor to Bank of other kinds. The word “Indebtedness” is used
herein in its most comprehensive sense and includes any and all advances,
debts, obligations and liabilities of Debtor, or any of them, heretofore, now
or hereafter made, incurred or created, whether voluntary or involuntary and
however arising, whether due or not due, absolute or contingent, liquidated or
unliquidated, determined or undetermined, and whether Debtor may be liable
individually or jointly, or whether recovery upon such Indebtedness may be or
hereafter becomes unenforceable.


 


3.                                       TERMINATION. This Agreement will terminate
upon the performance of all obligations of Debtor to Bank, including without
limitation, the payment of all Indebtedness of Debtor to Bank, and the
termination of all commitments of Bank to extend credit to Debtor, existing at
the time Bank receives written notice from Debtor of the termination of this
Agreement.


 


4.                                       OBLIGATIONS OF BANK. Bank has no obligation
to make any loans hereunder. Any money received by Bank in respect of the
Collateral may be deposited, at Bank’s option, into a non-interest bearing
account over which Debtor shall have no control, and the same shall, for all
purposes, be deemed Collateral hereunder.


 


5.                                       REPRESENTATIONS AND WARRANTIES. Debtor
represents and warrants to Bank that: (a) Debtor’s legal name is exactly as set
forth on the first page of this Agreement, and all of Debtor’s organizational
documents or agreements delivered to Bank are complete and accurate in every
respect; (b) Debtor is the owner and
has possession or control of the Collateral and Proceeds; (c) Debtor has the
exclusive right to grant a security interest in the Collateral and Proceeds;
(d) all Collateral and Proceeds are genuine, free from liens, adverse claims,
setoffs, default, prepayment, defenses and conditions precedent of any kind or
character, except the lien created hereby or as otherwise agreed to by Bank, or
heretofore disclosed by Debtor to Bank, in writing; (e) all statements
contained herein and, where applicable, in the Collateral are true and complete
in all material respects; (f) no financing statement covering any of the
Collateral or Proceeds, and naming any secured party other than Bank, is on
file in any public office; (g) all persons appearing to be obligated on
Collateral and Proceeds have authority and capacity to contract and are bound
as they appear to be; (h) all property subject to chattel paper has been
properly registered and filed in compliance with law and to perfect the
interest of Debtor


 










[XXXXX
– REDACTED PURSUANT TO REQUEST FOR CONFIDENTIAL TREATMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION.]


 


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in
such property; and (i) all Collateral and Proceeds comply with all applicable
laws concerning form, content and manner of preparation and execution,
Including where applicable Federal Reserve Regulation Z and any State consumer
credit laws.


 


6.                                       COVENANTS OF DEBTOR.


 


6.1                                 Debtor Agrees in general: (a) to pay
Indebtedness secured hereby when due; (b) to indemnify Bank against all losses,
claims, demands, liabilities and expenses of every kind caused by property
subject hereto; (c) to pay all costs and expenses, including reasonable
attorneys’ fees, incurred by Bank in the perfection and preservation of the
Collateral or Bank’s interest therein and/or the realization, enforcement and
exercise of Bank’s rights, powers and remedies hereunder, (d) to permit Bank to
exercise its powers; (e) to execute and deliver such documents as Bank deems
necessary to create, perfect and continue the security interests contemplated
hereby; (f) not to change its name, and as applicable, its chief executive
office, its principal residence or the jurisdiction in which it is organized
and/or registered without giving Bank prior written notice thereof; (g) not to
change the places where Debtor keeps any Collateral or Debtors records
concerning the Collateral and Proceeds without giving Bank prior written notice
of the address to which Debtor is moving same; and (h) to cooperate with Bank
in perfecting all security interests granted herein and in obtaining such
agreements from third parties as Bank deems necessary, proper or convenient in
connection with the preservation, perfection or enforcement of any of Its
rights hereunder.


 


6.2                                 Debtor agrees with regard to the Collateral
and Proceeds, unless Bank agrees otherwise in writing: (a) that Bank is
authorized to file financing statements in the name of Debtor to perfect Bank’s
security interest in Collateral and Proceeds; (b) where applicable, to insure
the Collateral with Bank named as loss payee, in form, substance and amounts,
under agreements, against risks and liabilities, and with insurance companies
satisfactory to Bank; (c) not to permit any security interest in or lien on the
Collateral or Proceeds, except in favor of Bank; (d) not to sell, hypothecate
or otherwise dispose of, nor permit the transfer by operation of law of, any of
the Collateral or Proceeds or any interest therein, nor withdraw any funds from
any deposit account pledged to Bank hereunder; (e) to keep, in accordance with
generally accepted accounting principles, complete and accurate records
regarding all Collateral and Proceeds, and to permit Bank to inspect the same
and make copies thereof at any reasonable time; (f) if requested by Bank, to
receive and use reasonable diligence to collect Proceeds, in trust and as the
property of Bank, and to immediately endorse as appropriate and deliver such
Proceeds to Bank daily in the exact form in which they are received together with
a collection report in form satisfactory to Bank; (g) not to commingle
Collateral or Proceeds, or collections thereunder, with other property; (h) in
the event Bank elects to receive payments of Collateral or Proceeds hereunder,
to pay all expenses incurred by Bank in connection therewith, including
expenses of accounting, correspondence, collection efforts, reporting to
account or contract debtors, filing, recording, record keeping and expenses
incidental thereto; and (i) to provide any service and do any other acts which
may be necessary to keep all Collateral and Proceeds free and clear of all
defenses, rights of offset and counterclaims.


 


7.                                       POWERS OF BANK. Debtor appoints Bank its true
attorney-in-fact to perform any of the following powers, which are coupled with
an interest, are irrevocable until termination of this Agreement and may be
exercised from time to time by Bank’s officers and employees, or any of them,
whether or not Debtor is in default: (a) to perform any obligation of Debtor
hereunder in Debtors name or otherwise; (b) to give notice to account debtors
or others of Bank’s rights in the Collateral and Proceeds, to enforce or
forebear from enforcing the same and make extension or modification agreements
with respect thereto; (c) to release persons liable on Collateral or Proceeds
and to give receipts and acquittances and compromise disputes in connection
therewith; (d) to release or substitute security; (e) to resort to security in
any order; (f) to prepare, execute,
file, record or deliver notes, assignments, schedules, designation statements,
financing statements, continuation statements, termination statements,
statements of assignment, applications for registration or like papers to
perfect, preserve or release Bank’s interest in the Collateral and Proceeds;
(g) to receive, open and read mail addressed to Debtor, (h) to take cash,
instruments for the payment of money and other property to which Bank is
entitled; 0) to verify facts
concerning the Collateral and Proceeds by inquiry of obligors thereon, or
otherwise, in its own name or a fictitious name; (j) to endorse, collect,
deliver and receive payment under instruments for the payment of money
constituting or relating to Proceeds; (k) to prepare, adjust, execute, deliver
and receive payment under insurance


 


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claims,
and to collect and receive payment of and endorse any instrument in payment of
loss or returned premiums or any other insurance refund or return, and to apply
such amounts received by Bank, at Bank’s sole option, toward repayment of the
Indebtedness; (I) to exercise all rights, powers and remedies which Debtor
would have, but for this Agreement, with respect to all Collateral and Proceeds
subject hereto; (m) to make withdrawals from and to close deposit accounts or
other accounts with any financial institution, wherever located, into which
Proceeds may have been deposited, and to apply funds so withdrawn to payment of
the Indebtedness; (n) to preserve or release the interest evidenced by chattel
paper to which Bank is entitled hereunder and to endorse and deliver any
evidence of title incidental thereto; and (o) to do all acts and things and
execute all documents in the name of Debtor or otherwise, deemed by Bank as
necessary, proper and convenient in connection with the preservation,
perfection or enforcement of its rights hereunder.


 


8.                                       PAYMENT OF PREMIUMS, TAXES, CHARGES, LIENS
AND ASSESSMENTS. Debtor agrees to pay, prior to delinquency, all insurance
premiums, taxes, charges, liens and assessments against the Collateral and
Proceeds, and upon the failure of Debtor to do so, Bank at its option may pay
any of them and shall be the sole judge of the legality or validity thereof and
the amount necessary to discharge the same. Any such payments made by Bank
shall be obligations of Debtor to Bank, due and payable immediately upon
demand, together with interest at a rate determined in accordance with the
provisions of this Agreement, and shall be secured by the Collateral and
Proceeds, subject to all terms and conditions of this Agreement.


 


9.                                       EVENTS OF DEFAULT. The occurrence of any of
the following shall constitute an “Event of Default” under this Agreement (a)
any default in the payment or performance of any obligation, or any defined
event of default, under (i) any contract or instrument evidencing any
Indebtedness, or (ii) any other agreement between Debtor and Bank, including
without limitation any loan agreement, relating to or executed in connection
with any Indebtedness; (b) any representation or warranty made by Debtor herein
shall prove to be incorrect, false or misleading in any material respect when
made; (c) Debtor shall fail to observe or perform any obligation or agreement
contained herein; (d) any impairment of the rights of Bank in any Collateral or
Proceeds or any attachment or like levy on any property of Debtor; and (e)
Bank, in good faith, believes any or all of the Collateral and/or Proceeds to
be in danger of misuse, dissipation, commingling, loss, theft, damage or
destruction, or otherwise in jeopardy or unsatisfactory In character or value.


 


10.                                 REMEDIES. Upon the occurrence of any Event of
Default, Bank shall have the right to declare immediately due and payable all
or any Indebtedness secured hereby and to terminate any commitments to make
loans or otherwise extend credit to Debtor. Bank shall have all other rights,
powers, privileges and remedies granted to a secured party upon default under
the Utah Uniform Commercial Code or otherwise provided by law; including
without limitation, the right (a) to contact all persons obligated to Debtor on
any Collateral or Proceeds and to instruct such persons to deliver all
Collateral and/or Proceeds directly to Bank, and (b) to sell, lease, license or
otherwise dispose of any or all Collateral. All rights, powers, privileges and
remedies of Bank shall be cumulative. No delay, failure or discontinuance of
Bank in exercising any right, power, privilege or remedy
hereunder shall effect or operate as a waiver of such right power, privilege or
remedy; nor shall any single or partial exercise of any such right, power,
privilege or remedy preclude, waive or otherwise affect any other or further
exercise thereof or the exercise of any other right, power, privilege or
remedy. Any waiver, permit, consent or
approval of any kind by Bank of any default hereunder, or any such waiver of
any provisions or conditions hereof, must be in writing and shall be effective
only to the extent set forth in writing. It is agreed that public or private
sales or other dispositions, for cash or on credit, to a wholesaler or retailer
or investor, or user of property of the types subject to this Agreement, or
public auctions, are all commercially reasonable since differences in the
prices generally realized in the different kinds of dispositions are ordinarily
offset by the differences in the costs and credit risks of such dispositions.


 


While
an Event of Default exists: (a) Debtor will deliver to Bank from time to time,
as requested by Bank, current lists of all Collateral and Proceeds; (b) Debtor
will not dispose of any Collateral or Proceeds except on terms approved by
Bank; (c) Bank may, at any time and at Bank’s sole option, liquidate any time deposits
pledged to Bank hereunder and apply the Proceeds thereof to payment of the
Indebtedness, whether or not said time deposits have matured and
notwithstanding the fact that such liquidation may give rise to penalties for
early withdrawal of funds; and (d) at Bank’s request, Debtor will assemble and
deliver all Collateral and Proceeds, and


 


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books and records pertaining thereto, to Bank at a
reasonably convenient place designated by Bank. Debtor further agrees that Bank
shall have no obligation to process or prepare any Collateral for sale or other
disposition.


 


11.                                 DISPOSITION OF COLLATERAL AND PROCEEDS;
TRANSFER OF INDEBTEDNESS. In disposing of Collateral hereunder, Bank may
disclaim all warranties of title, possession, quiet enjoyment and the like. Any
proceeds of any disposition of any Collateral or Proceeds, or any part thereof,
may be applied by Bank to the payment of expenses incurred by Bank in
connection with the foregoing, including reasonable attorneys’ fees, and the
balance of such proceeds may be applied by Bank toward the payment of the
Indebtedness in such order of application as Bank may from time to time elect.
Upon the transfer of all or any part of the Indebtedness, Bank may transfer all
or any part of the Collateral or Proceeds and shall be fully discharged
thereafter from all liability and responsibility with respect to any of the
foregoing so transferred, and the transferee shall be vested with all rights
and powers of Bank hereunder with respect to any of the foregoing so
transferred; but with respect to any Collateral or Proceeds not so transferred
Bank shall retain all rights, powers, privileges and remedies herein given.


 


12.                                 STATUTE OF LIMITATIONS. Until all
Indebtedness shall have been paid in full and all commitments by Bank to extend
credit to Debtor have been terminated, the power of sale or other disposition
and all other rights, powers, privileges and remedies granted to Bank hereunder
shall continue to exist and may be. exercised by Bank
at any time and from time to time irrespective of the fact that the
Indebtedness or any part thereof may have become barred by any statute of
limitations, or that the personal liability of Debtor may have ceased, unless
such liability shall have ceased due to the payment in full of all Indebtedness
secured hereunder.


 


13.                                 MISCELLANEOUS. When there is more than one
Debtor named herein: (a) the word “Debtor” shall mean all or any one or more of
them as the context requires; (b) the obligations of each Debtor hereunder are
joint and several; and (c) until all Indebtedness shall have been paid in full,
no Debtor shall have any right of
subrogation or contribution, and each Debtor hereby waives any benefit of or
right to participate in any of the Collateral or Proceeds or any other security
now or hereafter held by Bank. Debtor hereby waives any right to require Bank to (I) proceed against
Debtor or any other person, (ii) proceed against or exhaust any security from
Debtor or any other person, (iii) perform any obligation of Debtor with respect
to any Collateral or Proceeds, and (d) make any presentment or demand, or give
any notice of nonpayment or nonperformance, protest, notice of protest or
notice of dishonor hereunder or in connection with any Collateral or Proceeds.
Debtor further waives any right to direct the application of payments or
security for any Indebtedness of Debtor or indebtedness of customers of Debtor.


 


14.                                 NOTICES. All notices, requests and demands
required under this Agreement must be in writing, addressed to Bank at the
address specified in any other loan documents entered into between Debtor and
Bank and to Debtor at the address of its chief executive office (or principal
residence, if applicable) specified below or to such other address as any party
may designate by written notice to each other party, and shall be deemed to
have been given or made as follows: (a) if personally delivered, upon delivery;
(b) if sent by mail, upon the earlier of the date of receipt or 3 days after deposit
in the U. S. mail, first class and postage prepaid; and (c) if sent by
telecopy, upon receipt.


 


15.                                 COSTS, EXPENSES AND ATTORNEYS’ FEES. Debtor
shall pay to Bank immediately upon demand the full
amount of all payments, advances, charges, costs and expenses, including
reasonable attorneys’ fees (to include outside counsel fees and all allocated
costs of Bank’s in-house counsel), expended or incurred by Bank In exercising
any right, power, privilege or remedy conferred by this Agreement or in the
enforcement thereof, whether incurred at the trial or appellate level, in an
arbitration proceeding or otherwise, and including any of the foregoing
incurred in connection with any bankruptcy proceeding (including without
limitation, any adversary proceeding, contested matter or motion brought by
Bank or any other person) relating to Debtor or in any way affecting any of the
Collateral or Bank’s ability to exercise any of its rights or remedies with
respect thereto. All of the foregoing shall be paid by Debtor with interest
from the date of demand until paid in full at a rate per annum equal to the greater of ten percent (10%) or Bank’s Prime Rate in effect
from time to time.


 


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16.                                 SUCCESSORS; ASSIGNS; AMENDMENT. This
Agreement shall be binding upon and inure to the benefit of the heirs,
executors, administrators, legal representatives, successors and assigns of the
parties, and may be emended or modified only in writing signed
by Bank and Debtor.


 


17.                                 OBLIGATIONS OF MARRIED PERSONS. Any married
person who signs this Agreement as Debtor hereby expressly agrees that recourse
may be had against his or her separate property for all his or her Indebtedness
to Bank secured by the Collateral and Proceeds under this Agreement.


 


18.                                 SEVERABILITY OF PROVISIONS. If any provision
of this Agreement shall be held to be prohibited by or Invalid
under applicable law, such provision shall be ineffective only to the extent of
such prohibition or invalidity, without invalidating the remainder of such
provision or any remaining provisions of this Agreement.


 


19.                                 GOVERNING LAW. This Agreement shall be
governed by and construed in accordance with the laws of the State of Utah.


 


Debtor warrants that Debtor is an organization registered under the
laws of the State of Utah.


 


Debtor warrants that its chief executive office (or principal
residence, if applicable) is located at the following address: 600 Komas Drive
P.O. Box 58700, Salt Lake City, UT 84108


 


IN
WITNESS WHEREOF, this Agreement has been duly executed as of December 1,
2004.


 


EVANS
& SUTHERLAND COMPUTER CORPORATION


 


	
  By:

  	
  /s/
  Kevin A. Paprzycki

  	
   

  
	
   

  	
  Kevin
  A. Paprzycki

  
	
   

  	
  CFO/Secretary

  
				



 


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