Exhibit
10.1


 


AGREEMENT OF PURCHASE AND SALE


(650 Komas Drive)


 


THIS AGREEMENT OF PURCHASE AND SALE (“Agreement”)
is made and entered into as of the 5th day of April, 2004, by and between EVANS & SUTHERLAND COMPUTER CORPORATION, a Utah
corporation (“Seller”), and WOODBURY
CORPORATION, a Utah corporation (“Buyer”),
collectively, the “Parties” and
individually, a “Party.”


 


R E C I T A L S:


 


This Agreement is
entered into upon the basis of the following facts, understandings and
intentions of the Parties:


 


A.                                    The
University of Utah, a body politic and corporate of the State of Utah (referred
to herein as the “Master Landlord”
or the “University”), as landlord,
and Seller’s predecessor-in-interest, Black Hawk Investment Company, a general
partnership, entered into a Lease Agreement, dated September 5, 1980, as
amended by each of (i) that First Amendment to Lease Agreement, dated
June 7, 1982, (ii) that Second Amendment to Lease Agreement, dated
September 28, 1982, (iii) that Third Addendum to Lease Agreement, dated
April 9, 1987, and (iv) that Fourth Addendum to Lease Agreement, dated
December 31, 1990 (collectively, the “Ground Lease”),
relating to the real property which is depicted on the site plan attached
hereto as Exhibit A and more particularly
described in Exhibit B attached hereto and
incorporated herein by this reference (the “Property”).  The tenant’s interest in and to the Ground
Lease being now held by Seller.


 


B.                                    Seller
is the owner of certain improvements described in Exhibit C
attached hereto (the “Improvements”)
currently located on the Property.  Buyer
desires to purchase from Seller and Seller desires to sell to Buyer all of
Seller’s right, title and interest in the Improvements, subject to the terms
and conditions of the Ground Lease.


 


C.                                    Seller
is the owner of certain personal property currently located in the Improvements
as described on Exhibit D attached
hereto (the “Personal Property”).


 


D.                                    Buyer
and Seller acknowledge that there are currently no subtenants located at the
Property or who have any interest in the Property or Improvements located
thereon.


 


E.                                      Seller
desires to sell the Improvements and the Personal Property to Buyer and assign
all of Seller’s right, title, interest and obligations in and under the Ground
Lease to Buyer, and Buyer desires to purchase the Improvements and the Personal
Property from Seller and accept and assume from Seller the right, title,
interest and obligations of Seller in and under the Ground Lease on the terms
and conditions set forth herein.


 


F.                                      Buyer
desires that Seller lease the Property and Improvements from Buyer, and Seller
has agreed to lease the Property and Improvement from Buyer, during the period
commencing on the Date of Closing (defined later) and terminating on the
earlier to occur of (a) the date which is three (3) years after the Date of
Closing; and (b) the date on which the Property and Improvements have been
fully leased to third parties (the “Seller
Leaseback Period”), pursuant to the terms and conditions of a lease
agreement to be negotiated between the Parties in accordance with Section 4.5 of this Agreement as set
forth in this Agreement (the “Building Lease”).


 


March 31, 2004


	
   

  	
   

  	
  650 Komas Drive

  University of Utah, Research Park

  Salt Lake City, Utah

  



 
















 


AGREEMENT:


 


NOW,
THEREFORE, in consideration of the foregoing recitals and the
mutual covenants and promises of the Parties set forth herein, the Parties
agree as follows:


 


1.                                       AGREEMENT OF PURCHASE AND SALE; ASSIGNMENT OF GROUND LEASE.  Subject to all of the provisions of this
Agreement, Seller agrees to sell to Buyer, and Buyer agrees to purchase from
Seller the Improvements and the Personal Property.  Subject to all of the provisions of this
Agreement, Seller agrees to assign to Buyer, and Buyer agrees to assume all of
Seller’s right, title, interest and obligations in and under the Ground Lease.


 


2.                                       PURCHASE PRICE.


 


2.1                                 The Purchase Price. 
The total consideration to be paid by Buyer to Seller for the
Improvements and the Personal Property and the Seller’s right, title, interest
and obligations in and under the Ground Lease shall be Eight Million Six
Hundred Thousand Dollars ($8,600,000.00) (the “Purchase
Price”).  The Purchase Price,
less the Earnest Money [defined later] deposited in escrow pursuant to Section 2.2 below and plus or minus prorations as
hereinafter provided, shall be paid in cash at Closing [defined later].


 


2.2                                 Earnest Money.


 


2.2.1                        Buyer
shall, within twenty four (24) hours of receipt of one (1) fully-executed
original of this Agreement, deposit the sum of Fifty Thousand Dollars
($50,000.00) with Escrow Holder [defined later] as earnest money to be applied
against the Purchase Price at Closing. 
This sum, plus sums referred to in Section 2.2.2,
are referred to in this Agreement as the “Earnest Money”.  Wherever this Agreement refers to the
“Earnest Money”, such reference shall be deemed to refer to the actual amount
of Earnest Money deposited (or to be deposited) as the context requires.


 


2.2.2                        Additional
Earnest Money.  Upon the expiration of
the Inspection Contingency Period [defined later] (the “Additional Deposit Date”), Buyer shall
deposit an additional One Hundred Thousand Dollars ($100,000.00) (the “Additional Deposit”) with Escrow Agent,
such that the total Earnest Money deposited with Escrow Agent at that point
shall be equal to One Fifty Hundred Thousand One Dollars ($150,000.00).  Upon the Additional Deposit Date, the entire
Earnest Money Deposit and Additional Deposit shall become absolutely
non-refundable to Buyer and shall be deemed fully earned by Seller (the “Non-refundable Deposit”).


 


2.2.3                        The
Earnest Money is absolutely non-refundable except to the limited extent
provided in Sections 3.1.3 (dealing with Buyer’s determination whether
all conditions are satisfactory to Buyer), 3.2.6 (dealing with title), 3.4 (dealing with
the estoppel certificate), 3.5 (dealing with mutual conditions precedent), 3.6 (dealing with
the financing contingency), 6.4 (dealing
with environmental investigations), 8 (dealing with
condemnation and casualty) and in Section 10.1
of this Agreement (dealing with certain defaults of Seller).


 


2.2.4                        The
Earnest Money shall be in the form of a check made payable to the account of
the Escrow Holder in the amount of the required payment.  Escrow Holder is hereby instructed to deposit
all Earnest Money in a federally-insured money market or


 


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other similar
interest-bearing account, subject to immediate withdrawal, at a banking
institution located in Utah or in such other financial institution as the
Parties may mutually designate.  If this
transaction closes, the Earnest Money, plus any interest earned thereon, shall
be credited against the total Purchase Price. 
If the Earnest Money is forfeited to Seller as provided by this
Agreement, the Earnest Money, with any interest earned thereon, shall be paid
immediately to Seller.  Wherever in this
Agreement Buyer is entitled at any time to a return of the Earnest Money, the
Earnest Money and any interest earned on the Earnest Money shall be immediately
paid to Buyer.


 


2.3                                 Disbursement at Closing. 
Upon the Closing, all amounts to be paid at Closing according to this Section 2, less any closing costs payable by Seller,
shall be disbursed to Seller in accordance with the Seller Closing Settlement
Statement [defined later].


 


3.                                       BUYER’S CONDITIONS PRECEDENT.  Buyer’s obligations to purchase the
Improvements and the Personal Property and to assume Seller’s right, title,
interest and obligations in and under the Ground Lease are conditioned upon
satisfaction of the following conditions, which may be waived in writing at any
time by Buyer:


 


3.1                                 General Conditions and Inspections.


 


3.1.1                        Seller
shall provide, within ten (10) business days after execution of this Agreement
by both Parties, the following (collectively, the “Seller’s Disclosures”): (a) copies of the Ground Lease and any
amendments, assignments, modifications and letter agreements thereto, currently
in effect with respect to the Property; (b) a copy of the ALTA Survey for the
Property, dated January 18, 2001, revised February 14, 2001 and
stamped by the engineer on February 27, 2001, prepared by Bush &
Gudgell, in Seller’s possession; (c) copies of any architectural, structural,
electrical and mechanical plans and/or drawings for the Improvements which are
in Seller’s possession; (d) legible copies of all service contracts relative to
the Property which Seller has engaged in and which are in Seller’s possession;
(e) legible copies of applicable tax bills in Seller’s possession with respect
to the Property; provided,
however, because the Personal Property is not separated on a
single tax bill, Seller shall provide property tax information regarding the
Personal Property as calculated by Seller from applicable tax bills for such
items; (f) an inventory list of all the Personal Property available for
conveyance pursuant to the terms of this Agreement; (g) copies of any
environmental reports, soils studies or related reports with respect to the
Property which are in Seller’s possession; (h) copies of any warranties for the
Improvements or the Personal Property which are in Seller’s possession; (i)
copies of all licenses and permits, including any governmental approvals, with
respect to the Property which are in Seller’s possession; and (j) copies of
building operating expense statements for the last twenty-four (24) months
during which Seller occupied more than seventy five percent (75%) of the
building; (k) records of any building maintenance and/or installation of
equipment and/or capital improvements records in Seller’s possession which may
have occurred during the past three (3) years to the extent such can be
separated from Seller’s general maintenance records; and (l) a statement from
Seller specifying what improvements, fixtures, equipment and other personal
property located on or at the Property, other than the real property interest
of Master Landlord and the reversionary interest of Master Landlord under the
Ground Lease, are owned by Master Landlord or any third parties.  Any items or information delivered by Seller
to Buyer pursuant to this Section 3.1.1
are delivered without any representation or warranty as to accuracy or
completeness thereof.  As used in this Agreement, the term “in Seller’s


 


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possession” shall mean in
the files for the Property of the Seller’s Facility Manager, Bruce Lyman, as of
the date of this Agreement, which files are currently located at 600 Komas
Drive, Salt Lake City, Utah.


 


3.1.2                        During the
period commencing on the date of this Agreement and terminating on the date
which is thirty (30) days thereafter (the “Inspection
Contingency Period”), Buyer and its agents shall (subject to
obtaining Master Landlord’s approval with respect to the Property) have the
right, at Buyer’s sole cost and expense, to (a) inspect the Seller’s
Disclosures; (b) make such inquiries and investigations regarding the zoning
and permitted uses of the Property with applicable governmental authorities,
(c) make, upon not less than three (3) days’ prior notice to Seller, a physical
inspection of and such other tests and inspections regarding the Improvements,
Personal Property and, subject to the terms of Section 6,
the Property as Buyer deems necessary and appropriate; (d) determine the
suitability of the parking on the Property; (e) to update or otherwise obtain a
revised survey if the survey delivered by Seller is inadequate in Buyer’s
determination; (f) determine the feasibility of obtaining necessary financing
within the time limits and subject to the limitations set forth in this
Agreement; and (g) make such other inquiries and determinations as Buyer, in
its sole discretion deemed necessary in order to be willing to acquire the
Property, Personal Property and Improvements. 
Buyer’s access to, and inspection of, the Property, the Improvements and
Personal Property, or any of them, shall be at Buyer’s sole risk and expense
and Seller shall have no responsibility therefor and such activities shall be
conducted in such a manner as not to damage the Property, the Improvements or
the Personal Property, or any of them, or to endanger, or otherwise constitute
a nuisance to, persons or property in the vicinity of the Property, the
Improvements or the Personal Property. Buyer shall immediately repair any loss
or damage to the Property, the Improvements or the Personal Property, or any of
them, caused by the acts or omissions of Buyer or Buyer’s agents, contractors
or employees in connection with its inspection hereunder and shall indemnify,
defend and hold Seller harmless from and against any and all liability, loss,
damage, cost or expense (including court costs and reasonable attorney’s fees),
of whatever nature and by whomever asserted, arising out of, resulting from or
in any way connected with the acts or omissions of Buyer, its contractors,
employees or agents in connection with Buyer’s access to, and inspection of the
Property, the Improvements and/or the Personal Property hereunder other than as
may relate to the discovery of any hazardous substances or other environmental
liability items not caused by the acts of Buyer or its agents, employees or
contractors.


 


3.1.3                        If Buyer
determines that either the Property or Improvements are not satisfactory to
Buyer, or if Buyer determines that any of the items inspected or results of
inquiries made by Buyer pursuant to this Section 3.1
are unsatisfactory to Buyer, then Buyer shall so notify Seller in writing with
such reasons on or before the last day of the Inspection Contingency
Period.  Upon receiving such notice,
Seller shall have the right, but not the obligation, to elect to cure or
otherwise correct those items to which Buyer has objected pursuant to this Section 3.1. 
If Seller elects to cure or otherwise correct such items,
Seller shall provide Buyer with written notice of such election and a detailed
plan for curing or otherwise correcting such items and specifying the time
frame in which such plan shall be completed, which plan must be approved by
Buyer in writing.  If Buyer approves such
plan, Seller shall have the right, but not the obligation, to proceed to cure
or otherwise correct such item in accordance with the plan approved by Buyer; provided, however,
that Seller may deliver written notice to Buyer at any time that Seller


 


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cannot or is not willing
to cure or otherwise correct those items to which Buyer has objected.  If Seller does not complete such cure or
correction as and when required by the Buyer-approved plan, then this Agreement
shall terminate, the Earnest Money shall be returned to Buyer, less the amount
of all escrow cancellation fees, if any, payable by Buyer pursuant to Section 5.8, and the Parties shall have no further
rights, obligations or liability hereunder, except as may be otherwise expressly
provided herein.  If Buyer fails to
deliver such notice on or before expiration of the Inspection Contingency
Period, Buyer shall be conclusively deemed to have waived all conditions set
forth in this Section 3.1 and
its right to terminate this Agreement pursuant to this
Section 3.1.3.  If this
Agreement is terminated for any reason following the Inspection Contingency
Period, the Earnest Money shall be absolutely non-refundable except to the
limited extent provided in Section 3.2.6
(dealing with title), Section 3.4 (dealing
with the estoppel certificate), Section 3.5
(dealing with mutual conditions precedent), Section 3.6 (dealing with the
financing contingency), Section 6.4 (dealing with environmental investigations), Section 8
of this Agreement (dealing with condemnation or casualty) and in Section 10.1 of this Agreement (dealing with certain
defaults of Seller).


 


3.2                                 Title Commitment.


 


3.2.1                        Within ten
(10) days following the execution of this Agreement by Buyer and Seller, Seller
shall cause Landmark Title Company (“Title Insurer”)
to deliver a current commitment for title insurance on the Property and the
Improvements (the “Title Commitment”)
to Buyer and Seller.  The Title
Commitment shall show the status of title to the Property and the Improvements
as of the date of such Title Commitment and shall be accompanied by legible
copies of all documents referred to in such Title Commitment (the “Underlying Documents”).


 


3.2.2                        Buyer
shall review the Title Commitment and notify Seller in writing of Buyer’s approval
or disapproval of any Schedule B exception(s) shown on such Title
Commitment within ten (10) days following the date on which Buyer received the
Title Commitment and legible copies of all of the Underlying Documents, but in
any event before the expiration of the Inspection Contingency Period.  Any exceptions to which Buyer has objected
(other than the Permitted Exceptions [defined later]) shall be referred to
herein as the “Disapproved Exceptions”.  Buyer’s failure to notify Seller in writing
of its disapproval of any exception within such time period shall be deemed
approval of such exception.


 


3.2.3                        If on or
before Closing, Title Insurer amends the Title Commitment to add any
Schedule B exception (other than the Permitted Exceptions listed in subsections (i) through (vii) and in subsections (ix) through (x)
of Section 3.3 below) in addition to
the Schedule B exceptions shown in such Title Commitment, as the same may
have been amended by prior amendments, (an “Additional
Exception”), Title Insurer shall give both Buyer and Seller written
notice thereof, and Buyer shall notify Seller in writing within ten (10) days
of Buyer’s receipt of such amended Title Commitment of Buyer’s approval or
disapproval of any Additional Exception. 
Any Additional Exception which has not been approved by Buyer as
provided in this Section 3.2 shall be deemed
disapproved and shall be a Disapproved Exception.  Buyer’s failure to notify Seller of its
approval of any Additional Exception within such time period shall be deemed a
disapproval of such Additional Exception. 
Notwithstanding anything set forth herein to the contrary, if the
amended Title Commitment is delivered to Buyer less than ten (10)


 


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days before the Date of Closing,
then Buyer shall be presumed to have objected to any Additional Exception
unless Buyer approves in writing of such Additional Exception prior to closing
and if such Additional Exception is not so approved by Buyer in writing and
cannot be removed from the Title Commitment or the Title Insurer will not agree
to insure against loss or damage that may be occasioned by such Additional
Exception prior to closing, this Agreement shall be terminated, the Earnest
Money shall be returned to Buyer, less the amount of all escrow cancellation
fees, if any, payable by Buyer pursuant to Section 5.8,
and the Parties shall have no further rights, obligations or liability
hereunder, except as may be otherwise expressly provided herein.  Any Additional Exception which has been
disapproved by Buyer pursuant to the preceding sentence shall be considered a
Disapproved Exception.


 


3.2.4                        Within
five (5) days after (a) the date Seller receives notice of any Disapproved
Exception; or (b) the addition of any Additional Exception, if such addition
occurs less than ten (10) days prior to the Date of Closing, Seller shall
notify Buyer in writing whether Seller intends to cause such Disapproved
Exception or Additional Exception to be removed from the Title Commitment or
cause the Title Insurer to commit to insure against loss or damage that may be
occasioned by such Disapproved Exceptions. 
Seller shall have ten (10) days (but in no event later than seven [7]
days prior to the Date of Closing) from the date of receipt of any notice of
disapproval to cause such Disapproved Exceptions or any Additional Exceptions
to be removed from the Title Commitment or cause the Title Insurer to commit to
insure against loss or damage that may be occasioned by such Disapproved
Exceptions.  However, Seller shall have
no obligation to cause such Disapproved Exceptions to be removed from the Title
Commitment or cause the Title Insurer to commit to insure against loss or
damage that may be occasioned by such Disapproved Exceptions; provided, however, if
Seller does not cause such Disapproved Exception or Additional Exception to be
removed from the Title Commitment or cause the Title Insurer to commit to
insure against loss or damage that may be occasioned by such Disapproved
Exceptions within seven (7) days prior to the Date of Closing, then Buyer may
terminate this Agreement, and upon such termination the Earnest Money shall be
returned to Buyer, less the amount of all escrow cancellation fees, if any,
payable by Buyer pursuant to Section 5.8,
and the Parties shall have no further rights, obligations or liability
hereunder, except as may be otherwise expressly provided herein.


 


3.2.5                        Unless
Seller notifies Buyer within the time period provided in Section 3.2.4
above that Seller has caused such Disapproved Exceptions to be removed from the
Title Commitment or caused the Title Insurer to commit to insure against loss
or damage that may be occasioned by such Disapproved Exceptions, Seller will
conclusively be deemed to have elected not to cause such Disapproved Exceptions
to be removed from such Title Commitment or to cause the Title Insurer to
commit to insure against loss or damage that may be occasioned by such
Disapproved Exceptions.  In such event,
unless Buyer shall notify Seller by the earlier to occur of (a) 12:00 p.m. on
the Date of Closing or (b) within five (5) days after the earlier to occur of
(i) expiration of the 10-day cure period provided in Section 3.2.4
above; or (ii) the date on which Seller notifies Buyer in writing that Seller
shall not cause such Disapproved Exceptions to be removed from the Title
Commitment or cause the Title Insurer to commit to insure against loss or
damage that may be occasioned by such Disapproved Exceptions, that Buyer has
elected to waive the Disapproved Exceptions and complete the acquisition of the
Property in accordance with this Agreement, then this Agreement shall
terminate, the Earnest Money shall be


 


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returned to Buyer, less
the amount of all escrow cancellation fees, if any, payable by Buyer pursuant
to Section 5.8, and the Parties shall
have no further rights, obligations or liability hereunder, except as may be
otherwise expressly provided herein.


 


3.2.6                        If this
Agreement is terminated as provided in this Section 3.2,
then the Earnest Money with any interest earned thereon pursuant to Section 2.2.2, shall be returned to Buyer, less the
amount of all title and escrow cancellation fees, if any, payable by Buyer
pursuant to Section 5.8, and the Parties
shall have no further rights, obligations or liability hereunder, except as may
be otherwise expressly provided herein.


 


3.3                                 Title Policy.  Title
Insurer shall be unconditionally prepared to issue to Buyer, as of the Closing,
a standard policy of title insurance for the Property and Improvements in the
aggregate amount of the Purchase Price insuring the tenant leasehold interest
in the Property and the fee interest in the Improvements to be vested in Buyer,
subject to the Permitted Exceptions [defined later].  Buyer shall have the option to deposit with
Escrow Holder (a) an ALTA survey or surveys sufficient to cause Title Insurer
to issue an ALTA extended coverage policy of title insurance for the Property
and Improvements and such endorsements as Buyer shall deem necessary
(collectively “Buyer’s Endorsements”), and (b)
all such other and further items required by Title Insurer in order to issue
such ALTA extended coverage policy and Buyer’s Endorsements; provided, however, that all such
items shall be at Buyer’s sole cost and expense and shall not delay the
Closing; provided further, that
Buyer’s inability to obtain such items shall not be a contingency to Closing,
unless (i) Buyer has stated prior to the end of the Inspection Contingency
Period that the surveys received from Seller are inadequate; (ii) that Buyer’s
inability results from a Disapproved Exception which has not been removed from
the Title Commitment or for which the Title Insurer has not insured against
loss or damage resulting from such Disapproved Exception as described in Section 3.2; or (iii) that Buyer’s
inability results from an objection by Buyer’s lender pursuant to which Buyer’s
lender will not grant the required financing. 
At Closing, Seller shall assign its right, title, interest and obligations
under the Ground Lease to Buyer and convey title to the Improvements to Buyer
as described in Section 5, subject to the
following matters, as applicable, being hereinafter collectively referred to as
the “Permitted Exceptions”: (i) private,
public and utility easements approved by Buyer in accordance with Section 3.2; (ii) roads and highways, if any; (iii)
real estate taxes and special taxes or assessments not due and payable on or
before Closing or any installments of any special taxes or assessments not due
and payable on or before Closing; (iv) rights of way approved by Buyer in
accordance with Section 3.2; (v) drainage
ditches, feeders, laterals, drain tile, pipes or other conduit; (vi) zoning and
building laws and ordinances; (vii) all matters approved or waived by Buyer
pursuant to Section 3.2 of this
Agreement; (viii) all matters of record shown in the title commitment and
approved or waived by Buyer pursuant to Section 3.2
herein; (ix) the terms and conditions of the Ground Lease; and (x) all matters
which would be disclosed by an accurate survey or inspection of the Property
and/or the Improvements.  Notwithstanding
anything to the contrary above, the items referred to in subsections (i), (ii), (iv), (v) and (vii) above shall be Permitted Exceptions
only if such are shown on the survey to be provided by Seller pursuant to Section 3.1.1 or indicated in the
Title Commitment to be provided pursuant to Section 3.2.1
and approved or waived by Buyer pursuant to Section 3.2
or are described in the Declaration.


 


3.4                                 Estoppel Certificate.  Seller
shall have obtained and delivered to Buyer on or before the expiration of the
Inspection Contingency Period, an estoppel certificate in substantially the
form attached hereto as Exhibit E (the
“Estoppel Certificate”) from the
Master Landlord with respect to the Ground Lease (but in no event shall such
estoppel certificate be required to contain information which is not otherwise
required to be provided by the Master Landlord under


 


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the Ground Lease).  If Seller has not delivered the Estoppel
Certificate on or before the expiration of the Inspection Contingency Period,
then this Agreement shall be deemed terminated as of the expiration of the Inspection
Contingency Period in accordance with this Section 3.4;
provided, however,
that Seller shall have the right, on or before the expiration of the Inspection
Contingency Period, at Seller’s option and in Seller’s sole discretion, to
represent and warrant to Buyer the matters set forth in the Estoppel
Certificate, in which event this Agreement shall remain in full force and
effect and subject to the terms and conditions of this Agreement the Parties
shall proceed to close the transaction contemplated by this Agreement on the Date
of Closing.  Seller agrees to indemnify
Buyer from and against any liability, claims, damages, expenses (including
reasonable attorneys’ fees), judgments, proceedings and causes of action to the
extent arising from a misrepresentation by Seller concerning the matters set
forth in Seller’s representations and warranties pursuant to this Section 3.4. 
Notwithstanding the foregoing, Seller’s representation and warranty
described above (including any indemnification obligation of Seller in
connection therewith) shall only be in effect until such time as Seller
delivers to Buyer the Estoppel Certificate setting forth the matters
represented and warranted by Seller.  At
the Date of Closing, Seller shall represent and warrant the following to Buyer:
(a) all rent and other payments accrued and owing under the Ground Lease are
current, except for those amounts which have been agreed to between the Parties
in connection with the prorations under this Agreement; (b) to Seller’s actual
knowledge, there has been no material change in the facts set forth in the
Estoppel Certificate during the period between the date such Estoppel
Certificate was signed and the Date of Closing.


 


3.5                                 Mutual Conditions Precedent.  Each of the conditions set forth in Sections 4.1, 4.2, 4.3, 4.4 and 4.5 shall be conditions precedent to the
Buyer’s obligations under this Agreement, and the Buyer shall have the right to
terminate this Agreement if any of those conditions are not satisfied within
the time limits set forth in such sections. 
If Buyer terminates this Agreement pursuant to this Section 3.5, the Earnest Money, with
any interest earned thereon pursuant to Section 2.2.2,
shall be returned to Buyer, less the amount of all title and escrow
cancellation fees, if any, payable by Buyer pursuant to Section 5.8, and the Parties shall
have no further rights, obligations or liability hereunder, except as may be
otherwise expressly provided herein.


 


3.6                                 Financing Contingency. During the period commencing on the
date of this Agreement and expiring thirty (30) days after execution of the
Building Lease (the “Financing Contingency
Period”), Buyer shall use commercially reasonable efforts and good
faith to obtain from a lender a commitment to loan Buyer funds on terms
acceptable to Buyer, in Buyer’s sole discretion, and sufficient to consummate
the transactions contemplated by this Agreement (“Financing”).  In no event shall Buyer seek Financing for
more than seventy five percent (75%) of the sum of the following: (i) the
Purchase Price; plus (ii) any reasonable fees incurred by Buyer in obtaining
the Financing.  Notwithstanding the
foregoing, Buyer agrees to accept (70%) and notify Seller promptly if Buyer
receives notice from a lender that such lender is not willing to commit to loan
Buyer the funds necessary to consummate this transaction on terms acceptable to
Buyer.  Buyer shall notify Seller when
Buyer receives an acceptable financing commitment; however, if Buyer has not notified Seller on
or before the expiration of the Financing Contingency Period that acceptable
financing has been obtained, then this Agreement shall terminate on the
expiration of the Financing Contingency Period unless Buyer waives in writing
said Financing contingency.  If this
Agreement is terminated pursuant to this Section 3.6,
then the Earnest Money shall be returned to Buyer, less the amount of all
escrow cancellation fees, if any, payable by Buyer pursuant to Section 5.8, and the Parties shall have no further
rights, obligations or liability hereunder, except as may be otherwise
expressly provided herein.


 


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3.7                                 Failure of a Condition. 
Except as set forth herein, the Parties do not guaranty, warrant or
represent that any of the conditions set forth in this Section 3
shall be or can be satisfied and neither Party shall incur liability
or expense in connection with the other Party’s ability or inability to satisfy
any of such conditions, nor shall either Party be obligated to take any
action.  Each Party agrees that any
expenditure, commitment or other action taken by it pursuant to this Agreement,
or otherwise in contemplation of the Closing, is taken at such Party’s own
risk, and that no such expenditure, commitment or action shall obligate such
Party to incur any liability to the other Party or any third party, against
which liability such Party expressly indemnifies the other Party.


 


4.                                       SELLER’S CONDITIONS PRECEDENT.  Seller’s obligations to sell the Improvements
and Personal Property to Buyer and to assign the Seller’s right, title,
interest and obligations under the Ground Lease to Buyer are conditioned upon
satisfaction of the following conditions, which may be waived in writing at any
time by Seller:


 


4.1                                 Consents.  Subject to
the terms of this Section 4.1,
on or before the date which is thirty (30) days prior to the Date of Closing
(the “Consent Date”) (provided
Buyer and Seller have elected to proceed toward Closing), Seller shall have
obtained all consents required to consummate this transaction from (a) the
Master Landlord under the Ground Lease, and (b) Seller’s lenders holding liens
on the Improvements and Personal Property and/or on the Seller’s leasehold
interest under the Ground Lease, including, without limitation, required
consents from Foothill Capital Corporation (“Foothill”),
including, without limitation, (i) consents to any agreements between Seller
and Buyer to which Foothill would become subject upon any foreclosure of
Seller’s interest in adjacent properties within the University of Utah Research
Park; (ii) subordination of Foothill’s liens to any agreements that will be
recorded between Buyer and Seller in connection with this transaction; and
(iii) all appropriate documentation and agreements necessary to release all
Foothill liens on the Property, Improvements and Personal Property and on
Seller’s leasehold interest under the Ground Lease.  Seller agrees to use commercially reasonable
efforts and act in good faith in obtaining such Consents.  Notwithstanding the foregoing, Buyer and
Seller agree that if Buyer, Seller and any necessary third parties have not
agreed to final forms of all documents and/or agreements to which Seller’s
lenders would be required to consent, or for which Seller will require Seller’s
lenders’ consent, then the Consent Date shall be extended to the date which is
fifteen (15) days following the date on which (x) final forms of all such
documents and agreements have been agreed to by Buyer, Seller and any necessary
third parties; and (y) Seller’s lenders have received copies of the final forms
of all such documents and agreements. 
Buyer and Seller agree to negotiate in good faith to agree to the final
form of any such documents and/or agreements in a timely manner.  Buyer and Seller acknowledge and agree that
any extension of the Consent Date pursuant to this Section 4.1 shall not be deemed a Seller delay under Section 5.1.


 


4.2                                 Utility Agreement Regarding Electricity.  On or before the Date of Closing, Buyer and
Seller, and to the extent the Parties deem necessary Utah Power, shall have
agreed, in writing, to a pass-through by Seller to Buyer of costs for
electricity supplied by Seller to the Improvements and, upon termination of the
Building Lease, a separation, including separate metering, by Utah Power of any
electrical facilities servicing the Property from the electrical facilities
servicing other property owned and/or controlled by Seller in the vicinity of
the Property.  Buyer and Seller agree to
negotiate in good faith to complete this agreement in a timely manner.


 


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4.3                                 Nonsegregable Water Agreement.  On or before the Date of Closing, Buyer and
Seller shall have agreed in writing to a mutually acceptable cost sharing
arrangement for nonsegregable items, if any, on the Property, including,
without limitation, the landscape water usage and an agreement regarding
separation of such nonsegregated items at such time as the Parties deem
necessary.  Buyer and Seller agree to
negotiate in good faith to complete this agreement in a timely manner.


 


4.4                                 Amendment to Declaration.  On or before the Date of Closing, the Seller
shall have obtained an amendment to that certain Declaration of Easements,
dated December 27, 2002, and recorded December 27, 2002 as Entry No.
8474712, in the official records of the Salt Lake County Recorder’s office, as
amended (“Declaration”), in recordable form,
approved and executed by Seller, KP Arapeen, LC, a Utah limited liability
company (“KP”), Master Landlord
and Buyer, in a form reasonably acceptable to Buyer and Seller, allowing Buyer
the right to use common areas on the property currently being leased to Seller
and KP by Master Landlord and located adjacent to the Property, including,
without limitation, driveways, sidewalks and parking areas, for purposes of
pedestrian and vehicular ingress and egress to and from the Property, and for
servicing the Improvements and any other improvement related to the Property,
including utility conduits and related improvements and allowing Seller the
right to use common areas on the Property, including, without limitation,
driveways, sidewalks and parking areas, for purposes of pedestrian and
vehicular ingress and egress to and from the Seller’s improvements located
adjacent to the Property, for servicing Seller’s other improvements, including
utility conduits and related improvements.


 


4.5                                 Building Lease.  On or before the expiration of the Inspection
Contingency Period, Buyer and Seller shall have mutually agreed, and Seller’s
lenders and any other necessary third parties shall have consented to, the
Building Lease, which shall be in form and substance reasonably acceptable to
Buyer and Seller.


 


4.6                                 Buyer Fulfilling Obligations.  Buyer shall have fulfilled, on or before the
Date of Closing, all of its obligations under this Agreement, including,
without limitation, the payment of the Purchase Price.


 


If any of the
foregoing conditions are not satisfied, as determined by Seller in its sole and
absolute discretion, Seller shall have the right to terminate this
Agreement.  If Seller terminates this
Agreement under Sections 4.1, 4.2, 4.3, 4.4 or 4.5,
the Earnest Money shall be returned to Buyer and neither of the Parties shall
have further obligations to the other, except as otherwise set forth in this
Agreement.  If Buyer has not terminated
this Agreement pursuant to Section 3
and Seller terminates this Agreement pursuant to Section 4.6,
Seller shall be entitled to receive the Earnest Money as liquidated damages
pursuant to the terms of Section 10
of this Agreement.


 


5.                                       CLOSING.


 


5.1                                 Date of Closing. 
Notwithstanding anything contained in this Agreement to the contrary,
the Closing of the transaction contemplated by this Agreement (the “Closing”) shall take place at the office of the Escrow
Holder on or before the earlier to occur of the following: (a) the date which
is thirty (30) days following expiration of the Inspection Contingency Period;
(b) upon such other date prior thereto as the Parties agree; or (c)
June 25, 2004; provided,
however, if the Closing is delayed solely as a result the
actions of Seller (other than Seller’s election not to Close this transaction
for reasons allowed under this Agreement), the Date of Closing shall be
extended one (1) day for each day of such delay caused solely by Seller; provided, however,
that


 


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if the Date of Closing is
delayed solely by Seller for more than thirty (30) days beyond the date set
forth in subsection (a) above,
then Buyer shall have the right to terminate this Agreement.  The date on which this transaction is
scheduled to close pursuant to this Section 5.1
is sometimes referred to in this Agreement as the “Date of
Closing”.


 


5.2                                 Escrow Closing.  The
Parties have established, or immediately after execution of this Agreement
shall establish, an escrow with Landmark Title Company, at 675 East 2100 South,
Suite 200, Salt Lake, Utah, Attn: Jeff Jensen, or at such other office of
Landmark Title Company designated by Seller (“Escrow
Holder”), and Escrow Holder is hereby engaged to administer the
escrow.  By accepting this escrow, Escrow
Holder agrees to the terms of this Agreement as they relate to the duties of
Escrow Holder and that there shall be no escrow or title cancellation fees
payable by either Buyer or Seller if this transaction fails to close for any
reason other than the default of Buyer or Seller. This Agreement constitutes
escrow instructions to the Escrow Holder and a copy shall be deposited with
Escrow Holder for this purpose.  Should
Escrow Holder require the execution of its standard form printed escrow
instructions, Buyer and Seller agree to execute same; provided,
however, that any such instructions shall be construed as
applying only to Escrow Holder’s engagement and shall be auxiliary to this
Agreement.  If there are conflicts
between the terms of this Agreement and the terms of the escrow instructions,
the terms of this Agreement shall control.


 


5.3                                 Seller’s Obligations. 
At Closing, Seller shall undertake the following:


 


5.3.1                        Deed.  Execute,
acknowledge, and deliver to Escrow Holder a Special Warranty Deed with respect
to the Improvements in substantially the form attached hereto as Exhibit F (the “Deed”), duly
signed and acknowledged by Seller, conveying the Improvements to Buyer (subject
to the rights of the Master Landlord under the Ground Lease) free and clear of
all encumbrances other than those items set forth in the Deed, including,
without limitation, the Permitted Exceptions, or such items set forth in the
Permitted Exceptions as may be applicable to the Improvements.


 


5.3.2                        Assignment of Lease. 
Execute, acknowledge, and deliver to Escrow Holder an Assignment of
Lease with respect to the Ground Lease, in substantially the form attached
hereto as Exhibit G (the “Assignment”),
duly signed and acknowledged by Seller, assigning the Seller’s right, title,
interest and obligations under the Ground Lease, free and clear of all
encumbrances other than those items set forth in the Assignment, including,
without limitation, the Permitted Exceptions, or such items set forth in the
Permitted Exceptions as may be applicable to the Ground Lease.


 


5.3.3                        Non-Foreign Affidavit. 
Execute and deliver to Escrow Holder a certificate of non-foreign status
in accordance with Section 1445 of the U.S. Internal Revenue Code.


 


5.3.4                        Possession. 
Upon compliance by Buyer with all the terms and conditions of this
Agreement to be performed by Buyer, deliver possession of the Improvements and
the Personal Property to Buyer, subject to the terms and conditions of the
Ground Lease and the Building Lease. 
During the term of this Agreement, Seller agrees to maintain the
exterior landscaping and the Improvements (including equipment located therein)
and Personal Property such that they all shall be delivered to Seller in as
good condition as existed at the expiration of the Inspection Contingency
Period, taking


 


11
















 


into account seasonal
conditions as may be related to landscaping, and subject to the terms and
conditions of Section 8.


 


5.3.5                        Bill of Sale.  Execute and deliver to Escrow Holder a Bill
of Sale in substantially the form attached hereto as Exhibit H, conveying the Personal Property subject to the
exceptions and limitations set forth in such Bill of Sale.


 


5.3.6                        Title Insurance.  Cause
Title Insurer to be unconditionally prepared to issue to Buyer a standard
policy of title insurance (the “Title Policy”),
dated as of the Date of Closing, on the standard form in an insured amount
equal to the Purchase Price, insuring that the tenant’s leasehold interest in
the Ground Lease and the title to the Improvements are vested in Buyer subject
to the Permitted Exceptions.


 


5.3.7                        Update of Estoppel Certificate.  Execute and deliver to Escrow Holder a
representation and warranty from Seller stating that, to Seller’s knowledge:
(a) all rent and other payments accrued and owing under the Ground Lease are
current, except for those amounts which have been agreed to between the Parties
in connection with the prorations under this Agreement; and (b) to Seller’s actual
knowledge, there has been no material change in the facts set forth in the
Estoppel Certificate during the date such Estoppel Certificate was signed and
the Date of Closing.  As used in this
Agreement, the term “to Seller’s knowledge” shall mean to the current actual
knowledge of Bruce Lyman, Seller’s Facilities Manager, without any duty of
further investigation or inquiry.


 


5.3.8                        Operations Manuals and Other Documents.  Deliver to Buyer all operations manuals and
other documentation, including any warranties, in Seller’s possession with
respect to the Improvements, the Personal Property and any equipment located
within the Improvements.


 


5.3.9                        Building Lease.  Execute and deliver to Escrow Holder the
Building Lease in accordance with the terms and conditions of this Agreement.


 


5.3.10                  Additional Documents. 
Execute, acknowledge as appropriate, and deliver to Escrow Holder such
other documents as may be necessary or appropriate to consummate this
transaction in accordance with the terms of this Agreement.


 


5.4                                 Buyer’s Obligations. 
At Closing, Buyer shall undertake the following:


 


5.4.1                        Payment of Purchase Price. 
Pay to Escrow Holder, in cash or by wire transfer of ready funds, for
disbursement pursuant to Section 2.3
above, the balance of the Purchase Price.


 


5.4.2                        Assignment.  Execute,
acknowledge and deliver to Escrow Holder the Assignment in substantially the
form attached hereto as Exhibit G, duly
signed and acknowledged by Buyer.


 


5.4.3                        Building Lease.  Execute and deliver to Escrow Holder the Building
Lease in accordance with the terms and conditions of this Agreement.


 


5.4.4                        Additional Documents. 
Execute, acknowledge as appropriate, and deliver to Escrow Holder such
other documents as may be necessary or appropriate to consummate this
transaction in accordance with the terms of this Agreement.


 


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5.5                                 Prorations.


 


5.5.1                        Prorations.  General
and special real estate and other ad valorem taxes and assessments (“Taxes”), and charges for utilities and related common area
charges with respect to the Property, the Improvements and/or the Personal
Property, if any, and any accrued but unpaid amounts due and owing under the
Ground Lease (collectively, the “Charges”) shall
be prorated as of the Date of Closing based upon the most recently
ascertainable amounts of each such item. 
Buyer and Seller agree that the proration of Taxes and the Charges shall
be adjusted as between Buyer and Seller within a reasonable time after the
exact amount of Taxes and the Charges for proration purposes is ascertained,
and this obligation to adjust the proration of Taxes and the Charges shall
survive the Closing.


 


5.5.2                        Basis of Prorations. 
All prorations and/or adjustments called for in this Agreement will be
made on the basis of the actual days within the period being prorated unless
otherwise specifically agreed in writing by Seller and Buyer.


 


5.5.3                        Payments and Disbursements to Be Handled through the Escrow.  The various charges, credits and prorations
contemplated by this Agreement will be handled by Escrow Holder through the
escrow by appropriate charges and credits to Buyer and Seller and will be
reflected in the Seller Closing Settlement Statement [defined later] or the
Buyer Closing Settlement Statement [defined later], as appropriate.  All amounts payable pursuant to this
Agreement will be paid to Escrow Holder for disposition through the
escrow.  Escrow Holder is authorized to
make all disbursements to the Parties and to third parties contemplated by this
Agreement from funds deposited for those purposes, as necessary or appropriate
to close this transaction and as set forth in the Seller Closing Settlement
Statement and the Buyer Closing Settlement Statement.


 


5.5.4                        Closing Statements. 
Prior to Closing, Escrow Holder will prepare separate closing settlement
statements for Seller and Buyer, reflecting the various charges, prorations and
credits applicable to such Party, as provided in this Agreement, and provide
Seller with a copy of Seller’s closing settlement statement and Buyer with a
copy of Buyer’s closing settlement statement. 
Prior to Closing, Seller shall have the right to review and approve its
closing settlement statement to insure that such settlement statement conforms
to the terms of this Agreement, and the settlement statement for Seller, as
approved by Seller, is referred to in this Agreement as the “Seller Closing Settlement Statement”.  Prior to Closing, Buyer shall have the right
to review and approve its closing settlement statement to insure that such
settlement statement conforms to the terms of this Agreement, and the
settlement statement for Buyer, as approved by Buyer, is referred to in this
Agreement as the “Buyer Closing Settlement
Statement”.


 


5.6                                 Seller’s Costs. 
Seller shall pay:


 


5.6.1                        One-half
(1⁄2) of the escrow fees and Declaration recording fees.


 


5.6.2                        All
transfer taxes or fees, sales taxes, stamp taxes, and excise taxes, if any.


 


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5.6.3                        The fees
and expenses of Seller’s attorneys, accountants, engineers, consultants and
designated representatives.


 


5.6.4                        The cost
for the standard title policy premium for the title policy described in Section 3 (excluding the cost of any extended coverage
elected by Buyer, Buyer’s Endorsements or additional coverages elected by
Buyer).


 


5.7                                 Buyer’s Costs.  Buyer
shall pay:


 


5.7.1                        All
recording fees for Deed and Assignment of Leases and any documents required for
Buyer’s Financing.


 


5.7.2                        One-half
(1⁄2) of the escrow fees and Declaration recording fees.


 


5.7.3                        The cost
of all title insurance premiums for extended coverage, Buyer’s Endorsements or
additional coverages requested by Buyer, including, the ALTA extended coverage
portion of any title policy premiums, if any, and any costs associated with any
new survey or updated survey.


 


5.7.4                        The fees
and expenses of Buyer’s attorneys, accountants, agents and designated
representatives.


 


5.8                                 Escrow Cancellation Charges. 
If the escrow fails to close because of Seller’s default, or if Seller
is unable to deliver the Estoppel Certificate and as a result this Agreement is
terminated as provided herein, Seller shall be liable for all customary escrow
and title cancellation charges.  If the
escrow fails to close because of Buyer’s default, Buyer shall be liable for all
customary escrow and title cancellation charges.  If the escrow fails to close for any other
reason, Seller and Buyer shall not be liable for any escrow and title
cancellation charges pursuant to the provisions of Section 5.2.


 


5.9                                 IRS Reporting at Closing.  Escrow Holder agrees to be the designated
“reporting person” under § 6045(e) of the U.S. Internal Revenue Code with
respect to the real estate transaction described in this Agreement and to
prepare, file and deliver such information, returns and statements as the U.S.
Treasury Department may require by regulations or forms in connection
therewith, including Form 1099-B.


 


6.                                       CONDITION OF PROPERTY AND IMPROVEMENTS.


 


6.1                                 Parties in Possession. 
Except as otherwise set forth herein, and subject to the terms and
conditions of the Ground Lease, Seller hereby represents and warrants, as of
the date of this Agreement and as of the Date of Closing, there are no third
parties in possession of the Improvements or any part thereof who claim or may
rightfully claim by, through or under Seller any continued right to occupy or
use the Improvements subsequent to the Date of Closing, and no third party has
been granted any lease, license or other right relating to the use or
possession of the Property after the Date of Closing, except as may
specifically be provided for in agreements of record, or in this Agreement.


 


6.2                                 Representations of Seller.  Seller hereby makes the following
representations to Buyer regarding the Property all of which representations
shall be deemed remade as of Closing. 
Seller’s representations set forth in this Section 6.2 shall only be as of the Closing and Buyer


 


14
















 


shall have the right to
make a claim for Seller’s breach of these representations only during the
12-month period following the Date of Closing, unless otherwise provided for
herein.


 


6.2.1                        Building code violations, zoning and structure.  Except as otherwise disclosed to Buyer by
Seller on or before the expiration of the Inspection Contingency Period, as of
the date of this Agreement, (i) to Seller’s knowledge, Seller is not aware of
and has received no building code violation notices with respect to the
Property; and (ii) to Seller’s knowledge, Seller is not aware of and has
received no notices of any action or governmental proceeding in eminent domain,
or for zoning change, which would affect the Property; and (iii) to Seller’s
knowledge no structural problems exist with respect to the Improvements.


 


6.2.2                        Service Contracts. 
Except as have been disclosed to Buyer prior to the expiration of the
Inspection Contingency Period there are no maintenance, advertising,
management, leasing, employment, or service contracts affecting the Property
that will be in effect after the Closing unless expressly assumed in writing by
Buyer.  Otherwise, Seller shall terminate
any such employment or other contracts not expressly assumed by Buyer at or
prior to Closing.


 


6.2.3                        Seller Authority. 
That (i) Seller has the capacity and authority to enter into and carry
out this Agreement and the transactions contemplated hereby and Seller will
provide Buyer at Closing with copies of board resolutions and the appropriate
lender’s consents, if required, authorizing and consenting to the sale of the
Property; and (ii) to Seller’s knowledge, no third party has any right, to
purchase all or any part of the Property.


 


6.2.4                        Encumbrances.  Except
as expressly set forth herein, between the date of this Agreement and the
Closing, Seller shall not further encumber the Property or any of the
Improvements or personal property and Seller shall not voluntarily create any
exception to the title to the Property other than the Declaration as provided
for herein; provided,
however, that (a) Seller shall have the right to allow monetary
liens or any other monetary encumbrances to be recorded against the Property
prior to Closing or to allow liens to be recorded against the Property as a
result of work or materials furnished on the Property for or on behalf of
Seller prior to Closing, provided Seller removes such liens or encumbrances at
Sellers’ sole cost on or before Closing; and (b) Seller shall have the right to
record or cause to be recorded such documents and to take such action as Seller
or Seller’s lenders may deem necessary or appropriate in connection with the
restructuring or replacement of Seller’s current credit facility with Foothill
Capital Corporation.


 


6.2.5                        Pending Actions. 
Except as otherwise disclosed to Buyer by Seller on or before the
expiration of the Inspection Contingency Period, to Seller’s knowledge, as of
the date hereof, there is no suit action, arbitration or legal or other
proceeding or governmental investigation pending which materially or adversely
affects the Property.


 


6.2.6                        Hazardous Substances.  Except as otherwise disclosed to Buyer by
Seller on or before the expiration of the Inspection Contingency Period, to
Seller’s knowledge, no Hazardous Material is or has been released, located,
stored or disposed of on, under or at the Property or Improvements, except in
accordance with applicable laws, rules, and ordinances.


 


15
















 


As used in this Section 6.2,
the term “Seller’s knowledge”, and similar terms, shall mean to the actual
knowledge of James T. Oyler, Seller’s CEO, and Bruce Lyman, Seller’s Facilities
Manager, after reasonable inquiry of Seller’s existing senior executive
officers.  If Buyer determines within the
12-month period described above, that Seller intentionally misrepresented any
matter set forth in this Section 6.2 of
which Buyer was not aware (either through Buyer’s due diligence efforts or
otherwise) prior to Closing of this transaction, then Buyer shall have the
right to seek Buyer’s actual damages (excluding consequential and any other
unforeseeable damages) resulting from such misrepresentation; provided, however, that
in no event shall Buyer be entitled to rescind or otherwise seek a rescission
of this Agreement after Closing.


 


6.3                                 No Representations. 
Except for the express representations and warranties contained in this
Agreement, Buyer hereby affirms that Seller, its agents, employees and/or
attorneys have not made, nor has Buyer relied upon, any representation,
warranty, or promise with respect to the Property, the Improvements, the Personal
Property, the Ground Lease or any other subject matter of this Agreement except
as expressly set forth in this Agreement, including, without limitation, any
warranties or representations, expressed or implied, as to (a) the accuracy of
any survey, soils report or other plan or report with respect to the Property
or the Improvements; or (b) the physical condition of the Personal
Property.  Without limiting the
generality of the foregoing, except as set forth in this Agreement, Buyer is
purchasing the Improvements and the Personal Property, and is assuming the
Ground Lease from Seller, in an “AS IS” “WHERE IS”
CONDITION, SUBJECT TO “ALL FAULTS,” INCLUDING BUT NOT LIMITED TO BOTH LATENT
AND PATENT DEFECTS.  EXCEPT AS MAY RELATE
TO ANY MISREPRESENTATIONS BY SELLER CONTAINED IN THIS AGREEMENT, BUYER HEREBY
WAIVES ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE CONDITION AND USE OF
THE PROPERTY, THE IMPROVEMENTS OR THE PERSONAL PROPERTY, INCLUDING, BUT NOT
LIMITED TO ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.


 


	
  Seller’s Initials:

  	
   

  	
  Buyer’s Initials:

  	
   

  	
   

  



 


Buyer acknowledges that
it will inspect the Property, Improvements and Personal Property and otherwise
undertake to perform investigations of the Property, Improvements, Personal
Property, Ground Lease in accordance with this Agreement, and subject to the
terms of this Agreement, Buyer shall purchase the Improvements and the Personal
Property and to assume the Ground Lease without adjustment to or offset against
the Purchase Price.


 


6.4                                 Environmental Due Diligence.


 


6.4.1                        Buyer
shall have the right, but not the obligation, to perform such environmental due
diligence with respect to the Property as the Master Landlord permits during
the Inspection Contingency Period.  If
Buyer desires to perform environmental due diligence with respect to the
Property or Improvements, or either of them, or conduct any tests or cause the
surface of the ground to be penetrated in any manner for any purpose (such as
soils tests, etc.), it shall first inform Seller and the Master Landlord of
such desire in writing.  Thereafter,
Buyer, Seller and the Master Landlord, shall meet to discuss how and when such
inspection shall be undertaken or if such inspection is acceptable to Seller
and the Master Landlord.  Such environmental
inspections shall be performed by an individual or firm professionally licensed
to perform such inspections in the State of Utah (“Inspector”).  The Inspector shall be informed that it is
employed or otherwise engaged by Seller, the Master Landlord and Buyer,
notwithstanding the fact


 


16
















 


that Buyer shall be
solely obligated to pay the Inspector’s fees and costs; provided, however,
that Seller and/or Master Landlord may not request any information increasing
the cost of Buyer’s requested report. 
The results of Buyer’s inspections, if any, relating to Hazardous
Materials, shall be initially orally reported to Buyer, Seller and the Master
Landlord by the Inspector.  Either Party
may terminate this Agreement as a result of such oral reports indicating the
actual or probable presence of Hazardous Materials on, under or in area of the
Property within five (5) days of each such report, in which case the Earnest
Money will be refunded to Buyer, less the amount of all escrow cancellation
fees, if any, payable by Buyer pursuant to Section 5.8.  If this Agreement is not so terminated, such
reports shall be reduced to writing and marked “draft.”  Buyer shall deliver to Seller and the Master
Landlord as soon as they are made available to Buyer, copies of all reports and
analyses prepared or used in connection with Buyer’s environmental inspection
of the Property.  All studies, data,
reports, analyses, writings and communications, including any environmental
studies or reports, shall be generated by the Inspector for the use of Buyer’s,
Seller’s and the Master Landlord’s attorneys and, to the fullest extent
permitted by law, shall be the work product of Buyer’s, Seller’s and the Master
Landlord’s respective attorneys and shall constitute confidential,
attorney-client communications and each Party shall use its best efforts to
ensure that such confidence and privilege is maintained.


 


6.4.2                        For
purposes of this Agreement, “Hazardous Materials”
means any substance or material which is defined as or included in the
definition of “hazardous substances”, “hazardous wastes”, “hazardous
materials”, “extremely hazardous waste”, “acutely hazardous wastes”,
“restricted hazardous waste”, “toxic substances”, or “known to cause cancer or
reproductive toxicity” (or words of similar import), petroleum products
(including crude oil or any fraction thereof) or any other chemical, substance
or material which is prohibited, limited or regulated under any federal, state
or local law, ordinance, regulation, order, permit, license, decree, common
law, or treaty now or hereafter in force regulating, relating to or imposing
liability or standards concerning materials or substances known or suspected to
be toxic or hazardous to health or safety, the environment or natural
resources.


 


6.5                                 Environmental
Release. Buyer expressly assumes the risk that any Hazardous Material is or
hereafter may be located on the Property or Improvements.  EXCEPT TO
THE EXTENT THE SAME MAY BE AS A RESULT OF THE SOLE ACT OF SELLER, BUYER HEREBY FOREVER RELEASES AND DISCHARGES SELLER AND ANY SUBSIDIARY
OR AFFILIATE OF SELLER, THEIR DIRECTORS, OFFICERS, EMPLOYEES, REPRESENTATIVES
AND AGENTS, FROM AND AGAINST ANY AND ALL JUDGMENTS, CLAIMS, EXPENSES (INCLUDING
ATTORNEYS’ AND OTHER CONSULTANTS’ REASONABLE FEES AND COSTS), CAUSES OF ACTION,
DAMAGES, LIABILITIES, INCLUDING WITHOUT LIMITATION, (A) ALL FORESEEABLE AND ALL
UNFORESEEABLE CONSEQUENTIAL DAMAGES, DIRECTLY OR INDIRECTLY ARISING OUT OF THE
USE, GENERATION, STORAGE, DISPOSAL, RELEASE OR THREATENED RELEASE OF HAZARDOUS
MATERIALS ON THE PROPERTY AND/OR IMPROVEMENTS AND (B) THE COST OF ANY
REASONABLY NECESSARY INVESTIGATION, REPAIR, CLEANUP, REMEDIATION OR
DETOXIFICATION OF THE PROPERTY AND/OR IMPROVEMENTS AND OTHER AFFECTED PROPERTY
AND THE PREPARATION OF ANY CORRECTIVE ACTION, CLOSURE OR OTHER REQUIRED PLANS
OR REPORTS TO THE FULL EXTENT THAT SUCH ACTIONS ARE ALLEGED TO BE


 


17
















 


ATTRIBUTABLE, DIRECTLY OR
INDIRECTLY, TO THE PRESENCE OR USE, GENERATION, STORAGE, RELEASE, THREATENED
RELEASE, OR DISPOSAL OF HAZARDOUS MATERIALS BY ANY PERSON AND RELATE TO OR
INVOLVE THE PROPERTY AND/OR IMPROVEMENTS.


 


	
  Seller’s Initials:

  	
   

  	
  Buyer’s Initials:

  	
   

  	
   

  



 


 


7.                                       COMMISSIONS.  Seller
represents that it has not entered into any contracts with any brokers or
finders nor has obligated itself to pay any real estate commissions or finders’
fees on account of the execution of this Agreement or the close of the
transaction contemplated hereby, except for NAI Utah Commercial Real Estate,
which Seller shall pay a commission pursuant to a separate agreement, which
separate agreement reflects that such commission is to be paid at a rate of
four percent (4%) of Seven Million Three Hundred Seventy One Thousand Dollars
($7,371,000.00).  Buyer represents that
it has not entered into any contracts with any brokers or finders nor has Buyer
obligated itself to pay any real estate commissions or finders’ fees on account
of the execution of this Agreement or the close of the transaction contemplated
hereby, except Woodbury Corporation, who shall look solely to NAI Utah
Commercial Real Estate for payment of any commission due to Woodbury
Corporation in connection with this transaction.  Based on such representations, Buyer and
Seller hereby agree to indemnify, defend and hold each other harmless from any
claims, damages, expenses, liabilities, liens or judgments (including costs,
expenses and attorneys’ fees in defending the same) which arise on account of
any claim made by any person or entity, other than as identified above, for
commissions or finders’ fees with respect to the transaction contemplated
hereby due to the breach of any of the representations and warranties made by
the indemnifying Party in this Section 7.  This indemnification shall survive the
Closing or the cancellation and termination of this Agreement.


 


8.                                       CONDEMNATION, DAMAGE OR DESTRUCTION.


 


8.1                                 Condemnation.  If
during the term of this Agreement and prior to Closing, any entity having the
power of condemnation initiates proceedings to acquire by condemnation any
portion of or interest in the Property or the Improvements (a “Taking”), then either Party shall have the right to
terminate this Agreement by written notice (“Taking
Notice”) to the other Party given prior to the earlier of (a) thirty
(30) days following the date notice of such proceeding is given to Seller by
either the Master Landlord or the entity initiating such proceeding or (b) the
Date of Closing; and Buyer shall be entitled to the return of the Earnest
Money, less the amount of all escrow cancellation fees, if any, payable by
Buyer pursuant to Section 5.8.  If either (i) a Taking occurs and no Taking
Notice is given prior to the applicable date, or (ii) the Taking is not of a
nature as to create a right in either Party to terminate this Agreement, this
Agreement shall not terminate nor shall the Purchase Price be reduced, but such
proceeding and any condemnation relating thereto shall constitute a Permitted
Exception and Seller shall assign to Buyer at Closing any and all rights Seller
may have in such proceeding and any condemnation award relating thereto.


 


8.2                                 Casualty.  If, during
the term of this Agreement and prior to Closing, the Property or any of the
Improvements located thereon is damaged by fire or other casualty (a “Casualty Event”) which Casualty Event cannot be completely
repaired or replaced by Seller prior to Closing, this Agreement shall be deemed
terminated as of the date of such Casualty Event unless Buyer shall elect in
writing (the “Casualty Notice”) to accept the
Property subject to the damage caused by such Casualty Event, such written
notice to be given prior to the earlier to occur of (a) thirty (30) days after
such Casualty Event or (b) the Date of Closing; and Buyer shall be entitled to
a return of the Earnest Money, less the amount of all escrow cancellation fees,
if


 


18
















 


any, payable by Buyer
pursuant to Section 5.8.  If the Casualty Event is not of a nature as
to create a right in either Party to terminate this Agreement, this Agreement
shall not terminate and the Purchase Price shall not be reduced, but Seller
shall, at the Closing and at Seller’s sole and exclusive option and subject to
the rights, title, interests and obligations of the Master Landlord under the
Ground Lease either (x) assign to Buyer all Seller’s right, title and interest
in and to any insurance proceeds with respect to such Casualty Event, or (y)
pay to Buyer any proceeds actually received by Seller with respect to such
Casualty Event.


 


Except as
described above, all other risk of loss due to damage or destruction of the
Improvements or the Personal Property prior to Closing shall be borne by
Seller.


 


9.                                       NOTICES.  All notices,
requests, demands, and other communications hereunder shall be in writing and
shall be given by (a) established express delivery service which maintains
delivery records, (b) hand delivery, or (c) certified or registered mail,
postage prepaid, return receipt requested, to the Parties at the following
addresses, or at such other address as the Parties may designate by written
notice in the above manner:


 


	
  To Seller:

  	
   

  	
  With a copy to:

  
	
   

  	
   

  	
   

  
	
  EVANS & SUTHERLAND

  600 Komas

  Salt Lake City, Utah 84108

  Attention: Bruce Lyman

  Fax No.: (801) 588-4517

  	
   

  	
  SNELL & WILMER,
  L.L.P.

  15 West South Temple

  Suite 1200

  Salt Lake City, Utah 84101

  Attention: W. Brian Hulse, Esq.

  Fax No.: (801) 257-1800

  
	
  To Buyer:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  WOODBURY CORPORATION

  2733 East Parleys Way, Suite 300

  Salt Lake City, Utah 84109-1662

  Attn: W. Richards Woodbury

  Fax No.: (801) 485-0209

  	
   

  	
   

  



 


Communications may
also be given by fax, provided the communication is concurrently given by one
of the above methods.  Notices are
effective upon receipt, or upon attempted delivery if delivery is refused or if
delivery is impossible because of the recipient’s failure to provide a
reasonable means for accomplishing delivery.


 


10.                                 DEFAULT.


 


10.1                           Seller’s Default.  IF SELLER SHALL DEFAULT IN THE PERFORMANCE OF ITS
OBLIGATIONS UNDER THIS AGREEMENT FOR ANY REASON, THEN BUYER, AS ITS SOLE AND
EXCLUSIVE REMEDY AND RIGHT TO DAMAGES AS A RESULT OF SELLER’S DEFAULT, SHALL BE
ENTITLED TO TERMINATE THIS AGREEMENT, RECEIVE THE IMMEDIATE REFUND OF THE
EARNEST MONEY DEPOSITED BY BUYER, AND DAMAGES IN AN AMOUNT EQUAL TO THE LESSER
OF: (A) BUYER’S ACTUAL OUT-OF-POCKET COST AND EXPENSE IN PERFORMING BUYER’S DUE
DILIGENCE WITH RESPECT TO THE PROPERTY AND IMPROVEMENTS AND IN OBTAINING
FINANCING; OR (B) $50,000.00, TO COMPENSATE BUYER FOR ITS COSTS OF PERFORMING
DUE


 


19
















 


DILIGENCE
AND SELLER SHALL BE RESPONSIBLE FOR ALL COSTS OF ESCROW, IF ANY.  NOTWITHSTANDING THE FOREGOING, IF SELLER
INTENTIONALLY DEFAULTS UNDER THIS AGREEMENT FOR THE SOLE PURPOSE OF SELLING THE
PROPERTY TO A THIRD PARTY FOR A HIGHER PURCHASE PRICE, THEN BUYER SHALL BE
ENTITLED TO SEEK SPECIFIC PERFORMANCE OF THIS AGREEMENT.  EXCEPT AS SET FORTH IN THE PRECEDING
SENTENCE, BUYER WAIVES ALL RIGHTS AND REMEDIES BUYER OTHERWISE MAY HAVE BY LAW
TO SPECIFICALLY ENFORCE THIS AGREEMENT.


 


	
  Seller’s Initials:

  	
   

  	
  Buyer’s Initials:

  	
   

  	
   

  



 


10.2                           Buyer’s Default.  IF BUYER SHALL DEFAULT IN THE PERFORMANCE OF ANY OF ITS OBLIGATIONS
(WHICH DEFAULT SHALL INCLUDE BUYER’S FAILURE TO TIMELY CLOSE THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT AFTER SELLER HAS TENDERED PERFORMANCE OF ITS
OBLIGATIONS HEREUNDER) UNDER THIS AGREEMENT, THEN SELLER SHALL BE ENTITLED, AS
ITS SOLE AND EXCLUSIVE REMEDY TO TERMINATE THIS AGREEMENT AND RETAIN THE
EARNEST MONEY AS LIQUIDATED DAMAGES.


 


	
  Seller’s Initials:

  	
   

  	
  Buyer’s Initials:

  	
   

  	
   

  



 


11.                                 ATTORNEYS’ FEES.  If a
Party commences a legal proceeding to enforce any of the terms of this
Agreement, the prevailing Party in such action shall have the right to recover
reasonable attorneys’ fees and costs from the other Party to be fixed by the
court in the same action.  The term
“legal proceedings” as used above shall be deemed to include appeals from a
lower court judgment and it shall include proceedings in the Federal Bankruptcy
Court, whether or not they are adversary proceedings or contested matters.  The term “prevailing Party” as used above in
reference to proceedings in the Federal Bankruptcy Court shall be deemed to
mean the prevailing Party in any adversary proceeding or contested matter, or
any other actions taken by the non-bankrupt party which are reasonably
necessary to protect its rights in the Property, the Improvements, the Ground
Leases and the terms of this Agreement. 
The phrase “prevailing Party” in the context of proceedings in any court
other than the Federal Bankruptcy court shall mean the Party that prevails in
obtaining the remedy or relief sought; so that, for example, the prevailing
Party may be a Party which is ordered to pay $100.00 where the obligation to
pay $80.00 was undisputed and the claiming Party alleged that it was entitled
to $1,000.00.


 


12.                                 SURVIVAL.  The
indemnity agreements contained in Sections 3, 7,
and 13 of this Agreement shall survive any
expiration or termination of this Agreement and shall not merge into any deed
or other instruments delivered and accepted upon the Closing of the transaction
herein contemplated.


 


13.                                 TAX-FREE EXCHANGE. 
The interest in the Property and/or Improvements may be a part of a
tax-free exchange to Seller or Buyer (or both). 
If the interest in the Property and/or the Improvements, or either of
them, are to be a part of a tax-free exchange to a Party, the Party shall
notify the other Party of such fact at least ten (10) days prior to
Closing.  If any such exchange should
fail to occur for whatever reason, the sale of the interest in the Property
and/or Improvements shall nonetheless be consummated.  In connection therewith, the other Party
agrees to execute such documents which the Party initiating the tax-free exchange
deems reasonably necessary or appropriate, and to otherwise cooperate with the
initiating Party to effectuate such exchange; provided,
the other Party shall not be obligated to take title to any replacement
property in connection with such exchange and such exchange


 


20
















 


does not result in any cost to the other Party or any
delay or postponement of the Closing, and provided further
that the other Party shall assume no liability in connection therewith against
which it is not indemnified by the initiating Party, and the Initiating Party
hereby indemnifies and holds the other Party free and harmless from any
liability (including, but not limited to the tax ramifications to the
initiating Party of such exchange) arising by reason of performing acts
requested by the initiating Party to effectuate such exchange.


 


14.                                 MISCELLANEOUS.


 


14.1                           Binding Terms.  The
terms, covenants and conditions herein contained shall be binding upon and
inure to the benefit of the heirs, successors, transferees and assigns of the
Parties.


 


14.2                           No Assignment.  Except
as set forth below, neither Buyer nor Seller shall assign this Agreement or any
rights hereunder to anyone except with the prior written consent of the other
Party not to be unreasonably withheld or delayed; provided,
however, that either Party may assign this Agreement or its
rights hereunder to any third party for purposes of effectuating a tax-free
exchange as set forth in Section 13
above.  Notwithstanding the foregoing,
Seller may assign this Agreement or its rights hereunder (a) to any entity
which is wholly-owned or ultimately owned (i.e. through various subsidiaries)
by Seller (a “Seller Affiliate”); or (b) in
connection with the sale or disposal of the assets or stock of Seller or a
Seller Affiliate. Notwithstanding the foregoing, and in addition to its rights
with respect to a tax-free exchange, Buyer shall have a one time right to
assign all or any portion of Buyer’s interest in this Agreement, provided, however, that Buyer shall
give Seller at least three (3) business days prior written notice of such
assignment, such assignment shall not delay the Closing and Buyer shall remain
liable for all obligations to be performed by Buyer under this Agreement.


 


14.3                           Entire Agreement. 
This Agreement constitutes the entire Agreement between the Parties
hereto with respect to the subject matter hereof, incorporates all prior
agreements, and may only be modified by a subsequent writing duly executed by
the Parties.


 


14.4                           Waivers.  No waiver of
any of the provisions of this Agreement shall constitute a waiver of any other
provision, whether or not similar, nor shall any waiver be a continuing
waiver.  Except as expressly provided in
this Agreement, no waiver shall be binding unless executed in writing by the
Party making the waiver.  Either Party
may waive any provision of this Agreement intended for its benefit; provided, however, such waiver shall
in no way excuse the other Party from the performance of any of its other
obligations under this Agreement.


 


14.5                           Time of the Essence. 
Time is expressly made of the essence of each and every provision of
this Agreement.


 


14.6                           Interpretation.  This
Agreement shall be interpreted and construed only by the contents hereof, and
there shall be no presumption or standard of construction in favor of or
against either Party.


 


14.7                           Governing Law; Jurisdiction. 
This Agreement shall be construed and enforced in accordance with, and
governed by, the law of the state in which the Property and the Improvements
are located. The Parties agree and hereby consent that any legal action with
respect to this Agreement may be commenced and maintained in either the local
courts in the County in which the Property and the Improvements are located or
the United States District Court for the


 


21
















 


District in which the
Property and the Improvements are located and each Party hereby consent to the
personal and subject matter jurisdictions of those courts.  Each Party also agrees that venue is proper
in either of those courts and waives any objection to venue.


 


14.8                           Captions.  The
captions in this Agreement are for convenience only and do not constitute a
part of the provisions hereof.


 


14.9                           Applicability.  If any
term or provision of this Agreement or the application of it to any person,
entity or circumstance shall to any extent be invalid and unenforceable, the
remainder of this Agreement or the application of such term or provision to
persons or circumstances other than those as to which it is invalid or unenforceable
shall not be affected thereby, and each term and provision of this Agreement
shall be valid and shall be enforced to the extent permitted by law.


 


14.10                     Authority.  The
individuals executing this Agreement represent and warrant that they have the
power and authority to do so, and to bind the entities for which they are
executing this Agreement.  In connection
with the foregoing, Buyer represents and warrants to Seller that all necessary
actions have been taken to allow Buyer to execute the documents and otherwise
consummate the transactions contemplated by this Agreement.


 


14.11                     Numbering of Days.  If
the last day of any time period stated herein shall fall on a Saturday, Sunday
or federal legal holiday, then such time period shall be extended to the next
succeeding day which is not a Saturday, Sunday or a federal legal holiday.


 


14.12                     Allocation of Professional Fees.  Except as provided in Section 11
of this Agreement, regardless of whether the transaction contemplated by this
Agreement is consummated, each respective Party shall be responsible for its
own  legal, accounting, and other
professional fees incurred in relation to this Agreement or the transaction
contemplated by this Agreement.


 


14.13                     Publicity/Disclosure of Information.  All publicity or disclosure relating to this
Agreement and the Property and/or the Improvements hereunder or the assignment
of the Ground Lease shall be released only after prior consultation with and
the consent of the other Party.  The
Parties agree to hold strictly confidential, and not to disclose publicly
(except as required by law, including any applicable securities law or other
legal disclosure obligations of such Party or any consolidated group of which
it is a part) any financial information in connection with the sale of the
Improvements or the assignment of the Ground Lease hereunder, or any other
terms and conditions of this Agreement. 
The provisions of this Section 14.13
shall not survive the Closing, but shall survive any termination of this
Agreement prior to the Closing of the transaction contemplated hereby.


 


THE
SUBMISSION OF THIS AGREEMENT FOR EXAMINATION OR ITS NEGOTIATION OR THE
NEGOTIATION OF THE TRANSACTION DESCRIBED HEREIN DOES NOT CONSTITUTE AN OFFER TO
SELL, AND THE EXECUTION OF THIS AGREEMENT BY BUYER DOES NOT CONSTITUTE A
BINDING CONTRACT UNTIL SUCH TIME AS THIS AGREEMENT HAS BEEN EXECUTED BY
AUTHORIZED OFFICERS OF SELLER, AND DELIVERED TO BUYER.


 


22
















 


This Agreement has been
executed as of the date first above written.


 


	
   

  	
  BUYER:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  WOODBURY CORPORATION,

  	
   

  
	
   

  	
  a Utah corporation

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  (Signed) W. Richards
  Woodbury

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Its:

  	
  President

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SELLER:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  EVANS & SUTHERLAND COMPUTER

  CORPORATION,

  	
   

  
	
   

  	
  a Utah corporation

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  (Signed) Thomas
  Atchison

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Its:

  	
  Chief Financial Officer

  	
   

  	
   

  



 


23
















 


EXHIBIT A

SITE PLAN SHOWING PROPERTY


 


A-1
















 


EXHIBIT B

LEGAL DESCRIPTION OF PROPERTY


 


BEGINNING at a point on
the Westerly line of Komas Drive, said point being North 1626.262 feet and West
815.400 feet from the Salt Lake City Survey Monument at the
intersection of Sunnyside Avenue and Padley Street, said Monument is
located South 65°48’24” West 3622.62 feet and East 97.00 feet and South 58.20
feet from the Southeast corner of Section 3, Township 1 South, Range 1
East, Salt Lake Base and Meridian, and running thence South 49°00’00” East
551.954 feet; thence South 41°00’00” West 31.741 feet; thence South 60°00’00”
West 601.002 feet; thence North 49°00’00” West 326.287 feet; thence North
41°00’00” East 488.553 feet; thence North 49°00’00” West 30.00 feet; thence
North 41°00’00” East 111.443 feet to the point of beginning.


 


16:03:300:001:2014 / 6014


 


B-1
















 


EXHIBIT C

IMPROVEMENTS


 


The building and improvements constructed on the Property by Seller
pursuant to the Ground Lease.  Buyer and
Seller acknowledge and agree that the Improvements do not include any real
property, improvements, fixtures equipment or other personal property owned by
the Master Landlord or any third parties pursuant to the terms of the Ground
Lease.


 


C-1
















 


EXHIBIT D

PERSONAL PROPERTY LIST


 


 


BUILDING 650  FURNITURE
INVENTORY AS OF SEPTEMBER 24, 2002


 


HERMAN MILLER AO1 SYSTEMS FURNITURE


 


	
  MODEL
  #

  	
   

  	
  ITEM

  	
   

  	
  DESCRIPTION

  	
   

  	
  QUANTITY

  	
   

  	
  COMMENTS:

  
	
   

  	
   

  	
  TABLES:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ET102

  	
   

  	
   

  	
   

  	
  36”
  Diameter

  	
   

  	
  1

  	
   

  	
   

  
	
  ET103

  	
   

  	
   

  	
   

  	
  42”
  Diameter

  	
   

  	
  8

  	
   

  	
   

  
	
  AO453

  	
   

  	
   

  	
   

  	
  23” X
  48”

  	
   

  	
  4

  	
   

  	
   

  
	
  AO712.3048L

  	
   

  	
   

  	
   

  	
  30” X
  48”

  	
   

  	
  228

  	
   

  	
   

  
	
  AO712.3060L

  	
   

  	
   

  	
   

  	
  30” X
  60”

  	
   

  	
  27

  	
   

  	
   

  
	
  AO712.3072L

  	
   

  	
   

  	
   

  	
  30” X
  72”

  	
   

  	
  6

  	
   

  	
   

  
	
  AO660XX

  	
   

  	
   

  	
   

  	
  36” X
  72”

  	
   

  	
  33

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  CHAIRS:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Kevi
  Management

  	
   

  	
   

  	
   

  	
  Roller

  	
   

  	
  263

  	
   

  	
   

  
	
  Kevi
  Sled Base

  	
   

  	
   

  	
   

  	
  Sled

  	
   

  	
  297

  	
   

  	
   

  
	
  Kevi
  Secretarial

  	
   

  	
   

  	
   

  	
  Secretary

  	
   

  	
  27

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  PANELS:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  AO120.6212LN49044904

  	
   

  	
  1 Foot
  Panel

  	
   

  	
  12” X
  62”

  	
   

  	
  14

  	
   

  	
   

  
	
  AO120.6224LN49044904

  	
   

  	
  2 Foot
  Panel

  	
   

  	
  24” X
  62”

  	
   

  	
  1136

  	
   

  	
   

  
	
  AO120.6248LN49044904

  	
   

  	
  4 Foot
  Panel

  	
   

  	
  48” X
  62”

  	
   

  	
  1147

  	
   

  	
   

  
	
  A1125.3924N

  	
   

  	
  2 Foot
  Panel-Low

  	
   

  	
  24” X
  42”

  	
   

  	
  253

  	
   

  	
   

  
	
  A1125.3948N

  	
   

  	
  4 Foot Panel-Low

  	
   

  	
  48” X
  42”

  	
   

  	
  4

  	
   

  	
  Old HM
  part #

  
	
   

  	
   

  	
  4 Foot
  Panel-Curved Low

  	
   

  	
  Low 48”
  Curved

  	
   

  	
  6

  	
   

  	
   

  



 


Note:  Color 4904, Vertical Surface Blend color:
orange grey


 


	
   

  	
   

  	
  LATERAL FILES:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  AO511.1624KDBUOK

  	
   

  	
  2 Foot
  Lateral File

  	
   

  	
  24”

  	
   

  	
  54

  	
   

  	
   

  
	
  AO511.1648KDBUOK

  	
   

  	
  4 Foot
  Lateral File

  	
   

  	
  48”

  	
   

  	
  512

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  AO483

  	
   

  	
  DRAWER UNITS:

  	
   

  	
   

  	
   

  	
  309

  	
   

  	
  Old HM
  part #

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  AO420DT

  	
   

  	
  PENCIL DRAWERS:

  	
   

  	
   

  	
   

  	
  9

  	
   

  	
  Old HM
  part #

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  TACK BOARDS:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  AO610.16486441

  	
   

  	
  Tack
  Board

  	
   

  	
  48” X
  15”

  	
   

  	
  328

  	
   

  	
   

  



 


HERMAN MILLER AO1 SYSTEMS FURNITURE


 


	
  MODEL
  #

  	
   

  	
  ITEM

  	
   

  	
  DESCRIPTION

  	
   

  	
  QUANTITY

  	
   

  	
  COMMENTS:

  
	
   

  	
   

  	
  SHELVES:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  AO523.1324BU

  	
   

  	
  2 Foot
  Open Shelf

  	
   

  	
  24” X 12
  1/2”

  	
   

  	
  339

  	
   

  	
   

  
	
  AO523.1336BU

  	
   

  	
  3 Foot
  Open Shelf

  	
   

  	
  36” X 12
  1/2”

  	
   

  	
  1

  	
   

  	
   

  
	
  AO523.1348BU

  	
   

  	
  4 Foot
  Open Shelf

  	
   

  	
  48” X 12
  1/2”

  	
   

  	
  731

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  BINS:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  AO560.1348KDBU6403

  	
   

  	
  Flipper
  Bin

  	
   

  	
  48”

  	
   

  	
  3

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  WORK SURFACES:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  AO417.2472LOLBU

  	
   

  	
  6 Foot
  Work Surface

  	
   

  	
  72”

  	
   

  	
  282

  	
   

  	
  Oak
  Laminate Dark Tone Trim

  
	
  AO417.2448LOLBU

  	
   

  	
  4 Foot
  Work Surface

  	
   

  	
  48”

  	
   

  	
  70

  	
   

  	
  Oak
  Laminate Dark Tone Trim

  
	
  AO417.2424LOLBU

  	
   

  	
  2 Foot
  Work Surface

  	
   

  	
  24”

  	
   

  	
  58

  	
   

  	
  Oak
  Laminate Dark Tone Trim

  
	
   

  	
   

  	
   

  	
   

  	
  48”
  (Corner)

  	
   

  	
  152

  	
   

  	
  Oak
  Laminate Dark Tone Trim

  



 


D-1
















 


HERMAN
MILLER AO1 SYSTEMS FURNITURE


 


	
  MODEL
  #

  	
   

  	
  ITEM

  	
   

  	
  DESCRIPTION

  	
   

  	
  QUANTITY

  	
   

  	
  COMMENTS:

  
	
   

  	
   

  	
  SHELVES:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  AO450.1448L

  	
   

  	
  Transaction Top

  	
   

  	
  48”

  	
   

  	
  3

  	
   

  	
  Old HM part #

  
	
  AO450.1424L

  	
   

  	
  Transaction Top

  	
   

  	
  24”

  	
   

  	
  7

  	
   

  	
  Old HM part #

  
	
  AO867FF

  	
   

  	
  Transaction Top

  	
   

  	
  48”
  (Corner)

  	
   

  	
  5

  	
   

  	
  Old HM part #

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  TASK LIGHTS:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  G6123.48MENBU

  	
   

  	
  4 Foot Under Shelf Light

  	
   

  	
  48”

  	
   

  	
  339

  	
   

  	
   

  
	
  G6123.24MENBU

  	
   

  	
  2 Foot Under Shelf Light

  	
   

  	
  24”

  	
   

  	
  10

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  PANEL CONNECTORS:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  AO220.62HLN

  	
   

  	
  Connector

  	
   

  	
  2-Way

  	
   

  	
  373

  	
   

  	
   

  
	
  AO230.62HLN

  	
   

  	
  Connector

  	
   

  	
  3-Way

  	
   

  	
  196

  	
   

  	
   

  
	
  AO240.62HLN

  	
   

  	
  Connector

  	
   

  	
  4-Way

  	
   

  	
  59

  	
   

  	
   

  
	
  AO220.42HLN

  	
   

  	
  Connector

  	
   

  	
  2-Way,
  Low

  	
   

  	
  4

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WEST LOBBY

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  MODEL
  #

  	
   

  	
  ITEM

  	
   

  	
  DESCRIPTION

  	
   

  	
  QUANTITY

  	
   

  	
  COMMENTS:

  
	
  20/656-WW

  	
   

  	
  LOW BACK CHAIR:

  	
   

  	
   

  	
   

  	
  2

  	
   

  	
  Armstrong Chair

  
	
  Formica #437.58

  	
   

  	
  PHONE TABLE:

  	
   

  	
  24 X 24
  X 20

  	
   

  	
  1

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WEST LOBBY DEMONSTRATION ROOM

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  PANELS:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  See attached order form for component part #s

  	
   

  	
  Panel

  	
   

  	
  36”W X
  70”H

  	
   

  	
  2

  	
   

  	
  Ethospace

  
	
  See attached order form for component part #s

  	
   

  	
  Panel

  	
   

  	
  42”W X
  70”H

  	
   

  	
  2

  	
   

  	
  Ethospace

  
	
  See attached order form for component part #s

  	
   

  	
  Panel

  	
   

  	
  30”W X
  38”H

  	
   

  	
  3

  	
   

  	
  Ethospace

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  WORK SURFACES:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  E22310.2478L

  	
   

  	
   

  	
   

  	
  24” x
  78”

  	
   

  	
  1

  	
   

  	
  Ethospace

  
	
  S8542902

  	
   

  	
   

  	
   

  	
  24” x
  84”

  	
   

  	
  1

  	
   

  	
  Ethospace

  
	
  E22310.3078L

  	
   

  	
   

  	
   

  	
  30” x
  78”

  	
   

  	
  2

  	
   

  	
  Ethospace

  
	
   

  	
   

  	
  PEDESTALS:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  F-16-1518-B

  	
   

  	
  Freestanding Ped

  	
   

  	
  15”W X
  18”D X 26 1/4”H

  	
   

  	
  1

  	
   

  	
  Ethospace

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WEST LOBBY CONFERENCE ROOM

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ET156L

  	
   

  	
  TABLE:

  	
   

  	
  54” x
  96” Oval

  	
   

  	
  1

  	
   

  	
  Ethospace

  
	
  EN122PBS

  	
   

  	
  ROLLER CHAIR:

  	
   

  	
  Fixed
  Arms

  	
   

  	
  3

  	
   

  	
  Ethospace

  
	
  EN500PBS

  	
   

  	
  SIDE CHAIR:

  	
   

  	
  Sled
  Base, Fixed Arms

  	
   

  	
  5

  	
   

  	
  Ethospace

  
	
  F-16-1518-B

  	
   

  	
  PHONE TABLE:

  	
   

  	
  15”W X
  18”D X 26 1/4”H

  	
   

  	
  1

  	
   

  	
  Ethospace

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  CONFERENCE ROOMS

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  TABLES:

  	
   

  	
  36” x
  72”

  	
   

  	
  16

  	
   

  	
  Virco Mfg. Corp.

  
	
   

  	
   

  	
  CHAIRS:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  White
  (Without arms)

  	
   

  	
  232

  	
   

  	
  Superior Chaircraft Corp.

  
	
   

  	
   

  	
   

  	
   

  	
  White
  (With arms)

  	
   

  	
  58

  	
   

  	
  Superior Chaircraft Corp.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  CAFETERIA

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  TABLES:

  	
   

  	
  36” X
  36”

  	
   

  	
  14

  	
   

  	
  Virco Mfg. Corp.

  
	
   

  	
   

  	
  CHAIRS:

  	
   

  	
  Stacking

  	
   

  	
  21

  	
   

  	
  Virco Mfg. Corp.

  
	
   

  	
   

  	
  REFRIGERATOR:

  	
   

  	
  17 Cu.
  Ft.

  	
   

  	
  1

  	
   

  	
  Kenmore Coldspot

  
	
   

  	
   

  	
  ICE MAKER:

  	
   

  	
   

  	
   

  	
  1

  	
   

  	
  Ice-O-Matic

  



 


D-2
















 


	
  MODEL
  #

  	
   

  	
  ITEM

  	
   

  	
  DESCRIPTION

  	
   

  	
  QUANTITY

  	
   

  	
  COMMENTS:

  
	
  GLASS OFFICES FURNITURE:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ”

  	
   

  	
  Misc

  	
   

  	
  25” X
  84” Work Surface

  	
   

  	
  2

  	
   

  	
  Walnut

  
	
  ”

  	
   

  	
  Misc

  	
   

  	
  36” X
  36” Corner

  	
   

  	
  1

  	
   

  	
  ”

  
	
  ”

  	
   

  	
  Misc

  	
   

  	
  36” X
  36” Table

  	
   

  	
  1

  	
   

  	
  ”

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  MISCELLANEOUS ITEMS

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Upper
  East Lobby

  	
   

  	
   

  	
   

  	
  11” X
  30” Ottoman

  	
   

  	
  3

  	
   

  	
   

  
	
  Women’s
  Restrooms

  	
   

  	
   

  	
   

  	
  6’ Couch

  	
   

  	
  2

  	
   

  	
   

  
	
  First
  Aid Room

  	
   

  	
   

  	
   

  	
  Couch

  	
   

  	
  1

  	
   

  	
  Nateland
  Prolducts Co., Inc.

  
	
  Lower
  East Lobby

  	
   

  	
   

  	
   

  	
  Databank
  Vault

  	
   

  	
  1

  	
   

  	
  Schwab
  Safe Co., Inc.

  
	
  2nd
  Floor Office & First Aid Room

  	
   

  	
   

  	
   

  	
  2 Drawer
  Filing Cabinet

  	
   

  	
  3

  	
   

  	
  Anderson
  Hickey

  
	
  2nd
  Floor Office

  	
   

  	
   

  	
   

  	
  4 Drawer
  Filing Cabinet

  	
   

  	
  1

  	
   

  	
  Anderson
  Hickey

  



 


D-3
















 


EXHIBIT E

ESTOPPEL CERTIFICATE


 


TO:                            WOODBURY
CORPORATION, a Utah corporation


 


RE:                              The
University of Utah, a body politic and corporate of the State of Utah (“Landlord”), as landlord, and the
predecessor-in-interest of Evans & Sutherland Computer Corporation, a Utah
corporation (“Tenant”), Black Hawk
Investment Company, a general partnership, entered into a Lease Agreement,
dated September 5, 1980, as amended by each of (i) that First Amendment to
Lease Agreement, dated June 7, 1982, (ii) that Second Amendment to Lease
Agreement, dated September 28, 1982, (iii) that Third Addendum to Lease
Agreement, dated April 9, 1987, and (iv) that Fourth Addendum to Lease
Agreement, dated December 31, 1990 (collectively, the “Lease”).


 


The undersigned does
hereby certify to you as follows:


 


1.                                       Landlord
is the current landlord under the Lease for the premises described therein (“Premises”).  The Lease
constitutes the entire agreement between Landlord and Tenant.  The Lease is in full force and effect.


 


2.                                       To
the Landlord’s actual knowledge, Tenant is not in default under the Lease.


 


3.                                       The
presently existing term of the Lease expires on December 31, 2030, and
Tenant has one (1) option, Ten (10) years in length, to extend such term.


 


The
rent payable by Tenant under the Lease is $ 58,513.11 per year during the
current Five (5) year period and increases as follows: On date being five (5)
years after the first rental is due under the Lease and on date every five (5)
years thereafter, a new land rental to be paid by Tenant to Landlord shall be
determined for the five (5) year period immediately following or the remaining
term of this Lease, whichever is the shorter time. The new land rental shall be
such an amount as shall bear the same ratio to the then current annual Consumer
Price Index for All Urban Consumers as shown in the “Survey of Current
Business” of the U. S. Department of Commerce as the base land rental of
$36,873 bore to the Consumer Price Index for All Urban Consumers at the time
first rental was  due.
The land rental so computed shall be payable one-twelfth (1/12) each month for
the following five (5) years or the remaining term of this Lease, whichever is
the shorter time. Under no circumstances shall the rent so determined be lower
than the base land rent; provided, however,
the base land rental above was reduced to $30,423.00 effective May 1, 1987; and
further provided, that effective
January 1, 2021 and throughout the extended term of the Lease, Tenant’s
land rental payment shall be based on and equal to the same per acre rate as is
applied to Tenant’s Land Lease entered into with Landlord dated
December 31, 1990.  The next
scheduled rental increase is September 1, 2007.


 


4.                                       Tenant
has not paid in advance of its due date under the Lease any rent or other
charges due under the Lease.


 


5.                                       Landlord
holds no security deposit.


 


6.                                       This
Master Landlord Estoppel Certificate is not intended to alter or add to the
terms of the Lease and imposes no obligations on Landlord other than as
specifically provided in the Lease. 
Additionally, there may be other agreements which affect the Premises
such as recorded documents.  Reference
should


 


E-1
















 


be made to the
Lease and any other agreements for additional information on the specific
provisions of the Lease or any other agreements.


 


7.                                       The
undersigned is aware that you and prospective purchasers, lenders and others
will rely upon the statements made in this Master Landlord Estoppel Certificate,
and the undersigned has therefore adjusted the language of this Master Landlord
Estoppel Certificate as necessary to make it an accurate statement of the
current facts concerning the Lease.  If
no such adjustments have been made, said parties may rely upon the statements
in this form as printed.


 


8.                                       Additional
items (it will be presumed no additional items exist unless set forth herein):


 


	
  DATE:

  	
   

  	
  , 2004

  	
   

  
	
  (Fill
  in date of execution)

  	
   

  
	
   

  	
   

  
	
   

  	
  LANDLORD

  
	
   

  	
   

  
	
   

  	
  UNIVERSITY OF UTAH,

  
	
   

  	
  a body corporate and
  politic of the State of Utah

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name printed:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
								



 


E-2
















 


EXHIBIT F


 


WHEN RECORDED, RETURN TO:


 


WOODBURY CORPORATION


2733 East Parleys Way,
Suite 300


Salt Lake City, Utah
84109-1662


 


 


Space Above Line
for Recorder’s Use


 


SPECIAL WARRANTY DEED


 


THIS SPECIAL WARRANTY  DEED (“Deed”) is made and entered into this
       day
of             ,
2004, by and between EVANS & SUTHERLAND
COMPUTER CORPORATION, a Utah corporation (“Grantor”),
and WOODBURY CORPORATION, a Utah
corporation (“Grantee”).


 


RECITALS


 


A.                                   The
University of Utah, a body politic and corporate of the State of Utah (“Master Landlord”), as landlord, and
Grantor’s predecessor-in-interest, Black Hawk Investment Company, a general
partnership, entered into a Lease Agreement, dated September 5, 1980, as
amended by each of (i) that First Amendment to Lease Agreement, dated
June 7, 1982, (ii) that Second Amendment to Lease Agreement, dated
September 28, 1982, (iii) that Third Addendum to Lease Agreement, dated
April 9, 1987, and (iv) that Fourth Addendum to Lease Agreement, dated
December 31, 1990 (collectively, the “Ground Lease”),
relating to the real property which is depicted on the site plan attached
hereto as Exhibit A and more particularly
described in Exhibit B attached hereto and
incorporated herein by this reference (the “Property”).


 


B.                                     Grantor
now desires to convey certain improvements to Grantee and Grantee desires to
accept such conveyance of improvements, upon the terms and conditions of this
Deed.


 


C O N V E Y A N C E:


 


NOW, THEREFORE, in
consideration of Ten Dollars and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged,  Grantor hereby grants and conveys to Grantee
all of Grantors’ right, title and interest in the improvements described in Exhibit C attached hereto (the “Improvements”),
together with all rights and appurtenances thereto in anywise belonging,
subject to the Ground Lease (including any rights the Master Landlord may have
upon termination of the Ground Lease) and subject to the Permitted Exceptions
listed on Exhibit D attached hereto, and Grantor
hereby binds itself, its successors and assigns, to warrant and defend the
grant and conveyance of the Improvements unto Grantee, its successors and
assigns, against every person whomsoever lawfully claiming or to claim the same
or any part thereof by, through, or under Grantor, but not otherwise.


 


IN WITNESS
WHEREOF, Grantor has executed this Deed effective as of the date first written
above.


 


F-1
















 


	
   

  	
  GRANTOR:

  
	
   

  	
   

  
	
   

  	
  EVANS
  & SUTHERLAND COMPUTER

  
	
   

  	
  CORPORATION,

  
	
   

  	
  a Utah corporation

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Its:

  	
   

  	
   

  



 


F-2
















 


	
  STATE OF

  	
  )

  
	
   

  	
  ) :ss.

  
	
  COUNTY OF

  	
  )

  



 


On
               
    , 2004, before
me                                               ,
a Notary Public, personally appeared                                      ,
the                                          
of Evans & Sutherland Computer Corporation, a Utah corporation, personally
known to me (or proved to me on the basis of satisfactory evidence) to be the
person whose name is subscribed to the within instrument and acknowledged to me
that he/she executed the same in his/her authorized capacity, and that by
his/her signature on the instrument he/she executed the instrument.






	
  WITNESS my hand and
  official seal

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  NOTARY PUBLIC

  



 


F-3
















 


Exhibit A
to EXHIBIT F

SITE PLAN SHOWING
PROPERTY


 


F-4
















 


Exhibit B
to EXHIBIT F

LEGAL DESCRIPTION OF PROPERTY


 


BEGINNING at a point on
the Westerly line of Komas Drive, said point being North 1626.262 feet and West
815.400 feet from the Salt Lake City Survey Monument at the
intersection of Sunnyside Avenue and Padley Street, said Monument is
located South 65°48’24” West 3622.62 feet and East 97.00 feet and South 58.20
feet from the Southeast corner of Section 3, Township 1 South, Range 1
East, Salt Lake Base and Meridian, and running thence South 49°00’00” East
551.954 feet; thence South 41°00’00” West 31.741 feet; thence South 60°00’00”
West 601.002 feet; thence North 49°00’00” West 326.287 feet; thence North
41°00’00” East 488.553 feet; thence North 49°00’00” West 30.00 feet; thence
North 41°00’00” East 111.443 feet to the point of beginning.


 


16:03:300:001:2014 / 6014


 


F-5
















 


Exhibit C
to EXHIBIT F

DESCRIPTION OF IMPROVEMENTS


 


The building and improvements constructed on the Property by Seller
pursuant to the Ground Lease.  Buyer and
Seller acknowledge and agree that the Improvements do not include any real
property, improvements, fixtures equipment or other personal property owned by
the Master Landlord or any third parties pursuant to the terms of the Ground
Lease.


 


F-6
















 


Exhibit D
to EXHIBIT F

PERMITTED EXCEPTIONS


 


 [Insert Permitted Exceptions from Title
Commitment and such other items agreed to by Buyer pursuant to Agreement].


 


F-7
















 


EXHIBIT G


 


WHEN RECORDED, RETURN TO:


 


WOODBURY CORPORATION


2733 East Parleys Way,
Suite 300


Salt Lake City, Utah
84109-1662


 


 


Space Above Line
for Recorder’s Use


 


ASSIGNMENT OF LEASE


 


THIS ASSIGNMENT OF LEASE (“Assignment”) is
made and entered into this         day
of             ,
2004, by and between EVANS & SUTHERLAND
COMPUTER CORPORATION, a Utah corporation (“E&S”),
and WOODBURY CORPORATION, a Utah
corporation (“Buyer”).


 


RECITALS


 


A.                                   The
University of Utah, a body politic and corporate of the State of Utah (“Master Landlord”), as landlord, and E&S’
predecessor-in-interest, Black Hawk Investment Company, a general partnership,
entered into a Lease Agreement, dated September 5, 1980, as amended by
each of (i) that First Amendment to Lease Agreement, dated June 7, 1982,
(ii) that Second Amendment to Lease Agreement, dated September 28, 1982,
(iii) that Third Addendum to Lease Agreement, dated April 9, 1987, and
(iv) that Fourth Addendum to Lease Agreement, dated December 31, 1990
(collectively, the “Ground Lease”),
relating to the real property which is depicted on the site plan attached
hereto as Exhibit A and more particularly
described in Exhibit B attached hereto and
incorporated herein by this reference (the “Property”).


 


B.                                     E&S
now desires to assign all of E&S’ right, title, interest and obligations in
and under the Ground Lease to Buyer and Buyer desires to accept such assignment
and assume such right, title, interest and obligations in and under the Ground
Lease, upon the terms and conditions of this Assignment.


 


A G R E E M E N T:


 


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


 


1.                                       Assignment and Assumption. 
Subject to the Permitted Exceptions set forth on Exhibit D
attached hereto, E&S hereby assigns and transfers to Buyer all of its
right, title and interest in and to the Ground Lease and Buyer hereby accepts
the foregoing assignment and assumes the obligations of E&S pursuant to the
Ground Lease arising from and after the date hereof.


 


2.                                       Buyer’s Indemnity. 
Buyer covenants and agrees to indemnify, defend, and hold harmless
E&S, and any subsidiary or affiliate of E&S, their directors, officers,
employees, stockholders, representatives and agents and their respective
successors and assigns, from and against any actions, suits, proceedings,
judgments, claims, causes of action, damages and liabilities, and all costs and
expenses (including without limitation reasonable attorneys’ and other
consultants’ fees and costs) incurred in


 


G-1
















 


connection therewith, based upon or arising out of any breach or
alleged breach of the Ground Lease by Buyer, its successors or assigns, or
arising in connection with the Ground Lease occurring or alleged to have
occurred from and after the date of this Assignment.  Buyer covenants and agrees, for itself, its
successors and assigns, to deliver to E&S, immediately upon receipt of same
by Buyer, or any successor or assign, as the case may be, copies of any notices
of default or breach under the Ground Lease. 
E&S shall have the right, but not the obligation, to cure any such
defaults and Buyer shall reimburse E&S for any costs (including reasonable
attorneys’ fees and other consultants’ costs and expenses) incurred in curing
such default or breach.


 


3.                                       E&S’ Representations and Indemnity.  E&S hereby represents and warrants that,
except for the Permitted Exceptions, E&S has performed all of the
obligations of E&S accruing prior to the date of this Assignment, and as
tenant under the Ground Lease.  E&S
covenants and agrees to indemnify, defend, and hold harmless Buyer, and any
subsidiary or affiliate of Buyer, their directors, officers, employees,
stockholders, representatives and agents and their respective successors and
assigns, from and against any actions, suits, proceedings, judgments, claims,
causes of action, damages and liabilities, and all costs and expenses
(including without limitation reasonable attorneys’ and other consultants’ fees
and costs) incurred in connection therewith, based upon or arising out of any
breach or alleged breach of the Ground Lease by E&S, its successors or
assigns, or arising in connection with the Ground Lease occurring or alleged to
have occurred up to the date of this Assignment.


 


4.                                       Binding Effect.  This
Assignment shall be binding on and inure to the benefit of the parties hereto,
their heirs, executors, administrators, successors in interest and assigns.


 


IN WITNESS
WHEREOF, the parties have executed this Assignment effective as of the date
first written above.


 


	
   

  	
  E&S:

  
	
   

  	
   

  
	
   

  	
  EVANS
  & SUTHERLAND COMPUTER

  
	
   

  	
  CORPORATION,

  
	
   

  	
  a Utah corporation

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  
	
   

  	
  Its:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BUYER:

  
	
   

  	
   

  
	
   

  	
  WOODBURY CORPORATION,

  
	
   

  	
  a Utah corporation

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  
	
   

  	
  Its:

  	
   

  
						



 


G-2
















 


	
  STATE OF

  	
  )

  
	
   

  	
  ) :ss.

  
	
  COUNTY OF

  	
  )

  



 


On
                
      , 2004, before
me                                                 ,
a Notary Public, personally appeared
                                                 ,
the
                                                 
of Evans & Sutherland Computer Corporation, a Utah corporation, personally
known to me (or proved to me on the basis of satisfactory evidence) to be the
person whose name is subscribed to the within instrument and acknowledged to me
that he/she executed the same in his/her authorized capacity, and that by
his/her signature on the instrument he/she executed the instrument.


 


	
  WITNESS my hand and
  official seal

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  NOTARY PUBLIC

  



 


* * *
* * * * * * *


 


 


	
  STATE OF

  	
  )

  
	
   

  	
  ) :ss.

  
	
  COUNTY OF

  	
  )

  



 


On
                   
     , 2004, before
me                                                 ,
a Notary Public, personally appeared
                                                 ,
the
                                                 
of Woodbury Corporation, a Utah corporation, personally known to me (or proved
to me on the basis of satisfactory evidence) to be the person whose name is
subscribed to the within instrument and acknowledged to me that he/she executed
the same in his/her authorized capacity, and that by his/her signature on the
instrument he/she executed the instrument.


 


	
  WITNESS my hand and
  official seal

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  NOTARY PUBLIC

  



 


G-3
















 


Exhibit A
to EXHIBIT G

SITE PLAN SHOWING
PROPERTY


 


G-4
















 


Exhibit B
to EXHIBIT G

LEGAL DESCRIPTION OF PROPERTY


 


BEGINNING at a point on
the Westerly line of Komas Drive, said point being North 1626.262 feet and West
815.400 feet from the Salt Lake City Survey Monument at the
intersection of Sunnyside Avenue and Padley Street, said Monument is located
South 65°48’24” West 3622.62 feet and East 97.00 feet and South 58.20 feet from
the Southeast corner of Section 3, Township 1 South, Range 1 East, Salt
Lake Base and Meridian, and running thence South 49°00’00” East 551.954 feet;
thence South 41°00’00” West 31.741 feet; thence South 60°00’00” West 601.002
feet; thence North 49°00’00” West 326.287 feet; thence North 41°00’00” East
488.553 feet; thence North 49°00’00” West 30.00 feet; thence North 41°00’00”
East 111.443 feet to the point of beginning.


 


16:03:300:001:2014 / 6014


 


G-5
















 


Exhibit C
to EXHIBIT G

DESCRIPTION OF IMPROVEMENTS


 


The building and improvements constructed on the Property by Seller
pursuant to the Ground Lease.  Buyer and
Seller acknowledge and agree that the Improvements do not include any real
property, improvements, fixtures equipment or other personal property owned by
the Master Landlord or any third parties pursuant to the terms of the Ground
Lease.


 


G-6
















 


Exhibit D
to EXHIBIT G

PERMITTED EXCEPTIONS


 


G-7
















 


EXHIBIT H


 


BILL OF SALE

(Personal Property located at 650 Komas
Drive)


 


THIS BILL OF SALE (“Bill of Sale”) is delivered by EVANS & SUTHERLAND
COMPUTER CORPORATION, a Utah corporation (“Seller”), to
WOODBURY CORPORATION, a Utah corporation (“Buyer”) in
connection with the sale of the items described herein.


 


Seller, for and in
consideration of the sum of Ten Dollars ($10.00) and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
hereby conveys to Buyer all of Seller’s right, title and interest in and to the
personal property, fixtures and equipment listed on Exhibit A
attached hereto (the “Property”) as
of the date of this Bill of Sale.


 


Except as expressly set
forth in the Agreement, the Property is hereby conveyed to Buyer “AS IS, WHERE
IS” and “WITHOUT WARRANTY, EXPRESS OR IMPLIED”, INCLUDING WITHOUT LIMITATION,
ANY WARRANTY AS TO MERCHANTABILITY OR FITNESS AS TO A PARTICULAR PURPOSE.


 


Seller
hereby represents and warrants to Buyer that Seller is the owner of the
Property.  Seller further represents and
warrants to Buyer that the Property is free and clear of any monetary liens or
encumbrances.  NOTWITHSTANDING THE
FOREGOING, TO THE EXTENT SELLER’S REPRESENTATIONS OR WARRANTIES SET FORTH
HEREIN ARE NOT TRUE AND CORRECT, BUYER’S SOLE AND EXCLUSIVE REMEDY SHALL BE TO
OBTAIN A REFUND FROM SELLER OF THE TOTAL CONSIDERATION PAID BY BUYER TO SELLER
FOR THE PERSONAL PROPERTY IN AN AMOUNT NOT TO EXCEED $5,000.00, AND BUYER
HEREBY RELEASES AND WAIVES ANY OTHER CLAIMS OR CAUSES OF ACTION WHICH BUYER MAY
HAVE AGAINST SELLER OR ANY OF ITS AFFILIATES OR PARENT COMPANIES AND THEIR
RESPECTIVE DIRECTORS, OFFICERS, SHAREHOLDERS, MANAGERS, MEMBERS, AGENTS,
ATTORNEYS OR EMPLOYEES IN CONNECTION WITH THE PROPERTY.  IN ADDITION, THE FOREGOING REPRESENTATIONS
AND WARRANTIES OF SELLER ARE LIMITED AND SHALL BE OF NO FURTHER FORCE OR EFFECT
AFTER THE DATE WHICH IS TWO (2) YEARS FOLLOWING THE DATE OF THIS BILL OF SALE.


 


This Bill of Sale may,
but need not be, supplemented by specific assignments of any and all the assets
covered hereby, and Seller covenants and agrees that it will, within ten (10)
business days after Buyer’s written request, execute and deliver to Buyer, its
successors and assigns, such supplemental or specific assignments as Buyer, its
successors or assigns may deem reasonably necessary and advisable to carry out
the purposes of the conveyance of Seller’s right, title and interest in and to
the Property, and to vest in Buyer, as of the date hereof, such title to the
Property covered hereby as may be transferred hereby.


 


H-1
















 


IN WITNESS WHEREOF,
Seller has executed  this Bill of
Sale as of the         day of
                    ,
2004.


 


	
   

  	
  EVANS
  & SUTHERLAND COMPUTER CORPORATION,

  
	
   

  	
  a Utah corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Its:

  	
   

  	
   

  



 


H-2
















 


EXHIBIT
A to EXHIBIT H

PERSONAL PROPERTY LIST


 


BUILDING 650  FURNITURE
INVENTORY AS OF SEPTEMBER 24, 2002


 


HERMAN MILLER AO1 SYSTEMS FURNITURE


 


	
  MODEL
  #

  	
   

  	
  ITEM

  	
   

  	
  DESCRIPTION

  	
   

  	
  QUANTITY

  	
   

  	
  COMMENTS:

  
	
   

  	
   

  	
  TABLES:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ET102

  	
   

  	
   

  	
   

  	
  36”
  Diameter

  	
   

  	
  1

  	
   

  	
   

  
	
  ET103

  	
   

  	
   

  	
   

  	
  42”
  Diameter

  	
   

  	
  8

  	
   

  	
   

  
	
  AO453

  	
   

  	
   

  	
   

  	
  23” X
  48”

  	
   

  	
  4

  	
   

  	
   

  
	
  AO712.3048L

  	
   

  	
   

  	
   

  	
  30” X
  48”

  	
   

  	
  228

  	
   

  	
   

  
	
  AO712.3060L

  	
   

  	
   

  	
   

  	
  30” X
  60”

  	
   

  	
  27

  	
   

  	
   

  
	
  AO712.3072L

  	
   

  	
   

  	
   

  	
  30” X
  72”

  	
   

  	
  6

  	
   

  	
   

  
	
  AO660XX

  	
   

  	
   

  	
   

  	
  36” X
  72”

  	
   

  	
  33

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  CHAIRS:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Kevi
  Management

  	
   

  	
   

  	
   

  	
  Roller

  	
   

  	
  263

  	
   

  	
   

  
	
  Kevi
  Sled Base

  	
   

  	
   

  	
   

  	
  Sled

  	
   

  	
  297

  	
   

  	
   

  
	
  Kevi
  Secretarial

  	
   

  	
   

  	
   

  	
  Secretary

  	
   

  	
  27

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  PANELS:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  AO120.6212LN49044904

  	
   

  	
  1 Foot
  Panel

  	
   

  	
  12” X
  62”

  	
   

  	
  14

  	
   

  	
   

  
	
  AO120.6224LN49044904

  	
   

  	
  2 Foot
  Panel

  	
   

  	
  24” X
  62”

  	
   

  	
  1136

  	
   

  	
   

  
	
  AO120.6248LN49044904

  	
   

  	
  4 Foot
  Panel

  	
   

  	
  48” X
  62”

  	
   

  	
  1147

  	
   

  	
   

  
	
  A1125.3924N

  	
   

  	
  2 Foot
  Panel-Low

  	
   

  	
  24” X
  42”

  	
   

  	
  253

  	
   

  	
   

  
	
  A1125.3948N

  	
   

  	
  4 Foot
  Panel-Low

  	
   

  	
  48” X
  42”

  	
   

  	
  4

  	
   

  	
  Old HM
  part #

  
	
   

  	
   

  	
  4 Foot
  Panel-Curved Low

  	
   

  	
  Low 48”
  Curved

  	
   

  	
  6

  	
   

  	
   

  



 


Note:  Color 4904, Vertical Surface Blend color:
orange grey


 


	
   

  	
   

  	
  LATERAL FILES:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  AO511.1624KDBUOK

  	
   

  	
  2 Foot
  Lateral File

  	
   

  	
  24”

  	
   

  	
  54

  	
   

  	
   

  
	
  AO511.1648KDBUOK

  	
   

  	
  4 Foot Lateral
  File

  	
   

  	
  48”

  	
   

  	
  512

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  AO483

  	
   

  	
  DRAWER UNITS:

  	
   

  	
   

  	
   

  	
  309

  	
   

  	
  Old HM
  part #

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  AO420DT

  	
   

  	
  PENCIL DRAWERS:

  	
   

  	
   

  	
   

  	
  9

  	
   

  	
  Old HM
  part #

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  TACK BOARDS:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  AO610.16486441

  	
   

  	
  Tack
  Board

  	
   

  	
  48” X
  15”

  	
   

  	
  328

  	
   

  	
   

  



 


HERMAN MILLER AO1 SYSTEMS FURNITURE


 


	
  MODEL
  #

  	
   

  	
  ITEM

  	
   

  	
  DESCRIPTION

  	
   

  	
  QUANTITY

  	
   

  	
  COMMENTS:

  
	
   

  	
   

  	
  SHELVES:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  AO523.1324BU

  	
   

  	
  2 Foot
  Open Shelf

  	
   

  	
  24” X 12
  1/2”

  	
   

  	
  339

  	
   

  	
   

  
	
  AO523.1336BU

  	
   

  	
  3 Foot
  Open Shelf

  	
   

  	
  36” X 12
  1/2”

  	
   

  	
  1

  	
   

  	
   

  
	
  AO523.1348BU

  	
   

  	
  4 Foot
  Open Shelf

  	
   

  	
  48” X 12
  1/2”

  	
   

  	
  731

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  BINS:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  AO560.1348KDBU6403

  	
   

  	
  Flipper
  Bin

  	
   

  	
  48”

  	
   

  	
  3

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  WORK SURFACES:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  AO417.2472LOLBU

  	
   

  	
  6 Foot
  Work Surface

  	
   

  	
  72”

  	
   

  	
  282

  	
   

  	
  Oak
  Laminate Dark Tone Trim

  
	
  AO417.2448LOLBU

  	
   

  	
  4 Foot
  Work Surface

  	
   

  	
  48”

  	
   

  	
  70

  	
   

  	
  Oak
  Laminate Dark Tone Trim

  
	
  AO417.2424LOLBU

  	
   

  	
  2 Foot
  Work Surface

  	
   

  	
  24”

  	
   

  	
  58

  	
   

  	
  Oak
  Laminate Dark Tone Trim

  
	
   

  	
   

  	
   

  	
   

  	
  48”
  (Corner)

  	
   

  	
  152

  	
   

  	
  Oak
  Laminate Dark Tone Trim

  



 


H-3
















 


HERMAN
MILLER AO1 SYSTEMS FURNITURE


 


	
  MODEL
  #

  	
   

  	
  ITEM

  	
   

  	
  DESCRIPTION

  	
   

  	
  QUANTITY

  	
   

  	
  COMMENTS:

  
	
   

  	
   

  	
  SHELVES:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  AO450.1448L

  	
   

  	
  Transaction Top

  	
   

  	
  48”

  	
   

  	
  3

  	
   

  	
  Old HM part #

  
	
  AO450.1424L

  	
   

  	
  Transaction Top

  	
   

  	
  24”

  	
   

  	
  7

  	
   

  	
  Old HM part #

  
	
  AO867FF

  	
   

  	
  Transaction Top

  	
   

  	
  48”
  (Corner)

  	
   

  	
  5

  	
   

  	
  Old HM part #

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  TASK LIGHTS:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  G6123.48MENBU

  	
   

  	
  4 Foot Under Shelf Light

  	
   

  	
  48”

  	
   

  	
  339

  	
   

  	
   

  
	
  G6123.24MENBU

  	
   

  	
  2 Foot Under Shelf Light

  	
   

  	
  24”

  	
   

  	
  10

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  PANEL CONNECTORS:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  AO220.62HLN

  	
   

  	
  Connector

  	
   

  	
  2-Way

  	
   

  	
  373

  	
   

  	
   

  
	
  AO230.62HLN

  	
   

  	
  Connector

  	
   

  	
  3-Way

  	
   

  	
  196

  	
   

  	
   

  
	
  AO240.62HLN

  	
   

  	
  Connector

  	
   

  	
  4-Way

  	
   

  	
  59

  	
   

  	
   

  
	
  AO220.42HLN

  	
   

  	
  Connector

  	
   

  	
  2-Way,
  Low

  	
   

  	
  4

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WEST LOBBY

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  MODEL
  #

  	
   

  	
  ITEM

  	
   

  	
  DESCRIPTION

  	
   

  	
  QUANTITY

  	
   

  	
  COMMENTS:

  
	
  20/656-WW

  	
   

  	
  LOW BACK CHAIR:

  	
   

  	
   

  	
   

  	
  2

  	
   

  	
  Armstrong
  Chair

  
	
  Formica #437.58

  	
   

  	
  PHONE TABLE:

  	
   

  	
  24 X 24
  X 20

  	
   

  	
  1

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WEST LOBBY DEMONSTRATION ROOM

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  PANELS:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  See attached order form for component part #s

  	
   

  	
  Panel

  	
   

  	
  36”W X
  70”H

  	
   

  	
  2

  	
   

  	
  Ethospace

  
	
  See attached order form for component part #s

  	
   

  	
  Panel

  	
   

  	
  42”W X
  70”H

  	
   

  	
  2

  	
   

  	
  Ethospace

  
	
  See attached order form for component part #s

  	
   

  	
  Panel

  	
   

  	
  30”W X
  38”H

  	
   

  	
  3

  	
   

  	
  Ethospace

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  WORK SURFACES:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  E22310.2478L

  	
   

  	
   

  	
   

  	
  24” x
  78”

  	
   

  	
  1

  	
   

  	
  Ethospace

  
	
  S8542902

  	
   

  	
   

  	
   

  	
  24” x
  84”

  	
   

  	
  1

  	
   

  	
  Ethospace

  
	
  E22310.3078L

  	
   

  	
   

  	
   

  	
  30” x
  78”

  	
   

  	
  2

  	
   

  	
  Ethospace

  
	
   

  	
   

  	
  PEDESTALS:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  F-16-1518-B

  	
   

  	
  Freestanding Ped

  	
   

  	
  15”W X
  18”D X 26 1/4”H

  	
   

  	
  1

  	
   

  	
  Ethospace

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WEST LOBBY CONFERENCE ROOM

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ET156L

  	
   

  	
  TABLE:

  	
   

  	
  54” x
  96” Oval

  	
   

  	
  1

  	
   

  	
  Ethospace

  
	
  EN122PBS

  	
   

  	
  ROLLER CHAIR:

  	
   

  	
  Fixed
  Arms

  	
   

  	
  3

  	
   

  	
  Ethospace

  
	
  EN500PBS

  	
   

  	
  SIDE CHAIR:

  	
   

  	
  Sled
  Base, Fixed Arms

  	
   

  	
  5

  	
   

  	
  Ethospace

  
	
  F-16-1518-B

  	
   

  	
  PHONE TABLE:

  	
   

  	
  15”W X
  18”D X 26 1/4”H

  	
   

  	
  1

  	
   

  	
  Ethospace

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  CONFERENCE ROOMS

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  TABLES:

  	
   

  	
  36” x
  72”

  	
   

  	
  16

  	
   

  	
  Virco Mfg. Corp.

  
	
   

  	
   

  	
  CHAIRS:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  White
  (Without arms)

  	
   

  	
  232

  	
   

  	
  Superior Chaircraft Corp.

  
	
   

  	
   

  	
   

  	
   

  	
  White
  (With arms)

  	
   

  	
  58

  	
   

  	
  Superior Chaircraft Corp.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  CAFETERIA

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  TABLES:

  	
   

  	
  36” X
  36”

  	
   

  	
  14

  	
   

  	
  Virco Mfg. Corp.

  
	
   

  	
   

  	
  CHAIRS:

  	
   

  	
  Stacking

  	
   

  	
  21

  	
   

  	
  Virco Mfg. Corp.

  
	
   

  	
   

  	
  REFRIGERATOR:

  	
   

  	
  17 Cu.
  Ft.

  	
   

  	
  1

  	
   

  	
  Kenmore Coldspot

  
	
   

  	
   

  	
  ICE MAKER:

  	
   

  	
   

  	
   

  	
  1

  	
   

  	
  Ice-O-Matic

  



 


H-4
















 


	
  MODEL
  #

  	
   

  	
  ITEM

  	
   

  	
  DESCRIPTION

  	
   

  	
  QUANTITY

  	
   

  	
  COMMENTS:

  
	
  GLASS OFFICES FURNITURE:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ”

  	
   

  	
  Misc

  	
   

  	
  25” X
  84” Work Surface

  	
   

  	
  2

  	
   

  	
  Walnut

  
	
  ”

  	
   

  	
  Misc

  	
   

  	
  36” X
  36” Corner

  	
   

  	
  1

  	
   

  	
  ”

  
	
  ”

  	
   

  	
  Misc

  	
   

  	
  36” X
  36” Table

  	
   

  	
  1

  	
   

  	
  ”

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  MISCELLANEOUS ITEMS

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Upper
  East Lobby

  	
   

  	
   

  	
   

  	
  11” X
  30” Ottoman

  	
   

  	
  3

  	
   

  	
   

  
	
  Women’s
  Restrooms

  	
   

  	
   

  	
   

  	
  6’ Couch

  	
   

  	
  2

  	
   

  	
   

  
	
  First
  Aid Room

  	
   

  	
   

  	
   

  	
  Couch

  	
   

  	
  1

  	
   

  	
  Nateland
  Prolducts Co., Inc.

  
	
  Lower
  East Lobby

  	
   

  	
   

  	
   

  	
  Databank
  Vault

  	
   

  	
  1

  	
   

  	
  Schwab
  Safe Co., Inc.

  
	
  2nd
  Floor Office & First Aid Room

  	
   

  	
   

  	
   

  	
  2 Drawer
  Filing Cabinet

  	
   

  	
  3

  	
   

  	
  Anderson
  Hickey

  
	
  2nd
  Floor Office

  	
   

  	
   

  	
   

  	
  4 Drawer
  Filing Cabinet

  	
   

  	
  1

  	
   

  	
  Anderson
  Hickey

  



 


H-5
















 


PURCHASE AND SALE AGREEMENT


 


between


 


EVANS
& SUTHERLAND COMPUTER CORPORATION,

a Utah corporation


 


as
Seller


 


and


 


WOODBURY
CORPORATION,

a Utah corporation


 


as
Buyer


 


	
  Dated: April 7,
  2004

  	
   

  
	
  Building located at 650
  Komas Drive

  	
   

  
	
  University of Utah,
  Research Park

  	
   

  
	
  Salt Lake City, Utah