Exhibit
10.4


 


When Recorded, Return To:


 


W. Brian Hulse, Esq.


SNELL & WILMER, L.L.P.


Gateway Tower West


15 West South Temple,
Suite 1200


Salt Lake City, Utah
84101


 


 


CONSENT
TO LEASE AGREEMENT


 


A.                                   WELLS FARGO FOOTHILL, INC., a California corporation, formerly known as FOOTHIL CAPITAL CORPORATION (“Foothill”), is the “Beneficiary” under that
certain Leasehold Deed of Trust, Assignment of Rents, Security Agreement and
Fixture Filing, executed December 14, 2000, and recorded on
December 20, 2000, as Entry No. 7784142, in Book 8409, at Page 3891, of
the real property records of Salt Lake County, Utah, as amended and/or modified
of record (“Deed of Trust”) with respect to
the real property described in Exhibit A thereto (“Property”)
and as more particularly described on Exhibit
A attached hereto.


 


B.                                     Foothill
is the “Assignee” under that certain Absolute Assignment of Sub-Leases and
Rents, executed December 14, 2000, and recorded December 20, 2000, as
Entry No. 7784145, in Book 8409 at Page 3943, of the real property records of
Salt Lake County, Utah, as amended and/or modified of record (“Assignment”) with respect to the leasehold
interests described in Exhibit  A
thereto (the “Leasehold Interests”).


 


C.                                     EVANS & SUTHERLAND COMPUTER CORPORATION,
a Utah Corporation (“E&S”), is
the “Trustor” under the Deed of Trust and the “Assignor” under the Assignment.


 


D.                                    Pursuant
to that certain Purchase and Sale Agreement, dated April 7, 2004, between
E&S and WOODBURY CORPORATION, a
Utah corporation, and with the consent and approval of Foothill, E&S has
sold its right, title and interest in all improvements on certain real property
located at 650 Komas Drive, Salt Lake City, Utah, which property is more
particularly described on Exhibit B attached
hereto, and has assigned its right, title, interest and obligations in that
certain Lease Agreement between THE
UNIVERSITY OF UTAH, a body politic and corporate of the State of
Utah (the “University”), and the
predecessor-in-interest of E&S,
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 to Komas L.L.C., a Utah limited liability
company (“Buyer”).  Such sale and assignment transaction is
sometimes referred to herein as the “Sale Transaction”.


 


E.                                      As
part of the Sale Transaction, E&S has entered into a Lease Agreement, dated
June 25th, 2004, between E&S and Buyer with respect to the Property (the “Lease Agreement”).


 


Foothill does hereby
consent to and approve the terms and conditions of the Lease Agreement. This


 


650 Komas Drive

University of Utah, Research Park

Salt Lake City, Utah


 
















 


Consent Agreement shall
not be construed as a release of the collateral secured by the Deed of Trust or
the Assignment or a subordination of the Deed of Trust or the Assignment as to
any recorded interest in the Property..


 


Dated this 24th
day of June, 2004.


 


	
   

  	
  WELLS FARGO FOOTHILL, INC.,
  f/k/a

  
	
   

  	
  Foothill Capital
  Corporation, a California corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  (Signed) Larissa
  Mergerdichian

  	
   

  
	
   

  	
  Larissa Megerdichian
  V.P.

  



 


2
















 


	
  STATE OF CALIFORNIA

  	
  )

  
	
   

  	
  ) ss:

  
	
  COUNTY OF LOS ANGELES

  	
  )

  



 


On June 24, 2004,
before me Rochelle M. Lyon, Notary Public, personally appeared Larissa
Megerdichian, personally known to me to be the person of WELLS FARGO FOOTHILL, INC. a California
corporation, whose name is subscribed to the within instrument and
acknowledged to me that she executed the same in her authorized capacity, and
that by her signature on the instrument the person, or the entity upon behalf
of which the person acted, executed the instrument.


 


WITNESS my hand and
official seal


 


	
   

  	
  (Signed) Rochelle M
  Lyon

  	
   

  
	
  Stamp

  	
  Notary Public

  



 
















 


EXHIBIT A


Property
Legal Description


 


That certain real
property located in Salt Lake County, Utah, and more particularly described as
follows:


 


PROPERTY


 


560 Arapeen


 


BEGINNING at a point on
the Westerly line of Arapeen Drive, said point being North 2324.780 feet and
West 686.110 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 41°00’00” West 212.00 feet; thence North
49°00’00” West 90.00 feet; thence South 41°00’00” West 340.00 feet; thence
South 49°00’00” East 260.00 feet; thence North 41°00’00” East 336.00 feet;
thence North 49°00’00” West 17.00 feet; thence North 41°00’00” East 6.00 feet;
thence North 49°00’00” West 53.00 feet; thence North 41°00’00” East 210.00 feet
to the Westerly line of Arapeen Drive; thence North 49°00’00” West 100.00 feet
along said Westerly line to the point of beginning.


 


Contains 109,642 sq. ft.
or 2.5170 acres.


 


BEGINNING at a point on
the Westerly line of Komas Drive, said point being North1626.262 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 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 North 49°00’00” West 450.692
feet; thence South 41°00’00” West 70.00 feet; thence North 49°00’00” West
220.932 feet to a point on the arc of a 692.200 foot radius curve whose center
bears South 62°28’51” East; thence Southwesterly 42.964 feet along the arc of
said curve to the left through a central angle of 03°33’23”; thence South
49°00’00” East 660.319 feet; thence North 41°00’00” East 111.443 feet to the
point of beginning.


 


EXCEPTING THEREFROM ANY
PORTION LYING WITHIN THE BOUNDS OF KOMAS DRIVE, THE DEDICATION PLAT OF WHICH IS
FILED IN THE OFFICE OF THE SALT LAKE COUNTY RECORDER.


 


Contains 59,158 sq. ft.
or 1.3581 acres.


 


Part of 16:03:300:001:2007 / 6007
and 16-03-300-001-6007


 


A-1
















 


650 Komas Drive


 


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


 


600 Komas Drive


 


BEGINNING at a point
which is North 1626.262 feet and West 815.400 feet and South 41°00’00” West
111.443 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 North 49°00’00” West
660.319 feet to a point on the arc of a 692.200 foot radius curve whose center
bears South 66°02’ 14” East; thence Northeasterly 114.196 feet along the arc of
said curve to the right through a central angle of 09°27’08”; thence North
49°00’00” West 6.001 feet; thence South 41°00’00” West 525.082 feet; thence
South 12°21’26” East 320.000 feet; thence North 82°47’ 10” East 208.879 feet to
a point on the arc of a 608.887 foot radius curve whose center bears North
82°02’11” East; thence Southeasterly 360.905 feet along the arc of said curve
to the left through a central angle of 33°57’39”; thence North 41°00’00” East
593.845 feet; thence North 49°00’00” West 30.000 feet to the point of
beginning.


 


EXCEPTING THEREFROM ANY
PORTION LYING WITHIN THE BOUNDS OF WAKARA WAY AND/OR KOMAS DRIVE, THE
DEDICATION PLATS OF WHICH ARE FILED IN THE OFFICE OF THE SALT LAKE COUNTY
RECORDER


 


16:03:300:001:2023 / 6023


 


A-2
















 


770 Komas Drive


 


BEGINNING at a point
which is North 22°00’00” West 179.00 feet from a point on the North line of
Sunnyside Avenue, said point being South 89°59’50” West 761.997 feet and North
00°00’10” West 58.200 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 3622.620 feet and East 97.000 feet and South 58.200,
feet from the Southeast corner of Section 3, Township 1 South, Range 1
East, Salt Lake Base and Meridian, and running thence South 61°09’35” West
166.781 feet; thence North 52°49’31” West 103.650 feet; thence North 12°49’54”
West 461.520 feet; thence North 43°19’53” West 315.935 feet; thence North
44°00’00” East 123.669 feet along the radial line to a point of a curve; thence
Southeasterly along the arc of the 212.4714 foot radius curve to the left, arc
length = 274.416 feet, chord length = 255.737 feet (chord bearing = South
83°00’00” East), tangent length = 160.109 feet, central angle = 74°00’00”;
thence along the radial line South 30°00’00” East 20.500 feet to the point of
tangency; thence North 60°00’00” East 71.108 feet; thence South 49°00’00” East
33.554 feet; thence South 60°00’00” West 11.730 feet; thence South 22°00’00”
East 550.000 feet; thence South 23°00’00” West 217.000 feet to the point of
BEGINNING.


 


Together with a 26 foot
access easement to Komas Drive.


 


16:10:126:001:2001 / 6001


 


630 Komas Drive


 


BEGINNING at a point
which is North 886.114 feet and West 1377.035 feet from a Salt Lake City
Monument at the intersection of Sunnyside Avenue and Padley Street, said
Monument being 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 North


 


43°19’53” West 245.767
feet; thence North 12°21’26” West 312.856 feet; thence North 82°47’10” East
208.879 feet to a point on the arc of a 608.887 foot radius curve, the center
of which bears North 82°02’ 11” East; thence Southeasterly along said curve to
the left through a central angle of 33°57’39”, a distance of 360.905 feet;
thence North 40°58’00” East 105.291 feet; thence South 49°00’00” East 292.731
feet; thence South 60°00’00” West 71.105 feet; thence North 30°00’00” West
20.50 feet to a point on the arc of a 212.471 foot radius curve, the center of
which bears North 30°00’00” West; thence Southwesterly along said curve to the
right through a central angle of 74°00’00”, a distance of 274.416 feet; thence
South 44°00’00” West 123.669 feet to the point of beginning.


 


Together with a 26 foot
wide access easement to Komas Drive.


 


16:03:300: 001


 


A-3
















 


EXHIBIT B


 


Property
Legal Description


 


That certain real
property located in Salt Lake County, Utah, and more particularly described as
follows:


 


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