Exhibit 10.35

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into as of the 26th day of August, 2002, by and
between EVANS & SUTHERLAND COMPUTER CORPORATION, a Utah corporation (the "Company") and L. Eugene Frazier (the
"Executive").

W I T N E S S E T H:

WHEREAS, the Executive has been providing services to the Company in an executive capacity and desires to continue to provide such services;

WHEREAS,
the Company desires to have the benefit of the Executive's efforts and services;

WHEREAS,
the Company and Executive desire to terminate all prior employment agreements with the Company, if any; and

WHEREAS,
the Company has determined that it is appropriate and in the best interests of the Company to provide to the Executive protection in the event of certain terminations of the
Executive's employment relationship with the Company in accordance with the terms and conditions contained herein and the Executive desires to have such protection.

NOW,
THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements hereinafter set forth, the Company and the Executive hereto mutually covenant and agree as
follows:

1.    DEFINITIONS.

Whenever
used in this Agreement, the following terms shall have the meanings set forth below:



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Notwithstanding
the foregoing, Cause shall not exist under Sections 1(g)(iii) and (iv) herein unless the Company furnishes written notice to the Executive of the specific
offending conduct and the Executive fails to correct such offending conduct within the thirty (30) day period commencing on the receipt of such notice.



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A
"Change of Control" shall be deemed to occur on the actual date on which any of the foregoing circumstances shall occur; provided, however, that in connection with a "Change of Control" specified in
Section 1(h)(vii), a "Change of Control" shall be deemed to occur on the date of the filing of the relevant proceeding under Chapter 11 of the Federal Bankruptcy Code (or any successor or other
statute of similar import). Notwithstanding the foregoing, a "Change of Control" shall not include any transaction that constitutes a "Rule 13e-3 transaction" under
Rule 13e-3 of the Act or an "issuer tender offer" under Rule 13e-4 of the Act.



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2.    EMPLOYMENT.

The
Company hereby agrees to employ the Executive and the Executive hereby agrees to serve the Company, on the terms and conditions set forth herein.

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3.    TERM.

The
employment of the Executive by the Company pursuant to the provisions of this Agreement shall commence on the date hereof and end on that date employment of the Executive is
terminated pursuant to the terms and conditions of either Section 8, 9, 10, 11 or 12, herein.

4.    POSITIONS
AND DUTIES.

The
Executive shall serve as Vice President, Strategic Visualization of the Company and in such additional capacities as set forth in Section 7 herein. In connection with the
foregoing positions, the Executive shall have such duties, responsibilities and authority as may from time to time be assigned to the Executive by the Chief Executive Officer. The Executive shall
devote substantially all the Executive's working time and efforts to the business and affairs of the Company. The Chief Executive Officer, in his or her sole discretion, may alter, modify, or change
the Executive's duties, offices, positions, responsibilities and obligations set forth in this Agreement at any time, consistent with the status of a senior executive of the Company.

5.    PLACE
OF PERFORMANCE.

In
connection with the Executive's employment by the Company, the Executive shall be based at the principal executive offices of the Company in Salt Lake City, Utah except for required
travel on Company business.

6.    COMPENSATION
AND RELATED MATTERS.



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7.    OFFICES.

The
Executive agrees to serve without additional compensation, if elected or appointed thereto, in one or more executive offices of the Company, or any affiliate or subsidiary of the
Company, or as a member of the board of directors of any subsidiary or affiliate of the Company; provided, however, that the Executive is indemnified for serving in any and all such capacities on a
basis no less favorable than is currently provided in the Company's bylaws, or otherwise.

8.    TERMINATION
AS A RESULT OF DEATH.

If
the Executive shall die during the term of this Agreement, the Executive's employment shall terminate on the Executive's date of death and the Executive's surviving spouse, or the
Executive's estate if the Executive dies without a surviving spouse, shall be entitled to the Executive's Accrued Benefits as of the Termination Date and the applicable Termination Payment.

9.    TERMINATION
FOR DISABILITY.

If,
as a result of the Executive's Disability, the Executive shall have been unable to perform the Executive's duties hereunder on a full-time basis for four
(4) consecutive months and within thirty (30) days after the Company provides the Executive with a Termination Notice, the Executive shall not have returned to the performance of
the Executive's duties on a full-time basis, the Company may terminate the Executive's employment, subject to Section 14 herein. During the term of the Executive's Disability prior
to termination, the Executive shall continue to receive all salary and other benefits payable under Section 6 herein, including participation in all employee benefit plans, programs and
arrangements in which the Executive was entitled to participate immediately prior to the Disability; provided, however, that the Executive's continued participation is permitted under the terms and
provisions of such plans, programs and arrangements. In the event that the Executive's participation in any such plan, program or arrangement is barred as the result of such Disability, the Executive
shall be entitled to receive an amount equal to the contributions, payments, credits or allocations which would have been paid by the Company to the Executive, to the Executive's account or on the
Executive's behalf under such plans, programs and arrangements. In the event the Executive's employment is terminated on account of the Executive's Disability in accordance with this Section 9,
the Executive shall receive the Executive's Accrued Benefits as of the Termination Date and shall remain eligible for all benefits provided by any long-term disability programs of the
Company in effect at the time of such termination. The Executive shall also be entitled to the Termination Payment described in Section 13(a).

10.  TERMINATION
FOR CAUSE.

If
the Executive's employment with the Company is terminated by the Company for Cause, subject to the procedures set forth in Section 14 herein, the Executive shall be entitled to
receive the Executive's Accrued Benefits as of the Termination Date, however, the Executive's Accrued Benefits will not include any amount for bonus under Section 1(a)(iv). The Executive shall
not be entitled to receipt of any Termination Payment.

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11.  OTHER
TERMINATION BY COMPANY.

If
the Executive's employment with the Company is terminated by the Company other than by reason of death, Disability or Cause, subject to the procedures set forth in Section 14
herein, the Executive (or in the event of the Executive's death following the Termination Date, the Executive's surviving spouse or the Executive's estate if the Executive dies without a surviving
spouse) shall receive the Executive's Accrued Benefits and the applicable Termination Payment. The Executive shall not, in connection with any consideration receivable in accordance with this
Section 11, be required to mitigate the amount of such consideration by securing other employment or otherwise and such consideration shall not be reduced by reason of the Executive securing
other employment or for any other reason.

12.  VOLUNTARY
TERMINATION BY EXECUTIVE.

From
and after the date of this Agreement, provided that the Executive furnishes thirty (30) days prior written notice to the Company, the Executive shall have the right to
voluntarily terminate this Agreement at any time. If the Executive's voluntary termination is without Good Reason or without Good Reason During a Change of Control, the Executive shall receive the
Executive's Accrued Benefits as of the Termination Date and shall not be entitled to any Termination Payment, however, the Executive's Accrued Benefits will not include any amount for bonus under
Section 1(a)(iv). If the Executive's voluntary termination is for Good Reason or Good Reason During a Change of Control, the Executive (or in the event of the Executive's death following the
Termination Date, the Executive's surviving spouse or the Executive's estate if the Executive dies without a surviving spouse) shall receive the Executive's Accrued Benefits and the applicable
Termination Payment. The Executive shall not, in connection with any consideration receivable in accordance with this Section 12, be required to mitigate the amount of such consideration by
securing other employment or otherwise and such consideration shall not be reduced by reason of the Executive securing other employment or for any other reason.

13.  TERMINATION
PAYMENT.



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14.  TERMINATION
NOTICE AND PROCEDURE.

Any
termination by the Company or the Executive of the Executive's employment during the employment period shall be communicated by written Notice of Termination ("Notice of
Termination") to the Executive, if such Notice of Termination is delivered by the Company, and to the Company, if such Notice of Termination is delivered by the Executive, all in accordance with the
following procedures:



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15.  NON-COMPETE.

The
Executive hereby agrees that during the term of this Agreement and for the period of one year from the termination hereof, that the Executive will not:



For
purposes of this Section 15, any business in the 3D visualization simulation market shall be deemed to be competitive with the Company.

16.  REMEDIES
AND JURISDICTION.



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17.  ATTORNEYS'
FEES.

In
the event that either party hereunder institutes any legal proceedings in connection with its rights or obligations under this Agreement, each party in such proceeding shall be
responsible for all of its own costs incurred in connection with such proceeding, including attorneys' fees and any other fees, expenses, or costs.

18.  SUCCESSORS.

This
Agreement and all rights of the Executive shall inure to the benefit of and be enforceable by the Executive's personal or legal representatives, estates, executors, administrators,
heirs and beneficiaries. In the event of the Executive's death, all amounts payable to the Executive under this Agreement shall be paid to the Executive's surviving spouse, or the Executive's estate
if the Executive dies without a surviving spouse. This Agreement shall inure to the benefit of, be binding upon and be enforceable by, any successor, surviving or resulting corporation or other entity
to which all or substantially all of the business and assets of the Company shall be transferred whether by merger, consolidation, transfer or sale.

19.  ENFORCEMENT.

The
provisions of this Agreement shall be regarded as divisible, and if any of said provisions or any part hereof are declared invalid or unenforceable by a court of competent
jurisdiction, the validity and enforceability of the remainder of such provisions or parts hereof and the applicability thereof shall not be affected thereby.

20.  AMENDMENT
OR TERMINATION.

This
Agreement may not be amended or terminated during its term, except by written instrument executed by the Company and the Executive.

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21.  SURVIVABILITY.

The
provisions of Sections 15, 16, 17, 18 and 19 shall survive termination of this Agreement.

22.  ENTIRE
AGREEMENT.

Except
for the Confidentiality, Proprietary Information, and Inventions Agreement between the Executive and the Company, this Agreement sets forth the entire agreement between the
Executive and the Company with respect to the subject matter hereof, and supersedes all prior oral or written agreements, negotiations, commitments and understandings with respect thereto. Prior
Employment Agreements between the Executive and the Company are hereby terminated in their entirety and superceded by this Agreement.

23.  VENUE;
GOVERNING LAW.

This
Agreement and the Executive's and Company's respective rights and obligations hereunder shall be governed by and construed in accordance with the laws of the State of Utah without
giving effect to the provisions, principles, or policies thereof relating to choice or conflicts of laws.

24.  NOTICE.

All
notices, requests, instructions or other documents to be given under this Agreement shall be in writing and shall be deemed given (i) three business days following sending by
registered or certified mail, postage prepaid, (ii) when sent if sent by facsimile; provided, however, that the facsimile is promptly confirmed by telephone confirmation thereof,
(iii) when delivered, if delivered personally to the intended recipient, and (iv) one business day following sending by overnight delivery via a national courier service, and in each
case, addressed to a party at the following address for such party:

Company:

Evans & Sutherland Computer Corporation
600 Komas Drive
Salt Lake City, Utah 84108
Attn: Vice President of Human Resources
Fax: (801) 588-4517
Tel: (801) 588-1609Executive:

L. Eugene Frazier
P.O. Box 58693
Salt Lake City, Utah 84158-0693
Fax: (801) 588-4550
Tel: (801) 588-1520


or
to such other address as the Company shall have given to the Executive or, if to the Executive, to such address as the Executive shall have given to the Company or facsimile number as the party to
whom notice is given may have previously furnished to the other in writing in the manner set forth above.

25.  NO
WAIVER.

No
waiver by either party at any time of any breach by the other party of, or compliance with, any condition or provision of this Agreement to be performed by the other party shall be
deemed a waiver of similar or dissimilar provisions or conditions at the same time or any prior or subsequent time.

26.  HEADINGS.

The
headings herein contained are for reference only and shall not affect the meaning or interpretation of any provision of this Agreement.

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27.  COUNTERPARTS.

This
Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.

IN
WITNESS WHEREOF, the Company has caused this Agreement to be executed by its duly authorized officer, and the Executive has executed this Agreement, on the date and year first above
written.

| |  | "COMPANY"                                                  
| |  | -----------------------------------------------------------
| |  | EVANS & SUTHERLAND COMPUTER CORPORATION, a Utah Corporation
| |  | By:                                                        
| |  | "EXECUTIVE"                                                
| |  | By:                                                        

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