**EXHIBIT10.28**

**FIRST MODIFICATIONAGREEMENT**

**THISFIRST MODIFICATION AGREEMENT**(the “Agreement”)****is made and entered into this **  30****th** ** **day of **March**,**2007**, by and between **First Keystone Bank** (the “Bank”), chartered under the Lawsof the United States of America, having its principal office at 22 West StateStreet, Media, Pennsylvania, 19063, **Spitz, Inc.**, aDelaware corporation (the “Borrower”), with an address of P.O. Box 198, Route1, Chadds Ford, Pennsylvania, 19317, and **Evans & SutherlandComputer Corporation**, a Utah corporation (the “Guarantor”).  The Bank, Borrower and Guarantor aresometimes herein referred to as a “Party” and collectively as the “Parties”.

**Background**

**A.           **Bank extended toBorrower and **Transnational Industries, Inc.**, aDelaware corporation (“Transnational”), a credit facility on January 14, 2004,(the “Loan”) in the original principal sum of **ThreeMillion Two Hundred Thousand Dollars ($3,200,000.00)** evidenced bythat certain Mortgage Note (the”Note”) made by Borrower and Transnational anddelivered to Bank on January 14, 2004. The Loan was advanced to finance the acquisition of the premises knownas **Route 1, Chadds Ford Township, Delaware County,Pennsylvania, being Folio No. 04-00-00034-02** and operated byBorrower as its principal business office.

**B.           **The Loan isfurther evidenced by that certain Loan Agreement by and among the Borrower,Transnational and Bank dated January 14, 2004 (the “Loan Agreement”).

**C.           **In addition to theLoan, Bank extended to Borrower a line of credit facility in the originalmaximum principal sum of Three Million Dollars ($3,000,000.00) (the “Line ofCredit”) to be advanced pursuant to that certain Line of Credit Agreementbetween Borrower, Guarantor and Bank dated April 28, 2006 (the Line of CreditAgreement”).

**D.**            On or about April 28, 2006,Transnational sold all of Transnational’s one hundred percent (100%) ownershipinterest in and to Borrower to Guarantor.

**E.**             In connection with the originationof the Line of Credit and the sale by Transnational of all of Transnational’sinterests in and to Borrower, Bank released Transnational as a co-borrowerunder the Loan as more fully set forth in the Line of Credit Agreement.

**F.            **The LoanAgreement sets forth certain financial covenants of the Borrower, includingwithout limitation a covenant to deliver to Bank within ninety (90) daysfollowing the end of Borrower’s fiscal year and each fiscal quarter,respectively, in each year, the Borrower’s Annual Report on Form 10-KSB andquarterly report on Form 10-QSB, (the “Financials”), and a covenant to provideBank, within thirty (30) days of the date the same are due for filing, copiesof Borrower’s Federal Income Tax Returns (the “Tax Returns”).

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**G.**            Guarantor is a publicly tradedcompany and, pursuant to the Line of Credit Agreement, has agreed to provide toBank, within ninety (90) days following the end of Guarantor’s fiscal year andeach fiscal quarter, respectively, in each year, Guarantor’s Annual Report onForm 10-K and quarterly report on Form 10-Q.

**H.           **As a wholly ownedsubsidiary of Guarantor, Borrower is no longer required to prepare separateaudited financials or file a separate income tax return and Borrower andGuarantor have requested that Bank waive the requirement that Financials andTax Returns be provided.

**I.             **As of the datehereof the outstanding principal balance of the Loan is **Two MillionNine Hundred Thirteen Thousand Dollars Nine Hundred Sixty Two and 53/100dollars ($2,913,962.53)**.

**J.**             Guarantor has agreed to guaranteethe Loan as more fully set forth in that certain Guaranty dated even dateherewith (the “Guaranty”) in consideration of the agreement of Bank to grantBorrower’s and Guarantor’s aforementioned request and modify the terms of theLoan Agreement.

**K.           **Bank has noobligation to modify the terms of the Loan. Bank is willing to grant Borrower’sand Guarantor’s aforementioned request on the terms and conditions set forth inthis Agreement.

**Agreement**

**NOWTHEREFORE,**in consideration of the sum of One ($1.00) Dollarand other good and valuable consideration, the receipt and sufficiency of whichare hereby acknowledged, and intending to be legally bound hereby, the partieshereto hereby covenant and agree as follows:

**1.            **The Backgroundrecitals are incorporated herein by reference.

**2.            **Sections 4.1.7(a) and (c) of the Loan Agreement respecting the requirement that Borrowerprovide Financials and Tax Returns to the Bank are deleted in their entirety.

**3.**             So long as the Loan or any portionthereof remains outstanding, Guarantor, at Guarantor’s sole cost and expense,  shall deliver or cause to be delivered to Bankcurrent and complete financial statements and other information as follows:

(a)           Within ninety (90) days following theend of Guarantor’s fiscal year and each fiscal quarter, respectively, a copy ofGuarantor’s Annual Report on Form 10-K and quarterly report on Form 10-Q, eachof which will include financial statements consisting of a balance sheet,income statement and statement of source and application of funds forGuarantor.  Such financial statements forGuarantor shall: (i) in the case of the annual statements be accompanied by anaudit opinion by a certified public accounting firm selected and paid for byGuarantor and satisfactory to Bank (it being agreed that Guarantor’s currentcertified public accounting firm or other nationally recognized publicaccounting firm is acceptable to the Bank), (ii) be prepared in accordance withgenerally accepted accounting principles consistently applied, (iii) be

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in form reasonablysatisfactory to Bank and (iv) be certified as true, correct and complete byGuarantor’s chief financial officer.

(b)           Such additional financial and otherinformation as the Bank****may from timeto time reasonably request, subject to applicable Securities laws and otherrequirements for publicly traded companies.

Guarantor shallpromptly notify Bank  in writing if thereis any material adverse change since the date of the last preceding statementsubmitted to Bank in the financial position of Guarantor, and if there has beensuch a change, a detailed explanation thereof.

**4.            **Borrower andGuarantor hereby ratify and affirm all of the terms, conditions and provisionsof the Loan Agreement, the Note, the Guaranty and all other documents executedand delivered by Borrower or Guarantor in connection with the Loan, to theextent the same are not otherwise expressly modified herein.  It is expressly agreed and understood thatexcept as expressly provided in this Agreement, the terms, conditions andprovisions set forth in the Loan Agreement, the Note, and all other documentsexecuted and delivered by Borrower or Guarantor in connection with the Loanshall remain in full force and effect in accordance with their respectiveterms, conditions and provisions. Without limiting the generality of the foregoing, nothing in thisAgreement shall be construed to:

**(i)**            impair the validity, perfectionor priority of any lien or security interest securing the Loan;

**(ii)**           waive or impair any rights,powers or remedies of Bank under the Loan Agreement, the Note, the Guaranty andall other documents executed and delivered by Borrower or Guarantor inconnection with the Loan with respect to any defaults thereunder which mayoccur;

**(iii)**         require Bank to hereafter amend ormodify the terms of the Loan Agreement, the Note, the Guaranty or any otherdocuments executed and delivered by Borrower or Guarantor in connection withthe Loan; or

**(iv)**          make any other loan or otherextension of credit to Borrower or Guarantor.

In the event ofany inconsistency between the terms of this Agreement and the Loan Agreement,this Agreement shall govern.  Borrowerand Guarantor each acknowledge that it has consulted with counsel in connectionwith the negotiation and delivery of this Agreement.  This Agreement shall be construed withoutregard to any presumption or rule requiring that it be construed against theparty causing this Agreement or any part of this Agreement to be drafted.

**5.            **Borrower andGuarantor hereby acknowledge and agree that no setoff or counterclaim toBorrower’s and Guarantor’s obligations evidenced by the Loan Agreement, theNote, the Guaranty and all other documents executed and delivered by Borroweror Guarantor in connection with the Loan exists, and no agreement has been madewith any person under which any deduction or discount may be claimed, that tothe best of Borrower’ s and Guarantor’s knowledge, information and

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belief, no Eventof Default (as defined in the Loan Agreement) has occurred which is continuingand no event has occurred which with the passage of time or the giving ofnotice or both, could become an Event of Default under the Loan Agreement.

**INWITNESS WHEREOF,**the parties hereto have caused thisAgreement to be executed on the day and year first above written.
|                     | ** ** | **BANK:**                                                           |   |   |
|---------------------|------------|---------------------------------------------------------------------|--------|--------|
| ** **          | ** ** | **FIRST KEYSTONE BANK**                                             |   |   |
| ** **          | ** ** | ** **                                                          |   |   |
| ** **          | ** ** | ** **                                                          |   |   |
|                | BY:        | /s/ David Ffrench                                                   |   |   |
|                |       |                                                                |   |   |
| ** **          |       | **BORROWER:**                                                       |   |   |
| ** **          |       | **SPITZ, INC.,**A Delaware  Corporation                             |
| ** **          |       | ** **                                                          |   |   |
| ** **          |       | ** **                                                          |   |   |
| /s/ Calvin  Eddings |       | BY: /s/ Paul L. Dailey                                              |   |   |
| Witness             |       |                                                                |   |   |
|                |       |                                                                |   |   |
| /s/ Calvin  Eddings |       | ATTEST: /s/ David H. Bateman                                        |
| Witness             |       |                                                                |   |   |
|                |       |                                                                |   |   |
|                |       | [Corporate Seal]                                                    |
|                |       |                                                                |
| ** **          |       | **GUARANTOR:**                                                      |   |   |
| ** **          |       | **EVANS & SUTHERLAND COMPUTER  CORPORATION,**a Utah Corporation |
| ** **          |       | ** **                                                          |
| ** **          |       | ** **                                                          |
| /s/ Calvin  Eddings |       | BY: /s/ David H. Bateman                                            |
| Witness             |       |                                                                |   |   |
|                |       |                                                                |   |   |
| /s/ Calvin  Eddings |       | ATTEST: /s/ Paul L. Dailey                                          |
| Witness             |       |                                                                |   |   |
|                |       | [Corporate Seal]                                                    |

 

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