**Exhibit 10.24**

CREDITAGREEMENT

THISCREDIT AGREEMENT (this “Agreement”) is entered into as of December 1, 2006 byand between EVANS & SUTHERLAND COMPUTER CORPORATION, a Utah corporation (“Borrower”),and WELLS FARGO BANK, NATIONAL ASSOCIATION (“Bank”).

RECITALS

Borrowerhas requested that Bank extend or continue credit to Borrower as describedbelow, and Bank has agreed to provide such credit to Borrower on the terms andconditions contained herein.

NOW,THEREFORE, for valuable consideration, the receipt and sufficiency of which arehereby acknowledged, Bank and Borrower hereby agree as follows:

ARTICLEI

CREDITTERMS

SECTION1.1.        STANDBYLETTER OF CREDIT A.

(a)           StandbyLetter of Credit A.  Bank has made orcause an affiliate to issue a standby letter of credit for the account ofBorrower and for the benefit of Guangdong Provincial Machinery and ElectricEquipment Tendering Co. Guangzhou, China to finance a planetarium playbacksystem (the “Standby Letter of Credit A”) in the principal amount of ThreeHundred Twenty Eight Thousand Seven Hundred Fifty Dollars ($328,750.00).  The Standby Letter of Credit A has anexpiration date of March 31, 2007 and is subject to the additional terms of theLetter of Credit agreement, application and any related documents required byBank in connection with the issuance thereof (the “Letter of Credit Agreement”).

(b)           Repayment ofDrafts.  Each drawing paid under theStandby Letter of Credit A shall be repaid by Borrower in accordance with theprovisions of the Letter of Credit Agreement.

SECTION1.2.        STANDBYLETTER OF CREDIT B

(a)           StandbyLetter of Credit B.  Bank has made orcause an affiliate to issue a standby letter of credit for the account ofBorrower and for the benefit of Nashik Municipal Corporation, Nashik, India tofinance the installation and commissioning of a multi channel digitalplanetarium system with science center (the “Standby Letter of Credit B”) inthe principal amount of Twenty Thousand One Hundred Sixty Seven Dollars andSeventy Five Cents ($20,167.75). The Standby Letter of Credit B has anexpiration date of September 30, 2007 and is subject to the additional terms ofthe Letter of Credit agreement, application and any related documents requiredby Bank in connection with the issuance thereof (the “Letter of CreditAgreement”).

(b)           Repayment ofDrafts.  Each drawing paid under theStandby Letter of Credit B shall be repaid by Borrower in accordance with theprovisions of the Letter of Credit Agreement.

SECTION1.3.        STANDBYLETTER OF CREDIT C.

(a)           Standby Letterof Credit C.  Bank has made or cause anaffiliate to issue a standby letter of credit for the account of Borrower andfor the benefit

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ofGorakhpur Development Authority Uttah Praadesh, India to finance a contractbetween Gorakhpur and Evans & Sutherland Computer Corporation (the “StandbyLetter of Credit C”) in the principal amount of One Hundred Fifty Thousand FiveHundred Seventy Five Dollars ($150,575.00). The Standby Letter of Credit C hasan expiration date of December 1, 2007 and is subject to the additional termsof the Letter of Credit agreement, application and any related documentsrequired by Bank in connection with the issuance thereof (the “Letter of CreditAgreement”).

(b)           Repayment ofDrafts.  Each drawing paid under theStandby Letter of Credit C shall be repaid by Borrower in accordance with theprovisions of the Letter of Credit Agreement.

SECTION1.4.        FOREIGNEXCHANGE FACILITY.

(a)           ForeignExchange Facility.  Subject to the termsand conditions of this Agreement, Bank hereby agrees to make available toBorrower a facility (the “Foreign Exchange Facility”) under which Bank, fromtime to time up to and including December 1, 2007, will enter into foreignexchange contracts for the account of Borrower for the purchase and/or sale byBorrower in United States dollars of foreign currencies designated by Borrower;provided however, that the maximum amount of all outstanding foreign exchangecontracts shall not at any time exceed an aggregate of Two Hundred ThousandUnited States Dollars (US$200,000.00). No foreign exchange contract shall be executed for a term which extendsbeyond December 1, 2007.  Borrower shallhave a “Delivery Limit” under the Foreign Exchange Facility not to exceed atany time the aggregate principal amount of Six Thousand United States Dollars(US$6,000.00), which Delivery Limit reflects the maximum principal amount ofBorrower’s foreign exchange contracts which may mature during any two (2) dayperiod.  All foreign exchangetransactions shall be subject to the additional terms of a Foreign ExchangeAgreement dated as of December 1, 2004  (“ForeignExchange Agreement”), all terms of which are incorporated herein by thisreference.

(b)           Settlement.  Each foreign exchange contract under theForeign Exchange Facility shall be settled on its maturity date by Bank’s debitto any deposit account maintained by Borrower with Bank.”

SECTION1.5.        INTEREST/FEES.

(a)           Interest.Theoutstanding principal balance of each credit subject hereto shall bearinterest, and the amount of each drawing paid under the Standby Letter ofCredit shall bear interest from the date such drawing is paid to the date suchamount is fully repaid by Borrower, at the rate of interest set forth in eachpromissory note or other instrument or document executed in connectiontherewith.

(b)           Letter ofCredit Fees.  Borrower shall pay to Bank(i) fees upon the issuance of each Performance Letter of Credit, asdetermined by Bank, equal to one percent (1%) per annum (computed on the basisof a 360-day year, actual days elapsed) of the face amount thereof, and(ii) fees upon the issuance of each Financial Letter of Credit, asdetermined by Bank, equal to one percent (1.5%) per annum (computed on thebasis of a 360-day year, actual days elapsed) of the face amount thereof, and(iii) fees upon the payment or negotiation of each drawing under anyLetter of Credit and fees upon the occurrence of any other activity withrespect to any Letter of Credit (including without limitation, the transfer,amendment or cancellation of any Letter of Credit) determined in

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accordancewith Bank’s standard fees and charges then in effect for such activity.

SECTION1.6.        COLLATERAL.

Assecurity for all indebtedness of Borrower to Bank subject hereto and arisingpursuant to any deposit or treasury management services provided by Bank toBorrower, Borrower hereby grants to Bank security interests of first priorityin all Borrower’s interest in that certain money market savings account#3801563101, over which Borrower shall have no control (the “Cash CollateralAccount”).  All of the foregoing shall beevidenced by and subject to the terms of such security agreements, financingstatements, and other documents as Bank shall reasonably require, all in formand substance satisfactory to Bank. Borrower shall reimburse Bank immediately upon demand for all costs andexpenses incurred by Bank in connection with any of the foregoing security.

Thebalance in the Cash Collateral Account shall at all times be equal to orgreater than one hundred percent (100%) of the aggregate of (i) all issued andoutstanding, unpaid and unreimbursed Letters of Credit, plus (ii) such amountsas Bank may determine, in its sole discretion, are required to adequatelysecure Borrower’s liability and performance of any foreign exchange spotcontracts under the Foreign Exchange Facility and deposit and treasurymanagement services provided to Borrower by Bank.  In the event that the balance of the CashCollateral Account, for any reason and at any time, is less than the requiredamount, Debtor shall, within five (5) Business Days after Bank gives Borrowerverbal or written notice of such deficiency, deposit additional monies into theCash Collateral Account in amounts sufficient to achieve the required amount.  As used herein, “Business Day” means any dayexcept a Saturday, Sunday or any other day on which commercial banks in Utahare authorized or required by law to close.

Allof the foregoing shall be evidenced by and subject to the terms of suchsecurity agreements, financing statements, deeds or mortgages, and otherdocuments as Bank shall reasonably require, all in form and substancesatisfactory to Bank.  Borrower shall payto Bank immediately upon demand the full amount of all charges, costs andexpenses (to include fees paid to third parties and all allocated costs of Bankpersonnel), expended or incurred by Bank in connection with any of theforegoing security, including without limitation, filing and recording fees andcosts of appraisals, audits and title insurance.

ARTICLEII

REPRESENTATIONSAND WARRANTIES

Borrowermakes the following representations and warranties to Bank, whichrepresentations and warranties shall survive the execution of this Agreementand shall continue in full force and effect until the full and final payment,and satisfaction and discharge, of all obligations of Borrower to Bank subjectto this Agreement.

SECTION2.1.        LEGALSTATUS.  Borrower is a corporation dulyorganized and existing and in good standing under the laws of Utah, and isqualified or licensed to do business (and is in good standing as a foreigncorporation, if applicable) in all jurisdictions in which such qualification orlicensing is required or in which the failure to so qualify or to be solicensed could have a material adverse effect on Borrower.

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SECTION2.2.        AUTHORIZATIONAND VALIDITY.  This Agreement and eachpromissory note, contract, instrument and other document required hereby or atany time hereafter delivered to Bank in connection herewith (collectively, the “LoanDocuments”) have been duly authorized, and upon their execution and delivery inaccordance with the provisions hereof will constitute legal, valid and bindingagreements and obligations of Borrower or the party which executes the same,enforceable in accordance with their respective terms.

SECTION2.3.        NOVIOLATION.  The execution, delivery andperformance by Borrower of each of the Loan Documents do not violate anyprovision of any law or regulation, or contravene any provision of the Articlesof Incorporation or By-Laws of Borrower, or result in any breach of or defaultunder any contract, obligation, indenture or other instrument to which Borroweris a party or by which Borrower may be bound.

SECTION2.4.        LITIGATION.  There are no pending, or to the best ofBorrower’s knowledge threatened, actions, claims, investigations, suits orproceedings by or before any governmental authority, arbitrator, court oradministrative agency which could have a material adverse effect on thefinancial condition or operation of Borrower other than those disclosed byBorrower to Bank in writing prior to the date hereof.

SECTION2.5.        CORRECTNESSOF FINANCIAL STATEMENT.  The annualfinancial statement of Borrower dated December 31, 2005, and all interimfinancial statements delivered to Bank since said date, true copies of whichhave been delivered by Borrower to Bank prior to the date hereof, (a) arecomplete and correct and present fairly the financial condition of Borrower,(b) disclose all liabilities of Borrower that are required to be reflected orreserved against under generally accepted accounting principles, whetherliquidated or unliquidated, fixed or contingent, and (c) have been prepared inaccordance with generally accepted accounting principles consistently applied.  Since the dates of such financial statementsthere has been no material adverse change in the financial condition ofBorrower, nor has Borrower mortgaged, pledged, granted a security interest inor otherwise encumbered any of its assets or properties except in favor of Bankor as otherwise permitted by Bank in writing.

SECTION2.6.        INCOME TAXRETURNS.  Borrower has no knowledge ofany pending assessments or adjustments of its income tax payable with respectto any year.

SECTION2.7.        NOSUBORDINATION.  There is no agreement,indenture, contract or instrument to which Borrower is a party or by whichBorrower may be bound that requires the subordination in right of payment ofany of Borrower’s obligations subject to this Agreement to any other obligationof Borrower.

SECTION2.8.        PERMITS,FRANCHISES.  Borrower possesses, and willhereafter possess, all permits, consents, approvals, franchises and licensesrequired and rights to all trademarks, trade names, patents, and fictitiousnames, if any, necessary to enable it to conduct the business in which it isnow engaged in compliance with applicable law.

SECTION2.9.        ERISA.  Borrower is in compliance in all materialrespects with all applicable provisions of the Employee Retirement IncomeSecurity Act of 1974, as amended or recodified from time to time (“ERISA”);Borrower has not violated any provision of any defined employee pension benefitplan (as defined in ERISA) maintained or contributed to by Borrower (each, a

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“Plan”);no Reportable Event as defined in ERISA has occurred and is continuing withrespect to any Plan initiated by Borrower; Borrower has met its minimum fundingrequirements under ERISA with respect to each Plan; and each Plan will be ableto fulfill its benefit obligations as they come due in accordance with the Plandocuments and under generally accepted accounting principles.

SECTION2.10.      OTHER OBLIGATIONS.  Borrower is not in default on any obligationfor borrowed money, any purchase money obligation or any other material lease,commitment, contract, instrument or obligation.

SECTION2.11.      ENVIRONMENTAL MATTERS.  Except as disclosed by Borrower to Bank inwriting prior to the date hereof, Borrower is in compliance in all materialrespects with all applicable federal or state environmental, hazardous waste,health and safety statutes, and any rules or regulations adopted pursuantthereto, which govern or affect any of Borrower’s operations and/or properties,including without limitation, the Comprehensive Environmental Response,Compensation and Liability Act of 1980, the Superfund Amendments andReauthorization Act of 1986, the Federal Resource Conservation and Recovery Actof 1976, and the Federal Toxic Substances Control Act, as any of the same maybe amended, modified or supplemented from time to time.  None of the operations of Borrower is thesubject of any federal or state investigation evaluating whether any remedialaction involving a material expenditure is needed to respond to a release ofany toxic or hazardous waste or substance into the environment.  Borrower has no material contingent liabilityin connection with any release of any toxic or hazardous waste or substanceinto the environment.

ARTICLEIII

CONDITIONS

SECTION3.1.        CONDITIONSOF INITIAL EXTENSION OF CREDIT.  Theobligation of Bank to extend any credit contemplated by this Agreement issubject to the fulfillment to Bank’s satisfaction of all of the followingconditions:

(a)           Approval ofBank Counsel.  All legal mattersincidental to the extension of credit by Bank shall be satisfactory to Bank’scounsel.

(b)           Documentation.  Bank shall have received, in form andsubstance satisfactory to Bank, each of the following, duly executed:

(i) This Agreement andeach promissory note or other instrument or document required hereby.

(ii) Certificate ofIncumbency.

(iii) CorporateResolution: Borrowing.

(iv) S/A; Borrower:Specific Rights to Payment.

(v)Foreign Exchange Agreement.

(vi)          Such otherdocuments as Bank may require under any other Section of this Agreement.

(c)           FinancialCondition.  There shall have been nomaterial adverse change, as determined by Bank, in the financial condition orbusiness of Borrower, nor any material decline, as determined by Bank, in themarket value of any collateral required hereunder or a substantial or materialportion of the assets of Borrower.

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(d)           Insurance.  Borrower shall have delivered to Bankevidence of insurance coverage on all Borrower’s property, in form, substance,amounts, covering risks and issued by companies satisfactory to Bank, and whererequired by Bank, with loss payable endorsements in favor of Bank.

SECTION3.2.        CONDITIONSOF EACH EXTENSION OF CREDIT.  Theobligation of Bank to make each extension of credit requested by Borrowerhereunder shall be subject to the fulfillment to Bank’s satisfaction of each ofthe following conditions:

(a)           Compliance.  The representations and warranties containedherein and in each of the other Loan Documents shall be true on and as of thedate of the signing of this Agreement and on the date of each extension ofcredit by Bank pursuant hereto, with the same effect as though suchrepresentations and warranties had been made on and as of each such date, andon each such date, no Event of Default as defined herein, and no condition,event or act which with the giving of notice or the passage of time or bothwould constitute such an Event of Default, shall have occurred and becontinuing or shall exist.

(b)           Documentation.  Bank shall have received all additionaldocuments which may be required in connection with such extension of credit.

(c)           AdditionalLetter of Credit Documentation.  Prior tothe issuance of each Letter of Credit, Bank shall  have received a Letter of Credit Agreement,properly completed and duly executed by Borrower.

ARTICLEIV

AFFIRMATIVECOVENANTS

Borrowercovenants that so long as Bank remains committed to extend credit to Borrowerpursuant hereto, or any liabilities (whether direct or contingent, liquidatedor unliquidated) of Borrower to Bank under any of the Loan Documents remainoutstanding, and until payment in full of all obligations of Borrower subjecthereto, Borrower shall, unless Bank otherwise consents in writing:

SECTION4.1.        PUNCTUALPAYMENTS.  Punctually pay all principal,interest, fees or other liabilities due under any of the Loan Documents at thetimes and place and in the manner specified therein.

SECTION4.2.        ACCOUNTINGRECORDS.  Maintain adequate books andrecords in accordance with generally accepted accounting principlesconsistently applied, and permit any representative of Bank, at any reasonabletime, to inspect, audit and examine such books and records, to make copies ofthe same, and to inspect the properties of Borrower.

SECTION4.3.        FINANCIALSTATEMENTS.  Provide to Bank all of thefollowing, in form and detail satisfactory to Bank:

(a)           not laterthan 120 days after and as of the end of each fiscal year, an audited financialstatement of Borrower, prepared by a certified public accountant acceptable toBank, to include balance sheet, income statement and statement of cash flows;

(b)           not laterthan 45 days after and as of the end of each quarter, a financial statement ofBorrower, prepared by Borrower, to include balance sheet and income statement;

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(c)           from time totime such other information as Bank may reasonably request.

SECTION4.4.        COMPLIANCE.  Preserve and maintain all licenses, permits,governmental approvals, rights, privileges and franchises necessary for theconduct of its business; and comply with the provisions of all documentspursuant to which Borrower is organized and/or which govern Borrower’scontinued existence and with the requirements of all laws, rules, regulationsand orders of any governmental authority applicable to Borrower and/or itsbusiness.

SECTION4.5.        INSURANCE.  Maintain and keep in force, for each businessin which Borrower is engaged, insurance of the types and in amounts customarilycarried in similar lines of business, including but not limited to fire,extended coverage, public liability, flood, property damage and workers’compensation, with all such insurance carried with companies and in amountssatisfactory to Bank, and deliver to Bank from time to time at Bank’s requestschedules setting forth all insurance then in effect.

SECTION4.6.        FACILITIES.  Keep all properties useful or necessary toBorrower’s business in good repair and condition, and from time to time makenecessary repairs, renewals and replacements thereto so that such propertiesshall be fully and efficiently preserved and maintained.

SECTION4.7.        TAXES ANDOTHER LIABILITIES.  Pay and dischargewhen due any and all indebtedness, obligations, assessments and taxes, bothreal or personal, including without limitation federal and state income taxesand state and local property taxes and assessments, except (a) such as Borrowermay in good faith contest or as to which a bona fide dispute may arise, and (b)for which Borrower has made provision, to Bank’s satisfaction, for eventualpayment thereof in the event Borrower is obligated to make such payment.

SECTION4.8.        LITIGATION.  Promptly give notice in writing to Bank ofany litigation pending or threatened against Borrower.

SECTION4.9.        NOTICE TOBANK.  Promptly (but in no event morethan five (5) days after the occurrence of each such event or matter) givewritten notice to Bank in reasonable detail of: (a) the occurrence of any Event of Default, or any condition, eventor act which with the giving of notice or the passage of time or both wouldconstitute an Event of Default; (b) any change in the name or theorganizational structure of Borrower; (c) the occurrence and nature of anyReportable Event or Prohibited Transaction, each as defined in ERISA, or anyfunding deficiency with respect to any Plan; or (d) any termination orcancellation of any insurance policy which Borrower is required to maintain, orany uninsured or partially uninsured loss through liability or property damage,or through fire, theft or any other cause affecting Borrower’s property.

ARTICLEV

NEGATIVECOVENANTS

Borrowerfurther covenants that so long as Bank remains committed to extend credit toBorrower pursuant hereto, or any liabilities (whether direct or contingent,liquidated or unliquidated) of Borrower to Bank under any of the Loan Documentsremain outstanding, and until payment in full of all obligations of Borrowersubject hereto, Borrower will not without Bank’s prior written consent:

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SECTION5.1.        USE OFFUNDS.  Use any of the proceeds of anycredit extended hereunder except for the purposes stated in Article I hereof.

SECTION5.2.        OTHERINDEBTEDNESS.  Create, incur, assume orpermit to exist any indebtedness or liabilities resulting from borrowings,loans or advances, whether secured or unsecured, matured or unmatured,liquidated or unliquidated, joint or several, except (a) the liabilities ofBorrower to Bank, and (b) any other liabilities of Borrower existing asof, and disclosed to Bank prior to, the date hereof.

SECTION5.3.        MERGER,CONSOLIDATION, TRANSFER OF ASSETS.  Mergeinto or consolidate with any other entity; make any substantial change in thenature of Borrower’s business as conducted as of the date hereof; acquire allor substantially all of the assets of any other entity; nor sell, lease,transfer or otherwise dispose of all or a substantial or material portion ofBorrower’s assets except in the ordinary course of its business.

SECTION5.4.        LOANS,ADVANCES, INVESTMENTS.  Make any loans oradvances to or investments in any person or entity, except any of the foregoingexisting as of, and disclosed to Bank prior to, the date hereof.

ARTICLEVI

EVENTSOF DEFAULT

SECTION6.1.        Theoccurrence of any of the following shall constitute an “Event of Default” underthis Agreement:

(a)           Borrowershall fail to pay when due any principal, interest, fees or other amountspayable under any of the Loan Documents.

(b)           Anyfinancial statement or certificate furnished to Bank in connection with, or anyrepresentation or warranty made by Borrower or any other party under thisAgreement or any other Loan Document shall prove to be incorrect, false ormisleading in any material respect when furnished or made.

(c)           Any defaultin the performance of or compliance with any obligation, agreement or otherprovision contained herein or in any other Loan Document (other than thosereferred to in subsections (a) and (b) above), and with respect to any suchdefault which by its nature can be cured, such default shall continue for aperiod of twenty (20) days from its occurrence.

(d)           Any defaultin the payment or performance of any obligation, or any defined event ofdefault, under the terms of any contract or instrument (other than any of theLoan Documents) pursuant to which Borrower, any guarantor hereunder or anygeneral partner or joint venturer in Borrower if a partnership or joint venture(with each such guarantor, general partner and/or joint venturer referred toherein as a “Third Party Obligor”) has incurred any debt or other liability toany person or entity, including Bank.

(e)           The filingof a notice of judgment lien against Borrower or any Third Party Obligor; orthe recording of any abstract of judgment against Borrower or any Third PartyObligor in any county in which Borrower or such Third Party Obligor has aninterest in real property; or the service of a notice of levy and/or of a writof attachment or execution, or other like process,

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againstthe assets of Borrower or any Third Party Obligor; or the entry of a judgmentagainst Borrower or any Third Party Obligor.

(f)            Borrower orany Third Party Obligor shall become insolvent, or shall suffer or consent toor apply for the appointment of a receiver, trustee, custodian or liquidator ofitself or any of its property, or shall generally fail to pay its debts as theybecome due, or shall make a general assignment for the benefit of creditors;Borrower or any Third Party Obligor shall file a voluntary petition inbankruptcy, or seeking reorganization, in order to effect a plan or otherarrangement with creditors or any other relief under the Bankruptcy Reform Act,Title 11 of the United States Code, as amended or recodified from time to time(“Bankruptcy Code”), or under any state or federal law granting relief todebtors, whether now or hereafter in effect; or any involuntary petition orproceeding pursuant to the Bankruptcy Code or any other applicable state orfederal law relating to bankruptcy, reorganization or other relief for debtorsis filed or commenced against Borrower or any Third Party Obligor, or Borroweror any Third Party Obligor shall file an answer admitting the jurisdiction ofthe court and the material allegations of any involuntary petition; or Borroweror any Third Party Obligor shall be adjudicated a bankrupt, or an order forrelief shall be entered against Borrower or any Third Party Obligor by anycourt of competent jurisdiction under the Bankruptcy Code or any otherapplicable state or federal law relating to bankruptcy, reorganization or otherrelief for debtors.

(g)           There shallexist or occur any event or condition which Bank in good faith believesimpairs, or is substantially likely to impair, the prospect of payment orperformance by Borrower of its obligations under any of the Loan Documents.

(h)           The death orincapacity of Borrower or any Third Party Obligor if an individual.  The dissolution or liquidation of Borrower orany Third Party Obligor if a corporation, partnership, joint venture or othertype of entity; or Borrower or any such Third Party Obligor, or any of itsdirectors, stockholders or members, shall take action seeking to effect thedissolution or liquidation of Borrower or such Third Party Obligor.

(i)            Any changein ownership of an aggregate of twenty-five percent (25%) or more of the commonstock of Borrower.

SECTION6.2.        REMEDIES.  Upon the occurrence of any Event ofDefault:  (a) all indebtedness ofBorrower under each of the Loan Documents, any term thereof to the contrarynotwithstanding, shall at Bank’s option and without notice become immediatelydue and payable without presentment, demand, protest or notice of dishonor, allof which are hereby expressly waived by Borrower; (b) the obligation, ifany, of Bank to extend any further credit under any of the Loan Documents shallimmediately cease and terminate; and (c) Bank shall have all rights,powers and remedies available under each of the Loan Documents, or accorded bylaw, including without limitation the right to resort to any or all securityfor any credit subject hereto and to exercise any or all of the rights of abeneficiary or secured party pursuant to applicable law.  All rights, powers and remedies of Bank maybe exercised at any time by Bank and from time to time after the occurrence ofan Event of Default, are cumulative and not exclusive, and shall be in additionto any other rights, powers or remedies provided by law or equity.

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ARTICLEVII

MISCELLANEOUS

SECTION7.1.        NO WAIVER.  No delay, failure or discontinuance of Bankin exercising any right, power or remedy under any of the Loan Documents shallaffect or operate as a waiver of such right, power or remedy; nor shall anysingle or partial exercise of any such right, power or remedy preclude, waiveor otherwise affect any other or further exercise thereof or the exercise ofany other right, power or remedy.  Anywaiver, permit, consent or approval of any kind by Bank of any breach of ordefault under any of the Loan Documents must be in writing and shall beeffective only to the extent set forth in such writing.

SECTION7.2.        NOTICES.  All notices, requests and demands which anyparty is required or may desire to give to any other party under any provisionof this Agreement must be in writing delivered to each party at the followingaddress:

BORROWER:        EVANS &SUTHERLAND COMPUTER CORPORATION

600Komas Drive, P.O. Box 58700

SaltLake City, Utah 84108

BANK:   WELLS FARGOBANK, NATIONAL ASSOCIATION

UtahRCBO

299South Main, 9th Floor

SaltLake City, Utah 84111

orto such other address as any party may designate by written notice to all otherparties.  Each such notice, request anddemand shall be deemed given or made as follows:  (a) if sent by hand delivery, upondelivery; (b) if sent by mail, upon the earlier of the date of receipt orthree (3) days after deposit in the U.S. mail, first class and postage prepaid;and (c) if sent by telecopy, upon receipt.

SECTION7.3.        COSTS,EXPENSES AND ATTORNEYS’ FEES.  Borrowershall pay to Bank immediately upon demand the full amount of all payments,advances, charges, costs and expenses, including reasonable attorneys’ fees (toinclude outside counsel fees and all allocated costs of Bank’s in-housecounsel), expended or incurred by Bank in connection with (a) thenegotiation and preparation of this Agreement and the other Loan Documents,Bank’s continued administration hereof and thereof, and the preparation of anyamendments and waivers hereto and thereto, (b) the enforcement of Bank’srights and/or the collection of any amounts which become due to Bank under anyof the Loan Documents, and (c) the prosecution or defense of any action inany way related to any of the Loan Documents, including without limitation, anyaction for declaratory relief, whether incurred at the trial or appellatelevel, in an arbitration proceeding or otherwise, and including any of theforegoing incurred in connection with any bankruptcy proceeding (includingwithout limitation, any adversary proceeding, contested matter or motionbrought by Bank or any other person) relating to Borrower or any other personor entity.

SECTION7.4.        SUCCESSORS,ASSIGNMENT.  This Agreement shall bebinding upon and inure to the benefit of the heirs, executors, administrators,legal representatives, successors and assigns of the parties; provided however,that Borrower may not assign or transfer its interests or rights hereunderwithout Bank’s prior written consent. Bank reserves the right to sell, assign, transfer, negotiate or grantparticipations in all or any part of, or any interest in, Bank’s rights andbenefits under each of the Loan Documents. In connection therewith, Bank may disclose all documents and informationwhich Bank

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nowhas or may hereafter acquire relating to any credit subject hereto, Borrower orits business, or any collateral required hereunder.

SECTION7.5.        ENTIREAGREEMENT; AMENDMENT.  This Agreement andthe other Loan Documents constitute the entire agreement between Borrower andBank with respect to each credit subject hereto and supersede all priornegotiations, communications, discussions and correspondence concerning thesubject matter hereof.  This Agreementmay be amended or modified only in writing signed by each party hereto.

SECTION7.6.        NO THIRDPARTY BENEFICIARIES.  This Agreement ismade and entered into for the sole protection and benefit of the parties heretoand their respective permitted successors and assigns, and no other person orentity shall be a third party beneficiary of, or have any direct or indirectcause of action or claim in connection with, this Agreement or any other of theLoan Documents to which it is not a party.

SECTION7.7.        TIME.  Time is of the essence of each and everyprovision of this Agreement and each other of the Loan Documents.

SECTION7.8.        SEVERABILITYOF PROVISIONS.  If any provision of thisAgreement shall be prohibited by or invalid under applicable law, suchprovision shall be ineffective only to the extent of such prohibition orinvalidity without invalidating the remainder of such provision or anyremaining provisions of this Agreement.

SECTION7.9.        COUNTERPARTS.  This Agreement may be executed in any numberof counterparts, each of which when executed and delivered shall be deemed tobe an original, and all of which when taken together shall constitute one andthe same Agreement.

SECTION7.10.      GOVERNING LAW.  This Agreement shall be governed by andconstrued in accordance with the laws of the State of Utah.

SECTION7.11.      ARBITRATION.

(a)           Arbitration.  The parties hereto agree, upon demand by anyparty, to submit to binding arbitration all claims, disputes and controversiesbetween or among them (and their respective employees, officers, directors,attorneys, and other agents), whether in tort, contract or otherwise in any wayarising out of or relating to (i) any credit subject hereto, or any of the LoanDocuments, and their negotiation, execution, collateralization, administration,repayment, modification, extension, substitution, formation, inducement,enforcement, default or termination; or (ii) requests for additional credit.

(b)           GoverningRules.  Any arbitration proceeding will(i) proceed in a location in Utah selected by the American ArbitrationAssociation (“AAA”); (ii) be governed by the Federal Arbitration Act (Title 9 ofthe United States Code), notwithstanding any conflicting choice of lawprovision in any of the documents between the parties; and (iii) be conductedby the AAA, or such other administrator as the parties shall mutually agreeupon, in accordance with the AAA’s commercial dispute resolution procedures,unless the claim or counterclaim is at least $1,000,000.00 exclusive of claimedinterest, arbitration fees and costs in which case the arbitration shall beconducted in accordance with the AAA’s optional procedures for large, complexcommercial disputes (the commercial dispute resolution procedures or theoptional procedures for large, complex commercial disputes to be referred toherein, as applicable, as the “Rules”).

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Ifthere is any inconsistency between the terms hereof and the Rules, the termsand procedures set forth herein shall control. Any party who fails or refuses to submit to arbitration following ademand by any other party shall bear all costs and expenses incurred by suchother party in compelling arbitration of any dispute.  Nothing contained herein shall be deemed tobe a waiver by any party that is a bank of the protections afforded to it under12 U.S.C. §91 or any similar applicable state law.

(c)           No Waiver ofProvisional Remedies, Self-Help and Foreclosure.  The arbitration requirement does not limitthe right of any party to (i) foreclose against real or personal propertycollateral; (ii) exercise self-help remedies relating to collateral or proceedsof collateral such as setoff or repossession; or (iii) obtain provisional orancillary remedies such as replevin, injunctive relief, attachment or theappointment of a receiver, before during or after the pendency of anyarbitration proceeding.  This exclusiondoes not constitute a waiver of the right or obligation of any party to submitany dispute to arbitration or reference hereunder, including those arising fromthe exercise of the actions detailed in sections (i), (ii) and (iii) of thisparagraph.

(d)           ArbitratorQualifications and Powers.  Anyarbitration proceeding in which the amount in controversy is $5,000,000.00 orless will be decided by a single arbitrator selected according to the Rules,and who shall not render an award of greater than $5,000,000.00.  Any dispute in which the amount incontroversy exceeds $5,000,000.00 shall be decided by majority vote of a panelof three arbitrators; provided however, that all three arbitrators mustactively participate in all hearings and deliberations.  The arbitrator will be a neutral attorney licensedin the State of Utah or a neutral retired judge of the state or federaljudiciary of Utah, in either case with a minimum of ten years experience in thesubstantive law applicable to the subject matter of the dispute to bearbitrated.  The arbitrator willdetermine whether or not an issue is arbitratable and will give effect to thestatutes of limitation in determining any claim.  In any arbitration proceeding the arbitratorwill decide (by documents only or with a hearing at the arbitrator’s discretion)any pre-hearing motions which are similar to motions to dismiss for failure tostate a claim or motions for summary adjudication.  The arbitrator shall resolve all disputes inaccordance with the substantive law of Utah and may grant any remedy or reliefthat a court of such state could order or grant within the scope hereof andsuch ancillary relief as is necessary to make effective any award.  The arbitrator shall also have the power toaward recovery of all costs and fees, to impose sanctions and to take suchother action as the arbitrator deems necessary to the same extent a judge couldpursuant to the Federal Rules of Civil Procedure, the Utah Rules of CivilProcedure or other applicable law. Judgment upon the award rendered by the arbitrator may be entered in anycourt having jurisdiction.  Theinstitution and maintenance of an action for judicial relief or pursuit of aprovisional or ancillary remedy shall not constitute a waiver of the right ofany party, including the plaintiff, to submit the controversy or claim toarbitration if any other party contests such action for judicial relief.

(e)           Discovery.  In any arbitration proceeding, discovery willbe permitted in accordance with the Rules. All discovery shall be expressly limited to matters directly relevant tothe dispute being arbitrated and must be completed no later than 20 days beforethe hearing date.  Any requests for anextension of the discovery periods, or any discovery disputes, will be subject tofinal determination by the arbitrator upon a showing that the request fordiscovery is essential for the party’s presentation and that no alternativemeans for obtaining information is available.

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(f)            ClassProceedings and Consolidations.  No partyhereto shall be entitled to join or consolidate disputes by or against othersin any arbitration, except parties who have executed any Loan Document, or toinclude in any arbitration any dispute as a representative or member of aclass, or to act in any arbitration in the interest of the general public or ina private attorney general capacity.

(g)           Payment OfArbitration Costs And Fees.  Thearbitrator shall award all costs and expenses of the arbitration proceeding.

(h)           RealProperty Collateral; Judicial Reference. Notwithstanding anything herein to the contrary, no dispute shall besubmitted to arbitration if the dispute concerns indebtedness secured directlyor indirectly, in whole or in part, by any real property unless (i) the holderof the mortgage, lien or security interest specifically elects in writing toproceed with the arbitration, or (ii) all parties to the arbitration waive anyrights or benefits that might accrue to them by virtue of the single actionrule statute of Utah, thereby agreeing that all indebtedness and obligations ofthe parties, and all mortgages, liens and security interests securing suchindebtedness and obligations, shall remain fully valid and enforceable.  If any such dispute is not submitted toarbitration, the dispute shall be referred to a master in accordance with UtahRule of Civil Procedure 53, and this general reference agreement is intended tobe specifically enforceable.  A masterwith the qualifications required herein for arbitrators shall be selectedpursuant to the AAA’s selection procedures. Judgment upon the decision rendered by a master shall be entered in thecourt in which such proceeding was commenced in accordance with Utah Rule ofCivil Procedure 53(e).

(i)            Miscellaneous.  To the maximum extent practicable, the AAA,the arbitrators and the parties shall take all action required to conclude anyarbitration proceeding within 180 days of the filing of the dispute with theAAA.  No arbitrator or other party to anarbitration proceeding may disclose the existence, content or results thereof,except for disclosures of information by a party required in the ordinarycourse of its business or by applicable law or regulation.  If more than one agreement for arbitration byor between the parties potentially applies to a dispute, the arbitrationprovision most directly related to the Loan Documents or the subject matter ofthe dispute shall control.  Thisarbitration provision shall survive termination, amendment or expiration of anyof the Loan Documents or any relationship between the parties.

INWITNESS WHEREOF, the parties hereto have caused this Agreement to be executedas of the day and year first written above.
| EVANS & SUTHERLAND  COMPUTER |                | WELLS FARGO BANK,                |
|----------------------------------|---------------------|----------------------------------|
| CORPORATION                      |                | NATIONAL ASSOCIATION             |
|                             |                |                             |
|                             |                |                             |
| By:                              | /s/ Paul L.  Dailey |                             |   | By: | /s/ Gary Rigby |   |
| Title: Chief  Financial Officer  |                | Gary Rigby, Relationship Manager |
|                                  |                     |                                  |  |  |  |  |

 

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