BUSINESS LOAN AGREEMENT

<TABLE>
<CAPTION>
------------------- ------------------ ------------ ------------ ------- ------------- ---------------- ---------- ----------
    Principal           Loan Date       Maturity      Loan No    Call     Collateral       Account       Officer   Initials
  <S>                    <C>                                                              <C>            <C>      
     $20,000,000.00      11-13-1998                                                        2690431846    73644
     -----------------------------------------------------------------------------------------------------------------------------
     References  in the shaded area are for  Lender's  use only and do not limit
     the  applicability  of  this  document  to  any  particular  loan  or  item
     -----------------------------------------------------------------------------------------------------------------------------
</TABLE>

Borrower: EVANS & SUTHERLAND COMPUTER CORPORATION     Lender: U.S. Bank National
Association
           600 KOMAS DRIVE                              International Banking
           SALT LAKE CITY, UT  84108                    107 South Main Street
                                                     Salt Lake City, UT  84111
================================================================================


THIS BUSINESS LOAN  AGREEMENT  between EVANS & SUTHERLAND  COMPUTER  CORPORATION
("Borrower") and U.S. Bank National Association  ("Lender") is made and executed
on the following  terms and conditions.  Borrower has received prior  commercial
loans from  Lender or has applied to Lender for a  commercial  loan or loans and
other  financial  accommodations,  including those which may be described on any
exhibit or schedule  attached to this  Agreement.  All such loans and  financial
accommodations, together with all future loans and financial accommodations from
Lender to Borrower, are referred to in this Agreement individually as the "Loan"
and collectively as the "Loans."  Borrower  understands and agrees that : (a) in
granting,  renewing,  or extending any Loan,  Lender is relying upon  Borrower's
representations, warranties, and agreements, as set forth in this Agreement; (b)
the granting, renewing, or extending of any Loan by Lender at all times shall be
subject to Lender's sole judgment and  discretion;  and (c) all such Loans shall
be and shall  remain  subject  to the  following  terms and  conditions  of this
Agreement.

TERM.  This  Agreement  shall be effective  as of November  13, 1998,  and shall
continue  thereafter  until all  Indebtedness  of  Borrower  to Lender  has been
performed in full and the parties terminate this Agreement in writing.

DEFINITIONS.  The following words shall have the following meanings when used in
this  Agreement.  Terms not otherwise  defined in this Agreement  shall have the
meanings attributed to such terms in the Uniform Commercial Code. All references
to dollar  amounts  shall mean amounts in lawful  money of the United  States of
America.

          Agreement. The word "Agreement" means this Business Loan Agreement, as
          this Business  Loan  Agreement may be amended or modified from time to
          time,  together  with all  exhibits  and  schedules  attached  to this
          Business Loan Agreement from time to time.

          Borrower.  The  word  "Borrower"  means  EVANS &  SUTHERLAND  COMPUTER
          CORPORATION.  The word  "Borrower" also includes,  as applicable,  all
          subsidiaries  and  affiliates  of Borrower  as  provided  below in the
          paragraph titled "Subsidiaries and Affiliates."

          CERCLA.  The  word  "CERCLA"  means  the  Comprehensive  Environmental
          Response, Compensation, and Liability Act of 1980, as amended.

          Cash Flow.  The words "Cash  Flow" mean net income  after  taxes,  and
          exclusive of  extraordinary  gains and income,  plus  depreciation and
          amortization.

          Collateral.   The  word   "Collateral"   means  and  includes  without
          limitation all property and assets granted as collateral  security for
          a Loan, whether real or personal property, whether granted directly or
          indirectly,  whether granted now or in the future, and whether granted
          in  the  form  of  a  security  interest,  mortgage,  deed  of  trust,
          assignment,  pledge,  chattel mortgage,  chattel trust, factor's lien,
          equipment trust,  conditional sale, trust receipt,  lien, charge, lien
          or title  retention  contract,  lease  or  consignment  intended  as a
          security  device,  or any other security or lien interest  whatsoever,
          whether created by law, contract, or otherwise.

<PAGE>

          Debt.  The word "Debt" means all of Borrower's  liabilities  excluding
          Subordinated Debt.

          ERISA. The word "ERISA" means the Employee  Retirement Income Security
          Act of 1974, as amended.

          Event of  Default.  The words  "Event  of  Default"  mean and  include
          without limitation any of the Events of Default set forth below in the
          section titled "EVENTS OF DEFAULT."

          Grantor. The word "Grantor" means and includes without limitation each
          and all of the persons or entities granting a Security Interest in any
          Collateral  for the  Indebtedness,  including  without  limitation all
          Borrowers granting such a Security Interest.

          Guarantor.  The word "Guarantor" means and includes without limitation
          each and all of the guarantors, sureties, and accommodation parties in
          connection with any Indebtedness.

          Indebtedness.  The word  "Indebtedness"  means  and  includes  without
          limitation all Loans,  together with all other obligations,  debts and
          liabilities of Borrower to Lender, or any one or more of them, as well
          as all claims by Lender against Borrower,  or any one or more of them;
          whether now or hereafter  existing,  voluntary or involuntary,  due or
          not due, absolute or contingent,  liquidated or unliquidated;  whether
          Borrower may be liable  individually  or jointly with others;  whether
          Borrower  may be  obligated  as a  guarantor,  surety,  or  otherwise;
          whether recovery upon such Indebtedness may be or hereafter may become
          barred by any statute of  limitations;  and whether such  Indebtedness
          may be or hereafter may become otherwise unenforceable.

          Lender.  The word "Lender" means U.S. Bank National  Association,  its
          successors and assigns.

          Liquid Assets.  The words "Liquid Assets" mean Borrower's cash on hand
          plus Borrower's readily marketable securities.

          Loan. The word "Loan" or "Loans" means and includes without limitation
          any and all commercial loans and financial  accommodations from Lender
          to Borrower, whether now or hereafter existing, and however evidenced,
          including without limitation those loans and financial  accommodations
          described  herein or described on any exhibit or schedule  attached to
          this Agreement from time to time.

          Note. The word "Note" means and includes without limitation Borrower's
          promissory  note  or  notes,  if  any,   evidencing   Borrower's  Loan
          obligations in favor of Lender, as well as any substitute, replacement
          or refinancing note or notes therefor.

          Permitted  Liens.  The words  "Permitted  Liens" means:  (a) liens and
          security interests securing  Indebtedness owned by Borrower to Lender;
          (b) liens for taxes,  assessments,  or similar  charges either not yet
          due or being  contested  in good  faith;  (c)  liens  of  materialmen,
          mechanics,  warehousemen,  or carriers, or other like liens arising in
          the ordinary course of business and securing obligations which are not
          yet  delinquent;  (d) purchase  money liens or purchase money security
          interests upon or in any property  acquired or held by Borrower in the
          ordinary course of business to secure indebtedness  outstanding on the
          date of this Agreement or permitted to be incurred under the paragraph
          of this  Agreement  titled  "Indebtedness  and  Liens";  (e) liens and
          security interests which, as of the date of this Agreement,  have been
          disclosed  to and  approved  by the Lender in  writing;  and (f) those
          liens and security  interests  which in the  aggregate  constitute  an
          immaterial and  insignificant  monetary amount with respect to the net
          value of Borrower's assets.

          Related  Documents.  The words  "Related  Documents"  mean and include
          without  limitation  all promissory  notes,  credit  agreements,  loan
          agreements, environmental agreements, guaranties, security agreements,
          mortgages,  deeds of trust, and all other instruments,  agreements and
          documents,  whether now or hereafter existing,  executed in connection
          with the Indebtedness.


<PAGE>

          Security  Agreement.  The words "Security  Agreement" mean and include
          without limitation any agreements, promises, covenants,  arrangements,
          understandings or other agreements,  whether created by law, contract,
          or  otherwise,  evidencing,  governing,  representing,  or  creating a
          Security Interest.

          Security  Interest.  The words  "Security  Interest"  mean and include
          without  limitation  any type of collateral  security,  whether in the
          form of a lien, charge, mortgage, deed of trust,  assignment,  pledge,
          chattel  mortgage,  chattel  trust,  factor's lien,  equipment  trust,
          conditional  sale,  trust receipt,  lien or title retention  contract,
          lease or  consignment  intended  as a  security  device,  or any other
          security  or  lien  interest  whatsoever,   whether  created  by  law,
          contract, or otherwise.

          SARA.   The  word   "SARA"   means  the   Superfund   Amendments   and
          Reauthorization Act of 1986 as now or hereafter amended.

          Subordinated Debt. The words "Subordinated Debt" mean indebtedness and
          liabilities  of  Borrower  which  have been  subordinated  by  written
          agreement  to  indebtedness  owed by  Borrower  to  Lender in form and
          substance acceptable to Lender.

          Tangible Net Worth.  The words  "Tangible  Net Worth" mean  Borrower's
          total  assets  excluding  all  intangible   assets  (i.e.,   goodwill,
          trademarks, patents, copyrights,  organizational expenses, and similar
          intangible items, but including leaseholds and leasehold improvements)
          less total Debt.

          Working Capital.  The words "Working Capital" mean Borrower's  current
          assets,   excluding   prepaid   expenses,   less  Borrower's   current
          liabilities.

CONDITIONS  PRECEDENT TO EACH ADVANCE.  Lender's  obligation to make the initial
Loan Advance and each  subsequent  Loan Advance  under this  Agreement  shall be
subject to the fulfillment to Lender's satisfaction of all of the conditions set
forth in this Agreement and in the Related Documents.

          Loan Documents.  Borrower shall provide to Lender in form satisfactory
          to Lender the  following  documents  for the Loan:  (a) the Note,  (b)
          Security  Agreements  granting  to Lender  security  interests  in the
          Collateral,  (c) Financing  Statements  perfecting  Lender's  Security
          Interests;  (d) evidence of insurance as required  below;  and (e) any
          other  documents  required  under this  Agreement  or by Lender or its
          counsel.

          Borrower's  Authorization.  Borrower  shall have  provided in form and
          substance satisfactory to Lender properly certified resolutions,  duly
          authorizing the execution and delivery of this Agreement, the Note and
          the  Related  Documents,  and  such  other  authorizations  and  other
          documents  and  instruments  as Lender or its  counsel,  in their sole
          discretion may require.

          Payment of Fees and Expenses.  Borrower  shall have paid to Lender all
          fees,  charges,  and other  expenses which are then due and payable as
          specified in this Agreement or any Related Document.

          Representations and Warranties. The representations and warranties set
          forth in this Agreement, in the Related Documents, and in any document
          or  certificate  delivered to Lender under this Agreement are true and
          correct.

          No Event of Default.  There shall not exist at the time of any advance
          a condition  which  would  constitute  an Event of Default  under this
          Agreement.

REPRESENTATIONS  AND WARRANTIES.  Borrower represents and warrants to Lender, as
of the  date of this  Agreement,  as of the  date of each  disbursement  of Loan
proceeds, as of the date of any renewal,  extension or modification of any Loan,
and at all times any Indebtedness exists:

          Organization.  Borrower  is a  corporation  which  is duly  organized,
          validly existing,  and in good standing under the laws of the State of
          Utah and is validly  existing  and in good  standing  in all states in
          which  Borrower  is doing  business.  Borrower  has the full power and
          authority  to own its  properties  and to transact the  businesses  in
          which  it is  presently  engaged  or  presently  proposes  to  engage.
          Borrower is also duly  qualified  as a foreign  corporation  and is in
          good  standing in all states in which the failure to so qualify  would
          have  a  material  adverse  effect  on  its  businesses  or  financial
          condition.

          Authorization.  The  execution,  delivery,  and  performance  of  this
          Agreement and all Related  Documents by Borrower,  to the extent to be
          executed,   delivered  or  performed  by  Borrower,   have  been  duly
          authorized  by all  necessary  action by Borrower;  do not require the
          consent or  approval  of any other  person,  regulatory  authority  or
          governmental body; and do not conflict with, result in a violation of,
          or  constitute  a default  under (a) any  provision of its articles of
          incorporation  or organization,  or bylaws,  or any agreement or other
          instrument  binding  upon  Borrower  or  (b)  any  law,   governmental
          regulation, court decree, or order applicable to Borrower.

          Financial  Information.  Each financial statement of Borrower supplied
          to  Lender  truly  and  completely   disclosed   Borrower's  financial
          condition  as of the  date of the  statement,  and  there  has been no
          material adverse change in Borrower's  financial condition  subsequent
          to the date of the most recent financial statement supplied to Lender.
          Borrower has no material contingent obligations except as disclosed in
          such financial statements.

          Legal  Effect.  This  Agreement  constitutes,  and any  instrument  or
          agreement  required  hereunder to be given by Borrower when  delivered
          will  constitute,  legal,  valid and binding  obligations  of Borrower
          enforceable  against  Borrower  in  accordance  with their  respective
          terms.

          Properties.  Except as contemplated by this Agreement or as previously
          disclosed in Borrower's  financial  statements or in writing to Lender
          and as accepted by Lender, and except for property tax liens for taxes
          not presently due and payable, Borrower owns and has good title to all
          of Borrower's properties free and clear of all Security Interests, and
          has not  executed  any  security  documents  or  financing  statements
          relating to such properties.  All of Borrower's  properties are titled
          in  Borrower's  legal  name,  and  Borrower  has not used,  or filed a
          financing  statement  under, any other name for at least the last five
          (5) years.

          Hazardous   Substances.   The  terms  "hazardous   waste,"  "hazardous
          substance,"  "disposal,"  "release," and "threatened release," as used
          in this  Agreement,  shall have the same  meanings as set forth in the
          "CERCLA,"  "SARA,"  the  Hazardous  Materials  Transportation  Act, 49
          U.S.C.  Section 1801, et seq., the Resource  Conservation and Recovery
          Act, 42 U.S.C.  Section 6901, et seq.,  or other  applicable  state or
          Federal laws,  rules,  or regulations  adopted  pursuant to any of the
          foregoing.  Except  as  disclosed  to and  acknowledged  by  Lender in
          writing,  Borrower represents and warrants that: (a) During the period
          of  Borrower's  ownership  of the  properties,  there has been no use,
          generation,  manufacture,  storage,  treatment,  disposal,  release or
          threatened  release of any hazardous  waste or substance by any person
          on, under,  about or from any of the  properties.  (b) Borrower has no
          knowledge  of, or reason to  believe  that there has been (i) any use,
          generation,  manufacture,  storage,  treatment,  disposal, release, or
          threatened  release of any hazardous  waste or  substance,  on, under,
          about or from the  properties  by any prior owners or occupants of any
          of the  properties,  or (ii) any actual or  threatened  litigation  or
          claims of any kind by any person relating to such matters. (c) Neither
          Borrower nor any tenant, contractor, agent or other authorized user of
          any of the properties shall use, generate,  manufacture, store, treat,
          dispose of, or release any  hazardous  waste or substance  on,  under,
          about or from any of the  properties;  and any such activity  shall be
          conducted in compliance with all applicable federal,  state, and local
          laws, regulations, and ordinances,  including without limitation those
          laws,  regulations and ordinances described above. Borrower authorizes
          Lender  and its  agents  to enter  upon the  properties  to make  such
          inspections  and tests as Lender  may deem  appropriate  to  determine
          compliance of the properties  with this Section of the Agreement.  Any
          inspections or tests made by Lender shall be at Borrower's expense and
          for  Lender's  purposes  only and shall not be construed to create any

<PAGE>

          responsibility  or  liability  on the part of Lender to Borrower or to
          any other person. The representations and warranties  contained herein
          are based on Borrower's due diligence in investigating  the properties
          for hazardous  waste and  hazardous  substances.  Borrower  hereby (a)
          releases and waives any future claims  against Lender for indemnity or
          contribution in the event Borrower becomes liable for cleanup or other
          costs  under  any such  laws,  and (b)  agrees to  indemnify  and hold
          harmless  Lender  against  any and all  claims,  losses,  liabilities,
          damages,   penalties,  and  expenses  which  Lender  may  directly  or
          indirectly  sustain or suffer  resulting from a breach of this section
          of  the  Agreement  or  as  a  consequence  of  any  use,  generation,
          manufacture,  storage,  disposal,  release or threatened  release of a
          hazardous waste or substance on the properties. The provisions of this
          section of the Agreement, including the obligation to indemnify, shall
          survive  the  payment  of the  Indebtedness  and  the  termination  or
          expiration  of this  Agreement  and shall not be  affected by Lender's
          acquisition  of any  interest  in any of the  properties,  whether  by
          foreclosure or otherwise.

          Litigation   and  Claims.   No   litigation,   claim,   investigation,
          administrative  proceeding  or  similar  action  (including  those for
          unpaid taxes) against Borrower is pending or threatened,  and no other
          event has occurred which may materially  adversely  affect  Borrower's
          financial condition or properties,  other than litigation,  claims, or
          other events,  if any, that have been disclosed to and acknowledged by
          Lender in writing.

          Taxes.  To the  best of  Borrower's  knowledge,  all tax  returns  and
          reports of Borrower that are or were  required to be filed,  have been
          filed, and all taxes,  assessments and other governmental charges have
          been paid in full,  except those presently being or to be contested by
          Borrower  in good faith in the  ordinary  course of  business  and for
          which adequate reserves have been provided.

          Lien  Priority.  Unless  otherwise  previously  disclosed to Lender in
          writing,  Borrower  has not  entered  into  or  granted  any  Security
          Agreements,  or  permitted  the filing or  attachment  of any Security
          Interests on or affecting any of the Collateral directly or indirectly
          security repayment of Borrower's Loan and Note, that would be prior or
          that may in any way be  superior to Lender's  Security  Interests  and
          rights in and to such Collateral.

          Binding  Effect.  This  Agreement,  the Note, all Security  Agreements
          directly or indirectly  security repayment of Borrower's Loan and Note
          and all of the Related  Documents are binding upon Borrower as well as
          upon  Borrower's  successors,  representatives  and  assigns,  and are
          legally enforceable in accordance with their respective terms.

          Commercial Purposes.  Borrower intends to use the Loan proceeds solely
          for business or commercial related purposes.

          Employee  Benefit  Plans.  Each  employee  benefit  plan  as to  which
          Borrower may have any liability complies in all material respects with
          all  applicable  requirements  of  law  and  regulations,  and  (i) no
          Reportable Event nor Prohibited  Transaction (as defined in ERISA) has
          occurred  with  respect  to any  such  plan,  (ii)  Borrower  has  not
          withdrawn  from any such plan or  initiated  steps to do so,  (iii) no
          steps have been taken to terminate  any such plan,  and (iv) there are
          no  unfunded  liabilities  other than those  previously  disclosed  to
          Lender in writing.

          Location  of  Borrower's  Offices  and  Records.  Borrower's  place of
          business,  or Borrower's Chief executive  office, if Borrower has more
          than one place of business,  is located at 600 KOMAS DRIVE,  SALT LAKE
          CITY, UT 84108.  Unless  Borrower has designated  otherwise in writing
          this location is also the office or offices where  Borrower  keeps its
          records concerning the Collateral.

          Information.  All information heretofore or contemporaneously herewith
          furnished by Borrower to Lender for the  purposes of or in  connection
          with this Agreement or any transaction contemplated hereby is, and all
          information  hereafter furnished by or on behalf of Borrower to Lender
          will be, true and accurate in every material respect on the date as of
          which  such  information  is  dated  or  certified;  and  none of such
          information is or will be incomplete by omitting to state any material
          fact necessary to make such information not misleading.
<PAGE>

          Survival of Representations and Warranties.  Borrower  understands and
          agrees that Lender, without independent investigation, is relying upon
          the above representations and warranties in extending Loan Advances to
          Borrower.  Borrower further agrees that the foregoing  representations
          and warranties  shall be continuing in nature and shall remain in full
          force and effect  until such time as Borrowers  Indebtedness  shall be
          paid in full,  or until  this  Agreement  shall be  terminated  in the
          manner provided above, whichever is the last to occur.

AFFIRMATIVE  COVENANTS.  Borrower  covenants and agrees with Lender that,  while
this Agreement is in effect, Borrower will:

          Litigation.  Promptly  inform  Lender in writing  of (a) all  material
          adverse  changes  in  Borrower's  financial  condition,  and  (b)  all
          existing  and  all  threatened  litigation,   claims,  investigations,
          administrative  proceedings or similar actions  affecting  Borrower or
          any Guarantor which could materially affect the financial condition of
          Borrower or the financial condition of any Guarantor.

          Financial  Records.  Maintain its books and records in accordance with
          generally  accepted  accounting  principles,  applied on a  consistent
          basis,  and permitted Lender to examine and audit Borrower's books and
          records at all reasonable times.

          Financial Statements.  Furnish Lender with, as soon as available,  but
          in no event later than one hundred  twenty (120) days after the end of
          each fiscal year,  Borrower's  balance sheet and income  statement for
          the year ended, audited by a certified public accountant  satisfactory
          to Lender, and, as soon as available, but in no event later than sixty
          (60) days after the end of each  fiscal  quarter,  Borrower's  balance
          sheet and profit and loss statement for the period ended, prepared and
          certified as correct to the best  knowledge  and belief by  Borrower's
          chief  financial  officer  or other  officer or person  acceptable  to
          Lender.  All  financial  reports  required to be  provided  under this
          Agreement  shall be prepared in  accordance  with  generally  accepted
          accounting principles, applied on a consistent basis, and certified by
          Borrower as being true and correct.

          Additional  Information.   Furnish  such  additional  information  and
          statements, lists of assets and liabilities, agings of receivables and
          payables,  inventory schedules,  budgets,  forecasts, tax returns, and
          other  reports  with respect to  Borrower's  financial  condition  and
          business operations as Lender may request from time to time.

          Financial  Covenants and Ratios.  Comply with the following  covenants
          and ratios:

               Tangible Net Worth.  Maintain a minimum Tangible Net Worth of not
               less than $162,000,000.00.

               Cash Flow  Requirements.  Maintain Cash Flow at not less than the
               following  level:  Debt Service Coverage (DSC) ratio of less than
               or equal to 3.50 to 1.00. DSC ratio is defined as earnings before
               interest,  taxes,  depreciation,  amortization divided by current
               portion long term debt plus  interest plus  dividends.  DSC ratio
               will be calculated on a rolling four quarter basis. Additionally,
               for  calculation  of this ratio,  the  $27,925,000  loss from the
               write-of of  capitalized R & D expenses will be excluded  through
               September of 1999.

          The  following  provisions  shall apply for  purposes  of  determining
          compliance with the foregoing financial covenants and ratios: shall be
          measured  on  a  quarterly  basis.   Except  as  provided  above,  all
          computations  made  to  determine  compliance  with  the  requirements
          contained in this paragraph shall be made in accordance with generally
          accepted  accounting  principles,  applied on a consistent  basis, and
          certified by Borrower as being true and correct.

          Insurance.  Maintain fire and other risk insurance,  public  liability
          insurance, and such other insurance as Lender may require with respect
          to Borrower's properties and operations,  in form, amounts,  coverages
          and  with  insurance  companies   reasonably   acceptable  to  Lender.

<PAGE>

          Borrower,  upon request of Lender, will deliver to Lender from time to
          time the policies or certificates of insurance in form satisfactory to
          Lender, including stipulations that coverages will not be cancelled or
          diminished  without at least ten (10) days'  prior  written  notice to
          Lender.  Each  insurance  policy  also shall  include  an  endorsement
          providing that coverage in favor of Lender will not be impaired in any
          way by any act,  omission or default of Borrower or any other  person.
          In connection with all policies  covering assets in which Lender holds
          or is offered a security interest for the Loans, Borrower will provide
          Lender  with such loss  payable  or other  endorsements  as Lender may
          require.

          Insurance Reports.  Furnish to Lender, upon request of Lender, reports
          on each existing  insurance  policy showing such information as Lender
          may reasonably  request,  including without  limitation the following:
          (a) the name of the insurer;  (b) the risks insured; (c) the amount of
          the policy; (d) the properties insured;  (e) the then current property
          values  on the basis of which  insurance  has been  obtained,  and the
          manner of determining those values; and (f) the expiration date of the
          policy.  In addition,  upon request of Lender  (however not more often
          than   annually),   Borrower  will  have  an   independent   appraiser
          satisfactory to Lender determine, as applicable, the actual cash value
          or  replacement  cost of any  Collateral.  The cost of such  appraisal
          shall be paid by Borrower.

          Other  Agreements.  Comply with all terms and  conditions of all other
          agreements,  whether now or hereafter  existing,  between Borrower and
          any other  party and  notify  Lender  immediately  in  writing  of any
          default in connection with any other such agreements.

          Loan Fees and  Charges.  In addition to all other agreed upon fees and
          charges, pay the following: Borrower agrees to pay Lender, prior to or
          contemporaneously  with  the  initial  advance  of  Loan  proceeds,  a
          nonrefundable loan fee in the amount of $25,000.00.

          Loan Proceeds.  Use all Loan proceeds  solely for Borrower's  business
          operations, unless specifically consented to the contrary by Lender in
          writing.

          Taxes,  Charges  and  Liens.  Pay and  discharge  when  due all of its
          indebtedness  and  obligations,   including  without   limitation  all
          assessments,  taxes,  governmental charges, levies and liens, of every
          kind and nature,  imposed upon Borrower or its properties,  income, or
          profits,  prior to the date on which penalties  would attach,  and all
          lawful claims that, if unpaid,  might become a lien or charge upon any
          of  Borrower's  properties,   income  or  profits.  Provided  however,
          Borrower   will  not  be  required  to  pay  and  discharge  any  such
          assessment,  tax,  charge,  levy,  lien  or  claim  so long as (a) the
          legality of the same shall be contested  in good faith by  appropriate
          proceedings,  and (b)  Borrower  shall have  established  on its books
          adequate  reserves  with respect to such  contested  assessment,  tax,
          charge,  levy,  lien, or claim in accordance  with generally  accepted
          accounting practices. Borrower, upon demand of Lender, will furnish to
          Lender evidence of payment of the assessments, taxes, charges, levies,
          liens and  claims  and will  authorize  the  appropriate  governmental
          official to deliver to Lender at any time a written  statement  of any
          assessments,   taxes,  charges,   levies,  liens  and  claims  against
          Borrower's properties, income, or profits.

          Performance.  Perform  and  comply  with all  terms,  conditions,  and
          provisions set forth in this Agreement and in the Related Documents in
          a timely manner,  and promptly notify Lender if Borrower learns of the
          occurrence  of any event which  constitutes  an Event of Default under
          this Agreement or under any of the Related Documents.

          Operations.   Maintain   executive  and   management   personnel  with
          substantially  the same  qualifications  and experience as the present
          executive and management  personnel;  provide written notice to Lender
          of any change in  executive  and  management  personnel;  conduct  its
          business  affairs in a reasonable and prudent manner and in compliance
          with all applicable  federal,  state and municipal  laws,  ordinances,
          rules and regulations respecting its properties,  charters, businesses
          and  operations,  including  without  limitation,  compliance with the
          Americans With Disabilities Act and with all minimum funding standards
          and  other   requirements  of  ERISA  and  other  laws  applicable  to
          Borrower's employee benefit plans.

<PAGE>

          Inspection.  Permit  employees  or agents of Lender at any  reasonable
          time to  inspect  any and all  Collateral  for the Loan or  Loans  and
          Borrower's other properties and to examine or audit Borrower's  books,
          accounts,  and records and to make copies and  memoranda of Borrower's
          books, accounts, and records. If Borrower now or at any time hereafter
          maintains any records (including without limitation computer generated
          records and  computer  software  programs for the  generation  of such
          records) in the possession of a third party, Borrower, upon request of
          Lender,  shall notify such party to permit  Lender free access to such
          records at all  reasonable  times and to provide Lender with copies of
          any records it may request, all at Borrower's expense.

          Compliance  Certificate.  Unless waived in writing by Lender,  provide
          Lender QUARTERLY and at the time of each disbursement of Loan proceeds
          with a certificate  executed by Borrower's chief financial officer, or
          other  officer or person  acceptable  to Lender,  certifying  that the
          representations  and  warranties  set forth in this Agreement are true
          and correct as of the date of the certificate  and further  certifying
          that, as of the date of the  certificate,  no Event of Default  exists
          under this Agreement.

          Environmental  Compliance  and Reports.  Borrower  shall comply in all
          respects with all environmental  protection  federal,  state and local
          laws,  statutes,  regulations and  ordinances;  not cause or permit to
          exist,  as a result  of an  intentional  or  unintentional  action  or
          omission  on its part or on the part of any third  party,  on property
          owned and/or occupied by Borrower,  any  environmental  activity where
          damage  may  result  to the  environment,  unless  such  environmental
          activity is pursuant to and in  compliance  with the  conditions  of a
          permit issued by the appropriate federal,  state or local governmental
          authorities;  shall furnish to Lender promptly and in any event within
          thirty (30) days after receipt thereof a copy of any notice,  summons,
          lien,  citation,  directive,  letter or other  communication  from any
          governmental  agency or instrumentality  concerning any intentional or
          unintentional action or omission on Borrower's part in connection with
          any  environmental  activity  whether  or not  there is  damage to the
          environment and/or other natural resources.

          Additional  Assurances.  Make,  execute  and  deliver  to Lender  such
          promissory  notes,  mortgages,  deeds of trust,  security  agreements,
          financing statements,  instruments,  documents and other agreements as
          Lender or its attorneys may reasonably  request to evidence and secure
          the Loans and to perfect all Security Interests.

RECOVERY OF  ADDITIONAL  COSTS.  If the  imposition of or any change in any law,
rule,  regulation or guideline,  or the  interpretation  or  application  of any
thereof by any court or administrative or governmental  authority (including any
request or policy not  having  the force of law)  shall  impose,  modify or make
applicable  any taxes (except U.S.  federal,  state or local income or franchise
taxes imposed on Lender), reserve requirements, capital adequacy requirements or
other  obligations  which would (a) increase the cost to Lender for extending or
maintaining the credit  facilities to which this Agreement  relates,  (b) reduce
the amounts payable to Lender under this Agreement or the Related Documents,  or
(c) reduce the rate of return on Lender's  capital as a consequence  of Lender's
obligations  with  respect to the  credit  facilities  to which  this  Agreement
relates,  then  Borrower  agrees to pay Lender such  additional  amounts as will
compensate  Lender therefor,  within five (5) days after Lender's written demand
for such payment,  which demand shall be  accompanied  by an explanation of such
imposition or charge and a calculation  in reasonable  detail of the  additional
amounts  payable  by  Borrower,  which  explanation  and  calculations  shall be
conclusive in the absence of manifest error.

NEGATIVE  COVENANTS.  Borrower  covenants and agrees with Lender that while this
Agreement is in effect, Borrower shall not, without the prior written consent of
Lender:

          Indebtedness  and Liens.  (a) Except  for trade debt  incurred  in the
          normal course of business and  indebtedness to Lender  contemplated by
          this  Agreement,  create,  incur or assume  indebtedness  for borrowed
          money,  including capital leases, (b) except as allowed as a Permitted
          Lien,  sell,  transfer,  mortgage,  assign,  pledge,  lease,  grant  a
          security  interest in, or encumber any of  Borrower's  assets,  or (c)
          sell with recourse any of Borrower's accounts, except to Lender.
<PAGE>

          Continuity  of  Operations.  (a)  Engage  in any  business  activities
          substantially  different  than those in which  Borrower  is  presently
          engaged, (b) cease operations,  liquidate, merge, transfer, acquire or
          consolidate with any other entity, change ownership,  change its name,
          dissolve or transfer or sell  Collateral out of the ordinary course of
          business,  (c) pay any  dividends  on  Borrower's  stock  (other  than
          dividends   payable   in   its   stock),   provided,    however   that
          notwithstanding the foregoing, but only so long as no Event of Default
          has  occurred  and is  continuing  or would result from the payment of
          dividends,  if Borrower is a "Subchapter S Corporation" (as defined in
          the Internal Revenue Code of 1986, as amended),  Borrower may pay cash
          dividends  on its  stock  to its  shareholders  from  time  to time in
          amounts  necessary to enable the  shareholders to pay income taxes and
          make estimated income tax payments to satisfy their  liabilities under
          federal  and  state  law  which  arise  solely  from  their  status as
          Shareholders of a Subchapter S Corporation  because of their ownership
          or shares  of stock of  Borrower,  or (d)  purchase  or retire  any of
          Borrower's  outstanding  shares or alter or amend  Borrower's  capital
          structure.

          Loans,  Acquisitions  and Guaranties.  (a) Loan,  invest in or advance
          money or assets,  (b) purchase,  create or acquire any interest in any
          other  enterprise or entity,  or (c) incur any obligation as surety or
          guarantor other than in the ordinary course of business.

CESSATION OF  ADVANCES.  If Lender has made any  commitment  to make any Loan to
Borrower,  whether  under this  Agreement or under any other  agreement,  Lender
shall have no  obligation to make Loan Advances or to disburse Loan proceeds if:
(a) Borrower or any Guarantor is in default under the terms of this Agreement or
any of the  Related  Documents  or any  other  agreement  that  Borrower  or any
Guarantor  has with Lender;  (b) Borrower or any  Guarantor  becomes  insolvent,
files a  petition  in  bankruptcy  or  similar  proceedings,  or is  adjudged  a
bankrupt;  (c) there occurs a material  adverse  change in Borrower's  financial
condition,  in the financial condition of any Guarantor,  or in the value of any
Collateral  security  any Loan;  (d) any  Guarantor  seeks,  claims or otherwise
attempts to limit, modify or revoke such Guarantor's guaranty of the Loan or any
other loan with Lender; or (e) Lender in good faith deems itself insecure,  even
though no Event of Default shall have occurred.

ACCESS LAWS.  Without limiting the generality of any provision of this agreement
requiring  Borrower  to comply  with  applicable  laws,  rules and  regulations,
Borrower  agrees that it will at all times comply with  applicable laws relating
to disabled access  including,  but not limited to, all applicable titles of the
Americans with Disabilities Act of 1990.

ADDITIONAL FINANCIAL COVENANTS AND RATIOS. NET WORTH RATIO.  Maintain a ratio of
Total  Liabilities  to  Tangible  Net Worth of less than .50 to 1.00.  Net Worth
Ratio is  defined  as total  liabilities  minus  subordinated  debt  divided  by
tangible net worth plus subordinated debt.

QUICK RATIO. Maintain a Quick ratio greater than or equal to 1.25 to 1.00. Quick
Ratio  is  defined  as  current  assets  minus  inventory   divided  by  current
liabilities.

MISCELLANEOUS  COVENANTS. If the Line of Credit will be used for the acquisition
of a company,  Evans and Sutherland will first demonstrate in proforma financial
statements the impact of the acquisition  and projected  compliance to the ratio
covenants before the advance is granted.

RIGHT OF SETOFF.  Borrower grants to Lender a contractual  security interest in,
and hereby  assigns,  conveys,  delivers,  pledges,  and transfers to Lender all
Borrower's right, title and interest in and to, Borrower's  accounts with Lender
(whether checking, savings, or some other account), including without limitation
all accounts  held jointly with someone else and all accounts  Borrower may open
in the  future,  excluding  however  all IRA and Keogh  accounts,  and all trust
accounts for which the grant of a security  interest would be prohibited by law.
Borrower authorizes Lender, to the extent permitted by applicable law, to charge
or setoff all sums owing on the indebtedness against any and all such accounts.

EVENTS OF DEFAULT.  Each of the following  shall  constitute an Event of Default
under this Agreement:

          Default on Indebtedness.  Failure of Borrower to make any payment when
          due on the Loans.

<PAGE>

          Other  Defaults.  Failure of Borrower or any Grantor to comply with or
          to perform when due any other term, obligation,  covenant or condition
          contained  in this  Agreement or in any of the Related  Documents,  or
          failure  of  Borrower  to comply  with or to perform  any other  term,
          obligation,  covenant or condition  contained  in any other  agreement
          between Lender and Borrower.

          False  Statements.  Any warranty,  representation or statement made or
          furnished  to Lender by or on behalf of Borrower or any Grantor  under
          this Agreement or the Related  Documents is false or misleading in any
          material  respect at the time made or  furnished,  or becomes false or
          misleading at any time thereafter.

          Defective  Collateralization.  This  Agreement  or any of the  Related
          Documents ceases to be in full force and effect (including  failure of
          any  Security  Agreement  to  create a valid  and  perfected  Security
          Interest) at any time and for any reason.

          Insolvency.  The dissolution or termination of Borrower's existence as
          a going  business,  the insolvency of Borrower,  the  appointment of a
          receiver for any part of Borrower's  property,  any assignment for the
          benefit  of  creditors,   any  type  of  creditor   workout,   or  the
          commencement of any proceeding under any bankruptcy or insolvency laws
          by or against Borrower.

          Creditor or Forfeiture  Proceedings.  Commencement  of  foreclosure or
          forfeiture  proceedings,  whether by judicial  proceeding,  self-help,
          repossession  or any other  method,  by any creditor of Borrower,  any
          creditor  of  any  Grantor   against  any   collateral   securing  the
          Indebtedness  or  by  any   governmental   agency.   This  includes  a
          garnishment,  attachment,  or levy on or of any of Borrower's  deposit
          accounts with Lender.

          Events  Affecting  Guarantor.  Any of the preceding events occurs with
          respect to any Guarantor of any of the  Indebtedness  or any Guarantor
          dies or becomes  incompetent,  or revokes or disputes the validity of,
          or liability under, any Guaranty of the Indebtedness.

          Change In Ownership.  Any change in ownership of  twenty-five  percent
          (25%) or more of the common stock of Borrower.

          Adverse  Change.  A  material  adverse  change  occurs  in  Borrower's
          financial  condition,  or Lender  believes  the prospect of payment or
          performance of the Indebtedness is impaired.

          Insecurity. Lender, in good faith, deems itself insecure.

EFFECT OF AN EVENT OF DEFAULT. If any Event of Default shall occur, except where
otherwise provided in this Agreement or the Related  Documents,  all commitments
and  obligations of Lender under this Agreement or the Related  Documents or any
other  agreement  immediately  will terminate  (including any obligation to make
Loan  Advances or  disbursements),  and, at Lender's  option,  all  Indebtedness
immediately  will  become due and  payable,  all  without  notice of any kind to
Borrower,  except that in the case of an Event of Default of the type  described
in the "Insolvency"  subsection above, such acceleration  shall be automatic and
not  optional.  In  addition,  Lender  shall have all the  rights  and  remedies
provided in the Related  Documents or available at law, in equity, or otherwise.
Except as may be  prohibited  by  applicable  law,  all of  Lender's  rights and
remedies  shall be cumulative and may be exercised  singularly or  concurrently.
Election by Lender to pursue any remedy  shall not exclude  pursuit of any other
remedy,  and an  election to make  expenditures  or to take action to perform an
obligation  of  Borrower or of any Grantor  shall not affect  Lender's  right to
declare a default and to exercise its rights and remedies.

MISCELLANEOUS  PROVISIONS.  The following miscellaneous provisions are a part of
this Agreement:

          Amendments.  This  Agreement,  together  with any  Related  Documents,
          constitutes the entire  understanding  and agreement of the parties as
          to the  matters  set  forth in this  Agreement.  No  alteration  of or

<PAGE>

          amendment to this Agreement shall be effective unless given in writing
          and  signed by the party or  parties  sought to be charged or bound by
          the alteration or amendment.

          Applicable  Law.  This  Agreement  has been  delivered  to Lender  and
          accepted  by  Lender  in the  State  of Utah.  If there is a  lawsuit,
          Borrower agrees upon Lender's request to submit to the jurisdiction of
          the  courts of Salt Lake  County,  the State of Utah.  Subject  to the
          provisions on  arbitration,  this  Agreement  shall be governed by and
          construed in accordance with the laws of the State of Utah.

          Arbitration.  Lender and Borrower agree that all disputes,  claims and
          controversies  between them,  whether  individual,  joint, or class in
          nature,  arising from this Agreement or otherwise,  including  without
          limitation contract and tort disputes, shall be arbitrated pursuant to
          the Rules of the  American  Arbitration  Association,  upon request of
          either  party.  No act to  take or  dispose  of any  Collateral  shall
          constitute a waiver of this arbitration  agreement or be prohibited by
          this  arbitration  agreement.   This  includes,   without  limitation,
          obtaining injunctive relief or a temporary restraining order; invoking
          a power of sale under any deed of trust or mortgage;  obtaining a writ
          of attachment or  imposition of a receiver;  or exercising  any rights
          relating to personal  property,  including taking or disposing of such
          property with or without judicial process pursuant to Article 9 of the
          Uniform  Commercial  Code.  Any  disputes,  claims,  or  controversies
          concerning the lawfulness or reasonableness of any act, or exercise of
          any right, concerning any Collateral,  including any claim to rescind,
          reform, or otherwise modify any agreement  relating to the Collateral,
          shall also be arbitrated,  provided  however that no arbitrator  shall
          have the  right or the  power to  enjoin  or  restrain  any act of any
          party.  Judgment  upon any award  rendered  by any  arbitrator  may be
          entered in any court having  jurisdiction.  Nothing in this  Agreement
          shall preclude any party from seeking equitable relief from a court of
          competent jurisdiction. The statute of limitations,  estoppel, waiver,
          laches,  and similar  doctrines which would otherwise be applicable in
          an action  brought by a party shall be applicable  in any  arbitration
          proceeding, and the commencement of an arbitration proceeding shall be
          deemed the  commencement of an action for these purposes.  The Federal
          Arbitration Act shall apply to the construction,  interpretation,  and
          enforcement of this arbitration provision.

          Caption   Headings.   Caption  headings  in  this  Agreement  are  for
          convenience  purposes  only  and are not to be  used to  interpret  or
          define the provisions of this Agreement.

          Multiple  Parties;  Corporate  Authority.  All obligations of Borrower
          under this Agreement shall be joint and several, and all references to
          Borrower shall mean each and every  Borrower.  This means that each of
          the persons  signing below is responsible  for all obligations in this
          Agreement.

          Consent  to  Loan  Participation.  Borrower  agrees  and  consents  to
          Lender's  sale  or  transfer,  whether  now or  later,  of one or more
          participation  interests  in the  Loans  to one  or  more  purchasers,
          whether  related or unrelated to Lender.  Lender may provide,  without
          any limitation whatsoever, to any one or more purchasers, or potential
          purchasers,  any  information  or  knowledge  Lender  may  have  about
          Borrower or about any other matter  relating to the Loan, and Borrower
          hereby  waives any rights to privacy it may have with  respect to such
          matters.  Borrower  additionally waives any and all notices of sale of
          participation  interests,  as well as all notices of any repurchase of
          such participation interests. Borrower also agrees that the purchasers
          of any such participation interests will be considered as the absolute
          owners of such  interests  in the  Loans and will have all the  rights
          granted under the participation  agreement or agreements governing the
          sale of such  participation  interests.  Borrower  further  waives all
          rights of offset or counterclaim that it may have now or later against
          Lender or against any purchaser or such a  participation  interest and
          unconditionally  agrees  that  either  Lender  or such  purchaser  may
          enforce  Borrower's  obligation  under the Loans  irrespective  of the
          failure  or  insolvency  of any holder of any  interest  in the Loans.
          Borrower  further agrees that the purchaser of any such  participation
          interests  may  enforce its  interests  irrespective  of any  personal
          claims or defenses that Borrower may have against Lender.

          Costs and Expenses. Borrower agrees to pay upon demand all of Lender's
          expenses,  including without  limitation  reasonable  attorneys' fees,
          incurred in connection with the preparation,  execution,  enforcement,
          modification  and collection of this  Agreement or in connection  with

<PAGE>

          the Loans made pursuant to this Agreement. Lender may pay someone else
          to help collect the Loans and to enforce this Agreement,  and Borrower
          will pay that  amount.  This  includes,  subject to any  limits  under
          applicable law, Lender's reasonable attorneys' fees and Lender's legal
          expenses,  whether  or not there is a  lawsuit,  including  reasonable
          attorneys'  fees for  bankruptcy  proceedings  (including  efforts  to
          modify or vacate any automatic stay or injunction),  appeals,  and any
          anticipated post-judgment collection services.  Borrower also will pay
          any court costs, in addition to all other sums provided by law.

          Notices.  All notices  required to be given under this Agreement shall
          be given in writing,  may be sent by telefacsimile  (unless  otherwise
          required by law),  and shall be effective  when actually  delivered or
          when  deposited  with a  nationally  recognized  overnight  courier or
          deposited in the United  States mail,  first class,  postage  prepaid,
          addressed  to the  party  to whom  the  notice  is to be  given at the
          address  shown  above.  Any party may change its  address  for notices
          under this  Agreement  by giving  formal  written  notice to the other
          parties,  specifying  that the  purpose of the notice is to change the
          party's  address.  To the extent permitted by applicable law, if there
          is more than one  Borrower,  notice to any  Borrower  will  constitute
          notice to all  Borrowers.  For  notice  purposes,  Borrower  will keep
          Lender informed at all times of Borrower's current address(es).

          Severability. If a court of competent jurisdiction finds any provision
          of this Agreement to be invalid or  unenforceable  as to any person or
          circumstance,  such finding shall not render that provision invalid or
          unenforceable as to any other persons or  circumstances.  If feasible,
          any such  offending  provision  shall be deemed to be  modified  to be
          within the  limits of  enforceability  or  validity;  however,  if the
          offending  provision  cannot be so modified,  it shall be stricken and
          all other  provisions of this  Agreement in all other  respects  shall
          remain valid and enforceable.

          Subsidiaries and Affiliates of Borrower.  To the extent the context of
          any  provisions  of this  Agreement  makes it  appropriate,  including
          without limitation any representation,  warranty or covenant, the word
          "Borrower"  as  used  herein  shall  include  all   subsidiaries   and
          affiliates of Borrower.  Notwithstanding the foregoing however,  under
          no  circumstances  shall this Agreement be construed to require Lender
          to make any Loan or other financial accommodation to any subsidiary or
          affiliate of Borrower.

          Successors and Assigns.  All covenants and agreements  contained by or
          on behalf of Borrower  shall bind its successors and assigns and shall
          inure to the benefit of Lender,  its successors and assigns.  Borrower
          shall not,  however,  have the right to assign  its rights  under this
          Agreement or any interest  therein,  without the prior written consent
          of Lender.

          Survival.  All  warranties,  representations,  and  covenants  made by
          Borrower in this Agreement or in any  certificate or other  instrument
          delivered  by  Borrower  to  Lender  under  this  Agreement  shall  be
          considered  to have been  relied  upon by Lender and will  survive the
          making of the Loan and  delivery to Lender of the  Related  Documents,
          regardless of any investigation made by Lender or on Lender's behalf.

          Time Is of the Essence.  Time is of the essence in the  performance of
          this Agreement.

          Waiver.  Lender  shall not be deemed to have  waived any rights  under
          this  Agreement  unless  such waiver is given in writing and signed by
          Lender.  No delay or omission on the part of Lender in exercising  any
          right shall  operate as a waiver of such right or any other  right.  A
          waiver by Lender of a provision of this Agreement  shall not prejudice
          or  constitute a waiver of Lender's  right  otherwise to demand strict
          compliance  with  that  provision  or  any  other  provision  of  this
          Agreement.  No prior  waiver by  Lender,  nor any  course  of  dealing
          between Lender and Borrower, or between Lender and any Grantor,  shall
          constitute a waiver of any of Lender's rights or of any obligations of
          Borrower or of any Grantor as to any future transactions. Whenever the
          consent of Lender is required  under this  Agreement,  the granting of
          such consent by Lender in any instance shall not constitute continuing
          consent in subsequent instances where such consent is required, and in
          all  cases  such  consent  may be  granted  or  withheld  in the  sole
          discretion of Lender.

<PAGE>

FINAL AGREEMENT.  Borrower  understands that this Agreement and the related loan
documents are the final expression of the agreement  between Lender and Borrower
and may not be contradicted by evidence of any alleged oral agreement.

BORROWER  ACKNOWLEDGES  HAVING READ ALL THE  PROVISIONS  OF THIS  BUSINESS  LOAN
AGREEMENT,  AND  BORROWER  AGREES TO ITS TERMS.  THIS  AGREEMENT  IS DATED AS OF
NOVEMBER 13, 1998.

BORROWER:

EVANS & SUTHERLAND COMPUTER CORPORATION


X ____/S/ GRANT SCHULTZ______________________________
      Authorized Officer

LENDER:

U.S. Bank National Association


By: _______________________________________________
      Authorized Officer