Exhibit 10.38

AMENDED AND RESTATED
EVANS & SUTHERLAND COMPUTER CORPORATION
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
(January 1, 2002)

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TABLE OF CONTENTS

|                                                             |  |                                                |  | PAGE
|------------------------------------------------------------ |  | ---------------------------------------------- |  | ----
|ARTICLE 1
STATEMENT OF PURPOSE                              
|ARTICLE 2
DEFINITIONS                                       
|2.1                                                          |  | DEFINITIONS                                    |  | 1   
|ARTICLE 3
ELIGIBILITY AND PARTICIPATION                     
|3.1                                                          |  | ELIGIBILITY                                    |  | 3   
|3.2                                                          |  | PARTICIPATION                                  |  | 4   
|3.3                                                          |  | SUICIDE                                        |  | 4   
|ARTICLE 4
RETIREMENT BENEFIT                                
|4.1                                                          |  | NORMAL RETIREMENT BENEFIT                      |  | 4   
|4.2                                                          |  | EARLY RETIREMENT BENEFIT                       |  | 4   
|4.3                                                          |  | DEATH AFTER COMMENCEMENT OF RETIREMENT BENEFIT |  | 4   
|4.4                                                          |  | ALTERNATE FORM OF PAYMENT                      |  | 4   
|4.5                                                          |  | FORFEITURE OF BENEFITS                         |  | 5   
|ARTICLE 5
SURVIVOR BENEFIT                                  
|5.1                                                          |  | SURVIVOR BENEFIT                               |  | 5   
|ARTICLE 6
SEVERANCE BENEFIT                                 
|6.1                                                          |  | SEVERANCE BENEFIT                              |  | 5   
|6.2                                                          |  | VESTED PERCENTAGE                              |  | 5   
|ARTICLE 7
CHANGE OF CONTROL                                 
|7.1                                                          |  | FUNDING OF TRUST ON CHANGE OF CONTROL          |  | 5   
|7.2                                                          |  | CHANGE OF CONTROL                              |  | 5   
|ARTICLE 8
DISABILITY BENEFIT AND AUTHORIZED LEAVE OF ABSENCE
|8.1                                                          |  | DISABILITY BENEFIT                             |  | 6   
|8.2                                                          |  | AUTHORIZED LEAVE OF ABSENCE                    |  | 6   
|ARTICLE 9
RESTRICTIVE COVENANT                              
|9.1                                                          |  | RESTRICTIVE COVENANT                           |  | 6   

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|ARTICLE 10
ADMINISTRATION                   
|--------------------------------------------
|10.1                                        
|10.2                                        
|10.3                                        
|10.4                                        
|10.5                                        
|10.6                                        
|10.7                                        
|10.8                                        
|10.9                                        
|10.10                                       
|10.11                                       
|10.12                                       
|10.13                                       
|ARTICLE 11
SCOPE OF RESPONSIBILITY          
|11.1                                        
|ARTICLE 12
AMENDMENT, MERGER AND TERMINATION
|12.1                                        
|12.2                                        
|12.3                                        
|12.4                                        
|ARTICLE 13
COMPANY-OWNED LIFE INSURANCE     
|13.1                                        
|13.2                                        
|13.3                                        
|ARTICLE 14
MISCELLANEOUS                    
|14.1                                        
|14.2                                        
|14.3                                        
|14.4                                        
|14.5                                        
|14.6                                        
|14.7                                        
|14.8                                        
|ARTICLE 15
CONSTRUCTION                     
|15.1                                        
|15.2                                        
|15.3                                        

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Exhibit 10.38

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

ARTICLE 1
STATEMENT OF PURPOSE

Effective, July 1, 1995, EVANS & SUTHERLAND COMPUTER CORPORATION, a Utah corporation, adopted the Evans & Sutherland Computer Corporation
Supplemental Executive Retirement Plan (the "Plan") in order to provide its key executives a retirement benefit that supplements the benefit to which they may be entitled under the Evans &
Sutherland Computer Corporation Defined Benefit Pension Plan. The Plan was subsequently amended on five (5) separate occasions and subsequently amended and restated to incorporate each of the
adopted amendments. The Plan is again restated to freeze the rate of Compensation for active Participants and to provide that no new Participants will be added to the Plan after January 1,
2002.

ARTICLE 2
DEFINITIONS

2.1DEFINITIONS.When a word or phrase shall appear in this Plan with the initial letter
capitalized, and the word or phrase does not commence a sentence, the word or phrase shall generally be a term defined in this ARTICLE 2. The following words and phrases utilized in the Plan with the
initial letter
capitalized shall have the meanings set forth in this ARTICLE 2, unless a clearly different meaning is required by the context in which the word or phrase is used:



1

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2

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ARTICLE 3
ELIGIBILITY AND PARTICIPATION

3.1ELIGIBILITY.Participation in the Plan shall be limited to those individuals who are
members of a "select group of management or highly compensated employees" for purposes of Title I of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"). From among these
individuals, the Compensation Committee of the Board (the "Compensation Committee"), in its sole discretion, shall select employees of the Company who are eligible to become Participants.

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Notwithstanding anything in the Plan to the contrary, effective as of January 1, 2002, the Compensation Committee shall not have the authority to add any new Participant in the Plan.

3.2PARTICIPATION.The Plan Administrator shall notify those employees selected for
participation of the benefits available under the Plan. An eligible employee becomes a Participant in the Plan after he is selected to participate and has signed and delivered to the Plan
Administrator a SERP Agreement. Thereafter, a Participant shall remain a Participant as long as he is continuously employed by the Company, or until his participation is terminated by the Compensation
Committee.

3.3SUICIDE.Notwithstanding anything in this Plan or any SERP Agreement to the
contrary, a Participant who commits suicide within two (2) years after the effective date of his participation in the Plan, shall not be entitled to any benefit under the Plan. Likewise, no
Beneficiary claiming under any such Participant shall be entitled to any benefit under the Plan.

ARTICLE 4
RETIREMENT BENEFIT

4.1NORMAL RETIREMENT BENEFIT.If a Participant is continually employed by the Company
until his Normal Retirement Date, he shall be entitled to receive an annual normal retirement benefit equal to the amount determined under the following formula:

(X-Y) × A
/ B

This
annual normal retirement benefit shall be payable in equal monthly installments commencing on the first day of the month following the Participant's Normal Retirement Date and shall
continue for the remainder of the Participant's life.

4.2EARLY RETIREMENT BENEFIT.If a Participant is continually employed by the Company
until his Early Retirement Date, he shall be entitled to receive an annual early retirement benefit equal to the Actuarial Equivalent of his normal retirement benefit as determined in
Section 4.1. This annual early retirement benefit shall be payable in equal monthly installments commencing on the first day of the month following the Participant's Early Retirement Date and
shall continue for the remainder of the Participant's life.

4.3DEATH AFTER COMMENCEMENT OF RETIREMENT BENEFIT.If a Participant dies after normal
or early retirement benefits have commenced, but prior to receiving twelve (12) monthly payments, such monthly payments shall be continued to the Participant's Beneficiary until the total
number of monthly payments made to the Participant and the Beneficiary equals twelve (12). If the Participant dies after having received twelve (12) or more monthly payments, no further
benefits shall be paid to the Participant or to the Participant's Beneficiary. The provisions of this Section 4.3 shall not apply if the Participant elects a joint and survivor annuity form of
payment.

4.4ALTERNATE FORM OF PAYMENT.The Plan Administrator may, in its sole and absolute
discretion, approve a retiring Participant's request of an alternate form of payment of the benefit, in which case such payments shall equal the Actuarial Equivalent of the normal form of benefit
hereunder, which is straight life annuity. Such a request must be made before the Participant terminates employment.

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4.5FORFEITURE OF BENEFITS.Notwithstanding any provision in this Plan to the contrary,
a Participant shall forfeit all benefits under the Plan if his employment with the Company is terminated for Cause or if he violates the restrictive covenant set forth in ARTICLE 9.

ARTICLE 5
SURVIVOR BENEFIT

5.1SURVIVOR BENEFIT.If a Participant dies while employed by the Company, the Company
shall pay to the Participant's Beneficiary an annual benefit equal to 44.44% of the Participant's Average Base Compensation, determined as of the date of the Participant's death. This annual benefit
shall be payable in equal monthly installments commencing on the first day of the month following the Participant's death and shall continue for the lesser of twenty (20) years or the life of
the Beneficiary.

ARTICLE 6
SEVERANCE BENEFIT

6.1SEVERANCE BENEFIT.If a Participant terminates employment with the Company prior to
his Early Retirement Date, other than by reason of death, Disability, or for Cause, the Participant shall be entitled to receive an annual severance benefit equal to the vested percentage of the
Actuarial Equivalent of his normal retirement benefit as determined in Section 4.1. Effective February 18, 1998, the annual severance benefit shall be payable in equal monthly
installments over a ten year period commencing on the first day of the month following the later of (i) the Participant's termination of employment with the Company, or (ii) the month
the Participant reaches age 55.

6.2VESTED PERCENTAGE.A Participant's vested percentage shall be determined in
accordance with the following schedule:

Years of Service

Vested PercentageLess than 1

0%1 but less than 2

331/3%2 but less than 3

662/3%3 or more

100%


If
a Participant terminates employment prior to attaining his Early Retirement Date, other than by reason of death or Disability, before completing at least one Year of Service, the
Participant shall not be entitled to any benefits under the Plan. Likewise, no Beneficiary claiming under any such Participant shall be entitled to any benefit under the Plan.

ARTICLE 7
CHANGE OF CONTROL

7.1FUNDING OF TRUST ON CHANGE OF CONTROL.In the event of a Change of Control, the
Company shall immediately transfer to the Trust Fund an amount of cash or other property equal to the Actuarial Equivalent of each Participant's normal retirement benefit, as determined under Sections
4.1 and 7.2, determined as of the date of the Change of Control. Such transferred amount will be reduced by the cash and other property held by the Trust Fund as of one day after the date of the
Change of Control.

7.2CHANGE OF CONTROL.Notwithstanding anything in this Plan to the contrary, upon a
Change of Control, the Participant shall be entitled to a benefit equal to the Actuarial Equivalent of his Normal Retirement Benefit, as determined under Section 4.1, determined as of the date
of the Participant's termination of employment. For purposes of calculating a Participant's Normal Retirement Benefit
under this Section 7.2, a Participant shall be deemed to have ten (10) Years of Service with the Company and at least one (1) Year of Participation in the Plan and shall be
automatically 100% vested

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in his benefit no matter how many Years of Service or Years of Participation the Participant actually has at termination of employment. Such benefit shall be paid in a lump sum within sixty
(60) days of the Participant's Termination of Employment with the Company.

ARTICLE 8
DISABILITY BENEFIT AND AUTHORIZED LEAVE OF ABSENCE

8.1DISABILITY BENEFIT.Notwithstanding anything to the contrary herein, if a
Participant's employment with the Company is terminated prior to attaining age 55 as a result of the Participant's Disability, the Participant shall be entitled to an annual benefit equal to the
Actuarial Equivalent of his normal retirement benefit as determined under Section 4.1. For purposes of calculating the Participant's normal retirement benefit under this Section 8.1, a
Participant shall be deemed to have ten (10) Years of Service with the Company and at least one (1) Year of Participation in the Plan. A Participant's Disability benefit shall commence
as of the first day of the month after the Participant attains age 55.

8.2AUTHORIZED LEAVE OF ABSENCE.A Participant's employment with the Company shall not
be deemed to have terminated for purposes of this Plan during any authorized leave of absence.

ARTICLE 9
RESTRICTIVE COVENANT

9.1RESTRICTIVE COVENANT.If, during the three-year period following a
Participant's termination of employment with, or retirement from, the Company, the Participant owns (other than a less than one percent (1%) ownership interest in a publicly-traded entity), manages,
operates, joins, controls, is employed by, or participates in the ownership, management, operation, or control of, or is connected in any manner with, any business that competes with the Company, the
Participant shall forfeit his benefits under this Plan.

ARTICLE 10
ADMINISTRATION

10.1PLAN ADMINISTRATOR.The Employer shall be the Plan Administrator, but it may
delegate its duties as such to a committee appointed in accordance with Section 10.5.

10.2ALLOCATION OF FIDUCIARY RESPONSIBILITY.The Plan Administrator is the named
fiduciary with respect to the administration of the Plan. It shall not be responsible for any fiduciary functions or other duties assigned to the Trustee pursuant to this Plan or the Trust Agreement.

10.3POWERS OF THE PLAN ADMINISTRATOR.



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10.4CLAIMS.



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10.5CREATION OF COMMITTEE.The Company may appoint a committee to perform its duties as
Plan Administrator by the adoption of appropriate Board resolutions. The committee shall consist of at least two (2) members, and they shall hold office during the pleasure of the Board. The
committee members shall serve without compensation but shall be reimbursed for all expenses by the Company. The committee shall conduct itself in accordance with the provisions of this ARTICLE TEN.
The members of the committee may resign with thirty (30) days notice in writing to the Company and may be removed immediately at any time by written notice from the Company.

10.6CHAIRMAN AND SECRETARY.The committee shall elect a chairman from among its members
and shall select a secretary who is not required to be a member of the committee and who may be authorized to execute any document or documents on behalf of the committee. The secretary of the
committee or his designee shall record all acts and determinations of the committee and shall preserve and retain custody of all such records, together with such other documents as may be necessary
for the administration of this Plan or as may be required by law.

10.7APPOINTMENT OF AGENTS.The committee may appoint such other agents, who need not be
members of the committee, as it may deem necessary for the effective performance of its duties, whether ministerial or discretionary, as the committee may deem expedient or appropriate. The
compensation of any agents who are not employees of the Company shall be fixed by the committee within any limitations set by the Board.

10.8MAJORITY VOTE AND EXECUTION OF INSTRUMENTS.In all matters, questions, and
decisions, the action of the committee shall be determined by a majority vote of its members. They may meet informally or take any ordinary action without the necessity of meeting as a group. All
instruments executed by the committee shall be executed by a majority of its members or by any member of the committee designated to act on its behalf.

10.9ALLOCATION OF RESPONSIBILITIES AMONG COMMITTEE MEMBERS.The committee may allocate
responsibilities among its members or designate other persons to act on its behalf. Any allocation or designation, however, must be set forth in writing and must be retained in the permanent records
of the committee.

10.10CONFLICT OF INTEREST.No member of the committee who is a
Participant shall take any part in any action in connection with his participation as an individual. Such action shall be voted or decided by the remaining members of the committee.

10.11OTHER FIDUCIARY CAPACITIES.The members of the committee may also
serve in any other fiduciary capacity, and, specifically, all or some members of the committee may serve as Trustee. Notwithstanding any other provision of this Plan, if and so long as any two
(2) members of the committee also serve as Trustee, any provision of this Plan or the Trust Agreement which requires a direction, certification, notification, or other communication from the
Plan Administrator to the Trustee shall be inapplicable. If and so long as any two (2) members of the committee also serve as Trustee, any action taken by either the committee or the Trustee
shall be deemed to be taken by the appropriate party.

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10.12AUTHORITY TO ESTABLISH A TRUST.The Company shall have the right at
any time to establish a trust to which the Company may transfer from time to time certain assets to be used by the Trustee to satisfy some or all of the Company's obligations and liabilities under the
Plan. All assets held by the Trust Fund shall be subject to the claims of the Company's creditors in the event of the Company's Insolvency (as defined in the Trust Agreement).

10.13PREPAYMENT.The Plan Administrator may, in its sole and absolute
discretion, prepay all or any part of the monthly installments remaining to be paid to the Participant or the Beneficiary under this Plan. The amount of such prepayment shall equal the Actuarial
Equivalent of the remaining monthly installments being prepaid, as determined by the Plan Administrator using an independent actuary, and receipt thereof by the Participant or Beneficiary shall be in
full satisfaction of all remaining obligations of the Company under the Plan.

ARTICLE 11
SCOPE OF RESPONSIBILITY

11.1SCOPE OF RESPONSIBILITY.



ARTICLE 12
AMENDMENT, MERGER AND TERMINATION

12.1AMENDMENT.The Company shall have the right at any time, by an instrument in
writing duly executed, acknowledged and delivered to the Plan Administrator and the Trustee, to modify, alter or amend this Plan; provided, however, that the duties and liabilities of the Plan
Administrator and the

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Trustee hereunder shall not be substantially increased without their written consent; and provided further that the amendment shall not reduce any Participant's interest in the Plan, calculated as of
the date on which the amendment is adopted.

12.2MERGER OR CONSOLIDATION OF COMPANY.The Plan shall not be automatically terminated
by the Company's acquisition by or merger into any other employer, but the Plan shall be continued after such acquisition or merger if the successor employer elects and agrees to continue the Plan and
to become a party to the Trust Agreement. All rights to amend, modify, suspend, or terminate the Plan shall be transferred to the successor employer, effective as of the date of the merger and
provided specifically that the successor employer shall not have the right to amend the Plan to reduce any Participant's interest in the Plan, calculated as of the date on which any amendment is
adopted.

12.3TERMINATION OF PLAN OR DISCONTINUANCE OF CONTRIBUTIONS.It is the expectation of
the Company that this Plan will be continued indefinitely. However, continuance of the Plan is not assumed as a contractual obligation of the Company, and the right is reserved at any time to
terminate this Plan or to reduce, temporarily suspend, or discontinue contributions hereunder, provided that any such termination, reduction, suspension, or discontinuance of contributions shall not
reduce any Participant's interest in the Plan, calculated as of the date such action is taken.

12.4LIMITATION OF COMPANY LIABILITY.The adoption of this Plan is strictly a voluntary
undertaking on the part of the Company and shall not be deemed to constitute a contract between the Company and any Employee or Participant or to be consideration for, an inducement to, or a condition
of the employment of any employee. A Participant, employee, or Beneficiary shall not have any right to retirement or other benefits except to the extent provided herein.

ARTICLE 13
COMPANY-OWNED LIFE INSURANCE

13.1COMPANY OWNS ALL RIGHTS.In the event that, in its discretion, the Company
purchases a life insurance policy or policies insuring the life of any Participant to allow the Company to informally finance and/or recover, in whole or in part, the cost of providing the benefits
hereunder, neither the Participant nor any Beneficiary shall have any rights whatsoever therein. The Company shall be the sole owner and beneficiary of any such policy or policies and shall possess
and may exercise all incidents of ownership therein, except that the Company may transfer such policies to the Trust Fund at such time, or upon such event, that the Company deems appropriate.

13.2PARTICIPANT COOPERATION.If the Company decides to purchase a life insurance policy
or policies on any Participant, the Company will so notify each Participant. Each Participant shall consent to being insured for the benefit of the Company and shall take whatever actions may be
necessary to enable the Company to timely apply for and acquire such life insurance and to fulfill the requirements of the insurance carrier relative to the issuance thereof as a condition of
eligibility to participate in the Plan.

13.3PARTICIPANT MISREPRESENTATION.If: (a) any Participant is required by this
Plan to submit information to any insurance carrier; and (b) the Participant makes a material misrepresentation in any application for such insurance; and (c) as a result of that
material misrepresentation the insurance carrier is not required to pay all or any part of the proceeds provided under that insurance, then the Participant's (or the Participant's Beneficiary's)
rights to any benefits under this Plan may be, at the sole discretion of the Board, reduced or forfeited.

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ARTICLE 14
MISCELLANEOUS

14.1NONALIENATION OF BENEFITS.No right or benefit under this Plan shall be subject to
anticipation, alienation, sale, assignment, pledge, encumbrance, or charge, and any attempt to anticipate, alienate, sell, assign, pledge, encumber, or charge any right or benefit under this Plan
shall be void. No such right or benefit shall in any manner be liable for or subject to the debts, contracts, liabilities, or torts of the person entitled thereto.

14.2UNSECURED COMPANY LIABILITY.The obligation of the Company to make payments to a
Participant under this Plan shall constitute an unsecured liability of the Company. Such payments shall be made from the general funds of the Company, and the Company shall not be required to
establish or maintain any special or separate fund, to purchase or acquire life insurance on a Participant's life, or otherwise to segregate assets to assure that such payments shall be made. Neither
a Participant nor any
other person shall have any interest in any particular asset of the Company by reason of its obligation hereunder, and the right of any of them to receive payments under this Plan shall be no greater
than the right of any other unsecured general creditor of the Company.

14.3NO EMPLOYMENT AGREEMENT.Neither the execution of this Plan or any SERP Agreement
nor any other action taken by the Company pursuant to this Plan shall beheld or construed to confer on a Participant any legal right to be continued as an employee of the Company or to restrict the
right of the Company to terminate his employment.

14.4DESIGNATION OF BENEFICIARY.Each Participant shall file with the Company a notice
in writing, in a form acceptable to the Board, designating one or more Beneficiaries to whom payments becoming due by reason of or after his death shall be made. Participants shall have the right to
change the Beneficiary or Beneficiaries so designated from time to time; provided, however, that no such change shall become effective until received in writing and acknowledged by the Company.

14.5PAYMENT TO INCOMPETENTS.The Company shall make the payments provided herein
directly to the Participant or Beneficiary entitled thereto or, if such Participant or Beneficiary has been determined by a court of competent jurisdiction to be mentally or physically incompetent,
then payment shall be made to the duly appointed guardian, committee, or other authorized representative of such Participant or Beneficiary. The Company shall have the right to make payment directly
to a Participant or Beneficiary until it has received actual notice of the physical or mental incapacity of such Participant or Beneficiary and actual notice of the appointment of a duly authorized
representative of his estate.

14.6BINDING EFFECT.Obligations incurred by the Company pursuant to this Plan shall be
binding upon and inure to the benefit of the Company, its successors, and assigns, and the Participant, his Beneficiaries, personal representatives, heirs, and legatees.

14.7ENTIRE PLAN.This document and any amendments hereto contain all the terms and
provisions of the Plan and shall constitute the entire Plan and all other alleged terms or provisions shall have no effect.

14.8ENFORCEABILITY.If any term or condition of this Plan shall be invalid or
unenforceable to any extent or in any application, then the remainder of the Plan, and such term or condition except to such extent or in such application, shall to be affected thereby, and each and
every term and condition of the Plan shall be valid and enforced to the fullest extent and in the broadest application permitted by law.

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ARTICLE 15
CONSTRUCTION

15.1GOVERNING LAW.This Plan shall be construed and governed in accordance with the
laws of the State of Utah to the extent not preempted by Federal law.

15.2GENDER.The masculine gender, where appearing in the Plan, shall be deemed to
include the feminine gender, and the singular may include the plural, unless the context clearly indicates to the contrary.

15.3HEADINGS, ETC.All headings used in this Plan are for convenience of reference only
and are not part of the substance of this Plan.

IN
WITNESS WHEREOF, this Plan, having been duly approved and adopted by the Board of Directors of the Company, is executed, by the duly authorized officers of the Company as of the
Effective Date.

| |  | EVANS & SUTHERLAND COMPUTER CORPORATION
| |  | ---------------------------------------
| |  | By:                                    
| |  | Name:                                  
| |  | Title:                                 

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