SEVERANCE AGREEMENT



         THIS SEVERANCE  AGREEMENT (the "Agreement") is made and entered into as
of the 11th day of December,  1998, by and between  EVANS & SUTHERLAND  COMPUTER
CORPORATION, a Utah corporation (the "Company") and ______________________.

                              W I T N E S S E T H:

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

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

1.   DEFINITIONS.

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

          a. "Accrued Benefits" shall mean the amount payable not later than ten
     (10) days following an applicable Termination Date and which shall be equal
     to the sum of the following amounts:

               (i) All salary earned or accrued through the Termination Date;

               (ii)  Reimbursement for any and all monies advanced in connection
          with the Executive's  employment for reasonable and necessary expenses
          incurred by the Executive through the Termination Date;

               (iii) Any and all other cash benefits  previously  earned through
          the Termination  Date and deferred at the election of the Executive or
          pursuant to any deferred compensation plans then in effect;

               (iv) All other  payments and benefits to which the  Executive may
          be entitled under the terms of any benefit plan of the Company.

          b. "Act" shall mean the Securities Exchange Act of 1934;

          c.  "Affiliate"  shall have the same  meaning as given to that term in
     Rule 12b-2 of Regulation 12B promulgated under the Act;

          d. "Base Period  Income"  shall be an amount equal to the  Executive's
     "annualized  includable  compensation"  for the "base period" as defined in
     Sections  280G(d)(1)  and  (2) of the  Code  and  the  regulations  adopted
     thereunder;

          e.  "Beneficial  Owner"  shall have the same  meaning as given to that
     term in Rule  13d-3  of the  General  Rules  and  Regulations  of the  Act,
     provided that any pledgee of Company voting  securities shall not be deemed
     to be the  Beneficial  Owner  thereof  prior  to  its  disposition  of,  or
     acquisition of voting rights with respect to, such securities;

          f. "Board" shall mean the Board of Directors of the Company;

          g. "Cause" shall mean any of the following:

               (i) The  engaging by the  Executive  in  fraudulent  conduct,  as
          evidenced by a determination in a binding and final judgment, order or
          decree of a court or administrative agency of competent  jurisdiction,
          in effect  after  exhaustion  or lapse of all rights of appeal,  in an
          action, suit or proceeding, whether civil, criminal, administrative or
          investigative, which the Board determines, in its sole discretion, has
          a  significant  adverse  impact on the  Company in the  conduct of the
          Company's business;

               (ii) Conviction of a felony,  as evidenced by a binding and final
          judgment,  order or decree of a court of  competent  jurisdiction,  in
          effect after  exhaustion  or lapse of all rights of appeal,  which the
          Board determines,  in its sole discretion,  has a significant  adverse
          impact on the Company in the conduct of the Company's business;

               (iii)  Neglect  or  refusal  by  the  Executive  to  perform  the
          Executive's duties or responsibilities  (unless  significantly changed
          without the Executive's consent); or

               (iv) A  significant  violation by the  Executive of the Company's
          established policies and procedures;

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

          h. "Change of Control"  shall mean a change in ownership or managerial
     control of the stock,  assets or business of the Company resulting from one
     or more of the following circumstances:

               (i) A change of control of the Company, of a nature that would be
          required to be  reported  in response to Item 6(e) of Schedule  14A of
          Regulation 14A promulgated under the Act, or any successor  regulation
          of similar  import,  regardless  of whether  the Company is subject to
          such reporting requirement;

               (ii) A change in ownership of the Company  through a  transaction
          or series of transactions, such that any Person or Persons (other than
          any current officer of the Company or member of the Board) is (are) or
          become(s),  in the  aggregate,  the Beneficial  Owner(s),  directly or
          indirectly,  of securities of the Company  representing twenty percent
          (20%) or more of the Company's then outstanding securities;

               (iii) Any  consolidation  or merger of the  Company  in which the
          Company is not the continuing or surviving  corporation or pursuant to
          which  shares of the common  stock of the Company  would be  converted
          into  cash  (other  than cash  attributable  to  dissenters'  rights),
          securities  or other  property  provided by a Person or Persons  other
          than the Company,  other than a consolidation or merger of the Company
          in which the holders of the common  stock of the  Company  immediately
          prior to the  consolidation  or  merger  have  approximately  the same
          proportionate  ownership of common stock of the surviving  corporation
          immediately after the consolidation or merger;

               (iv) The  shareholders of the Company  approve a sale,  transfer,
          liquidation or other  disposition of all or  substantially  all of the
          assets of the Company to a Person or Persons;

               (v) During any period of two (2) consecutive  years,  individuals
          who,  at the  beginning  of such  period,  constituted  the  Board  of
          Directors of the Company cease, for any reason, to constitute at least
          a majority thereof,  unless the election or nomination for election of
          each new  director  was  approved  by the vote of at least  two-thirds
          (2/3) of the directors  then still in office who were directors at the
          beginning of the period;

               (vi) The filing of a  proceeding  under  Chapter 7 of the Federal
          Bankruptcy  Code (or any successor or other statute of similar import)
          for liquidation with respect to the Company;

               (vii) The filing of a proceeding  under Chapter 11 of the Federal
          Bankruptcy  Code (or any successor or other statute of similar import)
          for  reorganization  with respect to the Company if in connection with
          any  such  proceeding,  this  Agreement  is  rejected,  or a  plan  of
          reorganization  is  approved  an  element of which  plan  entails  the
          liquidation of all or substantially all the assets of the Company.

     A "Change of Control"  shall be deemed to occur on the actual date on which
     any of the foregoing circumstances shall occur; provided,  however, that in
     connection  with a "Change of Control"  specified in Section  1(h)(vii),  a
     "Change of  Control"  shall be deemed to occur on the date of the filing of
     the relevant proceeding under Chapter 11 of the Federal Bankruptcy Code (or
     any successor or other statute of similar import).

          i. "Change of Control Period" shall mean the period  commencing on the
     date a Change of Control  occurs and  ending on the second  anniversary  of
     such Change of Control;

          j. "Code"  shall mean the Internal  Revenue  Code of 1986,  as amended
     from time to time;

          k. "Disability"  shall mean a physical or mental condition whereby the
     Executive is unable to perform on a full-time basis the customary duties of
     the Executive under this Agreement;

          l. "Federal  Short  Term-Rate"  shall mean the rate defined in Section
     1274(d)(1)(C)(i) of the Code;

          m. "Good Reason" shall mean:

               (i)  The  required  relocation  of  the  Executive,  without  the
          Executive's  consent,  to an  employment  location  which is more than
          seventy-five  (75) miles from the Executive's  employment  location on
          the day preceding the date of this Agreement;

               (ii) The removal of the Executive  from or any failure to reelect
          the Executive to any of the positions  held by the Executive as of the
          date of this  Agreement or any other  positions to which the Executive
          shall  thereafter be elected or assigned except in the event that such
          removal  or  failure to  reelect  relates  to the  termination  by the
          Company of the Executive's employment for Cause or by reason of death,
          Disability or voluntary retirement;

               (iii) A  significant  adverse  change,  without  the  Executive's
          written consent, in the nature or scope of the Executive's  authority,
          powers, functions, duties or responsibilities, or a material reduction
          in the  level  of  support  services,  staff,  secretarial  and  other
          assistance,  office space and accoutrements available to a level below
          that which was provided to the Executive on the day preceding the date
          of  this  Agreement  and  that  which  is  necessary  to  perform  any
          additional duties assigned to the Executive following the date of this
          Agreement,  which change or reduction is not  generally  effective for
          all  executives  employed  by the Company  (or its  successor)  in the
          Executive's class or category; or

               (iv)  Breach  or  violation  of any  material  provision  of this
          Agreement by the Company;

          n. "Gross  Income" shall mean the average  compensation  earned by the
     Executive  for  purposes  of  Section  61 of the Code for the prior two (2)
     taxable years, plus any other compensation  payable to the Executive by the
     Company, whether taxable or non-taxable.

          o. "Notice of Termination"  shall mean the notice described in Section
     3 herein;

          p. "Person"  shall mean any  individual,  partnership,  joint venture,
     association,  trust,  corporation  or other entity,  other than an employee
     benefit  plan  of  the  Company  or  an  entity  organized,   appointed  or
     established pursuant to the terms of any such benefit plan;

          q.  "Termination  Date" shall mean,  except as  otherwise  provided in
     Section 3 herein,

               (i) The Executive's date of death;

               (ii)  Thirty  (30)  days  after  the  delivery  of the  Notice of
          Termination  if  the  Executive's  employment  is  terminated  by  the
          Executive voluntarily; and

               (iii)  Thirty  (30) days  after  the  delivery  of the  Notice of
          Termination if the Executive's employment is terminated by the Company
          for any reason other than death or Disability;

          r. "Termination Payment" shall mean the payment described in Section 2
     herein;

          s. "Total Payments" shall mean the sum of the Termination  Payment and
     any other "payments in the nature of  compensation"  (as defined in Section
     280G of the  Code and the  regulations  adopted  thereunder)  to or for the
     benefit of the Executive, the receipt of which is contingent on a Change of
     Control and to which Section 280G of the Code applies.

2.       TERMINATION PAYMENT.

          a. If during a Change of Control Period, the Executive's employment is
     terminated  by the  Executive  for Good  Reason or by the  Company  for any
     reason other than death,  Disability,  or Cause,  the  Termination  Payment
     payable to the  Executive  by the  Company or an  affiliate  of the Company
     shall be two and one-half (2.5) times the Executive's  Gross Income for the
     year preceding the Termination Date.

          b. If the Executive's employment is terminated by the Executive within
     one hundred  eighty  (180) days of a Change of Control,  which has not been
     approved by a majority of the  directors  in office  immediately  preceding
     such Change of Control, the Termination Payment payable to the Executive by
     the Company or an affiliate of the Company shall be two and one-half  (2.5)
     times the Executive 's Gross Income for the year preceding the  Termination
     Date.

          c.  It is the  intention  of the  Company  and the  Executive  that no
     portion of the Termination Payment and any other "payments in the nature of
     compensation"  (as defined in Section 280G of the Code and the  regulations
     adopted  thereunder)  to or for the  benefit  of the  Executive  under this
     Agreement, or under any other agreement, plan or arrangement,  be deemed to
     be an "excess parachute payment" as defined in Section 280G of the Code. It
     is agreed that the present value of the Total  Payments shall not exceed an
     amount equal to two and ninety-nine hundredths (2.99) times the Executive's
     Base Period  Income,  which is the maximum  amount which the  Executive may
     receive without  becoming subject to the tax imposed by Section 4999 of the
     Code or which the Company may pay without loss of deduction  under  Section
     280G(a) of the Code.  Present value for purposes of this Agreement shall be
     calculated in accordance with the regulations  issued under Section 280G of
     the Code.  Within  sixty  (60) days  following  delivery  of the  Notice of
     Termination  or notice by the Company to the  Executive  of its belief that
     there is a payment or benefit  due the  Executive  which will  result in an
     excess  parachute  payment  as defined  in  Section  280G of the Code,  the
     Executive  and the Company  shall,  at the Company's  expense,  obtain such
     opinions as more fully described hereafter,  which need not be unqualified,
     of legal counsel and certified  public  accountants or a firm of recognized
     executive compensation  consultants.  The Executive shall select said legal
     counsel,   certified   public   accountants   and  executive   compensation
     consultants; provided, however, that if the Company does not accept one (1)
     or more of the parties selected by the Executive, the Company shall provide
     the  Executive  with the  names of such  legal  counsel,  certified  public
     accountants  and/or executive  compensation  consultants as the Company may
     select; provided,  further,  however, that if the Executive does not accept
     the party or parties selected by the Company, the legal counsel,  certified
     public accountants and/or executive  compensation  consultants  selected by
     the  Executive  and the  Company,  respectively,  shall  select  the  legal
     counsel,   certified  public  accountants  and/or  executive   compensation
     consultants,  whichever  is  applicable,  who shall  provide  the  opinions
     required by this Section 2(d). The opinions  required  hereunder  shall set
     forth (a) the amount of the Base Period  Income of the  Executive,  (b) the
     present value of Total Payments and (c) the amount and present value of any
     excess parachute  payments.  In the event that such opinions determine that
     there would be an excess parachute payment,  the Termination Payment or any
     other payment determined by such counsel to be includable in Total Payments
     shall be reduced or  eliminated  as specified  by the  Executive in writing
     delivered to the Company  within  thirty (30) days of his or her receipt of
     such opinions or, if the Executive fails to so notify the Company,  then as
     the  Company  shall  reasonably  determine,  so that  under  the  bases  of
     calculation  set forth in such opinions  there will be no excess  parachute
     payment.  The provisions of this Section 2(d),  including the calculations,
     notices and opinions provided for herein shall be based upon the conclusive
     presumption  that the  compensation  and other benefits,  including but not
     limited to the Accrued  Benefits,  earned on or after the date of Change of
     Control by the Executive pursuant to the Company's compensation programs if
     such payments would have been made in the future in any event,  even though
     the timing of such  payment is  triggered  by the  Change of  Control,  are
     reasonable  compensation  for  services  rendered  prior to the  Change  of
     Control; provided,  however, that in the event legal counsel so requests in
     connection  with the  opinion  required  by this  Section  2(d),  a firm of
     recognized executive  compensation  consultants,  selected by the Executive
     and the Company  pursuant to the procedures set forth above,  shall provide
     an  opinion,   upon  which  such  legal   counsel  may  rely,   as  to  the
     reasonableness  of any item of compensation as reasonable  compensation for
     services  rendered prior to the Change of Control by the Executive.  In the
     event  that  the  provisions  of  Sections  280G  and  4999 of the Code are
     repealed without succession, this Section 2(d) shall be of no further force
     or effect;

          d. The  Termination  Payment  shall be payable in a lump sum not later
     than ten (10) days following the  Executive's  Termination  Date. Such lump
     sum payment  shall not be reduced by any present  value or similar  factor.
     Further, the Executive shall not be required to mitigate the amount of such
     payment by securing  other  employment  or otherwise and such payment shall
     not be reduced by reason of the Executive  securing other employment or for
     any other reason.

3.       TERMINATION NOTICE AND PROCEDURE.

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

          a. The Notice of Termination  shall indicate the specific  termination
     provision in this  Agreement  relied upon and shall set forth in reasonable
     detail  the  facts  and  circumstances  alleged  to  provide  a  basis  for
     termination;

          b. Any Notice of  Termination  by the  Company  shall be approved by a
     resolution  duly adopted by a majority of the directors of the Company then
     in office;

          c.  If  the  Executive  shall  in  good  faith  furnish  a  Notice  of
     Termination  for Good Reason and the Company  notifies the Executive that a
     dispute  exists  concerning  the  termination,  within the fifteen (15) day
     period following the Company's receipt of such notice,  the Executive shall
     continue  the  Executive's   employment  during  such  dispute.  If  it  is
     thereafter  determined  that (i) Good  Reason  did exist,  the  Executive's
     Termination  Date shall be the earlier of (A) the date on which the dispute
     is finally determined,  by mutual written agreement of the parties, (B) the
     date of the  Executive's  death or (C) one day  prior to the  second  (2nd)
     anniversary  of a  Change  of  Control,  and  the  Executive's  Termination
     Payment, if applicable,  shall reflect events occurring after the Executive
     delivered the Executive's  Notice of  Termination;  or (ii) Good Reason did
     not exist,  the  employment  of the  Executive  shall  continue  after such
     determination  as  if  the  Executive  had  not  delivered  the  Notice  of
     Termination asserting Good Reason;

          d. If the Executive  gives notice to terminate his employment for Good
     Reason and a dispute  arises as to the  validity of such  dispute,  and the
     Executive does not continue his employment  during such dispute,  and it is
     finally determined that the reason for termination set forth in such Notice
     of  Termination  did  not  exist,  if  such  notice  was  delivered  by the
     Executive, the Executive shall be deemed to have voluntarily terminated the
     Executive's employment other than for Good Reason.

4.      REMEDIES AND JURISDICTION.

          a. The Executive  hereby  acknowledges and agrees that a breach of the
     agreements  contained in this  Agreement  will cause  irreparable  harm and
     damage to the Company,  that the remedy at law for the breach or threatened
     breach of the  agreements  set forth in this  Agreement will be inadequate,
     and that,  in addition to all other  remedies  available to the Company for
     such breach or threatened breach (including,  without limitation, the right
     to recover damages), the Company shall be entitled to injunctive relief for
     any  breach  or  threatened  breach  of the  agreements  contained  in this
     Agreement;

          b. All claims,  disputes  and other  matters in  question  between the
     parties  arising under this Agreement,  shall,  unless  otherwise  provided
     herein,  be decided by arbitration  in Salt Lake City,  Utah, in accordance
     with  the  Model   Employment   Arbitration   Procedures  of  the  American
     Arbitration  Association  (including such procedures governing selection of
     the specific arbitrator or arbitrators),  unless the parties mutually agree
     otherwise.  The Company  shall pay the costs of any such  arbitration.  The
     award by the arbitrator or arbitrators  shall be final, and judgment may be
     entered upon it in accordance  with  applicable law in any state or Federal
     court having jurisdiction thereof.

5.       ATTORNEYS' FEES.

         In  the  event  that  either  party  hereunder   institutes  any  legal
proceedings in connection  with its rights or obligations  under this Agreement,
the prevailing  party in such  proceeding  shall be entitled to recover from the
other party,  all costs incurred in connection with such  proceeding,  including
reasonable  attorneys'  fees,  together with  interest  thereon from the date of
demand at the rate of twelve percent (12%) per annum.

6.       SUCCESSORS.

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

7.       ENFORCEMENT.

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

8.       AMENDMENT OR TERMINATION.

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

9.       ENTIRE AGREEMENT.

         This  Agreement sets forth the entire  agreement  between the Executive
and the Company with respect to the subject  matter  hereof,  and supersedes all
prior oral or written agreements,  negotiations,  commitments and understandings
with respect thereto.

10.      VENUE; GOVERNING LAW.

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

11.      NOTICE.

         Notices given pursuant to this Agreement  shall be in writing and shall
be deemed given when received,  and if mailed,  shall be mailed by United States
registered or certified mail, return receipt requested,  addressee only, postage
prepaid, if to the Company, to:

                  Company:     Evans & Sutherland Computer Corporation
                               600 Komas Drive
                               Salt Lake City, Utah 84108
                               Attn:  Chief Financial Officer
                               Fax: (801) 588-4500

                  Executive:   James R. Oyler
                               600 Komas Drive
                               Salt Lake City, Utah 84108
                               Fax: (801) 588-4500

or to such other address as the Company shall have given to the Executive or, if
to the  Executive,  to such  address  as the  Executive  shall have given to the
Company.

12.      NO WAIVER.

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

13.      HEADINGS.

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

14.      COUNTERPARTS.

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

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

                                    "COMPANY"


                                     EVANS & SUTHERLAND COMPUTER
                                     CORPORATION, a Utah corporation


                                     By:___________________________________
                                    Its:___________________________________



                                   "EXECUTIVE"


                                     --------------------------------------
                                           James R. Oyler