Exhibit 10.33

Foothill

July 24, 2002

Evans &
Sutherland Computer Corporation
600 Komas Drive
Salt Lake City, Utah 84108
Attn: Bo Thomas, CFO



Ladies
and Gentlemen:

Reference
is hereby made to that certain Loan and Security Agreement, dated as of December 14, 2000 (as amended and modified, from time to time, the "Loan
Agreement"), by and between Foothill Capital Corporation, a California corporation ("Foothill"), and Evans & Sutherland Computer Corporation, a Utah corporation
("Borrower"). Initially capitalized terms used in this letter but not defined herein shall have the meaning ascribed to such terms in the Loan
Agreement.

It
has come to Foothill's attention that Borrower has failed to meet certain of its financial covenants under the Loan Agreement, including without limitation, the covenants set forth in Section 7.17(b)for the period ended June 28, 2002 (the "Default").

Borrowers
have requested, and Foothill has agreed, to waive the Default subject to the following terms and conditions:

1.    Payment
by Borrower to Foothill of a fee in the aggregate amount of $35,000, such fee to be charged to Borrower's loan account pursuant to Section 2.5(e)of the Loan Agreement; and

2.    Receipt
by Foothill of Borrower's executed counterpart of this letter

The
limited waiver set forth herein shall be limited precisely as written and shall not be deemed to be a (a) waiver or modification (1) of any term or condition of the
Loan Agreement or (ii) for any other measurement period, or (b) prejudice any right or remedy which Foothill may now or in the future have under or in connection with the Loan Agreement.

This
letter may be executed in counterparts and by different parties on separate counterparts, including facsimile signature, each of which when so executed and delivered shall be deemed
to be an original. All such counterparts, taken together, shall constitute but one and the same letter. This letter shall become effective upon the execution of a counterpart of this letter by each of
the parties hereto.

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Please
acknowledge your receipt of this letter and acceptance of the foregoing terms and conditions by signing and dating the enclosed counterpart of this letter where indicated below
and returning the same to the undersigned as soon as possible.

|                                                                  |  |                      |  | Very truly yours,                                    
|----------------------------------------------------------------- |  | -------------------- |  | -----------------------------------------------------
|                                                                  |  |                      |  | FOOTHILL CAPITAL CORPORATION
a California corporation
|                                                                  |  |                      |  | By:                                                  
|                                                                  |  |                      |  | Name:                                                
|                                                                  |  |                      |  | Title:                                               
|THE FOREGOING IS AGREED TO AND ACCEPTED THIS 24 DAY OF JULY, 2002 |  |                      |  |                                                      
|EVANS & SUTHERLAND COMPUTER CORPORATION
a Utah corporation        |  |                      |  |                                                      
|By:                                                               |  | /s/WILLIAM M. THOMAS |  |                                                      
|Name:                                                             |  | William M. Thomas    |  |                                                      
|Title:                                                            |  | CFO                  |  |                                                      

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