**EXHIBIT10.30**

**GUARANTY**

***THISGUARANTY*** is made this **30****th  **day of **March**, **2007**, by ** EVANS & SUTHERLAND COMPUTERCORPORATION**,****a Utahcorporation (hereinafter the “Guarantor”).

***W I T N E S S E T H:***

**WHEREAS**,**SPITZ, INC.**, a Delaware corporation(hereinafter the “Borrower”), has executed and delivered to **FIRST KEYSTONE BANK** (hereinafter the “Lender”), a MortgageNote in the original principal sum of **Three Million Two HundredThousand Dollars ($3,200,000.00)** (the “Note”) made by Borrower andTransnational Industries, Inc., a Delaware corporation (“Transnational”) anddelivered to Lender on January 14, 2004, evidencing a loan (the “Loan”) tofinance Borrower’s acquisition of the premises known as **Route 1,Chadds Ford Township, Delaware County, Pennsylvania,  being Folio No. 04-00-00034-02** andoperated by Borrower as its principal business office (the “Real Estate”).  The Loan is further evidenced by that certainLoan Agreement between Borrower, Transnational and Lender dated January 14,2004 (the “Loan Agreement”); and

**WHEREAS**,the Loan is secured by, among other things, that certain Open-End Mortgage andSecurity Agreement dated January 14, 2004 (the “Mortgage”) encumbering the RealEstate; and

**WHEREAS,**on or about April 28, 2006, Transnational sold all of Transnational’s onehundred percent (100%) ownership interest in and to Borrower to Guarantor; and

**WHEREAS,**in connection with the origination of a line of credit and the sale byTransnational of all of Transnational’s interests in and to Borrower, Lenderreleased Transnational as a co-borrower under the Loan; and

**WHEREAS,**the Loan Agreement sets forth certain financial covenants of the Borrower,including without limitation a covenant to deliver to Lender within ninety (90)days following the end of Borrower’s fiscal year and each fiscal quarter,respectively, a copy of the Borrower’s Annual Report on Form 10-KSB andquarterly report on Form 10-QSB, (the “Financials”), and a covenant to provideLender, within thirty (30) days of the date the same are due for filing, copies

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of Borrower’sFederal Income Tax Returns (the “Tax Returns”); and

**WHEREAS,**Guarantor is a publicly traded company and, pursuant to that certain FirstModification Agreement dated even date herewith (the “First ModificationAgreement”), Guarantor has agreed to provide to Lender Bank, within ninety (90)days following the end of Guarantor’s fiscal year and each fiscal quarter,respectively, in each year, Guarantor’s Annual Report on Form 10-K andquarterly report on Form 10-Q; and

**WHEREAS,**asa wholly owned subsidiary of Guarantor, Borrower is no longer required toprepare separate audited financials or file a separate income tax return andBorrower and Guarantor have requested that Lender waive the requirement thatFinancials and Tax Returns be provided; and

**WHEREAS**,Lender has agreed to waive the requirement that Financials and Tax Returns beprovided in consideration, among other things, of the covenants and obligationsmade and assumed by Guarantor as herein set forth; and

**WHEREAS**,the outstanding principal balance of the Note, together with interest and allother sums due or to become due thereunder is referred to herein as the “Indebtedness”;and

**WHEREAS**,Guarantor has agreed to make this Guaranty in consideration of the agreement ofLender to modify the Loan as more fully set forth in the First ModificationAgreement; and

**WHEREAS**,in order to induce Lender to enter into the First Modification Agreement, theGuarantor herein executes this Guaranty.

**NOWTHEREFORE**, for good and valuable consideration, intending tobe legally bound hereby, Guarantor agrees as follows:

1.             **Guarantyof Performance**.  Guarantorabsolutely and unconditionally, jointly and severally, guarantees to Lender thepayment and performance of the conditions of the Note, pursuant to the termsand conditions set forth therein, together with all reasonable legal and otherexpenses of collection, and hereby expressly and unconditionally waives demand,notice of presentment and non-payment, protest and notice of protest, of theNote, and agrees that the time for payment thereof may be extended by Lenderwithout notice to or further consent from the Guarantor.  Guarantor further agrees to pay the fullunpaid principal, interest and other charges due under the Note when owingimmediately upon written notice of an Event of Default as to any

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one or more of theterms and conditions of the Note, First Modification Agreement, Mortgage, LoanAgreement or any other document executed by Borrower and/or Guarantor anddelivered to Lender in connection with the Loan (collectively referred toherein as the “Loan Documents”), it being agreed between the parties heretothat the full balance when due and owing on the Note shall become due andpayable upon acceleration by the Lender in accordance with the terms of theNote.

2.             **No Waiver**.  Any waiver by Lender of an Event of Defaultunder the Loan Documents, and any failure on the part of Lender to enforce itsrights against Borrower, or its successors or assigns, shall not affect theabsolute and unconditional liability of the Guarantor.  Any extensions of time granted by Lender toBorrower, or its successors or assigns, shall not release the Guarantor fromits obligations hereunder.

3.             **ActionsNot Affecting Guarantor**’**s Liability**.  In addition to (but not in limitation of) allof the foregoing provisions, Lender may take any of the following actions (withor without notice to the Guarantor) without affecting the liability of theGuarantor in any way:

a.             release, exchange, increase ordecrease, or surrender all or any part of the security held by it for theIndebtedness, or substitute new security for all or any portion thereof,whether or not the new security shall be equal in value with the securitysubstituted;

b.             recast, extend or modify all or anyportion of the Indebtedness;

c.             grant waivers, extensions, renewalsor other indulgences under the Note;

d.             modify or amend any of the terms,provisions or agreements contained in the Note

e.             vary, exchange, release ordischarge, wholly or partially, or delay in or abstain from perfecting orenforcing any security or guaranty of the Note;

f.              accept partial payment orperformance of the Note from the Borrower; or

g.             compromise or make any settlementor other arrangement with the Borrower.

4.             **DirectProceedings Against Guarantor**. This shall be an agreement of suretyship as well as of guaranty.  Liability on this Guaranty shall not beconditional or contingent upon the pursuance by Lender or anyone else ofwhatever remedies it may have against Borrower, or its successors or assigns,nor shall Lender be required to foreclose, exhaust,

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or in any otherway look for the security which it now has or which it may obtain or in thefuture may acquire. Not in limitation of the generality of the foregoing, theliability of Guarantor hereunder shall remain effective and enforceable eventhough Borrower’s liability under the Note may be unenforceable, or recoveryagainst the Borrower may be barred by the statute of limitations or otherwise,it being further understood and agreed that Guarantor waives any defensearising by reason of any disability or other defense of Borrower or by reasonof the cessation from any cause whatsoever of the liability of Borrower.   The obligations and liabilities of Guarantorhereunder and any other guarantor/surety of the Borrower’s liabilities andobligations under the Note, the First Modification Agreement, the Mortgage andother Loan Documents, and all extensions, modifications and/or renewalsthereof, shall be joint and several.

5.             **Extensionsor Renewals**.  Liability ofthe Guarantor hereunder shall be a continuing one and shall extend to any andall notes or other evidences of indebtedness which may be given in extension,modification, increase or renewal of the present indebtedness of the Borrowerevidenced by the Note.

6.             **Representationsand Warranties**  TheGuarantor hereby represents and warrants that:

a.             The Guarantor has no offsets,counterclaims or defenses against the Indebtedness or this Guaranty, and hasthe legal capacity to enter into this Guaranty and to perform Guarantor’sobligations hereunder.

b.             This Guaranty constitutes thelegal, valid and binding obligation of the Guarantor enforceable againstGuarantor in accordance with its terms.

c.             There is no action, suit,proceeding, inquiry or investigation, at law or in equity, or before or by anycourt, public board or body, pending, or within the knowledge of the Guarantorthreatened, wherein an unfavorable decision, ruling or finding would adverselyaffect the validity or enforceability of this Guaranty or any of the LoanDocuments.

d.             Neither the execution and deliveryof this Guaranty, the consummation of the transactions contemplated hereundernor the fulfillment of or compliance with the terms and conditions obtainedherein is prevented or limited by, or would be prevented or limited by, orconflict with, or breach, the terms, conditions or provisions of any law, rule,regulations, order of any court or governmental agency, or any evidence ofindebtedness, agreement or instrument of

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whatever nature towhich the Guarantor (or any company, corporation or other business entitycontrolled by the Guarantor or affiliated with any one of them) is now a party,or to which the Guarantor or any such entity is bound, or constitutes a defaultunder any of the foregoing. Such execution, delivery, consummation andperformance will not result in the creation or imposition of any lien, chargeor encumbrance upon any of the property or assets of the Guarantor or any suchentity, except as contemplated in the Loan Documents.

e.             The assumption by the Guarantor ofits obligations hereunder will result in material benefits to the Guarantor.

f.              Neither this Guaranty nor anyother document, certificate or statement furnished to the Lender by or onbehalf of the Borrower or the Guarantor contains any untrue statement of amaterial fact or omits to state a material fact necessary in order to make thestatements contained herein and therein not misleading or incomplete.   The financial statements and tax returns ofGuarantor delivered to Lender prior to the date hereof are Guarantor=s mostcurrent financial statements and tax returns available for public distributionand fully and accurately present the financial condition and income ofGuarantor as of the date thereof, in accordance with generally acceptedaccounting principles consistently applied.

g.             As provided in the Loan Agreement,the proceeds of the Note are to be applied by the Borrower to its businesspurposes and no part thereof shall be used for the personal, household orconsumer purposes of the Borrower or the Guarantor.

7.             **ComplianceWith Loan Documents**.  TheGuarantor shall cause the Borrower to fully perform and observe all of thecovenants, agreements and obligations of the Borrower under the Note, FirstModification Agreement, the Mortgage and all other Loan Documents.

8.             **Waiver ofSubrogation**.  TheGuarantor waives and relinquishes any right of subrogation or other right ofreimbursement, contribution or indemnification from the Borrower or the Borrower’sestate and any other right or payment from the Borrower or the Borrowers>estate, arising out of or on account of any sums paid or agreed to be paid byGuarantor under this Guaranty, whether any such right is reduced to judgment,liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed,undisputed, secured, or unsecured.  Theprovisions of this subparagraph are made for the express benefit of Borrower aswell as Lender and may be enforced independently by Borrower and Lender.

 

 

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9.             **Event ofDefault**.  Any one or moreof the following shall constitute an “Event of Default” hereunder:

a.             Failure of the Guarantor to makeany payments or perform Guarantor’s obligations pursuant to the terms hereof,provided, however, Lender shall, in accordance with the terms of the LoanAgreement, give to Guarantor all notices of default under the Loan, andGuarantor shall have the same opportunity to cure, if any, as are applicablewith respect to the Borrower under the Loan Documents with any applicable cureperiod running concurrently with any cure period applicable to Borrower.

b.             If any representation or warrantymade by the Guarantor pursuant to or in connection with this Guaranty or anyreport, certificate, financial statement or other instrument or documentfurnished by the Guarantor hereunder shall prove to be false or misleading inany material respect.

c.             After the giving of any applicablenotice and expiration of any applicable cure period, the occurrence of an eventof default under the Note, the First Modification Agreement, the Mortgage orany of the other Loan Documents.

10.           **Remedies**.  Lender shall provide Guarantor with notice ofthe occurrence of any Event of Default in accordance with the Notice provisionscontained in the Note.  If any one ormore Events of Default shall occur under this Guaranty,  then in each case, the Lender shall have allrights and remedies, including, but not limited to, the right to (i) cause allamounts payable hereunder and pursuant to the Note to be immediately due andpayable, whereupon the same shall become immediately due and payable; (ii) takeany other action available either in law or in equity to enforce performance orcollect any amounts due or thereafter to become due under this Guaranty, theNote, the First Modification Agreement, the Mortgage or other Loan Documentsand exercise all rights and remedies of the Lender thereunder; or (iii) enforcethe observance of any of the covenants or obligations of the Guarantor underthis Guaranty, Note, Loan Agreement, First Modification Agreement, Mortgage orany other Loan Document.

11.           **Indemnification**. The Guarantor shall defend, hold harmless, and indemnify the Lender fromand against any and all claims, liabilities, judgments, liens, losses, damages,costs, expenses, attorneys fees, and consultants fees incurred by or imposedupon the Lender relating to any obligations on the part of the Borrower as setforth in an Environmental Indemnity 

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Agreement datedJanuary 14, 2004.

12.           **Costs of Suit**. This Guaranty shall include all reasonable attorneys> fees, expenses,and disbursements incurred by Lender in the collection or enforcement ofpayment or performance by Borrower of any obligation of Borrower to Lender, andin the collection or enforcement of payment or performance by Guarantorhereunder.

13.           **Forbearance**. Neither the failure nor any delay on the part of Lender to exercise anyright, remedy, power or privilege under this Guaranty (a “Right”) shall operateas a waiver thereof, nor shall any single or partial exercise of any Rightpreclude any other or further exercise of the same or of any other Right, norshall any waiver of any Right with respect to any occurrence be construed as awaiver of such Right with respect to any other occurrence.  No waiver shall be effective unless it is inwriting and is signed by the party asserted to have granted such waiver.

14.           **Warrant of Borrowers Agreements and Representations**.  The Guarantor further unconditionallyguarantees to the same effect as above stated, the proper performance of anyand all agreements, representations, warranties and undertakings given toLender by Borrower in connection with the Loan by way of collateral security.

15.           **Bankruptcy**.  ThisGuaranty shall be a continuing Guaranty and (whether or not Guarantor shallhave any notice or knowledge of any of the following) the liability andobligation of Guarantor hereunder shall be absolute and unconditional and shallremain in full force and effect without regard to, and shall not be released,discharged, or in any way impaired by any bankruptcy, insolvency,reorganization arrangement, or similar proceeding relating to Borrower or anyco-Guarantor, or their properties.

16.           **Waiver of Notice and Defense**.  The Guarantor hereby consents to all of theterms and provisions of the Note, as the same may be from time to time amendedor modified. The Guarantor hereby irrevocably waives:

a.             Notice of acceptance of thisGuaranty and notice that the Note has been accepted by the Lender in reliancehereon;

b.             Notice of any amendment or anychange in the terms of the Note or any of the other Loan Documents or any otherpresent or future agreement relating directly or indirectly thereto;

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c.             Notice of any default under theNote or any other Loan Document, or any other present or future agreementrelating directly or indirectly thereto;

d.             Demand for performance orobservance of and enforcement of any provisions of the Note, the FirstModification Agreement, the Mortgage or any other Loan Document or any pursuitor exhaustion of any rights or remedies against the Borrower thereunder, or anyother obligor who becomes liable in any manner for any of the Indebtedness, andany requirement of diligence or promptness on the part of the Lender inconnection therewith;

e.             Diligence, presentment, protest,notice of dishonor and notice of default in the payment of any amount at anytime payable by the Borrower under or in connection with the Note;

f.              The benefit of any statute oflimitations affecting its liability hereunder or the enforcement thereof, andagrees that any payment of any indebtedness or other act which shall toll anystatute of limitations applicable to the Note shall similarly operate to tollsuch statute of limitations applicable to Guarantor’s liability hereunder; or

g.             The benefit of laws exemptingproperty from levy or execution.

17.           **Successors and Assigns**. The parties hereto agree that this Guaranty shall bind and inure to thebenefit of the Lender and its successors and assigns.

18.           **Governing Law**. This Guaranty shall be governed by the substantive law of theCommonwealth of Pennsylvania.

19.           **Assignment**. Lender may assign this Guaranty in whole orin part to a party to whom the Note is assigned.

20.           **Set-Off**.  Inaddition to all liens upon, and rights of set-off against the monies,securities, or other property of Guarantor given to Lender by law, Lender shallhave a lien upon and a right of set-off against all monies, securities andother property of Guarantor now or hereafter in the possession of Lender. Everysuch lien and right of set-off may be exercised without demand upon or noticeto Guarantor, no lien or right of set-off shall be deemed to have been waivedby any act or conduct on the part of Lender, or by any neglect to exercise suchright of set-off or to enforce such lien, or by any delay in so doing, andevery right of set-off and lien shall continue in full force and effect untilsuch right of set-off or lien is specifically waived or

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released by aninstrument in writing executed by Lender.

21.           **Subordination of Indebtedness**.  Any indebtedness of Borrower now or hereafterheld by Guarantor is hereby subordinated to this Guaranty, the Note, theMortgage and the First Modification Agreement. Any such indebtedness ofBorrower to Guarantor is assigned to Lender as security for this Guaranty andthe Note and, if upon an Event of Default under this Guaranty, Lender sorequests, shall be collected, enforced and received by Guarantor as trustee forLender and be paid over to Lender on account of the amounts due under the Notebut without reducing or affecting in any manner the liability of Guarantorunder the other provisions of this Guaranty. Any such notes now or hereafterevidencing such indebtedness of Borrower to Guarantor shall be marked with alegend that the same are subject to this agreement and, if Lender so requests,shall be delivered to Lender.

22.           **Intent of Language**. Reference to the Guarantor shall mean each Guarantor named above. Theobligations of the Guarantor hereunder shall be joint and several. When suchinterpretation is appropriate, all words in the singular used herein shallinclude the plural, and all words in the masculine shall also mean thefeminine, as the case may be.

23.           **Severability**.  Ifany term, provision, covenant or condition hereof should be held by a court ofcompetent jurisdiction to be invalid, void or unenforceable, all otherprovisions, covenants and conditions hereof not held invalid, void orunenforceable shall continue in full force and effect and shall in no way beaffected, impaired or invalidated thereby.

24.           **No Set-Off**.  TheGuarantor shall make all payments required hereunder, free of any deductions,and without abatement, deduction, or setoff.

**CONFESSION OF JUDGMENT**

25.           THE FOLLOWING SECTION SETS FORTHWARRANTS OF ATTORNEY FOR ANY ATTORNEY TO CONFESS JUDGMENTS AGAINSTGUARANTOR.  IN GRANTING THESE WARRANTS OFATTORNEY TO CONFESS JUDGMENTS AGAINST GUARANTOR, GUARANTOR HEREBY KNOWINGLY,INTENTIONALLY, VOLUNTARILY, AND UNCONDITIONALLY WAIVE(S) ANY AND ALL RIGHTSGUARANTOR MAY HAVE TO PRIOR NOTICE AND AN OPPORTUNITY FOR HEARING UNDER THERESPECTIVE CONSTITUTIONS AND LAWS OF THE COMMONWEALTH OF PENNSYLVANIA AND THEUNITED STATES OF AMERICA.

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UPON THEOCCURRENCE OF AN EVENT OF DEFAULT, GUARANTOR HEREBY AUTHORIZES ANY ATTORNEY OFANY COURT OF RECORD IN PENNSYLVANIA, OR ELSEWHERE, TO APPEAR FOR GUARANTOR INANY ACTION BROUGHT ON THIS GUARANTY, AND TO CONFESS JUDGMENT AGAINST GUARANTORFOR ALL PRINCIPAL AND INTEREST AND ALL OTHER SUMS THEN DUE PURSUANT TO THETERMS OF THE NOTE, FIRST MODIFICATION AGREEMENT, LOAN AGREEMENT, AND SUCH OTHERLOAN DOCUMENTS, OR ANY OF THEM, AND FOR COSTS OF SUIT AND AN ATTORNEY’SCOMMISSION OF THE LESSER OF THE ACTUAL FEES INCURRED, OR TEN PERCENT (10%) OFTHE AMOUNT CONFESSED, TOGETHER WITH INTEREST ON ANY JUDGMENT OBTAINED BY LENDERAT THE RATE OF INTEREST SPECIFIED IN THE NOTE AFTER DEFAULT, INCLUDING INTERESTAT THAT RATE FROM AND AFTER THE DATE OF ANY SHERIFF’S SALE UNTIL ACTUAL PAYMENTIS MADE BY THE SHERIFF TO LENDER OF THE FULL AMOUNT DUE LENDER, AND FOR SODOING THIS SHALL BE A GOOD AND SUFFICIENT WARRANT.  GUARANTOR WAIVES AND RELINQUISHES ALL ERRORS,DEFECTS, AND IMPERFECTIONS IN THE ENTRY OF JUDGMENT AS AFORESAID, OR IN ANYPROCEEDING PURSUANT THERETO, AND ALL BENEFITS UNDER ANY LAW OR RULE OF COURTRELATING TO A STAY OF EXECUTION OR EXEMPTING ANY PROPERTY FROM LEVY OR SALEUNDER EXECUTION.  THE AUTHORITY HEREINGRANTED TO CONFESS JUDGMENT SHALL NOT BE EXHAUSTED BY ANY EXERCISE THEREOF BUTSHALL CONTINUE FROM TIME TO TIME AND AT ALL TIMES UNTIL ALL OBLIGATIONS OFBORROWER TO LENDER HAVE BEEN FULLY DISCHARGED.
|            | ** ** | **/s/ DHB**                            | ** ** | ** ** |
|------------|------------|----------------------------------------|------------|------------|
| ** ** |       | **(Initials of Officer of Guarantor)** |       |

 

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**WAIVER OF JURY TRIAL**

26.           GUARANTOR HEREBY KNOWINGLY,VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT GUARANTOR MAY HAVE TO A TRIAL BYJURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER OR INCONNECTION WITH, THIS GUARANTY, OR THE BORROWER=S OBLIGATIONS UNDER THE NOTE,THE FIRST MODIFICATION AGREEMENT, THE LOAN AGREEMENT, ANY OTHER DOCUMENT ORINSTRUMENT RELATING HERETO OR THERETO, ANY OTHER TRANSACTIONS CONTEMPLATEDHEREBY OR THEREBY OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS(WHETHER VERBAL OR WRITTEN) OR ACTIONS OF THE BORROWER OR THE GUARANTOR INCONNECTION HEREWITH OR THEREWITH.  THISPROVISION IS A MATERIAL INDUCEMENT FOR THE LENDER TO MAKE THE LOAN EVIDENCED BYTHE NOTE.
|            | ** ** | **/s/ DHB**                            | ** ** | ** ** |
|------------|------------|----------------------------------------|------------|------------|
| ** ** |       | **(Initials of Officer of Guarantor)** |

 

**INWITNESS WHEREOF**, Guarantor has executed and sealed thisGuaranty the day and year first above written.
| WITNESS:           | **GUARANTOR:**                                                       |   |   |   |
|--------------------|----------------------------------------------------------------------|--------|--------|--------|
|               | **EVANS & SUTHERLAND COMPUTER  CORPORATION**, a Utah Corporation |
|               |                                                                 |   |   |   |
|               |                                                                 |   |   |   |
| /s/ Calvin Eddings | BY: /s/ David H. Bateman                                             |
| Witness            |                                                                 |   |   |   |
|               |                                                                 |   |   |   |
| /s/ Calvin Eddings | ATTEST: /s/ Paul L. Dailey                                           |
| Witness            |                                                                 |   |   |   |
|                    |                                                                      |        |        |        |  |

 

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