**Exhibit10.30**

 

[PORTIONSOF THIS EXHIBIT HAVE BEEN REDACTED PURSUANT TO A REQUEST FOR CONFIDENTIALTREATMENT AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.]

 
|  WELLS FARGO | * * | *SECURITY AGREEMENT  SPECIFIC RIGHTS TO PAYMENT* |   |
|-------------------|----------|--------------------------------------------------|--------|

 

1.                                       GRANT OF SECURITY INTEREST. For valuableconsideration, the undersigned EVANS & SUTHERLAND COMPUTER CORPORATION, orany of them (“Debtor”), hereby grants and transfers to WELLS FARGO BANKNATIONAL ASSOCIATION (“Bank”) a security interest in the following accounts,deposit accounts, chattel paper (whether electronic or tangible), Instruments,promissory notes, documents, general intangibles, payment intangibles,software. letter of credit rights, health-careinsurance receivables and other rights to payment (collectively called “Collateral”):

 

**AccountNo. XXXXXX issued by or maintained with Bank, however evidenced, and allmonies, now or hereafter deposited therein and due or to become due and payablethereon, and all instruments, documents, claims and rights to payment withrespect thereto, and replacements, substitutions and renewals thereof,**

 

andall renewals thereof, including all securities, guaranties, warranties,indemnity agreements, insurance policies, supporting obligations and otheragreements pertaining to the same or the *property*described therein, together with whatever Isreceivable or received when any of the Collateral or proceeds thereof are sold,collected, exchanged or otherwise disposed of, whether such disposition isvoluntary or involuntary, including without limitation,- all rightsto payment, including returned premiums, with respect to any insurance relatingto *any*of the foregoing, and all rights to paymentwith respect to any claim or cause of action affecting or relating to any ofthe foregoing (hereinafter called “Proceeds”).

 

2.                                       OBLIGATIONS SECURED. The obligations secured *hereby*are the payment and performance of: (a) allpresent and future Indebtedness of Debtor to Bank; (b) all obligations ofDebtor and rights of Bank under this Agreement; and (c) all present and futureobligations of Debtor to Bank of other kinds. The word “Indebtedness” is usedherein in its most comprehensive sense and includes any and all advances,debts, obligations and liabilities of Debtor, or any of them, heretofore, nowor hereafter made, incurred or created, whether voluntary or involuntary andhowever arising, whether due or not due, absolute or contingent, liquidated orunliquidated, determined or undetermined, and whether Debtor may be liableindividually or jointly, or whether recovery upon such Indebtedness may be orhereafter becomes unenforceable.

 

3.                                       TERMINATION. This Agreement will terminateupon the performance of all obligations of Debtor to Bank, including withoutlimitation, the payment of all Indebtedness of Debtor to Bank, and thetermination of all commitments of Bank to extend credit to Debtor, existing atthe time Bank receives written notice from Debtor of the termination of thisAgreement.

 

4.                                       OBLIGATIONS OF BANK. Bank has no obligationto make any loans hereunder. Any money received by Bank in respect of theCollateral may be deposited, at Bank’s option, into a non-interest bearingaccount over which Debtor shall have no control, and the same shall, for allpurposes, be deemed Collateral hereunder.

 

5.                                       REPRESENTATIONS AND WARRANTIES. Debtorrepresents and warrants to Bank that: (a) Debtor’s legal name is exactly as setforth on the first page of this Agreement, and all of Debtor’s organizationaldocuments or agreements delivered to Bank are complete and accurate in everyrespect; (b) Debtor is the *owner*andhas possession or control of the Collateral and Proceeds; (c) Debtor has theexclusive right to grant a security interest in the Collateral and Proceeds;(d) all Collateral and Proceeds are genuine, free from liens, adverse claims,setoffs, default, prepayment, defenses and conditions precedent of any kind orcharacter, except the lien created hereby or as otherwise agreed to by Bank, orheretofore disclosed by Debtor to Bank, in writing; (e) all statementscontained herein and, where applicable, in the Collateral are true and completein all material respects; (f) no financing statement covering any of theCollateral or Proceeds, and naming any secured party other than Bank, is onfile in any public office; (g) all persons appearing to be obligated onCollateral and Proceeds have authority and capacity to contract and are boundas they appear to be; (h) all property subject to chattel paper has beenproperly registered and filed in compliance with law and to perfect theinterest of Debtor

 

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[XXXXX– REDACTED PURSUANT TO REQUEST FOR CONFIDENTIAL TREATMENT FILED WITH THESECURITIES AND EXCHANGE COMMISSION.]

 

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insuch property; and (i) all Collateral and Proceeds comply with all applicablelaws concerning form, content and manner of preparation and execution,Including where applicable Federal Reserve Regulation Z and any State consumercredit laws.

 

6.                                       COVENANTS OF DEBTOR.

 

6.1                                 Debtor Agrees in general: (a) to payIndebtedness secured hereby when due; (b) to indemnify Bank against all losses,claims, demands, liabilities and expenses of every kind caused by propertysubject hereto; (c) to pay all costs and expenses, including reasonableattorneys’ fees, incurred by Bank in the perfection and preservation of theCollateral or Bank’s interest therein and/or the realization, enforcement andexercise of Bank’s rights, powers and remedies hereunder, (d) to permit Bank toexercise its powers; (e) to execute and deliver such documents as Bank deemsnecessary to create, perfect and continue the security interests contemplatedhereby; (f) not to change its name, and as applicable, its chief executiveoffice, its principal residence or the jurisdiction in which it is organizedand/or registered without giving Bank prior written notice thereof; (g) not tochange the places where Debtor keeps any Collateral or Debtors recordsconcerning the Collateral and Proceeds without giving Bank prior written noticeof the address to which Debtor is moving same; and (h) to cooperate with Bankin perfecting all security interests granted herein and in obtaining suchagreements from third parties as Bank deems necessary, proper or convenient inconnection with the preservation, perfection or enforcement of any of Itsrights hereunder.

 

6.2                                 Debtor agrees with regard to the Collateraland Proceeds, unless Bank agrees otherwise in writing: (a) that Bank isauthorized to file financing statements in the name of Debtor to perfect Bank’ssecurity interest in Collateral and Proceeds; (b) where applicable, to insurethe Collateral with Bank named as loss payee, in form, substance and amounts,under agreements, against risks and liabilities, and with insurance companiessatisfactory to Bank; (c) not to permit any security interest in or lien on theCollateral or Proceeds, except in favor of Bank; (d) not to sell, hypothecateor otherwise dispose of, nor permit the transfer by operation of law of, any ofthe Collateral or Proceeds or any interest therein, nor withdraw any funds fromany deposit account pledged to Bank hereunder; (e) to keep, in accordance withgenerally accepted accounting principles, complete and accurate recordsregarding all Collateral and Proceeds, and to permit Bank to inspect the sameand make copies thereof at any reasonable time; (f) if requested by Bank, toreceive and use reasonable diligence to collect Proceeds, in trust and as theproperty of Bank, and to immediately endorse as appropriate and deliver suchProceeds to Bank daily in the *exa*ct**form in which they are received together witha collection report in form satisfactory to Bank; (g) not to commingleCollateral or Proceeds, or collections thereunder, with other property; (h) inthe event Bank elects to receive payments of Collateral or Proceeds hereunder,to pay all expenses incurred by Bank in connection therewith, includingexpenses of accounting, correspondence, collection efforts, reporting toaccount or contract debtors, filing, recording, record keeping and expensesincidental thereto; and (i) to provide any service and do any other acts whichmay be necessary to keep all Collateral and Proceeds free and clear of alldefenses, rights of offset and counterclaims.

 

7.                                       POWERS OF BANK. Debtor appoints Bank its trueattorney-in-fact to perform any of the following powers, which are coupled withan interest, are irrevocable until termination of this Agreement and may beexercised from time to time by Bank’s officers and employees, or any of them,whether or not Debtor is in default: (a) to perform any obligation of Debtorhereunder in Debtors name or otherwise; (b) to give notice to account debtorsor others of Bank’s rights in the Collateral and Proceeds, to enforce orforebear from enforcing the same and make extension or modification agreementswith respect thereto; (c) to release persons liable on Collateral or Proceedsand to give receipts and acquittances and compromise disputes in connectiontherewith; (d) to release or substitute security; (e) to resort to security inany order; (f) to *prepare,*execute,file, record or deliver notes, assignments, schedules, designation statements,financing statements, continuation statements, termination statements,statements of assignment, applications for registration or like papers toperfect, preserve or release Bank’s interest in the Collateral and Proceeds;(g) to receive, open and read mail addressed to Debtor, (h) to take cash,instruments for the payment of money and other property to which Bank isentitled; 0) to verify factsconcerning the Collateral and Proceeds by inquiry of obligors thereon, orotherwise, in its own name or a fictitious name; (j) to endorse, collect,deliver and receive payment under instruments for the payment of moneyconstituting or relating to Proceeds; (k) to prepare, adjust, execute, deliverand receive payment under insurance

 

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claims,and to collect and receive payment of and endorse any instrument in payment ofloss or returned premiums or any other insurance refund or return, and to applysuch amounts received by Bank, at Bank’s sole option, toward repayment of theIndebtedness; (I) to exercise all rights, powers and remedies which Debtorwould have, but for this Agreement, with respect to all Collateral and Proceedssubject hereto; (m) to make withdrawals from and to close deposit accounts orother accounts with any financial institution, wherever located, into whichProceeds may have been deposited, and to apply funds so withdrawn to payment ofthe Indebtedness; (n) to preserve or release the interest evidenced by chattelpaper to which Bank is entitled hereunder and to endorse and deliver anyevidence of title incidental thereto; and (o) to do all acts and things andexecute all documents in the name of Debtor or otherwise, deemed by Bank asnecessary, proper and convenient in connection with the preservation,perfection or enforcement of its rights hereunder.

 

8.                                       PAYMENT OF PREMIUMS, TAXES, CHARGES, LIENSAND ASSESSMENTS. Debtor agrees to pay, prior to delinquency, all insurancepremiums, taxes, charges, liens and assessments against the Collateral andProceeds, and upon the failure of Debtor to do so, Bank at its option may payany of them and shall be the sole judge of the legality or validity thereof andthe amount necessary to discharge the same. Any such payments made by Bankshall be obligations of Debtor to Bank, due and payable immediately upondemand, together with interest at a rate determined in accordance with theprovisions of this Agreement, and shall be secured by the Collateral andProceeds, subject to all terms and conditions of this Agreement.

 

9.                                       EVENTS OF DEFAULT. The occurrence of any ofthe following shall constitute an “Event of Default” under this Agreement (a)any default in the payment or performance of any obligation, or any definedevent of default, under (i) any contract or instrument evidencing anyIndebtedness, or (ii) any other agreement between Debtor and Bank, includingwithout limitation any loan agreement, relating to or executed in connectionwith any Indebtedness; (b) any representation or warranty made by Debtor hereinshall prove to be incorrect, false or misleading in any material respect whenmade; (c) Debtor shall fail to observe or perform any obligation or agreementcontained herein; (d) any impairment of the rights of Bank in any Collateral orProceeds or any attachment or like levy on any property of Debtor; and (e)Bank, in good faith, believes any or all of the Collateral and/or Proceeds tobe in danger of misuse, dissipation, commingling, loss, theft, damage ordestruction, or otherwise in jeopardy or unsatisfactory In character or value.

 

10.                                 REMEDIES. Upon the occurrence of any Event ofDefault, Bank shall have the right to declare immediately due and payable allor any Indebtedness secured hereby and to terminate any commitments to makeloans or otherwise extend credit to Debtor. Bank shall have all other rights,powers, privileges and remedies granted to a secured party upon default underthe Utah Uniform Commercial Code or otherwise provided by law; includingwithout limitation, the right (a) to contact all persons obligated to Debtor onany Collateral or Proceeds and to instruct such persons to deliver allCollateral and/or Proceeds directly to Bank, and (b) to sell, lease, license orotherwise dispose of any or all Collateral. All rights, powers, privileges andremedies of Bank shall be cumulative. No delay, failure or discontinuance ofBank in exercising any right, power, privilege or remedyhereunder shall effect or operate as a waiver of such right power, privilege orremedy; nor shall any single or partial exercise of any such right, power,privilege or remedy preclude, waive or otherwise affect any other or furtherexercise thereof or the exercise of any other right, power, privilege orremedy. Any waiver, permit, consent orapproval of any kind by Bank of any default hereunder, or any such waiver ofany provisions or conditions hereof, must be in writing and shall be effectiveonly to the extent set forth in writing. It is agreed that public or privatesales or other dispositions, for cash or on credit, to a wholesaler or retaileror investor, or user of property of the types subject to this Agreement, orpublic auctions, are all commercially reasonable since differences in theprices generally realized in the different kinds of dispositions are ordinarilyoffset by the differences in the costs and credit risks of such dispositions.

 

Whilean Event of Default exists: (a) Debtor will deliver to Bank from time to time,as requested by Bank, current lists of all Collateral and Proceeds; (b) Debtorwill not dispose of any Collateral or Proceeds except on terms approved byBank; (c) Bank may, at any time and at Bank’s sole option, liquidate any time depositspledged to Bank hereunder and apply the Proceeds thereof to payment of theIndebtedness, whether or not said time deposits have matured andnotwithstanding the fact that such liquidation may give rise to penalties forearly withdrawal of funds; and (d) at Bank’s request, Debtor will assemble anddeliver all Collateral and Proceeds, and

 

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books and records pertaining thereto, to Bank at areasonably convenient place designated by Bank. Debtor further agrees that Bankshall have no obligation to process or prepare any Collateral for sale or otherdisposition.

 

11.                                 DISPOSITION OF COLLATERAL AND PROCEEDS;TRANSFER OF INDEBTEDNESS. In disposing of Collateral hereunder, Bank maydisclaim all warranties of title, possession, quiet enjoyment and the like. Anyproceeds of any disposition of any Collateral or Proceeds, or any part thereof,may be applied by Bank to the payment of expenses incurred by Bank inconnection with the foregoing, including reasonable attorneys’ fees, and thebalance of such proceeds may be applied by Bank toward the payment of theIndebtedness in such order of application as Bank may from time to time elect.Upon the transfer of all or any part of the Indebtedness, Bank may transfer allor any part of the Collateral or Proceeds and shall be fully dischargedthereafter from all liability and responsibility with respect to any of theforegoing so transferred, and the transferee shall be vested with all rightsand powers of Bank hereunder with respect to any of the foregoing sotransferred; but with respect to any Collateral or Proceeds not so transferredBank shall retain all rights, powers, privileges and remedies herein given.

 

12.                                 STATUTE OF LIMITATIONS. Until allIndebtedness shall have been paid in full and all commitments by Bank to extendcredit to Debtor have been terminated, the power of sale or other dispositionand all other rights, powers, privileges and remedies granted to Bank hereundershall continue to exist and may be. exercised by Bankat any time and from time to time irrespective of the fact that theIndebtedness or any part thereof may have become barred by any statute oflimitations, or that the personal liability of Debtor may have ceased, unlesssuch liability shall have ceased due to the payment in full of all Indebtednesssecured hereunder.

 

13.                                 MISCELLANEOUS. When there is more than oneDebtor named herein: (a) the word “Debtor” shall mean all or any one or more ofthem as the context requires; (b) the obligations of each Debtor hereunder arejoint and several; and (c) until all Indebtedness shall have been paid in full,no Debtor shall *have*any right ofsubrogation or contribution, and each Debtor hereby waives any benefit of orright to participate in any of the Collateral or Proceeds or any other securitynow or hereafter held by Bank. Debtor hereby waives *any*right to require Bank to (I) proceed againstDebtor or any other person, (ii) proceed against or exhaust any security fromDebtor or any other person, (iii) perform any obligation of Debtor with respectto any Collateral or Proceeds, and (d) make any presentment or demand, or giveany notice of nonpayment or nonperformance, protest, notice of protest ornotice of dishonor hereunder or in connection with any Collateral or Proceeds.Debtor further waives any right to direct the application of payments orsecurity for any Indebtedness of Debtor or indebtedness of customers of Debtor.

 

14.                                 NOTICES. All notices, requests and demandsrequired under this Agreement must be in writing, addressed to Bank at theaddress specified in any other loan documents entered into between Debtor andBank and to Debtor at the address of its chief executive office (or principalresidence, if applicable) specified below or to such other address as any partymay designate by written notice to each other party, and shall be deemed tohave been given or made as follows: (a) if personally delivered, upon delivery;(b) if sent by mail, upon the earlier of the date of receipt or 3 days after depositin the U. S. mail, first class and postage prepaid; and (c) if sent bytelecopy, upon receipt.

 

15.                                 COSTS, EXPENSES AND ATTORNEYS’ FEES. Debtorshall *pay*to Bank immediately upon demand the fullamount of all payments, advances, charges, costs and expenses, includingreasonable attorneys’ fees (to include outside counsel fees and all allocatedcosts of Bank’s in-house counsel), expended or incurred by Bank In exercisingany right, power, privilege or remedy conferred by this Agreement or in theenforcement thereof, whether incurred at the trial or appellate level, in anarbitration proceeding or otherwise, and including any of the foregoingincurred in connection with any bankruptcy proceeding (including withoutlimitation, any adversary proceeding, contested matter or motion brought byBank or any other person) relating to Debtor or in any way affecting any of theCollateral or Bank’s ability to exercise any of its rights or remedies withrespect thereto. All of the foregoing shall be paid by Debtor with interestfrom the date of demand until paid in full at a rate per annum equal to the greater of ten percent (10%) or Bank’s Prime Rate in effectfrom time to time.

 

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16.                                 SUCCESSORS; ASSIGNS; AMENDMENT. ThisAgreement shall be binding upon and inure to the benefit of the heirs,executors, administrators, legal representatives, successors and assigns of theparties, and may**be emended or modified only in writing signedby Bank and Debtor.

 

17.                                 OBLIGATIONS OF MARRIED PERSONS. Any marriedperson who signs this Agreement as Debtor hereby expressly agrees that recoursemay be had against his or her separate property for all his or her Indebtednessto Bank secured by the Collateral and Proceeds under this Agreement.

 

18.                                 SEVERABILITY OF PROVISIONS. If any provisionof this Agreement shall be held to be prohibited by or Invalidunder applicable law, such provision shall be ineffective only to the extent ofsuch prohibition or invalidity, without invalidating the remainder of suchprovision or any remaining provisions of this Agreement.

 

19.                                 GOVERNING LAW. This Agreement shall begoverned by and construed in accordance with the laws of the State of Utah.

 

Debtor warrants that Debtor is an organization registered under thelaws of the State of Utah.

 

Debtor warrants that its chief executive office (or principalresidence, if applicable) is located at the following address: 600 Komas DriveP.O. Box 58700, Salt Lake City, UT 84108

 

INWITNESS WHEREOF, this Agreement has been duly executed as of December 1,2004.

 

**EVANS& SUTHERLAND COMPUTER CORPORATION**

 
| By:    | /s/  Kevin A. Paprzycki |   |
|--------|-------------------------|--------|
|   | Kevin  A. Paprzycki     |
|   | CFO/Secretary           |
|        |                         |        |  |

 

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