**EXHIBIT10.13**

**EMPLOYMENT AGREEMENT**

THIS EMPLOYMENT AGREEMENT (the “Agreement”) ismade and entered into as of the 26th day of August, 2002, by and between EVANS& SUTHERLAND COMPUTER CORPORATION, a Utah corporation (the “Company”)and David H. Bateman (the “Executive”).

W I T N E S S E T H:

WHEREAS, the Executive has been providing services tothe Company in an executive capacity and desires to continue to provide suchservices;

WHEREAS, the Company desires to have the benefit ofthe Executive’s efforts and services;

WHEREAS, the Company and Executive desire to terminateall prior employment agreements with the Company, if any; and

WHEREAS, the Company has determined that it isappropriate and in the best interests of the Company to provide to theExecutive protection in the event of certain terminations of the Executive’semployment relationship with the Company in accordance with the terms andconditions contained herein and the Executive desires to have such protection.

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

1.**            **DEFINITIONS.

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

(a)           “Accrued Benefits”shall mean the amount equal to the sum of the following to the extent notpreviously paid:

(i)            All salary earned oraccrued through the Termination Date;

(ii)           Reimbursement pursuantto Section 6(d) for any and all monies advanced in connection with theExecutive’s employment for reasonable and necessary expenses incurred by theExecutive through the Termination Date;

(iii)          Any and all other cashbenefits of deferred compensation plans previously earned through the TerminationDate unless deferred at the election of

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the Executive for paymentat another time or the applicable deferred compensation plan provides forpayment at another time;

(iv)          The full amount of anybonus earned in a prior period and payable to the Executive in accordance withSection 6(b) herein, subject to the limitations in Section 10 and Section 12;and

(v)           Allother payments and benefits to which the Executive may be entitled under theterms of any benefit plan of the Company, which as of the Termination Date, isapplicable to all regular full-time employees of the Company generally.

(b)           “Act” shall meanthe Securities Exchange Act of 1934;

(c)           “Affiliate”shall have the same meaning as given to that term in Rule 12b-2 of Regulation12B 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 andthe regulations adopted thereunder;

(e)           “Beneficial Owner”shall have the same meaning as given to that term in Rule 13d-3 of the Act,provided that any pledgee of Company voting securities shall not be deemed tobe the Beneficial Owner thereof prior to its disposition of, or acquisition ofvoting rights with respect to, such securities;

(f)            “Board” shallmean the Board of Directors of the Company;

(g)           “Cause” shallmean any of the following:

(i)            The engaging by theExecutive in fraudulent conduct, as evidenced by a determination in a bindingand final judgment, order or decree of a court or administrative agency ofcompetent jurisdiction, in effect after exhaustion or lapse of all rights ofappeal, in an action, suit or proceeding, whether civil, criminal,administrative or investigative, which the Chief Executive Officer of theCompany determines, in his sole discretion, has a significant adverse impact onthe Company or on the performance of the Executive’s duties to the Company;

(ii)           Conviction of a felony,as evidenced by a binding and final judgment, order or decree of a court ofcompetent jurisdiction, in effect after exhaustion or lapse of all rights ofappeal, which the Chief Executive Officer of the Company determines, in hissole discretion, has a significant adverse impact on the Company or on theperformance of the Executive’s duties to the Company;

(iii)          Neglect or refusal bythe Executive to perform the Executive’s duties or responsibilities; or

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(iv)          A significant violationby the Executive of the Company’s established policies and procedures;

Notwithstanding the foregoing, Cause shall not existunder Sections 1(g)(iii) and (iv) herein unless the Company furnishes writtennotice to the Executive of the specific offending conduct and the Executivefails to correct such offending conduct within the thirty (30) day periodcommencing on the receipt of such notice.

(h)           “Change of Control”shall mean a change in ownership or managerial control of the stock, assets orbusiness of the Company resulting from one or more of the followingcircumstances:

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

(ii)           A change in ownershipof the Company through a transaction or series of transactions, such that anyPerson or Persons (other than any current officer of the Company or member ofthe Board) become(s), in the aggregate, the Beneficial Owner(s), directly orindirectly, of securities of the Company representing thirty percent (30%) ormore of the Company’s then outstanding securities;

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

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

(v)           During any period oftwo (2) consecutive years, individuals who, at the beginning of such period,constituted the Board of Directors of the Company cease, for any reason, toconstitute at least a majority thereof, unless the election or nomination forelection 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 beginningof the period;

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

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

A “Change of Control” shall be deemed to occur on theactual date on which any of the foregoing circumstances shall occur; provided,however, that in connection with a “Change of Control” specified in Section1(h)(vii), a “Change of Control” shall be deemed to occur on the date of thefiling of the relevant proceeding under Chapter 11 of the Federal BankruptcyCode (or any successor or other statute of similar import).  Notwithstanding the foregoing, a “Change ofControl” shall not include any transaction that constitutes a “Rule 13e-3transaction” under Rule 13e-3 of the Act or an “issuer tender offer” under Rule13e-4 of the Act.

(i)            “Change of ControlPeriod” shall mean the period commencing 180 days immediately prior to thedate a Change of Control is deemed to occur pursuant to Section 1(h), herein,and ending on the second anniversary of such date;

(j)            “Code” shallmean 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 toperform on a full-time basis the customary duties of the Executive under thisAgreement;

(l)            “Federal ShortTerm-Rate” shall mean the rate defined in Section 1274(d)(1)(C)(i) of theCode;

(m)          “Good Reason”shall mean any of the following:

(i)            The requiredrelocation of the Executive, without the Executive’s consent, to an employmentlocation which is more than seventy-five (75) miles from the Executive’semployment location on the day preceding the date of this Agreement; or

(ii)           Breach or violation ofany material provision of this Agreement by the Company, which is not remediedwithin five business days following notice to the Company by the Executive.

(n)           “Good Reason Duringa Change of Control” shall mean any of the following events occurringduring a Change of Control Period:

(i)            The requiredrelocation of the Executive, without the Executive’s consent, to an employmentlocation which is more than seventy-five (75) miles from the Executive’semployment location on the day preceding the date of this Agreement;

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(ii)           The removal of theExecutive from or any failure to reelect the Executive to any of the positionsheld by the Executive during the 180-day period immediately preceding theChange of Control Period, except in the event that such removal or failure toreelect relates to the termination by the Company of the Executive’s employmentfor Cause or by reason of death, Disability or voluntary retirement;

(iii)          A significant adversechange, without the Executive’s written consent, in the nature or scope of theExecutive’s authority, powers, functions, duties or responsibilities thatexisted during the 180-day period immediately preceding the Change of ControlPeriod, or a material reduction in the level of support services, staff,secretarial and other assistance, office space and accoutrements available to alevel below that which was provided to the Executive during the 180-day periodimmediately preceding the Change of Control Period, and that which is necessaryto perform any duties assigned to the Executive during the 180-day periodimmediately preceding the Change of Control Period; or

(iv)          Breach or violation ofany material provision of this Agreement by the Company, which is not remediedwithin five business days following notice to the Company by the Executive;

(o)           “GrossIncome” shall mean the Executive’s current calendar year targetedcompensation under Sections 6(a)-(b) of this Agreement;

(p)           “Notice ofTermination” shall mean the notice described in Section 14 herein;

(q)           “Person” shallmean any individual, partnership, joint venture, association, trust,corporation or other entity, other than an employee benefit plan of the Companyor an entity organized, appointed or established pursuant to the terms of anysuch benefit plan;

(r)            “Termination Date”shall mean, except as otherwise provided in Section 14 herein,

(i)            The Executive’s dateof death;

(ii)           Thirty (30) days afterthe delivery of the Notice of Termination terminating the Executive’semployment on account of Disability pursuant to Section 9 herein, unless theExecutive returns on a full-time basis to the performance of his or her dutiesprior to the expiration of such period;

(iii)          Thirty (30) days afterthe delivery of the Notice of Termination if the Executive’s employment isterminated by the Executive voluntarily;

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(iv)          Thirty (30) days afterthe delivery of the Notice of Termination if the Executive’s employment isterminated by the Company for any reason other than death or Disability; or

(v)           The date the Executiveis terminated for Cause.

(s)           “Termination Payment”shall mean the payment described in Section 13 herein;

(t)            “Total Payments”shall mean the sum of the Termination Payment and any other “payments in thenature of compensation” (as defined in Section 280G of the Code and theregulations adopted thereunder) to or for the benefit of the Executive, thereceipt of which is contingent on a Change of Control and to which Section 280Gof the Code applies.

2.**            **EMPLOYMENT.

The Company hereby agrees to employ the Executive andthe Executive hereby agrees to serve the Company, on the terms and conditionsset forth herein.

3.**            **TERM.

The employment of the Executive by the Companypursuant to the provisions of this Agreement shall commence on the date hereofand end on that date employment of the Executive is terminated pursuant to theterms and conditions of either Section 8, 9, 10, 11 or 12, herein.

4.**            **POSITIONSAND DUTIES.

The Executive shall serve as Vice President, BusinessOperations of the Company and in such additional capacities as set forth inSection 7 herein.  In connection with theforegoing positions, the Executive shall have such duties, responsibilities andauthority as may from time to time be assigned to the Executive by the ChiefExecutive Officer.  The Executive shalldevote substantially all the Executive’s working time and efforts to thebusiness and affairs of the Company.  TheChief Executive Officer, in his or her sole discretion, may alter, modify, orchange the Executive’s duties, offices, positions, responsibilities andobligations set forth in this Agreement at any time, consistent with the statusof a senior executive of the Company.

5.**            **PLACEOF PERFORMANCE.

In connection with the Executive’s employment by theCompany, the Executive shall be based at the principal executive offices of theCompany in Salt Lake City, Utah except for required travel on Company business.

6.**            **COMPENSATIONAND RELATED MATTERS.

(a)           Salary.  The Company shall pay to the Executive anannualized base salary at a rate of $150,045.00 in equal installments as nearlyas practicable on the Company’s regular payroll dates, in arrears.  Such annualized base salary may be

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increased from time totime in accordance with normal business practices of the Company.  The annualized base salary of the Executiveshall not be decreased below its then existing amount during the term of thisAgreement;

(b)           MIP and MIP-Q.  Subject to the Company’s right to terminateor amend, at any time with or without notice to the Executive, the Evans &Sutherland Management Incentive Plan (MIP) and the Evans & SutherlandQuarterly Management Incentive Plan (MIP-Q), the Executive shall be entitled toparticipate in the Evans & Sutherland MIP and MIP-Q as agreed in writing ina MIP and a MIP-Q document;

(c)           ExecutiveSavings Plan.  Subject to the Company’sright to terminate or amend, at any time with or without notice to theExecutive, the Company’s Executive Savings Plan, the Executive shall beentitled to participate in the Executive Savings Plan according to the termsand conditions of the Executive Savings Plan.

(d)           Expenses.  The Executive shall be entitled to receiveprompt reimbursement for all reasonable expenses incurred by the Executive inperforming services hereunder, including all expenses for travel and livingexpenses while away from home on business or at the request of and in theservice of the Company, provided that such expenses are incurred and accountedfor in accordance with the policies and procedures established by the Companyat the time incurred;

(e)           Other Benefits.  The Company shall provide the Executive withall other benefits normally provided to an employee of the Company similarlysituated to the Executive, including being added as a named officer on theCompany’s existing directors’ and officers’ liability insurance policy;

(f)            Vacations.  The Executive shall be entitled to the numberof vacation days in each calendar year, and to compensation in respect ofearned but unused vacation days, determined in accordance with the Company’svacation plan as in effect from time to time. The Executive shall also be entitled to all paid holidays given by theCompany to its executives; and

(g)           Services Furnished.  The Company shall furnish the Executive withoffice space, and such other facilities and services as shall be suitable tothe Executive’s position and adequate for the performance of the Executive’sduties as set forth in Section 4 hereof.

7.**            **OFFICES.

The Executive agrees to serve without additionalcompensation, if elected or appointed thereto, in one or more executive officesof the Company, or any affiliate or subsidiary of the Company, or as a memberof the board of directors of any subsidiary or affiliate of the Company;provided, however, that the Executive is indemnified for serving in any and allsuch capacities on a basis no less favorable than is currently provided in theCompany’s bylaws, or otherwise.

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8.             TERMINATION AS A RESULT OF DEATH.

If the Executive shall die during the term of thisAgreement, the Executive’s employment shall terminate on the Executive’s dateof death and the Executive’s surviving spouse, or the Executive’s estate if theExecutive dies without a surviving spouse, shall be entitled to the Executive’sAccrued Benefits as of the Termination Date and the applicable TerminationPayment.

9.**            **TERMINATIONFOR DISABILITY.

If, as a result of the Executive’s Disability, theExecutive shall have been unable to perform the Executive’s duties hereunder ona full-time basis for four (4) consecutive months and within thirty (30) daysafter the Company provides the Executive with a Termination Notice, theExecutive shall not have returned to the performance of the Executive’s dutieson a full-time basis, the Company may terminate the Executive’s employment,subject to Section 14 herein.  During theterm of the Executive’s Disability prior to termination, the Executive shallcontinue to receive all salary and other benefits payable under Section 6herein, including participation in all employee benefit plans, programs andarrangements in which the Executive was entitled to participate immediatelyprior to the Disability; provided, however, that the Executive’s continuedparticipation is permitted under the terms and provisions of such plans,programs and arrangements.  In the eventthat the Executive’s participation in any such plan, program or arrangement isbarred as the result of such Disability, the Executive shall be entitled toreceive an amount equal to the contributions, payments, credits or allocationswhich would have been paid by the Company to the Executive, to the Executive’saccount or on the Executive’s behalf under such plans, programs andarrangements.  In the event the Executive’semployment is terminated on account of the Executive’s Disability in accordancewith this Section 9, the Executive shall receive the Executive’s AccruedBenefits as of the Termination Date and shall remain eligible for all benefitsprovided by any long-term disability programs of the Company in effect atthe time of such termination.  TheExecutive shall also be entitled to the Termination Payment described inSection 13(a).

10.**          **TERMINATIONFOR CAUSE.

If the Executive’s employment with the Company isterminated by the Company for Cause, subject to the procedures set forth inSection 14 herein, the Executive shall be entitled to receive the Executive’sAccrued Benefits as of the Termination Date, however, the Executive’s AccruedBenefits will not include any amount for bonus under Section 1(a)(iv).  The Executive shall not be entitled toreceipt of any Termination Payment.

11.**          **OTHERTERMINATION BY COMPANY.

If the Executive’s employment with the Company isterminated by the Company other than by reason of death, Disability or Cause,subject to the procedures set forth in Section 14 herein, the Executive (or inthe event of the Executive’s death following the Termination Date, theExecutive’s surviving spouse or the Executive’s estate if the Executive dieswithout a surviving spouse) shall receive the Executive’s Accrued Benefits andthe applicable Termination Payment.  TheExecutive shall not, in connection with any consideration receivable in

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accordance with thisSection 11, be required to mitigate the amount of such consideration bysecuring other employment or otherwise and such consideration shall not bereduced by reason of the Executive securing other employment or for any otherreason.

12.**          **VOLUNTARYTERMINATION BY EXECUTIVE.

From and after the date of this Agreement, providedthat the Executive furnishes thirty (30) days prior written notice to theCompany, the Executive shall have the right to voluntarily terminate thisAgreement at any time.  If the Executive’svoluntary termination is without Good Reason or without Good Reason During aChange of Control, the Executive shall receive the Executive’s Accrued Benefitsas of the Termination Date and shall not be entitled to any TerminationPayment, however, the Executive’s Accrued Benefits will not include any amountfor bonus under Section 1(a)(iv).  If theExecutive’s voluntary termination is for Good Reason or Good Reason During aChange of Control, the Executive (or in the event of the Executive’s deathfollowing the Termination Date, the Executive’s surviving spouse or theExecutive’s estate if the Executive dies without a surviving spouse) shallreceive the Executive’s Accrued Benefits and the applicable TerminationPayment.  The Executive shall not, inconnection with any consideration receivable in accordance with this Section12, be required to mitigate the amount of such consideration by securing otheremployment or otherwise and such consideration shall not be reduced by reasonof the Executive securing other employment or for any other reason.

13.**          **TERMINATIONPAYMENT.

(a)           If the Executive’semployment is terminated as a result of death or Disability, the Executiveshall receive a Termination Payment equal to one (1.0) times the Executive’sGross Income.  The Company will also paythe full medical, dental and vision premiums for continuation coverage underCOBRA for the Executive and dependents who qualify for continuation coverageunder COBRA for one year following Termination Date.

(b)           If, prior to a Changeof Control Period, the Executive’s employment is terminated by the Executivefor Good Reason or by the Company for any reason other than death, Disabilityor Cause, the Termination Payment payable to the Executive by the Company or anaffiliate of the Company shall be equal to one (1.0) times the Executive’sGross Income.  The Company will pay thefull medical, dental and vision premiums for continuation coverage under COBRAfor the Executive and dependents who qualify for continuation coverage underCOBRA for one year following the Termination Date.

(c)           If, during a Change ofControl Period, the Executive’s employment is terminated by the Executive forGood Reason During a Change of Control or by the Company for any reason otherthan death, Disability, or Cause, the Termination Payment payable to theExecutive by the Company or an affiliate of the Company shall be one (1.0)times the Executive’s Gross Income.  TheCompany will pay the full medical, dental and vision premiums for continuationcoverage under COBRA for the Executive and dependents who qualify forcontinuation coverage under COBRA for one (1) year following the TerminationDate.

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(d)           It is the intention ofthe Company and the Executive that the benefits under this Agreement shall becapped such that no portion of the Termination Payment and any other “paymentsin the nature of compensation” (as defined in Section 280G of the Code and theregulations adopted thereunder) to or for the benefit of the Executive underthis Agreement, or under any other agreement, plan or arrangement, shall bedeemed to be an “excess parachute payment” as defined in Section 280G of theCode.  It is agreed that the presentvalue of the Total Payments shall not exceed an amount equal to two andninety-nine hundredths (2.99) times the Executive’s Base Period Income, whichis the maximum amount which the Executive may receive without becoming subjectto the tax imposed by Section 4999 of the Code or which the Company may paywithout loss of deduction under Section 280G(a) of the Code.  Present value for purposes of this Agreementshall be calculated in accordance with the regulations issued under Section280G of the Code.  Within sixty (60) daysfollowing delivery of the Notice of Termination or notice by the Company to theExecutive of its belief that there is a payment or benefit due the Executivewhich will result in an excess parachute payment as defined in Section 280G ofthe Code, the Executive and the Company shall, at the Company’s expense, obtainsuch opinions as more fully described hereafter, which need not be unqualified,of legal counsel and certified public accountants or a firm of recognizedexecutive compensation consultants.  TheExecutive shall select said legal counsel, certified public accountants andexecutive compensation consultants; provided, however, that if the Company doesnot accept one (1) or more of the parties selected by the Executive, theCompany shall provide the Executive with the names of such legal counsel,certified public accountants and/or executive compensation consultants as theCompany may select; provided, further, however, that if the Executive does notaccept the party or parties selected by the Company, the legal counsel,certified public accountants and/or executive compensation consultants selectedby the Executive and the Company, respectively, shall select the legal counsel,certified public accountants and/or executive compensation consultants, whicheveris applicable, who shall provide the opinions required by this Section13(d).  The opinions required hereundershall 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 anyexcess parachute payments.  In the eventthat such opinions determine that there would be an excess parachute payment,the Termination Payment or any other payment determined by such counsel to beincludable in Total Payments shall be reduced or eliminated as specified by theExecutive in writing delivered to the Company within thirty (30) days of his orher receipt of such opinions or, if the Executive fails to so notify theCompany, then as the Company shall reasonably determine, so that under thebases of calculation set forth in such opinions there will be no excessparachute payment.  The provisions ofthis Section 13(d), including the calculations, notices and opinions providedfor herein shall be based upon the conclusive presumption that the compensationand other benefits, including but not limited to the Gross Income, earned on orafter the date of a Change of Control by the Executive pursuant to the Company’scompensation programs if such payments would have been made in the future inany event, even though the timing of such payment is triggered by the Change ofControl, are reasonable compensation for services rendered prior to the Changeof Control; provided, however, that in the event legal counsel so requests inconnection with the opinion required by this Section 13(d), a firm ofrecognized

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executive compensationconsultants, selected by the Executive and the Company pursuant to theprocedures set forth above, shall provide an opinion, upon which such legalcounsel may rely, as to the reasonableness of any item of compensation asreasonable compensation for services rendered prior to the Change of Control bythe Executive.  In the event that theprovisions of Sections 280G and 4999 of the Code are repealed withoutsuccession, this Section 13(d) shall be of no further force or effect.

(e)           The Termination Paymentshall be payable as follows:

(i)            In the event theExecutive’s Termination Date is during a Change of Control Period, anyTermination Payment shall be paid to the Executive in a lump sum not later thanten (10) days following the Executive’s Termination Date.  Such lump sum payment shall not be reduced byany present value, interest rate, or similar factor.  Further, the Executive shall not be requiredto mitigate the amount of such payment by securing other employment orotherwise and such payment shall not be reduced by reason of the Executivesecuring other employment or for any other reason.

(ii)           In the event theExecutive’s Termination Date is prior to or after a Change of Control Period,any Termination Payment shall be paid to the Executive in equal installments onthe Company’s twenty-six (26) regular bi-weekly paydays over the twelve-monthperiod following the Termination Date. Such payments shall not be reduced or increased by any present value,interest rate, or similar factor. Further, the Executive shall not be required to mitigate the amount ofsuch payment by securing other employment or otherwise and such payment shall notbe reduced by reason of the Executive securing other employment or for anyother reason.

(f)            Notwithstandinganything to the contrary herein, in no event will a termination of Executive’semployment with the Company be deemed to trigger a right to receive aTermination Payment if the termination is effected by the mutual agreement ofthe Company and Executive to accommodate a reassignment of Executive to anentity created or acquired by the Company, or to which the Company hascontributed rights to technology, assets or business plans, if at the time ofsuch termination the Company owns or is acquiring a minimum of a 19% equityinterest in such entity.  In the event ofany such termination, the Executive shall only be entitled to receive theExecutive’s Accrued Benefits as of the Termination Date.

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14.**          **TERMINATIONNOTICE AND PROCEDURE.

Any termination by the Company or the Executive of theExecutive’s employment during the employment period shall be communicated bywritten Notice of Termination (“Notice of Termination”) to the Executive, ifsuch Notice of Termination is delivered by the Company, and to the Company, ifsuch Notice of Termination is delivered by the Executive, all in accordancewith the following procedures:

(a)           The Notice ofTermination shall indicate the specific termination provision in this Agreementrelied upon and shall set forth in reasonable detail the facts andcircumstances alleged to provide a basis for termination;

(b)           Any Notice ofTermination by the Company shall be approved by a resolution duly adopted by amajority of the Board, or a majority of the Board may delegate such authorityto approve any Notice of Termination to the Chief Executive Officer of theCompany;

(c)           If the Executive shallin good faith furnish a Notice of Termination for Good Reason or for Good ReasonDuring a Change of Control and the Company notifies the Executive that adispute exists concerning the existence of Good Reason or Good Reason During aChange of Control, within the fifteen (15) day period following the Company’sreceipt of such notice, the Executive shall continue the Executive’s employmentduring such dispute.  If it is thereafterdetermined that (i) Good Reason or Good Reason During a Change of Control didexist, the Executive’s Termination Date shall be the earlier of (A) the date onwhich the dispute is finally determined, either by mutual written agreement ofthe parties or pursuant to Section 16, (B) the date of the Executive’s death or(C) one day prior to the second (2nd) anniversary of a Change of Control, ifany, and the Executive’s Termination Payment, if applicable, shall reflectevents occurring after the Executive delivered the Executive’s Notice ofTermination; or (ii) Good Reason or Good Reason During a Change of Controldid not exist, the employment of the Executive shall continue after suchdetermination as if the Executive had not delivered the Notice of Terminationasserting Good Reason or Good Reason During a Change of Control; and

(d)           If the Executive givesNotice of Termination of his or her employment for Good Reason or Good ReasonDuring a Change of Control and a dispute arises as to the existence of GoodReason or Good Reason During a Change of Control, and the Executive does notcontinue his employment during such dispute, and it is finally determined thatthe reason for termination set forth in such Notice of Termination did notexist, if such notice was delivered by the Executive, the Executive shall bedeemed to have voluntarily terminated the Executive’s employment other than forGood Reason or Good Reason During a Change of Control.

15.**          **NON-COMPETE.

The Executive hereby agrees that during the term ofthis Agreement and for the period of one year****fromthe termination hereof, that the Executive will not:

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(a)           Within any jurisdictionor marketing area in the United States in which the Company or any subsidiarythereof is doing business, own, manage, operate or control any business of thetype and character engaged in and competitive with the Company or anysubsidiary thereof.  For purposes of thisSection 15, ownership of securities of not in excess of five percent (5%) ofany class of securities of a public company shall not be considered to becompetition with the Company or any subsidiary thereof; or

(b)           Within any jurisdictionor marketing area in the United States in which the Company or any subsidiarythereof is doing business, act as, or become employed as, an officer, director,employee, consultant or agent of any business of the type and character engagedin and competitive with the Company or any of its subsidiaries; or

(c)           Solicit any similarbusiness to that of the Company’s for, or sell any products that are incompetition with the Company’s products to, any company in the United States,which is, as of the date hereof or through the Termination Date, a customer orclient of the Company or any of its subsidiaries, or was such a customer orclient thereof within two years prior to the Termination Date; or

(d)           Solicit the employmentof (i) any employee of the Company or its subsidiaries that is an employee atanytime during this term of this Agreement or during the one year periodfollowing the termination of this Agreement, or (ii) any former employee of theCompany or its subsidiaries who was employed by the Company or its subsidiariesduring the one (1) year period preceding the Termination Date.

For purposes of this Section 15, any business in the3D visualization simulation market shall be deemed to be competitive with theCompany.

16.**          **REMEDIESAND JURISDICTION.

(a)           The Executive herebyacknowledges and agrees that a breach of the agreements contained in thisAgreement will cause irreparable harm and damage to the Company, that theremedy at law for the breach or threatened breach of the agreements set forthin this Agreement will be inadequate, and that, in addition to all otherremedies available to the Company for such breach or threatened breach(including, without limitation, the right to recover damages), the Companyshall be entitled to injunctive relief for any breach or threatened breach ofthe agreements contained in this Agreement. To enforce the provisions of this Section 16(a), the Company may seekrelief from any court with proper jurisdiction and the provisions of Section16(b)-(d) shall not be applicable for purposes of this Section 16(a).

(b)           All claims, disputesand other matters in question between the parties arising under this Agreement,shall, unless otherwise provided herein, be decided by binding arbitrationbefore a single independent arbitrator selected pursuant to Section 16(d).  TO THE EXTENT ALLOWABLE UNDER APPLICABLE LAW,ALL DISPUTES INVOLVING ALLEGED UNLAWFUL EMPLOYMENT DISCRIMINATION, BREACH OFCONTRACT OR POLICY, OR EMPLOYMENT TORT COMMITTED BY THE COMPANY OR AREPRESENTATIVE OF THE

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COMPANY, INCLUDING CLAIMSOF VIOLATIONS OF FEDERAL OR STATE DISCRIMINATION STATUTES OR PUBLIC POLICY,SHALL BE RESOLVED PURSUANT TO THIS POLICY AND THERE SHALL BE NO RECOURSE TOCOURT, WITH OR WITHOUT A JURY TRIAL.  Thearbitration hearing shall occur at a time and place convenient to the partiesin Salt Lake County, Utah, within thirty (30) days of selection or appointmentof the arbitrator.  If the Company hasadopted a policy that is applicable to arbitration with employees, thearbitration shall be conducted in accordance with said policy to the extentthat the policy is consistent with this Agreement and the Federal ArbitrationAct, 9 U.S.C. §§ 1-16.  If no suchpolicy has been adopted, the arbitration shall be governed by the NationalRules for the Resolution of Employment Disputes of AAA in effect on the date ofthe first notice of demand for arbitration. The arbitrator shall issue written findings of fact and conclusions oflaw, and an award, within fifteen (15) days of the date of the hearing unlessthe parties otherwise agree.

(c)           In cases of breach ofcontract or policy, damages shall be limited to contract damages.  In cases of discrimination claims prohibitedby statute, the arbitrator may direct payment consistent with the applicablestatute.  Issues of procedure,arbitrability, or confirmation of award shall be governed by the FederalArbitration Act, 9 U.S.C. §§ 1-16, except that court review of thearbitrator’s award shall be that of an appellate court reviewing a decision ofa trial judge sitting without a jury.

(d)           The parties shallselect the arbitrator from a panel list made available by the AAA.  If the parties are unable to agree to anarbitrator within ten (10) days of receipt of a demand for arbitration, thearbitrator will be chosen by alternatively striking from a list of five (5)arbitrators obtained by the Company from AAA. The Executive shall have the first strike.

17.**          **ATTORNEYS’ FEES.

In the event that either party hereunder institutesany legal proceedings in connection with its rights or obligations under thisAgreement, each party in such proceeding shall be responsible for all of itsown costs incurred in connection with such proceeding, including attorneys’fees and any other fees, expenses, or costs.

18.**          **SUCCESSORS.

This Agreement and all rights of the Executive shallinure to the benefit of and be enforceable by the Executive’s personal or legalrepresentatives, estates, executors, administrators, heirs andbeneficiaries.  In the event of theExecutive’s death, all amounts payable to the Executive under this Agreementshall be paid to the Executive’s surviving spouse, or the Executive’s estate ifthe Executive dies without a surviving spouse. This Agreement shall inure to the benefit of, be binding upon and beenforceable by, any successor, surviving or resulting corporation or otherentity to which all or substantially all of the business and assets of theCompany shall be transferred whether by merger, consolidation, transfer orsale.

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19.**          **ENFORCEMENT.

The provisions of this Agreement shall be regarded asdivisible, and if any of said provisions or any part hereof are declaredinvalid or unenforceable by a court of competent jurisdiction, the validity andenforceability of the remainder of such provisions or parts hereof and theapplicability thereof shall not be affected thereby.

20.**          **AMENDMENTOR TERMINATION.

This Agreement may not be amended or terminated duringits term, except by written instrument executed by the Company and theExecutive.

21.**          **SURVIVABILITY.

The provisions of Sections 15, 16, 17, 18 and 19 shallsurvive termination of this Agreement.

22.**          **ENTIREAGREEMENT.

Except for the Confidentiality, ProprietaryInformation, and Inventions Agreement between the Executive and the Company,this Agreement sets forth the entire agreement between the Executive and theCompany with respect to the subject matter hereof, and supersedes all priororal or written agreements, negotiations, commitments and understandings withrespect thereto.** **PriorEmployment Agreements between the Executive and the Company are hereby terminatedin their entirety and superceded by this Agreement.

23.**          **VENUE;GOVERNING LAW.

This Agreement and the Executive’s and Company’srespective rights and obligations hereunder shall be governed by and construedin accordance with the laws of the State of Utah without giving effect to theprovisions, principles, or policies thereof relating to choice or conflicts oflaws.

24.**          **NOTICE.

All notices, requests, instructions or other documents to be givenunder this Agreement shall be in writing and shall be deemed given (i) threebusiness days following sending by registered or certified mail, postageprepaid, (ii) when sent if sent by facsimile; provided, however, that thefacsimile is promptly confirmed by telephone confirmation thereof, (iii) whendelivered, if delivered personally to the intended recipient, and (iv) onebusiness day following sending by overnight delivery via a national courierservice, and in each case, addressed to a party at the following address forsuch party:

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|   | Company:   | Evans & Sutherland Computer Corporation                                                                                  |
|--------|------------|------------------------------------------------------------------------------------------------------------------------------|
|   |       | 600 Komas Drive                                                                                                              |
|   |       | Salt Lake City,  Utah 84108                                                                                                  |
|   |       | Attn:  Vice President of Human Resources                                                                                |
|   |       | Fax:  (801) 588-4517                                                                                                    |
|   |       | Tel:  (801) 588-1609                                                                                                    |
|   |       |                                                                                                                         |
|   |       |                                                                                                                         |
|   | Executive: | David H. Bateman                                                                                                             |
|   |       | 3404 W. Cedar  Drive                                                                                                         |
|   |       | Park City, Utah  84098                                                                                                       |
|   |       |                                                                                                                         |
|   |       | Fax:  (      )        -       |
|   |       | Tel:  (435) 615-7324                                                                                                    |

 

or to such other address as the Company shall havegiven to the Executive or, if to the Executive, to such address as theExecutive shall have given to the Company or facsimile number as the party towhom notice is given may have previously furnished to the other in writing inthe manner set forth above.

25.**          **NOWAIVER.

No waiver by either party at any time of any breach bythe other party of, or compliance with, any condition or provision of thisAgreement to be performed by the other party shall be deemed a waiver ofsimilar or dissimilar provisions or conditions at the same time or any prior orsubsequent time.

26.**          **HEADINGS.

The headings herein contained are for reference onlyand shall not affect the meaning or interpretation of any provision of thisAgreement.

27.**          **COUNTERPARTS.

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

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IN WITNESS WHEREOF, the Company has caused thisAgreement to be executed by its duly authorized officer, and the Executive hasexecuted this Agreement, on the date and year first above written.
|   | “COMPANY”              |
|--------|----------------------------------|
|   | ** **                       |   |
|   | ** **                       |   |
|   | EVANS &  SUTHERLAND COMPUTER |
|   | CORPORATION, a Utah Corporation  |
|   |                             |   |
|   |                             |   |
|   | By:                              |   | /s/ James R.  Oyler |
|   |                             |   |      James  R. Oyler |
|   |                             | President and  Chief Executive Officer |
|   |                             |   |
|   |                             |   |
|   | “EXECUTIVE”            |
|   | ** **                       |   |
|   | ** **                       |   |
|   |                             |   | /s/ David H. Bateman |
|   | ** **                       |   |      David  H. Bateman |

 

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