WHEN RECORDED, RETURN TO:

Zions First National Bank
Commercial Loan Department
P.O. Box 25822 One South Main Street
Salt Lake City, Utah 84125
Attention: Michael R. Brough


                                   TRUST DEED,
                     ASSIGNMENT OF RENTS, SECURITY AGREEMENT
                               AND FIXTURE FILING


         This Trust Deed,  Assignment of Rents,  Security  Agreement and Fixture
Filing (the "Trust  Deed") is made and executed  this 31st day of May, 2000 (the
"Closing Date"), by Evans & Sutherland Computer Corporation,  a Utah corporation
("Trustor")  to Zions  First  National  Bank,  a  national  banking  association
("Trustee"),  in  favor  of  Zions  First  National  Bank,  a  national  banking
association ("Beneficiary").

         Beneficiary  is making a loan to  Trustor in an amount of up to Fifteen
Million  Dollars  ($15,000,000.00)  (the  "Loan").  The Loan is evidenced by the
Promissory Note dated the Closing Date in the original  principal  amount of the
Loan (the  "Note").  The Loan will be advanced  under a Loan  Agreement  between
Trustor and Beneficiary dated the Closing Date (the "Loan Agreement").

         In exchange for good and valuable  consideration,  the  sufficiency and
receipt of which are hereby acknowledged, the parties hereto agree as follows:

                         ARTICLE 1 GRANT AND CONVEYANCE

         1.1 General Grant.  Trustor hereby assigns,  grants,  bargains,  sells,
conveys,  warrants,  and  transfers  to  Trustee  in trust,  for the  benefit of
Beneficiary,  with  power  of sale,  and  right of  entry  and  possession,  the
following described interests in real property (the "Real Property"):

                  1.1.1  Real  Property.  All of  the  leasehold  right,  title,
interest and estate of Trustor,  now owned or hereafter acquired,  in and to the
real property  located in Salt Lake County,  State of Utah (the  "Property")  as
more particularly described in Exhibit A attached hereto and incorporated herein
by this reference, which leasehold interest is created pursuant to the following
ground lease  agreements  entered into  between the  University  of Utah, a body
corporate  and politic  ("Ground  Lessor"),  as lessor,  and Trustor,  as lessee
(collectively the "Ground Lease"):  (i) Lease Agreement dated November 21, 1972,
as amended by an Addendum to Lease  Agreement  dated November 21, 1972, a Second
Addendum  to Lease  Agreement  dated June 4,  1973,  a Third  Addendum  to Lease
Agreement dated December 7, 1973, and a Fourth Addendum to Lease Agreement dated
September  12, 1979,  all entered into between  Ground  Lessor,  as lessor,  and
Mountain Co-Venture, a general partnership, as lessee, and as amended by a Fifth
Addendum to Lease  Agreement  dated April 9, 1987 entered  into  between  Ground
Lessor,  as lessor,  and Trustor,  as lessee,  wherein  Ground  Lessor  leases a
portion of the Property known as Building 540 to Trustor;  (ii) Lease  Agreement
dated September 4, 1979 entered into between Ground Lessor,  as lessor,  and Tri
Venture,  a general  partnership,  as lessee,  as amended by a First Addendum to
Lease  Agreement  dated April 9, 1987, and a Second  Addendum to Lease Agreement

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dated December 31, 1990, all entered into between Ground Lessor, as lessor,  and
Trustor, as lessee, wherein Ground Lessor leases a portion of the Property known
as Building 560 to Trustor;  (iii) Lease  Agreement  dated November 21, 1973, as
amended by a First  Addendum to Lease  Agreement  dated May 24,  1974,  a Second
Addendum to Lease  Agreement  dated March 23,  1977,  a Third  Addendum to Lease
Agreement dated  September 12, 1979, all entered into between Ground Lessor,  as
lessor, and Park Enterprises,  a general partnership,  as lessee, and as amended
by a Fourth Addendum to Lease Agreement dated April 9, 1987 entered into between
Ground Lessor, as lessor, and Trustor, as lessee, wherein Ground Lessor leases a
portion of the Property known as Building 580 to Trustor;  (iv) Lease  Agreement
dated April 9, 1987,  as amended by a First  Addendum to Lease  Agreement  dated
December  31,  1990,  all entered into between  Ground  Lessor,  as lessor,  and
Trustor, as lessee, wherein Ground Lessor leases a portion of the Property known
as Building 600 to Trustor;  (v) Lease Agreement dated September 5, 1980 entered
into between Ground Lessor,  as lessor,  and Black Hawk  Investment  Company,  a
general  partnership,  as lessee,  and as amended by a First  Amendment to Lease
Agreement  dated June 7,  1982,  a Second  Amendment  to Lease  Agreement  dated
September 28, 1982, a Third Addendum to Lease Agreement dated April 9, 1987, and
a Fourth  Addendum to Lease  Agreement dated December 31, 1990, all entered into
between Ground Lessor, as lessor, and Trustor, as lessee,  wherein Ground Lessor
leases a portion of the Property  known as Building  650 to Trustor;  (vi) Lease
Agreement dated April 1, 1988, as amended by a First Addendum to Lease Agreement
dated December 31, 1990, all entered into between Ground Lessor, as lessor,  and
Trustor, as lessee, wherein Ground Lessor leases a portion of the Property known
as Building 770 to Trustor;  and (vii) Lease  Agreement  dated December 31, 1990
entered into between Ground Lessor, as lessor, and Trustor,  as lessee,  wherein
Ground Lessor leases a portion of the Property known as Building 790 to Trustor.

                  1.1.2 Buildings, Improvements and Interests. All right, title,
interest and estate of Trustor, now owned or hereafter acquired,  in and to: (a)
All  buildings,   improvements,  works,  structures,  facilities  and  fixtures,
including  any future  additions to, and  improvements  and  betterments  now or
hereafter  constructed  upon, and all renewals and  replacements  of, any of the
foregoing,  which  are now or  hereafter  shall be  constructed  or  affixed  or
constructively  affixed to the Property,  or to any portion of the Property (the
"Improvements");  (b) All easements,  licenses,  streets,  ways, alleys,  roads,
passages,  rights-of-way,  minerals,  oil, gas and other hydrocarbon substances,
development  rights, air rights,  water, water courses,  water rights, and water
stock (whether now owned or hereafter acquired by Trustor and whether arising by
virtue  of land  ownership,  contract  or  otherwise),  of any kind and  nature,
relating to or in any way  appurtenant or appertaining to the Property or to any
portion of the Property.

                  1.1.3 Tenements, Hereditaments. All right, title, interest and
estate  of  Trustor,  now  owned  or  hereafter  acquired,  in and to all of the
tenements,  hereditaments,  rights,  privileges,  and  appurtenances  belonging,
relating, or in any way appertaining to any of the Property or the Improvements,
or any portion of the Property or the Improvements,  or which shall hereafter in
any way belong,  relate, or in any way appertain  thereto,  whether now owned or

<PAGE>

hereafter acquired, and the reversion and reversions,  remainder and remainders,
and estates,  rights,  titles,  interests,  possessions,  claims, and demands of
every  nature  whatsoever,  at law or in equity,  which  Trustor may have or may
hereafter  acquire in and to the  Property,  the  Improvements,  or any  portion
thereof.

                  1.1.4 Leases,  Rents, Issues, Etc. All right, title,  interest
and estate of Trustor, now owned or hereafter acquired, in and to all leases and
subleases  of all or any  portion of the  Property  or the  Improvements  now or
hereafter  existing or entered  into,  and all lease  agreements  and  documents
evidencing  the same; and all right,  title and interest of Trustor  thereunder,
including without,  limitation,  all rents, subrents, and other amounts received
for use of any portion of the  Property,  including  the  Improvements,  and all
proceeds  from such rents,  issues,  royalties,  security  deposits,  income and
profits of and from the Property, the Improvements, or any portion thereof.

         1.2 Security Interest. Trustor hereby assigns and grants to Beneficiary
a security  interest  in the  following  described  property  (collectively  the
"Personalty"),  whether now or hereafter existing,  and in which Trustor now has
or  hereafter  obtains any right,  title,  estate or  interest,  but only to the
extent of Trustor's ownership interest therein,  together with all additions and
accessions thereto and all rents and proceeds thereof:

                  1.2.1 Tangible Personal Property.  All right, title,  interest
and  estate of  Trustor,  now owned or  hereafter  acquired,  in and to: (a) All
goods,  inventory,   specifically  including,  without  limitation,   materials,
furnishings  and supplies,  whether stored on or off the Property,  delivered to
the Property for incorporation or use in any construction, renovation, operation
or  maintenance  of the  Property or the  Improvements,  supplies,  furnishings,
construction materials,  equipment, vehicles, machinery,  appliances,  including
attached and unattached  appliances,  and other tangible  personal  property and
fixtures located in or upon the Property or the Improvements and used or useable
in  connection  therewith,  or to be used in the  construction,  reconstruction,
remodeling,  or repair of any of the Improvements now or hereafter  located upon
the Property,  however,  specifically excluding any goods or inventory embodying
or incorporating the intellectual property of Trustor, including any copyrights,
patents,  or  trade  secrets;  (b) All  furniture,  fixtures  and  equipment  as
equipment is defined in the Uniform Commercial Code,  wherever located,  and all
related right, title and interest of Trustor, now owned or hereafter acquired or
created,  all proceeds  and  products of the  foregoing  and all  additions  and
accessions  to,  replacements  of,  insurance or  condemnation  proceeds of, and
documents covering any of the foregoing, all leases of any of the foregoing, and
all rents, revenues,  issues, profits and proceeds arising from the sale, lease,
license,   encumbrance,   collection,   or  any  other  temporary  or  permanent
disposition  of  any  of  the  foregoing  or  any  interest  therein,   (c)  All
architectural,   development,   construction  and  construction  cost  guarantee
contracts  or bonds  entered  into in  connection  with the  improvement  of the
Property,  all plans and  specifications,  building or use permits,  subdivision
plats and any related  subdivision  development  requirements and specifications
prepared by the engineer thereunder, relating to the construction,  development,
ownership  or  maintenance  of  the  Property  or  the  Improvements;   (d)  All
engineering reports,  surveys,  soil reports and other documents relating to the
Property; (e) All modifications,  parts, accessories, and accessions to each and
all of the  foregoing  and all renewals and  replacements  thereof;  and (f) All
proceeds of each of the foregoing.

<PAGE>

                  1.2.2 Permits,  Names,  Rights, Etc. All right, title interest
and  estate of  Trustor,  now owned or  hereafter  acquired,  in and to: (a) All
contracts,   permits,  franchises,   privileges,   grants,  consents,  licenses,
authorizations,  and  approvals  heretofore  or hereafter  granted by the United
States,  by the State of Utah or by any  departments or agencies  thereof or any
other  governmental  or public bodies,  agencies or  authorities,  to or for the
benefit  of  Trustor  and  utilized  in  connection  with the  Property  and the
Improvements  thereon or to be constructed  thereon,  to the extent the same are
transferable and subject to all terms,  covenants and conditions  thereof and to
applicable  law;  (b) All  names  under or by which the  Property  or any of the
Improvements  may at any time be operated  or known,  and all rights to carry on
business  under any such names or any variant  thereof,  and all service  marks,
trademarks and goodwill in any way relating to Trustor's ownership and operation
of the Property; (c) All contracts,  contract rights, rights to payment, general
intangibles,  except to the extent that such general  intangibles  constitute or
consist of Borrower's patents,  copyrights,  trade secrets or other intellectual
property, documents,  instructions,  accounts, water stock arising in connection
with Trustor's ownership,  legal or equitable claims,  judgments, and awards now
or hereafter  accruing to the benefit of Trustor respecting the Property and the
Improvements,  specifically  including,  without limitation,  all architectural,
development and  construction  contracts,  and all  construction  cost guarantee
contracts relating to the Property or the Improvements; (d) All shares of stock,
partnership  interests,  or  other  evidence  of  ownership  of any  part of the
Property or the Improvements that is owned by Trustor in common with others; (e)
All documents and rights of membership in any owners' or members' association or
similar  group having  responsibility  for managing or operating any part of the
Property;  and  (f)  All  amendments,   modifications,   additions,  accessions,
substitutions,  replacements  and  renewals  to  any of the  foregoing  and  all
proceeds of the foregoing,  whether voluntary or involuntary,  including without
limitation, insurance proceeds.

                  1.2.3  Awards.  All  right,  title,  interest  and  estate  of
Trustor, now owned or hereafter acquired, in and to: (a) All awards made for the
taking by eminent domain or by any proceeding or purchase in lieu thereof of the
Property or any portion of the Property,  the Improvements or any portion of the
Improvements,  or of any other  Improvements now or hereafter situate thereon or
any estate or easement in the Property (including any awards for change of grade
of streets);  (b) All insurance  policies and all proceeds of insurance  paid on
account of any partial or total  destruction of the  Improvements or any portion
thereof;  (c) All causes of action and  recoveries for any loss or diminution in
the value of the Property or the  Improvements;  and (d) All proceeds of each of
the foregoing.

                  1.2.4 Plans and Utility Taps. All right,  title,  interest and
estate of Trustor, now owned or hereafter acquired, in and to: All Plans and any
and all  replacements,  modifications,  and  amendments  thereto and any and all
contracts,  agreements or commitments  between Trustor and any utility  company,
water company or user association, or telephone company, to furnish electricity,
natural  gas or oil,  telephone,  sewer,  water or other  such  services,  or to
provide hook-ups, connections, lines or other necessary taps to the Property and
the Improvements  thereon.  Trustor, upon a default, past any applicable cure or
grace period, under the Loan Documents,  hereby irrevocably appoints Beneficiary
as  Trustor's  true and lawful  attorney-in-fact  to  execute,  acknowledge  and
deliver any  instruments and to do and perform any act in the name and on behalf
of Trustor  necessary  to maintain and continue  all  contracts,  agreements  or

<PAGE>

commitments  with any such utility company and,  otherwise,  to perform all acts
necessary  to assure  uninterrupted  utility  service  to the  Property  and the
Improvements thereon.

                  1.2.5 Loan Proceeds.  All right, title, interest and estate of
Trustor,  now owned or  hereafter  acquired,  in and to all proceeds of the Loan
made by Beneficiary to Trustor which proceeds are held by  Beneficiary,  whether
or not disbursed.

                  1.2.6  Contracts.  All right,  title,  interest  and estate of
Trustor, now owned or hereafter acquired, under any other contract,  subcontract
or agreement  which have been or shall  hereinafter  be entered into relating to
the  construction,  development,  sale,  lease,  operation,  or  use of all or a
portion of the Property or the Improvements.

                  1.2.7  General   Intangibles.   Excepting  only   intellectual
property  rights and licenses,  all general  intangibles  of Trustor,  presently
existing or hereafter arising,  including general  intangibles as defined in the
Uniform Commercial Code, choses in action, proceeds,  contracts,  distributions,
dividends, refunds, security deposits, judgments, insurance claims, any right to
payment of any nature, any other rights or assets of Trustor  customarily or for
accounting purposes classified as general intangibles, and all documentation and
supporting  information related to any of the foregoing,  all rents, profits and
issues thereof, and all proceeds thereof.

         1.3  Security  Agreement.   This  Trust  Deed  constitutes  a  Security
Agreement with respect to the Personalty,  and Beneficiary shall have all of the
rights and  remedies of a secured  party under the Loan  Documents  and the Utah
Uniform  Commercial  Code as well as all other rights and remedies  available at
law or in equity.  Trustor and Beneficiary  acknowledge their mutual intent that
all  security  interests  contemplated  herein  are  given as a  contemporaneous
exchange for new value to Trustor,  regardless  of when  advances to Trustor are
actually made or when the Trust Estate is acquired.

         1.4      Trust Estate.  The Real Property and the  Personalty  are
sometimes  hereinafter  collectively referred to as the "Trust Estate".

         1.5  Fixture  Filing.  This Trust  Deed  constitutes  a fixture  filing
pursuant  to  Article  9 of the Utah  Uniform  Commercial  Code,  Utah Code Ann.
Section 70A-9-101, et. seq. The addresses of the secured party (Beneficiary) and
the debtor  (Trustor)  are set forth in Section  12.1 of this Trust  Deed.  This
Trust Deed is to be recorded in the real estate records in the County Recorder's
office of the county in which the Real Property is located. Ground Lessor is the
record owner of the Real  Property and Trustor owns a leasehold  interest in the
Real Property.

                          ARTICLE 2 OBLIGATION SECURED

         2.1  Obligations.  This Trust Deed is given for the purpose of securing
the following obligations (collectively the "Obligations") of Trustor:

                  2.1.1  Note.  The payment  and  performance  of each and every
agreement and  obligation  under the Note,  including  without  limitation,  the
payment of principal and interest under the Note when and as due.

<PAGE>

                  2.1.2  Business  Credit  Card  Obligations.  The  payment  and
performance of each and every agreement and obligation  pursuant to all business
credit card  accounts  issued by  Beneficiary  to, at the require of, or for the
benefit of Trustor.

                  2.1.3 Other Loan  Documents.  The payment and  performance  of
each and every  agreement and  obligation of Trustor under this Trust Deed,  the
Note, the Loan Agreement, and any other Loan Document.

                  2.1.4 Advances by Trustee or  Beneficiary.  The payment of all
sums  expended and advanced by Trustee or  Beneficiary  pursuant to the terms of
this Trust Deed, the Loan Agreement,  or any other Loan Document,  together with
interest thereon as provided in this Trust Deed.

                  2.1.5  Extensions,  Etc.  The payment and  performance  of any
extensions of, renewals of,  modifications of, or additional  advances under the
Note, or any of the obligations  evidenced by the Note, regardless of the extent
of or the  subject  matter  of any  such  extension,  renewal,  modification  or
additional advance.

                  2.1.6 Other  Obligations.  The payment and  performance of any
other note or obligation reciting that it is secured by this Trust Deed.

                  2.1.7 Revolving Line of Credit.  The Loan shall be a revolving
line of credit under which Trustor may repeatedly  draw and repay funds, so long
as no Event of  Default  has  occurred  under  this Trust Deed or under the Loan
Agreement or any other Loan Document, and so long as the aggregate,  outstanding
Principal  Indebtedness at any time does not exceed the principal  amount of the
Note.  Disbursements  under the Note shall be made in  accordance  with the Loan
Agreement.  If, at any time prior to the  maturity  of the Note,  the Note shall
have a zero  balance  owing,  this Trust Deed shall not be deemed  satisfied  or
terminated  but shall  remain in full force and effect for future  draws  unless
terminated upon other grounds.

                    ARTICLE 3 REPRESENTATIONS AND WARRANTIES

         3.1  Property.  Trustor  represents  and  warrants  to  Beneficiary  as
follows:

                  3.1.1 Title. To the best of Trustor's actual knowledge, Ground
Lessor is the owner of fee simple  marketable  title in and to the Real Property
and Trustor owns a leasehold interest in the Real Property pursuant to the terms
of the Ground Lease.

                  3.1.2 Defense of Leasehold. Trustor shall defend its leasehold
interest  in the Real  Property  and the  Improvements  against  all  claims and
demands whatsoever.

                  3.1.3  Exceptions  to  Title.   With  the  exception  of  such
exceptions  to  title  as are  identified  in the Loan  Agreement  as  Permitted
Encumbrances,  if any  (the  "Permitted  Encumbrances"),  the  Property  and the
Improvements   are  free  and  clear  of  all   liens,   claims,   encumbrances,
restrictions,  encroachments  and  interests  whatsoever  in favor of any  third
party.

<PAGE>

                  3.1.4  Lien  Priority.  With the  exception  of the  Permitted
Encumbrances,  the lien  created by this Trust  Deed upon the  Property  and the
Improvements  is a good and valid  first  lien,  free and  clear of all  adverse
liens, encumbrances and exceptions.

                  3.1.5  Hazardous  Material.  No Hazardous  Materials have been
stored, or improperly used, disposed of, discarded,  dumped, or abandoned by any
person or entity on, in or under the Property or the  Improvements  in violation
of any  Environmental  Laws.  Trustor has complied with all applicable  federal,
state and local laws, rules, ordinances and regulations relating to the storage,
transportation, and disposal of Hazardous Materials on, in or under the Property
or the Improvements.

                  3.1.6 Ground  Lease.  The Ground Lease is in good standing and
in full force and effect.  No default has occurred under the Ground Lease and no
conditions  exist nor have any events  occurred which with the giving of notice,
the passage of time, or both, would constitute a default under the Ground Lease.

         3.2      Personalty.  Trustor further represents and warrants to
Beneficiary as follows:

                  3.2.1  Owner of  Personalty.  Trustor  is the  owner,  or upon
acquisition thereof, will be the owner of the Personalty.

                  3.2.2 No Prior Liens.  The Personalty is, or upon  acquisition
thereof by Trustor,  will be free and clear of all liens, claims,  encumbrances,
restrictions, charges, and security interests in favor of any third party except
for the Permitted Encumbrances.

         3.3 Location of  Personalty.  The Personalty  associated  with the Real
Property will be located in the State of Utah,  and other than temporary (not to
exceed  three (3) months)  uses  outside  that state in the  ordinary  course of
Trustor's  business,  will not be  removed  from that  state  without  the prior
written consent of Beneficiary.

                      ARTICLE 4 MAINTENANCE OF TRUST ESTATE

         4.1  Maintenance.  Trustor shall do each of the following,  enforce its
rights under the Ground  Lease,  and to the extent of its ability,  cause Ground
Lessor to do each of the  following:  (a) maintain the Trust Estate at all times
in good  condition  and repair;  (b) not commit any material  waste of the Trust
Estate,  or  remove,  damage,   demolish,  or  structurally  alter  any  of  the
Improvements;  (c)  complete  promptly  and in good and  workmanlike  manner any
Improvement on the Property;  (d) except to the extent that  insurance  proceeds
are applied by Beneficiary to the  satisfaction of the Obligations in accordance
with Article 5, restore  promptly and in good and workmanlike  manner any of the
Improvements  or any  portion  thereof,  which may for any reason be  materially
damaged  or  destroyed;  (e)  comply  at all times  with all  laws,  ordinances,
regulations,  covenants,  and  restrictions  in any manner  affecting  the Trust
Estate;  (f) not commit or permit any act upon the Trust  Estate in violation of
law;  and (g) do all acts which by reason of the  character  or use of the Trust
Estate  may be  reasonably  necessary  to  maintain  and care for the same,  the
specific enumeration herein not excluding the general.

<PAGE>

                               ARTICLE 5 INSURANCE

         5.1 Insurance.  Trustor shall secure and maintain in force on the Trust
Estate (a) multi-peril property insurance;  (b) public liability insurance;  (c)
worker's  compensation  insurance;  (d) flood insurance (unless Trustor provides
Beneficiary with evidence  satisfactory to Beneficiary that no part of the Trust
Estate is located  within an area  designated  by the  Department of Housing and
Urban  Development as a flood hazard area);  and (e) such other insurance as may
be required by the Loan  Agreement or by law. All such  insurance  policies must
cover all risks  reasonably  required to be covered by Beneficiary,  comply with
any  requirements set forth in the Loan Agreement and be approved by Beneficiary
as to amount,  form,  terms,  deductibles  and  insurer.  All such  policies  of
insurance  shall name  Beneficiary  as an additional  insured or loss payee,  as
appropriate.  All such  insurance  policies  shall contain a provision that such
policies  will not be  cancelled  or  amended,  which  term  shall  include  any
reduction in the scope or limits of coverage,  without at least thirty (30) days
prior written notice to Beneficiary.

         5.2  Notice  of  Casualty.  In the event of loss or damage to the Trust
Estate,  or any portion of the Trust  Estate,  Trustor  shall  immediately  give
notice thereof to Beneficiary.

         5.3  Proceeds of  Insurance.  All  proceeds of  insurance  on the Trust
Estate, and all causes of action,  claims,  compensation,  awards and recoveries
for any damage,  condemnation  or taking of all or any part of the Trust Estate,
or for any damage or injury to it or for any loss or  diminution in the value of
the Trust  Estate,  are  hereby  assigned  to and shall be paid to  Beneficiary,
except as otherwise provided in the Loan Agreement.  Beneficiary may participate
in any suits or  proceedings  relating to any such  proceeds,  causes of action,
claims, compensation, awards or recoveries.

         5.4  Disposition of Policies on Foreclosure.  In the event  Beneficiary
exercises  the power of sale or  foreclosure  provisions  of this  Trust Deed or
makes  any  other  transfer  of title  or  assignment  of the  Trust  Estate  in
extinguishment  in whole or in part of the  Obligations,  all  right,  title and
interest of Trustor in and to the policies of insurance  required by Section 5.1
of this Trust Deed shall inure to the benefit of and pass to the  transferee  of
the  interests  conveyed  under  this  Trust  Deed  or to the  purchaser  at the
foreclosure sale, as the case may be.

                      ARTICLE 6 INDEMNIFICATION AND OFF-SET

         6.1  Indemnification.  Trustor hereby indemnifies and holds Beneficiary
harmless in accordance with the following:

                  6.1.1 General  Indemnification.  Trustor  shall  indemnify and
hold Beneficiary harmless from any and all losses,  damages,  claims,  causes of
action,  suits,  debts,  obligations,  or  liabilities  which  arise from or are
related  to,  the Note,  the Loan  Agreement,  this Trust  Deed,  any other Loan
Documents  evidencing  or  securing  the  Note,  or  the  construction,  use  or
occupation of the Trust Estate, or any part thereof, or the Property, except for
claims based upon  Beneficiary's  gross  negligence  or willful  misconduct.  If
Beneficiary  commences  an action  against  Trustor to enforce any of the terms,
covenants or  conditions  of this Trust Deed or because of the breach by Trustor

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of any of the terms,  covenants,  or conditions,  or for the recovery of any sum
secured hereby,  Trustor shall pay to Beneficiary  reasonable attorneys fees and
costs  actually  incurred by  Beneficiary.  The right to such attorneys fees and
costs shall be deemed to have accrued on the  commencement  of such action,  and
shall be  enforceable  whether or not such action is prosecuted to judgment.  If
Trustor breaches any term, covenant or condition of this Trust Deed, Beneficiary
may employ an attorney or attorneys to protect  Beneficiary's  rights  hereunder
and in the event of such  employment  following  any breach of Trustor,  Trustor
shall pay Beneficiary  reasonable  attorneys fees and costs actually incurred by
Beneficiary,  whether or not action is  actually  commenced  against  Trustor by
reason of such material breach.

                  6.1.2 Mechanics  Liens. If Beneficiary or the Property is held
liable or could be held liable for, or is subject to any losses, damages, costs,
charges or expenses,  directly or  indirectly on account of any claims for work,
labor, or material furnished in connection with or arising from the construction
of any building, fixture and improvements,  then Trustor shall indemnify, defend
and hold  Beneficiary  harmless from all liability or expense arising  therefrom
including reasonable attorneys fees and costs.

                  6.1.3 Hazardous Materials. Trustor hereby agrees to indemnify,
hold harmless and defend (by counsel of Beneficiary's  choice) Beneficiary,  its
directors,  officers,  employees, agent, successors and assigns from and against
any and all claims, losses, damages,  liabilities,  fines,  penalties,  charges,
administrative and judicial proceedings and orders,  judgments,  remedial action
requirements,  enforcement  actions  of any kind,  and all  costs  and  expenses
incurred in connection  therewith  (including but not limited to attorneys' fees
and expenses),  arising directly or indirectly,  in whole or in part, out of (a)
the  presence  on or under  the  Property  of any  Hazardous  Materials,  or any
releases  or  discharges  of any  Hazardous  Materials  on,  under  or from  the
Property,  or (b) any activity  carried on or undertaken on or off the Property,
whether  prior to or during the term of the Loan,  and whether by Trustor or any
predecessor in title or any employees,  agents, contractors or subcontractors of
Trustor or any  predecessor in title, or any third persons at any time occupying
or present on the Property, in connection with the handling, treatment, removal,
storage,  decontamination,  clean-up,  transport  or disposal  of any  Hazardous
Materials at any time located or present on or under the Property. The foregoing
indemnity  shall  further  apply to any residual  contamination  on or under the
Property,  or affecting any natural  resources,  and to any contamination of any
property or natural  resources  arising in connection with the generation,  use,
handling,  storage,  transport or disposal of any such Hazardous Materials,  and
irrespective  of whether any of such  activities  were or will be  undertaken in
accordance  with applicable  laws,  regulations,  codes and ordinances.  Trustor
hereby acknowledges and agrees that, notwithstanding any other provision of this
Trust Deed or any of the other Loan Documents to the contrary,  the  obligations
of Trustor under this Section 6.1.3 shall be unlimited  personal  obligations of
Trustor and shall survive any foreclosure under this Trust Deed, any transfer in
lieu thereof,  and any  satisfaction of the obligations of Trustor in connection
with the Loan.  Trustor  acknowledges that Beneficiary would not extend the Loan
but for the personal  liability  undertaken by Trustor for the obligations under
this Section 6.1.3.

         6.2 Off-Set.  All sums payable by Trustor under the Note and this Trust
Deed shall be paid without notices, demand, counterclaim,  set-off, deduction or
defense and without abatement,  suspension,  deferment, diminution or reduction.
The  Obligations  and  liabilities  of  Trustor  hereunder  shall  in no  way be

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released, discharged or otherwise affected (except as expressly provided herein)
by reason  of:  (a) any  damage to or  destruction  of, or any  condemnation  or
similar taking of the Trust Estate or any part thereof;  (b) any  destruction or
prevention  of or  interference  with any use of the  Trust  Estate  or any part
thereof;  (c) any title defect or  encumbrance  or any  eviction  from the Trust
Estate or any part thereof by title paramount or otherwise;  (d) any bankruptcy,
insolvency, reorganization, composition, adjustment, dissolution, liquidation or
other like proceeding relating to Beneficiary,  or any action taken with respect
to this Trust Deed by any trustee or receiver of  Beneficiary,  or by any court,
in any such  proceeding;  (e) any claim which  Trustor has or might have against
Beneficiary; (f) the occurrence of an Event of Default or any default or failure
on the part of Beneficiary to perform or comply with any of the terms, covenants
or conditions of this Trust Deed beyond any  applicable  grace or cure period or
of any other  agreement with Trustor;  or (g) any other  occurrence  whatsoever,
whether similar or dissimilar to the foregoing.

                         ARTICLE 7 TAXES AND IMPOSITIONS

         7.1  Payment of Taxes and  Impositions.  Trustor  shall  pay,  or cause
Ground  Lessor  to pay,  prior to  delinquency,  all  real  property  taxes  and
assessments,  general and special,  and all other taxes,  assessments  and other
governmental,  municipal,  or other charges or impositions of any kind or nature
whatsoever  (including without  limitation,  charges and assessments on water or
water stocks used on or with the Property and levies or charges  resulting  from
covenants,  conditions  and  restrictions  affecting the Trust Estate) which are
assessed or imposed upon the Trust Estate, or become due and payable,  and which
create,  may create,  or appear to create,  a lien upon the Trust  Estate or any
portion of the Trust Estate, or upon any equipment or other facility used in the
construction,  operation or maintenance of the Trust Estate (all of which taxes,
assessments and other governmental charges of like nature are referred to as the
"Impositions");  provided,  however,  that if, by law,  any such  Imposition  is
payable, or may at the election of the taxpayer be paid in installments, Trustor
may pay the same  together  with any accrued  interest on the unpaid  balance of
such  Imposition  in  installments  as the same  become due and before any fine,
penalty,  interest or cost may be added  thereto for the  nonpayment of any such
installment and interest.

         7.2 Evidence of Payment.  Unless such  Imposition  is paid  directly by
Beneficiary  pursuant to Section 8.4 of this Trust Deed,  Trustor  shall furnish
Beneficiary,  within thirty (30) days after the date upon which such  Imposition
is due and  payable by Trustor,  official  receipts  of the  appropriate  taxing
authority,  or other proof  satisfactory to Beneficiary,  evidencing the payment
thereof.

         7.3  Right  to  Contest.  Trustor  shall  have  the  right  before  any
delinquency  occurs  to  contest  or object to the  amount  or  validity  of any
Imposition  by  appropriate  legal  proceedings,  but such contest  shall not be
deemed or construed in any way as  relieving,  modifying or extending  Trustor's
covenant to pay any such  Imposition  at the time and in the manner  provided in
Section 7.1 of this Trust Deed unless  Trustor has given prior written notice to
Beneficiary of Trustor's  intent to so contest or object to an  Imposition,  and
unless, at Beneficiary's  option, (a) Trustor shall demonstrate to Beneficiary's
satisfaction that the legal proceedings  shall  conclusively  operate to prevent
the sale of the Trust Estate,  or any part thereof,  to satisfy such  Imposition
prior to final determination of such proceedings; or (b) Trustor shall furnish a

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good and sufficient  undertaking and sureties or title insurance  endorsement as
may be required or permitted by law to accomplish a stay of such proceedings.

                         ARTICLE 8 ADDITIONAL COVENANTS

         8.1 Ground  Lease.  Trustor  shall  cause,  to the extent of  Trustor's
ability,  Ground Lessor to perform all of its obligations under the Ground Lease
and maintain the Ground Lease in full force and effect.

         8.2 Payment of Utilities. Trustor shall pay, or cause, to the extent of
Trustor's ability,  Ground Lessor to pay, when due, all utility charges incurred
by Trustor for the  benefit of the Trust  Estate or which may become a charge or
lien  against the Trust  Estate for gas,  electricity,  water or sewer  services
furnished  to the Trust  Estate  and all  assessments  or  charges  of a similar
nature,  whether  public or private,  affecting  the Trust Estate or any portion
thereof, whether or not such assessments or charges are liens thereon.

         8.3  Defense  of  Title.  Trustor  has  and  shall  preserve  good  and
marketable  fee title to the Trust  Estate free of all liens,  claims,  charges,
security  interests,  encumbrances,  easements  or  restrictions  other than the
Permitted  Encumbrances.  Except as  provided  otherwise  in Section 7.3 of this
Trust Deed and with the exception of the Permitted  Encumbrances,  Trustor shall
promptly  discharge and remove any lien or security  interest  which has, or may
have,  priority over or equality with the lien and security  interest created by
this Trust Deed.  Trustor shall  furnish to  Beneficiary  written  notice of any
litigation,  default, lien, security interest or notice of default affecting the
Trust Estate or title thereto, within ten (10) days of initial receipt of notice
of such lien, security interest,  litigation or default. Trustor shall appear in
and defend any action or proceeding  purporting  to affect the security  hereof,
the Trust  Estate,  or the rights or powers of  Beneficiary  or Trustee.  Should
Beneficiary elect to appear in or defend any such action or proceeding,  Trustor
shall pay all  reasonable  costs and  expenses,  including  costs of evidence of
title and  reasonable  attorney  fees and  costs,  incurred  by  Beneficiary  or
Trustee. Trustor shall, at its cost, do, execute,  acknowledge,  and deliver all
further deeds, conveyances,  trust deeds,  assignments,  notices of assignments,
security agreements,  financing  statements,  transfers,  acts and assurances as
Beneficiary  shall  from  time  to  time  reasonably  require,  for  the  better
perfecting,  continuing, assuring, granting, conveying, assigning, transferring,
and confirming  unto Trustee and  Beneficiary  the Trust Estate,  and all rights
hereby  granted,  conveyed or assigned or intended now or hereafter so to be, or
which Trustor may be or may hereafter become bound to grant, convey or assign to
Trustee or Beneficiary,  or for carrying out the intention or  facilitating  the
performance of the terms of the Note or the other Loan Documents.

         8.4 Reserves for Taxes and  Insurance.  In furtherance of Article 5 and
Article  7  of  this   Trust  Deed  and   anything   to  the   contrary   herein
notwithstanding,  if any Event of Default shall occur and be continuing,  and at
Beneficiary's  written  request,  Trustor  shall deposit with  Beneficiary  in a
non-interest  bearing account, on the first day of each month, until the Note is
paid in full,  an amount  equal to  one-twelfth  of the annual  Impositions,  as
defined  in  Article  7,  as  reasonably  estimated  by  Beneficiary  to pay the
installment of Impositions next due on the Trust Estate,  and one-twelfth of the
estimated  annual  aggregate  insurance  premiums on all  policies of  insurance
required in Article 5. In such event, Trustor shall cause all bills,  statements

<PAGE>

or other documents relating to the Impositions and insurance premiums to be sent
to  Beneficiary.   Providing   Trustor  has  deposited   sufficient  funds  with
Beneficiary  pursuant to this Section 8.4, Beneficiary shall pay such amounts as
may be due thereunder out of the funds so deposited with Beneficiary.  If at any
time and for any  reason the funds  deposited  with  Beneficiary  are or will be
insufficient to pay such amounts as may then or subsequently be due, Beneficiary
shall notify  Trustor and Trustor shall  immediately  deposit an amount equal to
such  deficiency  with   Beneficiary.   Nothing  contained  herein  shall  cause
Beneficiary  to be deemed a trustee of such  funds  deposited  with  Beneficiary
pursuant to this  Section  8.4.  Beneficiary  shall not be  obligated to pay any
interest on any sums held by  Beneficiary  pending  disbursement  or application
hereunder,  and  Beneficiary  may  impound  or  reserve  for  future  payment of
Impositions and insurance  premiums such portion of such payments as Beneficiary
may, in Beneficiary's absolute discretion,  deem proper, applying the balance on
the principal of or interest on the Obligations  secured hereby.  Should Trustor
fail to deposit  with  Beneficiary  (exclusive  of that  portion of the payments
which has been  applied by  Beneficiary  on the  principal of or interest on the
Note) sums sufficient to fully pay such  Impositions  and insurance  premiums at
least thirty (30) days before delinquency thereof, Beneficiary, at Beneficiary's
election,  but without any obligation to do so, may advance any amounts required
to make up the  deficiency,  which  advances,  if any,  shall be secured by this
Trust Deed and shall bear interest and be repayable to Beneficiary in the manner
specified in Section 8.6 of this Trust Deed.

         8.5  Performance  in Trustor's  Stead.  Should Trustor fail to make any
payment or to do any act as  provided in this Trust Deed,  then  Beneficiary  or
Trustee,  but without any  obligation to do so, and without  notice to or demand
upon Trustor and without releasing Trustor from any obligation hereof,  may: (a)
make or do the  same in such  manner  and to such  extent  as  either  may  deem
necessary  to  protect  the  security  hereof   (Beneficiary  or  Trustee  being
authorized  to enter upon the Trust  Estate for such  purposes);  (b)  commence,
appear in and defend any action or proceeding  purporting to affect the security
hereof or the rights or powers of Beneficiary or Trustee;  or (c) pay, purchase,
contest, or compromise any encumbrance,  charge or lien which in the judgment of
either  appears to be superior to the lien of this Trust Deed; and in exercising
any such  powers,  incur any  liability,  or expend such  reasonable  amounts as
Beneficiary may reasonably deem necessary therefor,  including costs of evidence
of title,  employment of attorneys,  and payment of reasonable attorney fees and
costs. All such amounts expended by either or both Trustee or Beneficiary shall,
at the election of Beneficiary,  be added to the principal  indebtedness secured
by this Trust Deed and shall accrue interest in accordance with the terms of the
Note.  Trustor  hereby  waives and releases all claims or causes of action which
may hereafter  arise in favor of Trustor  against  Beneficiary  by reason of any
action taken by Beneficiary  pursuant to any power or authority  granted in this
Section 8.5, except for Beneficiary's gross negligence or wilful misconduct.

         8.6  Repayment  of  Advances.   Trustor  shall   immediately  repay  to
Beneficiary  sums, with interest  thereon as provided in the Note,  which at any
time  may be paid or  advanced  by  Beneficiary  for the  payment  of  insurance
premiums, Impositions, title searches, title reports or abstracts, and any other
advances  made by  Beneficiary  which are  reasonably  necessary or desirable to
maintain this Trust Deed as a prior,  valid,  and subsisting lien upon the Trust
Estate, to preserve and protect Beneficiary's  interest in this Trust Deed or to
preserve,  repair,  or maintain the Trust  Estate.  All such  advances  shall be
wholly  optional on the part of Beneficiary,  and Trustor's  obligation to repay

<PAGE>

the same,  with interest,  to  Beneficiary  shall be secured by the lien of this
Trust Deed.

         8.7 No Removal of Fixtures.  Trustor shall not, and shall cause, to the
extent of Trustor's ability,  Ground Lessor to not, during the existence of this
Trust Deed and without the written consent of Beneficiary,  remove from the Real
Property or the Improvements,  any fixture,  structure,  or other improvement at
any  time  affixed  or  constructively  affixed  to  the  Real  Property  or the
Improvements or any portion thereof,  or any Personalty,  except in the ordinary
course of Trustor's business.

         8.8 Further Assurance. Trustor shall execute and deliver to Beneficiary
such further  instruments,  including without limitation Uniform Commercial Code
Financing  Statements and Continuation  Statements,  and do such further acts as
may be necessary or as may be reasonably  required by  Beneficiary  to carry out
more  effectively  the  purposes  of this Trust Deed and to subject to the lien,
security  interest  and  mortgage  created or intended to be created  hereby any
property,  rights,  or interests covered or intended to be covered by this Trust
Deed. From and after the occurrence of an Event of Default,  Trustor  authorizes
(to the extent such  authorization is valid under applicable law) Beneficiary to
execute and file,  without  Trustor's  signature,  such Uniform  Commercial Code
Financing  Statements  and  Continuation  Statements  as  Beneficiary  may  deem
necessary  in order to perfect,  or continue  the  perfection  of, the  security
interests created by this Trust Deed.

         8.9  Attornment.  Trustor  shall assign to  Beneficiary,  as additional
security for Trustor's  performance of the Obligations,  any and all existing or
future lease agreements entered into by Trustor,  as landlord,  which pertain to
the Property or the  Improvements,  or any portion thereof,  and all such leases
shall contain a covenant on the part of the tenant  thereunder,  enforceable  by
Beneficiary,  obligating such tenant, upon request of Beneficiary,  to attorn to
and become a tenant of  Beneficiary,  or any  purchaser  from Trustee or through
foreclosure of this Trust Deed, for the unexpired term, and subject to the terms
and conditions, of such future lease agreements.  The assignments of lease shall
be in form and content satisfactory to Beneficiary.

         8.10 No Further  Encumbrances.  As an express  condition of Beneficiary
making the loan secured by this Trust Deed,  Trustor shall not further encumber,
pledge,  mortgage,  hypothecate,  place  any  lien,  charge  or claim  upon,  or
otherwise give as security the Trust Estate or any interest therein nor cause or
allow by  operation of law the  encumbrance  of the Trust Estate or any interest
therein without the written consent of Beneficiary  even though such encumbrance
may be junior to the encumbrance created by this Trust Deed.  Encumbrance of the
Trust Estate contrary to the provisions of this Section 8.10 without the express
written  consent of  Beneficiary,  shall  constitute  an Event of Default and at
Beneficiary's  option,  Beneficiary  may declare the entire balance of principal
and interest immediately due and payable, whether the same be created by Trustor
or an  unaffiliated  third  party  asserting  a  judgment  lien,  mechanic's  or
materialmen's lien or any other type of encumbrance or title defect.

         8.11 Due on Sale.  Other than (a) a transfer  by devise,  descent or by
operation of law upon the death of a joint tenant;  (b) a transfer of Personalty
in the ordinary course of Trustor's business;  or (c) the grant of any leasehold
interest of ten (10) years or less not containing an option to purchase, Trustor

<PAGE>

shall  not sell,  convey  or  otherwise  transfer  the Trust  Estate or any part
thereof or interest  therein,  without the prior written consent of Beneficiary,
except as authorized  in the Loan  Agreement.  If the Trust Estate,  or any part
thereof,  or any interest therein,  is sold,  conveyed or otherwise  transferred
without the prior written consent of  Beneficiary,  or if Trustor be divested of
title to the Trust  Estate,  or any part  thereof or  interest  therein,  in any
manner,   whether   voluntarily  or  involuntarily,   then  the  full  principal
indebtedness of the Note and the other Obligations, at the option of Beneficiary
and without demand or notice, shall immediately become due and payable.

         8.12 Evidence of Title.  Trustor shall deliver to, pay for and maintain
with  Beneficiary  until the  indebtedness  secured hereby is paid in full, such
evidence of title as Beneficiary  may require,  including  abstracts of title or
policies  of  title  insurance  and  any  extensions  or  renewals   thereof  or
supplements or endorsements thereto.

         8.13  Additional  Collateral.  If, at any time, the value of all of the
Trust  Estate,  based on an MAI  appraisal  acceptable  to  Beneficiary,  is not
sufficient to establish a ratio between the total amount of the Obligations then
due and owing and the value of all of the Trust Estate equal to or less than one
hundred percent (100%),  Trustor shall provide  Beneficiary with such additional
collateral  as is necessary so that the total value of all  collateral  securing
Trustor's  performance  of the  Obligations  is  sufficient to establish a ratio
between the total amount of the Obligations  then due and owing and the value of
all such collateral of no more than one hundred percent (100%).

         8.14 Compliance With Laws.  Trustor shall comply, and shall enforce its
rights under the Ground Lease and cause Ground Lessor to comply,  with all laws,
ordinances,   regulations,   easement  agreements,  covenants,  conditions,  and
restrictions  (including laws relating to hazardous wastes and/or  protection of
the environment,  or species of plants or animals  protected by federal,  state,
local or other law) affecting the Trust Estate.  Trustor shall not cause, permit
nor suffer any  violation  of any of the  foregoing  and shall pay all  response
costs,  fees,  or  charges  of any  kind in  connection  therewith  and  defend,
indemnify, and hold harmless Beneficiary with respect thereto.

         8.15  Financial  Statements.  Trustor  shall  keep  adequate  books and
records of account of the Trust Estate and its own financial affairs  sufficient
to permit the preparation of financial  statements  therefrom in accordance with
the  requirements  of the Loan  Agreement.  Beneficiary  shall have the right to
examine, copy and audit Trustor's records and books of account at all reasonable
times.  Trustor shall furnish to Beneficiary copies of its financial  statements
and other financial  information  satisfactory to Beneficiary at the time and in
the manner provided in the Loan Agreement.

         8.16  Inspections.  Beneficiary,  and its agents,  representatives  and
employees,  are authorized,  but not obligated,  to enter at any reasonable time
upon the Real  Property  for the  purpose of  inspecting  the same,  and for the
purpose of  performing  any of the acts it or Trustor is  authorized  to perform
under the terms of this Trust Deed or any other Loan Document.

         8.17 No Merger.  If the Trust  Estate is under any lease or any portion
thereof  which  constitutes  a part of the Trust Estate shall at any time become
vested in one owner,  this Trust Deed and the lien  created  hereby shall not be
destroyed or  terminated by  application  of the doctrine of merger and, in such

<PAGE>

event,  Beneficiary  shall  continue  to have and  enjoy all of the  rights  and
privileges of  Beneficiary  as to the separate  estates.  In addition,  upon the
foreclosure of the lien created by this Trust Deed on the Trust Estate  pursuant
to the  provisions of this Trust Deed, any leases or subleases then existing and
created by Trustor shall not be destroyed or terminated  by  application  of the
law of merger or as a matter  of law or as a result of such  foreclosure  unless
Beneficiary or any purchaser at any such foreclosure sale shall so elect. No act
by or on  behalf  of  Beneficiary  or any  such  purchaser  shall  constitute  a
termination of any lease or sublease unless  Beneficiary or such purchaser shall
give written notice thereof to such tenant or subtenant.

                          ARTICLE 9 CONDEMNATION AWARDS

         If the Trust Estate or any portion  thereof  should be taken or damaged
by reason of any public  improvement  or  condemnation  proceeding,  Beneficiary
shall be  entitled to all  compensation,  awards,  and other  payments or relief
therefor, and shall be entitled at Beneficiary's option to commence,  appear in,
and prosecute in  Beneficiary's  own name any action or proceeding,  and to make
any  compromise or  settlement,  in connection  with such taking.  Trustor shall
promptly give notice to Beneficiary of any condemnation proceeding or any taking
for  public  improvement.  All such  compensation,  awards,  damages,  causes of
action,  proceeds,  or other payments are hereby assigned to Beneficiary,  which
may,  after  deducting  therefrom  all costs  and  expenses  (regardless  of the
particular nature thereof and whether incurred with or without suit or before or
after judgment),  including reasonable attorney fees, incurred by Beneficiary in
connection with such compensation,  awards, damages, rights of action, proceeds,
or other  payments,  release any and all moneys so received  by  Beneficiary  or
apply the same, or any portion  thereof,  on any of the Obligations  (whether or
not then due) secured by this Trust Deed.  Beneficiary  shall have no obligation
to apply  proceeds  of  condemnation  to restore  or repair  damage to the Trust
Estate regardless of whether such taking has a significant adverse impact on the
operation of the remaining  portion of the Trust  Estate.  Trustor shall execute
and  deliver to  Beneficiary  such  further  assignments  of such  compensation,
awards,  damages,  causes of action,  proceeds, or other payments as Beneficiary
may from time to time require.

                ARTICLE 10 ASSIGNMENT OF LEASES, RENTS AND INCOME

         10.1  Assignment.  Trustor  hereby  absolutely  assigns to Trustee  all
right,  title and  interest  of Trustor in and to all  leases  now  existing  or
hereafter  entered  into by Trustor  and  demising  the whole or any part of the
Trust Estate,  and does hereby further assign any and all rents,  subrents,  and
other amounts received for the use of any portion of the Trust Estate, including
the Improvements, and all proceeds from such rents, covering the Trust Estate or
any portion thereof,  now or hereafter  existing or entered into,  together with
issues,  royalties,  income, profits and security deposits of and from the Trust
Estate.  Until the  occurrence  of an Event of  Default,  Trustor  may,  under a
temporary  revocable  license  granted  hereby,  collect and use all such rents,
subrents,  issues, royalties,  income, and profits which become payable prior to
default.  Upon the  occurrence  of an Event of  Default,  Trustor's  license  to
collect and use any of such proceeds  shall  immediately  cease without  further
action by or on behalf of any party, and Beneficiary  shall have the right, with
or without  taking  possession  of the Trust  Estate,  and either in person,  by

<PAGE>

agent,  or through a  court-appointed  receiver  (Trustor hereby consents to the
appointment of Beneficiary or Beneficiary's  designee as such receiver),  to sue
for or otherwise collect all such rents, subrents,  issues,  royalties,  income,
and profits,  including those past due and unpaid. Any sums so collected,  after
the deduction of all costs and expenses of operation and collection  (regardless
of the particular  nature  thereof and whether  incurred with or without suit or
before or after judgment),  including reasonable attorney fees, shall be applied
toward the payment of the Obligations.  Such right of collection and use of such
proceeds by  Beneficiary  shall obtain both before and after the exercise of the
power of sale  provisions of this Trust Deed, the foreclosure of this Trust Deed
and throughout  any period of redemption.  The rights granted under this Section
10.1 shall in no way be dependent upon and shall apply without regard to whether
all or a portion of the Trust  Estate is in danger of being  lost,  removed,  or
materially  injured,  or  whether  the Trust  Estate or any  other  security  is
adequate to discharge the obligations secured by this Trust Deed.  Beneficiary's
failure or  discontinuance at any time to collect any of such proceeds shall not
in any manner affect the right,  power, and authority of Beneficiary  thereafter
to  collect  the  same.   Neither  any  provision   contained  herein,  nor  the
Beneficiary's  exercise of Beneficiary's  right to collect such proceeds,  shall
be, or be construed to be, an affirmation by Beneficiary of any tenancy,  lease,
sublease,  option,  or other  interest in the Trust Estate,  or an assumption of
liability under, or a subordination of the lien or charge of this Trust Deed to,
any tenancy, lease, sublease, option, or other interest in the Trust Estate. All
tenants, lessees, sublessees and other persons which have any obligation to make
any  payment to  Trustor  in  connection  with the Trust  Estate or any  portion
thereof are hereby authorized and directed to pay the rents,  subrents,  issues,
royalties, income, and profits payable by them with respect to the Trust Estate,
or any part  thereof,  directly  to  Beneficiary  on the demand of  Beneficiary.
Beneficiary's receipt of such rents, subrents,  issues,  royalties,  income, and
profits  shall be a good  and  sufficient  discharge  of the  obligation  of the
tenant,  lessee,  sublessee,  or other  person  concerned  to make  the  payment
connected with the amount so received by the Trustee.

         10.2  Application  of Payments.  If at any time during the term of this
Trust Deed Beneficiary receives or obtains a payment,  installment, or sum which
is less than the  entire  amount  then due under the Note  secured by this Trust
Deed and  under  all  other  instruments  further  evidencing  or  securing  the
Obligations,  then Beneficiary  shall,  except as provided otherwise in the Note
and  notwithstanding  any instructions  which may be given by Trustor,  have the
right to apply such payment,  installment,  or sum, or any part thereof, to such
of the  items  or  obligations  then  due  from  Trustor  or to  Beneficiary  as
Beneficiary may in Beneficiary's sole discretion determine.

         10.3 No Waiver of Rights by Collection  of Proceeds.  The entering upon
and taking  possession of the Trust Estate or any portion of the Trust Estate or
the collection of rents, subrents, issues, royalties,  income, profits, proceeds
of fire and other insurance  policies,  or compensation or awards for any taking
or  damaging  of the Trust  Estate,  or the  application  or release  thereof as
aforesaid,  shall not cure or waive any Event of  Default  or notice of  default
hereunder, shall not invalidate any act done pursuant to such notice of default,
and shall not operate to postpone or suspend the obligation to make, or have the
effect of altering the size of, any scheduled  installments  provided for in any
of the Obligations secured by this Trust Deed.

<PAGE>

         10.4 Indemnification. Trustor shall indemnify, pay, protect, defend and
hold  Beneficiary  harmless  from and against all  claims,  demands,  judgments,
liabilities,  actions,  costs,  and fees  (including  reasonable  attorney fees)
arising  from or  related  to receipt  by  Beneficiary  of the rents,  subrents,
issues, royalties, income and profit from the Trust Estate or any portion of the
Trust Estate,  except those  liabilities  arising from  Beneficiary's  own gross
negligence and wilful misconduct.

                    ARTICLE 11 EVENTS OF DEFAULT AND REMEDIES

         11.1 Events of Default.  Fifteen  (15) days after  written  notice from
Beneficiary to Trustor for monetary  defaults and thirty (30) days after written
notice from Beneficiary to Trustor for non-monetary  defaults,  if such defaults
are not  cured  within  such  fifteen  (15)  day or  thirty  (30)  day  periods,
respectively,  each of the following shall  constitute an event of default under
this Trust Deed (an "Event of Default"):

                  11.1.1 Failure to Make Payment.  If Trustor shall fail to make
any payment due and payable under the terms of the Note, this Trust Deed, or any
other Loan Document.

                  11.1.2 Non-Monetary  Default.  Except as provided otherwise in
Section  11.1.1 of this Trust  Deed,  failure to observe  and perform any of the
material  terms,  covenants,  or  conditions  to be observed or performed in the
Note, this Trust Deed or any other Loan Document.

                  11.1.3   Loan Agreement.  Any Event of Default occurs under
the Loan Agreement.

                  11.1.4  Ground  Lease.  If any  default on the part of Trustor
occurs under the Ground Lease,  or any event occurs or condition  exists,  which
with the passage of time,  the giving of notice,  or both,  would  constitute  a
default under the Ground Lease.

                  11.1.5 False Warranty. Any material representation or warranty
of the Trustor contained in the Note, this Trust Deed or any other Loan Document
was untrue when made.

                  11.1.6  Insolvency,  Etc. If (a) Trustor  commences  any case,
proceeding,  or other action seeking  reorganization,  arrangement,  adjustment,
liquidation, dissolution, or composition of Trustor or Trustor's debts under any
law relating to  bankruptcy,  reorganization,  or relief of debtors,  or seeking
appointment of a receiver,  trustee,  custodian,  or other similar  official for
Trustor  or for all or any  substantial  part  of  Trustor's  property;  (b) any
guarantor of the Note  commences any case,  proceeding,  or other action seeking
reorganization,    arrangement,   adjustment,   liquidation,   dissolution,   or
composition of such guarantor or such  guarantor's  debts under any law relating
to bankruptcy, reorganization, or relief of debtors, or seeking appointment of a
receiver,  trustee,  custodian,  or other similar official for such guarantor or
for any substantial  part of such  guarantor's  property;  or (c) any such case,
proceeding, or other action is commenced against either Trustor or any guarantor
of the Note.

                  11.1.7  Failure to Pay Debts.  Trustor  fails to pay Trustor's
material  debts as they  become due (or within the time  reasonably  allotted by
Trustor's  creditors),  admits in writing  Trustor's  inability to pay Trustor's

<PAGE>

debts, or makes a general assignment for the benefit of creditors.

                  11.1.8  Failure to  Perform  Other  Obligations.  A default by
Trustor under the terms of any other  promissory  note, deed of trust,  security
agreement,  undertaking  or  arrangement  between  Trustor and  Beneficiary  now
existing or entered into hereafter.

         11.2  Acceleration;  Notice.  Time is of the essence  hereof.  Upon the
occurrence  of any Event of  Default  under this Trust  Deed,  at  Beneficiary's
option and in addition to any other remedy  Beneficiary may have under the Note,
Beneficiary may declare all sums secured hereby  immediately due and payable and
elect to have the Trust Estate sold in the manner provided herein.  In the event
Beneficiary  elects to sell the Trust Estate,  Beneficiary  may execute or cause
Trustee to  execute a written  notice of default  and of  election  to cause the
Trust Estate to be sold to satisfy the  obligations  hereof,  and Trustee  shall
file such  notice for record in the office of the County  Recorder of the County
wherein the Trust Estate is located. Beneficiary shall also deposit with Trustee
the Note and all documents evidencing expenditures secured by this Trust Deed.

         11.3  Exercise  of Power of Sale.  After  the lapse of such time as may
then be required by law following the recordation of the notice of default,  and
notice of default and notice of sale having been given as then  required by law,
Trustee,  without demand on Trustor, shall sell the Trust Estate on the date and
at the time and place designated in the notice of sale,  either as a whole or in
separate parcels, and in such order as Beneficiary may determine (but subject to
any statutory  right of Trustor to direct the order in which such  property,  if
consisting of several known lots or parcels,  shall be sold),  at public auction
to the highest bidder,  the purchase price payable in lawful money of the United
States at the time of sale.  The person  conducting  the sale may, for any cause
deemed  expedient and in accordance with applicable law,  postpone the sale from
time to time until it shall be  completed  and,  in every  such case,  notice of
postponement shall be given by public declaration  thereof by such person at the
time and place last appointed for the sale;  provided,  if the sale is postponed
for longer than  seventy-two  hours beyond the day  designated  in the notice of
sale,  notice  of the time,  date and  place of sale  shall be given in the same
manner as the original notice of sale.  Trustee shall execute and deliver to the
purchaser a  Trustee's  Deed  conveying  the  Property so sold,  but without any
covenant of warranty,  express or implied. The recitals in the Trustee's Deed of
any matters or facts shall be conclusive proof of the truthfulness  thereof. Any
person,  including  Beneficiary,  may bid at the sale.  Trustee  shall apply the
proceeds of the sale to payment of (a) the costs and expenses of exercising  the
power of sale and of the sale, including the payment of Trustee's and attorney's
fees and costs;  (b) cost of any evidence of title  procured in connection  with
such sale; (c) all sums expended under the terms hereof in conjunction  with any
default provision hereunder,  not then repaid, with accrued interest at the rate
then  provided  for in the Note;  (d) all sums then  secured by this Trust Deed,
including interest and principal on the Note; and (e) the remainder,  if any, to
the person or  persons  legally  entitled  thereto,  or  Trustee,  in  Trustee's
discretion,  may deposit the balance of such  proceeds  with the County Clerk of
the County wherein the Trust Estate is located.

<PAGE>

         11.4 Surrender of Possession. Trustor shall surrender possession of the
Trust Estate to the purchaser  immediately after the sale of the Trust Estate as
provided in Section 11.3 of this Trust Deed,  in the event such  possession  has
not previously been surrendered by Trustor.

         11.5 UCC Remedies. Notwithstanding anything to the contrary in Sections
11.3 and 11.4 of this Trust Deed,  Beneficiary,  with regard to all  Personalty,
including  fixtures,  chattels,  equipment,  inventory,  and personal  property,
conveyed to Trustee under  Section 1.2 of this Trust Deed,  shall have the right
to exercise,  from time to time,  any and all rights and  remedies  available to
Beneficiary,  as a secured party under the Utah Uniform Commercial Code, and any
and all rights and remedies  available to Beneficiary under any other applicable
law. Upon written demand from Beneficiary,  Trustor shall, at Trustor's expense,
assemble such fixtures,  chattels,  equipment,  inventory, and personal property
and  make  them  available  to  Beneficiary  at a  reasonably  convenient  place
designated by  Beneficiary.  Beneficiary  shall have the right to enter upon any
premises where the Personalty or records pertaining to the Personalty may be and
take  possession  of the  Personalty  and records  relating  to the  Personalty.
Beneficiary may sell, lease or otherwise dispose of any or all of the Personalty
and, after deducting the reasonable costs and out-of-pocket expenses incurred by
Beneficiary,  including,  without limitation,  (a) reasonable attorneys fees and
legal expenses, (b) transportation and storage costs, (c) advertising of sale of
the Personalty, (d) sale commissions,  (e) sales tax, (f) costs for improving or
repairing the Personalty,  and (g) costs for  preservation and protection of the
Personalty,  apply the  remainder to pay, or to hold as a reserve  against,  the
Obligations.

         11.6  Foreclosure  as  a  Mortgage.  If  an  Event  of  Default  occurs
hereunder, Beneficiary shall have the option to foreclose this Trust Deed in the
manner  provided by law for the  foreclosure  of mortgages on real  property and
Beneficiary  shall be  entitled  to  recover in such  proceedings  all costs and
expenses incident thereto, including reasonable attorneys fees and costs in such
amounts as shall be fixed by the court.

         11.7 Receiver. If an Event of Default occurs,  Beneficiary, as a matter
of right and without regard to the interest of Trustor  therein,  shall have the
right  upon  notice to  Trustor  to apply to any court  having  jurisdiction  to
appoint  a  receiver  or  receivers  of the  Trust  Estate  and  Trustor  hereby
irrevocably  consents to such appointment.  Any such receiver or receivers shall
have all the usual  powers and duties of a receiver  and shall  continue as such
and exercise all such powers until completion of the sale of the Trust Estate or
the foreclosure proceeding, unless the receivership is sooner terminated.

         11.8 No Remedy  Exclusive.  No remedy  conferred  upon or  reserved  to
Beneficiary  under this Trust Deed  shall be  exclusive  of any other  available
remedy or remedies, but each and every such remedy shall be cumulative and shall
be in addition to every  other  remedy  given under this Trust Deed or any other
Loan Document, or now or hereafter existing at law or in equity or by statute.

         11.9 Rights upon Default.  In making the Loan,  Beneficiary  has relied
upon the  rights  available  to  Beneficiary  under  this  Trust  Deed  upon the
occurrence of an Event of Default,  including, but not limited to, the rights to
accelerate  the  payment of any and all amounts  secured by this Trust Deed,  to
sell the Property  encumbered  by this Trust Deed  pursuant to the power of sale

<PAGE>

granted hereunder, the right to foreclose this Trust Deed as a mortgage, and the
right to have a receiver appointed.

                          ARTICLE 12 GENERAL PROVISIONS

         12.1  Notices.  All notices  shall be in writing and shall be deemed to
have been sufficiently given or served when personally  delivered,  deposited in
the United States mail, by  registered  or certified  mail, or deposited  with a
reputable  overnight  mail carrier  which  provides  delivery of such mail to be
traced, addressed as follows:

      Beneficiary and Trustee:           Zions First National Bank
                                         Commercial Loan Department
                                         P.O. Box 25822
                                         One South Main Street
                                         Salt Lake City, Utah 84125
                                         Attention: Michael R. Brough

      With copies to:                    Callister Nebeker & McCullough
                                         Gateway Tower East, Suite 900
                                         10 East South Temple
                                         Salt Lake City, Utah 84133
                                         Attention: T. Richard Davis

      Trustor:                           Evans & Sutherland Computer Corporation
                                         600 Komas Drive
                                         Salt Lake City, Utah 84108
                                         Attn: Chief Financial Officer

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

      With copies to:                    Snell & Wilmer, L.L.P. Law Offices
                                         15 West South Temple, Suite 1200
                                         Gateway Tower West
                                         Salt Lake City, Utah 84101
                                         Attn: Brian D. Cunningham

Such  addresses  may be changed by notice to the other  party  given in the same
manner provided in this Section.

         12.2 Severability. If any provision of this Trust Deed shall be held or
deemed to be or shall, in fact, be illegal,  inoperative, or unenforceable,  the
same shall not affect any other provision or provisions  contained in this Trust
Deed or render the same invalid,  inoperative,  or  unenforceable  to any extent
whatever.

<PAGE>

         12.3 Amendments, Changes, and Modifications. This Trust Deed may not be
amended, changed,  modified,  altered, or terminated without the written consent
of Beneficiary.

         12.4  Governing  Law. This Trust Deed shall be governed  exclusively by
and construed in accordance with the applicable laws of the State of Utah.

         12.5  Interpretation.  Whenever the context shall include the singular,
the whole shall  include any part  thereof,  and any gender  shall  include both
other  genders.  The  section  headings  contained  in this  Trust  Deed are for
purposes of reference only and shall not limit,  expand, or otherwise affect the
construction of any provisions hereof.

         12.6 Binding Effect.  This Trust Deed shall be binding upon Trustor and
Trustor's successors and assigns.  This Trust Deed shall inure to the benefit of
Beneficiary, and Beneficiary's successors and assigns, and the holders of any of
the Obligations secured hereby.

         12.7  Waivers.  No delay or  failure  to  exercise  any  right or power
accruing  upon any Event of  Default,  including  Beneficiary  requiring  strict
performance by Trustor of any undertakings,  agreements,  or covenants contained
in this Trust Deed,  shall  impair any such right or power or shall be construed
to be a waiver  thereof,  including  the right to demand strict  compliance  and
performance, but any such right and power may be exercised from time to time and
as often as may be deemed  expedient.  Any waiver by Beneficiary of any Event of
Default  under this  Trust  Deed  shall not waive or affect  any other  Event of
Default hereunder,  whether such Event of Default is prior or subsequent thereto
and  whether  of the  same  or a  different  type.  None  of  the  undertakings,
agreements,  or covenants of Trustor  under this Trust Deed,  shall be deemed to
have  been  waived  by  Beneficiary,  unless  such  waiver  is  evidenced  by an
instrument  in writing  signed by an  officer of  Beneficiary  and  directed  to
Trustor specifying such waiver.

         12.8 Successor Trustee.  Beneficiary may appoint a successor trustee at
any time by filing for record in the office of the County Recorder of the county
wherein the Property is located,  a substitution  of trustee.  From the time the
substitution  is filed for  record,  the new  Trustee  shall  succeed to all the
powers, duties,  authority and title of Trustee. Each such substitution shall be
executed and  acknowledged,  and notice thereof shall be given and proof thereof
made in the manner provided by law.

         12.9  Acceptance of Trust.  Trustee  accepts this Trust when this Trust
Deed,  duly  executed and  acknowledged,  is made a public record as provided by
law.  Trustee is not  obligated  to notify any party  hereto of any pending sale
under any other  deed of trust or any  action or  proceeding  in which  Trustor,
Beneficiary, or Trustee shall be a party, unless brought by Trustee.

         12.10  Attorneys'  Fees  and  Expenses.  Trustor  agrees  to  reimburse
Beneficiary for any reasonable  attorneys'  fees and costs actually  incurred by
Beneficiary  with respect to any bankruptcy or insolvency  proceeding,  or other
action  involving  Trustor or any  guarantor as a debtor.  Trustor  additionally
agrees  to pay all  reasonable  costs  and  out-of-pocket  expenses,  including,
without  limitation,  (a)  reasonable  attorneys  fees and legal  expenses,  (b)
transportation  and storage costs,  (c) advertising of sale of the Trust Estate,
(d) sale  commissions,  (e) sales tax, (f) costs for  improving or repairing the
Trust Estate, and (g) costs for preservation and protection of the Trust Estate,

<PAGE>

incurred by  Beneficiary  in obtaining  possession of Trust Estate,  storage and
preparation  for sale,  sale or other  disposition,  and  otherwise  incurred in
foreclosing  upon the Trust  Estate.  Any and all such  costs and  out-of-pocket
expenses shall be payable by Trustor upon demand, together with interest thereon
from the date of the advance until repaid,  both before and after  judgment,  at
the rate provided in the Note.

         Regardless  of any  breach  or  default,  Trustor  agrees  to  pay  all
expenses,  including reasonable  attorneys fees and legal expenses,  incurred by
Beneficiary in any bankruptcy  proceedings  of any type involving  Trustor,  the
Trust  Estate,  or this Trust  Deed,  including,  without  limitation,  expenses
incurred  in  modifying  or lifting the  automatic  stay,  determining  adequate
protection, use of cash collateral, or relating to any plan of reorganization.

         12.11 Request for Notice. Trustor requests that a copy of any notice of
default and of any notice of sale  hereunder be mailed to Trustor at the address
for Trustor specified in Section 12.1 of this Trust Deed.

         12.12 Limitation on Damages.  Beneficiary and its officers,  directors,
employees,  representatives,  agents,  and  attorneys,  shall  not be  liable to
Trustor or any Guarantor for  consequential  damages arising from or relating to
any breach of contract,  tort, or other wrong in connection  with or relating to
this Trust Deed or the Trust Estate.

         12.13 Preferential  Transfers.  If the incurring of any debt by Trustor
or the payment of any money or transfer  of  property  to  Beneficiary  by or on
behalf of  Trustor  or any  Guarantor  should  for any  reason  subsequently  be
determined  to be  "voidable"  or  "avoidable"  in whole or in part  within  the
meaning  of any  state  or  federal  law  (collectively  "voidable  transfers"),
including, without limitation,  fraudulent conveyances or preferential transfers
under the United States  Bankruptcy  Code or any other federal or state law, and
Beneficiary is required to repay or restore any voidable transfers or the amount
or any portion thereof,  or upon the advice of Beneficiary's  counsel is advised
to do so, then, as to any such amount or property repaid or restored,  including
all  reasonable  costs,  expenses,  and attorneys  fees of  Beneficiary  related
thereto,  the  liability of Trustor and  Guarantor,  and each of them,  and this
Trust Deed, shall  automatically  be revived,  reinstated and restored and shall
exist as though the voidable transfers had never been made.

         12.14  Survival.  All  agreements,   representations,   warranties  and
covenants made by Trustor shall survive the execution and delivery of this Trust
Deed,  the filing and  consummation  of any  bankruptcy  proceedings,  and shall
continue in effect so long as any obligation to Beneficiary contemplated by this
Trust Deed is outstanding  and unpaid,  notwithstanding  any termination of this
Trust Deed. All  agreements,  representations,  warranties and covenants in this
Trust Deed shall run with the land, shall bind the party making the same and its
heirs and successors,  and shall be to the benefit of and be enforceable by each
party for whom made and their respective heirs, successors and assigns.

         12.15  Defined  Terms.  Unless  otherwise  defined in this Trust  Deed,
capitalized  terms  hereinafter  used have the  meanings  given them in the Loan
Agreement.

<PAGE>

         DATED: March 31, 2000.

                             TRUSTOR

                             EVANS & SUTHERLAND COMPUTER CORPORATION,
                             a Utah corporation


                             By:      /S/ R. GAYNOR
                                     Richard J. Gaynor
                                     Vice President and Chief Financial Officer




STATE OF UTAH     )
                                            : ss.
COUNTY OF SALT LAKE        )

         The foregoing instrument was acknowledged before me this 31 day of May,
2000, by Richard J. Gaynor,  Vice President and Chief Financial Officer of Evans
& Sutherland Computer Corporation, a Utah corporation.


                                  NOTARY PUBLIC

My Commission Expires:     Residing At:





<PAGE>


                                    EXHIBIT A

                            REAL PROPERTY DESCRIPTION


         The real property located in Salt Lake County,  State of Utah, and more
particularly described as follows:

                            [SEE ATTACHED EXHIBIT A]