LOAN AGREEMENT


         This Loan  Agreement  (the  "Agreement")  is made and entered into this
31st day of May,  2000,  by and between  Zions First  National  Bank, a national
banking association  ("Lender") and Evans & Sutherland Computer  Corporation,  a
Utah corporation ("Borrower").

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

                                    ARTICLE 1

                                   DEFINITIONS

         1.1 Defined Terms.  When used in this  Agreement,  the following  terms
shall have the following meanings:

                  1.1.1 "Appraisal" means the appraisal of the Property prepared
by an appraiser and showing a value for the Property acceptable to Lender.

                  1.1.2  "Assignment  of Ground  Lease" means the  Assignment of
Tenant's  Interest  in Ground  Lease for  Security  dated the  Closing  Date and
entered into in connection with the Loan.

                  1.1.3  "Assignment  of Leases" means the  Assignment of Leases
dated the Closing Date and entered into in connection with the Loan.

                  1.1.4  "Building 540 Ground  Lease" means the 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 Borrower, as lessee,  wherein
Ground  Lessor  leases  a  portion  of the  Property  known as  Building  540 to
Borrower.

                  1.1.5  "Building 560 Ground  Lease" means the 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
dated December 31, 1990, all entered into between Ground Lessor, as lessor,  and
Borrower,  as lessee,  wherein  Ground  Lessor  leases a portion of the Property
known as Building 560 to Borrower.

                  1.1.6  "Building 580 Ground  Lease" means the 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

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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 Borrower,  as lessee,
wherein  Ground Lessor leases a portion of the Property known as Building 580 to
Borrower.

                  1.1.7  "Building 600 Ground  Lease" means the 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
Borrower,  as lessee,  wherein  Ground  Lessor  leases a portion of the Property
known as Building 600 to Borrower.

                  1.1.8  "Building 650 Ground  Lease" means the 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  Borrower,  as
lessee, wherein Ground Lessor leases a portion of the Property known as Building
650 to Borrower.

                  1.1.9  "Building 770 Ground  Lease" means the 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
Borrower,  as lessee,  wherein  Ground  Lessor  leases a portion of the Property
known as Building 770 to Borrower.

                  1.1.10  "Building 790 Ground Lease" means the Lease  Agreement
dated  December  31, 1990 entered into between  Ground  Lessor,  as lessor,  and
Borrower,  as lessee,  wherein  Ground  Lessor  leases a portion of the Property
known as Building 790 to Borrower.

                  1.1.11  "Closing  Date" means the date of this  Agreement  set
forth in the first paragraph on the first page of this Agreement.

                  1.1.12  "Collateral"  means the property  described in Section
2.4 of this Agreement as collateral for the Loan.

                  1.1.13 "Environmental  Compliance Audit" means an audit of the
Project for the purpose of determining whether Borrower's use of the Project and
the Project are in  substantial  compliance  with all  applicable  Environmental
Laws. The audit shall include,  without  limitation,  (i) a determination of all
environmental  registrations  and notices  required to be filed by Borrower with
respect to the  Project,  (ii) a  determination  of all  permits  and  approvals
required to be obtained or  maintained  by Borrower with respect to the Project,
(iii) an  examination  of the Project to  determine  whether  there has been any
disposal of Hazardous  Materials on or under the Project or any other  violation
of any applicable  Environmental Law affecting  Borrower's use of the Project or
the Project which requires  remediation to be in compliance  with  Environmental
Laws in effect  as of the date of the  audit,  and (iv) a review  of  Borrower's
facilities,  records,  policies,  procedures and ongoing operations to determine
whether  Borrower's  operations are being  conducted in full compliance with all
applicable Environmental Laws.

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                  1.1.14  "Environmental  Compliance Audit  Certificate" means a
certificate  addressed  to  the  Lender  issued  by  a  competent,   independent
environmental consultant acceptable to the Lender certifying that the consultant
has completed an Environmental Compliance Audit of Borrower's use of the Project
and the Project,  and that,  except as otherwise  disclosed in the Environmental
Report,  (i) as of the effective date of the certificate,  Borrower's use of the
Project  and the  Project  are in  substantial  compliance  with all  applicable
Environmental Laws, (ii) there has been no known disposal of Hazardous Materials
at, in, on or under the Project which  requires  remediation to be in compliance
with  Environmental Laws in effect as of the date of the audit, and (iii) in the
consultant's opinion after due inquiry,  there is no basis for the consultant to
recommend  or  require  further  investigation  or testing  with  respect to any
suspected or possible disposal of Hazardous Materials at the Project.

                  1.1.15 "Environmental Laws" means all federal, state and local
laws  and  ordinances  pertaining  to  the  generation,  manufacture,  refining,
recycling,  treatment,  handling,  use,  storage,  transportation,  disposal and
cleanup of hazardous,  radioactive,  reactive,  flammable,  infectious, toxic or
dangerous  substances or materials or the  protection of public health or of the
environment,  including  without  limitation,  the  Comprehensive  Environmental
Response,  Compensation  and  Liability Act of 1980 (42 U.S.C.  ss.ss.  9601, et
seq.);  the Resource  Conservation  and  Recovery Act of 1976 (42 U.S.C.  ss.ss.
6901, et seq.);  the Toxic  Substances  Control Act (15 U.S.C.  ss.ss.  2601, et
seq.);  the Clean Air Act (42  U.S.C.ss.ss.  7401,  et seq.);  the Federal Water
Pollution Control Act (33 U.S.C.  ss.ss. 1251, et seq.); the Safe Drinking Water
Act (42 U.S.C.  ss.ss.300(f) et seq.); the Hazardous Material Transportation Act
(49 U.S.C.  ss.ss.  1801,  et seq.);  the  Federal  Insecticide,  Fungicide  and
Rodenticide  Act (7 U.S.C.  ss.ss.  136 et seq.);  the  Occupational  Safety and
Health Act (29 U.S.C.  ss.ss.651 et seq.); and any similar state law,  including
all amendments thereto and all regulations promulgated  thereunder,  and further
including  the  conditions  and  requirements  of  all  permits  and  regulatory
approvals issued thereunder.

                  1.1.16   "Environmental   Report"   means   individually   and
collectively  (i)  the  environmental   sensitivity  questionnaire  prepared  by
Borrower and delivered to Lender in connection  with the Property,  and (ii) any
environmental reports acceptable to Lender prepared by an environmental engineer
acceptable to Lender and delivered to Lender in connection with the Property.

                  1.1.17 "Event of Default" has the meaning set forth in Article
6 of this Agreement.

                  1.1.18  "Ground  Lease"  means  collectively  the Building 540
Ground Lease,  the Building 560 Ground Lease, the Building 580 Ground Lease, the
Building  600 Ground  Lease,  the Building  650 Ground  Lease,  the Building 770
Ground Lease, and the Building 790 Ground Lease.

                  1.1.19  "Ground Lease Estoppel  Certificate"  means the Ground
Lease  Estoppel  Certificate  and Consent dated the Closing Date and executed by
Ground Lessor in connection with the Loan.

                  1.1.20  "Ground  Lessor" means the  University of Utah, a body
corporate and politic.

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                  1.1.21  "Hazardous  Materials" means (a) "hazardous  waste" as
defined by the Solid Waste Disposal Act, as amended by the Resource Conservation
and Recovery Act of 1976 (42 U.S.C. Section 6901 et seq.),  including any future
amendments  thereto,  and  regulations  promulgated  thereunder;  (b) "hazardous
substance" as defined by the Comprehensive Environmental Response,  Compensation
and Liability Act of 1980 (42 U.S.C. Section 9601 et seq.), including any future
amendments thereto, and regulations  promulgated  thereunder;  (c) asbestos; (d)
polychlorinated  biphenyls;  (e)  underground  storage  tanks,  whether empty or
filled or partially filled with any substance; (f) any substance the presence of
which is or becomes prohibited by any federal,  state, or local law,  ordinance,
rule, or  regulation;  and (g) any hazardous or toxic  substance,  material,  or
waste  which  under any  federal,  state,  or local  law,  ordinance,  rule,  or
regulation requires special handling or notification in its collection, storage,
treatment  or  disposal,  and any matter or  material  defined  as a  "Hazardous
Material", or other similar term, under the Ground Lease.

                  1.1.22  "Leases" has the meaning  described in Section 4.10 of
this Agreement.

                  1.1.23  "Loan"  means the loan  described in Article 2 of this
Agreement made by Lender to Borrower pursuant to the Loan Documents,  which Loan
is in the amount of the Principal Amount.

                  1.1.24 "Loan Documents" means this Agreement,  the Note, Trust
Deed,  Assignment of Leases,  and any other documents,  whether now or hereafter
existing, executed in connection with the Loan.

                  1.1.25 "Loan Fee" means the loan fees described in Section 2.3
of this Agreement.

                  1.1.26 "Maturity Date" means March 30, 2001, the date on which
the Principal  Indebtedness and all accrued and unpaid interest shall be due and
owing.

                  1.1.27 "Note" means the Promissory Note dated the Closing Date
and executed in connection with the Loan.

                  1.1.28   "Permitted   Encumbrances"   means   the   liens  and
encumbrances  that have been approved by Lender to appear as exceptions to title
in the Title Policy, pursuant to Lender's escrow instruction letter to the Title
Company executed in connection with the Loan and delivered to the Title Company,
and any other title matters approved by Lender in writing during the term of the
Loan.

                  1.1.29  "Principal   Amount"  means  Fifteen  Million  Dollars
($15,000,000.00).

                  1.1.30  "Principal  Indebtedness"  means the Principal  Amount
together  with any  additional  advances,  if any,  and any  additional  amounts
advanced by Lender, if any, pursuant to the Loan Documents.

                  1.1.31   "Project"  means  the  Property   together  with  all
improvements on the Property, including all buildings.

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                  1.1.32 "Property" means the leasehold  interest of Borrower in
that certain real property  located in Salt Lake County,  State of Utah, as that
property is described on the attached Exhibit A which is incorporated  into this
Agreement by this reference.

                  1.1.33  "SNDA" means any  Subordination,  Non-Disturbance  and
Attornment  Agreement  satisfactory  in form and content to Lender and  Lender's
counsel, from each tenant holding a leasehold interest in all or any part of the
Project.

                  1.1.34  "Title  Commitment"  means  the  commitment  for title
insurance described in Section 4.2 of this Agreement.

                  1.1.35   "Title  Company" means  Landmark  Title  Company,
whose address is Plaza 7-21, 675 East 2100 South, Suite 200, Salt Lake City,
Utah 84106.

                  1.1.36   "Title  Policy"  means the policy of title  insurance
described in Section 5.10 of this Agreement.

                  1.1.37 "Trust Deed" means the Term Loan Trust Deed, Assignment
of Rents,  Security  Agreement  and Fixture  Filing  dated the Closing  Date and
entered into in connection with the Loan which encumbers the Property.

                  1.1.38 "UCC-1  Financing  Statement"  means  collectively  the
UCC-1 Financing Statements dated the Closing Date and entered into in connection
with the Loan.

                                    ARTICLE 2
                            AMOUNT AND TERMS OF LOAN

         2.1 Nature and  Duration of Loan.  The Loan shall be a  revolving  loan
payable in full upon the date and upon the terms and conditions  provided in the
Note.  Lender  and  Borrower  intend  the Loan to be in the  nature of a line of
credit under which  Borrower may repeatedly  draw funds on a revolving  basis in
accordance  with the terms and  conditions of this  Agreement and the Note.  The
right of Borrower to draw funds and the  obligation  of Lender to advance  funds
shall not  accrue  until all of the  conditions  set forth in  Article 4 of this
Agreement  (except  as  otherwise  specified  in  Sections  4.4  and 4.5 of this
Agreement) have been fully satisfied,  and shall terminate:  (a) upon occurrence
of an Event of  Default,  or (b)upon  maturity  of the Note,  unless the Note is
renewed or  extended by Lender in which case such  termination  shall occur upon
the  maturity  of the  final  renewal  or  extension  of  the  Note.  Upon  such
termination,  at the  election of Lender,  any and all  amounts  owing to Lender
pursuant to the Note and this  Agreement  shall  thereupon be due and payable in
full.

         2.2 Interest  Rate and  Payment.  The Loan shall be payable on the date
and upon the terms and  conditions  set forth in the Note.  Borrower  and Lender
agree that if any of the financial covenants for Tier I financing,  as set forth
in Section  5.15 of this  Agreement,  are not fully and timely met, the interest
rate  set  forth in the  Note  shall be  increased  pursuant  to the  terms  and
conditions  set  forth in the Note  until  such  time,  if ever,  that  Borrower
complies with all of said Tier I financing covenants.

         2.3      Loan Fees.

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<PAGE>

                  2.3.1  Origination Fee.  Borrower agrees to pay to Lender from
the Loan proceeds,  as a non-refundable  fee for originating the Loan, an amount
equal to Three Hundred Thousand Dollars  ($300,000.00),  which sum is to be paid
on the Closing Date.

                  2.3.2  Quarterly  Fees.  If Borrower  fails to fully or timely
meet any of the financial covenants for Tier I financing as set forth in Section
5.15 of this Agreement,  Borrower shall pay to Lender from the Loan proceeds, as
a  non-refundable  fee, an amount equal to one-half of one percent (.50%) of the
Committed Amount within ten (10) days following  Lender's  delivery of a written
notice of assessment  of such fee  following the end of each quarter  during the
term of the Loan during which time the Tier I financial  covenants were not met.
"Committed  Amount"  shall mean the full amount of the Note then  disbursed  and
outstanding  at the end of each quarter,  as well as those amounts still held by
Lender and intended to be disbursed pursuant to the terms and conditions of this
Agreement.

         2.4 Collateral. In addition to all other collateral described in any of
the Loan Documents, the Loan shall be secured by the following documents and all
of  the   collateral   described  in  each  of  the  following   documents  (the
"Collateral"):

                  2.4.1    Trust Deed.  The Trust Deed.

                  2.4.2    Assignment of Ground Lease.  The Assignment of Ground
Lease.

                  2.4.3    Assignment of Leases.  The Assignment of Leases.

                  2.4.4    UCC-1 Financing Statement.  The UCC-1 Financing
Statement.

         2.5 Business Credit Card Obligations. In addition to the Loan, Borrower
shall grant to Lender a security  interest in the  Collateral to secure the full
and timely  performance of all business  credit card  obligations  heretofore or
hereafter  undertaken  by Borrower in favor of Lender  pursuant to all  business
bank card  accounts  issued by Lender to, at the  request of, or for the benefit
of, Borrower.

         2.6 Letter of Credit  Facility.  Borrower is  authorized to utilize the
Loan for the  purpose of  obtaining  the  issuance of one or more  letter(s)  of
credit  by  Lender,   up  to  an  aggregate  amount  of  Seven  Million  Dollars
($7,000,000)  for use in Borrower's  business  operations.  Upon issuance of any
letter of credit and continuing until the  cancellation or termination  thereof,
Lender shall reserve the amount of the letter of credit from the Loan  proceeds,
which  reserved  amount  shall  not be  available  for other  Borrower  draws or
advances,  whether  or not any claim is  actually  made  against  the  letter of
credit.  Any  amount  reserved  for a letter of credit  facility  shall not bear
interest  unless and until any  amounts  are drawn  thereon and then only to the
extent of said  draws.  In  addition  to any fees  assessed  under the Letter of
Credit  Reimbursement  Agreement to be executed by Borrower with issuance of any
letter of credit,  Borrower  shall pay to Lender a fee upon the  issuance of any
letter of credit which shall be calculated as follows:

                  (a) If  Borrower  has  fulfilled  all of the Tier I  financial
         covenants  set  forth  in  Section  5.15  of  this  Agreement  for  the
         immediately  preceding  quarter,  Borrower shall pay a fee equal to two
         percent (2%) per annum of the amount of said letter of credit.

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<PAGE>

                  (b) If  Borrower  has  failed  to  fulfill  all of the  Tier I
         financial covenants set forth in Section 5.15 of this Agreement for the
         immediately  preceding quarter,  Borrower shall pay a fee equal to four
         and one-half  percent  (4.5%) per annum of the amount of said letter of
         credit.

                  (c) If, having received the preferential pricing of the letter
         of  credit  issuance  fee,   Borrower   thereafter  fails  to  maintain
         compliance  with all Tier I  financial  covenants  set forth in Section
         5.15 of this  Agreement  in any future  quarter  during the term of the
         letter  of  credit,  Borrower  shall pay an  additional  fee of two and
         one-half  percent  (2.5%)  per annum of the  amount  of said  letter of
         credit.

         The  maturity of any letter of credit  issued  pursuant to this Section
2.6 may extend at the  election  of  Borrower  up to ninety (90) days beyond the
maturity  date of the Loan.  However,  any such  extension  shall not effect any
extension upon any other obligation or other covenant under taken by Borrower in
the Loan Documents,  except as specifically set forth in those certain documents
executed concurrently with the issuance of the letter of credit.

                                    ARTICLE 3

                         REPRESENTATIONS AND WARRANTIES

         Borrower makes the following representations and warranties to Lender:

         3.1  Organization  and  Qualification.  Borrower is a corporation  duly
organized  and  existing in good  standing  under the laws of the State of Utah.
Except as set forth on the attached  Exhibit B which is  incorporated  herein by
this reference,  Borrower is duly qualified to do business in each  jurisdiction
where the conduct of its business  requires  qualification,  except as where the
failure  to be so  qualified  would  not  have  a  material  adverse  effect  on
Borrower's  business.  Borrower  has the full  power  and  authority  to own its
properties and to conduct the business in which it engages and to enter into and
perform its obligations under the Loan Documents, and all agreements, documents,
obligations, and transactions contemplated by this Agreement.

         3.2 Authorization. The execution, delivery, and performance by Borrower
of  the  Loan  Documents  and  all  agreements,   documents,   obligations,  and
transactions  contemplated  by this Agreement  have been duly  authorized by all
necessary  action  on the  part  of  Borrower  and  are  not  inconsistent  with
Borrower's organizational documents or any resolution of the board of directors,
members, partners, or trustees, as the case may be, of Borrower, do not and will
not contravene  any provision of, or constitute a default under,  any indenture,
mortgage, contract, or other instrument to which Borrower is a party or by which
Borrower is bound, and that upon their execution and delivery the Loan Documents
will  constitute  legal,  valid,  and  binding  agreements  and  obligations  of
Borrower, enforceable in accordance with their respective terms.

         3.3 Pending Litigation.  There is no action, suit or proceeding pending
against or to the best of Borrower's knowledge, threatened, against or affecting
Borrower  or  the  Property,  in  any  court  of law or  equity  or  before  any
governmental or  quasi-governmental  instrumentality,  whether  federal,  state,
county or municipal,  which would  materially  and adversely  affect  Borrower's
ability to perform under the Loan Documents.

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<PAGE>

         3.4 Tax Returns.  To the best of  Borrower's  knowledge,  all state and
federal tax  returns  and  reports of Borrower  required by law to be filed have
been duly filed and all  material  taxes,  assessments,  and other  governmental
charges upon Borrower and upon Borrower's properties,  assets or income and upon
the Property, which are due and payable, have been paid and shall continue to be
so paid.

         3.5  Compliance  with  Laws.  The  Project  is in  compliance  with all
applicable environmental protection (including, without limitation, wetlands and
endangered species protection),  use and building codes,  planning,  subdivision
covenants,  conditions,  and restrictions  recorded against the Property,  laws,
regulations  and  ordinances,   including,  without  limitation  to  the  extent
applicable,  the Miller Act (40 USC Section 270a and following), the Davis-Bacon
Act (40 USC Section 276a and following), and all other federal law applicable to
federal  projects,  and Borrower has no knowledge or notice of any  violation of
any  laws,  ordinances,  codes,  requirements  or  orders  of  any  governmental
instrumentality  having  jurisdiction  of  the  Property,   including,   without
limitation,  all applicable federal, state and local laws, rules, ordinances and
regulations  relating to the use, storage,  transportation,  and disposal of any
Hazardous  Materials on, in or under the Project,  and all  applicable  federal,
state and local laws, rules,  ordinances and regulations relating to wetlands or
endangered  species  protection and the effect of the development,  construction
and use of the Project on any wetlands or  endangered  species.  Borrower has no
knowledge  of  any  actions  or   proceedings   pending   before  any  court  or
administrative agency with respect to the validity of such laws, regulations and
ordinances or with respect to any certificates issued thereunder.

         3.6 Financial  Statements and Other Information.  Borrower has provided
Lender with copies of its audited financial  statements (the "Audited  Financial
Statements")   for  the  fiscal  year  ended  December  31,  1999.  The  audited
consolidated  financial  statements of Borrower  included in the Form 10-K filed
with the Securities and Exchange  Commission on March 30, 2000 (the "Form 10-K")
fairly present,  in conformity  with generally  accepted  accounting  principles
("GAAP") applied on a consistent basis, the consolidated  financial  position of
Borrower as at the dates thereof and the consolidated  results of its operations
and cash flows for the  periods  then  ended.  No  material  adverse  change has
occurred in the financial condition of Borrower reflected in the Form 10-K since
the dates thereof and no additional  borrowings  in excess of  $600,000.00  have
been  made by  Borrower  since  the  dates  thereof,  other  than the  borrowing
contemplated hereby. All other documents and information  delivered to Lender by
Borrower are accurate in all respects to Borrower's best knowledge.

         3.7 Hazardous Materials and Wetlands. No Hazardous Materials other than
as set forth in the  Environmental  Report are now located on the Property,  and
neither Borrower nor any other person has ever caused or permitted any Hazardous
Materials  to be  placed,  held,  located  or  disposed  of on,  under or at the
Property,  or any part thereof, in each case, except in full compliance with all
applicable   Environmental  Laws.  To  the  best  of  Borrower's  knowledge,  no
investigation,  administrative order, consent order and agreement, litigation or
settlement  with  respect  to  Hazardous  Materials  is  proposed,   threatened,
anticipated or in existence with respect the Property.  The  representations and
warranties  contained in this Section 3.7 shall survive the  reconveyance of the

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Trust Deed.  There are no wetlands on the  Property,  as wetlands are  regulated
pursuant to Section 404 of the Federal Water Pollution  Control Act (Clean Water
Act),  and the  regulations  promulgated  under  the  statute  or its  successor
statute.

         3.8 Title to  Property.  To the best of  Borrower's  actual  knowledge,
Ground  Lessor has good and  marketable  title to the  Property,  subject to the
terms and conditions of the Ground Lease.  Borrower has a leasehold  interest in
the Property under the Ground Lease, subject only to the Permitted Encumbrances.
The Property,  and any and all improvements  thereon,  are free and clear of all
liens and encumbrances, excepting the Permitted Encumbrances.

         3.9 Commission.  No brokerage or other fee,  commission or compensation
is to be paid by Lender,  and Borrower hereby indemnifies Lender against any and
all claims for  brokerage  fees or  commissions  which may be  asserted  against
Lender,  and hereby agrees to pay all expenses  incurred by Lender in connection
with the  defense  of any  action or  proceeding  brought  to  collect  any such
brokerage fees or commissions,  including but not limited to costs and attorneys
fees.

         3.10 Americans with  Disabilities Act. The Project is accessible to and
usable by persons with disabilities  pursuant to the accessibility  requirements
of  the  Americans  With  Disabilities  Act  (the  "Act"),  and  all  applicable
regulations  promulgated by the U.S.  Architectural and Transportation  Barriers
Compliance Board, by the U.S. Department of Justice, and by all other applicable
agencies. The Project will comply with all accessibility requirements of the Act
and   regulations,   together  with  the  requirements  of  the  Americans  With
Disabilities Act Accessibility Guidelines for Buildings and Facilities.

                                    ARTICLE 4

                      CONDITIONS PRECEDENT TO DISBURSEMENT

         As a  condition  precedent  to  the  first  disbursement  of  any  Loan
proceeds,  all of the following conditions must be fully satisfied as determined
by Lender, in Lender's sole discretion:

         4.1  Authority.  Borrower has  delivered to Lender a copy of Borrower's
organizational  documents,   together  with  all  amendments,  and  an  original
officer's certificate regarding the resolutions of Borrower's Board of Directors
which is acceptable to Lender.  Borrower also has delivered to Lender such other
evidence of Borrower's good standing and authority as Lender may request.

         4.2  Title  Commitment.  Borrower  has  delivered  to  Lender a current
commitment  for title  insurance  No.  24036 on March 20,  2000,  which has been
deemed  satisfactory  to Lender,  in Lender's sole  discretion,  respecting  the
Project from the Title Company on a current ALTA  extended  form coverage  basis
which is acceptable  to Lender (the "Title  Commitment").  The Title  Commitment
shall have  attached  copies of all  instruments  which appear as  exceptions to
title in the  Title  Commitment.  The  Title  Commitment  shall  also  include a
judgment search respecting  Borrower and any other party that holds title to all
or any portion of the Project.

         4.3 Opinion of Counsel.  If required by Lender,  Borrower has delivered
to Lender an opinion from Borrower's counsel in form and content satisfactory to
Lender.

                                       9
<PAGE>

         4.4  Appraisal.  Borrower  shall deliver the Appraisal to Lender within
ninety (90) days after the Closing Date.  The  Appraisal  shall be prepared by a
certified general M.A.I. appraiser satisfactory to Lender.

         4.5  Environmental  Report.  Borrower  shall  deliver to Lender  within
ninety (90) days after the Closing Date, the Environmental  Report  satisfactory
to Lender  evidencing  that there is no  Hazardous  Material on the Property and
certifying  that  the  Property  will  not  be  affected  by  any  environmental
regulations or ordinances of any municipal or state agency or board.

         4.6 Delivery of Loan Documents.  All of the Loan Documents requested by
Lender have been fully executed and the original executed documents delivered to
Lender.

         4.7 Recording and Filing of Loan  Documents.  All of the Loan Documents
which require  filing or recording have been properly filed and recorded so that
all of the liens and security interests granted to Lender in connection with the
Loan will be properly  created and perfected and be first  priority liens on the
Collateral.
         4.8 First Lien on Collateral.  The Trust Deed and other applicable Loan
Documents  shall  constitute and create a valid first lien upon the  Collateral,
free of any prior mechanic's liens or materialmen's liens or special assessments
for work completed or under  construction on or before the Closing Date, subject
only to the Permitted Encumbrances.

         4.9  Ground   Lease.   Borrower  has  provided   Lender  with  evidence
satisfactory  to Lender  that the  Ground  Lease is in full force and effect and
that no default has occurred  under the Ground Lease and no events have occurred
nor do any  conditions  exist  which with the giving of notice,  the  passage of
time, or both, would  constitute a default under the Ground Lease.  Borrower has
delivered to Lender the fully executed  Ground Lease Estoppel  Certificate  from
Ground Lessor.

         4.10 Leases.  Borrower has entered into binding and enforceable  leases
for all or a portion  of the  Project  upon  terms and in a form  acceptable  to
Lender,  in Lender's sole discretion  (the "Leases").  Borrower has delivered to
Lender a copy of all Leases and evidence  satisfactory to Lender that the Leases
are in full force and effect and no event has occurred or condition exists which
with the passage of time,  the giving of notice,  or both,  would  constitute  a
default under any of the Leases.

                                    ARTICLE 5

                              COVENANTS OF BORROWER

         Borrower agrees and covenants with Lender as follows:

         5.1 Assignment.  Borrower shall not,  without the prior written consent
of Lender,  mortgage,  assign, convey, transfer, sell or otherwise dispose of or
encumber the  Project,  Borrower's  interest in the Project,  or any part of the
Project, or the income to be derived from the Project.

                                       10
<PAGE>

         5.2 Right of Inspection.  Lender or Lender's  agents shall at all times
during the term of the Loan and at  Borrower's  expense  have the right of entry
upon and have free  access to the  Project  and have the  right to  inspect  all
books, contracts and records of Borrower relating thereto.

         5.3  Insurance.  Borrower  shall provide and  maintain,  or cause to be
provided and maintained,  at all times,  the insurance  policies  required to be
provided  and  maintained  pursuant  to the  Ground  Lease,  and  the  following
insurance policies:

                  5.3.1 Liability Insurance. Bodily injury and general liability
insurance  with a single  limit  per  accident  or  occurrence  of not less than
$1,000,000.00 acceptable to Lender insuring against any and all liability of the
insured  with respect to the Project or arising out of the  maintenance,  use or
occupancy thereof.

                  5.3.2 Property Hazard Insurance.  Multi-peril  property damage
insurance,  including, without limitation, fixtures and personal property to the
extent they are maintained on the Property,  and providing,  as a minimum,  fire
and extended  coverage  (including all perils  normally  covered by the standard
"all risk"  endorsement,  if such is available) on a full replacement cost basis
in an  amount  not less than 100% of the  insurable  value of the  improvements,
exclusive of the Property,  foundations  and other items normally  excluded from
coverage (based upon current replacement cost), with a single limit per accident
or occurrence of not less than $1,000,000.00.

                  5.3.3 Worker's Compensation  Insurance.  Worker's compensation
insurance  against  liability from claims of worker's with respect to and during
the period of any work on or about the  Property.  Borrower  shall  require  the
Contractor and each of Borrower's subcontractors employed to perform work on the
Property to deliver a certificate of worker's  compensation  insurance  prior to
the commencement of any work on the Property.

                  5.3.4 Flood  Insurance.  Flood  insurance  covering either the
Principal  Amount or the maximum  amount of  insurance  available,  whichever is
more, or in lieu of such flood insurance, evidence, satisfactory to Lender, that
no part of the  Project  is, or will be,  within an area  designated  as a flood
hazard area by the Federal Insurance  Administration,  Department of Housing and
Urban Development.

                  5.3.5  Policies  and  Premiums.   All  policies  of  insurance
required pursuant to this Section 5.3 shall be in form and substance  acceptable
to Lender and issued by insurance  companies  acceptable to Lender. No insurance
company shall be acceptable to Lender unless it has a company rating of not less
than "A" and a  financial  rating of not less than Class VII in the most  recent
edition of "Best's  Insurance  Reports".  All  policies  of  insurance  required
pursuant  to the  provisions  of this  Section  5.3  shall  contain  a  standard
"mortgagee  protection  clause",  shall have  attached a "lender's  loss payable
endorsement",  and shall name Lender as an additional  insured or loss payee, as
appropriate. All such policies shall contain a provision that such policies will
not be cancelled or materially amended by reduction of coverage by more than ten
percent (10%) without at least thirty (30) days prior written notice to Lender.

                                       11
<PAGE>

         If Lender consents to Borrower  providing any of the required insurance
through  blanket  policies  carried  by  Borrower  and  covering  more  than one
location, then Borrower shall cause the insurance company to deliver to Lender a
certificate  of  insurance  in the form ACORD 27 of such policy which sets forth
the  coverage,  the limits of  liability,  the name of the  carrier,  the policy
number,  expiration  date and a statement  that the  insurance  company will not
cancel or  materially  modify by  reduction of coverage by more than ten percent
(10%) the coverage  evidenced by the endorsement  without first affording Lender
at least thirty (30) days prior written  notice.  In the event Borrower fails to
provide,  maintain, keep in force or deliver to Lender the policies of insurance
required by this Section 5.3,  Lender may, but without any  obligation to do so,
procure such  insurance for such risks covering  Lender's  interest and Borrower
shall pay all premiums thereon promptly upon demand by Lender. If Borrower fails
to pay any premiums  after demand by Lender,  Lender,  at Lender's  option,  may
advance any sums necessary to maintain and to keep in force such insurance.  Any
sums so advanced,  together  with interest on such sums at the then current rate
under the Note, shall be secured by the Trust Deed.

         Borrower  shall deliver to Lender a copy of the original of each of the
policies of insurance that Borrower is required to obtain and maintain, or cause
to be provided and maintained, under this Agreement.

         5.4 Repair and  Restoration.  If the  Project  is  partially  or wholly
damaged or destroyed by fire or any other cause, and (a) all insurance  proceeds
received by Lender  together with any cash funds delivered by Borrower to Lender
are  sufficient to fully restore and repair the Project as determined by Lender,
in Lender's sole discretion, and (b) Borrower is not in default under any of the
Loan  Documents,  Lender shall  disburse  such  proceeds in the manner  provided
herein for the  disbursement of the proceeds of the Loan toward the cost of such
restoration and repair.  If Lender  determines that such proceeds  together with
any cash funds  provided  by  Borrower  are  insufficient  to fully  restore the
Project,  Lender will apply any sums received by Lender under this Section first
to the payment of all of Lender's costs and expenses  (including but not limited
to legal fees and costs) incurred in obtaining those sums, and then, in Lender's
sole  discretion  and without  regard to the  adequacy of its  security,  to the
payment  of the  Loan.  If the  amount  of such  proceeds  exceeds  the  cost of
restoration  of the  Project,  Lender  shall  apply the excess  proceeds  to the
payment of the Loan.  If the  proceeds  of  insurance  are used to  restore  the
Project  and if the total  estimated  cost to restore  the  Project  exceeds the
amount of the proceeds of insurance,  Borrower  shall deliver to Lender prior to
any  disbursement  of the  proceeds  of  insurance,  an  amount  equal  to  such
difference  in  cash or cash  equivalents  satisfactory  to  Lender.  After  all
obligations of Borrower  under the Loan  Documents have been paid in full,  then
all proceeds in excess of such obligations will be paid to Borrower.

         5.5 Taxes and  Impositions.  Borrower  shall promptly pay and discharge
all lawful federal and state taxes and  assessments  imposed upon the Project or
upon Borrower  before they become past due and delinquent in accordance with the
procedures and upon the terms set forth in the Trust Deed.

         5.6  Hazardous  Materials.  Borrower  shall  not  cause or  permit  any
Hazardous  Materials to be placed,  held, located or disposed of on, under or at
the Project or any part thereof which are in violation of any Environmental Laws
or  the  Ground  Lease.  Borrower  further  agrees  to  give  notice  to  Lender
immediately upon Borrower's  learning of the presence of any Hazardous Materials

                                       12
<PAGE>

on the Property, to promptly comply with any governmental requirements requiring
the removal,  treatment or disposal of such Hazardous Materials,  and to defend,
indemnify and hold harmless Lender from any and all liabilities,  claims, losses
or costs (including, without limitation attorneys' fees) which may now or in the
future be paid,  incurred  or  suffered  by or  asserted  against  Lender by any
person,  entity or governmental agency with respect to the presence of Hazardous
Materials on the Property or discharge of Hazardous Materials from the Property.
Borrower's  covenants  in this  Section  shall  survive  payment of the Loan and
foreclosure or other transfer of the Property.

         At any time  Lender,  in good  faith,  has reason to believe  Hazardous
Materials  have been  placed,  held,  located or disposed of on, under or at the
Property or any part thereof,  other than as stated in the Environmental Report,
and upon written request by Lender and at Borrower's cost and expense,  Borrower
shall  provide  Lender  with  an  Environmental  Compliance  Audit  Certificate,
effective  as of a date no earlier than the date of the notice.  Borrower  shall
certify  to Lender in writing  within  thirty  (30) days of the notice  that the
Project is in full  compliance  with  Environmental  Laws. In the event Borrower
fails or refuses  promptly to provide  Lender with an  Environmental  Compliance
Audit  Certificate  when required,  Lender may, at Borrower's  risk and expense,
arrange to obtain such a certificate. In the event the Project is in a condition
such that an  Environmental  Compliance  Audit  Certificate  cannot  be  issued,
Borrower  agrees,  at its own cost and expense,  to take all action necessary to
bring the Project into compliance  with all  Environmental  Laws,  including all
remediation and clean-up,  so an Environmental  Compliance Audit Certificate can
be issued.  Lender and any  consultant  retained by or for the benefit of Lender
shall have the right, without further permission from or notice to Borrower,  to
enter upon the Project for the purpose of performing any  examination or testing
required in order to provide such a certificate,  and Borrower shall provide the
consultant with reasonable access to Borrower's  records for such purposes.  Any
costs incurred by Lender in obtaining  such a certificate  shall be added to the
Principal  Indebtedness and shall be immediately due and payable, and shall bear
interest at the default rate provided in the Note from the date  incurred  until
paid by Borrower.

         5.7 No Disposition or Merger Without Lender's  Consent.  Borrower shall
not enter into any  merger  with any third  party,  or  otherwise  dispose of an
aggregate of more than ten percent (10%) of the total value of Borrower's assets
as of the date of  disposition  other than in the ordinary  course of Borrower's
business.

         5.8 Leases. Borrower shall not enter into any lease or leases of all or
any portion of the Project without the prior written consent of Lender. Borrower
shall  maintain all such leases  approved by Lender,  which shall be included in
the  definition  of  "Leases"  under this  Agreement,  in full force and effect.
Borrower shall notify Lender of any breach of any of the terms and conditions of
any of the Leases within fifteen (15) days of such breach.  Borrower agrees that
the Leases shall not be materially amended or modified without the prior written
consent of Lender.

         5.9 Financial Statements.  Borrower covenants that it shall timely file
with the Securities and Exchange  Commission any and all reports  required to be
filed pursuant to the Securities and Exchange Act of 1934, as amended, including
any  applicable  extension  period.  As to all financial  statements and reports
which  Borrower has furnished or may in the future  furnish to Lender,  Borrower

                                       13
<PAGE>

acknowledges  and  agrees  that it has a  fiduciary  duty to  ensure  that  such
statements and reports are accurate and complete.

         Until  requested  otherwise  by  Lender,  Borrower  shall  provide  the
following financial statements and reports to Lender:

                  5.9.1 Annual Reports. Furnish to Lender promptly following the
filing of such report with the Securities and Exchange  Commission (i) a copy of
Borrower's  Annual Report on Form 10-K for each fiscal year;  and (ii) copies of
any final management  letters or other final reports and schedules  submitted by
Borrower's  officers to  Borrower's  Board of  Directors,  which shall include a
consolidated  balance  sheet as of the end of such fiscal year,  a  consolidated
statement of income and a  consolidated  statement of cash flows of Borrower and
its subsidiaries  for such year,  setting forth in each case in comparative form
the figures from  Borrower's  previous  fiscal year,  all prepared in accordance
with  generally  accepted  accounting  principles  and  practices,  consistently
applied,  and audited by  nationally  recognized  independent  certified  public
accounts. If Borrower is no longer required to file Annual Reports on Form 10-K,
Borrower  shall,  within ninety (90) days  following the end of each  respective
fiscal year,  deliver to Lender a copy of such  balance  sheets,  statements  of
income and statements of cash flows.

                  5.9.2 Quarterly Reports.  Furnish to Lender promptly following
the filing of such report with the Securities and Exchange Commission, a copy of
each of  Borrower's  Quarterly  Reports  on Form  10-Q,  which  shall  include a
consolidated  balance sheet as of the end of the respective  fiscal  quarter,  a
consolidated  statement of income and  consolidated  statements of cash flows of
Borrower and its  subsidiaries  for the  respective  fiscal  quarter and for the
year-to-date,  setting forth in each case in  comparative  form the figures from
the  comparable  periods in Borrower's  immediately  preceding  fiscal year, all
prepared  in  accordance  with  generally  accepted  accounting  principals  and
practices (except as otherwise  permitted by Form 10-Q),  consistently  applied,
but all of which may be  unaudited.  If Borrower  is no longer  required to file
Quarterly  Reports on Form 10-Q,  Borrower  shall,  within  forty-five (45) days
following the end of each of the first three (3) fiscal  quarters of each fiscal
year, deliver to Lender a copy of such balance sheets,  statements of income and
statements of cash flows.

                  5.9.3 Monthly Reports.  Monthly financial statements,  limited
to an aging of payables and receivables,  prepared by Borrower for each calendar
month in a form  acceptable  to Lender,  shall be delivered to Lender within ten
(10) days of the end of each  month  during the term of the Loan.  The  complete
monthly financial statements shall be delivered to Lender within forty-five (45)
days of the end of each month  (excepting  sixty (60) days for December),  which
shall be prepared  consistently with accounting  standards acceptable to Lender,
and shall accurately  represent the actual financial condition of Borrower as of
the date thereof,  and  accurately  represent the results of operations  for the
period covered thereby.

                  5.9.4 Compliance Certificate. Concurrently with the submission
of the Form 10-Q, Borrower shall submit to Lender a compliance  certificate in a
form  acceptable to Lender  certifying  that Borrower is in compliance  with all
terms and conditions of this Agreement,  including compliance with the financial
covenants provided in this Section 5.9. The compliance certificate shall include
the data  and  calculations  supporting  all  financial  covenants,  whether  in
compliance  or  not,  and  shall  be  signed  by the  chief  executive  officer,
treasurer, or chief financial officer of Borrower.

                                       14
<PAGE>

         If any  financial  reports  required to be provided by this Section 5.9
are not timely provided to Lender, then there shall be immediately due and owing
from  Borrower  to  Lender a late  fee of  $100.00  per day for each  delinquent
financial  report,  which  late fee shall be  payable  in cash.  Nothing in this
Section 5.9 shall be construed to alter,  impair or infringe upon Lender's right
to  declare an Event of Default as  provided  in this  Agreement  or to alter or
extend the time limits for cure of a non-monetary default as provided in Article
6 of this Agreement.

         5.10  Title  Policy.  Within  ten (10)  days  after the  Closing  Date,
Borrower  shall  deliver to Lender a policy of title  insurance  on the Property
which shall (a) be an ALTA extended coverage mortgagee's policy, (b) show Ground
Lessor as the sole owner of  marketable,  fee simple  title to the  Property and
Borrower as the sole ground lessee of the  Property,  (c) be in the total amount
of the  Principal  Amount,  and  (d) be  issued  by a  title  insurance  company
satisfactory to Lender through the Title Company (the "Title Policy"). The Title
Policy shall insure that the Trust Deed is a valid first  mortgage  lien against
the Property and that the Property is free and clear of all liens,  encumbrances
and other  exceptions  to title,  except the Permitted  Encumbrances.  The Title
Policy  shall  include  such  additional  terms and  special  endorsements  upon
issuance  as may be  required  by  Lender,  including,  but not  limited  to,  a
foundation  endorsement  (CLTA  102.5 or its  equivalent)  to the  Title  Policy
showing no encroachments.

         5.11     Required Notices.  Borrower shall give Lender prompt written
notice of the following:

                  5.11.1 Any asserted litigation of any kind which might subject
Borrower to any  liability  in an aggregate  amount in excess of  $1,000,000.00,
whether covered by insurance or not and any litigation involving the Property.

                  5.11.2 All  complaints  and charges  made by any  governmental
agency  affecting the Property or exercising  supervision or control of Borrower
or Borrower's business which may impair the security of Lender.

                  5.11.3 Any acceleration of any other indebtedness  incurred by
Borrower.

                  5.11.4 Any event or  conditions  which  constitute an Event of
Default  or, with the  passage of time or the giving of notice,  or both,  would
constitute an Event of Default.

                  5.11.5 Any material adverse change in the financial  condition
of Borrower.

         5.12 Change of Business. Borrower shall not materially modify or change
the nature or type of its business without the prior written consent of Lender.

         5.13  Dividends  and Loans.  Borrower  shall not (a) declare or pay any
dividends except as are mandatorily  required on Borrower's preferred stock, (b)
purchase, redeem, retire or otherwise acquire for value any of its capital stock
now or hereafter  outstanding in excess of $2,000,000.00  for any year, (c) make
any distribution of assets to its  stockholders,  investors,  or equity holders,
whether  in cash,  assets,  or in  obligations  of  Borrower,  (d)  allocate  or
otherwise set apart any sum for the payment of any dividend or distribution  on,
or for the  purchase,  redemption,  or  retirement  of any shares of its capital

                                       15
<PAGE>

stock or equity interests in excess of  $2,000,000.00  for any year, or (e) make
any other  distribution  by  reduction of capital or otherwise in respect of any
shares of its capital stock or equity interests, in excess of $250,000.00. It is
expressly  agreed upon between  Borrower and Lender that this  covenant does not
apply to any distributions  made by Borrower to any of Borrower's  non-borrowing
subsidiaries.

         Borrower  shall not make any loans or pay any  advances  of any  nature
whatsoever to any person or entity,  except  advances in the ordinary  course of
business to vendors, suppliers, and contractors. This covenant does not apply to
any  loans or  advances  made by  Borrower  to any of  Borrower's  non-borrowing
subsidiaries.

         5.14 Restriction of Debt. Except for the Trust Deed, during the term of
the Loan,  Borrower  shall not,  without  the prior  written  consent of Lender,
create, incur, assume, or suffer to exist any debt or any encumbrance,  mortgage
or lien upon the Project  except as permitted by this Section  5.14.  Debt means
(1) indebtedness or liability for borrowed money;  (2) obligations  evidenced by
bonds, debentures,  notes, or other similar instruments; (3) obligations for the
deferred purchase price of property or services  (including trade  obligations);
(4)  obligations  as lessee under capital  leases;  (5) current  liabilities  in
respect  of  unfunded  vested  benefits  under  Plans  covered  by  ERISA;   (6)
obligations   under  letters  of  credit;   (7)  obligations   under  acceptance
facilities;  (8) all  guarantees,  endorsements  (other than for  collection  or
deposit in the ordinary course of business), and other contingent obligations to
purchase,  to provide funds for payment, to supply funds to invest in any person
or entity,  or otherwise to assure a creditor  against loss; and (9) obligations
secured by any mortgage,  deed of trust,  lien,  pledge, or security interest or
other charge or encumbrance  on property,  whether or not the  obligations  have
been assumed.

         Permitted  exceptions to this covenant  are: (1) debt  contemplated  by
this  Agreement;  (2) accounts  payable to trade creditors for goods or services
which are not aged more than ninety (90) days from the due date  (provided  that
the due date is not more than sixty (60) days after the original  invoice  date)
to the extent that such accounts  payable in excess of ninety (90) days past due
do not exceed  twenty-five  percent (25%) of the total accounts payable to trade
creditors;  (3) current  operating  liabilities  (other than for borrowed money)
which are not more than ninety (90) days past due, in each case  incurred in the
ordinary  course of  business,  as  presently  conducted,  and paid  within  the
specified time,  unless contested in good faith and by appropriate  proceedings;
(4) debt due not in excess  of  $2,000,000.00  and not to  exceed an  aggregate,
outstanding  principal  amount of  $2,000,000.00,  for  purchase  money  capital
leases;  and (5) draws  under the  letter  of credit or surety  bond  facilities
either heretofore  arranged or anticipated to be established with First Security
Bank  ($5,000,000.00)  and  AIG  Insurance  Company  ($10,000,000.00).   New  or
replacement  real  property  leases and  operating  leases  are exempt  from the
$2,000,000.00 limitation of this exception.

         5.15 Net  Earnings.  Borrower  shall  achieve  net after  tax  earnings
(losses)  in each  quarter  during the term of the Loan so that on a  cumulative
basis,  the net year to date profit (loss) shall not be less  (greater) than the
following amounts at each respective quarter end:

                                       16
<PAGE>

<TABLE>
<CAPTION>
         Tier                First Quarter         Second Quarter          Third Quarter         Fourth Quarter
                                 2000                   2000                   2000                   2000
------------------------ ---------------------- ---------------------- ---------------------- ----------------------
<S>                           <C>                    <C>                    <C>                    <C>
Tier I                        (3,750,000)            (3,000,000)            (1,750,000)             2,500,000
------------------------ ---------------------- ---------------------- ---------------------- ----------------------
Tier II                       (4,250,000)            (3,750,000)            (3,750,000)            (3,250,000)
------------------------ ---------------------- ---------------------- ---------------------- ----------------------
</TABLE>

         Borrower and Lender agree that if during any quarter of the term of the
Loan,  Borrower  fails to fully keep the  covenants  of Tier I financing  as set
forth in this  Section  5.15,  Borrower,  with  respect  to such  non-qualifying
quarter, shall be subject to the interest rate and quarterly fee assessments for
Tier II financing as set forth in Sections 2.2 and 2.3.2 of this  Agreement.  If
at any time during the term of the Loan,  Borrower fails to fully satisfy any of
the Tier II financial  covenants,  such violation  shall  constitute an Event of
Default  under  this  Agreement  and no  further  draws  under the Loan shall be
allowed.

         5.16 Net Working  Capital.  Borrower shall achieve and maintain minimum
Net  Working  Capital  at each  quarter  end of the year  2000 as  follows:  (i)
$90,000,000  for the first quarter,  (ii)  $90,000,000  for the second  quarter,
(iii)  $95,000,000 for the third quarter,  and (iv)  $100,000,000 for the fourth
quarter.  For purposes of this Section 5.16,  net working  capital is defined as
adjusted  current assets less current  liabilities.  Adjusted  current assets is
defined as current  assets less that portion of unbilled costs which exceeds the
maximum unbilled costs allowed in each quarter as shown below:

<TABLE>
<CAPTION>
                             First Quarter         Second Quarter          Third Quarter         Fourth Quarter
                                 2000                   2000                   2000                   2000
------------------------ ---------------------- ---------------------- ---------------------- ----------------------
<S>                          <C>                    <C>                    <C>                    <C>
Maximum Unbilled Costs        90,000,000             80,000,000             70,000,000             70,000,000
------------------------ ---------------------- ---------------------- ---------------------- ----------------------
</TABLE>


         5.17 Limitations on Advances Under the Note.  Notwithstanding  anything
to the  contrary  in this  Agreement,  the  Note,  or any other  Loan  Document,
Borrower and Lender agree as follows: (i) At no time during the term of the Loan
shall any advances be made, or total amounts  outstanding under the Loan, exceed
the amount of seventy percent (70%) of the gross trade accounts receivable owned
by Borrower,  excluding  any and all trade  accounts  receivable  of  Borrower's
subsidiaries and affiliates; and (ii) In no event shall the Loan to value ratio,
based on the Appraisal  value of the Property,  exceed the sum which is equal to
sixty percent (60%) of the Appraisal value of the Property.

                                    ARTICLE 6

                                EVENTS OF DEFAULT

         6.1 Event of  Default.  Fifteen  (15) days after  written  notice  from
Lender to Borrower  for  monetary  defaults  and thirty (30) days after  written
notice from Lender to Borrower 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 ("Event of Default")
under this Agreement:

                                       17
<PAGE>

                  6.1.1  Default  in  Payment.  If  Borrower  fails  to make any
payment due and payable under the terms of the Note, this Agreement or any other
Loan Document.

                  6.1.2   Representations   and   Warranties.   If  any  of  the
representations  and warranties  made by Borrower in this  Agreement,  or in any
other Loan Document,  shall be materially false or misleading at any time during
the term of the Loan.

                  6.1.3 Covenants.  If Borrower shall be in default under any of
the terms,  covenants,  conditions,  or obligations in this Agreement, or in any
other Loan Document,  including,  but not limited,  the financial  covenants set
forth in Sections 5.15 and 5.16 of this Agreement.

                  6.1.4 Cross  Default.  If a default occurs or any event occurs
or condition  exists,  which with the passage of time, the giving of notice,  or
both,  would  constitute a default,  occurs on any  indebtedness  of Borrower to
Lender under any note, indenture, agreement, or undertaking,  including, but not
limited to, Borrower's business bank cards.

                  6.1.5  Leases.  If a default  on the part of  Borrower  occurs
under any of the Leases, or any event occurs or condition exists, which with the
passage of time, the giving of notice, or both, would constitute a default under
any of the Leases.

                  6.1.6  Ground  Lease.  If any  default on the part of Borrower
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.

                  6.1.7   Dissolution.   If  Borrower   becomes   dissolved   or
terminated.

                  6.1.8  Receiver.  If a  receiver,  trustee,  or  custodian  is
appointed for any material part of Borrower's property,  or any material part of
Borrower's property is assigned for the benefit of creditors.

                  6.1.9 Impairment to Lien. If at any time the Trust Deed or any
other  applicable Loan Document  creating a lien on any of the Collateral may be
impaired  by any lien,  encumbrance  or other  defect  other than the  Permitted
Encumbrances.

                  6.1.10  Bankruptcy.  If a  petition  in  bankruptcy  is  filed
against  Borrower,  and such petition is not dismissed within one hundred twenty
(120) days of filing,  a petition  in  bankruptcy  is filed by  Borrower  or any
Guarantor  of the Loan or a receiver  or trustee of the  property of Borrower is
appointed;  or if Borrower files a petition for reorganization  under any of the
provisions  of the  Bankruptcy  Act or any law,  State or  Federal,  or makes an
assignment for the benefit of creditors or is adjudged insolvent by any State or
Federal Court of competent jurisdiction.

                  6.1.11  Judgment  or  Attachment.  If a  judgment  is  entered
against  Borrower  or  any  attachment  be  made  for an  amount  in  excess  of
$100,000.00  and such  judgment or  attachment  is not paid or  otherwise  fully
satisfied within thirty (30) days of the date it is entered,  or appealed to the
appropriate  appellate  court  and  obtains a stay  from the  execution  on said
judgment by the posting of a supersedeas bond.

                                       18
<PAGE>

                                    ARTICLE 7

                                    REMEDIES

         7.1  Termination and  Acceleration.  Upon the occurrence of an Event of
Default under this  Agreement,  all  obligations of Lender under this Agreement,
and under the other Loan  Documents at the  election of Lender,  shall cease and
terminate  and  Lender may  declare  the entire  unpaid  Principal  Indebtedness
immediately  due and  payable  and may  foreclose  the Trust  Deed and any other
Collateral  in  accordance  with the Loan  Documents,  and exercise all remedies
available to a mortgagee  under the Ground Lease,  and may apply the undisbursed
Loan proceeds against the Principal Indebtedness owed to Lender by Borrower.

         7.2 Rights and Remedies Cumulative.  All rights,  remedies,  and powers
conferred in this Agreement are cumulative and not exclusive of any other rights
or remedies,  and shall be in addition to every other right,  power,  and remedy
that Lender may have, whether specifically granted in this Agreement, the Ground
Lease, or existing at law, in equity, or by statute; and any and all such rights
and remedies  may be exercised  from time to time and as often and in such order
as Lender may deem  expedient.  Any forbearance or delay by Lender in exercising
any of its rights,  remedies,  and powers shall not be deemed to be a waiver and
the exercise or partial exercise of any right,  remedy,  or power, and shall not
preclude  the further  exercise of such  right,  remedy,  and power and the same
shall  continue  in full  force  and  effect  until  specifically  waived  by an
instrument in writing executed by Lender.

         7.3  Attorney-in-Fact.  Upon the  occurrence  of an  Event of  Default,
Borrower hereby irrevocably  constitutes and appoints Lender Borrower's true and
lawful attorney-in-fact to execute, acknowledge and deliver any instruments with
respect to the Loan,  except to increase the  Principal  Amount  thereof for any
purpose  other than the  protection  of the  Collateral  and  Lender's  interest
therein. This power of attorney is irrevocable and is coupled with an interest.

                                    ARTICLE 8

                                   ARBITRATION

         8.1      Arbitration Disclosures.

                  8.1.1  ARBITRATION  IS FINAL AND  BINDING ON THE  PARTIES  AND
SUBJECT TO ONLY VERY LIMITED REVIEW BY A COURT.

                  8.1.2  EXCEPT AS OTHERWISE  PROVIDED IN SECTION  8.2.4 OF THIS
AGREEMENT,  IN  ARBITRATION  THE PARTIES ARE WAIVING  THEIR RIGHT TO LITIGATE IN
COURT, INCLUDING THEIR RIGHT TO A JURY TRIAL.

                  8.1.3    DISCOVERY IN ARBITRATION IS MORE LIMITED THAN
DISCOVERY IN COURT.

                  8.1.4 ARBITRATORS ARE NOT REQUIRED TO INCLUDE FACTUAL FINDINGS
OR LEGAL REASONING IN THEIR AWARDS.  THE RIGHT TO APPEAL OR TO SEEK MODIFICATION
OF ARBITRATORS' RULINGS IS VERY LIMITED.

                                       19
<PAGE>

                  8.1.5 A PANEL OF  ARBITRATORS  MIGHT INCLUDE AN ARBITRATOR WHO
IS OR WAS AFFILIATED WITH THE BANKING INDUSTRY.

                  8.1.6    IF YOU HAVE QUESTIONS ABOUT ARBITRATION, CONSULT YOUR
ATTORNEY OR THE AMERICAN ARBITRATION ASSOCIATION.

         8.2      Arbitration Provisions.  This concerns the resolution of any
claim or controversy between or among the parties.  In this regard:

                  8.2.1 Any claim or  controversy  ("Dispute")  between or among
the parties, and their assigns,  including, but not limited to, Disputes arising
out of or relating to the Loan, the Collateral,  this  Agreement,  the Note, the
Loan  Documents,  this  Article 8  Arbitration  ("arbitration  clause"),  or any
related  agreements or  instruments  relating  hereto or delivered in connection
herewith  ("Related  Documents"),  and including,  but not limited to, a Dispute
based on or arising from an alleged  tort,  shall at the request of any party be
resolved by binding  arbitration in accordance  with the applicable  arbitration
rules  of  the  American  Arbitration  Association  ("the  Administrator").  The
provisions of this arbitration clause shall survive any termination,  amendment,
or expiration of this  Agreement or Related  Documents.  The  provisions of this
arbitration  clause shall supercede any prior  arbitration  agreement between or
among  the  parties.  If any  provision  of this  arbitration  clause  should be
determined to be unenforceable,  all other provisions of this arbitration clause
shall remain in full force and effect.

                  8.2.2 The arbitration  proceedings  shall be conducted in Salt
Lake  City,  Utah,  at a  place  to be  determined  by  the  Administrator.  The
Administrator  and the  arbitrator(s)  shall  have the  authority  to the extent
practicable  to take any  action to require  the  arbitration  proceeding  to be
completed and the  arbitrator(s)'  award issued within  one-hundred-fifty  (150)
days of the filing of the  Dispute  with the  Administrator.  The  arbitrator(s)
shall have the  authority to impose  sanctions on any party that fails to comply
with time periods imposed by the Administrator or the  arbitrator(s),  including
the sanction of summarily dismissing any Dispute or defense with prejudice.  The
arbitrator(s)  shall have the  authority  to resolve any Dispute  regarding  the
terms of this Agreement, this arbitration clause or Related Documents, including
any  claim or  controversy  regarding  the  arbitrability  of any  Dispute.  All
limitations periods applicable to any Dispute or defense,  whether by statute or
agreement,   shall  apply  to  any  arbitration  proceeding  hereunder  and  the
arbitrator(s)  shall have the authority to decide whether any Dispute or defense
is barred by a  limitations  period  and,  if so,  to  summarily  enter an award
dismissing  any Dispute or defense on that basis.  The  doctrines of  compulsory
counterclaim,   res  judicata,  and  collateral  estoppel  shall  apply  to  any
arbitration proceeding hereunder so that a party must state as a counterclaim in
the  arbitration  proceeding  any claim or  controversy  which arises out of the
transaction  or  occurrence  that is the  subject  matter  of the  Dispute.  The
arbitrator(s)  may in the  arbitrator(s)'  discretion  and at the request of any
party:  (1)  consolidate in a single  arbitration  proceeding any other claim or
controversy involving another party that is substantially related to the Dispute
where that other party is bound by an arbitration  clause with the Lender,  such
as borrowers, guarantors, sureties, and owners of collateral; (2) consolidate in
a  single  arbitration  proceeding  any  other  claim  or  controversy  that  is
substantially  similar to the Dispute;  and (3) administer multiple  arbitration
claims or  controversies  as class actions in accordance  with the provisions of
Rule 23 of the Federal Rules of Civil Procedure.

                                       20
<PAGE>

                  8.2.3 The  arbitrator(s)  shall be selected in accordance with
the rules of the Administrator  from panels maintained by the  Administrator.  A
single  arbitrator  shall have  expertise in the subject  matter of the Dispute.
Where three arbitrators conduct an arbitration proceeding,  the Dispute shall be
decided by a majority vote of the three  arbitrators,  at least one of whom must
have  expertise  in the  subject  matter of the Dispute and at least one of whom
must be a practicing  attorney.  The arbitrator(s) shall award to the prevailing
party  recovery  of all costs and fees  (including  attorneys'  fees and  costs,
arbitration  administration  fees  and  costs,  and  arbitrator(s)'  fees).  The
arbitrator(s),  either during the pendency of the  arbitration  proceeding or as
part of the arbitration  award, also may grant provisional or ancillary remedies
including  but not  limited  to an  aware  of  injunctive  relief,  foreclosure,
sequestration,  attachment,  replevin,  garnishment,  or  the  appointment  of a
receiver.

                  8.2.4 Judgment upon an arbitration award may be entered in any
court having jurisdiction,  subject to the following limitation: the arbitration
award is  binding  upon the  parties  only if the amount  does not  exceed  Four
Million Dollars  ($4,000,000.00);  if the award exceeds that limit, either party
may  demand  the right to a court  trial.  Such a demand  must be filed with the
Administrator  within  thirty (30) days  following  the date of the  arbitration
award;  if such a demand is not made within that time period,  the amount of the
arbitration  award shall be binding.  The  computation of the total amount of an
arbitration  award shall include  amounts awarded for attorneys' fees and costs,
arbitration administration fees and costs, and arbitrator(s)' fees.

                  8.2.5  No  provision  of  this  arbitration  clause,  nor  the
exercise  of any rights  hereunder,  shall  limit the right of any party to: (1)
judicially or  non-judicially  foreclose  against any real or personal  property
collateral or other security; (2) exercise self-help remedies, including but not
limited to  repossession  and setoff  rights;  or (3) obtain from a court having
jurisdiction  thereover any provisional or ancillary  remedies including but not
limited to injunctive relief, foreclosure, sequestration,  attachment, replevin,
garnishment,  or the appointment of a receiver.  Such rights can be exercised at
any time,  before or during initiation of an arbitration  proceeding,  except to
the extent such action is contrary to the  arbitration  award.  The  exercise of
such rights shall not  constitute a waiver of the right to submit any Dispute to
arbitration, and any claim or controversy related to the exercise of such rights
shall be a Dispute  to be  resolved  under the  provisions  of this  arbitration
clause. Any party may initiate  arbitration with the Administrator,  however, if
any party initiates litigation and another party disputes any allegation in that
litigation,  the disputing  party-upon the request of the initiating  party-must
file a demand for arbitration with the Administrator and pay the Administrator's
filing fee.  The parties may serve by mail a notice of an initial  motion for an
order of arbitration.

                  8.2.6  Notwithstanding  the  applicability of any other law to
this Agreement,  the arbitration  clause,  or Related Documents between or among
the parties, the Federal Arbitration Act, 9 U.S.C. ss. 1 et seq., shall apply to
the construction and interpretation of this arbitration clause.

                                       21
<PAGE>

                                    ARTICLE 9

                                  MISCELLANEOUS

         9.1 Non-Waiver.  No advance of Loan proceeds under this Agreement shall
constitute a waiver of any of the  conditions to be performed by Borrower and in
the event Borrower is unable to satisfy any such conditions  Lender shall not be
precluded from declaring such failure to be an Event of Default.

         9.2 Derivative  Rights.  Any obligation of Lender to make disbursements
under this  Agreement  is  imposed  solely and  exclusively  for the  benefit of
Borrower  and  no  other  person,   firm  or   corporation   shall,   under  any
circumstances,  be deemed to be a beneficiary  of such  condition,  nor shall it
have any derivative claim or action against Lender.

         9.3 Survival. All representations, warranties and covenants by Borrower
shall survive the making of the disbursements  under the Loan and the provisions
of this  Agreement  shall be binding upon  Borrower,  Borrower's  successors and
assigns and inure to the benefit of Lender, Lender's successors and assigns.

         9.4 Conflict.  The Note, Trust Deed, and all other Loan Documents shall
be subject to all the terms, covenants,  conditions,  obligations,  stipulations
and agreements  contained in this Agreement.  In the event there is any conflict
between the terms and conditions of this Agreement, the Note, Trust Deed, or any
other Loan Document, this Agreement shall prevail.

         9.5 Assignment.  Lender may assign the Loan  Documents,  in whole or in
part, to any other person,  firm or corporation  provided that all provisions of
this  Agreement  shall  continue  to apply in  conjunction  with the other  Loan
Documents. Borrower shall not assign this Agreement, or any interest of Borrower
in or to this Agreement, the Loan proceeds, or any of the Loan Documents without
the prior written consent of Lender. Any dissolution of Borrower or any transfer
of any  interest in the  Borrower  without the prior  written  consent of Lender
shall be assumed to be an assignment in violation of this Section.

         9.6  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:

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

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

                                       22
<PAGE>

         Borrower:                      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.

         9.7 Indemnification. Borrower agrees to pay, protect, defend, indemnify
and hold harmless Lender for any and all claims and liabilities, and for damages
which may be awarded or  incurred  by Lender,  and for all  reasonable  attorney
fees, legal expenses,  and other  out-of-pocket  expenses  incurred in defending
such  claims,  arising  from  or  related  in any  manner  to  the  negotiation,
execution,  or performance by Lender of this Agreement,  the Loan Documents,  or
any of the agreements,  documents,  obligations, or transactions contemplated by
this Agreement,  including,  without  limitation,  any claims,  liabilities,  or
causes of actions  related to any Hazardous  Materials  located on, in, or under
the  Property,  but  excluding  any such claims  based upon breach or default by
Lender or gross negligence or willful misconduct of Lender. This indemnification
shall  survive the  payment of the Loan,  reconveyance  of the Trust  Deed,  and
termination of this Agreement.

         Lender  shall have the control of the defense of any such  claims,  but
agrees to act  reasonably  in the defense of any such  claims.  Lender is hereby
authorized to settle or otherwise  compromise  any such claims as Lender in good
faith determines shall be in its best interests.

         Any indemnification amount owing to Lender pursuant to this Section 9.7
shall  be  secured  by  the  Loan   Documents   and   Collateral   except  that,
notwithstanding  anything  to  the  contrary  in  this  Agreement  or  the  Loan
Documents,  any such indemnification amount owing to Lender shall not be secured
in any way by the  Property  on, in or under which any  Hazardous  Materials  is
located.

         9.8 Terms. Whenever used in this Agreement,  the singular shall include
the  plural,  the  plural  the  singular,  and the use of any  gender  shall  be
applicable to all genders.

         9.9 Joint and Several  Liability.  All  obligations  and liabilities of
Borrower  imposed in this Agreement,  or in any of the other Loan Documents upon
Borrower shall be joint and several.

                                       23
<PAGE>

         9.10  Multiple  Borrowers.  If Borrower is  comprised  of more than one
person or entity,  the term Borrower shall refer to each such separate person or
entity,   and  the  obligations  of  Borrower  shall  apply   individually   and
collectively  to each such  person  and  entity,  unless  specifically  provided
otherwise in this Agreement.

         9.11  Disclosure of Financial and Other  Information.  Borrower  hereby
consents to Lender  disclosing  to any other lender who may  participate  in the
Loan,  any and all  information,  knowledge,  reports,  and records,  including,
without limitation,  financial statements,  relating in any manner whatsoever to
the  Loan  and  Borrower,   provided  that  any  other  such  lender  execute  a
confidentiality agreement in a form acceptable to Borrower and Lender.

         9.12  Invalidity.  The invalidity of any one or more or any part of the
conditions,   covenants,  articles,  sections,  phrases  or  sentences  of  this
Agreement shall not affect the remaining portions of this Agreement.

         9.13  Governing  Law. This  Agreement and all matters  relating to this
Agreement shall be governed by, construed and interpreted in accordance with the
laws of the State of Utah.

         9.14 No Partnership.  Nothing  contained in this Agreement or in any of
the other Loan  Documents  shall be  construed  as  creating a joint  venture or
partnership  between  Borrower and Lender.  There shall be no sharing of losses,
costs and expenses between  Borrower and Lender,  and Lender shall have no right
of control or  supervision  except as it may  exercise  its rights and  remedies
provided in the Loan Documents.

         9.15  Attorneys'  Fees.  Upon the  occurrence  of an Event of  Default,
Lender may employ an attorney or attorneys to protect Lender's rights under this
Agreement,  and Borrower shall pay Lender  reasonable  attorneys' fees and costs
actually incurred by Lender, whether or not action is actually commenced against
Borrower  by reason  of such  breach.  Borrower  shall  also pay to  Lender  any
reasonable  attorneys  fees and costs  incurred  by Lender  with  respect to any
insolvency or bankruptcy  proceeding or other action  involving  Borrower or any
guarantor as a debtor.  If Lender  exercises the power of sale  contained in the
Trust  Deed  or  initiates  foreclosure  proceedings,  Borrower  shall  pay  all
reasonable  costs  incurred and attorney fees and costs as provided in the Trust
Deed.

         9.16 Setoff.  In addition to any rights and remedies of Lender provided
by law, if any Event of Default  exists,  Lender is  authorized  at any time and
from time to time,  without  prior  notice to  Borrower,  any such notice  being
waived by Borrower to the fullest  extent  permitted by law, to setoff and apply
any and all deposits (general or special, time or demand,  provisional or final)
at any time held by  Lender to or for the  credit  or the  account  of  Borrower
against any and all  obligations  of Borrower  under the Loan or any of the Loan
Documents,  now or  hereafter  existing,  irrespective  of whether or not Lender
shall have made demand under the Loan, or otherwise,  or under any Loan Document
and although such amounts owed may be  contingent  or  unmatured.  Lender agrees
promptly  to notify  Borrower  after any such  setoff  and  application  made by
Lender; provided, however, that the failure to give such notice shall not affect
the  validity of such setoff and  application.  The rights of Lender  under this
Section 9.16 are in addition to the other rights and remedies  (including  other
rights of setoff) which Lender may have.

                                       24
<PAGE>

         9.17 Waiver of Claims.  Borrower (i)  represents  that  Borrower has no
defenses to or setoffs against any  indebtedness or other  obligations  owing to
Lender or Lender's affiliates,  nor claims against Lender or Lender's affiliates
for any matter  whatsoever,  related or unrelated to any  indebtedness  or other
obligations owing to Lender or Lender's affiliates, and (ii) releases Lender and
Lender's  affiliates  from all claims,  causes of action,  and costs,  in law or
equity,  existing  as of the Closing  Date,  which  Borrower  has or may have by
reason of any matter of any conceivable kind or character whatsoever, related or
unrelated to any indebtedness or other  obligations  owing to Lender or Lender's
affiliates, including the subject matter of this Agreement. This provision shall
not apply to claims for performance of express contractual  obligations owing to
Borrower by Lender or Lender's affiliates.

         9.18 Severability of Invalid Provisions. With respect to this Agreement
and all  other  Loan  Documents,  any  provision  of  this  Agreement  which  is
prohibited or unenforceable in any jurisdiction  shall, as to such  jurisdiction
only, be ineffective only to the extent of such prohibition or  unenforceability
without  invalidating the remaining  provisions of this Agreement,  and any such
prohibition  or  unenforceability  in any  jurisdiction  shall not invalidate or
render unenforceable such provision in any other jurisdiction.

         9.19 Integrated Agreement and Subsequent Amendment. The Loan Documents,
and the other agreements,  documents, obligations, and transactions contemplated
by this Agreement  constitute the entire  agreement  between Lender and Borrower
with respect to the subject matter of these  agreements,  and may not be altered
or amended except by written  agreement signed by Lender and Borrower.  PURSUANT
TO UTAH CODE SECTION  25-5-4,  BORROWER IS NOTIFIED THAT THESE  AGREEMENTS ARE A
FINAL  EXPRESSION  OF THE  AGREEMENT  BETWEEN  LENDER  AND  BORROWER  AND  THESE
AGREEMENTS MAY NOT BE CONTRADICTED BY EVIDENCE OF ANY ALLEGED ORAL AGREEMENT.

         All   prior   and   contemporaneous   agreements,    arrangements   and
understandings between the parties to this Agreement as to the subject matter of
this Agreement,  are, except as otherwise  expressly provided in this Agreement,
rescinded.

         DATED: March 31, 2000.

BORROWER

                          EVANS & SUTHERLAND COMPUTER CORPORATION,
                          a Utah corporation


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


                                       25
<PAGE>

LENDER

                           ZIONS FIRST NATIONAL BANK,
                         a national banking association



                                            By:      /S/ M. BROUGH
                                                     Michael R. Brough
                                 Vice President

                                       26
<PAGE>



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

         The foregoing  instrument was  acknowledged  before me this 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:





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

         The foregoing  instrument was acknowledged  before me this _____ day of
May, 2000, by Michael R. Brough,  Vice President of Zions First National Bank, a
national banking association.


                                  NOTARY PUBLIC

My Commission Expires:     Residing At:





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<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]

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