MODIFICATION AGREEMENT


Borrower:                                    Lender:

 Evans & Sutherland Computer Corporation     First Security Bank, N.A.
 600 Komas Drive                             Commercial Banking
 Salt Lake City, Utah  84158                 15 East 100 South, 2nd Floor
                                             Salt Lake City, Utah  84111

First Security Bank, N.A. ("Lender") has extended credit (the "Loan") to Evans &
Sutherland  Computer  Corporation  (individually  and  collectively  "Borrower")
pursuant to a  promissory  note dated  March 2, 1998 (the  "Note") in the stated
principal amount of $5,000,000.00. The Loan is unsecured.

The  Note  and  any  loan  agreements,  guaranties,  subordinations,  Collateral
Documents, and other instruments and documents executed in connection therewith,
together  with  any  previous  modifications  to any  of  those  instruments  or
documents, shall be referred to as the "Loan Documents."

Borrower has requested certain modifications to the Loan Documents and Lender is
willing to grant such modifications on the following terms and conditions:

     1.  Provided that all conditions stated herein are satisfied,  the terms of
         the Loan Documents are hereby modified as follows:

         Modifications to the Term of the Note:

         This Agreement does not constitute a repayment or extinguishment of the
         Note, but only a modification thereof.

         Other Modifications to the Loan Documents:

         The Loan Documents shall be amended as follows:

              Several  portions  of  Section  1 of  the  Commercial  Credit  and
              Security  Agreement  dated March 2, 1998 (the "Credit  Agreement")
              shall be modified in the following manner:

              Subsection 1.1 shall remain unchanged.

              The main heading of Subsection 1.2 shall be amended to read:

              "1.2 The Loan shall consist of the following facility:"

              Thereafter,  changes  shall  be made to  subitem  (a) so that  the
              maximum  amount of the L/C Line shall be  changed to Five  Million
              Dollars  ($5,000,000.00)  and the fee  charged  for each letter of
              credit  issued under the line shall be modified to be 0.70% of the
              amount of each letter of credit issued, plus the standard per item
              charges assessed by First Security;  and all references to subitem
              (b)  concerning  the FX Line shall be deleted from the  Agreement,

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              and any further dealings  concerning a foreign exchange line shall
              be dealt with in a separate agreement.

              Subsection  1.3 shall be amended by  delaying  subitem  (b) in its
              entirety.

              Subsection 1.4 shall be amended to state:

              "1.4 The facility shall be stated to mature on September 30, 2000,
              after which no further letters of credit may be issued."

              Subsection  1.8  shall  be  modified  to  amend  the  names of the
              individuals  eligible  to request an advance  under the Loan,  and
              thus shall read:

              1.8 Any of the  following  persons is authorized to make a written
              or oral request to Lender to advance  funds under this  Agreement:
              Mark Steele and Richard J. Gaynor.  Lender is under no  obligation
              to verify the identity of an individual  representing to be one of
              the foregoing  persons.  Any advance made pursuant to said written
              or oral request is irrebuttably presumed to be made for Borrower's
              benefit.  Lender shall make  disbursements on the Loan to Borrower
              or for the account of Borrower unless Borrower  directs  otherwise
              in writing.

              The warranty and  representation  rehearsed by Borrower in Section
              3.7 of the Credit Agreement concerning the absence of any actions,
              suits or  proceedings  against  Borrower which may have an adverse
              effect upon its financial  condition is modified so as to disclose
              to Lender the existence of one lawsuit threatened against Borrower
              by  CAE,  the  details  of  which  are  attached  hereby  to  this
              Modification Agreement as Exhibit "A."

              Section  4.7 of the  Credit  Agreement  shall  be  deleted  in its
              entirety.

              Section  4.8 of the  Credit  Agreement  shall  be  deleted  in its
              entirety.

              Section 4.9 of the Credit  Agreement  shall be restated to read as
              follows:

              4.9 Borrower  shall  immediately  notify  Lender in writing of any
              change in the  location  of  Borrower's  business or any change in
              Borrower's  name,  any change in the key management of Borrower or
              any change in the  agreements  affecting the structure of Borrower
              or the operation of its business. Furthermore,  Borrower shall not
              commingle its funds with any other entity.

              Subitem 5.1 (h) shall be restated to read as follows:

              (h) Borrower shall sell,  transfer or assign  substantially all of
              its assets, which shall mean more than fifty percent (50%) of such
              assets,  to any third party,  or all or any  material  part of the
              assets of Borrower is attached,  levied,  or  otherwise  seized by
              legal  process,  and such  attachment,  levy,  or  seizure  is not
              quashed,  stayed or  released  within  sixty (60) days of the date

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              thereof.  Borrower and Lender acknowledge,  however, that Borrower
              is currently  seeking  additional  financing from other sources in
              the   approximate   aggregate   amount  of   $60,000,000.00   (the
              "Financing"),  which Financing may be secured by assignments  from
              time to time of Borrower's accounts  receivable,  inventory,  real
              estate,  or other personal  property  assets.  Borrower and Lender
              further  agree  and   acknowledge   that  any  pledge,   mortgage,
              assignment,    sale,    transfer   or    hypothecation    of   the
              above-referenced assets of Borrower to provide collateral security
              for  the  Financing  shall  be  disregarded  with  respect  to the
              determination of the foregoing  default  provisions.  In the event
              that Borrower  secures the  Financing,  Borrower  consents that it
              shall (i) at all times during the term of the Loan  maintain on an
              undrawn basis, a portion of the available commitment amount of the
              Financing  equal to or  greater  than the  aggregate  credit  then
              outstanding  under  the L/C Line and FX Line  and (ii)  submit  to
              Lender on a monthly  basis,  a compliance  certificate in form and
              content reasonably acceptable to Lender,  indicating the aggregate
              undrawn commitment available under the Financing.

              Subitem  5.1 (i) shall be further  clarified  to define a material
              adverse change in the financial  condition of Borrower to mean any
              change   which  would  have  an  effect  on   Borrower   exceeding
              $10,000,000.00.

              Subsection 5.1 (j) shall be deleted in its entirety as an event of
default.

     2. As preconditions to the terms of this Agreement, Borrower shall complete
or provide the following:

         Borrower shall pay or shall have paid all reasonable  fees,  costs, and
         expenses, of whatever kind or nature,  incurred by Lender in connection
         with this Agreement, including but not limited to attorney's fees, lien
         search fees, title reports and policies, and recording and filing fees.

     3.  It is the intention and agreement of Borrower and Lender that:  (i) all
         collateral security in which Lender has acquired a security interest or
         other lien pursuant to the Loan  Documents  shall  continue to serve as
         collateral  security for payment and performance of all the obligations
         of the  Borrower  under the Loan  Documents,  and (ii) all  agreements,
         representations,  warranties,  and  covenants  contained  in  the  Loan
         Documents  are  hereby   reaffirmed  in  full  by  Borrower  except  as
         specifically modified by this Agreement.

     4.  Borrower hereby  acknowledges  that: (i) the Loan Documents are in full
         force and effect,  as modified by this Agreement,  and (ii) by entering
         into this Agreement,  Lender does not waive any existing default or any
         default hereunder  occurring or become obligated to waive any condition
         or obligation under the Loan Documents.

     5.   Borrower  hereby  acknowledges  that  Borrower  has no claim,  demand,
          lawsuit, cause of action, claim for relief, remedy, or defense against
          enforcement  of the Loan  Documents  that  could be  asserted  against
          Lender, its affiliates,  directors,  officers,  employees,  or agents,
          whether known or unknown,  for acts, failures to act (whether such act

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          or  failure  to act is  intentional  or  negligent),  representations,
          commitments,  statements or warranties,  including without  limitation
          any such conduct  arising out of or in any way connected with the Loan
          Documents.  Notwithstanding  the  foregoing,  Borrower  hereby waives,
          releases,  and  relinquishes  any and all claims,  demands,  lawsuits,
          causes of action,  claims for relief,  remedies,  or defenses  against
          enforcement  of the Loan  Documents  that  could be  asserted  against
          Lender, its affiliates,  directors,  officers,  employees,  or agents,
          whether known or unknown.

     6.   In addition to this Agreement,  the Loan Documents, and any additional
          documents that this Agreement  requires,  this finance transaction may
          include  other  written  closing  documentation  such as  resolutions,
          waivers,  certificates,  financing  statements,  filings,  statements,
          closing or escrow instructions, loan purposes statements and all other
          documents that Lender may customarily use in such  transactions.  Such
          documents are incorporated herein by this reference. All the documents
          to which this paragraph makes reference express, embody, and supersede
          any previous understandings,  agreements, or promises (whether oral or
          written) with respect to this finance  transaction,  and represent the
          final  expression of the agreement  between  Lender and Borrower,  the
          terms and conditions of which cannot  hereafter be contradicted by any
          oral  understanding  (if any) not  reduced to writing  and  identified
          above.

FINAL  AGREEMENT.  Borrower  understands  that  the  loan  documents  signed  in
connection  with this loan are the final  expression  of the  agreement  between
Lender and Borrower and may not be  contradicted by evidence of any alleged oral
agreement.

Effective as of February 22, 2000.

LENDER:

First Security Bank, N.A.


By:  /s/ Troy Akagi
     Authorized Officer


BORROWER:

Evans & Sutherland Computer Corporation

By:  /s/ Mark Steele
     Mark Steele, Vice President and Treasurer



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                                   EXHIBIT "A"
                                       TO
                             MODIFICATION AGREEMENT

         Reference  is made to  that  certain  Commercial  Credit  and  Security
Agreement,  dated March 2, 1998 (as amended and modified from time to time,  the
"Agreement"),  as the  same was  amended  effective  as of  February  22,  2000,
pursuant to that certain Modification  Agreement  ("Modification") to which this
Exhibit "A" is attached and hereby incorporated into in its entirety.

         Section  3.7 of the  Agreement,  as  amended  and  supplemented  by the
Modification,  references a certain  lawsuit by CAE  Electronics,  Ltd.  ("CAE")
against Borrower.  Borrower and Lender hereby acknowledge that such reference is
in error and that there are no "existing actions,  suits, or proceedings pending
or  threatened  against  Borrower"  to the  best  of  the  actual  knowledge  of
Borrower's directors and officers.

         However, Borrower hereby discloses to Lender that CAE has asserted that
certain monetary amounts constituting liquidated damages are owing from Borrower
to CAE pursuant to the provisions of one or more agreements between Borrower and
CAE. In addition to the liquidated  damages  provisions of such  contracts,  the
contracts  provide  for  arbitration  of  disputes  among the  parties  thereto.
However,  no such  arbitration  proceeding  has  been  commenced  as of the date
hereof. Moreover, Borrower and CAE are currently negotiating to mutually resolve
the amount of any such liquidated damages, the purported disputes or breaches of
contract  related to the  assertion  that  liquidated  damages are owing and any
other claims or disputes among the parties.

         Borrower and Lender further agree and  acknowledge  that Section 3.7 of
the  Agreement,  as  amended  by  the  Modification,  is  hereby  amended  to be
consistent with the foregoing.

         All capitalized  terms used without  definition  shall have the meaning
given to such terms in the Agreement.

         Dated as of March 15, 2000.

                         Evans and Sutherland Computer Corporation
                         a Utah corporation


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

                         First Security Bank, N.A.
                         a Utah corporation

                         By: /s/ TROY AKAGI
                         Name  Troy Akagi
                         Title: Vice President