ABSOLUTE ASSIGNMENT OF SUB-LEASES

 Recording Requested by and
When Recorded Return to:

FOOTHILL CAPITAL CORPORATION
2450 Colorado Avenue
Suite 3000
Santa Monica, California 90404
Attention:  Business Finance
                    Division Manager

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

                   ABSOLUTE ASSIGNMENT OF SUB-LEASES AND RENTS
                   -------------------------------------------

                  THIS DOCUMENT SECURES OBLIGATIONS WHICH CONTAIN
PROVISIONS FOR A VARIABLE RATE OF INTEREST.

                  THIS ABSOLUTE  ASSIGNMENT OF SUB-LEASES AND RENTS,  made as of
this 14th day of December,  2000, by EVANS & SUTHERLAND COMPUTER CORPORATION,  a
Utah  corporation  ("Assignor"),  with its chief executive office located at 600
Komas  Drive,  Salt Lake City,  Utah 84108 to FOOTHILL  CAPITAL  CORPORATION,  a
California  corporation  ("Assignee"),  whose address is 2450  Colorado  Avenue,
Suite 3000 West, Santa Monica,  California  90404,  Attention:  Business Finance
Division Manager.

                                WITNESSETH THAT:

                  WHEREAS,  Assignor, to evidence and secure a loan indebtedness
in the  aggregate  amount of up to THIRTY  Million  Dollars  ($30,000,000),  and
Assignee,  have  executed  and  Assignor  has  delivered  to Assignee a Loan and
Security Agreement ("Loan Agreement") of even date herewith, payable as provided
in the Loan  Agreement and finally  maturing as provided in the Loan  Agreement,
with  interest as therein  expressed,  and has  executed  and  delivered  on the
aforesaid  date and to secure said Loan  Agreement,  a Leasehold  Deed of Trust,
Assignment of Rents, Security Agreement and Fixture Filing ("Mortgage": the Loan
Agreement  and  Mortgage  are  hereinafter  collectively  called  the  "Mortgage
Instruments")  on Assignor's  leasehold and possessory  interest in that certain
real estate commonly known as 540 Arappen Drive, in the City

of Salt  Lake  City,  County  of Salt  Lake,  State  of Utah  more  particularly
described  in Exhibit "A" attached  hereto and by reference  made a part hereof,
including the Assignor's  interest in the improvements now or hereafter  located
thereon  and  the  easements,   rights  and  appurtenances  thereunto  belonging
(hereinafter collectively called the "Mortgaged Premises");

                  WHEREAS,  Assignor is or will become the lessor under  written
sub-leases  for certain  portions of the  Mortgaged  Premises,  and Assignor may
hereafter make other sub-leases of the Mortgaged Premises or parts thereof; and

                  WHEREAS, Assignee has required the assignment hereinafter made
as a condition to making the above loan.

                  NOW, THEREFORE, Assignor, for good and valuable consideration,
the  receipt  of  which is  hereby  acknowledged,  does  hereby  BARGAIN,  SELL,
TRANSFER,  ASSIGN,  CONVEY,  SET OVER and DELIVER unto  Assignee,  as additional
security  for the  payment  of the above  described  loan  indebtedness  and the
payment  and  performance  of all  the  terms  and  conditions  of the  Mortgage
Instruments,  and any and all amendments,  extensions and renewals thereof,  the
tenant  sub-leases  affecting the Mortgaged  Premises or any part thereof as set
forth in Exhibit "B" attached hereto and made a part hereof,  and any sub-leases
which  may be  executed  at any  time  in the  future  during  the  life of this
Assignment,  and all amendments,  extensions and renewals of said sub-leases and
any of them, all of which are hereinafter called the "Sub-Leases";

                  TOGETHER WITH all of the income, rents, issues,
profits, and proceeds of the Sub-Leases;

                  TOGETHER  WITH  all of  the  right,  power  and  authority  of
Assignor to alter, modify or change the terms,  conditions and provisions of any
or all of the  Sub-Leases  or to  surrender,  cancel or terminate the same or to
accept any surrender, cancellation or termination of same; and

                  TOGETHER WITH all of the credits, security, deposits, options,
rights,  powers and privileges of Assignor  under any or all of the  Sub-Leases,
whether heretofore or hereafter existing.

                  1. All  capitalized  terms which are not defined  herein shall
have the definitions assigned to such terms in the Loan Agreement. To the extent
that  there  are any  conflicting  provisions  between  the  Mortgage  and  this
Assignment, the provisions of this Assignment shall govern.

                  2. Assignor hereby authorizes Assignee or Assignee's agents to
collect the aforesaid  rents and revenues and hereby directs each tenant under a
Sub-Lease  which affects a portion of the  Mortgaged  Premises to pay such rents
and revenues to Assignee or Assignee's agents; provided,  however, that prior to
written  notice given by Assignee to Assignor of the  occurrence  of an Event of
Default (as defined in the Mortgage) and the  Assignee's  intent to exercise its
rights to such rents and revenues (the "Default Notice"), Assignor shall collect
and receive all rents and revenues of the Mortgaged  Premises and Assignor shall
apply the rents and revenues so collected to the amounts then due and payable in
connection  with  the  Mortgage  Instruments  with  the  balance,  so long as no
unrescinded  Default Notice has been delivered,  to the account of Assignor,  it
being  intended  by  Assignor  and  Assignee  that  this   assignment  of  rents
constitutes an absolute present  assignment and not an assignment for additional
security only.

                  3.  Upon  delivery  of  the  Default  Notice  by  Assignee  to
Assignor,  and without the  necessity of Assignee  entering  upon and taking and
maintaining full control of the Mortgaged  Premises in person,  by agent or by a
court-appointed receiver,  Assignee shall immediately be entitled to receive all
rents and revenues of the Mortgaged  Premises as specified in this Assignment as
the same become due and payable, including but not limited to rents then due and
unpaid,  and all such rents and  revenue  then held by  Assignor  or  thereafter
delivered to Assignor shall, immediately upon delivery of the Default Notice, be
held by Assignor as trustee for the benefit of Assignee  only.  Assignor  agrees
that commencing upon delivery of the Default Notice each tenant of the Mortgaged
Premises  shall make such rents payable to and shall pay such rents  directly to
Assignee  or  Assignee's  agents on  Assignee's  written  demand to each  tenant
therefor,  delivered to each tenant  personally,  by mail or by delivering  such
demand to each rental unit,  without any liability on the part of said tenant to
inquire  further as to the  existence of a default by  Assignor.  All such rents
collected  by  Assignee  shall  be  credited  against  amounts  due  under  each
respective  Sub-Lease.  Assignor  shall execute any and all writings and letters
reasonably required by Assignee,  to be delivered to such tenants, to effectuate
the intent of this paragraph.

                  4. Assignor  hereby  represents,  warrants and covenants  that
there are no presently  effective  assignments of said rents, except pursuant to
the Mortgage, that Assignor has not performed, and will not perform, any acts or
has not  executed,  and will not execute,  any  instrument  which would  prevent
Assignee from exercising its rights under this  Assignment,  or which would give
rise to any right of set-off

against,  or reduction of, the rents payable under the Sub- Leases,  and that at
the time of  execution  of this  Assignment  there has been no  anticipation  or
prepayment of any of the rents of the Mortgaged Premises for more than one month
prior to the due dates of such rents.  Assignor covenants that Assignor will not
hereafter collect or accept payment of any rents of the Mortgaged  Premises more
than one month prior to the due dates of such rents.  Assignor further covenants
that Assignor will execute and deliver to Assignee such further  assignments  of
rents and revenues of the  Mortgaged  Premises as Assignee may from time to time
reasonably request.

                  5. Upon an Event of Default, Assignee may, in person, by agent
or by a  court-appointed  receiver,  regardless  of the  adequacy of  Assignee's
security,  enter upon and take  possession  of and maintain  full control of the
Mortgaged  Premises in order to perform all acts  necessary and appropri ate for
the  operation  and  maintenance  thereof  including,  but not  limited  to, the
execution,  cancellation  or  modification of Sub-Leases (but only in accordance
with such  Sub-Lease  terms and  conditions),  the  collection  of all rents and
revenues  of the  Mortgaged  Premises,  the making of  repairs to the  Mortgaged
Premises  and the  execution  or  termination  of  contracts  providing  for the
management or  maintenance of the Mortgaged  Premises;  all on such terms as are
reasonably  deemed best to protect the  security of this  instrument.  Upon such
taking of  possession  or control of the  Mortgaged  Premises,  Assignee  or its
agents  shall  thereafter  prospectively  honor  the Sub-  leases.  In the event
Assignee elects to seek the appointment of a receiver for the Mortgaged Premises
upon an Event of Default,  Assignor hereby expressly consents to the appointment
of such receiver upon ex parte  applications  without notice, if permitted under
applicable  law.  Assignee  or the  receiver  shall be  entitled  to  receive  a
reasonable fee for so managing the Mortgaged Premises.  Nothing contained herein
nor any  collection  of  rents,  payments  or other  sums by  Assignee,  or by a
receiver,  shall be construed to make Assignee a "mortgagee-  in-possession"  of
the  Mortgaged  Premises so long as Assignee has not itself  entered into actual
possession of the Mortgaged Premises.

                  6. All rents and revenues collected by Assignee  subsequent to
delivery of the Default Notice by Assignee to Assignor shall be applied first to
the  reasonable  costs,  if any, of taking control of and managing the Mortgaged
Premises and collecting  the rents,  including,  but not limited to,  reasonable
attorneys'  fees,  receiver's  fees,  premiums  on  insurance  policies,  taxes,
assessments  and  other  charges  on the  Mortgaged  Premises,  and the costs of
discharging any obligation or liability of Assignor as lessor or landlord of

the Mortgaged Premises and then to the sums secured by the Mortgage Instruments.
Assignee or the receiver  shall have access to the books and records used in the
operation  and  maintenance  of the  Mortgaged  Premises  and shall be liable to
account  to  Assignor  only for those  rents  and  revenues  actually  received.
Assignee  shall not be liable to  Assignor,  anyone  claiming  under or  through
Assignor or anyone  having an interest  in the  Mortgaged  Premises by reason of
anything done or left undone by Assignee under this Assignment.

                  7. If the rents of the Mortgaged  Premises are not  sufficient
to meet the costs,  if any,  of taking  control of and  managing  the  Mortgaged
Premises and collecting the rents, any reasonable funds expended by Assignee for
such purposes shall become  obligations  of Assignor to Assignee  secured by the
Mortgage  Instruments.  Unless  Assignee and Assignor  agree in writing to other
terms of payment,  such amounts  shall be payable  upon notice from  Assignee to
Assignor  requesting  payment  thereof and shall bear  interest from the date of
disbursement until paid, at the Default Rate set forth in the Note.

                  8. Any entering upon and taking and  maintaining of control of
the Mortgaged Premises by Assignee or the receiver, and any application of rents
as provided  herein shall not cure or waive any default  hereunder or invalidate
any other right or remedy of Assignee under applicable law or provided herein.

                  9. Except as may be permitted by the Loan Agreement,  Assignor
will not (i) execute an  assignment  of the rents or any part  thereof  from the
Mortgaged Premises to any party other than Assignee unless such assignment shall
provide  that  it is  subject  and  subordinate  to  this  Assignment,  and  any
additional or subsequent  assignment  executed  pursuant hereto,  or (ii) except
where  the  tenant  is in  default  thereunder,  terminate  or  consent  to  the
cancellation or surrender of any Sub-Leases of the Mortgaged  Premises or of any
part  thereof,  now  existing or  hereafter  to be made or (iii) modify any such
Sub-Leases or give consent to any assignment or subletting,  which modification,
assignment or subletting would  materially  impair the value of such Sub-Leases,
without  Assignee's  prior written  consent,  or (iv) accept  prepayments of any
installments of rent or additional rent to become due under such Sub-Leases more
than one (1) month in advance,  except prepayments in the nature of security for
the  performance  of the tenant's  obligations  thereunder,  or (v) in any other
manner materially impair the value of the Mortgaged  Premises or the security of
the  Assignee  for the  payment  of the  indebtedness  secured  by the  Mortgage
Instruments or (vi) enter into any Sub-Leases prohibited by the Loan Agreement.

                  10. Except as may be permitted by the Loan Agreement, Assignor
will not execute any Sub-Leases of all or a substantial portion of the Mortgaged
Premises  without the prior written  consent of Assignee.  All tenants must take
actual  occupancy  of the  Mortgaged  Premises  and  Assignor  will at all times
promptly and faithfully perform,  or cause to be performed,  all of the material
covenants,  conditions  and  agreements  contained  in  all  Sub-Leases  of  the
Mortgaged  Premises  now or  hereafter  existing,  on  the  part  of the  lessor
thereunder to be kept and  performed.  If any such  Sub-Leases  provides for the
giving  by the  tenant  of  certificates  with  respect  to the  status  of such
Sub-Leases,  Assignor  shall  exercise  its right to request  such  certificates
within five (5) days of any demand therefor by Assignee.

                  11.  Assignor  shall furnish to Assignee,  within fifteen (15)
days after a request by Assignee to do so, a written  statement  containing  the
names of all tenants for the Mortgaged  Premises,  the terms of their respective
Sub-Leases, the spaces occupied, and the rentals paid and any security therefor.

                  12. In addition to the  assignment  granted  herein,  Assignor
shall, from time to time upon the reasonable  request of Assignee,  specifically
assign to Assignor,  by an instrument in writing in such form as may be approved
by  Assignor,  all right,  title and  interest of Assignor in and to any and all
Sub-Leases  now or hereafter on or affecting  the Mortgaged  Premises,  together
with all security  therefor and all monies  payable  thereunder,  subject to the
conditional  permission  hereinabove  given to  Assignor  to collect the rentals
under any such  Sub-Leases.  Assignor shall also execute and deliver to Assignee
any notification,  financing  statement or other document reasonably required by
Assignee to perfect the foregoing assignment or the assignment granted herein as
to any such Sub-Leases.

                  13. Each  Sub-Leases of the Mortgaged  Premises or of any part
thereof  entered into after the date hereof shall  provide that, in the event of
the enforcement by a receiver, trustee, or Assignee of the remedies provided for
by law or by this Assignment,  any person succeeding to the interest of Assignor
as a result of such  enforcement  shall not be bound by any  payment  of rent or
additional rent for more than one (1) month in advance, provided,  however, that
nothing  herein  set forth  shall  affect or impair the  rights of  Assignee  to
terminate any one or more of such  Sub-Leases in connection with the exercise of
its remedies hereunder.

                  14.      Any notice hereunder by either party hereto to
the other shall be given as provided for in the Loan
Agreement.

                  15.  Assignor hereby agrees to indemnify and hold the Assignee
harmless against and from (a) any and all liability,  loss,  damage and expense,
including  reasonable  attorneys' fees, which it may or shall incur or which may
be  asserted  under  or in  connection  with  this  assignment  or  any  of  the
Sub-Leases,  or by reason of any action  permitted  hereunder or at law taken by
the Assignee  (including  without  limitation  any action which  Assignee in its
reasonable  discretion  may  take  to  protect  its  interest  in the  Mortgaged
Premises),  and (b) any and all  claims  and  demands  whatsoever  which  may be
incurred by or asserted against Assignor by reason of any alleged obligations or
undertakings on its part to perform or discharge any of the terms, covenants and
conditions contained in any of the Sub-Leases.

                  16. Should  Assignee  incur any such liability as described in
Paragraph 15, the amount thereof, together with interest thereon at the lower of
the highest rate  permitted by law or the Default Rate under the Loan  Agreement
shall be payable by Assignor  to Assignee  immediately  upon  demand,  or at the
option of Assignee,  Assignee may  reimburse  itself  therefor out of any rents,
issues or profits of the Mortgaged Premises collected by Assignee.

                  17. Nothing  contained herein shall operate or be construed to
obligate Assignee to perform any of the terms, covenants or conditions contained
in any Sub-Lease  (unless  required by law),  or to take any measures,  legal or
otherwise, to enforce collection of any of said rents or other payments.

                  18.  Prior to actual entry into and taking  possession  of the
Mortgaged Premises by Assignee,  this assignment shall not operate to place upon
Assignee any  responsibility  for the operation,  control,  care,  management or
repair of the Mortgaged  Premises,  or for performance of the terms,  covenants,
and conditions of any  Sub-Leases,  and the execution of this  assignment by the
Assignor shall constitute  conclusive  evidence that all  responsibility for the
operation, control, care, management and repair of the Mortgaged Premises is and
shall be that of Assignor prior to such actual entry and taking of possession.

                  19.      Upon payment in full of the principal sum,
interest and other indebtedness evidenced by the Mortgage
Instruments, this Assignment shall be and become null and
void; otherwise, it shall remain in full force and effect as

herein provided and, with the covenants,  warranties and representations  herein
contained,  shall  bind  Assignor  and  all  subsequent  ground  lessees  of the
Mortgaged  Premises  and inure to the  benefit of  Assignee  and all  subsequent
holders of the Mortgage  Instruments.  The term "Assignee," as used herein shall
be  construed  to mean as of any  time  the  holder  for the  time  being of the
Mortgage  Instruments and all rights,  options,  powers,  authority and remedies
herein  granted to Assignee may be exercised or executed at any and all times or
from time to time by any holder for the time being of the Mortgage  Instruments.
This  Assignment  may  not be  changed  or  terminated  orally,  but  only by an
instrument  in writing,  signed by the party  against  whom  enforcement  of any
waiver, change, modification, termination or discharge is sought.

                  IN WITNESS WHEREOF,  Assignor has caused this instrument to be
executed as of the date first above written.

                            "ASSIGNOR"

                            EVANS & SUTHERLAND COMPUTER
                            CORPORATION, a Utah corporation

                            By      /s/ R. Gaynor
                               ----------------------------------------------
                                    Richard J. Gaynor,
                                    Vice President and
                                    Chief Financial Officer

STATE OF CALIFORNIA                         )
                                            ) ss.
COUNTY OF LOS ANGELES                       )

                  On December 14, 2000,  before me,  Greta  Johnson,  personally
appeared RICHARD J. GAYNOR, personally known to me (or proved to me on the basis
of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to
the within instrument and acknowledged to me that he/she/they  executed the same
in   his/her/their   authorized   capacity(ies),   and  that  by   his/her/their
signature(s) on the instrument the person(s), or the entity upon behalf of which
the person(s) acted, executed the instrument

                  WITNESS my hand and official seal.

                                        /s/ Greta Johnson
                               ----------------------------------------------

                                    EXHIBIT A

The  leasehold  estate and interest  which arise  pursuant to that certain Lease
Agreement,  dated  November  21,  1972,  by and between  UNIVERSITY  OF UTAH,  a
corporate  and body  politic  ("Lessor"),  and  MOUNTAIN  CO-VENTURE,  a general
partnership ("Lessee"), and amended by that certain Addendum To Lease Agreement,
dated April 3, 1973, and by that Second Addendum to Lease Agreement,  dated June
4, 1973, and by that certain Third Addendum To Lease  Agreement,  dated December
7, 1973, and by that certain Fourth Addendum To Lease Agreement, dated September
12, 1979, and by that certain Fifth Addendum to Lease Agreement,  dated April 9,
1987,  [record  notice of the existence of said Lease  Agreement was  originally
afforded by that certain Memorandum of Lease recorded June 21, 1973 as Entry No.
2548892,  in Book 3355 at Page 354,  of the  Official  Records  of the Salt Lake
County  Recorder.  Further  record notice was afforded by a Memorandum Of Ground
Lease recorded June 1, 2000 as Entry No.  7650611,  in Book 8365 at Page 3592 of
the Official Records of the Salt Lake County Recorder;  the Lessee's interest in
and to said  Lease  Agreement  being  now  held by EVANS &  SUTHERLAND  COMPUTER
CORPORATION,  a Utah corporation],  in and to the following  described tracts of
land:

         BEGINNING at a point on the Westerly line of Arappen Drive,  said point
         being North 2324.780 feet and West 686.110 feet from the Salt Lake City
         Survey  Monument at the  intersection  of  Sunnyside  Avenue and Padley
         Street,  said Monument is located South  65(degree)48'24"  West 3622.62
         feet and East 97.00 feet and South 58.20 feet from the Southeast corner
         of  Section  3,  Township  1 South,  Range 1 East,  Salt  Lake Base and
         Meridian,  and running thence South  41(degree)00'00" West 212.00 feet;
         thence   North   49(degree)00'00"   West  90.00  feet;   thence   South
         41(degree)00'00"  West 340.00 feet; thence North  49(degree)00'00" West
         239.289 feet to a point on the arc of a 692.20 foot radius curve to the
         right; thence  Northeasterly 31.381 feet along said curve (chord bears:
         North 39(degree)42'06" East 31.378 feet); thence North 41(degree)00'00"
         East 475.63 feet to a point on the arc of a 45.00 foot radius  curve to
         the right; thence Northeasterly and Southeasterly 70.69 feet along said
         curve (chord bears: North  86(degree)00'00" East 63.64 feet) to a point
         on the Westerly line of Arappen  Drive;  thence South  49(degree)00'00"
         East  285.00  feet  along  the  said  Westerly  line  to the  point  of
         BEGINNING.

         BEGINNING at a point North  1921.943  feet and West  1155.542 feet from
         the Salt Lake City Survey  Monument at the  intersection  of  Sunnyside
         Avenue  and   Padley   Street,   said   Monument   is   located   South
         65(degree)48'24"  West 3622.62 feet and East 97.00 feet and South 58.20
         feet from the Southeast corner of Section 3, Township 1 South, Range 1

         East,   Salt  Lake  Base  and  Meridian,   and  running   thence  South
         41(degree)00'00"  West 70.00 feet; thence North  49(degree)00'00"  West
         220.927  feet to a point  on the arc of a  692.20  foot  radius  curve;
         thence  Northeasterly  71.229 feet along said curve to the right (chord
         bears:   North   30(degree)28'00"   East  71.20  feet);   thence  south
         49(degree)00'00" East 233.943 feet to the point of BEGINNING.

EXCEPTING  ANY PORTION LYING WITHIN THE BOUNDS OF WAKARA WAY AND/OR KOMAS DRIVE,
THE  DEDICATION  PLATS OF WHICH ARE FILED IN THE OFFICE OF THE SALT LAKE  COUNTY
RECORDER.

 

Basic Info X:

Name: ABSOLUTE ASSIGNMENT OF SUB-LEASES
Type: Absolute Assignment of Sub-leases
Date: April 2, 2001
Company: EVANS & SUTHERLAND COMPUTER CORP
State: Utah

Other info: