EVANS & SUTHERLAND COMPUTER CORP
EMPLOYMENT AGREEMENT WITH JAMES R. OYLER
<DOCUMENT>
<TYPE>EX-10.6
<SEQUENCE>7
<FILENAME>0007.txt
<DESCRIPTION>EMPLOYMENT AGREEMENT WITH JAMES R. OYLER
<TEXT>


                              EMPLOYMENT AGREEMENT


         THIS  EMPLOYMENT  AGREEMENT (the  "Agreement") is made and entered into
effective  as of the 16th day of May,  2000,  by and between  EVANS & SUTHERLAND
COMPUTER CORPORATION, a Utah corporation (the "Company") and JAMES R. OYLER (the
"Executive").

                              W I T N E S S E T H:

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

     WHEREAS, the Company desires to have the benefit of the Executive's efforts
and services; and

         WHEREAS,  the Company has determined  that it is appropriate and in the
best  interests  of the Company to provide to the  Executive  protection  in the
event of certain  terminations of the Executive's  employment  relationship with
the Company in accordance with the terms and conditions contained herein and the
Executive desires to have such protection.

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

         1.       DEFINITIONS.

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

               (a) "Accrued  Benefits"  shall mean the amount  payable not later
          than ten (10) days following an applicable  Termination Date and which
          shall be equal to the sum of the following amounts:

                         (i)  All   salary   earned  or  accrued   through   the
                    Termination Date;

                         (ii)  Reimbursement  for any and all monies advanced in
                    connection  with the  Executive's  employment for reasonable
                    and necessary expenses incurred by the Executive through the
                    Termination Date;

                         (iii) Any and all other cash benefits previously earned
                    through the Termination Date and deferred at the election of
                    the Executive or pursuant to any deferred compensation plans
                    then in effect;

                         (iv) The full amount of any stated bonus payable to the
                    Executive in accordance  with Sections  6(b)-(c) herein with
                    respect to the year in which termination occurs; and

                         (v) All  other  payments  and  benefits  to  which  the
                    Executive  may be  entitled  under the terms of any  benefit
                    plan of the Company.
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                                       2


               (b) "Act" shall mean the Securities Exchange Act of 1934;

               (c) "Affiliate" shall have the same meaning as given to that term
          in Rule 12b-2 of Regulation 12B promulgated under the Act;

               (d)  "Base  Period  Income"  shall  be an  amount  equal  to  the
          Executive's "annualized includable compensation" for the "base period"
          as  defined  in  Sections  280G(d)(1)  and  (2) of the  Code  and  the
          regulations adopted thereunder;

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

               (f) "Board" shall mean the Board of Directors of the Company;

               (g) "Cause" shall mean any of the following:

                    (i) The engaging by the Executive in fraudulent  conduct, as
               evidenced  by a  determination  in a binding and final  judgment,
               order or decree of a court or administrative  agency of competent
               jurisdiction,  in effect after  exhaustion or lapse of all rights
               of  appeal,  in an action,  suit or  proceeding,  whether  civil,
               criminal,  administrative  or  investigative,   which  the  Board
               determines,  in its sole  discretion,  has a significant  adverse
               impact on the Company in the conduct of the Company's business;

                    (ii)  Conviction of a felony,  as evidenced by a binding and
               final  judgment,   order  or  decree  of  a  court  of  competent
               jurisdiction,  in effect after  exhaustion or lapse of all rights
               of appeal,  which the Board  determines,  in its sole discretion,
               has a significant adverse impact on the Company in the conduct of
               the Company's business;

                    (iii)  Neglect or refusal by the  Executive  to perform  the
               Executive's  duties  or  responsibilities  (unless  significantly
               changed without the Executive's consent); or

                    (iv)  A  significant  violation  by  the  Executive  of  the
               Company's established policies and procedures;

         Notwithstanding  the  foregoing,  Cause shall not exist under  Sections
         1(g)(iii) and (iv) herein unless the Company  furnishes  written notice
         to the  Executive of the specific  offending  conduct and the Executive
         fails to correct  such  offending  conduct  within the thirty  (30) day
         period commencing on the receipt of such notice.

               (h)  "Change  of  Control"  shall mean a change in  ownership  or
          managerial  control of the stock,  assets or  business  of the Company
          resulting from one or more of the following circumstances:
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                                       3


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

                    (ii)  A  change  in  ownership  of  the  Company  through  a
               transaction  or series of  transactions,  such that any Person or
               Persons (other than any current  officer of the Company or member
               of the  Board)  is  (are) or  become(s),  in the  aggregate,  the
               Beneficial Owner(s), directly or indirectly, of securities of the
               Company   representing  thirty  percent  (30%)  or  more  of  the
               Company's then outstanding securities;

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

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

                    (v)  During  any  period  of  two  (2)  consecutive   years,
               individuals who, at the beginning of such period, constituted the
               Board of  Directors  of the Company  cease,  for any  reason,  to
               constitute  at least a majority  thereof,  unless the election or
               nomination  for election of each new director was approved by the
               vote of at least  two-thirds (2/3) of the directors then still in
               office who were directors at the beginning of the period;

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

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

         A "Change of  Control"  shall be deemed to occur on the actual  date on
         which  any  of  the  foregoing  circumstances  shall  occur;  provided,
         however,  that in  connection  with a "Change of Control"  specified in

<PAGE>
                                       4


         Section  1(h)(vii),  a "Change of Control"  shall be deemed to occur on
         the date of the filing of the relevant  proceeding  under Chapter 11 of
         the  Federal  Bankruptcy  Code (or any  successor  or other  statute of
         similar import).

               (i) "Change of Control  Period" shall mean the period  commencing
          on the date a Change  of  Control  occurs  and  ending  on the  second
          anniversary of such Change of Control;

               (j)  "Code"  shall mean the  Internal  Revenue  Code of 1986,  as
          amended from time to time;

               (k)  "Disability"  shall  mean a  physical  or  mental  condition
          whereby the  Executive  is unable to perform on a full-time  basis the
          customary duties of the Executive under this Agreement;

               (l)  "Federal  Short  Term-Rate"  shall mean the rate  defined in
          Section 1274(d)(1)(C)(i) of the Code;

               (m) "Good Reason" shall mean:

                    (i) The required  relocation of the  Executive,  without the
               Executive's consent, to an employment location which is more than
               seventy-five (75) miles from the Executive's  employment location
               on the day preceding the date of this Agreement;

                    (ii) The  removal of the  Executive  from or any  failure to
               reelect  the  Executive  to  any  of the  positions  held  by the
               Executive as of the date of this Agreement or any other positions
               to which the  Executive  shall  thereafter be elected or assigned
               except in the event  that such  removal  or  failure  to  reelect
               relates to the  termination  by the  Company  of the  Executive's
               employment  for  Cause  or by  reason  of  death,  Disability  or
               voluntary retirement;

                    (iii) A significant adverse change,  without the Executive's
               written  consent,  in the  nature  or  scope  of the  Executive's
               authority,  powers, functions,  duties or responsibilities,  or a
               material  reduction  in the  level of  support  services,  staff,
               secretarial and other assistance,  office space and accoutrements
               available  to a  level  below  that  which  was  provided  to the
               Executive on the day  preceding  the date of this  Agreement  and
               that which is necessary to perform any additional duties assigned
               to the  Executive  following  the date of this  Agreement,  which
               change or reduction is not generally effective for all executives
               employed  by the Company (or its  successor)  in the  Executive's
               class or category; or

                    (iv) Breach or violation  of any material  provision of this
               Agreement by the Company;

               (n) "Gross Income" shall mean the  Executive's  average  targeted
          compensation  (base  salary  plus  cash  bonus)  for the prior two (2)
          taxable years, plus any other compensation payable to the Executive by
          the Company for the same period, whether taxable or non-taxable;

               (o) "Notice of  Termination"  shall mean the notice  described in
          Section 14 herein;
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                                       5


               (p)  "Person"  shall  mean  any  individual,  partnership,  joint
          venture,  association,  trust, corporation or other entity, other than
          an  employee  benefit  plan of the  Company  or an  entity  organized,
          appointed  or  established  pursuant to the terms of any such  benefit
          plan;

               (q) "Termination  Date" shall mean, except as otherwise  provided
          in Section 14 herein,

                    (i) The Executive's date of death;

                    (ii)  Thirty  (30) days after the  delivery of the Notice of
               Termination  terminating the Executive's employment on account of
               Disability  pursuant  to Section 9 herein,  unless the  Executive
               returns on a  full-time  basis to the  performance  of his or her
               duties prior to the expiration of such period;

                    (iii)  Thirty (30) days after the  delivery of the Notice of
               Termination  if the  Executive's  employment is terminated by the
               Executive voluntarily; or

                    (iv)  Thirty  (30) days after the  delivery of the Notice of
               Termination  if the  Executive's  employment is terminated by the
               Company  for any  reason  other  than  death or  Disability;  (r)
               "Termination Payment" shall mean the payment described in Section
               13 herein;

               (s)  "Total  Payments"  shall  mean  the  sum of the  Termination
          Payment and any other  "payments  in the nature of  compensation"  (as
          defined  in  Section  280G of the  Code  and the  regulations  adopted
          thereunder)  to or for the  benefit of the  Executive,  the receipt of
          which is  contingent  on a Change of Control and to which Section 280G
          of the Code applies.

         2.       EMPLOYMENT.

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

         3.       TERM.

         The  employment  of  the  Executive  by  the  Company  pursuant  to the
provisions  of this  Agreement  shall  commence  on the date  hereof  and end on
December 31, 2002,  unless further extended or sooner  terminated as hereinafter
provided.  On  December  31,  2002,  and on the last day of  December  each year
thereafter,  the  term  of  the  Executive's  employment  shall,  unless  sooner
terminated as hereinafter provided, be automatically  extended for an additional
one year period from the date  thereof  unless,  at least six (6) months  before
such  December  31, the Company  shall have  delivered  to the  Executive or the
Executive  shall have  delivered to the Company  written notice that the term of
the  Executive's  employment  hereunder will not be extended beyond its existing
duration.

         4.       POSITIONS AND DUTIES.

         The Executive shall serve as President and Chief  Executive  Officer of
the Company and in such additional  capacities as set forth in Section 7 herein.

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                                       6


In  connection  with the  foregoing  positions,  the  Executive  shall have such
duties,  responsibilities  and authority as may from time to time be assigned to
the Executive by the Board.  The Executive  shall devote  substantially  all the
Executive's working time and efforts to the business and affairs of the Company.

         5.       PLACE OF PERFORMANCE.

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

         6.       COMPENSATION AND RELATED MATTERS.

               (a) Salary. The Company shall pay to the Executive his annualized
          base salary (as in effect on the effective  date of this Agreement and
          subject to adjustment as provided  herein) in equal  installments  (as
          nearly as  practicable),  in accordance  with the  Company's  standard
          payroll  policy  (as in effect  from time to  time),  which  currently
          provides  for  payments to be made every two weeks,  in arrears.  Such
          annualized  base  salary  may  be  increased  from  time  to  time  in
          accordance  with  normal  business  practices  of  the  Company.   The
          annualized  base salary of the Executive  shall not be decreased below
          its then existing amount during the term of this Agreement.

               (b) ESIP.  The Executive  shall be entitled to participate in the
          Evans & Sutherland Incentive Program.

               (c) SERP.  The Executive  shall be entitled to participate in the
          Company's Supplemental Executive Retirement Plan.

               (d) Expenses.  The Executive  shall be entitled to receive prompt
          reimbursement for all reasonable expenses incurred by the Executive in
          performing services  hereunder,  including all expenses for travel and
          living  expenses while away from home on business or at the request of
          and in the service of the  Company,  provided  that such  expenses are
          incurred  and  accounted  for in  accordance  with  the  policies  and
          procedures established from time to time by the Company.

               (e) Other Benefits.  The Company shall provide Executive with all
          other  benefits  normally  provided  to an  employee  of  the  Company
          similarly  situated  to  Executive,  including  being added as a named
          officer on the Company's existing  directors' and officers'  liability
          insurance policy.

               (f) Vacations.  The Executive  shall be entitled to the number of
          vacation days in each calendar year, and to compensation in respect of
          earned but unused  vacation  days,  determined in accordance  with the
          Company's  vacation plan, but in no event less than fifteen (15) days.
          The Executive shall also be entitled to all paid holidays given by the
          Company to its executives.

               (g) Services  Furnished.  The Company shall furnish the Executive
          with office space,  and such other facilities and services as shall be
          suitable to the Executive's  position and adequate for the performance
          of the Executive's duties as set forth in Section 4 hereof.
<PAGE>
                                       7


         7.       OFFICES.

         The  Executive  agrees to serve  without  additional  compensation,  if
elected or appointed  thereto,  in one or more executive offices of the Company,
or any affiliate or  subsidiary  of the Company,  or as a member of the board of
directors of any subsidiary or affiliate of the Company; provided, however, that
the  Executive is  indemnified  for serving in any and all such  capacities on a
basis no less favorable than is currently  provided in the Company's  bylaws, or
otherwise.

         8.       TERMINATION AS A RESULT OF DEATH.

         If the  Executive  shall die  during  the term of this  Agreement,  the
Executive's  employment shall terminate on the Executive's date of death and the
Executive's  surviving spouse,  or the Executive's  estate if the Executive dies
without  a  surviving  spouse,  shall be  entitled  to the  Executive's  Accrued
Benefits as of the Termination Date and any applicable Termination Payment.

         9.       TERMINATION FOR DISABILITY.

         If, as a result of the Executive's Disability, the Executive shall have
been unable to perform the Executive's duties hereunder on a full-time basis for
four (4)  consecutive  months and  within  thirty  (30) days  after the  Company
provides the Executive with a Termination  Notice,  the Executive shall not have
returned to the performance of the Executive's  duties on a full-time basis, the
Company may terminate the Executive's employment,  subject to Section 14 herein.
During  the  term  of the  Executive's  Disability  prior  to  termination,  the
Executive  shall  continue  to receive  all salary and  benefits  payable  under
Section  6  herein,  including  participation  in all  employee  benefit  plans,
programs and  arrangements  in which the Executive  was entitled to  participate
immediately  prior to the Disability;  provided,  however,  that the Executive's
continued  participation  is permitted  under the terms and  provisions  of such
plans,   programs  and   arrangements.   In  the  event  that  the   Executive's
participation  in any such plan,  program or arrangement is barred as the result
of such  Disability,  the Executive shall be entitled to receive an amount equal
to the  contributions,  payments,  credits or allocations  which would have been
paid by the  Company  to the  Executive,  to the  Executive's  account or on the
Executive's behalf under such plans, programs and arrangements. In the event the
Executive's employment is terminated on account of the Executive's Disability in
accordance  with this Section 9, the  Executive  shall  receive the  Executive's
Accrued  Benefits as of the  Termination  Date and shall remain eligible for all
benefits provided by any long-term  disability programs of the Company in effect
at the time of such  termination.  The  Executive  shall also be entitled to the
Termination Payment described in Section 13(a).

         10.      TERMINATION FOR CAUSE.

         If the  Executive's  employment  with the Company is  terminated by the
Company for Cause, subject to the procedures set forth in Section 14 herein, the
Executive  shall be entitled to receive the Executive's  Accrued  Benefits as of
the  Termination  Date.  The  Executive  shall not be entitled to receipt of any
Termination Payment.

         11.      OTHER TERMINATION BY COMPANY.

         If the  Executive's  employment  with the Company is  terminated by the
Company  other  than by reason of death,  Disability  or Cause,  subject  to the
procedures set forth in Section 14 herein, the Executive (or in the event of the
Executive's  death  following the Termination  Date, the  Executive's  surviving

<PAGE>
                                       8


spouse or the  Executive's  estate if the  Executive  dies  without a  surviving
spouse) shall receive the applicable  Termination  Payment.  The Executive shall
not, in connection  with any  consideration  receivable in accordance  with this
Section 11, be required to mitigate the amount of such consideration by securing
other  employment  or otherwise and such  consideration  shall not be reduced by
reason of the Executive securing other employment or for any other reason.

         12.      VOLUNTARY TERMINATION BY EXECUTIVE.

         Provided  that the Executive  furnishes  thirty (30) days prior written
notice  to the  Company,  the  Executive  shall  have the  right to  voluntarily
terminate this Agreement at any time. If the Executive's  voluntary  termination
is without Good Reason,  the  Executive  shall receive the  Executive's  Accrued
Benefits as of the Termination Date and shall not be entitled to any Termination
Payment.  If the  Executive's  voluntary  termination  is for Good  Reason,  the
Executive (or in the event of the  Executive's  death  following the Termination
Date,  the  Executive's  surviving  spouse  or  the  Executive's  estate  if the
Executive  dies  without  a  surviving  spouse)  shall  receive  the  applicable
Termination   Payment.   The  Executive   shall  not,  in  connection  with  any
consideration  receivable  in  accordance  with this  Section 12, be required to
mitigate  the amount of such  consideration  by  securing  other  employment  or
otherwise and such consideration shall not be reduced by reason of the Executive
securing other employment or for any other reason.

         13.      TERMINATION PAYMENT.

               (a) If the  Executive's  employment  is terminated as a result of
          death or disability,  the lump sum Termination  Payment payable to the
          Executive shall be equal to the Executive's  Gross Income for the year
          preceding the Termination Date.

               (b) If the Executive's  employment is terminated by the Executive
          for Good  Reason or by the  Company  for any reason  other than death,
          disability or Cause, the Termination  Payment payable to the Executive
          by the Company or an affiliate of the Company shall be two (2.0) times
          the  Executive's  Gross Income for the year preceding the  Termination
          Date.

               (c) If,  during a  Change  of  Control  Period,  the  Executive's
          employment  is  terminated  by the Executive for Good Reason or by the
          Company for any reason  other than death,  Disability,  or Cause,  the
          Termination  Payment  payable to the  Executive  by the  Company or an
          affiliate  of the  Company  shall be two (2.0)  times the  Executive's
          Gross Income for the year preceding the Termination Date.

               (d) If the Executive's  employment is terminated by the Executive
          within  one  hundred  eighty  (180) days of a Change of  Control,  the
          Termination  Payment  payable to the  Executive  by the  Company or an
          affiliate  of the Company  shall be two and  one-half  (2.5) times the
          Executive's Gross Income for the year preceding the Termination Date.

               (e) It is the intention of the Company and the Executive  that no
          portion of the  Termination  Payment  and any other  "payments  in the
          nature of  compensation"  (as defined in Section  280G of the Code and
          the  regulations  adopted  thereunder)  to or for the  benefit  of the
          Executive under this Agreement, or under any other agreement,  plan or
          arrangement,  be deemed to be an "excess parachute payment" as defined
          in Section  280G of the Code.  It is agreed that the present  value of
          the  Total  Payments  shall  not  exceed  an  amount  equal to two and
          ninety-nine  hundredths  (2.99)  times  the  Executive's  Base  Period

<PAGE>
                                       9


          Income,  which is the maximum  amount which the  Executive may receive
          without  becoming  subject to the tax  imposed by Section  4999 of the
          Code or which the  Company  may pay without  loss of  deduction  under
          Section  280G(a)  of the  Code.  Present  value for  purposes  of this
          Agreement  shall be  calculated  in  accordance  with the  regulations
          issued  under  Section  280G  of the  Code.  Within  sixty  (60)  days
          following  delivery  of the  Notice  of  Termination  or notice by the
          Company  to the  Executive  of its  belief  that there is a payment or
          benefit due the  Executive  which will  result in an excess  parachute
          payment as defined in Section 280G of the Code,  the Executive and the
          Company shall, at the Company's expense,  obtain such opinions as more
          fully described  hereafter,  which need not be  unqualified,  of legal
          counsel  and  certified  public  accountants  or a firm of  recognized
          executive  compensation  consultants.  The Executive shall select said
          legal counsel, certified public accountants and executive compensation
          consultants;  provided,  however,  that if the Company does not accept
          one (1) or more of the parties selected by the Executive,  the Company
          shall  provide  the  Executive  with the names of such legal  counsel,
          certified public accountants and/or executive compensation consultants
          as the Company may select;  provided,  further,  however,  that if the
          Executive  does not  accept  the  party  or  parties  selected  by the
          Company,  the  legal  counsel,  certified  public  accountants  and/or
          executive  compensation  consultants selected by the Executive and the
          Company,  respectively,  shall  select  the legal  counsel,  certified
          public   accountants   and/or  executive   compensation   consultants,
          whichever is  applicable,  who shall provide the opinions  required by
          this Section 13(e).  The opinions  required  hereunder shall set forth
          (a) the amount of the Base  Period  Income of the  Executive,  (b) the
          present  value of Total  Payments and (c) the amount and present value
          of any excess  parachute  payments.  In the event  that such  opinions
          determine  that  there  would  be an  excess  parachute  payment,  the
          Termination Payment or any other payment determined by such counsel to
          be  includable  in Total  Payments  shall be reduced or  eliminated as
          specified by the Executive in writing  delivered to the Company within
          thirty  (30) days of his or her  receipt of such  opinions  or, if the
          Executive  fails to so notify the Company,  then as the Company  shall
          reasonably determine, so that under the bases of calculation set forth
          in such  opinions  there  will be no  excess  parachute  payment.  The
          provisions of this Section 13(e), including the calculations,  notices
          and opinions  provided  for herein shall be based upon the  conclusive
          presumption that the  compensation  and other benefits,  including but
          not  limited to the Accrued  Benefits,  earned on or after the date of
          Change  of  Control  by  the  Executive   pursuant  to  the  Company's
          compensation  programs  if such  payments  would have been made in the
          future  in any  event,  even  though  the  timing of such  payment  is
          triggered by the Change of Control,  are reasonable  compensation  for
          services rendered prior to the Change of Control;  provided,  however,
          that in the event legal  counsel so requests  in  connection  with the
          opinion required by this Section 13(e), a firm of recognized executive
          compensation  consultants,  selected by the  Executive and the Company
          pursuant to the procedures set forth above,  shall provide an opinion,
          upon which such legal  counsel may rely, as to the  reasonableness  of
          any item of  compensation  as  reasonable  compensation  for  services
          rendered prior to the Change of Control by the Executive. In the event
          that the provisions of Sections 280G and 4999 of the Code are repealed
          without succession, this Section 13(e) shall be of no further force or
          effect.

               (f) The  Termination  Payment  shall be payable in a lump sum not
          later than ten (10) days following the Executive's  Termination  Date.
          Such lump sum  payment  shall not be reduced by any  present  value or
          similar  factor.  Further,  the  Executive  shall not be  required  to
          mitigate the amount of such payment by securing  other  employment  or
          otherwise  and such  payment  shall  not be  reduced  by reason of the
          Executive securing other employment or for any other reason.
<PAGE>
                                       10


         14.      TERMINATION NOTICE AND PROCEDURE.

         Any  termination  by the Company or the  Executive  of the  Executive's
employment  during the Employment Period shall be communicated by written Notice
of Termination  to the Executive,  if such Notice of Termination is delivered by
the Company,  and to the Company,  if such Notice of Termination is delivered by
the Executive, all in accordance with the following procedures:

               (a)  The  Notice  of  Termination  shall  indicate  the  specific
          termination  provision  in this  Agreement  relied  upon and shall set
          forth in  reasonable  detail  the facts and  circumstances  alleged to
          provide a basis for termination;

               (b) Any Notice of Termination by the Company shall be approved by
          a  resolution  duly  adopted by a  majority  of the  directors  of the
          Company then in office;

               (c) If the  Executive  shall in good  faith  furnish  a Notice of
          Termination  for Good Reason and the Company  notifies  the  Executive
          that a dispute exists  concerning the termination,  within the fifteen
          (15) day period  following the Company's  receipt of such notice,  the
          Executive  shall  continue  the  Executive's  employment  during  such
          dispute.  If it is  thereafter  determined  that (i) Good  Reason  did
          exist,  the Executive's  Termination  Date shall be the earlier of (A)
          the date on which the dispute is finally determined,  either by mutual
          written  agreement  of the  parties or pursuant to Section 19, (B) the
          date of the Executive's death or (C) one day prior to the second (2nd)
          anniversary of a Change of Control,  and the  Executive's  Termination
          Payment,  if  applicable,  shall reflect  events  occurring  after the
          Executive  delivered the Executive's  Notice of  Termination;  or (ii)
          Good  Reason did not exist,  the  employment  of the  Executive  shall
          continue  after  such  determination  as  if  the  Executive  had  not
          delivered the Notice of Termination asserting Good Reason; and

               (d)  If  the  Executive  gives  notice  to  terminate  his or her
          employment  for Good Reason and a dispute arises as to the validity of
          such  dispute,  and the  Executive  does not continue  his  employment
          during such dispute,  and it is finally determined that the reason for
          termination  set forth in such Notice of Termination did not exist, if
          such notice was delivered by the  Executive,  the  Executive  shall be
          deemed to have voluntarily terminated the Executive's employment other
          than for Good Reason.

15.      ACCELERATION AND EXERCISE OF OPTIONS ON CERTAIN TERMINATIONS

         Notwithstanding anything to the contrary in this Agreement,  should the
Executive's  employment hereunder be terminated by the Company without Cause, or
by the  Executive  for Good Reason,  then (i) vesting of all options  previously
granted by the Company to the Executive, exercisable for shares of the Company's
Common Stock (the  "Options"),  shall be  accelerated so that the Options become
fully  exercisable,  and (ii) the  Executive  shall have the right and option to
exercise  all  Options  (in  addition  to any  methods of  exercise  and payment
otherwise  permitted)  by delivery of his full recourse  promissory  note in the
principal  amount  equal to the  exercise  price,  secured  by the  shares to be
purchased with such note, with interest to accrue on the  outstanding  principal
balance  of the note at the rate  determined  as set forth  below,  and with the
entire  outstanding  principal  amount of the note and all  accrued  interest to
become due and payable upon the fifth anniversary of the exercise date. Interest
will be charged with respect to a promissory note given an exercise of an Option
at the monthly applicable federal rate published by the Internal Revenue Service
for the month in which the Option is exercised.
<PAGE>
                                       11


         16.      NONDISCLOSURE OF PROPRIETARY INFORMATION.

         Recognizing  that the Company is presently  engaged,  and may hereafter
continue to be engaged,  in the  research  and  development  of  processes,  the
manufacturing of products or performance of services, which involve experimental
and  inventive  work and that  the  success  of its  business  depends  upon the
protection of the  processes,  products and services by patent,  copyright or by
secrecy and that the Executive  has had, or during the course of his  engagement
may have,  access to Proprietary  Information,  as hereinafter  defined,  of the
Company or other  information and data of a secret or proprietary  nature of the
Company  which the Company  wishes to keep  confidential  and the  Executive has
furnished,  or during the course of his engagement may furnish, such information
to the Company, the Executive agrees that:

               (a)  "Proprietary  Information"  shall mean any and all  methods,
          inventions,  improvements or discoveries, whether or not patentable or
          copyrightable,  and any other  information of a similar nature related
          to the business of the Company disclosed to the Executive or otherwise
          made known to him as a consequence of or through his engagement by the
          Company  (including  information  originated by the  Executive) in any
          technological  area previously  developed by the Company or developed,
          engaged  in, or  researched,  by the  Company  during  the term of the
          Executive's engagement,  including, but not limited to, trade secrets,
          processes,  products,  formulae,  apparatus,   techniques,   know-how,
          marketing plans, data, improvements,  strategies,  forecasts, customer
          lists,   and  technical   requirements   of  customers,   unless  such
          information is in the public domain to such an extent as to be readily
          available to competitors;

               (b) The  Executive  acknowledges  that the Company has  exclusive
          property  rights  to all  Proprietary  Information  and the  Executive
          hereby  assigns  all  rights  he  might   otherwise   possess  in  any
          Proprietary  Information  to the  Company.  Except as  required in the
          performance  of his duties to the Company,  the Executive  will not at
          any time during or after the term of his engagement,  which term shall
          include any time in which the Executive may be retained by the Company
          as a consultant, directly or indirectly use, communicate,  disclose or
          disseminate any Proprietary  Information or any other information of a
          secret,  proprietary,  confidential  or generally  undisclosed  nature
          relating  to the  Company,  its  products,  customers,  processes  and
          services,   including  information  relating  to  testing,   research,
          development, manufacturing, marketing and selling;

               (c) All  documents,  records,  notebooks,  notes,  memoranda  and
          similar repositories of, or containing, Proprietary Information or any
          other information of a secret, proprietary,  confidential or generally
          undisclosed  nature  relating  to the  Company or its  operations  and
          activities  made or  compiled  by the  Executive  at any  time or made
          available to him or her prior to or during the term of his  engagement
          by the Company,  including  any and all copies  thereof,  shall be the
          property of the  Company,  shall be held by him or her in trust solely
          for the benefit of the Company,  and shall be delivered to the Company
          by him or her on the  termination  of his or her  engagement or at any
          other time on the request of the Company; and

               (d)  The   Executive   will  not  assert  any  rights  under  any
          inventions,   copyrights,   discoveries,   concepts   or   ideas,   or
          improvements thereof, or know-how related thereto, as having been made
          or  acquired  by him or her prior to his or her being  engaged  by the
          Company or during the term of his  engagement if based on or otherwise
          related to Proprietary Information.
<PAGE>
                                       12


         17.      ASSIGNMENT OF INVENTIONS.

               (a) For purposes of this Section 17, the term "Inventions"  shall
          mean  discoveries,   concepts,   and  ideas,   whether  patentable  or
          copyrightable  or not,  including  but not  limited  to  improvements,
          know-how, data, processes,  methods, formulae, and techniques, as well
          as improvements  thereof or know-how related  thereto,  concerning any
          past,  present or  prospective  activities  of the  Company  which the
          Executive  makes,  discovers or  conceives  (whether or not during the
          hours of his  engagement or with the use of the Company's  facilities,
          materials or  personnel),  either solely or jointly with others during
          his or her engagement by the Company or any affiliate and, if based on
          or related to Proprietary  Information,  at any time after termination
          of such  engagement.  All Inventions shall be the sole property of the
          Company,  and  Executive  agrees to  perform  the  provisions  of this
          Section 17 with respect  thereto without the payment by the Company of
          any  royalty or any  consideration  therefor  other  than the  regular
          compensation  paid to the  Executive in the capacity of an employee or
          consultant.

               (b) The Executive shall maintain written notebooks in which he or
          she  shall  set  forth,  on a  current  basis,  information  as to all
          Inventions,  describing  in detail  the  procedures  employed  and the
          results  achieved as well as information as to any studies or research
          projects  undertaken on the Company's  behalf.  The written  notebooks
          shall  at all  times  be the  property  of the  Company  and  shall be
          surrendered  to the Company upon  termination of his or her engagement
          or, upon request of the Company, at any time prior thereto.

               (c) The  Executive  shall  apply,  at the  Company's  request and
          expense,  for United States and foreign  letters  patent or copyrights
          either in the  Executive's  name or  otherwise  as the  Company  shall
          desire.

               (d) The Executive hereby assigns to the Company all of his or her
          rights to such  Inventions,  and to  applications  for  United  States
          and/or  foreign  letters  patent or  copyrights  and to United  States
          and/or  foreign  letters  patent  or  copyrights   granted  upon  such
          Inventions.

               (e) The Executive shall  acknowledge and deliver  promptly to the
          Company,  without  charge to the  Company,  but at its  expense,  such
          written  instruments  (including  applications and assignments) and do
          such  other  acts,  such  as  giving   testimony  in  support  of  the
          Executive's  inventorship,  as may be  necessary in the opinion of the
          Company to obtain, maintain, extend, reissue and enforce United States
          and/or  foreign   letters  patent  and  copyrights   relating  to  the
          Inventions  and to vest the  entire  right  and title  thereto  in the
          Company or its nominee. The Executive acknowledges and agrees that any
          copyright  developed or conceived of by the Executive  during the term
          of  Executive's  employment  which is related to the  business  of the
          Company  shall be a "work for hire"  under  the  copyright  law of the
          United States and other applicable jurisdictions.

               (f) The Executive  represents  that his or her performance of all
          the terms of this Agreement and as an employee of or consultant to the
          Company  does not and will not  breach  any trust  prior to his or her
          employment by the Company.  The Executive agrees not to enter into any
          agreement  either written or oral in conflict  herewith and represents
          and agrees  that he or she has not brought and will not bring with him

<PAGE>
                                       13


          to  the   Company   or  use   in  the   performance   of  his  or  her
          responsibilities at the Company any materials or documents of a former
          employer which are not generally available to the public, unless he or
          she has obtained  written  authorization  from the former employer for
          their  possession  and use, a copy of which has been  provided  to the
          Company.

               (g) No  provisions  of this Section  shall be deemed to limit the
          restrictions applicable to the Executive under Section 16.

               (h) No provision of this Section  shall be deemed or construed to
          require  the  Executive  to  assign  to  the  Company  any  rights  or
          intellectual  property  with  respect  to any  invention  which (i) is
          created  by the  Executive  entirely  on his own  time,  (ii) does not
          constitute an "employment invention" as defined in the Utah Employment
          Inventions  Act, and (iii) is not exempted from the application of the
          Utah Employment Inventions Act.

         18.      SHOP RIGHTS.

         The  Company  shall  also  have  the  royalty-free  right to use in its
business, and to make, use and sell products,  processes and/or services derived
from any inventions, discoveries, concepts and ideas, whether or not patentable,
including but not limited to processes,  methods,  formulas and  techniques,  as
well as improvements  thereof or know-how related thereto,  which are not within
the scope of Inventions as defined in Section 16 but which are conceived or made
by the  Executive  during the period he or she is engaged by the Company or with
the use or assistance of the Company's facilities, materials or personnel.

         19.      NON-COMPETE.

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

               (a)  Within  any  jurisdiction  or  marketing  area in the United
          States  in  which  the  Company  or any  subsidiary  thereof  is doing
          business, own, manage, operate or control any business of the type and
          character   engaged  in  and  competitive  with  the  Company  or  any
          subsidiary  thereof.  For  purposes  of  this  Section,  ownership  of
          securities  of not in  excess  of five  percent  (5%) of any  class of
          securities  of  a  public  company  shall  not  be  considered  to  be
          competition with the Company or any subsidiary thereof; or

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

               (c) Solicit any similar business to that of the Company's for, or
          sell any products that are in competition with the Company's  products
          to, any company in the United States, which is, as of the date hereof,
          a customer or client of the Company or any of its subsidiaries, or was
          such a customer or client  thereof  within two years prior to the date
          of this Agreement; or
<PAGE>
                                       14


               (d) Solicit the employment of any full time employee  employed by
          the Company or its  subsidiaries as of the date of termination of this
          Agreement.

         20.      REMEDIES AND JURISDICTION.

                  (a) The Executive hereby acknowledges and agrees that a breach
         of the agreements  contained in this  Agreement will cause  irreparable
         harm and damage to the  Company,  that the remedy at law for the breach
         or threatened breach of the agreements set forth in this Agreement will
         be inadequate, and that, in addition to all other remedies available to
         the Company for such breach or threatened  breach  (including,  without
         limitation,  the  right  to  recover  damages),  the  Company  shall be
         entitled to injunctive  relief for any breach or  threatened  breach of
         the agreements contained in this Agreement.

                  (b) All claims, disputes and other matters in question between
         the parties  arising  under this  Agreement,  shall,  unless  otherwise
         provided herein,  be decided by arbitration in Salt Lake City, Utah, in
         accordance  with the Model  Employment  Arbitration  Procedures  of the
         American Arbitration  Association  (including such procedures governing
         selection  of the  specific  arbitrator  or  arbitrators),  unless  the
         parties  mutually agree  otherwise.  The Company shall pay the costs of
         any such arbitration.  The award by the arbitrator or arbitrators shall
         be final,  and  judgment  may be  entered  upon it in  accordance  with
         applicable  law in any  state  or  Federal  court  having  jurisdiction
         thereof.

         21.      ATTORNEYS' FEES.

         In  the  event  that  either  party  hereunder   institutes  any  legal
proceedings in connection  with its rights or obligations  under this Agreement,
the prevailing  party in such  proceeding  shall be entitled to recover from the
other party,  all costs incurred in connection with such  proceeding,  including
reasonable  attorneys'  fees,  together with  interest  thereon from the date of
demand at the rate of twelve percent (12%) per annum.

         22.      SUCCESSORS.

         This  Agreement  and all  rights of the  Executive  shall  inure to the
benefit  of  and  be   enforceable   by  the   Executive's   personal  or  legal
representatives, estates, executors, administrators, heirs and beneficiaries. In
the event of the Executive's  death,  all amounts payable to the Executive under
this  Agreement  shall  be  paid to the  Executive's  surviving  spouse,  or the
Executive's  estate if the  Executive  dies  without a  surviving  spouse.  This
Agreement  shall inure to the benefit of, be binding upon and be enforceable by,
any successor,  surviving or resulting  corporation or other entity to which all
or  substantially  all of the  business  and  assets  of the  Company  shall  be
transferred whether by merger, consolidation, transfer or sale.

         23.      ENFORCEMENT.

         The provisions of this Agreement shall be regarded as divisible, and if
any of said provisions or any part hereof are declared  invalid or unenforceable
by a court of competent  jurisdiction,  the validity and  enforceability  of the
remainder of such provisions or parts hereof and the applicability thereof shall
not be affected thereby.

         24.      AMENDMENT OR TERMINATION.

         This Agreement may not be amended or terminated during its term, except
by written instrument executed by the Company and the Executive.
<PAGE>
                                       15


         25.      SURVIVABILITY.

         The  provisions of Sections 15, 16, 17, 18, 19, 20 and 21 shall survive
termination of this Agreement.

         26.      ENTIRE AGREEMENT.

         This  Agreement sets forth the entire  agreement  between the Executive
and the Company with respect to the subject  matter  hereof,  and supersedes all
prior oral or written agreements,  negotiations,  commitments and understandings
with respect thereto.

         27.      VENUE; GOVERNING LAW.

         This Agreement and the Executive's and Company's  respective rights and
obligations  hereunder shall be governed by and construed in accordance with the
laws of the State of Utah without giving effect to the  provisions,  principles,
or policies thereof relating to choice or conflicts of laws.

         28.      NOTICE.

         Notices given pursuant to this Agreement  shall be in writing and shall
be deemed given when received,  and if mailed,  shall be mailed by United States
registered or certified mail, return receipt requested,  addressee only, postage
prepaid, if to the Company, to:

                  Company:          Evans & Sutherland Computer Corporation
                                    600 Komas Drive
                                    Salt Lake City, Utah 84108
                                    Attn:
                                    Fax: (801) 588-4500


                  Executive:        James R. Oyler
                                    600 Komas Drive
                                    Salt Lake City, Utah 84108
                                    Fax: (801) 588-4500


or to such other address as the Company shall have given to the Executive or, if
to the  Executive,  to such  address  as the  Executive  shall have given to the
Company.

         29.      NO WAIVER.

         No waiver by either  party at any time of any breach by the other party
of, or  compliance  with,  any  condition or  provision of this  Agreement to be
performed  by the other party shall be deemed a waiver of similar or  dissimilar
provisions or conditions at the same time or any prior or subsequent time.

         30.      HEADINGS.

         The headings  herein  contained  are for  reference  only and shall not
affect the meaning or interpretation of any provision of this Agreement.

         31.      COUNTERPARTS.

         This  Agreement  may be executed in one or more  counterparts,  each of
which  shall  be  deemed  to be an  original  but  all of  which  together  will
constitute one and the same instrument.
<PAGE>
                                       16


         IN WITNESS  WHEREOF,  the  Company  has  caused  this  Agreement  to be
executed by its duly  authorized  officer,  and the  Executive has executed this
Agreement, on the date and year first above written.

                                                 "COMPANY"


                                                 EVANS & SUTHERLAND COMPUTER
CORPORATION, a Utah corporation


                                                 By:___________________________
                                                 Its:__________________________



                                                 "EXECUTIVE"


                                                 ------------------------------
                                                 James R. Oyler


</TEXT>
</DOCUMENT>
