EVANS & SUTHERLAND COMPUTER CORP
FIRST AMENDMENT TO RIGHTS AGREEMENT
<DOCUMENT>
<TYPE>EX-10.14
<SEQUENCE>14
<FILENAME>0014.txt
<DESCRIPTION>FIRST AMENDMENT TO RIGHTS AGREEMENT
<TEXT>





                       FIRST AMENDMENT TO RIGHTS AGREEMENT


         This First Amendment to Rights Agreement (the  "Amendment") is made and
entered into  effective as of the 7th day of June,  2000, by and between Evans &
Sutherland  Computer  Corporation,  a  Utah  corporation  (the  "Company"),  and
American Stock Transfer & Trust Company, as Rights Agent (the "Rights Agent").

                                    Recitals

         A. Effective as of November 19, 1998 (the "Record  Date"),  the Company
and the Rights Agent entered into a Rights Agreement (the "Agreement"),  and the
Board of  Directors  of the Company  authorized  and  declared a dividend of one
preferred  share  purchase  right as described in the  Agreement (a "Right") for
each share of Common Stock of the Company outstanding as of the Record Date.

         B. The Agreement sets forth certain matters with respect to the nature,
terms, exercise, modification and redemption of the Rights.

         C. The rights are  currently  redeemable,  as provided in Section 23 of
the Agreement,  because no "Flip-In Event" (as defined in the Agreement) has yet
occurred (meaning that no person has become an "Acquiring  Person" as defined in
the Agreement).

         D. As  provided in Section 27 of the  Agreement,  so long as the Rights
are  redeemable,  the Company may in its sole and absolute  discretion,  and the
Rights  Agent  shall if the  Company so  directs,  amend any  provisions  of the
Agreement in any respect  without the approval of any holders of the Rights,  so
long as no such  amendment  changes  the  Redemption  Price (as  defined  in the
Agreement) of the Rights.

         E. The  Company  desires to amend the terms of the  Agreement  to allow
State of Wisconsin  Investment  Board  ("SWIB"),  a current  shareholder  of the
Company, to increase its equity interest in the Company to up to 19.9%,  without
becoming  an  Acquiring  Person,  such  as  would  trigger  various  rights  and
obligations under the Agreement.

         F. As  contemplated  by  Section  30  of  the  Agreement,  the Board of
Directors of the Company has approved the foregoing amendments to the Agreement.

         G. Pursuant to the  terms  of  the  Agreement,  the  Rights  Agent will
implement the amendment to the Agreement described herein.

                                    Agreement

         NOW THEREFORE, the Company and the Rights Agent agree as follows:

         1. Amendment of Agreement to Modify  Definition of "Acquiring  Person".
The  Agreement  is hereby  amended and modified to provide that SWIB will not be

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deemed to be an  Acquiring  Person  until it becomes  the  Beneficial  Owner (as
defined in the  Agreement)  of more than 19.9% of the shares of Common Stock (as
defined in the Agreement) then outstanding,  and all inconsistent  provisions of
the Agreement shall be construed to reflect such modification.  Unless otherwise
defined herein,  all  capitalized  terms herein shall have the meanings given to
them in the Agreement.

         2.  Modification  of  Section  1(a) of  Agreement.  The  definition  of
"Acquiring  Person"  as set forth in  Section  1(a) of the  Agreement  is hereby
modified to reflect the modification  referenced  above, to read in its entirety
as follows:

                           "(a) "Acquiring Person" shall mean (Y) any Person (as
         such  term is  hereinafter  defined)  other  than  State  of  Wisconsin
         Investment  Board ("SWIB") who or which shall be the  Beneficial  Owner
         (as such term is  hereinafter  defined) of 15% or more of the shares of
         Common Stock then  outstanding,  or (Z) SWIB on such date as it becomes
         the  Beneficial  Owner of more than 19.9% of the shares of Common Stock
         then outstanding,  but shall not include an Exempt Person (as such term
         is hereinafter  defined);  provided,  however, that (i) if the Board of
         Directors  of the  Company  determines  in good faith that a Person who
         would  otherwise  be an  Acquiring  Person  became  such  inadvertently
         (including,  without  limitation,  because  (A) such Person was unaware
         that it  beneficially  owned a  percentage  of Common  Stock that would
         otherwise  cause  such  Person  to be an  Acquiring  Person or (B) such
         Person was aware of the extent of its  Beneficial  Ownership  of Common
         Stock  but  had  no  actual  knowledge  of  the  consequences  of  such
         Beneficial Ownership under this Agreement) and without any intention of
         changing or influencing control of the Company,  then such person shall
         not be  deemed  to be or to have  become an  Acquiring  Person  for any
         purposes  of this  Agreement  unless and until such  Person  shall have
         failed to divest itself, as soon as practicable (as determined, in good
         faith,  by the  Board  of  Directors  of the  Company),  of  Beneficial
         Ownership of a sufficient number of shares of Common Stock so that such
         Person would no longer otherwise qualify as an Acquiring  Person;  (ii)
         if, as of the date hereof or prior to the first public  announcement of
         the adoption of this Agreement, any Person is or becomes the Beneficial
         Owner of 15% or more of the shares of Common  Stock  outstanding,  such
         Person  shall not be deemed  to be or to  become  an  Acquiring  Person
         unless and until such time as such Person shall, after the first public
         announcement of the adoption of this  Agreement,  become the Beneficial
         Owner of  additional  shares of Common Stock (other than  pursuant to a
         dividend or distribution paid or made by the Company on the outstanding
         Common Stock or pursuant to a split or subdivision  of the  outstanding
         Common  Stock),  unless,  upon  becoming the  Beneficial  Owner of such
         additional  shares  of  Common  Stock,  such  Person  is not  then  the
         Beneficial  Owner of 15% or more of the  shares  of Common  Stock  then
         outstanding;  and (iii) no Person shall  become an Acquiring  Person as
         the result of an  acquisition  of shares of Common Stock by the Company
         which,  by reducing  the number of shares  outstanding,  increases  the
         proportionate  number of shares of Common Stock  beneficially  owned by
         such  Person  to (i) 15% or more of the  shares of  Common  Stock  then
         outstanding  in the case of any Person  other  than SWIB,  or (ii) more
         than 19.9% of the shares of Common Stock then  outstanding  in the case
         of  SWIB,  provided,  however,  that  if  a  Person  shall  become  the
         Beneficial  Owner of (i) 15% or more of the shares of Common Stock then

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        outstanding,  in the case of any person  other than SWIB,  or (ii) more
         than 19.9% of the shares of Common  Stock  outstanding,  in the case of
         SWIB,  by reason of such share  acquisitions  by the  Company and shall
         thereafter  become the  Beneficial  Owner of any  additional  shares of
         Common Stock (other than pursuant to a dividend or distribution paid or
         made by the Company on the  outstanding  Common  Stock or pursuant to a
         split or subdivision of the outstanding Common Stock), then such Person
         shall be deemed to be an  Acquiring  Person  unless upon  becoming  the
         Beneficial Owner of such additional  shares of Common Stock such Person
         does not  beneficially  own  either (i) 15% or more (in the case of any
         Person other than SWIB),  or (ii) more than 19.9% (in the case of SWIB)
         of the shares of Common  Stock then  outstanding.  For all  purposes of
         this Agreement, any calculation of the number of shares of Common Stock
         outstanding  at  any  particular   time,   including  for  purposes  of
         determining  the particular  percentage of such  outstanding  shares of
         Common Stock of which any Person is the Beneficial Owner, shall be made
         in  accordance  with the last  sentence of Rule  13d-3(d)(1)(i)  of the
         General  Rules and  Regulations  under the  Securities  Exchange Act of
         1934,  as  amended  (the  "Exchange  Act"),  as in  effect  on the date
         hereof."

3.  Modification  of Section 3(a) of the  Agreement.  The reference in the first
sentence of Section 3(a) of the  Agreement to 15%,  representing  the  threshold
Beneficial  Ownership of Common Stock by any Person other than an Exempt  Person
that would trigger a  Distribution  Date on the terms set forth in such Section,
is hereby  modified to be 15% or more in the case of any Person other than SWIB,
and more than 19.9% in the case of SWIB.

         4.  Agreement,  as  Modified,  to  Continue  in Full Force and  Effect;
Application of General Provisions.  Except as specifically  modified hereby, the
Agreement  shall  continue in full force and  effect.  This  Amendment  shall be
considered  to be and  construed  as a part of the  Agreement,  and the  general
provisions of the Agreement, including those set forth in Sections 26 through 34
of the Agreement, shall apply equally to this Amendment.









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<PAGE>




         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed, effective as of the date first set forth above.


                                    EVANS & SUTHERLAND COMPUTER CORPORATION


                                    By: /s/ James R. Oyler
                                        ------------------------------------

                                    Name: James R. Oyler
                                          ----------------------------------

                                    Title: President and CEO
                                           ---------------------------------


                                    AMERICAN STOCK TRANSFER & TRUST COMPANY,
                                    as Rights Agent


                                    By: /s/ Herbert J. Lemmer
                                        ------------------------------------

                                    Name: Herbert J. Lemmer
                                          ----------------------------------

                                    Title: Vice President
                                           ---------------------------------








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