AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT


            THIS AMENDMENT NO. 1 TO EMPLOYMENT  AGREEMENT (the  "Amendment")  is
made  as of  September  22,  2000,  by and  among  EVANS &  SUTHERLAND  COMPUTER
CORPORATION,  a  Utah  corporation  (the  "Company"),  and  Richard  Gaynor,  an
individual ("Executive").


                                    RECITALS:


            WHEREAS,  on May 16, 2000,  Company and Executive  entered into that
certain Employment Agreement, a copy of which is attached hereto as Annex I (the
"Employment Agreement"); and

            WHEREAS,  Company  and  Executive  desire  to amend  the  Employment
Agreement as provided in this Amendment.

            NOW, THEREFORE, for good and valuable consideration,  the receipt of
which is hereby acknowledged, Company and Executive agree as follows:

1.   Definition of "Gross Income."  Section 1(n) of the Employment  Agreement is
     hereby deleted in its entirety and replaced with the following:

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

2.   Termination  Payment.  Sections  13(a)-(c) of the Employment  Agreement are
     hereby deleted in their entirety and replaced with the following:

     "(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.  The Company will pay the full
     medical,  dental and vision premiums for continuation  coverage under COBRA
     for the  Executive and  dependents  who qualify for  continuation  coverage
     under COBRA for one year following 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 equal to the Executive's Gross Income.
     The  Company  will pay the full  medical,  dental and vision  premiums  for
     continuation  coverage  under COBRA for the  Executive and  dependents  who
     qualify for  continuation  coverage  under COBRA for one year following 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. The Company will pay
     the full  medical,  dental and vision  premiums for  continuation  coverage
     under COBRA and, after  expiration of the COBRA  continuation  period,  for
     conversion  coverage  for the  Executive  and  dependents  who  qualify for
     continuation   coverage  under  COBRA  for  two  (2)  years  following  the
     Termination Date."

3.   No Other Amendment. Except as expressly amended pursuant to this Amendment,
     the  terms of the  Employment  Agreement  shall  remain  in full  force and
     effect.

4.   Counterparts.  This Amendment may be executed in one or more  counterparts,
     each of which shall be deemed an original and all of which  together  shall
     constitute one and the same document.

            IN  WITNESS  WHEREOF,   the  Company  Executive  have  executed  and
delivered this Amendment as of the day and year first above written.

                                   EVANS & SUTHERLAND COMPUTER
                                   CORPORATION
                                   a Utah corporation



                                   /s/ James R. Oyler
                                   -----------------------
                                   James R. Oyler
                                   President and CEO


                                   Richard Gaynor
                                   an individual



                                   /s/ Richard Gaynor
                                   -----------------------
                                   Richard Gaynor





                                     ANNEX I

                              Employment Agreement