Re: Loan and Security Agreement by and between Evans and Sutherland Computer Corporation and Foothill Capital Corporation, dated as of December 14, 2000 ("Loan Agreement")

VIA FACSIMILE 000-000-0000

Xxxxx & Xxxxxxxxxx Computer Corporation
000 Xxxxx Xxxxx
Xxxx Xxxx Xxxx, Xxxx 00000
Attn: Vice President/Treasurer

            Re:         Loan and  Security  Agreement  by and between  Xxxxx and
                        Xxxxxxxxxx  Computer  Corporation  and Foothill  Capital
                        Corporation,  dated  as  of  December  14,  2000  ("Loan
                        Agreement")

Ladies and Gentlemen:

           Reference is made with respect to the default of the following
provision of the above-referenced Loan Agreement:

                     Section 6.17. Borrower has failed to maintain the Tangible
                     Net Worth on September 30, 2001 as called for therein.

           Foothill hereby waives the default for the September 30, 2001 test,
but reserves any and all rights to strictly enforce rights and remedies with
respect to any subsequent financial covenant default, or any other item of
default which may occur.

                                 Very truly yours,

                                 FOOTHILL CAPITAL CORPORATION



                                 By      /s/ Xxxxxxx Xxx
                                         -----------------------------------
                                            Xxxxxxx Xxx




cc:         Xxxxx Xxxxxxxxxx,  Esq., Xxxxx & Xxxxxx, 00 Xxxx Xxxxx Xxxxxx, Xxxxx
            0000, Xxxx Xxxx Xxxx, Xxxx 00000 (via fax 000-000-0000)