Evans & Sutherland Computer (ESCC)

On February 7, 2006, Evans & Sutherland entered into an asset purchase agreement (the “Rockwell Purchase Agreement”) with Rockwell Collins, Inc. (“Rockwell Collins”), pursuant to which E&S will sell substantially all of the assets and certain liabilities primarily related to our commercial and military simulation businesses and related service and support operations (the “Simulation Business”) to Rockwell Collins. As part of the transaction, pursuant to a laser projection systems agreement (the “Rockwell Laser Agreement”) to be entered into upon the closing of the transactions contemplated by the Rockwell Purchase Agreement, E&S will provide, and grant exclusive and non-exclusive licenses to use and sell, fixed-based and motion-based laser projection systems in connection with the Simulation Business and certain related businesses of Rockwell Collins.

E&S will receive aggregate consideration of $71,500 in cash in connection with the transaction with Rockwell Collins, consisting of $66,500, subject to a potential post-closing adjustment, under the Rockwell Purchase Agreement and $5,000 under the Rockwell Laser Agreement, subject to achieving certain milestones. At the closing, $7,000 of the $66,500 purchase price under the Rockwell Purchase Agreement and $3,000 of the $5,000 under the Rockwell Laser Agreement, or a total of $10,000, will be deposited into escrow. The closing of the transaction contemplated by the Rockwell Purchase Agreement is subject to approval by E&S shareholders and other customary closing conditions, including regulatory approvals. The transaction is currently expected to close in the second quarter of 2006.

On February 7, 2006, E&S entered into a stock purchase agreement (the “Spitz Agreement”) with Transnational Industries, Inc. (“Transnational”) and Spitz, Inc. (“Spitz”). Under the Spitz agreement, E&S will acquire all the issued and outstanding shares of common stock of Spitz, which specializes in planetarium theaters, projection domes, architectural domes and custom immersive theater attractions. As consideration for Spitz we will issue and deliver 412,500 shares of E&S common stock subject to post-closing share adjustment depending on the average trading price of our common stock for the 60-day period prior to registration of the shares issued at closing. The closing of the Spitz transaction is subject to approval by the shareholders of Transnational and is currently expected to close in the second quarter of 2006.

Neither the Spitz transaction nor the Rockwell Collins transaction is conditioned upon completion of the other.

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