ASSET PURCHASE AGREEMENT



PARTIES:



     This Agreement is made and entered into as of the 30TH day of July, 2002,

by and between Xenotech Rental Corp., a Nebraska corporation (hereinafter

referred to as "Xenotech Rental"), and Ballantyne of Omaha, Inc., a Delaware

corporation (hereinafter referred to as "BTN") and Arc Light Efx, Inc., a

California corporation (hereinafter referred to as "ALEI").



RECITALS:



     A. Xenotech Rental is engaged in the business of the rental of lighting

equipment.



     B. BTN is the parent company of Xenotech Rental and is engaged in the

business of the manufacture of lighting equipment.



     C. ALEI desires to purchase from Xenotech Rental, and Xenotech Rental

desires to sell to ALEI, certain of the assets of Xenotech Rental pertaining to

its rental of lighting equipment business.



AGREEMENT:



     NOW, THEREFORE, in consideration of the recitals and the mutual agreements,

provisions and covenants herein contained, the parties hereto agree as follows:



     SECTION 1. SALE OF ASSETS. Subject to the terms and conditions of this

Agreement, Xenotech Rental agrees to sell, assign, transfer and deliver to ALEI,

and ALEI shall buy, accept and receive from Xenotech Rental, on the Closing

Date, the following-described properties and Assets (collectively the "Assets"),

as set forth on Exhibit "1," attached hereto, and by this reference,

incorporated herein, free and clear of all liens and encumbrances.



     SECTION 2 CONSIDERATION PAYABLE TO XENOTECH RENTAL BY ALEI FOR THE ASSETS



{Page}



     2.1 PURCHASE PRICE. ALEI agrees to purchase the Assets from Xenotech Rental

and to pay to Xenotech Rental the sum of Five Hundred Thousand Dollars

($500,000.00) (the "Purchase Price").

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