EXECUTIVE EMPLOYMENT AGREEMENT

THIS AGREEMENT made as of the 1^st day of June, 2003, by and between BALLANTYNE OF OMAHA, INC. (Ballantyne), a Delaware corporation, with its principal offices at 4350 McKinley Street, Omaha, Nebraska 68112 (the Company), and DAN FALTIN, an individual residing at 2415 Riverview Drive, Grand Island, Nebraska  68801 (the Executive).

WITNESSETH:

THIS AGREEMENT IS MADE WITH REFERENCE TO THE FOLLOWING FACTS AND OBJECTIVES:

A.                                   The Company has offered to appoint Executive as Vice-President and Chief Operating Officer of Ballantyne of Omaha, Inc. in accordance with the terms and conditions set forth in this Agreement for the term provided in this Agreement; and

B.                                     Executive has expressed his willingness to become Executive Vice-President and Chief Operating Officer of Ballantyne of Omaha, Inc. in accordance with the terms and conditions set forth in this Agreement.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual promises and covenants herein contained, the parties hereto agree as follows:

1.                                       Employment.

The Company hereby employs the Executive and the Executive hereby agrees to be employed by the Company under the terms and conditions hereinafter set forth.

2.                                       Duties and Services.

2.1                                 The Executive shall serve as Executive Vice-President and Chief Operating Officer of the Company.  Executive shall perform those duties set forth on Exhibit A attached hereto and by this reference incorporated herein.  In addition, Executive shall perform such other duties as may be assigned to him from time to time by the President or the Board of Directors.  Executive shall report to the President of the Company, with access to the Board of Directors.

2.2                                 The Executive shall devote his full business time and attention to the business of the Company and to the promotion of the Companys best interests, subject to vacations, holidays, normal illnesses and a reasonable amount of time for civic, community and industry affairs.

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2.3                                 The Executive shall undertake such travel as may be necessary and desirable to promote the business and affairs of the Company, consistent with Executives position with the Company.  If the Company shall require Executive to relocate his residence, the Company shall pay (or reimburse Executive for) all reasonable moving expenses incurred by Executive in connection with such relocation.

3.                                       Compensation.

3.1                                 Basic Compensation.

For all of the services to be rendered by the Executive in any capacity hereunder, the Company shall pay the Executive a salary at the annual rate of One Hundred Eighty Thousand Dollars ($180,000.00).  The compensation paid hereunder to the Executive shall be paid in accordance with the payroll practices conducted by the Company and shall be subject to the customary withholding taxes and other employment taxes as required with respect to compensation paid by a corporation to an employee.

3.2                                 Upon termination of employment for any reason, the Executive shall be entitled to receive the basic compensation accrued but unpaid as of the date of termination.

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