EXECUTIVE EMPLOYMENT AGREEMENT



     THIS AGREEMENT made as of the 23rd day of January, 2003, by and between

BALLANTYNE OF OMAHA, INC., a Delaware corporation, with its principal offices at

4350 McKinley Street, Omaha, Nebraska 68112 (the "Company"), and

John P. Wilmers, an individual residing at 17566 Baywood Drive, Omaha, Nebraska

68130 (the "Executive").



                                   WITNESSETH:



     WHEREAS, the Executive has been a key employee of the Company for many

years, and in connection therewith has entered into a number of different

employment agreements with the Company, the latest being an Employment Agreement

made as of January 1, 1997, and amended on October 25, 1999.



     NOW, THEREFORE, in consideration of the mutual promises and covenants

herein contained, the parties agree as follows:



     1.   TERMINATION OF PRIOR EMPLOYMENT AGREEMENT.



          The employment agreement between the Company and the Executive dated

January 1, 1997, is hereby terminated as of January, 2003, and shall

be of no force and effect thereafter.



     2.   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.



     3.   DUTIES AND SERVICES.



          3.1    The Executive shall serve as President and Chief Executive

Officer of the Company, and shall perform such services as may be assigned to

him from time to time by the Board of Directors.



          3.2    The Executive shall devote his full business time and attention

to the business of the Company and to the promotion of the Company's best

interests, subject to vacations, holidays, normal illnesses and a reasonable

amount of time for civic, community and industry affairs.



          3.3    The Executive shall undertake such travel as may be necessary

and desirable to promote the business and affairs of the Company, consistent

with Executive's position with the Company and travel obligations prior to the

execution of this Agreement. If the Company shall require Executive to relocate

his residence, the Company shall pay



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(or reimburse Executive for) all reasonable moving expenses incurred by

Executive in connection with such relocation.



     4.   COMPENSATION.



          4.1    BASIC COMPENSATION. For all of the services to be rendered by

the Executive in any capacity hereunder, the Company shall pay the Executive

salary at the annual rate of Two Hundred Fifteen Thousand Dollars ($215,000.00),

and the Company shall review such salary annually as of January 1 during each

subsequent year of this Agreement, but in no event shall the basic compensation

in each subsequent year be less than the aforesaid amount. 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.



          4.2    ADDITIONAL COMPENSATION. In addition to the basic compensation

set forth at Subsection 4.1 above, the Company shall pay the Executive

additional compensation based upon the following bonus program:



          A.     The bonus pool will be calculated on profits in excess of a

                 threshold amount equal to twenty percent (20%) of the Company's

                 book value at the beginning of the year.



          B.     The bonus pool will be based on net income before income taxes;

                 provided, however, that in determining net income for purposes

                 hereof, all amounts accrued during the year for payment of this

                 bonus pool and taken as an expense, shall be added back to the

                 net income figure otherwise determined.



          C.     The Pool will be calculated at fourteen percent (14%) of

                 income, as defined above, in excess of the twenty percent (20%)

                 of equity threshold, as defined above, for any fiscal year.



          D.     The Chief Executive Officer will determine which employees

                 shall participate in the pool, and the allocation of the pool

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