Exhibit 10.2.2

[LOGO OF BALLANTYNE OF OMAHA INC.]

                         [LOGO OF STRONG A DIVISION OF BALLANTYNE OF OMAHA INC.]

                                LETTER AGREEMENT



                                   May 1, 2001


BalCo Holdings, LLC
1125 South 103rd Street
Suite 450
Omaha, NE 68124

     Re: Rights Plan

Ladies and Gentlemen:


     Reference hereby is made to that certain Rights Agreement, dated as of
May 25, 2000, between Ballantyne of Omaha, Inc., a Delaware corporation
("Ballantyne"), and ChaseMellon Shareholder Services, L.L.C., now known as
Mellon Investor Services, LLC, as amended by the First Amendment to Rights
Agreement, dated April 30, 2001 (the "Rights Plan"). The execution and
delivery of this letter (this "Letter Agreement") by Ballantyne and BalCo
Holdings, LLC, a Delaware limited liability company ("BalCo") shall
constitute their acknowledgement, understanding and agreement with respect to
the matters specifically set forth herein, and the parties hereby acknowledge
that the mutual promises set forth herein constitute sufficient, good and
valuable consideration.

     BalCo hereby agrees that it will not sell, assign or otherwise transfer
the shares of stock of Ballantyne purchased by BalCo from GMAC Commercial
Credit LLC f/k/a BNY Financial Corporation (the "Stock") without first
obtaining the written consent of Ballantyne, and Ballantyne hereby agrees
that, upon receiving the consent of Ballantyne, which consent shall not be
unreasonably withheld, BalCo may sell, assign or otherwise transfer the Stock.

     Ballantyne hereby grants to BalCo an option exercisable during the 90
day period immediately following the date hereof, whereby BalCo can request
that the Rights Plan be (i) terminated at BalCo's sole cost and expense (such
expenses to include, without limitation, payment of the redemption price and
legal fees associated with the termination) or (ii) further amended to permit
BalCo to effect a resale of the Stock by it without causing the rights issued
under the Rights Plan to become exercisable; PROVIDED such resale is not made
to a competitor of Ballantyne or such other person or group that Ballantyne
may, in good faith, find objectionable.

     BalCo hereby agrees to pay all of the costs and expenses, including,
without limitation, the costs associated with any redemption required by the
Rights Plan and legal fees, incurred by Ballantyne in connection with the
termination.

                               [LOGO OF BTN NYSE]



     This Letter Agreement constitutes the entire understanding of the
parties solely with respect to the subject matter specifically addressed
herein, and there are no other contemporaneous or prior agreements, promises,
covenants, obligations or other understandings between the parties with
respect to such subject matter. This Letter Agreement may be executed in any
number of counterparts, each of which shall constitute one original and,
together with all such counterparts, shall constitute one instrument binding
upon the parties hereto.

     Please execute this letter and the enclosed executed original copy of
the same as indicated and return one fully executed Letter Agreement to the
undersigned.

                                       Respectfully,

                                       BALLANTYNE OF OMAHA, INC.


                                       By /s/ John Wilmers
                                         -------------------------------------
                                       Name   John Wilmers
                                           -----------------------------------
                                       Title  President and C.E.O.
                                             ---------------------------------


ACKNOWLEDGED AND AGREED TO:

BALCO HOLDINGS, LLC

By McCarthy Group, Inc., a Nebraska
corporation, its Managing Member

By /s/ Michael R. McCarthy
   --------------------------------
   Michael R. McCarthy, Chairman