Exhibit 10.4.6
                              TERMINATION AGREEMENT

     This Termination Agreement is entered into on this 30th day of
April, 2001, by and between Ballantyne of Omaha, Inc., a Delaware
corporation, with its principal place of business located at 4350 McKinley
Street, Omaha, Nebraska 68112 (hereinafter "Company") and John P. Wilmers of
17566 Baywood Drive, Omaha, Nebraska 68130 (hereinafter "Executive").
     WHEREAS, the Company and Executive entered into an Employment Security
Agreement dated the 26th day of October, 1999, and
     WHEREAS, the parties hereto desire to terminate and cancel said Agreement.
     NOW, THEREFORE, in consideration of the mutual covenants and agreements of
the parties hereto, it is agreed by and between the parties as follows:
          1.   That certain Employment Security Agreement entered into between
          the parties on the 26th day of October, 1999, is hereby terminated and
          cancelled effective immediately, and each party is released from any
          and all further obligations thereunder.
          2.   Nothing herein contained shall in any way affect the rights of
          each of the parties under the Employment Agreement entered into on
          January 1, 1997, as amended on October 25, 1999, which shall remain in
          full force and effect.
     DATED at Omaha, Nebraska, this 30th day of April, 2001.


                                            BALLANTYNE OF OMAHA, INC.


                                       By:  /s/ John Wilmers
                                          ------------------------------------
                                          President

                                            /s/ John Wilmers
                                          -----------------------------------
                                          Executive