SECOND AMENDMENT TO THE BALLANTYNE OF OMAHA, INC.
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                    1995 OUTSIDE DIRECTORS' STOCK OPTION PLAN
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     The Ballantyne of Omaha, Inc., 1995 Outside Directors' Stock Option Plan,
as amended, is hereby further amended to read as follows:

          1.   The first paragraph of Section 6 is amended to read as follows:

               "The maximum aggregate number of Shares which may
               be subject to NQSOs granted to Non-Employee
               Directors under the Plan shall be 509,875. The
               limitation on the number of Shares which may be
               subject to NQSOs under the Plan shall be subject
               to adjustment as provided in Section 9(b)."

          2.   All other terms, conditions, and provisions of said Plan, and
the First Amendment thereto, shall remain the same.

     DATED as of the 24th day of January, 2001.

                                            BALLANTYNE OF OMAHA, INC.


                                        By: /s/ John Wilmers
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                                            John Wilmers, President

ATTEST:

/s/ Brad French

Brad French, Secretary

     I hereby certify that the above amendment to the Ballantyne of Omaha, Inc.,
1995 Stock Option Plan was approved by the Board of Directors of the corporation
by unanimous consent on the 26th day of March, 2001, and at a Special Meeting of
the Board on April 25, 2001.

     DATED at Omaha, Nebraska, this 25th day of April, 2001.

                                            /s/ Brad French

                                            Brad French, Secretary