EXHIBIT 10.10.1
 
                                AMENDMENT NO. 1
                                       TO
                         MANAGEMENT SERVICES AGREEMENT
 
    Amendment No. 1 to Management Services Agreement dated as of July 1, 1997
("Amendment") by and between BALLANTYNE OF OMAHA, INC., a Delaware corporation
("Ballantyne") and CANRAD INC., a Delaware corporation ("Canrad").
 
                                  WITNESSETH:
 
    WHEREAS, Ballantyne and Canrad are parties to a Management Services
Agreement dated as of September 12, 1995 (the "Agreement"); and
 
    WHEREAS, Ballantyne and Canrad desire to amend the Agreement with respect to
the amount of a certain fee due thereunder;
 
    NOW, THEREFORE, in consideration of the promises and mutual covenants and
agreements hereinafter set forth, the parties hereto, desiring to be legally
bound, do hereby agree as follows:
 
    1. Section 3.1 of the Agreement is hereby amended and restated in its
entirety as follows:
 
        3.1 Management Fee. In consideration of the services to be rendered by
    Canrad hereunder, Ballantyne shall pay to Canrad a monthly fee of $12,500
    (the "Management Fee"), together with any relevant sales taxes during each
    year that this Agreement remains in effect. The Management Fee shall be paid
    in arrears within ten (10) days after the end of each month included within
    the term of this Agreement.
 
    2. Except as expressly amended hereby, all of the terms and conditions of
the Agreement shall remain in full force and effect.
 
    IN WITNESS WHEREOF, the parties hereto have caused the execution of this
Amendment as of the date first above written.
 

                               
                                BALLANTYNE OF OMAHA, INC.
 
                                By:             /s/ ARNOLD S. TENNEY
                                     -----------------------------------------
                                                  Arnold S. Tenney
                                               Chairman of the Board
 
                                CANRAD INC.
 
                                By:             /s/ ARNOLD S. TENNEY
                                     -----------------------------------------
                                                  Arnold S. Tenney
                                               Chairman of the Board

 
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