Exhibit 4.5


                       AMENDMENT NO. 4 TO LOAN AGREEMENT

     THIS AMENDMENT is made and entered into as of the 10th day of August,
1999, by and between Ballantyne of Omaha, Inc., a Delaware corporation (the
"Borrower") and Norwest Bank Nebraska, National Association ("Bank").

                                  WITNESSETH:

     WHEREAS, Borrower and Bank have previously entered into Loan Agreement
dated August 30, 1995 as amended by Amendment No. 1 to Loan Agreement dated
November 24, 1995, Amendment No. 2 to Loan Agreement dated August 29, 1997
and Amendment No. 3 to Loan Agreement dated December 1, 1998 (the
"Agreement");

     WHEREAS, Borrower and Bank have reached agreement regarding certain
modifications to the Agreement; and

     WHEREAS, the parties desire to set forth their agreements regarding the
above matters in this Amendment No. 4 to Loan Agreement ("Amendment No. 4").

     NOW, THEREFORE, in consideration of the above premises and the mutual
covenants and agreements hereinafter set forth, the parties agree as follows:

     1.  All terms contained herein with an initial capitalized letter which
are not otherwise defined herein shall have the meaning ascribed to them in
the Agreement.

     2.  The definition in Section 1.2 of "Revolving Loan Stated Maturity
Date" is hereby restated in its entirety as follows:

          REVOLVING LOAN STATED MATURITY DATE means May 31, 2001, or such
     later date as is agreed to in writing by Bank in the event the
     Revolving Loan is renewed pursuant to Section 2.1(e).

     3.  Section 8.2 is hereby restated in its entirety as follows:

         8.2  MINIMUM TANGIBLE NET WORTH.  Borrower shall continuously
     maintain Tangible Net Worth on a consolidated basis of not less that
     $23,000,000.

     4.  This Amendment No. 4 is not intended to supersede or amend the
Agreement or any documents executed in connection therewith except as
specifically set forth herein.  Nothing contained herein is intended to
reduce, restrict or otherwise affect any warranties, representations,
covenants or other agreements made by Borrower or waive any existing Events
of Default, if any, under or pursuant to the Agreement. All of the convenants
and obligations of Borrower under the Agreement and instruments,
documents and agreements executed pursuant to the Agreement are hereby
acknowledged, ratified and affirmed by Borrower.

     5.  Borrower represents and warrants to Bank as follows:

         a.  The execution, delivery and performance by Borrower of this
     Amendment No. 4 have been duly authorized by all necessary corporate
     action and do not and will not (i) require any consent or approval of
     the stockholders of Borrower; (ii) result in any breach of or
     constitute a default under any indenture, loan or credit agreement or
     any other agreement, lease or instrument to which Borrower is a party
     or by which it or its properties may be bound; or (iii) result in, or
     require, the creation or imposition of any mortgage, deed of trust,
     pledge, lien,



     security interest or other charge or encumbrance of any nature upon or
     with respect to any of the properties now owned or hereinafter acquired by
     Borrower except in favor of Bank; and

         b.  No authorization, approval or other action by and notice to
     or filing with any governmental  authority or regulatory body or any
     person or entity is required for the execution, delivery and
     performance by Borrower of this Amendment No. 4.

     6.  Borrower agrees to reimburse Bank for all reasonable out-of-pocket
expenses, including, but not limited to, reasonable fees and disbursements of
Bank's counsel in connection with the preparation and execution of this
Amendment No. 4 and any documents related hereto.

     7.  No failure on the part of Bank to exercise and no delay in exercising,
any right under the Agreement as amended hereby shall operate as a waiver
thereof; nor shall any single or partial exercise of any such right preclude
any other or further exercise thereof or the exercise of any other right.

     8.  A CREDIT AGREEMENT MUST BE IN WRITING TO BE ENFORCEABLE UNDER
NEBRASKA LAW.  TO PROTECT YOU AND US FROM ANY MISUNDERSTANDINGS OR
DISAPPOINTMENTS, ANY CONTRACT, PROMISE, UNDERTAKING, OR OFFER TO FOREBEAR
REPAYMENT OF MONEY OR TO MAKE ANY OTHER FINANCIAL ACCOMODATION IN CONNECTION
WITH THIS LOAN OF MONEY OR GRANT OR EXTENSION OF CREDIT, OR ANY AMENDMENT OF,
CANCELLATION OF, WAIVER OF, OR SUBSTITUTION FOR ANY OR ALL OF THE TERMS OR
PROVISION OF ANY INSTRUMENT OR DOCUMENT EXECUTED IN CONNECTION WITH THIS LOAN
OF MONEY OR GRANT OR EXTENSION OF CREDIT, MUST BE IN WRITING TO BE EFFECTIVE.

     IN WITNESS WHEREOF, the parties have executed this Amendment No. 4 as of
the date and year first above written.

BALLANTYNE OF OMAHA, INC., a Delaware
corporation


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


By: /s/ Brad French
    ---------------------------------
    Secretary


NORWEST BANK NEBRASKA, NATIONAL
ASSOCIATION, a national banking association


By:  /s/ DeeAnn K. Wenger
     --------------------------------
Its: Vice President
     --------------------------------