Exhibit
10.10  NEC DISPLAY
SOLUTIONS OF AMERICA, INC.  AUTHORIZED
RESELLER AGREEMENT  This Agreement is
made as of January 21, 2010 by and between NEC Display Solutions of America, Inc. (NEC Display), a Delaware
corporation, having its principal place of business at 500 Park
Boulevard, Suite 1100, Itasca, IL 60143-1248, and Ballantyne Strong, Inc., a Delaware
corporation, having its principal place of business at 4350 McKinley St., Omaha, NE 68112 (Reseller).  The following are the terms and conditions under
which NEC Display sells its monitor equipment (hereinafter Products) to
Reseller:  1.APPOINTMENT  1.1NEC Display appoints Reseller as an
authorized, Master Reseller of NEC Digital Cinema Products (Products) within
North America and South America including the Caribbean Islands (the Territory)
listed in the then current NEC Display Reseller Price List to market, sell, and
promote the Products.  Reseller
appointment is made solely for the purpose of resale of the Products to
end-user customers and Resellers network of dealers.  1.2Other specified products may be added as
Products by NEC Display during the Term of this Agreement.  Such Products may be subject to additional
terms and requirements as determined by NEC Display.  NEC Display is not obligated to add any
additional products outside of digital cinema and reserves the right at any
time to change, modify, or discontinue any model or type of Product(s).  Reseller will have full right to sell all new
models and versioning of NEC digital products for the cinema industry.  NEC Display shall endeavor to provide
Reseller with sufficient advance notice of any new product developments in order
to enable Reseller to manage its inventory of Products.  1.3NECDisplayshall have the right, from
time-to-time, at its sole discretion, to increase or decrease the number of
authorized NEC Display Resellers in the Resellers authorized Territory or
elsewhere without advance notice to Reseller.  2.RESELLERS
RESTRICTIONS  2.1The parties recognize and acknowledge the following:  2.1.1It
is in their mutual best interests that the Products be sold through an
effective Reseller network.  2.2Reseller shall not make any sale,
transfer, exchange, or other conveyance of NEC Display Products to any person
or any other entity whatsoever other than Resellers end users or network of
dealers (Reseller Dealers) that Reseller knows, or has reason to know, is
purchasing such NEC Display Products for the purpose of resale.  3.COMPETITIVE PRODUCTS  3.1RESELLER can at
any time during the term of this Agreement, act as a reseller or otherwise sell
or promote any other digital cinema projectors.  4.RELATIONSHIP  4.1Resellers relationship to NEC Display
will be that of an independent contractor engaged in purchasing Products for
resale to its end-user customers and network of dealers.  Reseller and its employees are not agents or
legal representatives of NEC Display for any purpose and have no authority to
act for, bind, or commit NEC Display. 
Reseller and NEC Display agree that this Agreement does not establish a
franchise,  1


joint venture, or
partnership.  4.2Any commitment made by Reseller to its
end-user customers and network of dealers with respect to quantities, delivery,
modification, interfacing capability, suitability of software, or suitability
in specific applications will be Resellers sole responsibility unless prior
written approval is obtained from NEC Displays Corporate Headquarters.  Reseller has no authority to modify any
warranty contained in this Agreement or make any other commitment on behalf of
NEC Display, unless previously agreed to in writing by NEC Display or its
authorized representative.  5.TERRITORY  5.1NEC Display expressly reserves the right
to market, solicit sales, and sell, lease, rent, or otherwise dispose of the
Products to NEC Display national accounts in the Territory.  6.SALES
PROMOTION AND SUPPORT  6.1Reseller will in good faith use its best
efforts to promote and sell Products and to ensure the highest quality of pre-
and post-sale support to end-users and to promote the goodwill, name, and
interest of NEC Display and its Products.  6.2Reseller agrees that each of the
requirements expressed in this Section 6 shall be fulfilled at all times
by Reseller.  6.2.1Reseller
shall stock a representative selection of the Products.  6.2.2Reseller
shall use its best efforts to stimulate and increase interest in the Products,
consistently encourage the purchase of the Products by Resellers customers,
and shall represent the Products fairly at all times in comparison with
competitive products from other suppliers.  6.2.3Reseller shall maintain a staff of competent sales
personnel who are knowledgeable concerning products in general and who are
thoroughly familiar with the specifications, features, and technical advantages
of NEC Display Products.  Reseller shall
conduct any training of its sales personnel that may be necessary to impart
such knowledge and shall cooperate fully in any Product education programs
which NEC Display may establish.  6.2.4Reseller shall make use of all NEC Display promotional
materials provided free of charge by NEC Display.  6.2.5Reseller shall not conduct its operations in a manner
which adversely affects the high image, credibility, or reputation of NEC
Display or its Products.  6.2.6Reseller shall not engage in bait and switch or any
other unfair trade practices or make false or misleading representations with
regard to NEC Display Products.  Except
as may be approved in writing or published by NEC Display, Reseller shall
refrain from making representations to consumers or to the trade with respect
to NEC Display Product specifications, features, or performances.  6.2.7Reseller shall advise NEC Display promptly concerning
any information that may come to its attention as to charges, complaints, or
claims about NEC Display or NEC Display Products by customers or others.  7.PURCHASE
ORDERS, SHIPMENTS, CANCELLATIONS, AND CHANGES  7.1All Resellers orders are subject to NEC Displays
acceptance or rejection at NEC Displays designated location.  In addition to any specific rights of
rejection set forth in this Agreement, NEC Display shall have the right, forany reason
whatsoever, to reject
any order, in whole or in part.  2


7.2To receive Products, Reseller must
deliver to NEC Displays designated location a hard copy purchase order or
follow the procedure set forth in Section 7.3 and must reference the NEC
Display assigned Reseller customer number.In addition to any other rights of rejection, NEC Display reserves the
right to reject any order which is not NEC Display credit-approved or does not
conform to the provisions of this Agreement.All orders
accepted for delivery will be governed exclusively by the terms and conditions
of this Agreement and unless NEC Display expressly agrees in writing, no
additional or different terms and conditions appearing on the face or reverse
side of any order issued by Reseller shall become part of such order.  Acknowledgment of Resellers purchase order
by NEC Display shall not constitute acceptance of any additional or different
terms and conditions.  7.3In the event that Reseller elects to use one of the
following procedure, then in lieu of submitting a hard copy purchase order
Reseller may order Products by submitting a purchase order via facsimile
machine, Electronic Data Interchange (EDI), or such other electronic means
acceptable to NEC Display.  By executing
this Agreement, Reseller authorizes NEC Display to accept orders communicated
to NEC Display by facsimile machine, EDI or such other electronic means
acceptable to NEC Display.  All such
orders as described above shall be binding upon Reseller and are subject to
acceptance by NEC Display at its designated location.  7.4Reseller may, prior to shipment, cancel a shipment or
request changes in a scheduled shipment. 
After shipment, cancellation or changes will not be accepted.  7.5All Products shall be delivered to Resellers
U.S. location F.O.B. Origin (which shall be from a point within the United
States), third party and on drop shipments prepay.  Upon transfer to a common carrier as
designated by NEC, Title to all Product and Risk of Loss shall pass to Reseller
(except that Title to all Licensed Programs remains in NEC Display or its
licensor).  Shipping, insurance, rigging,
and drayage charges shall be the responsibility of the Reseller.  Reseller shall assume the responsibility for
promptly advising the carrier and insurer of the loss, for filing a claim and
for receiving of any sums owed by such parties to Reseller.  NEC Display will, upon request, cooperate
with Reseller in establishing such claim.  7.6Shipments are subject to
availability.  NEC Display will use reasonable
efforts to meet any scheduled shipment date but reserves the right, at its
discretion, to schedule and/or reschedule any order.  NEC Display will not be liable, for any
reason, for a delay in meeting a scheduled shipment date.  If Products are in short supply, NEC Display
will allocate them equitably, at NEC Displays discretion, among Resellers and
all other sales channels.  NEC Display
shall have the right to make partial shipments with respect to Resellers
orders, which shipments shall be invoiced separately and paid for when due,
without regard to subsequent shipments. 
Delay in shipment or delivery of any particular installment shall not
relieve Reseller of its obligation to accept the remaining installments.  NEC DISPLAY SHALL NOT BE LIABLE TO RESELLER
FOR ANY DAMAGES, WHETHER INCIDENTAL, CONSEQUENTIAL, OR OTHERWISE FOR FAILURE TO
FILL ORDERS, DELAYS IN SHIPMENT OR DELIVERY, OR ANY ERROR IN THE FILLING OF
ORDERS, REGARDLESS OF THE CAUSE THEREFOR.  7.7Upon delivery to a common carrier, Title
to and Risk of Loss for all Products shall pass to Reseller (except That Title
to all Licensed Programs remains in NEC Display or its Licensor)and Reseller shall assume responsibility
for promptly advising the carrier and insurer of the loss for filing a claim
and for recovery of any sums owed by such parties to Reseller. NEC Display
will, upon request, cooperate with Reseller in establishing any such claim.  7.8Unless Reseller specifies No Partial Shipment on its
purchase order, NEC Display shall have the right to make partial shipments with
respect to Resellers orders, which shipments shall be separately invoiced and
paid for when due, without regard to subsequent shipments.  3


8.PRICE AND
PAYMENT TERMS  8.1Prices for the Products purchased under this Agreement
shall be as quoted by the NEC Display Digital Cinema Division at the time the
purchase order is submitted.NEC Display may
change prices at any time upon written notice to Reseller and such changes
shall apply to any orders placed after receipt of the written notice of such
price change .  8.2Subject to credit approval by NEC
Display, payment  is due within sixty
(60) days from the date of invoice which shall be issued on the date of
shipment.  In the event that there exists
a bona fide dispute regarding amounts due on specific invoices, Reseller has
the right to withhold payment, provided that Reseller shall promptly report the
disputed items to NEC Display and seeks to resolve such disputes with NEC
Display in good faith.  Reseller shall
pay the amount mutually agreed to be due on any disputed invoices within ten (10) days
after resolution of the dispute.  8.3Prices are exclusive of all sales, use,
and like taxes.  Reseller shall pay all
taxes associated with the sale of all NEC Display Products purchased under this
Agreement exclusive of taxes based on NEC Displays income.  Any taxes shall be in addition to the prices
of the Products and if required to be collected or paid by NEC Display, shall
be reimbursed by Reseller to NEC Display. 
If claiming a sales tax exemption, Reseller must provide such
information to NEC Display at the time it submits this Agreement and provide
NEC Display with valid tax exemption certificates for those states where
deliveries are to be made at the time Reseller purchase order is submitted.  9.CREDIT AND
FINANCIAL REQUIREMENTS  9.1Reseller represents and warrants to NEC
Display that Reseller is in a good and substantial financial condition and is
able to pay all bills when due.  Reseller
shall, from time-to-time, furnish any financial statements or additional
information as may be reasonably requested by NEC Display to enable NEC Display
to determine Resellers financial condition.  9.2Reseller, at all times, shall comply with
the terms, conditions and policies established by the Credit Department of NEC
Display, including; but not limited to, those set forth in any applicable
Guaranties or Security  Agreement(s).  9.3NEC Display at its option may extend
credit to Reseller or may at any time require that sales be made on an advance
payment basis if, in NEC Displays sole reasonable judgment, Reseller does not
qualify for credit.  If credit is
extended, NEC Display shall have the right to establish reasonable credit
limits relative to market activity for Reseller and to change such credit
limits or any other financial requirements from time-to-time at NEC Displays
sole reasonable discretion.  9.4Sales will be made on the payment terms
in effect at the time that an order is accepted and Reseller shall pay all
invoices when due.  Receipt of any check,
draft, or other commercial paper shall not constitute payment unless and until
such instrument has been honored by the appropriate financial
institution(s).  Reseller shall refrain
from taking deductions of any kind from any payments due NEC Display unless a
credit memorandum has been issued by NEC Display to Reseller.  No payment by Reseller to NEC Display of any
lesser amount than that due to NEC Display shall be deemed to be other than a
payment on account, and no endorsement or statement on any check or in any
letter accompanying any check or other payment shall be deemed an accord and
satisfaction.  NEC Display may accept any
payment without prejudice to NEC Displays right to recover any remaining
balance or to pursue any other remedy provided in this Agreement, in any
Security Agreement(s) executed by the parties, or by applicable law.  9.5If Reseller becomes delinquent in payment
obligations or other credit or financial requirements established by NEC
Display, or, if in the sole judgment of NEC Display, Reseller credit becomes
impaired, NEC Display shall have any or all of the following rights and
remedies in addition to any other rights and remedies provided in this
Agreement, in any Security Agreement(s) executed by the parties, or by
applicable law:  9.5.1NEC Display may refuse to accept any new orders, may
cancel or delay shipment of any orders  4


accepted previously, or
may stop any shipments in transit.  9.5.2If NEC Display previously has extended credit to
Reseller and NEC Display elects to make further sales to Reseller, NEC Display
may refuse to extend further credit and may require payment on an advance-payment
basis.  9.5.3NEC Display may declare all outstanding amounts
immediately due and payable notwithstanding any credit terms previously in
effect.  9.6NEC DISPLAY SHALL NOT BE LIABLE TO
RESELLER FOR LOSSES OR DAMAGES OF ANY KIND AS A RESULT OF THE EXERCISE BY NEC
DISPLAY OF ITS RIGHTS AND REMEDIES HEREUNDER.  9.7INTEREST MAY ACCRUE ON ALL
DELINQUENT AMOUNTS AT THE RATE OF ONE AND ONE-HALF PERCENT (1-1/2%) PER MONTH,
EIGHTEEN PERCENT (18%) PER ANNUM, FROM THE DUE DATE OF INVOICE.  However, if the maximum rate of interest
permitted by applicable law or regulations is less than that provided for
herein, then the interest shall be reduced to the maximum allowable rate.  9.8In the event that it becomes necessary for NEC Display
to institute litigation to collect sums owed by Reseller, NEC Display shall be
entitled to an award of reasonable attorneys fees and costs incurred by NEC
Display in connection with the litigation if a judgment in NEC Displays favor
is entered in the litigation.  10.DURATION OF
AGREEMENT/TERMINATION  10.1This Agreement shall become effective on
the date this Agreement is signed by both parties and shall remain in full
force and effect for an initial term of five (5) years, and unless
terminated sooner as hereinafter provided, this Agreement will automatically
renew for  additional twelve (12)-month
successive terms.  10.2Either party may terminate this Agreement
if the other party commits a breach of any obligation hereunder which is not
remedied within thirty (30) days of receipt of written notice specifying such
breach. In said event, the Agreement will immediately terminate at the end of
the thirty (30) days.  10.3Cause shall exist for termination by
either party if the other party attempts to assign this Agreement, except under
circumstances permitted under this Agreement, liquidates or terminates its
business, is adjudicated a bankrupt, makes an assignment for the benefit of
creditors, invokes the provisions of any law for the relief of debtors, or
files or has filed against it any similar proceeding.  10.4Each party acknowledges that
the other has made no commitments regarding the term or renewal of this
Agreement beyond those expressly stated herein. 
Either party may terminatethisAgreement without cause at any time
upon  ninety ( 90 ) days written
notice.  EACH PARTY ACKNOWLEDGES THAT
SUCH A PERIOD IS ADEQUATE TO ALLOW IT TO TAKE ALL ACTIONS REQUIRED TO ADJUST
ITS BUSINESS OPERATIONS IN ANTICIPATION OF TERMINATION.  10.5Upon termination or expiration of this
Agreement for any reason, Reseller will immediately cease to be an NEC Display
Authorized Reseller and will refrain from representing itself as such and from
using any NEC Display trademark or trade name.  10.6Termination of this Agreement shall not
affect any of Resellers pre-termination obligations; including, but not
limited to, any outstanding payment obligations hereunder.  Any termination of this Agreement shall be
without prejudice to the enforcement of any undischarged obligations owing NEC
Display existing at the time of termination.  10.7Upon anyterminationof this Agreement, any
orders outstanding and unshipped as of the termination date shall be deemed
canceled and NEC Display shall have no obligation to fill same.  If this Agreement is terminated by either
party with advance notice, NEC Display shall have the right to reject all or
part of any  5


orders received from Reseller during the period after notice but prior
to the effective date of termination (hereinafter called the final period) if
availability of the Products is insufficient at that time to meet the needs of
NEC Display and its customers fully.  In
any event, NEC Display may limit shipments during the final period to an amount
not exceeding Resellers average monthly purchases from NEC Display during the
three (3) months prior to the month in which notice of termination is
provided.  Notwithstanding any credit
terms made available to Reseller prior to that time, any of the Products
shipped by NEC Display to reseller during final period must be paid by
certified or cashiers check prior to shipment.  10.8In the event that NEC Display terminated
this Agreement without cause, within ten (10) days following the effective
date of any such termination. Reseller may submit to NEC Display a list of
all  new and current Products (finished
goods) sold by NEC Display to Reseller and remaining in Resellers inventory.  NEC Display shall be obligated to repurchase
an amount of  said Products equal to the
ninety (90) dayaverageamount of Products Reseller purchased during the last
twelve (12) month period. Reseller at Resellers  expense, shall cause those Products to be
delivered to such location(s) in the United States as NEC Display may
designate. NEC Display shall have the right to inspect all returned merchandise
before establishing final disposition and shall be entitled to reject and
return to Reseller, freight collect, any Products which in NEC Displays sole
judgment, are in unacceptable condition. 
Reseller shall be credited at the original purchase price paid by
Reseller for any such Products, less any price protection credits already issued
by NEC Display.  Within ten (10) days
following the effective date of any termination of this Agreement by Reseller,
with or without cause, or by NEC Display for cause, or for no cause upon once
hundred and eighty or more days notice, Reseller, upon request by NEC Display,
shall  submit to NEC Display a list of
all then new and current Products sold by NEC Display to Reseller and remaining
in Resellersinventoryin the original, undamaged, unopened shipping carton
as of the effective date of termination. 
NEC Display shall have the option to repurchase any or  all of said Products.  Reseller, at NEC Displays expense, shall cause
those Products to be delivered to such location(s) in the U. S. as NEC
Display may designate.If NEC Display desires
to exercise its option hereunder, it shall notify Reseller within thirty (30)
days after receipt of the Product list from Reseller.NEC Display shall have the right to inspect
all returned merchandise before establishing final disposition and shall be
entitled to reject and return to Reseller, freight collect, any Products which
in NEC Displays sole judgment, are in unacceptable condition.  Reseller shall be credited at the original
purchase price paid by Reseller for any such Products, less any price
protection credits already issued by NEC Display.  10.9THISAGREEMENTIS BEING EXECUTED BY THE
PARTIES WITH THE UNDERSTANDING THAT IT MAY BE TERMINATED AT ANY TIME AS
PROVIDED HEREIN.  NEITHER PARTY SHALL BE
LIABLE TO THE OTHER UNDER ANY LEGAL OR EQUITABLE THEORY, FOR COMPENSATION,
REIMBURSEMENT FOR INVESTMENTS OR EXPENSES, LOST PROFITS, INCIDENTAL OR
CONSEQUENTIAL DAMAGES, OR DAMAGES OF ANY OTHER KIND OR CHARACTER AS A RESULT OF
ANY TERMINATION OF THIS AGREEMENT.  11.PATENT
AND COPYRIGHT INDEMNITY  11.1NEC Display will defend Reseller against a claim
that a Product supplied hereunder infringes a U.S. patent or copyright, or that
the Products operation pursuant to software supplied by NEC Display infringes
on a U.S. patent, and NEC Display will pay any resulting cost, damages, and
reasonable attorneys fees finally awarded provided that Reseller promptly
notifies NEC Display in writing of the claim, NEC Display has sole control of
the defense and all related settlement negotiations, and Reseller provides NEC
Display complete information concerning the claim.  11.2NEC Displays obligation hereunder is conditioned on
Resellers agreement that if any Product becomes or in NEC Displays opinion is
likely to become the subject of such a claim, Reseller will permit NEC Display
at its option and expense either to procure the right for Reseller to continue
using the Product or to replace or modify the same so that it becomes
non-infringing; and if neither of the foregoing alternatives is available on
terms that are reasonable in NEC Displays judgment, Reseller will return the
Product on written request by NEC Display. 
NEC Display agrees to grant Reseller a credit for returned Products as
depreciated; such  6


depreciation
shall be an equal amount per year over the life of the Product as established
by NEC Display.  11.3NEC Display shall have no obligation to Reseller
under this Section 11 if any patent or copyright infringement or claim
thereof is based upon:  (1) use of
any Product delivered hereunder in connection or in combination with equipment,
software, or devices not supplied by NEC Display; (2) Resellers use of a
Product in the practicing of any process or in a manner for which the Product
was not designed; or (3) NEC Display compliance with Resellers designs,
specifications, or instructions. 
Reseller shall indemnify, defend, and hold harmless NEC Display from any
loss, cost, or expense suffered or incurred in connection with any suit, claim,
or proceeding brought against NEC Display which arises from or is in connection
with the manufacture, use, or sale, of any Product which Reseller modified,
altered, or combined with any equipment, device, or software not supplied by
NEC Display to the extent that such suit, claim, or proceeding is due to such
modification, alteration, or combination.  11.4The foregoing states NEC Displays entire liability
for patent and copyright infringements by Products furnished under this
Agreement.  12.OPTIONAL
PROGRAMS  12.1NEC Display may from time-to-time but with no
obligation to do so, offer various programs to its Resellers; such as, but not
limited to, soft dollar programs, promotions, and rebates.  If Reseller elects to participate in any type
of Program(s) offered by NEC Display to its Resellers, then Reseller
agrees to comply with and be governed by the terms and conditions of such
Program(s), including any policies and procedures applicable thereto contained
in the current version of the NEC Display Channel Partner Handbook.  In the event of any conflict between the
terms of this Agreement and the terms of the then current version of the NEC
Display Channel Partner Handbook, the terms of this Agreement shall
govern.  In all cases where participating
in such Program(s) may require Reseller to enter into separate agreements
with third parties, or where those Programs are administered by third parties,
Reseller agrees that NEC Display shall have no liability arising out of or in
connection with said Program.  13.SALES AND INVENTORY
REPORTING  13.1To retain its Reseller status, Reseller must provide
NEC Display with monthly EDI Point of Sales (POS) and inventory reporting data
or monthly electronic spreadsheet information containing the same sales and
inventory data.  All data fields must be
reported in their entirety so that all identified and requested fields are
populated with accurate information.  14.TRADEMARKS  14.1Reseller has no right, title, or interest in any NEC
Display trademark or trade name.  Any
rights in any NEC Display trademark or trade name acquired through Resellers
use belong solely to NEC Display. 
Reseller shall immediately discontinue any unauthorized use of any NEC
Display trademark or trade name as requested by 
NEC Display.  15.LIMITED WARRANTY  15.1NEC Display extends a limited warranty
solely to the end-user of the Products as set forth in the Limited Warranty
Statement accompanying each Product. 
Reseller will make no warranty representation on NEC Displays behalf
beyond those contained in the applicable Limited Warranty Statement, unless
otherwise previously agreed to in writing by NEC Display or its authorized representative.  The warranty shall commence when the Products
are resold to the end-user by the NEC Display Authorized Reseller, subject to
the terms and conditions of the Limited Warranty Statement.  NEC Display makes no warranty to Reseller
with respect to the Products.  In the
event any Product fails to operate according to NEC Displays specifications
prior to being resold to an end-user, Resellers exclusive remedy and NEC
Displays sole responsibility shall be (1) to repair the Product and
obtain warranty reimbursement in accordance with the then current NEC Display
Authorized Service Center (NASC) procedures, or (2) the return and
replacement  7


of the Product in accordance with NEC Displays then
prevailing policy.  15.2The above warranty is contingent upon the
proper use of the Products and will not apply to Products on which the original
identification marks have been removed or altered.  In addition, this warranty shall not apply to
defects or failure due to: (1) accident, neglect or misuse; (2) failure
or defect of electrical power, external electrical circuitry, air-conditioning
or humidity control; (3) the use of items not provided by NEC Display; (4) unusual
stress; (5) any party other than NEC Display or an authorized NEC Display
representative modifying, adjusting, repairing, or servicing the Product.  15.3EXCEPT FOR THE EXPRESS WARRANTY CONTAINED IN THE
LIMITED WARRANTY STATEMENT ACCOMPANYING THE PRODUCT, NEC DISPLAY DISCLAIMS ALL
WARRANTIES AND IMPLIED CONDITIONS, INCLUDING THE IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.  NO REPRESENTATION OR OTHER AFFIRMATION OF
FACT, INCLUDING, BUT NOT LIMITED TO, STATEMENTS REGARDING CAPACITY, SUITABILITY
FOR USE OR PERFORMANCE OF PRODUCTS, WHETHER MADE BY NEC DISPLAYS EMPLOYEES OR
OTHERWISE, WHICH IS NOT CONTAINED IN THIS AGREEMENT, SHALL BE DEEMED TO BE A
WARRANTY BY NEC DISPLAY FOR ANY PURPOSE, OR GIVE RISE TO ANY LIABILITY OF NEC
DISPLAY WHATSOEVER.  THE WARRANTIES AND CORRESPONDING
REMEDIES AS STATED IN THIS SECTION 15 ARE EXCLUSIVE AND IN LIEU OF ALL
OTHERS WRITTEN OR ORAL.  16.PROGRAM LICENSE PROVISIONS  16.1Any Licensed Program(s) supplied
under this Agreement is provided to Reseller with Restricted Rights.  Use, duplication, or disclosure by the United
States Government is subject to restriction as set forth in subparagraph (c)(1)(ii) of
the rights in Technical Data and Computer Software clause at DFAR 252.227-7013
or as set forth in the particular department or agency regulations or rules which
provide protection equivalent to or greater than the above-cited clause.  Reseller shall comply with any requirements
of the Government to obtain such protection.  17.LIMITATION OF LIABILITY  17.1Notwithstanding any provision contained herein to
the contrary, the maximum liability of NEC Display to Reseller or any person
whatsoever arising out of or in connection with any sale, use, or other
employment of any Product delivered to Reseller hereunder, whether such
liability arises from any claim based upon contract, warranty, tort, or
otherwise shall in no case exceed the actual amount paid to NEC Display by
Reseller within the previous twelve (12) months of NEC Displays
acknowledgement of the claim.  The
foregoing limitations of liability will not apply to claims for personal injury
caused by NEC Displays negligence.  17.2Neither NEC
Display nor Reseller may institute any action in any form arising out of this
Agreement more Than eighteen (18) months after the cause of action has arisen,
or in the case of nonpayment, more than eighteen (18) months from the date of
last payment or promise to pay, except that this limitation does not apply to
any action for payment of taxes.  17.3IN NO EVENT SHALL NEC DISPLAY BE LIABLE TO RESELLER
FOR SPECIAL, INDIRECT, RELIANCE, INCIDENTAL OR CONSEQUENTIAL DAMAGES, OR FOR
ANY DAMAGES RESULTING FROM LOSS OF USE, DATA, OR PROFITS WHETHER IN CONTRACT,
TORT, STRICT LIABILITY, OR OTHERWISE.  18.CONFIDENTIALITY
AND PROPRIETARY RIGHTS  18.1Certain data or portions thereof which may be supplied
by NEC Display relating to the Products are confidential and proprietary to NEC
Display and will be so marked.  Reseller
shall abide by such markings and shall not reproduce, use, or disclose the
above described data to third parties except as may be authorized by NEC
Display.  8


19.GOVERNMENT EXPORT
RESTRICTION  19.1Reseller agrees that the Products purchased hereunder
will not be exported directly or indirectly, separately or as part of a system
without first obtaining a license from the U.S. Department of Commerce or any
other appropriate agency of the U.S. Government, as required.  20.GOVERNMENT PROCUREMENT  20.1No United States Government procurement terms and
conditions will be deemed included hereunder or binding on either party unless
specifically accepted in writing and signed by both parties.  21.FORCE MAJEURE  21.1Neither NEC Display nor Reseller shall be liable for
its failure to perform hereunder due to contingencies beyond its reasonable
control, including, but not limited to, strikes, riots, wars, fire, acts of God,
or acts in compliance with any law or government regulation.  22.APPLICABLE LAW  22.1This Agreement will be governed by the laws of the
State of Illinois.  23.ASSIGNMENT  23.1Reseller has been appointed by NEC Display as an
Authorized Reseller for the Products because of NEC Displays confidence in
Reseller, which confidence is personal in nature.  Reseller may not assign, transfer, or sell
all or any of its rights under this Agreement (or delegate all or any of its
obligations hereunder) without the written consent of NEC Display.  Any other attempted assignment or transfer
will be void.  If a sale or other
transfer of all or any part of the business conducted by Reseller is
contemplated (whether by transfer of stock, assets, or otherwise), Reseller
shall notify NEC Display in writing not less than thirty (30) days prior to
effecting such transfer but such notice shall not obligate NEC Display to deal
with the transferee.  NEC Display may
assign this Agreement only to a parent, a subsidiary, or an affiliated firm, or
to any other entity in connection with the sale or transfer of all or
substantially all of its business assets. 
Subject to these restrictions, the provisions of this Agreement shall be
binding upon and inure to the benefit of the parties, their successors, and
their permitted assigns.  24.NOTICES  24.1Unless otherwise agreed to by the parties, all notices
required under this Agreement shall be made personally, by certified mail,
return receipt requested, overnight express mail delivery, or electronic mail
and all notices shall be addressed to the attention of the party executing the
Agreement or its successor; provided, however, that notices of Product, price,
and/or discount changes shall be made by regular first-class or electronic mail.  25.WAIVER  25.1Either partys failure to enforce any provision of
this Agreement will not be deemed a waiver of that provision or of the right to
enforce it in the future.  26.SEVERABILITY  26.1In the event that any of the provisions of this Agreement
or the application of any such provisions to the parties hereto with respect to
their obligations hereunder shall be held by a court of competent jurisdiction
to be unlawful or unenforceable, the remaining provisions of this Agreement
shall remain in full force and effect and shall not be affected, impaired, or
invalidated in any manner.  9


27.PARAGRAPH
HEADINGS AND LANGUAGE INTERPRETATIONS  27.1The paragraph headings contained herein are for reference
only and shall not be considered as substantive parts of this Agreement.  The use of a singular or plural form in this
Agreement shall include the other form, and the use of a masculine, feminine,
or neuter gender shall include the other genders.  28.ENTIRE AGREEMENT  28.1This Agreement contains the entire and only
understanding between the parties and supersedes all prior agreements, either
written or oral, relating to the subject matter hereof.  No modifications of this Agreement will be
binding on either party unless made in writing and signed by persons authorized
to sign agreements on behalf of Reseller and NEC Display at its Headquarters.  29.FORUM FOR DISPUTES AND
WAIVER OF JURY TRIAL  29.1If during the term of this Agreement or at any time after
its termination either NEC Display or Reseller commences a suit, action, or
other legal proceedings against the other arising out of or in connection with
this Agreement, the breach thereof or to its termination, whether or not other
parties are also named therein, the forum for the same, including, but not
limited to, the forum of the trial shall take place in accordance with this
Section.  Any action brought by either
party against the other, including any against its officers, agents, employees,
or ex-employees shall be brought exclusively in the appropriate state or
federal courts located in the State of Illinois.  29.2In the event that either NEC Display or the Reseller
brings suit against the other party for any matter arising out of or in connection
with this Agreement and the party which is sued is ultimately adjudicated to
not have liability, then the party bringing suit agrees to pay the other partys
reasonable attorneys fees and litigation costs.  29.3THE PARTIES MUTUALLY ACKNOWLEDGE AND AGREE THAT ANY
CONTROVERSY RELATING IN ANY MANNER TO THIS AGREEMENT, ANY BREACH OF THIS
AGREEMENT OR ITS TERMINATION MAY INVOLVE DIFFICULT OR COMPLEX ISSUES WHICH
MAY BETTER BE UNDERSTOOD BY A JUDGE RATHER THAN A JURY.  ACCORDINGLY, THE PARTIES HEREBY KNOWINGLY,
VOLUNTARILY, AND INTENTIONALLY WAIVE THEIR RIGHTS TO A JURY TRIAL IN CONNECTION
WITH ANY SUCH LITIGATION AND CONSENT TO A TRIAL BEFORE A JUDGE SITTING WITHOUT
A JURY.  30.AUTHORITY  30.1If Reseller is a sole proprietorship, the person
executing this Agreement represents that he or she is the sole proprietor
thereof.  If Reseller is a partnership or
corporation, the person executing this Agreement represents that he or she is
either a general partner or a duly authorized corporate officer, as the case
may be, and that he or she has full authority to enter into this Agreement on
behalf of such partnership or corporation.  NOTE:THIS AGREEMENT, INCLUDING THE WAIVER OF JURY TRIAL PROVISION,
SHOULD BE REVIEWED BY LEGAL COUNSEL BEFORE EXECUTION.  10


ACCEPTED
AND AGREED TO BY:  Resellers Full Legal Name  BALLANTYNE STRONG, INC., BY AND ITS:
  
  NEC DISPLAY SOLUTIONS OF
  AMERICA, INC 
  BY AND ITS:/s/ John Wilmers
  1-22-10
  
  /s/ Jim Reisteter
  1-22-10Signature
  Date
  
  Signature
  DateJohn Wilmers
  
  
  Jim ReisteterPrinted Name
  
  
  Printed NamePresident & C.E.O.
  
  
  General ManagerTitle
  
  
  Title  11


ADDENDUM A  AUTHORIZED LOCATION(S) TO RESELLER AGREEMENT BETWEEN NEC DISPLAY SOLUTIONS OF AMERICA, INC.  AND  BALLANTYNE STRONG, INC.  RESELLERs Full Legal Name
and d/b/a (if different from Legal Name)  Legal Company Name: 
  BALLANTYNE STRONG, INC.
  
  Contact: 
                      Kevin
  HerrmannD.B.A. Name:
  
  Title: 
                      Chief
  Financial OfficerBill To Address: 
                      4350
  McKinley Street
  
  Ship to Address: 
                      4350
  McKinley StreetBill To City: 
                      Omaha
  
  Ship to City 
                      OmahaBill To State and Zip 
                      Nebraska
  68112
  
  Ship to State and Zip 
                      Nebraska
  68112Telephone: 
                      402.453.4444
  
  Email Address:
  Kevin.herrmann@btn-inc.comFax Number: 
                      402.453.7238
  
  Sales Manager: Ray
  Boegner, SVPA/P Contact and Phone # 
                      Peggy
  Hember 402.453.4444 x377
  
  Service Manager: Gerhard
  Marburg, VPWebsite URL:
  www.ballantyne-omaha.com
  
  NEC-DS Sales Rep: Jim
  Reisteter, GM  This Addendum is effective as of the date executed by NEC-DS, and
supersedes any such addendum(a) previously executed by the parties.  RESELLER:
  
  NEC DISPLAY SOLUTIONS OF
  AMERICA, INC.BALLANTYNE STRONG, INC.
  
  /s/ Jim Reisteter
  1-22-10RESELLERs Full Legal Name
  
  Authorized Signature
  Date/s/ John P. Wilmers
  1-22-10
  
  GM Digital Cinema DivAuthorized Signature
  Date
  
  TitlePresident and C.E.O.Title  12