Non-competition Agreement

NON-COMPETITION AGREEMENT


THIS AGREEMENT is made and entered into as of April 1, 1997, by and between XENOTECH, INC. and XENOTECH RENTS, 7344-7348 Bellaire Avenue, North Hollywood, California 91605, both California corporations (collectively the "Seller"), RICHARD HART, 528 Erskine Drive, Pacific Palisades, California 90272, a California resident (the "Stockholder"), and BALLANTYNE OF OMAHA, INC., 4350 McKinley Street, Omaha, Nebraska 68112, a Delaware corporation (the "Buyer").


WHEREAS, the parties hereto have entered into an Asset Purchase Agreement dated as of the 1st day of April, 1997 (the "Asset Purchase Agreement") wherein Seller has agreed to sell, and Buyer has agreed to buy, all of the operating assets of Seller; and


WHEREAS, it is specifically provided that as an integral part of said transaction, an agreement not to compete would be set forth in a separate agreement between the parties, and that this Agreement is in fulfillment of the same.


NOW, THEREFORE, for the consideration mentioned in the Asset Purchase Agreement, and in consideration of the purchase by Buyer of substantially all of the operating assets of Seller, which is in the business of the design, manufacture, marketing, distribution, lease and sale of lighting equipment, and in consideration of Two Hundred Fifty Thousand Dollars ($250,000) to be paid to Stockholder as hereinafter provided, the parties agree as follows, to wit:


1. Seller and Stockholder jointly and severally agree that for a period of time beginning on April 1, 1997, and ending on a date which is three (3) years after the date of the termination of Stockholder's employment with the Buyer, or on April 1, 2002, whichever date shall be later, Seller and Stockholder, or either of them, shall not, without Buyer's prior written consent, directly or indirectly, own, manage, operate, join, control, be employed by, or participate in the ownership, management, operation or control of, or assist any other person, firm, or corporation as an employ ...