ASSET PURCHASE AGREEMENT
This Agreement is made and entered into as of the 30TH day of July, 2002, by and between Xenotech Rental
Corp., a Nebraska corporation (hereinafter referred to as "Xenotech Rental"), and Ballantyne of Omaha, Inc., a
Delaware corporation (hereinafter referred to as "BTN") and Arc Light Efx, Inc., a California corporation
(hereinafter referred to as "ALEI").
A. Xenotech Rental is engaged in the business of the rental of lighting equipment.
B. BTN is the parent company of Xenotech Rental and is engaged in the business of the manufacture of lighting
C. ALEI desires to purchase from Xenotech Rental, and Xenotech Rental desires to sell to ALEI, certain of the
assets of Xenotech Rental pertaining to its rental of lighting equipment business.
NOW, THEREFORE, in consideration of the recitals and the mutual agreements, provisions and covenants
herein contained, the parties hereto agree as follows:
SECTION 1. SALE OF ASSETS. Subject to the terms and conditions of this Agreement, Xenotech Rental
agrees to sell, assign, transfer and deliver to ALEI, and ALEI shall buy, accept and receive from Xenotech
Rental, on the Closing Date, the following-described properties and Assets (collectively the "Assets"), as set forth
on Exhibit "1," attached hereto, and by this reference, incorporated herein, free and clear of all liens and
SECTION 2 CONSIDERATION PAYABLE TO XENOTECH RENTAL BY ALEI FOR THE ASSETS
2.1 PURCHASE PRICE. ALEI agrees to purchase the Assets from Xenotech Rental and to pay to Xenotech
Rental the sum of Five Hundred Thousand Dollars ($500,000.00) (the "Purchase Price").
2.2 PAYMENT OF PURCHASE PRICE. The Purchase Price shall be paid by wire transfer, cash, or certified
check, on the Closing Date.
2.3 EXCLUDED ASSETS. Xenotech Rental shall retain all equipment not specified on Exhibit "1", and accounts
receivable, patents, trademarks, trade names, service marks, copyrights, and other intel