<PAGE>

                                                                  Exhibit 10.41

                          VARI-LITE INTERNATIONAL, INC.
                        EMPLOYEES' STOCK OWNERSHIP TRUST
              (AS AMENDED AND RESTATED, EFFECTIVE JANUARY 1, 1998)









ESOT Cover Sheet

<PAGE>



                                TABLE OF CONTENTS

<TABLE>
<S>           <C>                                                            <C>

Table of Contents..............................................................i

Index.........................................................................ii

Vari-Lite International, Inc. Employees' Stock Ownership Trust ................1

Article I:     Name and Acceptance.............................................2

Article II:    Management and Control of Trust Fund............................2

Article III:   Provisions Related to Investment of Trust Fund..................9

Article IV:    Valuation of Trust Fund........................................10

Article V:     No Reversion to Employer.......................................10

Article VI:    Change of Trustee..............................................11

Article VII:   Additional Employers...........................................12

Article VIII:  Amendment and Termination......................................12

Article IX:    Indemnification, Appointment of Investment Manager, and 
               Appointment of Ancillary Trustee...............................13

Article X:     Miscellaneous..................................................15

</TABLE>


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<PAGE>


                                      INDEX

<TABLE>
<S>           <C>                                                            <C>
ARTICLE I - NAME AND ACCEPTANCE................................................2

Sec. 1.01     Name.............................................................2
Sec. 1.02     Acceptance.......................................................2
Sec. 1.02     Tax Identification Number........................................2

ARTICLE II - MANAGEMENT AND CONTROL OF TRUST FUND..............................2

Sec. 2.01     Trust Fund.......................................................2
Sec. 2.02     Plan Administration..............................................3
Sec. 2.03     Exercise of Trustee's Duties.....................................3
Sec. 2.04     General Powers...................................................3
Sec. 2.05     Responsibility of Trustee........................................8
Sec. 2.06     Compensation and Expenses........................................8
Sec. 2.07     Continuation of Powers Upon Trust Termination....................8
Sec. 2.08     Bond.............................................................8
Sec. 2.09     Trustee Directions...............................................8
Sec. 2.10     Insurance Proceeds...............................................8

ARTICLE III - PROVISIONS RELATED TO INVESTMENT
          OF TRUST FUND .......................................................9

Sec. 3.01     Investment of Trust Fund.........................................9
Sec. 3.02     Stock Splits and Other Capital Reorganization, Dividends.........9
Sec. 3.03     Voting of Shares and Tender or Exchange Offers..................10
Sec. 3.04     Distribution of Trust Fund......................................10
Sec. 3.05     Put Option......................................................10

ARTICLE IV - VALUATION OF TRUST FUND..........................................10

ARTICLE V - NO REVERSION TO EMPLOYER..........................................10

ARTICLE VI - CHANGE OF TRUSTEE................................................11

Sec. 6.01     Resignation of the Trustee......................................11
Sec. 6.02     Removal of the Trustee..........................................11
Sec. 6.03     Duties of Resigning or Removed Trustee and of Successor 
              Trustee.........................................................11
Sec. 6.04     Filling Trustee Vacancy.........................................12

ARTICLE VII - ADDITIONAL EMPLOYERS............................................12

ARTICLE VIII - AMENDMENT AND TERMINATION......................................12

Sec. 8.01     Amendment.......................................................12
Sec. 8.02     Termination.....................................................12

</TABLE>


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<TABLE>

<S>           <C>                                                            <C>
ARTICLE IX - INDEMNIFICATION, APPOINTMENT OF INVESTMENT
          MANAGER, AND APPOINTMENT OF ANCILLARY TRUSTEE.......................13

Sec. 9.01     Indemnification.................................................13
Sec. 9.02.    Limitation on Liability - If Investment Manager,
              Ancillary Trustee or Independent Fiduciary Appointed............13
Sec. 9.03     Appointment of Investment Manager or Ancillary Trustee..........14
Sec. 9.04     Parties to Litigation...........................................15

ARTICLE X - MISCELLANEOUS.....................................................15

Sec. 10.01    Disagreement as to Acts.........................................15
Sec. 10.02    Persons Dealing with Trustee....................................15
Sec. 10.03    Third Party and Multiple Trustees...............................15
Sec. 10.04    Benefits May Not Be Assigned or Alienated.......................15
Sec. 10.05    Evidence........................................................15
Sec. 10.06    Waiver of Notice................................................15
Sec. 10.07    Counterparts....................................................16
Sec. 10.08    Governing Laws and Severability.................................16
Sec. 10.09    Successors......................................................16
Sec. 10.10    Action..........................................................16
Sec. 10.11    Conformance with Plan...........................................16
Sec. 10.12    Headings........................................................16
</TABLE>


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                          VARI-LITE INTERNATIONAL, INC.
                        EMPLOYEES' STOCK OWNERSHIP TRUST
              (AS AMENDED AND RESTATED, EFFECTIVE JANUARY 1, 1998)


     THIS TRUST AGREEMENT is amended in restatement form as of the date
hereof,by and between VARI-LITE INTERNATIONAL, INC., a Delaware corporation (the
"Company"), and the FROST NATIONAL BANK (formerly known as OVERTON BANK AND
TRUST, N.A. prior to May 31, 1998), and its successors and assigns in the trust
hereby evidenced, as trustee (referred to as the "Trustee").

                                WITNESSETH THAT:

     WHEREAS, the Company established a stock bonus plan on September 27, 1995,
to be effective as of January 1, 1995, which was known as the VARI-LITE
HOLDINGS, INC. EMPLOYEES' STOCK OWNERSHIP PLAN; and

     WHEREAS, VARI-LITE HOLDINGS, INC. changed its name to VARI-LITE
INTERNATIONAL, INC., effective as of December 27, 1995; and

     WHEREAS, the Company has amended and restated the VARI-LITE HOLDINGS, INC.
EMPLOYEES' STOCK OWNERSHIP PLAN to be effective as of January 1, 1998 unless
otherwise set forth therein or as required by applicable law. The amended and
restated Plan is known as the VARI-LITE INTERNATIONAL, INC. EMPLOYEES' STOCK
OWNERSHIP PLAN (As Amended and Restated, Effective January 1, 1998) (the "Plan")
and is intended to qualify as an employee stock ownership plan and satisfy the
requirements of Sections 401(a) and 4975(e)(7) of the Internal Revenue Code of
1986, as it may be amended from time to time (the "Code"), and Section 407(d)(6)
of the Employee Retirement Income Security Act of 1974, as it may be amended
from time to time ("ERISA"); and

     WHEREAS, the Company established the VARI-LITE HOLDINGS, INC. EMPLOYEES'
STOCK OWNERSHIP TRUST on September 27, 1995, to be effective as of January 1,
1995 or as otherwise set forth herein or required by applicable law; and

     WHEREAS, the Company, pursuant to Section VIII-1 of the VARI-LITE HOLDINGS,
INC. EMPLOYEES' STOCK OWNERSHIP TRUST hereby amends the VARI-LITE HOLDINGS, INC.
EMPLOYEES' STOCK OWNERSHIP TRUST, in restated form, effective as of January 1,
1998 or as otherwise set forth herein or required by applicable law, to be known
as the VARI-LITE INTERNATIONAL, INC. EMPLOYEES' STOCK OWNERSHIP TRUST (As
Amended and Restated, Effective January 1, 1998) (the "Trust"); and

     WHEREAS, the Plan was established for the exclusive benefit of Eligible
Employees of the Company and those of any Related Employer (as defined in
Section 1.27 of the Plan) which adopts the Plan and becomes a party to this
Trust as provided in Article VII herein (the Company and the 


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<PAGE>

     Related Employersare sometimes referred to below collectively as the
"Employers" and individually as an "Employer"); and

     WHEREAS, the Trustee accepts this Trust which is and becomes a part of the
Plan and agrees to perform the obligations set forth in this Trust Agreement;
and

     WHEREAS, the Trust shall be interpreted, wherever possible, to comply with
the terms of the Code, ERISA, and all formal regulations and rulings; and

     NOW, THEREFORE, pursuant to the authority delegated to the undersigned
officers of the Company by resolution of its Board of Directors (the "Board");

     IT IS AGREED, by and between the parties hereto, that the trust provisions
contained herein shall constitute the agreement between the Company and the
Trustee in connection with the Plan and the Trust; and

     IT IS FURTHER AGREED, that the Trustee hereby agrees to continue to serve
under this Trust Agreement; and

     IT IS FURTHER AGREED, by and between the parties hereto as follows:

                                    ARTICLE I
                               NAME AND ACCEPTANCE

     SEC. 1.01. NAME. This Trust Agreement and Trust, as amended and restated
herein, shall be known as the "VARI-LITE INTERNATIONAL, INC. EMPLOYEES' STOCK
OWNERSHIP TRUST (As Amended and Restated, Effective January 1, 1998)." Prior to
January 1, 1998, the Trust was known as the "Vari-Lite Holdings, Inc. Employees'
Stock Ownership Trust.

     SEC. 1.02. ACCEPTANCE. The Trustee continues to accept the Trust, as
amended and restated herein, which is and becomes part of the Plan and agrees to
perform the obligations imposed under this Trust Agreement.

     SEC. 1.03. TAX IDENTIFICATION NUMBER. The tax identification number of the
Trust is as follows: 75-2612238.

                                   ARTICLE II
                      MANAGEMENT AND CONTROL OF TRUST FUND

     SEC. 2.01. TRUST FUND. The "Trust Fund" as of any date means all property
of every kind held or acquired by the Trustee pursuant to this Trust. "Trust
Fund" is also referred to as "Trust Assets." The Trustee may manage, administer
and invest all contributions made to the Trust by the Employer or Employers
under the Plan as one Trust Fund. If, for any reason, it becomes necessary to
determine the portion of the Trust Fund allocable to Employees and former
Employees of any Employer as of any date, the ESOP Committee (as defined in
Section 2.02 herein) shall specify such


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<PAGE>

     date as an Accounting Date, and afterall adjustments required under the
Plan as of that Accounting Date have been made, the portion of the Trust Fund
attributable to such Employees and former Employees shall be determined and
shall consist of an amount equal to the aggregate of the Account balances of
Employees and former Employees of that Employer plus an amount equal to any
allocable contributions made by that Employer since the close of the immediately
preceding Plan Year.

     SEC. 2.02. PLAN ADMINISTRATION. The Plan shall be administered by an ESOP
Committee. Except as provided in the Plan, Section 2.04 herein, and under ERISA,
the Trustee shall have no authority to act unless directed by the ESOP
Committee. In the absence of an ESOP Committee, the Company assumes the powers,
duties and responsibilities of the ESOP Committee. The ESOP Committee may
authorize one or more individuals to sign all communications between the ESOP
Committee and Trustee. The Company shall at all times keep the Trustee advised
of the names of the members of the ESOP Committee and individuals authorized to
sign on behalf of the ESOP Committee, and provide specimen signatures thereof.
With the Trustee's prior written consent, the ESOP Committee may authorize the
Trustee to act, without specific directions or other directions or instructions
from the ESOP Committee, on any matter or class of matters with respect to which
directions or instructions from the ESOP Committee are called for hereunder. The
Trustee shall be fully protected in relying on any communication sent by any
authorized person and shall not be required to verify the accuracy or validity
of any signature unless the Trustee has reasonable grounds to doubt the
authenticity of any signature. If the Trustee requests any directions hereunder
and does not receive them, the Trustee shall act or refrain from acting, as it
may determine, with no liability for such action or inaction. Notwithstanding
the provisions herein, the Trustee must act in accordance with ERISA and the
Plan.

     SEC. 2.03. EXERCISE OF TRUSTEE'S DUTIES. The Trustee shall discharge its
duties hereunder solely in the interest of Plan Participants and other persons
entitled to benefits under the Plan, and:

               (a)  for the exclusive purpose of:

                    (i)  providing benefits to Participants and other persons
                         entitled to benefits under the Plan; and

                    (ii) defraying reasonable expenses of administering the
                         Plan;

               (b)  with the care, skill, prudence, and diligence under the
          circumstances then prevailing that a prudent person acting in a like 
          capacity and familiar with such matters would use in the conduct of
          an enterprise of a like character and with like aims; and

               (c)  in accordance with the documents and instruments governing
          the Plan unless, in the good faith judgment of the Trustee, the 
          documents and instruments are not consistent with the provisions of 
          the Code and ERISA.

     SEC. 2.04. GENERAL POWERS. The Trustee has full discretion and authority
with regard to the investment of the Trust Fund, except with respect to a Trust
Asset under the control


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     or direction of a properly appointed Investment Manageror with respect to a
Trust Asset properly subject to Employer, Participant or ESOP Committee
direction of investment. Subject to the provisions of Sections 2.02, 2.03 and
2.09 and Article III herein, with respect to the Trust Fund, the Trustee shall
have the following, but not limited to, powers, rights and duties in addition to
those provided elsewhere in this Trust, the Plan or by law:

               (a) To invest the Trust Fund primarily in Employer Securities and
          to invest the Trust Fund in any common or preferred stocks, open-end
          or closed-end mutual funds, put and call options traded on a national
          exchange, United States retirement plan bonds, corporate bonds,
          debentures, convertible debentures, commercial paper, U.S. Treasury
          bills, U.S. Treasury notes and other direct or indirect obligations of
          the United States Government or its agencies, improved or unimproved
          real estate situated in the United States, limited partnerships,
          limited liability companies, insurance contracts of any type,
          mortgages, notes or other property of any kind, real or personal, and
          to buy or sell options on common stock on a nationally recognized
          exchange with or without holding the underlying common stock, to buy
          and sell commodities, commodity options and contracts for the future
          delivery of commodities, and to make any other investments the Trustee
          deems appropriate, as a prudent man would do under like circumstances
          with due regard for the purposes of the Plan. Any investment made or
          retained by the Trustee in good faith is proper but must be of a kind
          (with the exception of Employer Securities) constituting a
          diversification considered by law suitable for trust investments;

               (b) To retain in cash (pending investment, reinvestment or the
          distribution of dividends) such reasonable amount as may be required
          to satisfy liquidity needs of the Trust and for the proper
          administration of the Trust and to invest such cash as provided in
          Section 3.01 herein, provided, however, that pending receipt of
          directions from the ESOP Committee, the Trustee may retain reasonable
          amounts of cash, in its discretion, without any liability for
          interest;

               (c) To invest at a reasonable rate of interest or in a common
          trust fund, as described in Code Section 584, or in a collective
          investment fund, the provisions of which govern the investment of such
          assets and which the Plan incorporates by this reference and which
          conforms to the rules of the Comptroller of the Currency;

               (d) To lease for oil, gas and other mineral purposes and to
          create mineral severance's by grant or reservation; to pool or unitize
          interests in oil, gas and other minerals; and to enter into operating
          agreements and to execute division and transfer orders;

               (e) To hold any securities or other property in the name of the
          Trustee or its nominee, with depositories or agent depositories or in
          another form as it may deem best, with or without disclosing the trust
          relationship;

               (f) To file all tax returns for the Trust and Plan required of
          the Trustee;


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               (g) To receive and to hold all contributions paid to it under the
          Plan; provided, however, that the Trustee shall have no duty to
          require any contributions to be made to it, to determine that the
          contributions received by it comply with the provisions of the Plan or
          with any resolution of the Board providing therefor;

               (h) To credit and make distributions from the Trust Fund to such
          persons or trusts, in such manner, at such times and in such forms
          (Employer Securities, cash or a combination thereof) as directed by
          the ESOP Committee without inquiring as to whether a payee or
          distributee is entitled to the payment, or as to whether a payment is
          proper, and without liability for a payment made in good faith without
          actual notice or knowledge of the changed condition or status of the
          payee or distributee. Unless required by ERISA, the Trustee is
          accountable only to the ESOP Committee for any payment or distribution
          made by it in good faith on the order or direction of the ESOP
          Committee. If any payment of benefits to be made from the Trust Fund
          by the Trustee is not claimed, the Trustee shall notify the ESOP
          Committee of that fact promptly. The ESOP Committee shall direct the
          Trustee or the Trustee will make a diligent effort to ascertain the
          whereabouts of the payee or distributee of benefits returned
          unclaimed. The Trustee shall dispose of such payments as the ESOP
          Committee shall direct pursuant to Section 12.26 of the Plan and in
          accordance with ERISA. The Trustee shall have no obligation to search
          for or ascertain the whereabouts of any payee or distributee of
          benefits from the Trust Fund unless required by the Plan, Code or
          ERISA;

               (i) To vote Employer Securities (as defined in Section 1.31 of
          the Plan) as provided in Section 8.11 of the Plan, and any other
          stocks, bonds or other securities held in the Trust, or otherwise
          consent to or request any action on the part of the issuer in person,
          by proxy or power of attorney;

               (j) To contract or otherwise enter into transactions between
          itself, as Trustee, and the Company or any Employer, or any Company
          shareholder or other individual, for the purpose of acquiring or
          selling Employer Securities and, subject to the provisions of Section
          2.03 herein and the Plan, to retain such Employer Securities;

               (k) To compromise, contest, arbitrate, settle or abandon claims
          and demands by or against the Trust and Trust Fund;

               (l) To begin, maintain or defend any litigation necessary in
          connection with the investment, reinvestment and administration of the
          Trust, and, to the extent not paid from the Trust Fund and subject to
          Section 9.01 herein, the Employers shall indemnify the Trustee against
          all expenses and liabilities reasonably sustained or anticipated by it
          by reason thereof (including reasonable attorneys' fees);

               (m) To retain any funds or property subject to any dispute
          without liability for the payment of interest, or to decline to make
          payment or delivery thereof until final adjudication is made by a
          court of competent jurisdiction;


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<PAGE>

               (n) To report to the Company as of the last day of each Plan
          Year, as of any Accounting Date (or as soon thereafter as
          practicable), or at such other times as may be required under the
          Plan, the then "Net Worth" of the Trust Fund, which is, the fair
          market value of all property held in the Trust Fund, reduced by any
          liabilities other than liabilities to Participants (and their
          Beneficiaries) in the Plan, as determined by the Trustee;

               (o) To furnish to the Company, Employer, the Plan Administrator
          and the ESOP Committee an annual statement of account and accounts for
          such other periods as may be required under the Plan, showing the
          condition of the Trust Fund and the Net Worth of the Trust Fund at the
          end of the Plan Year, all investments, receipts, disbursements and
          other transactions made by the Trustee during the Plan Year, covered
          by the statement, and such other information as the Trustee may
          possess which the Company requires in order to comply with Section 103
          of ERISA. The Trustee shall keep accurate accounts of all investments,
          earnings thereon, and all accounts, books and records related to such
          investments shall be open to inspection by any person designated by
          the Company, Employer or the ESOP Committee at reasonable times and
          may be audited from time to time by any person or persons as the
          Company, Employer or ESOP Committee may specify in writing. All
          accounts of the Trustee shall be kept on an accrual basis. The ESOP
          Committee may direct the Trustee to furnish the ESOP Committee, Plan
          Administrator, Company or Employer with whatever information relating
          to the Trust Fund. If, during the term of this Trust, the Department
          of Labor issues Regulations under ERISA regarding the valuation of
          Employer Securities or other assets for purposes of the reports
          required by ERISA, the Trustee shall use such valuation methods for
          purposes of the accounts described by this subparagraph. If the
          Trustee determines that there is not a generally recognized market (as
          contemplated by Section 3(18)(A) of ERISA) for shares of Employer
          Securities, all valuations of such securities shall be made by an
          "Independent Appraiser" (as described in Section 401(a)(28)(C) of the
          Code) retained by the Trustee, and reviewed and finalized by the
          Trustee, in accordance with Section 3(18)(B) of ERISA. The Company or
          the ESOP Committee may approve such accounting by written notice of
          approval delivered to the Trustee or by failure to express objection
          to such accounting in writing delivered to the Trustee within sixty
          (60) days from the date upon which the annual return for the Plan on
          Form 5500 is due (including all applicable extensions of such date).
          Nothing herein shall require the Company or the ESOP Committee to
          approve or otherwise determine the correctness of the Trustee's
          valuation of Employer Securities. Upon the receipt of a written
          approval of the accounting, or upon the passage of the period of time
          within which objection may be filed without written objections having
          been delivered to the Trustee, such accounting shall be deemed to be
          approved, and the Trustee shall be released and discharged as to all
          items, matters and things set forth in such account, as fully as if
          such accounting had been settled and allowed by decree of a court of
          competent jurisdiction in an action or proceeding in which the
          Trustee, the ESOP Committee, the Company and all persons having or
          claiming to have any interest in the Trust Fund or under the Plan were
          parties;

               (p) To pay any estate, inheritance, income or other tax, charge
          or assessment attributable to any benefit which, it shall or may be
          required to pay or withhold taxes; and to require before making any
          payment such release or other document from any taxing


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          authority and such indemnity from the intended payee or distributee as
          the Trustee shall deem necessary for its protection;

               (q) To employ and to reasonably rely upon information and advice
          furnished by agents, attorneys, independent appraisers, independent
          financial advisors, accountants or other persons of its choice for
          such purposes as the Trustee considers desirable;

               (r) To assume, until advised to the contrary, that the Trust
          evidenced by this Agreement is qualified under Section 401(a) of the
          Code and is entitled to tax exemption under Section 501(a) of the
          Code;

               (s) To have the authority to invest and reinvest the assets of
          the Trust Fund, in personal property of any kind, including, but not
          limited to Employer Securities, bonds, notes, debentures, mortgages,
          equipment trust certificates, investment trust certificates, life
          insurance, guaranteed investment contracts, preferred or common stock,
          and registered investment companies; provided, however, that all
          investments in Employer Securities shall be undertaken pursuant to the
          provisions of Section 3.01 herein;

               (t) To exercise any options, subscription rights and other
          privileges with respect to the Trust Fund, subject to the provisions
          of Article III herein, to manage, sell, contract to sell, grant
          options to purchase, convey, exchange, transfer, abandon, improve,
          repair, insure, lease for any term even though commencing in the
          future or extending beyond the term of the Trust, and otherwise deal
          with all property, real or personal, in such manner, for such
          considerations and on such terms and conditions as the Trustee
          decides;

               (u) To register ownership of any securities or other property
          held by it in its own name or in the name of a nominee, with or
          without the addition of words indicating that such securities are held
          in a fiduciary capacity, and may hold any securities in bearer form,
          but the books and records of the Trustee shall at all times reflect
          that all such investments are part of the Trust;

               (v) To borrow such sum or sums of money, to assume indebtedness,
          to extend mortgages, to obtain an Exempt Loan (as defined in Section
          12.21 of the Plan) from time to time as the Trustee considers
          necessary or desirable and in the best interest of the Plan, Trust
          Fund and Plan Participants, and for that purpose to mortgage or
          encumber or pledge any part of the Trust Fund (subject to the
          provisions of Code Section 4975(c) and the Regulations issued
          thereunder);

               (w) To enter into an Exempt Loan transaction pursuant to Section
          12.21 of the Plan;

               (x) To participate in and use the Federal Book-Entry Account
          System, a service provided by the Federal Reserve Bank for its member
          banks for deposit of Treasury securities;


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<PAGE>

               (y) To perform any and all other acts which are necessary or
          appropriate for the proper management, investment and distribution of
          the Trust Fund;

               (z) To construe and interpret the Plan subject to the
          constructions and interpretations of the ESOP Committee and the Plan
          Administrator, direction(s) from the ESOP Committee, and the rules and
          regulations adopted and to answer all questions arising in the
          administration, interpretation, and application of the Plan document
          and documents related to the Plan's operation; and

               (aa) To purchase Qualifying Employer Securities as an investment
          of the Trust, provided the Trustee does not pay in excess of adequate
          consideration as defined in ERISA.

     SEC. 2.05. RESPONSIBILITY OF TRUSTEE. The Trustee shall not be responsible
in any way for the adequacy of the Trust Fund to meet and discharge any or all
liabilities under the Plan or for the proper application of distributions made
or other actions taken upon the direction of the ESOP Committee. The powers,
duties and responsibilities of the Trustee shall be limited to those set forth
in this Trust and the Plan, or as later agreed upon by the Trustee, Company, and
ESOP Committee in writing.

     SEC. 2.06. COMPENSATION AND EXPENSES. The Trustee shall be entitled to
reasonable compensation for its services, as agreed to between the Company and
the Trustee from time to time in writing and to reimbursement of all reasonable
expenses incurred by the Trustee in the administration of the Trust and Plan.
The Trustee is authorized to pay from the Trust Fund all expenses reasonably
incurred by the Trustee, to the extent such fees and expenses are for the
ordinary and necessary administration and operation of the Trust, including its
compensation, compensation to any agents employed by the Trustee and any
accounting and legal expenses, to the extent they are not paid directly by the
Company or Employers. If the Trustee cannot pay from the Trust Fund expenses
reasonably incurred based upon the advise of legal counsel, the Employer shall
pay such expenses. Any fee or expense paid directly or indirectly, by the
Employer is not an Employer contribution to the Trust, provided the fee or
expense relates to the ordinary and necessary administration of the Trust.

     SEC. 2.07. CONTINUATION OF POWERS UPON THE TRUST TERMINATION.
Notwithstanding anything to the contrary in this Agreement, upon termination of
the Trust, the powers, rights and duties of the Trustee hereunder shall continue
until all Trust Assets have been liquidated and distributed out of the Trust.

     SEC. 2.08. BOND. The Trustee shall be required to provide bond pursuant to
Section 12.17 of the Plan for the faithful performance of its duties under the
Trust and Plan, unless otherwise permitted by ERISA. ----

     SEC. 2.09. TRUSTEE DIRECTIONS. All decisions, determinations, directions,
interpretations, and applications (collectively referred to as "determination")
of the Plan and Trust by the Trustee shall be final and binding upon all
persons, including (but not limited to) the Company, ESOP Committee, and all
Participants and Beneficiaries unless such determination is in violation of
ERISA


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<PAGE>

 or any federal or state laws or the ESOP Committee has the authority to
make such determination and directs or overrides the Trustee's decision provided
the ESOP Committee's determination does not cause the Trustee to violate ERISA
or any federal or state laws.

     SEC. 2.10. INSURANCE PROCEEDS. The Trustee will allocate any insurance
proceeds received from the purchase of insurance contracts to Participants'
Accounts in the same manner as the allocation under Section 3.04 of the Plan of
the Employer contribution for the Plan Year in which the death of the insured
Participant occurs.


                                   ARTICLE III
                 PROVISIONS RELATED TO INVESTMENT OF TRUST FUND

     SEC. 3.01. INVESTMENT OF TRUST FUND. Any cash received by the Trustee as
Employer contributions or as Income of the Trust Fund attributable to the
Unallocated Employer Securities Account or Unallocated General Investment
Account which is not applied to pay the Current Obligations of the Trust, if
any, shall be either held in the Unallocated General Investments Account, or be
invested at the direction of the ESOP Committee, or shall be applied to the
payment of Non-current Obligations or General Obligations of the Trust. All cash
received by the Trustee as income attributable to Participant Employer
Securities Accounts and Participant General Investments Accounts shall be
invested as soon as practicable after receipt by the Trustee. In making payments
in respect of Current Obligations, Non-current Obligations, or General
Obligations of the Trust, the Trustee shall utilize income and Employer
contributions as is specified in Article III of the Plan, namely, that income
shall be first used to pay interest payments. The Trustee is authorized to
purchase Employer Securities with the Trust Assets held in the Participant's
General Investments Accounts and the Unallocated General Investments Account.
The Trustee is further authorized to purchase Employer Securities in the public
market place, directly from the Company or any shareholder and the Employer
Securities may be outstanding, newly issued or treasury stock. Whenever
investment in Employer Securities of amounts held in the Trust Fund is required
or permitted hereunder, such investment may be accomplished, at the discretion
of the Trustee, by a sale within the Trust. Specifically, the Employer
Securities Accounts of Participants, Former Participants, Alternate Payees, and
Beneficiaries who have become entitled to cash distributions hereunder may be
liquidated by an exchange for assets held in other Accounts of the Plan. All
purchases or exchanges of Employer Securities shall be for no more than
"adequate consideration," as defined in Section 3(18) of ERISA. If there is no
generally recognized market for Employer Securities, "adequate consideration"
shall mean the fair market value of such Employer Securities, determined in good
faith by the Trustee. Pending such investment or application of cash, the
Trustee may invest the cash in accordance with Article II hereof or may retain
cash uninvested without liability for interest if it is prudent to act in such a
manner.

     At the discretion of the ESOP Committee, the Trustee shall convert a
Participant's Employer Securities Account (in whole or in part) into cash in the
Plan Year following the close of the Plan Year in which the Participant
separates from service for any reason; provided at such time the Trustee has
cash in the Plan to convert (in whole or in part) the Participant's Employer
Securities Account. For purposes of the conversion described in this paragraph,
the Trustee shall determine


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the value of the Participant's Employer Securities Account either as of the
end of the Plan Year in which the Participant separates from service or as of a
more recent valuation, if any. The Trustee shall invest such amounts converted
into cash in a diversified manner as required herein.

     SEC. 3.02. STOCK SPLITS AND OTHER CAPITAL REORGANIZATION DIVIDENDS. Any
Employer Securities received by the Trustee as a stock split or as a result of a
reorganization or other recapitalization of the Company (collectively referred
to as "stock split") shall be allocated in accordance with the terms of the Plan
as of each Accounting Date under the Plan. If the Plan does not address the
allocation of a stock split, the Trustee shall allocate the stock split in
proportion to the Employer Securities to which they are attributable. Cash or
stock in kind dividends received by the Trustee shall be reinvested in
accordance with the terms of the Plan.

     SEC. 3.03. VOTING OF SHARES AND TENDER OR EXCHANGE OFFERS. Employer
Securities held in the Trust Fund shall be voted, tendered and exchanged by the
Trustee in the manner set forth in Section 8.11 of the Plan and consistent with
its duties described in Section 2.03 herein.

     SEC. 3.04. DISTRIBUTION OF TRUST FUND. The Trustee shall make all
distributions in accordance with Article VI of the Plan and Section 12.25 of the
Plan.

     SEC. 3.05. PUT OPTION. If the Employer Securities held within the Trust are
not Publicly Traded, as such term is defined in Section 1.63 of the Plan and if
the distribution of a Participant's Employer Securities Account is to be made in
cash, or a distribution pursuant to Section 12.25 of the Plan or the Trustee
expects to incur substantial Trust expenses which will not be paid directly by
the Employer, and the Trustee determines that the Trust Fund has insufficient
cash to make anticipated distributions or pay Trust expenses, the Trustee shall
have a "put option" on Employer Securities it holds to the Company to the extent
the Trustee receives written direction from the ESOP Committee pursuant to
Section 10.08 of the Plan for the purpose of making such anticipated
distributions and paying such expenses. The Company will use its best efforts to
ensure that the Company will purchase the Employer Securities for an amount that
is not less than "adequate consideration" as that term is defined in ERISA
Section 3(18), and the overall transaction is fair to the Plan from a financial
point of view.

                                   ARTICLE IV
                             VALUATION OF TRUST FUND

     The Trustee shall value the Trust Fund in accordance with Section 12.20 of
the Plan.

                                    ARTICLE V
                            NO REVERSION TO EMPLOYER

     No part of the corpus or income of the Trust Fund shall revert to any
Employer or be used for, or diverted to, purposes other than for the exclusive
benefit of Participants and other persons entitled to benefits under the Plan,
provided, however, that:


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          (a) Each Employer's contribution under the Plan is conditioned on the
     initial qualification of the Plan as applied to that Employer under
     Sections 401(a) and 4975(e)(7) of the Code and if the Plan does not so
     initially qualify, the Trustee shall, upon written direction of the ESOP
     Committee, return to that Employer the amount of such contribution and any
     increment thereon within one calendar year after the date that
     qualification of the Plan, as applied to that Employer, is denied, but only
     if the application for qualification is submitted within the time
     prescribed by law.

          (b) If, upon termination of the Plan with respect to any Employer, any
     amounts are held in a Code Section 415 Suspense Account which are
     attributable to the contributions of such Employer and such amounts may not
     be credited to the Accounts of Participants, such amounts, upon the written
     direction of the ESOP Committee, will be returned to that Employer as soon
     as practicable after the termination of the Plan with respect to that
     Employer to the extent permitted by the Code and ERISA.

          (c) Employer contributions under the Plan are conditioned upon the
     deductibility thereof under Section 404 of the Code, and, to the extent any
     such deduction of an Employer is disallowed, the Trustee shall, upon the
     written direction of the ESOP Committee, return the amount of the
     contribution (to the extent disallowed), reduced by the amount of any
     losses thereon, to the Employer within one year after the date the
     deduction is disallowed.

          (d) If a contribution or any portion thereof is made by an Employer by
     a mistake of fact, the Trustee shall, upon written direction of the ESOP
     Committee, return the amount of the contribution or such portion, reduced
     by the amount of any losses thereon, to the Employer within one year after
     the date of payment to the Trustee.

Notwithstanding the foregoing, the Trustee has no responsibility as to the
sufficiency of the Trust Fund to provide any distribution to an Employer under
this Article V.

                                   ARTICLE VI
                                CHANGE OF TRUSTEE

          SEC. 6.01. RESIGNATION OF THE TRUSTEE. The Trustee may resign its
     position at any time by giving thirty (30) days' advance written notice to
     the Company and the ESOP Committee. If the Company fails to appoint a
     successor trustee within ninety (90) days of its receipt of the Trustee's
     written notice of resignation, the Trustee will treat the Board of
     Directors of the Company as having been appointed as Trustee and as having
     their acceptance of the appointment as Trustee with the
     former Trustee.

          SEC. 6.02. REMOVAL OF THE TRUSTEE. The Company may remove the Trustee
     by hand delivering or by mailing by registered or certified mail, addressed
     to such Trustee at his or her or its last known address, at least thirty
     (30) days' advance written notice of removal, subject to providing the
     removed Trustee with satisfactory written evidence of the appointment of a
     successor Trustee and of the successor Trustee's acceptance of the
     trusteeship. If two or more persons hold the position of Trustee, in the
     event of the removal of one such person, during any period the selection


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     of a replacement is pending, or during any period such person is
     unable to serve for any reason, the remaining person or persons will act as
     the Trustee.

          SEC. 6.03. DUTIES OF RESIGNING OR REMOVED TRUSTEE AND OF SUCCESSOR
     TRUSTEE. If the Trustee resigns or is removed, it shall promptly transfer
     and deliver the assets of the Trust Fund to the successor Trustee, and may
     reserve such amount to provide for the payment of all fees and expenses, or
     taxes then or thereafter chargeable against the Trust Fund, to the extent
     not previously paid by the Employers. The Employers shall be obligated to
     reimburse the Trust for any amount reserved by the Trustee. Within one
     hundred twenty (120) days, the resigned or removed Trustee shall furnish to
     the Company and the successor Trustee an account of its administration of
     the Trust from the date of its last account. Each successor Trustee shall
     succeed to the title to the Trust Fund vested in the predecessor Trustee
     without the signing or filing of any further instrument, but any resigning
     or removed Trustee shall execute all documents and do all acts necessary to
     vest such title or record in any successor Trustee. Each successor Trustee
     shall have all the powers, rights and duties conferred by this Trust as if
     originally named Trustee. No successor Trustee shall be personally liable
     for any act or failure to act of a predecessor Trustee, except as required
     by ERISA. With the approval of the Company and ESOP Committee, a successor
     Trustee may accept the account rendered and the property delivered to it by
     its predecessor Trustee as a full and complete discharge to the predecessor
     Trustee without incurring any liability or responsibility for so doing.

          SEC. 6.04. FILLING TRUSTEE VACANCY. The Company shall fill a vacancy
     in the office of Trustee as soon as practicable by a writing filed with the
     person or entity appointed to fill the vacancy. -----------------------

                                   ARTICLE VII
                              ADDITIONAL EMPLOYERS

         In addition to the requirements of Sections 1.43 and 12.14 of the Plan,
any Related Employer (as defined in Section 1.27 of the Plan) may become a party
to this Trust Agreement by:

          (a) filing with the Company and the Trustee a copy of a resolution of
     its board of directors to that effect; and

          (b) filing with the Trustee a copy of a resolution of the Board of
     Directors of the Company consenting to such action.


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                                  ARTICLE VIII
                            AMENDMENT AND TERMINATION

          SEC. 8.01. AMENDMENT. While the Company expects and intends to
     continue the Trust, the Company reserves the right to amend the Trust at
     any time pursuant to an action of the Board of Directors of the Company,
     except that no amendment shall change the rights, duties and liabilities of
     the Trustee under the Trust without its prior written agreement, nor reduce
     a Participant's benefits to less than the amount such Participant would be
     entitled to receive if such Participant had resigned from the employ of the
     Employer on the date of the amendment unless otherwise required or
     permitted by the Code or ERISA. Amendments to the Trust shall be in writing
     and shall be effective upon execution of such amendments by both the
     Company and the Trustee unless otherwise agreed.

          SEC. 8.02. TERMINATION. The Trust may be terminated as to all
     Employees on any date specified by the Company. The Trust will terminate as
     to any Employer on the first to occur of the following: -----------

                    (a) the date it is terminated by that Employer;

                    (b) the date such Employer's contributions, or contributions
               on its behalf to the Trust, are completely discontinued;

                    (c) the date such Employer is judicially declared bankrupt
               under Chapter 7 of the U.S. Bankruptcy Code; or

                    (d) the dissolution, merger, consolidation, or
               reorganization of that Employer, or the sale by that Employer of
               all or substantially all of its assets, except that, with the
               consent of the Company, such arrangements may be made whereby the
               Trust will be continued by any successor to that Employer or any
               purchaser of all or substantially all of that Employer's assets,
               in which case the successor or purchaser will be substituted for
               that Employer under the Trust.

The Trustee's powers upon termination as described above will continue until
liquidation of the Trust Fund, or the portion thereof attributable to an
Employer, as the case may be. Upon termination of this Trust the Trustee shall
first reserve such reasonable amounts as it may deem necessary to provide for
the payment of any expenses or fees then or thereafter chargeable to the Trust
Fund. Subject to such reserve, the balance of the Trust Fund shall be liquidated
and distributed by the Trustee to or for the benefit of the Participants or
their Beneficiaries, as directed by the ESOP Committee after compliance with
Section 13.06 of the Plan and applicable requirements of ERISA, as amended from
time to time, or other applicable law, accompanied by a certification that the
disposition is in accordance with the terms of the Plan and the Trustee need not
question the propriety of such certification. The Company shall have full
responsibility to see that such distribution is proper and within the terms of
the Plan and this Trust. Any Employer Securities remaining subject to pledge
will be used to repay the Exempt Loan but only to the extent permitted under
ERISA and the Code.


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                                   ARTICLE IX
               INDEMNIFICATION, APPOINTMENT OF INVESTMENT MANAGER,
                      AND APPOINTMENT OF ANCILLARY TRUSTEE

     SEC. 9.01. INDEMNIFICATION. The Company shall indemnify and save harmless
the Trustee from and against any and all loss resulting from liability to which
the Trustee may be subjected by reason of any act or conduct (except willful
misconduct or gross negligence) in its official capacity in the administration
of the Trust and Plan, including all court costs and other expenses reasonably
incurred in the Trustee's defense, in case the Company fails to provide such
defense. The indemnification provisions of this Section 9.01 do not relieve the
Trustee from any liability he or she or it may have under ERISA for breach of a
fiduciary duty. The indemnification provisions of this Section 9.01 do not
relieve the Trustee from any liability, to the extent that a court of competent
jurisdiction from which no appeal can be taken, enters a final judgment that the
actions or omissions were the result of gross negligence or willful misconduct
unless done with the knowledge and consent or at the direction of Board of
Directors. The Trustee and the Company may execute a letter agreement further
delineating the indemnification agreement of this Section 9.01, provided the
letter agreement is consistent with and does not violate ERISA and Texas law.

     SEC. 9.02. LIMITATION ON LIABILITY - IF INVESTMENT MANAGER, ANCILLARY
TRUSTEE OR INDEPENDENT FIDUCIARY APPOINTED. The Trustee is neither liable for
the acts nor omissions of any Investment Manager appointed by the ESOP
Committee, nor is the Trustee under any obligation to invest or otherwise manage
any asset of the Trust Fund which is subject to the management of a properly
appointed Investment Manager. The ESOP Committee, the Trustee, the Company and
any properly appointed Investment Manager may execute a letter agreement as a
part of this Trust delineating the duties, responsibilities and liabilities of
the Investment Manager with respect to any part of the Trust Fund under the
control of the Investment Manager.

     The limitation on liability described in this Section 9.02 also applies to
the acts or omissions of an ancillary trustee or independent fiduciary properly
appointed under Section 9.03 hereof. However, if a Trustee, pursuant to the
delegation described in Section 9.03 of the Trust, appoints an ancillary
trustee, the Trustee is responsible for the periodic review of the ancillary
trustee's actions and must exercise its delegated authority in accordance with
the terms of the Trust and in a manner consistent with ERISA. The Company, the
Trustee and an ancillary trustee may execute a letter agreement as a part of
this Trust delineating any indemnification agreement between the parties.

     SEC. 9.03. APPOINTMENT OF INVESTMENT MANAGER OR ANCILLARY TRUSTEE. The
Company, in writing, may appoint any person or trust company in any State to act
as an Investment Manager or ancillary trustee with respect to a designated
portion of the Trust Fund. An Investment Manager or ancillary trustee must
acknowledge in writing its acceptance of the terms and conditions of its
appointment as Investment Manager or ancillary trustee and its fiduciary status
under ERISA. The Investment Manager or ancillary trustee has the rights, powers,
duties, and discretion as the Company may delegate, subject to any limitations
or directions specified in the instrument evidencing appointment of the
Investment Manager or ancillary trustee and to the terms of the Trust or of
ERISA. The investment powers delegated to the Investment Manager or ancillary
trustee may include any investment powers available under Section 2.04 of the
Trust including the right to invest


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any portion of the assets of the Trust Fund in Employer Securities and to
invest any portion of the assets of the Trust Fund in a common trust fund, as
described in Code Section 584, or in any collective investment fund, the
provisions of which govern the investment of such assets and which the Trust
incorporates by this reference, but only if the ancillary trustee is a bank or
similar financial institution supervised by the United States or by a State and
the ancillary trustee (or its affiliate, as defined in Code Section 1504)
maintains the common trust fund or collective investment fund exclusively for
the collective investment of money contributed by the ancillary trustee (or its
affiliate) in a trustee capacity and which conforms to the rules of the
Comptroller of the Currency.

     The Investment Manager or ancillary trustee may resign its position at any
time by providing at least thirty (30) days' advance written notice to the
Company, unless the Company waives this notice requirement. The Company, in
writing, may remove an Investment Manager or ancillary trustee at any time. In
the event of resignation or removal, the Company may appoint another Investment
Manager or ancillary trustee, return the assets to the control and management of
the Trustee, or receive such assets in the capacity of Investment Manager or
ancillary trustee. The Company may delegate its responsibilities under this
Section 9.03 to the Trustee.

     If the U.S. Department of Labor ("the Department") requires engagement of
an independent fiduciary to have control or management of all or a portion of
the Trust Fund, the Company will appoint such independent fiduciary, as directed
by the Department. The independent fiduciary will have the duties,
responsibilities, and powers prescribed by the Department and will exercise
those duties, responsibilities, and powers in accordance with the terms,
restrictions, and conditions established by the Department and, to the extent
not inconsistent with ERISA, the terms of the Plan. The independent fiduciary
must accept its appointment in writing and must acknowledge its status as a
fiduciary of the Plan.

     SEC. 9.04. PARTIES TO LITIGATION. Except as otherwise provided by ERISA, no
Participant or Beneficiary is a necessary party or is required to receive notice
of process in any court proceeding involving the Plan, the Trust, the Trust Fund
or any fiduciary of the Plan. Any final judgment entered in any proceeding will
be conclusive upon the Company, the Employer, the Plan Administrator, the ESOP
Committee, the Trustee, Participants and Beneficiaries.

                                    ARTICLE X
                                  MISCELLANEOUS

     SEC. 10.01. DISAGREEMENT AS TO ACTS. If there is a disagreement between the
Trustee and anyone as to any act or transaction reported in any accounting, the
Trustee shall have the right to have its own account settled by a court of
competent jurisdiction.

     SEC. 10.02. PERSONS DEALING WITH TRUSTEE. No person dealing with the
Trustee shall be required to see to the application of any money paid or
property delivered to the Trustee, or to determine whether or not the Trustee is
acting pursuant to any authority granted to it under the Trust or the Plan.


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     SEC. 10.03. THIRD PARTY AND MULTIPLE TRUSTEES. No person dealing with the
Trustee is obligated to see to the proper application of any money paid or
property delivered to the Trustee, or to inquire whether the Trustee has acted
pursuant to any of the terms of the Trust and Plan. Each person dealing with the
Trustee may act upon any notice, request or representation in writing by the
Trustee, or by the Trustee's duly authorized agent, and is not liable to any
person in so acting. The certificate of the Trustee that it is acting in
accordance with the Trust and Plan will be conclusive in favor of any person
relying on the certificate. If more than two persons act as Trustee, a decision
of the majority of such persons controls with respect to any decision regarding
the administration or investment of the Trust Fund, or any portion of the Trust
Fund with respect to which such persons act as Trustee. However, the signature
of only one Trustee is necessary to effect any transaction on behalf of the
Trust.

     SEC. 10.04. BENEFITS MAY NOT BE ASSIGNED OR ALIENATED. The interests of
Participants, Beneficiaries and other persons entitled to benefits under the
Trust and Plan are not subject to the claims of their creditors and may not be
voluntarily or involuntarily assigned, alienated or encumbered, except to the
extent that the ESOP Committee, pursuant to Section 6.06 of the Plan, directs
the Trustee that any such interests are subject to a qualified domestic
relations order, as defined in Section 414(p) of the Code.

     SEC. 10.05. EVIDENCE. Evidence required of anyone under the Trust may be by
certificate, affidavit, document or other instrument which the person acting in
reliance thereon considers pertinent and reliable, and signed, made or presented
by the proper party.

     SEC. 10.06. WAIVER OF NOTICE. Any notice required under the Trust or Plan
may be waived in writing by the person entitled thereto.

     SEC. 10.07. COUNTERPARTS. The Trust may be executed in any number of
counterparts, each of which shall be deemed an original and no other
counterparts need be produced.

     SEC. 10.08. GOVERNING LAWS AND SEVERABILITY. The Trust shall be construed
and administered according to the laws of the State of Texas to the extent that
such laws are not preempted by the laws of the United States of America. If any
provision of the Trust or Plan is held illegal or invalid, the illegality or
invalidity shall not affect the remaining provisions of the Trust and Plan, but
shall be severable, and the Trust and Plan shall be construed and enforced as if
the illegal or invalid provision had never been inserted herein.

     SEC. 10.09. SUCCESSORS. The Trust shall be binding on the Company, Employer
and any successor thereto by virtue of any merger, sale, dissolution,
consolidation or reorganization, on the Trustee and its successor and on all
persons entitled to benefits under the Plan and their respective heirs and legal
representatives.

     SEC. 10.10. ACTION. Any action required or permitted to be taken by the
Company under the Trust shall be by resolution of its Board of Directors or by a
person or persons authorized by resolution of its Board of Directors. The
Trustee shall not recognize or take notice of any appointment of any
representative of the Company or ESOP Committee unless and until the


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Company or the ESOP Committee shall have notified the Trustee in writing of such
appointment and the extent of such representative's authority. The Trustee may
assume that such appointment and authority continue in effect until it receives
written notice to the contrary from the Company or ESOP Committee. Any action
taken or omitted to be taken by the Trustee by authority of any representative
of the Company or ESOP Committee within the scope of his or her authority shall
be as effective for all purposes hereof as if such action or nonaction had been
authorized by the Company or ESOP Committee.

     SEC. 10.11. CONFORMANCE WITH PLAN. Unless otherwise indicated in the Trust,
all capitalized terms herein shall have the meaning as stated in the Plan. To
the extent provisions of the Plan and the Trust conflict, the provisions of the
Plan shall govern; provided, however, that the Trustee's duties and obligations
shall be determined solely under the Trust.

     SEC. 10.12. HEADINGS. The headings and sections of this Agreement are for
convenience or reference only and shall have no substantive effect on the
provisions of this Agreement.

     IN WITNESS WHEREOF, the Company, by its duly authorized officer, and
Trustee have caused this Trust Agreement to be signed on the _____ day of
November, 1998, to be effective the 1st day of January, 1998, or otherwise set
forth herein or required under applicable law.

                                    "COMPANY"

                                    VARI-LITE INTERNATIONAL, INC.


                                    By:
                                       ----------------------------------------
                                        H.R. Brutsche, III, President


                                    "TRUSTEE"

                                    FROST NATIONAL BANK


                                    By:
                                       ----------------------------------------
                                         Carol Lampier, Sr. Vice President and 
                                         Trust Officer



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