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                                 AMENDMENT NO. 1
                   TO THE DEFERRED COMPENSATION AGREEMENT BETWEEN
                  VARI-LITE INTERNATIONAL, INC. AND JOHN D. MAXSON


     This Amendment No. 1, effective as of November 2, 1998, is by and
between Vari-Lite International, Inc. (the "Company") and John D. Maxson (the
"Director").

                            W I T N E S S E T H:

     WHEREAS, Vari-Lite Holdings, Inc. and the Director entered into a
Deferred Compensation Agreement (the "Agreement") dated July 1, 1995; and

     WHEREAS, Vari-Lite Holdings, Inc. changed its name effective December
27, 1995 to Vari-Lite International, Inc.; and

     WHEREAS, the Company has recently suffered a decline in its financial
performance and management and the Board of Directors of the Company have
reviewed and determined proposals for reducing expenses of the Company in
order to improve the Company's financial performance; and

     WHEREAS, the Compensation Committee of the Board of Directors of the
Company (the "Compensation Committee") has determined that it is in the best
financial interest of the Company to amend the Agreement effective November
2, 1998 to reduce the monthly payments payable thereunder after December 31,
1998 to one-half of the current monthly payment amount and to extend the
payment period thereunder to December 31, 2003; and

     WHEREAS, the Director is a significant stockholder of the Company and
agrees that it is in the best financial interest of the Company to consent to
the amendment to his Agreement proposed by the Compensation Committee;

     NOW, THEREFORE, in consideration of the foregoing, the Agreement is
hereby amended as follows:

     Section 1 of the Agreement is hereby amended to read as follows:

     1.   DEFERRED COMPENSATION AGREEMENT.  The Company agrees to pay an
          annual amount that is payable in equal monthly installments in the
          amounts specified in subsections (a) and (b) below on the first day
          of each month (the "Deferred Compensation Payments") to the Director
          (or if the Director dies, to his beneficiary as provided in Section
          4(a) of the Agreement) during the Term (as hereinafter defined).

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          (a)  ANNUAL AMOUNT PRIOR TO JANUARY 1, 1999.  The Company agrees to
               pay an annual amount of $167,000 payable in equal monthly
               installments on the first day of each month during the Term
               until December 31, 1998.

          (b)  ANNUAL AMOUNT AFTER DECEMBER 31, 1998.  The Company agrees to
               pay an annual amount of $83,500 payable in equal monthly
               installments on the first day of each month commencing after
               December 31, 1998 until the end of the Term.

          If the financial performance of the Company improves, as determined
          by the Compensation Committee in its sole and absolute discretion, 
          the Compensation Committee, in its sole and absolute discretion, may
          determine to restore the annual amount payable to the Director
          under subsection (b) above to the original annual amount of $167,000.

     Section 2 of the Agreement is hereby amended to read as follows:

          2. TERM.  The Director (or his beneficiary in the case of his
     death) will be entitled to the Deferred Compensation Payments (in the
     amount determined pursuant to Section 1) for the period commencing on
     July 1, 1995 and ending December 31, 2003 (the "Term"), unless such
     payments terminate as the result of one of the terminating events set
     forth in Section 3 of this Agreement.

     IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 1
to the Agreement as of this 2nd day of November, 1998.


                                       COMPANY:


                                       VARI-LITE INTERNATIONAL, INC.

                                       By: /s/ Mike Herman
                                          -----------------------------------
                                               Michael P. Herman
                                               Vice President - Finance


                                       DIRECTOR:

                                       /s/ John D. Maxson
                                       --------------------------------------
                                       John D. Maxson




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