**Exhibit 10.82**

** **

**ASSIGNMENT AND ASSUMPTION AGREEMENT**

**OF SPLIT-DOLLAR LIFE INSURANCE**

 

This Assignment and Assumption Agreement ofSplit-Dollar Life Insurance, dated as of June 30, 2002, is by and betweenVari-Lite International, Inc. (the “Company”), James Howard Cullum Clark (the“Owner”), and James H. Clark, Jr. (the “Director”).

 

# W I T N E S S E T H:

 

WHEREAS, the Company (formerly known asVari-Lite Holdings, Inc.), the Owner, and the Director entered into thatcertain Split-Dollar Life Insurance Agreement, dated as of October 12, 1995(the “Split-Dollar Agreement”); and

 

WHEREAS, the Owner is the owner of thatcertain Modified Premium Whole Life Insurance Policy, Policy Number 67127330(the “Policy”), issued by John Hancock Mutual Life Insurance Company (the“Insurer”) to Director, acquired pursuant to the terms of the Split-DollarAgreement; and

 

WHEREAS, the Policy is assigned to theCompany pursuant to that certain Assignment of Life Insurance Policy asCollateral, dated October 12, 1995 by and between the Company and the Owner(the “Collateral Assignment”) as security for the repayment of the amountswhich the Company made on the premiums due on the Policy on behalf of theOwner; and

 

WHEREAS, the Company has suffered a declinein its financial performance and management and the Board of Directors of theCompany have reviewed and made recommendations for reducing expenses of theCompany in order to improve the Company’s financial performance; and

 

WHEREAS, the Compensation Committee of theBoard of Directors of the Company (the “Compensation Committee”) has determinedthat it is in the best financial interest of the Company to assign all of theCompany’s rights, obligations, duties and liabilities under the Split-DollarAgreement accruing after the date hereof to the Director; and

 

WHEREAS, the Director is a significantstockholder of the Company and agrees that it is in the best financial interestof the Company to assume all of the Company’s rights, obligations, duties andliabilities accruing after the date hereof under the Split-Dollar Agreement;

 

NOW, THEREFORE, in consideration of theforegoing and other good and valuable consideration, the receipt andsufficiency of which are hereby acknowledged, the parties hereto, intending tobe legally bound, hereby covenant and agree as follows:

 

# 1.                                       Assignment.  The Company hereby assigns, transfers andconveys to Director the Split-Dollar Agreement and all of the Company’s rights,title and interest in, under and to the Split-Dollar Agreement.

 

# 2.                                       Assumption.  The Director hereby accepts the assignmentof the Split-Dollar Agreement and assumes and agrees to perform, discharge andsatisfy all of the Company’s 

 

# 

#  

# obligations, duties and liabilities accruingunder the Split-Dollar Agreement, including, but not limited to, the obligationto pay to the Insurer the annual premium for the Policy (it being understoodthat Director shall not have any obligation to perform, discharge or satisfyany obligations, duties or liabilities of the Company arising or accruing on orbefore the date of this Assignment).

 

# 3.                                       Terminationof Collateral Assignment.  TheCollateral Assignment is hereby released and shall be of no further force oreffect.

 

# 4.                                       FurtherAssurance.  The Company and Directorhereby agree to execute any and all further documents and to take any and allfurther actions as either of them may reasonably request in order to effectuatefully the provisions of this Agreement.

 

# 5.                                       EntireAgreement.  This Agreementrepresents the entire agreement between the Company and Director concerning thesubject matter hereof and supersedes all prior agreements or understandings,written or oral, with respect thereto.

 

# 6.                                       ApplicableLaw.  This Agreement shall begoverned by and construed in accordance with the laws of the State of Texas.  The parties acknowledge and agree that thisAgreement and the obligations and undertakings of the parties hereunder will beperformable in Dallas, Dallas County, Texas.

 

# 7.                                       Counterparts.  This Agreement may be executed incounterparts, each of which shall constitute an original, but all of whichshall constitute one agreement.

 

IN WITNESS WHEREOF, the parties hereto haveexecuted this Agreement as of the date first above written.

 

 
|   | VARI-LITE  INTERNATIONAL, INC. |
|--------|--------------------------------|
|   |                           |
|   |                           |
|   | By:                            |   |
|   |                           | T. Clay  Powers, President |
|   |                           |
|   |                           |
|   | James Howard  Cullum Clark     |
|   |                           |
|   |                           |
|   | James H.  Clark, Jr.           |

 

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**Split-Dollar Life Insurance Agreement**

 
| Insurer:         |   | John Hancock  Mutual Life Insurance Company                           |
|------------------|--------|-----------------------------------------------------------------------|
|             |   |                                                                  |
| Policy:          |   | Modified  Premium Whole Life Insurance Policy, Policy Number 67127330 |
|             |   |                                                                  |
| Insured:         |   | James H.  Clark, Jr.                                                  |
|             |   |                                                                  |
| Owner:           |   | James Howard  Cullum Clark                                            |
|             |   |                                                                  |
| Employer:        |   | Vari-Lite  International, Inc. (formerly Vari-Lite Holdings, Inc.)    |
|             |   |                                                                  |
| Effective  Date: |   | October 12,  1995                                                     |

 

This Assignment and Assumption Agreement of Split-Dollar Life Insurancewas recorded by Insurer on                       ,2002.

 
|   | JOHN HANCOCK  MUTUAL LIFE |
|--------|---------------------------|
|   | INSURANCE  COMPANY        |
|   |                      |
|   |                      |
|   | By:                       |   |
|   | Name:                     |   |
|   | Title:                    |   |
|        |                           |  |  |  |

 

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