Exhibit 10.89

* Confidential treatment has been requested for certain portions of this Agreement pursuant to a request for confidential treatment sent to the Securities and
Exchange Commission. Such portions are omitted from this filing and have been filed separately with the Securities and Exchange Commission.

SUPPLY AGREEMENT

This Supply Agreement, dated as of 5:00 p.m. (Dallas, Texas time) on November 18, 2002, is by and between Genlyte Thomas Group LLC, a Delaware
limited liability company ("GTG"), acting through its Genlyte Controls Division, and VLPS Lighting Services, Inc., a Delaware corporation formerly known as Vari-Lite, Inc.
("VLPS").

WITNESSETH:

WHEREAS, VLPS desires to purchase from GTG certain lighting and lighting control products; and

WHEREAS,
GTG desires to sell certain lighting and lighting control products to VLPS upon the terms and conditions set forth in this Supply Agreement;

NOW,
THEREFORE, in consideration of the premises and the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto hereby agree as follows:

1.Definitions.The following terms when initially capitalized in this Supply Agreement shall have, unless the
context requires otherwise, the following meanings:



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2.Agreement to Supply Products.



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3.Purchase Prices.



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4.Rebate Rights.Seller shall pay to Buyer (but not to Controlled Subsidiaries of Buyer's Parent Entity unless
otherwise directed to do so by Buyer) rebates based on the Paid Purchases of Products (reduced by the amount of Paid Purchases of Products whether during or prior to the applicable period, to the
extent of the Products which are or have been sold in such a manner as to constitute an Excluded Sale(s)), as provided in Annex I hereto, subject only to the express limitations and conditions in this
Supply Agreement and said Annex I. Buyer shall pay to Seller any and all amounts required by Annex I hereto.

5.Exclusive Rights.During the Term, Seller will (a) not sell or deliver Products or Exact Copies into
the Exclusive Territory, if any, except at the request of Buyer, (b) not knowingly sell or deliver Products or Exact Copies to any Person other than Buyer without the prior consent of Buyer if
and to the extent Seller knows such Person is attempting to buy or obtain possession of such Products or Exact Copies for the purpose of selling or delivering them into the Exclusive Territory, and
(c) include a legend in form and substance reasonably necessary to reflect that Seller reserves the right not to make future sales to any Person who buys or otherwise accepts delivery of
Products for the purpose of selling or delivering them into the Exclusive Territory (although Seller shall have no obligation to refrain from making such future sales to such Person) and stating that
the sale or delivery of the Products into the Exclusive Territory will void any product warranty (although such provision shall not preclude Seller, in
its discretion, from providing warranty services or remedies as long as Seller does not maintain a physical presence (other than with respect to people and items used by them for servicing Products)
in the Exclusive Territory, if any) in the following form documents with respect to Products, whether maintained in hard copy or electronic format, if and when maintained by Seller: written or
electronic form dealer or distributor agreements, written or electronic form terms and conditions, written or electronic form warranty cards, and written or electronic form quote documents (with all
such agreements, terms and conditions, warranty cards and quotes being considered a "written or electronic form" or "form documents" only if they are a form generally used by Seller to appoint dealers
and distributors, specify terms and conditions, notify customers of warranties or provide quotes for Products). For purposes of this Section 5 only, the term "Products" shall be deemed to
include any product that would be a Product but for the fact it is not new.

6.Appointment as Service Center; Indemnification.



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7.Withdrawal Rights of Products and Division Products.If, during the Term, Seller should desire to withdraw
any Product or Division Product from its product line offering, Seller shall use commercially reasonable efforts to give Buyer written notice at least ninety (90) days prior to the effective
date of such withdrawal and shall use commercially reasonable efforts to fill any Buyer orders for such withdrawn Product and/or Division Product placed prior to such effective date. Minor changes
which do not substantially affect the fit, form or function of the Product or Division Product shall not be deemed a "withdrawal" pursuant hereto, and Seller shall be entitled to make such minor
changes without prior notice to Buyer.

8.Provision of Parts.



9.Warranty; Limitation on Liability.



10.Export or Re-Export of Technical Information.The parties acknowledge that export or
re-export of technical data or any product that is produced as a result of the use of such technical data is subject to the requirement of a license under the U.S. Export Administration
Act of 1969, as amended, and its implementation regulations, as amended, and is possibly further regulated by the laws, rules and regulations of other countries and jurisdictions. Buyer will not
knowingly export or

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re-export technical data furnished by Seller or any of its Affiliates or any product that is produced as a result of the use of such technical data to any country or other area determined
by the United States of America or other applicable governmental authority to be a prohibited destination, unless Buyer has first obtained all necessary export licenses and satisfied all governmental
requirements so that such destination is no longer prohibited by applicable law or authority.

11.Right to Use "Vari-Lite" Trade Name in Japan.As long as the Exclusive Territory includes the
Japanese Market, Seller shall not object to the use in Japan by Buyer or its Affiliates of the trade name "Vari-Lite Japan". Seller shall not (a) for two (2) years from and
after the date hereof, object to the use by Buyer or its Affiliates of the trade name "Vari-Lite Asia", (b) from and after the date hereof, use the trade name "Vari-Lite
Asia" or (c) during the Term, use or authorize any other Person to use the trade name "Vari-Lite" or any other name confusingly similar thereto in Japan except as contemplated by
the immediately following sentence. Notwithstanding the foregoing, Seller may use the name "Vari-Lite" in connection with the labeling of and/or promotion of the Products in Japan and
elsewhere. At all times during and after the Term, any trademark rights or any benefits arising out of any usage of the trademark or trade name "Vari-Lite" or any confusingly similar
trademark shall inure to the sole benefit of GTG, the acknowledged owner of "Vari-Lite" trademark.

12.Term and Termination.



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13.Independent Contractors.This Supply Agreement does not make either Buyer or Seller the employee, agent or
legal representative of the other for any purpose whatsoever. Neither Buyer nor Seller is granted any right or authority to assume or to create any obligation or responsibility, express or implied, on
behalf or in the name of the other. In fulfilling its obligations or exercising its rights pursuant to this Supply Agreement each of Buyer and Seller shall be acting as an independent contractor. No
partnership or joint venture arrangement shall exist between the Buyer and Seller as a result of this Supply Agreement.

14.Confidentiality.



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15.Assignment.Subject to the terms of this Section 15, neither Buyer nor Seller shall have the right to
assign or take or permit any action to be taken which results in an Assignment or other transfer any of its rights or obligations under this Supply Agreement except with the prior written consent of
the other. Notwithstanding the foregoing, subject to the limitations hereafter provided (and subject to the impact on the Applicable Multiplier), upon prior or contemporaneous written notice to the
other party (a) Buyer shall be entitled (without such prior written consent) to assign any or all of its rights and obligations hereunder to any Controlled Subsidiary of its Parent Entity if
and only if

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Buyer and such assignee shall be (and document to Seller's reasonable satisfaction that they are) jointly and severally liable to Seller for the performance of all obligations to Seller hereunder,
(b) Buyer shall be entitled (without such prior written consent) to assign all of its rights and obligations under this Supply Agreement to a purchaser of all or substantially all of the
business and assets of Buyer or in connection with a sale of all of the capital stock of Buyer or a Change in Control of Buyer's Parent Entity if and only if the purchaser of such business and assets,
purchaser of such stock or Person succeeding the Buyer's Parent Entity as a result of such Change in Control is not a Prohibited Participant and becomes liable (in a document reasonably acceptable to
Seller) for the performance of all obligations to Seller hereunder (the assignee pursuant to the first assignment by Buyer pursuant to this clause (b) is referred to herein as the "First Time
Assignee"), (c) Seller shall be entitled (without such prior written consent) to assign any or all of its rights and obligations hereunder to any of its Affiliates if and only if Seller and
such assignee shall be (and document to Buyer's reasonable satisfaction that they are) jointly and severally liable to Buyer for the performance of all obligations to Buyer hereunder, and
(d) Seller shall be entitled (without such prior written consent) to assign all of its rights and/or obligations under this Supply Agreement to a purchaser of all or substantially all of the
business of Seller or in connection with a sale of all of the capital stock of Seller or a Change in Control of Seller if and only if the purchaser of such business and assets, purchaser of such stock
or Person succeeding Seller (or its successor) as a result of such Change in Control is not primarily engaged in the lighting products rental business and becomes liable (in a document reasonably
acceptable to Buyer) for the performance of all obligations to Buyer hereunder. Notwithstanding anything in this Supply Agreement to the contrary, unless Seller consents otherwise (which consent may
be granted or withheld by Seller in its sole discretion), the first and all subsequent assignees of the First Time Assignee and each subsequent assignee shall not be entitled to any payment pursuant
to Section 4 or Annex I to this Supply Agreement with respect to any Paid Purchases of Products in excess of the Permitted Amount. Any Assignment not expressly authorized by this
Section 15 is prohibited and shall be null and void.

16.Captions.Captions and section headings used herein are for convenience only and are not a part of this
Supply Agreement and shall not be used in construing this Supply Agreement.

17.Notices and Other Communications.Any notice required to be given pursuant to this Supply Agreement shall be
in writing, which may include telecopy or other electronic transmission reduced to written form. Notice given by telecopy or other electronic transmission shall be deemed to have been given and
received when sent. Notice by mail shall be deemed to have been given and received four calendar days after the day first deposited in the United States mail, certified mail, first class postage
prepaid, return receipt requested, and as addressed as shown below. Notices by overnight courier service shall be deemed to have been given and received the day after they are sent. All notices shall

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be to the following addresses, unless changed in writing pursuant to this Section 17 by the respective addressee:

If to Buyer:

VLPS Lighting Services, Inc.
201 Regal Row
Dallas, Texas 75247
Attn: H.R. Brutsché IIIwith a copy (which shall not constitute notice) to:Gardere Wynne Sewell LLP
3000 Thanksgiving Tower
1601 Elm Street
Dallas, Texas 75201
Attn: Alan J. Perkins
Telecopier: (214) 999-3683If to Seller:

Genlyte Controls Division
2413 Shiloh Road
Garland, Texas 75041
Attn: Steve Carsonwith a copy (which shall not constitute notice) to:Genlyte Thomas Group, LLC
10350 Ormsby Park Place
Suite 601
Louisville, Kentucky 40223
Attn: Dan Fuller


18.Entire Agreement.This Supply Agreement constitutes the full understanding of the parties, a complete
allocation of risks between them and a complete and exclusive statement of the terms and conditions of their agreement relating to the subject matter hereof and supersedes any and all prior
negotiations, understandings and agreements, whether written or oral, between the parties with respect thereto.

19.Amendments; Waivers.



20.Force Majeure.Any delays in or failure of performance of either party, other than delay in or failure to
make any payment required by this Supply Agreement or honor a claim for indemnification of a third-party claim, shall not constitute a default hereunder or give rise to any claims for damages if, to
the extent that, and for such period that such delays or failures of performance are caused by the following occurrences or circumstances (but only to the extent such occurrences or circumstances are
beyond the reasonable control of the party not in compliance): acts of God or the public enemy, expropriation or confiscation of facilities, compliance with any duly promulgated law, order or
regulation of any governmental authority, acts of war, rebellion or sabotage or damage

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resulting therefrom, fires, floods, explosion, riot, strikes, unavailability of any products or materials needed to manufacture any products, work stoppages, slow downs or other occurrences or
circumstances beyond the reasonable control of such party.

21.Governing Law; Venue.This Supply Agreement shall be governed by, and interpreted and construed in
accordance with, the laws of the State of Texas, without reference to the conflict of laws principles of any jurisdiction. The parties hereto hereby irrevocably and unconditionally submit to the
exclusive jurisdiction of the state and federal courts located in or having jurisdiction over the State of Texas, for any actions, suit or proceedings arising out of or relating to this Supply
Agreement and the transactions contemplated hereby (and the parties hereto agree not to commence any action, suit or proceeding relating thereto except in such courts), and further agree that service
of any process, summons, notice or document by United States registered mail to its address set forth above shall be effective service of process of any action, suit or proceeding brought against it
in any such court. The parties hereto hereby irrevocably and unconditionally waive any objection to the laying of venue of any action, suit or proceeding arising out of this Supply Agreement or the
transactions contemplated hereby in such state or federal courts as aforesaid and hereby further irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such
action, suit or proceeding brought in any such court has been brought in an inconvenient forum.

22.Dispute Resolution



23.Severability.If any provision of this Supply Agreement or the application thereof to any person, entity or
circumstance shall be held invalid or unenforceable to any extent, the remainder of this Supply Agreement and the application of such provision to such or other persons, entities or circumstances
shall not be affected thereby and shall be enforced to the greatest extent permitted by law. Furthermore, in lieu of such void or unenforceable clause(s), there shall be added automatically as a part
of this Supply Agreement a clause as similar in terms to such void or unenforceable clause(s) as may be possible, valid and enforceable.

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24.Counterparts; Interpretation.



25.Enforceability; No Third-Party Beneficiary.This Supply Agreement shall be enforceable by and against VLPS
and GTG and their respective expressly permitted successors and expressly permitted assignees. No person not a party hereto shall be a third-party beneficiary of this Supply Agreement.

[The signature page is the next following page.]

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This
Supply Agreement is executed and delivered by the parties hereto as of the date first set forth above.

| |  | GENLYTE THOMAS GROUP LLC    
| |  | ----------------------------
| |  | By:                         
| |  | VLPS LIGHTING SERVICES, INC.
| |  | By:                         

GUARANTY

The undersigned hereby guarantees the performance by VLPS Lighting Services, Inc., a Delaware corporation formerly known as
Vari-Lite, Inc., and each Controlled Subsidiary (as defined in this Supply Agreement) of the undersigned of each of their existing and future obligations under this Supply
Agreement, and agrees that the provisions of Sections 21 and 22 apply to this guarantee.

| |  | VARI-LITE INTERNATIONAL, INC.
| |  | -----------------------------
| |  | By:                          
| |  | November 18, 2002            

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ANNEX I  REBATES

1.    Subject
to the limitations and provisions hereafter provided and those provided in the Supply Agreement, Seller shall pay Buyer a rebate with respect to Paid Purchases of
Products (reduced by the amount of Paid Purchases of Products whether during or prior to the applicable period, to the extent of the Products which are or have been sold in such a manner as to
constitute an Excluded Sale(s)) purchased under the Supply Agreement to which this is attached (the "Supply Agreement") and Delivered by Seller pursuant to the Supply Agreement
************************************************** ***************************************************************************************************
*************************************************************************************************** ***************************************************************************************************
*************************************************************************************************** *********************************************. Notwithstanding anything herein to the contrary, if
including the purchase of any particular Product in the computation of a rebate hereunder would reduce the aggregate rebate that would be payable but for the inclusion of the purchase of such Product,
the purchase of such Product shall be excluded from the computation of the rebate (although such purchase shall be included for purposes of Section 2 below). The defined terms in the Supply
Agreement shall have the meanings in this Annex that such terms have in the Supply Agreement and this Annex shall in all respects be deemed to be a part of the Supply Agreement. Buyer will promptly
report to Seller any and all Excluded Sales and, in the event Seller pays or has paid any amounts as rebates with respect to Excluded Sales, the Buyer will promptly repay such amounts to Seller on
demand from Seller. ******************************************** **************************************************************************************************
************************************************************************************************** **************************************************************************************************.

2.    Buyer
will not be entitled to any rebate with respect to 2003 unless the total Paid Purchases for all Products (reduced by the amount of Paid Purchases of Products
whether during or prior to the applicable period, to the extent of the Products which are or have been sold in such a manner as to constitute an Excluded Sale(s)) purchased under the Supply Agreement
in 2003 equals or exceeds U.S.$5,000,000. Buyer will not be entitled to any rebate with respect to 2004 unless the total Paid Purchases for all Products (reduced by the amount of Paid Purchases of
Products whether during or prior to the applicable period, to the extent of the Products which are or have been sold in such a
manner as to constitute an Excluded Sale(s)) purchased under the Supply Agreement in 2004 equals or exceeds U.S.$5,500,000.

3.    (a)
Subject to the provisions of Section 3(b) below, (i) the FAC for each Product shall be determined by Seller (in accordance with Section 3(b) and
(c) below) and, without duplication, shall be equal to (A) the material cost, plus (B) the direct labor cost, plus (C) the factory overhead cost allocable to such Product,
plus (D) any royalties paid by Seller to any Person that is not an Affiliate of Seller that are applicable to such Product, and (ii) the factory overhead cost allocable to each Product
shall be equal to the direct labor cost allocable to such Product multiplied by the factory overhead rate ("FOR") allocable to such Product, as determined by Seller in accordance with
Section 3(b) or (c) below.

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(b)  The
FAC of each Product sold through June 30, 2003 shall be determined, without duplication, in accordance with the following methodology (with such modifications
as Seller reasonably determines appropriate):

Material
Cost:



Labor:



Overhead:



In
July 2003, the Buyer and Seller will review the FACs determined as described above and, if the actual or projected costs (determined by Seller in accordance with Section 3(c) below)
vary by more than 10% from the amounts used through June 30, 2003, the FACs will be adjusted up or down effective July 1, 2003, for Products sold during the remainder of 2003; otherwise,
the FAC for Products shall remain unchanged for the balance of 2003. For all Product sales during each calendar year beginning in 2004, the FAC for each Product will be determined or estimated by
Seller (in accordance with Section 3(c) below) not later than November 30 of the preceding year.

(c)  All
determinations by Seller of the FAC for each Product shall be made in good faith and, except as provided otherwise in Section 3(b) above, shall be based
Seller's books and records maintained in accordance with generally accepted and consistently applied accounting principles, as normally applied by Seller. Seller's determination of the FOR allocable
to each Product will, except as provided otherwise in Section 3(b) above, be based on Seller's estimate of indirect costs that are properly allocable to the manufacture of such Product. Seller
shall determine or estimate the FOR for the Products in a fair and reasonable manner, consistent with its determination thereof for Division Products. Notwithstanding anything contained herein to the
contrary, if there is ever an extraordinary change in the costs incurred or which will be incurred by Seller from those used in establishing any FAC, Seller shall, except as hereafter otherwise
provided, after Seller learns of such change and its impact on this provision, adjust the FAC on a prospective basis (until the next change is to take place and be effective) so that Seller is neither
positively or negatively impacted by such change (taking into account the timing of the change(s) in costs incurred and/or to be incurred); provided, however, (i) a change shall be deemed to be
extraordinary if and only if the impact is to cause the FAC for any such Product expected to be produced prior to the time the next change is to take place and be effective to be more than 10% higher
or lower than the amount then being used and (ii) a change shall not take effect until the date reasonably established by Seller in a notice to Buyer which shall be at least ninety
(90) days after the date of such notice by Seller to Buyer.

(d)  Seller
will deliver to Buyer a notice setting forth the FACs and the FORs determined by it pursuant hereto on each occasion that FACs and FORs are determined under
Section 3(c) hereof. Such notice shall be accompanied by reasonably detailed calculations and estimates showing how the FACs and FORs were calculated.

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(e)  Buyer
will, upon reasonable notice to Seller, have the right to have audited Seller's determination of its FACs and FORs for the Products (and nothing else, except that
the audit may include such review of the FACs and FORs for Division Products as may be necessary to confirm Seller has complied with its obligations under this Annex) once with respect to each
calendar year in the manner provided below. Buyer's audit right for each calendar year will expire unless Buyer delivers to Seller by March 31
of the year following the year to be audited notice of Buyer's intent to conduct an audit. With respect to each such audit:



4.    Rebates
shall be paid by Seller to Buyer within 60 days of the close of each calendar quarter with respect to Paid Purchases of Products (reduced by the amount of
Paid Purchases of Products whether during or prior to the applicable period, to the extent of the Products which are or have been sold in such a manner as to constitute an Excluded Sale(s)) during
such quarter. For rebates payable with respect to 2003 and 2004, if, as of the end of any calendar quarter, the annualized Paid Purchases of Products (reduced by the amount of Paid Purchases of
Products whether during or prior to the applicable period, to the extent of the Products which are or have been sold in such a manner as to constitute an Excluded Sale(s)) for that calendar year
(computed based upon all Paid Purchases of Products, less all Excluded Sales, during that year through the end of such quarter) would not satisfy the required annual minimum volume for Buyer to be
entitled to a rebate in that calendar year as
provided above, then the rebate otherwise payable for such quarter shall be deferred until the earlier to occur of the following: (i) 60 days following the end of the next calendar
quarter in that year, if any, with respect to which the annualized Paid Purchases of Products (reduced by the amount of Paid Purchases of Products whether during or prior to the applicable period, to
the extent of the Products which are or have been sold in such a manner as to constitute an Excluded Sale(s)) determined as

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provided above through the end of such quarter would meet the required annual minimum, or (ii) 60 days following the end of such calendar year. If Seller pays any quarterly rebates for
2003 or 2004 and, based on actual Paid Purchases of Products (reduced by the amount of Paid Purchases of Products whether during or prior to the applicable period, to the extent of the Products which
are or have been sold in such a manner as to constitute an Excluded Sale(s)), Buyer is not entitled to such rebates because its Paid Purchase of Products (reduced by the amount of Paid Purchases of
Products whether during or prior to the applicable period, to the extent of the Products which are or have been sold in such a manner as to constitute an Excluded Sale(s)) do not satisfy the required
minimum applicable to such year or for any other reason, then Buyer shall promptly repay to Seller any such rebate paid with respect to such year. Not later than 60 days after the close of each
calendar quarter during the Term, Seller will deliver to Buyer a document reflecting the calculations (in reasonable detail) used by Seller in determining the rebate, if any, which is owed pursuant to
this Supply Agreement. Such calculations shall be shown in such report in sufficient detail to enable Buyer to reasonably determine the accuracy thereof.

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Exhibit A    European Market

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