Exhibit 10.88

AMENDMENT NO. 6  TO  FINANCING AGREEMENT

This AMENDMENT NO. 6 TO FINANCING AGREEMENT (this "Amendment"), made as of November 18, 2002, between U.S. BANK NATIONAL ASSOCIATION (formerly known as
Firstar Bank, National Association), a national banking association ("Bank") and VARI-LITE, INC., a Delaware corporation ("Borrower"),

WITNESSETH:

WHEREAS,
Borrower and Bank have entered into that certain Financing Agreement, dated as of December 29, 2000, as amended by that certain Amendment No. 1 to Financing
Agreement, dated as of March 30, 2001, Amendment No. 2 to Financing Agreement, dated as of June 30, 2001, Amendment No. 3 to Financing Agreement, dated as of
December 31, 2001, Amendment No. 4 to Financing Agreement, dated as of March 31, 2002, and Amendment No. 5 to Financing Agreement, dated as of June 30, 2002 (as so
amended, the "Financing Agreement"), pursuant to which Bank has made certain loans and financial accommodations available to Borrower; and

WHEREAS,
Borrower and Bank desire to further amend the Financing Agreement as hereinafter set forth;

NOW,
THEREFORE, in consideration of the mutual promises and agreements contained herein and other good and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, Bank and Borrower agree as follows:

1. DEFINED TERMS.

Each defined term used herein and not otherwise defined herein has the meaning ascribed to such term in the Financing Agreement.

2. AMENDMENT TO FINANCING AGREEMENT.

The Financing Agreement is amended, effective as of the date of this Agreement, as follows:

2.1Amendment to Section 1.Section 1 of the Financing Agreement shall be amended by adding the
new definitions of "Acquired Assets," "Genlyte Acquisition" and "Genlyte Acquisition Agreement" as follows:

"Acquired Assets" means "Acquired Assets" as defined and described in the Genlyte Acquisition Agreement (which definition is set forth on Exhibit Vhereto).

"Genlyte Acquisition" means the sale of the Acquired Assets and the other transactions contemplated by the Genlyte Acquisition Agreement.

"Genlyte Acquisition Agreement" means the Asset Purchase Agreement dated as of November 18, 2002, by and between International, the
Borrower, as "Seller," and Genlyte Thomas Group LLC, a Delaware limited liability company, as "Buyer."

2.2Amendment to Section 9.5.Section 9.5 of the Financing Agreement shall be amended by deleting
Section 9.5 in its entirety and by substituting the following new Section 9.5 in lieu thereof:



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2.3Amendment to Section 9.6.Section 9.6 of the Financing Agreement shall be amended by deleting
Section 9.6 in its entirety and by substituting the following new Section 9.6 in lieu thereof:



2.4Amendment to Section 9.7.Section 9.7 of the Financing Agreement shall be amended by deleting
Section 9.7 in its entirety and by substituting the following new Section 9.7 in lieu thereof:



2.5Amendment to Section 9.18.Section 9.18 of the Financing Agreement shall be amended by
deleting Section 9.18 in its entirety and by substituting the following new Section 9.18 in lieu thereof:



2.6Amendment to Section 9.23.Section 9.23 of the Financing Agreement shall be amended by
deleting Section 9.23 in its entirety and by substituting the following new Section 9.23 in lieu thereof:



2.7Amendment to Section 10.11.Section 10.11 of the Financing Agreement shall be amended by
deleting Section 10.11 in its entirety and by substituting the following new Section 10.11 in lieu thereof:



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2.8Amendment to Section 10.12.Section 10.12 of the Financing Agreement shall be amended by
deleting Section 10.12 in its entirety and by substituting the following new Section 10.12 in lieu thereof:



2.9Amendment to Section 10.24.Section 10.24 of the Financing Agreement shall be amended by
deleting Section 10.24 in its entirety and by substituting the following new Section 10.24 in lieu thereof:



2.10Amendment to Section 10.27.Section 10.27 of the Financing Agreement shall be amended by
deleting Section 10.27 in its entirety and by substituting the following new Section 10.27 in lieu thereof:



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2.11Amendment to Schedules to Financing Agreement.Each of Schedule 1, Schedule 2 and
Schedule 12 to the Financing Agreement is amended in its entirety to read as set forth on the Schedule 1, Schedule 2 and Schedule 12, respectively, as attached hereto and
by reference made a part hereof.

2.12Amendment to Schedules to Patent Assignment.Each of Schedule A, Schedule B and
Schedule C to the Patent Assignment is hereby amended in its entirety to read as set forth on the Schedule A, Schedule B and Schedule C, respectively, as attached hereto
and by reference made a part hereof, and which shall be deemed to be attached to the Patent Assignment and by reference made a part thereof.

3. REPRESENTATIONS AND WARRANTIES.

Borrower represents and warrants to Bank as follows:

3.1The Amendment.This Amendment has been duly and validly executed by an authorized executive officer of
Borrower and constitutes the legal, valid and binding obligation of Borrower enforceable against Borrower in accordance with its terms.

3.2Financing Agreement.The Financing Agreement as amended by this Amendment remains in full force and effect
and remains the valid and binding obligation of Borrower enforceable against Borrower in accordance with its terms. Borrower hereby ratifies and confirms the Financing Agreement as amended by this
Amendment.

3.3Nonwaiver.Neither the execution, delivery, performance or effectiveness of this Amendment shall operate nor
be deemed to be nor construed as a waiver (i) of any right, power or remedy of Bank under the Financing Agreement, nor (ii) of any term, provision, representation, warranty or covenant
contained in the Financing Agreement or any other documentation executed in connection therewith. Further, none of the provisions of this Amendment shall constitute, or be deemed to be or construed
as, a waiver of any Event of Default under the Financing Agreement as amended by this Amendment.

3.4Reference to and Effect on the Financing Agreement.Upon the effectiveness of this Amendment, each reference
in the Financing Agreement to "this Agreement", "hereunder", "hereof", "herein", or words of like import shall mean and be a reference to the Financing Agreement as amended hereby, and each reference
to the Financing Agreement in any other document, instrument or agreement executed and/or delivered in connection with the Financing Agreement shall mean and be a reference to the Financing Agreement
as amended hereby.

3.5Claims and Defenses.As of the date of this Amendment, Borrower has no defenses, claims, counterclaims or
setoffs with respect to the Financing Agreement or its Obligations thereunder or with respect to any actions of the Bank or any of its officers, directors, shareholders, employees, agents or
attorneys, and Borrower irrevocably and absolutely waives any such defenses, claims, counterclaims and setoffs and releases the Bank and each of its officers, directors, shareholders, employees,
agents and attorneys from the same.

4. CONDITIONS PRECEDENT TO EFFECTIVENESS OF THIS AMENDMENT NO. 6.

In addition to all of the other conditions and agreements set forth herein, the effectiveness of this Amendment is subject to the each of the following conditions
precedent:

4.1Amendment No. 6 to Financing Agreement.Bank shall have received an original counterpart of this
Amendment No. 6 to Financing Agreement, executed and delivered by a duly authorized officer of Borrower;provided, however, that this Amendment
will be effective upon Bank's receipt of an executed counterpart of this Amendment No. 6 to Financing Agreement sent by facsimile transmission

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during normal business hours followed by an original counterpart, executed and delivered by a duly authorized officer of Borrower and sent by a nationally recognized overnight courier service..

4.2Acknowledgment of Guarantor.Bank shall have received an original of the attached Acknowledgment of
Vari-Lite International, Inc., a Delaware corporation, executed and delivered by a duly authorized officer of Vari-Lite International, Inc..

4.3No Material Adverse Change.Other than with respect to the sale of the Acquired Assets pursuant to the
Genlyte Acquisition Agreement, there shall have occurred no material and adverse change in the Borrower's assets, liabilities or financial condition since the date of the last Financials delivered by
Borrower to Bank nor shall there have been any material damage to or loss of any of Borrower's assets or properties since such date.

4.4Prepayment of Obligations.The Borrower shall have prepaid, with a portion of the net cash proceeds received
by the Borrower from the Genlyte Acquisition, (i) a principal amount of Five Million Dollars ($5,000,000) to be applied at par with no premium to the Term Loan A, and (ii) a principal
amount of Three Million Dollars ($3,000,000) to be applied at par with no premium to the Revolving Loans. In addition to the payments set forth in the previous sentence, Borrower shall, to the extent
a Borrowing Base Deficiency exists as of the effectiveness of the Genlyte Acquisition and the application of such payments, pay an additional principal amount of the Revolving Loans from the net cash
proceeds received from the Genlyte Acquisition in an amount equal to the amount of such Borrowing Base Deficiency.

5. MISCELLANEOUS.

5.1Waiver of Prepayment Premiums and Penalties.Bank waives any and all prepayment premiums and penalties to
the extent such premiums and penalties may accrue and be payable to Bank under the Financing Agreement in connection with the payment of obligations set forth inSection
4.4above.

5.2Borrower Name Change.Contemporaneous with the consummation of the Genlyte Acquisition, Borrower anticipates
changing its name to "VLPS Lighting Services, Inc." Within three days after Borrower's receipt of an Amendment to Articles of Incorporation filed with, and certified by, the Office of the
Secretary of State of Delaware, Borrower shall deliver a copy of such certified amendment to Bank. Upon Bank's receipt thereof, the Financing Agreement shall be amended so that each reference to
"Vari-Lite, Inc." shall be replaced with "VLPS Lighting Services, Inc." and the term "Borrower" shall be amended to mean "VLPS Lighting Services, Inc., a Delaware
corporation." Borrower hereby authorizes the Bank to file any UCC-1 financing statements or related filings to reflect such name change and agrees to reimburse the Bank for any costs or
fees associated with such filings.

5.3Governing Law.This Amendment has been delivered and accepted at and shall be deemed to have been made at
Cleveland, Ohio. This Amendment shall be interpreted and the rights and liabilities of the parties hereto determined in accordance with the laws of the State of Ohio, without regard to principles of
conflict of law, and all other laws of mandatory application.

5.4Severability.Each provision of this Amendment shall be interpreted in such manner as to be valid under
applicable law, but if any provision hereof shall be invalid under applicable law, such provision shall be ineffective to the extent of such invalidity, without invalidating the remainder of such
provision or the remaining provisions hereof.

5.5Counterparts.This Amendment may be executed in one or more counterparts, each of which, when taken
together, shall constitute but one and the same agreement.

[REMAINDER
OF PAGE INTENTIONALLY BLANK]

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IN
WITNESS WHEREOF, Borrower has caused this Amendment No. 6 to Financing Agreement to be duly executed and delivered by its duly authorized officer as of the date first above
written.

|Signed and acknowledged
in the presence of: |                | VARI-LITE, INC.
|------------------------------------------- | -------------- | ---------------
|/s/TRACY KEY                                |                | By:            
|Name:                                       | Tracy Key      |                
|/s/CHRISTI LAWING                           |                |                
|Name:                                       | Christi Lawing |                

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|STATE OF TEXAS   | )    
|---------------- | -----
|                 | ) ss:
|COUNTY OF DALLAS | )    

The foregoing instrument was acknowledged before me this    day of November, 2002,
by                        ,
the                        of
Vari-Lite, Inc., a Delaware corporation, on behalf of the corporation.

| | /s/KAREN CRAFTNotary Public
| | ---------------------------

|Accepted at Cleveland, Ohio,
Effective as of November    , 2002. | 
|---------------------------------------------------------------- | 
|U.S. BANK NATIONAL ASSOCIATION                                   | 
|By: /s/DARYL HAGSTROM                                            | 
|Its: Vice-President                                              | 

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ACKNOWLEDGMENT OF GUARANTOR

The undersigned, Vari-Lite International, Inc., a Delaware corporation, having guaranteed all of the obligations of
Vari-Lite, Inc. to U.S. Bank National Association (formerly known as Firstar Bank, National Association) ("Bank"), hereby acknowledges and agrees, effective as of November
    , 2002, to the terms of the foregoing Amendment No. 6 to Financing Agreement. The undersigned represents and warrants to Bank that the Guaranty executed and delivered by the
undersigned to Bank, dated as of December 29, 2000, remains the valid and binding obligation of the undersigned, enforceable against it in accordance with its terms.

| |  | VARI-LITE INTERNATIONAL, INC.
| |  | -----------------------------
| |  | By:                          
| |  | Its:                         

|STATE OF TEXAS   | )    
|---------------- | -----
|                 | ) ss:
|COUNTY OF DALLAS | )    

The foregoing instrument was acknowledged before me this 18th day of November, 2002, by Jerry Trojan, the VP-Finance, Chief Financial Officer of
VARI-LITE INTERNATIONAL, INC., a Delaware corporation, on behalf of the company.

| | /s/KAREN CRAFTNotary Public
| | ---------------------------

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Exhibit V  Acquired Assets

"Acquired Assets" shall mean the following (with all capitalized terms used herein and not otherwise defined
herein having the meaning ascribed to such term in that certain Asset Purchase Agreement
dated as of November 18, 2002, by and between Vari-Lite International, Inc., a Delaware corporation, Vari-Lite, Inc., a Delaware corporation, as "Seller,"
and Genlyte Thomas Group LLC, a Delaware limited liability company, as "Buyer" (the "Genlyte Acquisition Agreement")):

all
of Seller's right, title and interest in and to all of Seller's property and assets, real, personal or mixed, tangible and intangible, of every kind and description, wherever located, belonging to
Seller and which relate to the Subject Business, which includes the design, manufacture and sale of its products and the furnishing of advisory and consulting services to customers as well as any
goodwill associated therewith (but in each case excluding the Excluded Assets), including the following:



all
other properties and assets of every kind, character and description, tangible or intangible, owned by Seller and used or held for use in connection with the Subject Business, whether or not
similar to the items specifically set forth above.

"Accounts Receivable"means (a) all trade accounts receivable and other rights to payment from customers of Seller
related to the Subject Business and the full benefit of all security for such accounts or rights to payment, including all trade accounts receivable representing amounts receivable in respect of goods
shipped or products sold or services rendered to customers of Seller and (b) any claim, remedy or other right related to any of the foregoing.

"Affiliate"with respect to any specified Person, a Person that directly, or indirectly through one or more intermediaries,
controls or is controlled by, or is under common control with, the specified

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Person. As used in this definition, the term "control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether
by the ownership of voting securities, by contract or otherwise. Thus, the Parent and Seller are each Affiliates of the other.

"Assumed Agreements"means the Contracts listed onExhibit 2.1(e)to
the Genlyte Acquisition Agreement.

"Contract"means any agreement, contract, obligation, promise, or undertaking (whether written or oral and whether express or
implied) that is legally binding.

"Disclosure Letter"means the disclosure letter delivered by Seller to Buyer concurrently with the execution and delivery of
this Agreement.

"Excluded Assets"means the following

all
assets used in or relating to the business of renting or leasing automated lighting equipment, including, without limitation, the following:





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"Governmental Authorization"means any approval, consent, license, permit, waiver, or other authorization issued, granted,
given, or otherwise made available by or under the authority of any Governmental Body or pursuant to any Legal Requirement.



all
know-how, trade secrets, confidential information, customer lists, software, technical information, data, process technology, plans, drawings, and blue prints used in the Subject
Business and treated confidentially (collectively, "Trade Secrets")..

"Inventories"means all inventories of Seller related to the Subject Business, wherever located, including all finished goods,
work in process, raw materials, spare parts and all other materials and supplies to be used or consumed by Seller in the production of finished goods.

"Records"means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is
retrievable in perceivable form.

"Subject Business"means the business of designing, manufacturing and selling automated lighting equipment.

"Tangible Personal Property"means all machinery, equipment, tools, furniture, office equipment, computer hardware, supplies,
materials, vehicles and other items of tangible personal property (other than Inventories) of every kind owned or leased by Seller (wherever located and whether or not carried on Seller's books),
together with any express or implied warranty by the manufacturers or sellers or lessors of any item or component part thereof and all maintenance records and other documents relating thereto.

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Schedule 1  Licenses, Patents, Trademarks, Etc.

Patents

None

Trademarks

None

Licenses

1

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Schedule 2  Indebtedness

VARI-LITE, INC.  DEBT SCHEDULE  10/31/02

|NOTES:            |  |                                                     |  |              |  | Amount Due  
|----------------- |  | --------------------------------------------------- |  | ------------ |  | ------------
|Financing Company |  | Hudson United Bank (4/00) (formerly United Capital) |  | 126,121.77  
|Financing Company |  | A. I. Credit Corp (11/00)                           |  | 47,796.71   
|Financing Company |  | A. I. Credit Corp (11/01)                           |  | 0.00        
|Financing Company |  | The CIT Group (5/02)                                |  | 1,990,495.49
|Financing Company |  | GMAC Financing (11/01) (co 09)                      |  | 20,667.36   
|Capital Lease     |  | Comerica Leasing (9/01) (formerly Imperial Bank)    |  | 61,849.91   
|                  |  |                                                     |  | TOTAL        |  | 2,246,931.24

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Schedule 12  Indebtedness

VARI-LITE, INC.  LEASES SCHEDULE  10/31/02

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Schedule A  To  Patent Assignment

Patents

None

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Schedule B  To  Patent Assignment

Trademarks

None

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Schedule C  To  Patent Assignment

Licenses

1

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