Exhibit 10.90

AMENDMENT NO. 7  TO  FINANCING AGREEMENT

THIS AMENDMENT NO. 7 TO FINANCING AGREEMENT (this "Amendment") is made and entered into as of the 31st day of December, 2002, by and between VLPS LIGHTING
SERVICES, INC. (formerly known as "Vari-Lite, Inc."), a Delaware corporation ("Borrower"), and U.S. BANK NATIONAL ASSOCIATION (formerly known as "Firstar Bank, National
Association") ("Bank").

WITNESSETH:

WHEREAS,
Borrower and Bank have heretofore 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, Amendment No. 5 to Financing Agreement dated as of June 30, 2002, and Amendment
No. 6 to Financing Agreement dated as of November 18, 2002 (as so amended, the "Financing Agreement"), pursuant to which Bank has made loans and financial accommodations available to
Borrower in the aggregate principal amount of up to $24,500,000, consisting of a Revolving Loan Facility, a Term Loan A Facility and a CapEx Term Loan Facility; and

WHEREAS,
Borrower and Bank desire to amend the Financing Agreement to reflect the elimination of the Term Loan A Facility and the CapEx Term Loan Facility, to reduce the Total Facility
to a principal amount of up to $7,500,000 consisting of the Revolving Loan Facility and a new Letter of Credit Subfacility, and to effect such other changes as are hereinafter set forth;

NOW,
THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Borrower and Bank hereby
agree as follows:

1.    The
following definitions in Section 1.1 of the Financing Agreement are amended and restated in their entirety to provide as follows:



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2.    Section 1.1
of the Financing Agreement is amended by adding the following new definitions:



3.    Section 2.1
of the Financing Agreement is amended and restated in its entirety to provide as follows:



4.    Section 2.3
of the Financing Agreement is deleted and shall remain intentionally blank.

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5.    Section 2.4
of the Financing Agreement is deleted and shall be replaced with the following provisions:



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6.    Section 2.5
of the Financing Agreement is amended and restated in its entirety to provide as follows:





7.    Section 2.8
of the Financing Agreement is deleted and shall remain intentionally blank.

8.    Section 2.12(a)
of the Financing Agreement is amended and restated in its entirety to provide as follows:



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9.    Section 3.8
of the Financing Agreement is deleted and shall remain intentionally blank.

10.  The
following is added as a new Section 3.13 to the Financing Agreement:



11.  Section 10.22
of the Financing Agreement is amended and restated in its entirety to provide as follows:

10.22
Redemption of Stock. Borrower will not voluntarily or pursuant to any contractual or other obligations redeem, retire, purchase, repurchase or otherwise acquire, directly or indirectly, or
exercise any call rights relating to, any of Borrower's capital stock or any other equity securities now or hereafter issued by Borrower (including, without limitation, any warrants for stock of Borrower), except to the extent any of the foregoing
constitute Permitted Payments.


12.  The
second sentence of Section 11.1 of the Financing Agreement is amended and restated in its entirety to provide as follows:



13.  Section 11.3
of the Financing Agreement is amended and restated in its entirety to provide as follows:



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Voluntary Termination Date

Termination FeeOn or Before December 31, 2003

Two Percent (2%) of the Total Facility;After December 31, 2003 but on or before December 31, 2004

One and One-Fourth Percent (1.25%) of the Total Facility;Between January 1, 2005 and September 30, 2005 (inclusive)

Three-Fourths Percent (0.75%) of the Total Facility;




14.  The
following is added as a new Section 13.3 to the Financing Agreement:



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15.  Exhibit G-2
to the Financing Agreement is deleted and shall remain intentionally blank, and all references thereto in the Financing Agreement shall be
of no further force and effect.

16.  Exhibit J
to the Financing Agreement is amended in its entirety to read as set forth on Exhibit J attached hereto and by reference made a part hereof.

17.  Exhibit T
to the Financing Agreement is deleted and shall remain intentionally blank, and all references thereto in the Financing Agreement shall be of no further
force and effect.

18.  Subject
to the provisions of Section 15.17 of the Financing Agreement, Bank acknowledges repayment in full of the Term Loan A Facility and the Capex Term Loan
Facility, and all applicable fees or other charges related thereto, and Borrower acknowledges that it shall have no further right to borrow under either such facility. Any references in the Financing
Agreement to either such facility shall be of no further force and effect.

19.  Borrower
hereby agrees to pay Bank a nonrefundable amendment fee in the amount of $37,500.00 (the "Fee") contemporaneously with the execution of this Amendment.

20.  Borrower
hereby agrees to reimburse Bank upon demand for all out-of-pocket costs and expenses (including, without limitation, reasonable
attorneys' fees and expenses) incurred by Bank in the preparation, negotiation and execution of this Amendment and any and all other agreements, documents, instruments and/or certificates relating to
the amendment of Borrower's existing credit facilities with Bank (collectively, the "Loan Documents"). Borrower further agrees to pay or reimburse Bank for any stamp or other taxes (excluding income
or gross receipts taxes) which may be payable with respect to the execution, delivery, filing and/or recording of the Loan Documents. All of the obligations of Borrower under this paragraph shall
survive the payment of the Borrower's Obligations and the termination of the Financing Agreement.

21.  All
references in the Financing Agreement to "this Agreement" and any other references of similar import shall henceforth mean the Financing Agreement as amended by this
Amendment.

22.  Except
to the extent specifically amended by this Amendment, all of the terms, provisions, conditions, covenants, representations and warranties contained in the
Financing Agreement shall be and remain in full force and effect and the same are hereby ratified and confirmed.

23.  This
Amendment shall be binding upon and inure to the benefit of Borrower and Bank and their respective successors and assigns, except that Borrower may not assign,
transfer or delegate any of its rights or obligations under the Financing Agreement as amended by this Amendment.

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24.  Borrower
hereby represents and warrants to Bank that:



25.  In
the event of any inconsistency or conflict between this Amendment and the Financing Agreement, the terms, provisions and conditions contained in this Amendment shall
govern and control.

26.  This
Amendment shall be governed by and construed in accordance with the substantive laws of the State of Ohio (without reference to conflict of law principles).

27.ORAL AGREEMENTS OR COMMITMENTS TO LOAN MONEY, EXTEND CREDIT OR TO FORBEAR FROM ENFORCING REPAYMENT OF A DEBT, INCLUDING PROMISES TO EXTEND OR
RENEW SUCH DEBT, ARE NOT ENFORCEABLE. TO PROTECT BORROWER AND BANK FROM MISUNDERSTANDING OR DISAPPOINTMENT, ANY AGREEMENTS REACHED BY BORROWER AND BANK COVERING SUCH MATTERS ARE CONTAINED IN THE
FINANCING AGREEMENT AS AMENDED BY THIS AMENDMENT AND THE OTHER TRANSACTION DOCUMENTS, WHICH FINANCING AGREEMENT AS AMENDED BY THIS AMENDMENT AND OTHER TRANSACTION DOCUMENTS ARE A COMPLETE AND
EXCLUSIVE STATEMENT OF THE AGREEMENTS BETWEEN BORROWER AND BANK, EXCEPT AS BORROWER AND BANK MAY LATER AGREE IN WRITING TO MODIFY THEM.

28.  Notwithstanding
any provision contained in this Amendment to the contrary, this Amendment shall not be effective unless and until Bank shall have received:



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IN
WITNESS WHEREOF, Borrower and Bank have executed this Seventh Amendment to Financing Agreement as of the 31st day of December, 2002.

| |  | VLPS LIGHTING SERVICES, INC.  
| |  | ------------------------------
| |  | By:                           
| |  | Title:                        
| |  | U.S. BANK NATIONAL ASSOCIATION
| |  | By                            
| |  | Title:                        

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CONSENT OF GUARANTOR

The undersigned hereby consents to the terms, provisions and conditions contained in that certain Seventh Amendment to Financing Agreement dated as of
December 31, 2002, by and between VLPS Lighting Services, Inc. (formerly known as Vari-Lite, Inc.), a Delaware corporation ("Borrower"), and U.S. Bank National
Association ("Bank") (the "Amendment to Financing Agreement"). The undersigned hereby acknowledges and agrees that (a) the execution and delivery of the Amendment to Financing Agreement by
Borrower to Bank will not adversely affect or impair any of its obligations to Bank under that certain Guaranty dated as of December 29, 2000, and executed by the undersigned in
favor of Bank with respect to the indebtedness of Borrower to Bank (the "Guaranty"), (b) payment of all of the "Obligations" (as defined in that certain Financing Agreement dated
December 29, 2000, by and between Borrower and Bank, as amended by the Amendment to Financing Agreement and as the same may from time to time be further amended, modified, extended, renewed or
restated) is guaranteed to Bank by the undersigned pursuant to the terms of the Guaranty and (c) the Guaranty is in full force and effect on the date hereof and the same is hereby ratified and
confirmed.

Executed
as of the 31st day of December, 2002.

| |  | VARI-LITE INTERNATIONAL, INC., Guarantor
| |  | ----------------------------------------
| |  | By:                                     
| |  | Title:                                  

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EXHIBIT J    FINANCIAL COVENANTS

Section 1.Capital Expenditures.Borrower will not make nor permit
International to make Net Capital Expenditures (as defined below) in a total amount that exceeds $7,000,000.00 in the aggregate for any Fiscal Year (as defined below).

Section 2.Minimum Fixed Charge Coverage Ratio.



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Section 3.Minimum Tangible Net Worth.



Period

Minimum Tangible Net WorthDecember 31, 2002 through, and including, September 29, 2003

$
32,000,000September 30, 2003 and thereafter

$
32,500,000




Section 4.Definitions.Capitalized terms used, but not defined, in
thisExhibit Jhave the meanings given to them in the Financing Agreement.

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