AMENDMENT NO. 1 TO THE CONSULTING AGREEMENT DATED AS OF JULY 1, 1995 BETWEEN VARI-LITE HOLDINGS, INC. AND JOHN D. MAXSON

                                 AMENDMENT NO. 1
              TO THE CONSULTING AGREEMENT DATED AS OF JULY 1, 1995
               BETWEEN VARI-LITE HOLDINGS, INC. AND XXXX X. XXXXXX

                              W I T N E S S E T H :

     WHEREAS, Vari-Lite Holdings, Inc. (the "Company") entered into a Consulting
Agreement ("Agreement") with Xxxx X. Xxxxxx (the "Consultant") effective as of
July 1, 1995; and

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

     WHEREAS, the Company and the Consultant desire to amend the Agreement in
certain respects retroactively so as to be effective as of July 1, 1995;

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

     Section 3 is hereby amended by replacing subsection (c) with the following:

     (c)  OTHER EMPLOYEE BENEFITS.  Consultant and his dependents shall be
          entitled to continue coverage under the medical and dental plans
          maintained by the Company and its affiliates after the continuation
          coverage period provided under the Consolidated Omnibus Budget
          Reconciliation Act of 1985, as amended ("COBRA"), for as long as
          Consultant continues to serve on the Board of Directors of the Company
          or any of its affiliates.  The Consultant and his dependents will be
          required to pay the premium charged by the medical and the dental
          plans to COBRA continuees for such continued coverage and shall be
          subject to the same requirements concerning the timing of premium
          payments as apply to COBRA continuees under the medical and dental
          plans.  Except as expressly provided in this Agreement, Consultant
          shall not be entitled, based on his status as a consultant, to
          participate in or receive benefits under any other programs maintained
          by the Company for its employees, including, without limitation, life,
          vision, disability, pension, profit sharing, or other retirement plans
          or other fringe benefits.

     IN WITNESS WHEREOF the parties hereto have executed this Amendment No. 1 to
the Agreement on this 11th day of August, 1997, but to be effective as of July
1, 1995.

                              COMPANY:

                              Vari-Lite International, Inc.

                              By:  /s/ X.X. Xxxxxxxx III
                                   ------------------------------------
                                   X. X. Xxxxxxxx III
                                   Chairman of the Board and President


                              CONSULTANT:

                              /s/ Xxxx X. Xxxxxx
                              -----------------------------------------
                              Xxxx X. Xxxxxx