RESTRICTED STOCK AGREEMENT


             THIS  RESTRICTED  STOCK  AGREEMENT  is made as of the  25th  day of
August, 2000, between Audio Visual Services Corporation,  a Delaware corporation
(hereinafter called the "Corporation"), and ________________, an employee of the
Corporation or one of its subsidiaries (hereinafter called the "Participant").

             WHEREAS,  the  Corporation  desires  to  give  the  Participant  an
opportunity  to  participate  in the  long-term  growth  of the  Corporation  by
awarding to the Participant shares of the Corporation's  common stock, par value
$0.01 per share (the "Restricted Stock"),  pursuant to the terms, conditions and
restrictions  of the  Corporation's  Amended and Restated 1996 Stock Option Plan
(as may otherwise be amended or restated from time to time, the "Plan") and this
Agreement.

         NOW,  THEREFORE,  in consideration of the mutual covenants  hereinafter
set forth and for other good and valuable consideration, the receipt of which is
hereby acknowledged, the parties agree as follows:

         1. Grant of  Restricted  Stock.  The  Corporation  hereby grants to the
Participant an aggregate of ________  shares (the "Shares") of Restricted  Stock
on the terms and subject to the conditions herein set forth. The Shares shall be
subject to the terms, conditions and restrictions set forth in the Plan and this
Agreement,  provided  that the  Participant's  right to the Shares  shall become
non-forfeitable  and shall vest one hundred percent (100%) on April 4, 2002 (the
"Vesting Date").


         2.   Nontransferability.   The  Shares  granted  hereby  shall  not  be
transferable  by the  Participant,  whether  voluntarily  or  involuntarily,  by
operation of law or  otherwise,  until on or after the Vesting  Date,  except as
otherwise provided in the Plan or in this Agreement. More particularly, prior to
the Vesting Date, the Shares may not be sold, transferred, pledged, assigned, or
otherwise  alienated or  hypothecated  in any way,  shall not be  assignable  by
operation  of  law,  and  shall  not  be  subject  to   execution,   attachment,
garnishment,  lien or similar  process.  Any attempted sale,  transfer,  pledge,
assignment,  hypothecation or other disposition of any of the Shares contrary to
the provisions hereof, and the levy of any execution,  attachment,  garnishment,
lien or similar  process  upon the  Shares,  shall be null and void and  without
effect.  If  a  sale,  assignment,  pledge,  transfer,  hypothecation  or  other
disposition,

<PAGE>


voluntary  or  involuntary,  of any of  the  Shares  shall  be  made,  or if any
execution,  attachment,  garnishment,  lien or other encumbrance shall be issued
against or placed upon any of the Shares,  then the  Participant's  right to the
Shares  shall   immediately  cease  and  terminate  and  the  Participant  shall
immediately forfeit to the Corporation all Shares awarded under this Agreement.


         3. Disclosure and Risk.


          (a) The  Participant  represents  and warrants to the  Corporation  as
follows:

     (i)  The  Participant  acknowledges  that  (A) the  Shares  have  not  been
          registered  for resale under the  Securities  Act of 1933,  as amended
          (the "Securities Act"), and (B) the Corporation is under no obligation
          to effect the registration under the Securities Act of the Shares.

     (ii) The Shares are being acquired by the Participant for the Participant's
          own account,  for  investment and not with a view to, or for resale in
          connection  with, any  distribution or public offering  thereof within
          the meaning of the Securities Act.

    (iii) The Corporation has made  available to the Participant the opportunity
          to ask questions of the officers and management of the Corporation and
          to acquire  information about the business and financial  condition of
          the Corporation  and has all information  necessary for him to make an
          informed investment decision.

     (iv) He has received a copy of the Plan.

          (b) Each certificate representing the Shares will be endorsed with the
following or substantially similar legends:

                  "RESTRICTIONS  ON THE  OWNERSHIP  AND  TRANSFER  RIGHTS OF THE
                  SHARES  REPRESENTED  BY THIS  CERTIFICATE  HAVE  BEEN  IMPOSED
                  PURSUANT TO THE CORPORATION'S  AMENDED AND RESTATED 1996 STOCK
                  OPTION PLAN (THE  "PLAN") AND A  RESTRICTED  STOCK  AGREEMENT,
                  DATED AUGUST 25,  2000. A COPY OF THE PLAN AND THE  RESTRICTED
                  STOCK  AGREEMENT  ARE ON FILE AT THE  PRINCIPAL  OFFICE OF THE
                  CORPORATION AND WILL BE


                                      -2-
<PAGE>

                  FURNISHED WITHOUT CHARGE TO  THE  HOLDER OF THIS  CERTIFICATE
                  UPON RECEIPT  BY  THE   CORPORATION   AT  ITS PRINCIPAL PLACE
                  OF  BUSINESS  OR REGISTERED  OFFICE OF A WRITTEN REQUEST FROM
                  THE HOLDER REQUESTING SUCH COPY."


                  "THE SECURITIES  EVIDENCED BY THIS  CERTIFICATE  HAVE NOT BEEN
                  REGISTERED  UNDER THE  SECURITIES ACT OF 1933, AS AMENDED (THE
                  "SECURITIES  ACT"), OR UNDER ANY APPLICABLE  STATE  SECURITIES
                  LAWS,  AND MAY NOT BE SOLD,  TRANSFERRED,  ASSIGNED,  PLEDGED,
                  HYPOTHECATED  OR OTHERWISE  DISPOSED OF UNLESS (i) THERE IS AN
                  EFFECTIVE  REGISTRATION  STATEMENT  UNDER THE  SECURITIES  ACT
                  COVERING SUCH SECURITIES,  OR (ii) THE CORPORATION  RECEIVES A
                  WRITTEN   OPINION   FROM  COUNSEL  FOR  THE  HOLDER  OF  THESE
                  SECURITIES,   REASONABLY   SATISFACTORY  TO  THE  CORPORATION,
                  STATING  THAT  SUCH  SALE,   TRANSFER,   ASSIGNMENT,   PLEDGE,
                  HYPOTHECATION  OR OTHER  DISPOSITION  MAY BE MADE  PURSUANT TO
                  RULE 144 PROMULGATED  UNDER THE SECURITIES ACT OR IS OTHERWISE
                  EXEMPT  FROM  THE   REGISTRATION   AND   PROSPECTUS   DELIVERY
                  REQUIREMENTS  OF  THE  SECURITIES  ACT  AND  APPLICABLE  STATE
                  SECURITIES LAWS."

         The  Corporation  need not allow a transfer of any of the Shares unless
one  of  the  conditions  specified  in  the  immediately  preceding  legend  is
satisfied. The Corporation may also instruct its transfer agent not to allow the
transfer of any of the Shares unless one of the conditions specified in the such
legend is satisfied.

         Any legend endorsed on a certificate pursuant to the foregoing language
and the stop transfer instructions with respect to such Shares shall be removed,
and the  Corporation  shall promptly issue a certificate  without such legend to
the holder thereof if (i) the Shares are registered under the Securities Act and
a prospectus  meeting the  requirements  of Section 10 of the  Securities Act is
available  and has been  delivered or (ii) the holder  provides the  Corporation
with a written  opinion from  counsel for such holder of the Shares,  reasonably
satisfactory  to  the  Corporation,   to  the  effect  that  a  sale,  transfer,
assignment,  pledge,


                                       -3-

<PAGE>



hypothecation  or  other   disposition  of  such  Shares  may  be  made  without
registration.

                  4.  Share   Certificates;   Rights  as  a   Stockholder.   The
Corporation  or its designee  shall retain in the  Corporation's  possession the
certificates  representing the Shares of Restricted Stock until the later of the
Vesting Date or such other date as all conditions and/or restrictions applicable
to the Shares have been satisfied. In addition to the foregoing, the Corporation
may require the  Participant  to execute and deliver to the  Corporation a stock
power in blank in respect of the Shares.  The Corporation  shall have the right,
in its sole  discretion,  to  exercise  such  stock  power in the event that the
Corporation becomes entitled to the Shares pursuant to paragraph 5 hereof.

         Notwithstanding  the foregoing,  during the period from the date hereof
until the  Vesting  Date (the  "Period of  Restriction"),  the  Participant  may
exercise  full voting rights with respect to the shares and may be credited with
regular cash  dividends  paid with respect to the Shares while they are so held.
The  Compensation  Committee  (the  "Committee")  of the Board of Directors (the
"Board") of the Corporation may apply any  restrictions to the dividends that it
deems appropriate.

         5. Termination of Employment Prior to Vesting Date; Disability; Death.

          (a) In the event that the Participant shall cease to be an employee of
the  Corporation  prior to the  Vesting  Date for any reason  other than  death,
Disability,  termination  with or without Cause,  or resignation for Good Reason
(each as defined below),  the Shares of Restricted Stock granted hereunder shall
be forfeited  immediately by the  Participant  and be of no force or effect.  So
long as the Participant shall continue to be an employee of the Corporation, the
Shares shall not be affected by any change of duties or position.

          (b) In the event of Disability of the Participant prior to the Vesting
Date, the Period of Restriction and any other restrictions imposed on the Shares
hereunder shall lapse and all Shares of Restricted Stock granted hereunder shall
vest and become  non-forfeitable.  "Disability"  shall mean any  termination  of
employment with the Corporation or a subsidiary  because of a long-term or total
disability, as determined by the Committee in its sole discretion.


                                      -4-


<PAGE>

          (c) In the  event  of the  death  of the  Participant  while  he is an
employee of the  Corporation  or any  subsidiary  prior to the Vesting Date, the
Period of Restriction and any other restrictions imposed on the Shares hereunder
shall lapse and all Shares of Restricted Stock granted  hereunder shall vest and
become non-forfeitable.

          (d) In the event the  Participant is terminated for Cause prior to the
Vesting Date, the Committee may, in its sole discretion,  cause the Shares to be
forfeited  by  the  Participant.  "Cause"  shall  mean:  (i)  Participant  shall
continually  fail  substantially to perform his duties hereunder with reasonable
diligence, other than by reason of incapacity or shall violate any material term
or  condition  of  his  employment  by the  Corporation  or a  subsidiary,  (ii)
Participant shall engage in an act of fraud, theft or embezzlement in connection
with his employment by the Corporation or a subsidiary,  (iii) Participant shall
engage in a  material  act or  omission  involving  wilful  misconduct  or gross
negligence  in the  performance  of  Participant's  duties as an employee of the
Corporation or a subsidiary,  (iv) Participant shall engage in a material act of
dishonesty,  (v) Participant shall  unreasonably  refuse to carry out the lawful
order of the Board or his supervisor  commensurate with Participant's  duties to
be  performed  as an  Employee  of  the  Corporation  or a  subsidiary  or  (vi)
Particpant shall be convicted of a felony involving moral turpitude (which shall
include any felony relating to drugs) or shall plead nolo contendere (or make an
equivalent plea) in respect of, any governmental indictment,  complaint or other
formal  allegation.  The  Committee  will have the sole  discretion to determine
whether  the  Participant's  termination  was for  Cause.

          (e) In the event  the  Participant  is  terminated  without  Cause (as
defined  above) or if  Participant  resigns for Good  Reason (as defined  below)
prior to the Vesting Date,  Participant  shall be permitted to retain the Shares
subject to the  restrictions  on the transfer of the Shares prior to the Vesting
Date as set forth in paragraph 2 hereof and the other  restrictions  on transfer
under applicable law. "Good Reason" shall mean: (i) a relocation of Participant,
without his prior  written  consent,  more than fifty (50) miles  outside of the
Corporation's  offices in  ___________________,  or (ii) a failure  to  maintain
Participant as _________________________ of the Corporation, or (iii) a material
diminution  by the  Corporation  of the  Participant's  responsibilities,  which
change would cause the Participant's position with the Corporation to become one
of significantly  less  responsibility or scope from that currently  occupied by
the Participant.



                                      -5-


<PAGE>


         6. Change of Control.

          (a) In the event of a "Change  of  Control"  of the  Corporation,  the
Period of Restriction and any other restrictions imposed on the Shares hereunder
shall  lapse,  and all the  Shares  granted  hereunder  shall  vest  and  become
non-forfeitable as of the effective date of the Change of Control.  For purposes
of this paragraph, a "Change of Control" shall be deemed to have occurred if (i)
any person or  "group"  (other  than  Warburg,  Pincus  Investors,  L.P.  or any
affiliate  thereof)  acquires,  in a single  transaction  or series  of  related
transactions,  50% or more of the outstanding  Common Stock; or (ii) the sale of
all or  substantially  all of the  assets of the  Corporation  (other  than to a
wholly-owned subsidiary of the Corporation).

          (b)  Notwithstanding  the provisions of paragraph  6.(a),  in the case
that the Corporation is merged or consolidated with another corporation,  or the
assets or stock of the  Corporation  is  acquired by another  corporation,  or a
separation,  reorganization or liquidation of the Corporation occurs, the Board,
or the Board of Directors of any  corporation  assuming the  obligations  of the
Corporation  hereunder,  shall make appropriate provisions for the protection of
the Shares by  substitution  on an equitable  basis of appropriate  stock of the
Corporation,  or  appropriate  stock of the merged,  consolidated  or  otherwise
reorganized corporation.

         7. Taxes.  The Corporation may make such provisions and take such steps
as it may deem  necessary or  appropriate  for the  withholding  of all federal,
state, local and other taxes (including  Participant's FICA obligation) required
by law to be withheld with respect to any exercise of the  Participant's  rights
under this Agreement,  including, but not limited to (i) deducting the amount of
any such withholding  taxes from any amount payable to the Participant;  or (ii)
requiring the Participant,  Designated  Beneficiary or legal  representative  to
remit to the  Corporation  the  amount  required  or  desirable  to enable it to
satisfy its  withholding  obligations as a condition of releasing the Restricted
Stock.

         8. General Provisions.

            (a) This Agreement and the rights of the  Participant  hereunder are
subject to (i) the terms and  conditions of the Plan, as the same may be amended
from time to time, as well as to such rules and regulations as the Committee may
adopt for administration of the Plan


                                      -6-


<PAGE>


and (ii) all applicable laws,  rules, and regulations,  and to such approvals by
any governmental  agencies or national securities  exchanges as may be required.
With the foregoing in mind,  the  Committee  shall have the right to impose such
restrictions  on  any  Shares  acquired  pursuant  to the  lapse  or  waiver  of
restrictions  with  respect  to  Restricted  Stock,  as it may  deem  advisable,
including, without limitation,  restrictions under applicable federal securities
laws,  under the  requirements  of any stock  exchange or market upon which such
Shares are then listed and/or traded, and under any blue sky or state securities
laws applicable to such Shares. It is expressly understood that the Committee is
authorized to administer,  construe,  and make all  determinations  necessary or
appropriate to the  administration of the Plan and this Agreement,  all of which
shall be binding upon the Participant.

            (b) The Board may  terminate,  amend or modify  the Plan;  provided,
however,  that no such  termination,  amendment or  modification of the Plan may
adversely  affect the  Participant's  rights  under this  Agreement  without the
written consent of the Participant.

            (c) To the extent not preempted by federal law, this Agreement shall
be governed by and  construed  in  accordance  with the laws of the State of New
York without regard to principles of conflicts of laws.

            (d) This  Agreement shall inure to the benefit of the successors and
assigns of the Corporation  and,  subject to the restrictions on transfer herein
set   forth,   be  binding   upon  the   Participant,   his  heirs,   executors,
administrators,  successors and assigns.

            (e) Any notice to be given  hereunder by  either  party to the other
shall be in writing and shall be given either by personal delivery, facsimile or
by mail, registered or certified,  postage prepaid, return receipt requested, or
by overnight delivery  addressed to the other party at the respective  addresses
or facsimile  numbers set forth below their signatures to this Agreement,  or at
any other  address or facsimile  number as such party may  hereafter  specify in
writing.

            (f) This  Agreement is intended to conform in all respects  with the
Plan.  Inconsistencies  between  this  Agreement  and the Plan shall be resolved
according  to the terms of the Plan,  which  shall be  deemed to  supersede  and
replace the  conflicting  terms  contained  in this  Agreement.  This  Agreement
contains the entire  understanding  between the parties

                                      -7-

<PAGE>


concerning the subject matter of contained herein. There are no representations,
agreements,  arrangements,  or  understandings,  oral or  written,  between  the
parties  hereto  relating to the subject  matter of this  Agreement that are not
fully expressed  herein.  No amendments or modifications to this Agreement shall
be binding  upon the  parties  unless  made in writing and signed by the parties
hereto.

            (g) The waiver by either  party of a breach of any term or provision
of this Agreement  shall not operate or be construed as a waiver of a subsequent
breach of the same  provision or of the breach of any other term or provision of
this Agreement.

            (h) As used herein,  the masculine gender shall include the feminine
and the neuter genders,  the neuter shall include the masculine and the feminine
genders, the singular shall include the plural, and the plural shall include the
singular.

            (i) The headings in this  Agreement  are solely for  convenience  of
reference and shall be given no effect in the construction or  interpretation of
this Agreement.

            (j)  The  invalidity  or  enforceability  of any  provision  of this
Agreement shall not affect the validity or enforceability of any other provision
of this Agreement, which shall remain in full force and effect.

            (k) NEITHER THE PLAN NOR THIS  AGREEMENT  SHALL BE (1)  CONSTRUED AS
GIVING THE PARTICIPANT THE RIGHT TO BE RETAINED IN THE EMPLOY OF THE CORPORATION
OR ANY SUBSIDIARY  THEREOF OR TO BE ENTITLED TO ANY REMUNERATION OR BENEFITS NOT
SET FORTH IN THE PLAN OR THIS AGREEMENT OR (2) INTERFERE WITH OR LIMIT THE RIGHT
OF THE CORPORATION OR ANY SUBSIDIARY THEREOF TO MODIFY THE TERMS OF OR TERMINATE
THE PARTICIPANT'S EMPLOYMENT AT ANY TIME WITH OR WITHOUT CAUSE.


                                      -8-


<PAGE>


               IN WITNESS WHEREOF,  the parties have caused this Agreement to be
       duly executed as of the day and year first above written.


                                            PARTICIPANT

                                            ------------------------------
                                             Name:
                                             Social Security No.:

                                             Home Address:
                                             -----------------------------
                                             -----------------------------
                                             -----------------------------

                                             Home Telephone: -------------

                                             Work Address:----------------
                                             -----------------------------
                                             -----------------------------
                                             -----------------------------

                                             Work Telephone:--------------
                                             Work Facsimile:--------------

                                             AUDIO VISUAL SERVICES CORPORATION


                                            By: --------------------------
                                                Name:  Robert K. Ellis
                                                Title: Chairman of the Board
                                                       and Chief Executive
                                                       Officer

                                      -9-

<PAGE>

                                                Address: 111 West Ocean Blvd.
                                                         Suite 1110
                                                         Long Beach, CA 90802

                                                Telephone:  (562) 366-0620
                                                Facsimile:  (562) 366-0628


                                      -10-