EXHIBIT 10.11

          SEVENTH  AMENDMENT  AND WAIVER,  dated as of September  10, 2001 (this
"SEVENTH  AMENDMENT"),  to the Credit Agreement dated as of October 28, 1997 (as
heretofore amended, supplemented or otherwise modified, the "CREDIT AGREEMENT"),
among AUDIO VISUAL SERVICES CORPORATION,  a Delaware corporation (the "PARENT"),
AUDIO VISUAL SERVICES (NY)  CORPORATION,  a New York corporation (the "COMPANY";
together  with the  Parent,  the  "BORROWERS"),  the  several  banks  and  other
financial  institutions  from time to time parties thereto (the "LENDERS"),  THE
CHASE MANHATTAN BANK, as Administrative Agent for the Lenders (in such capacity,
the  "ADMINISTRATIVE   AGENT")  and  MERRILL  LYNCH  CAPITAL   CORPORATION,   as
Syndication Agent (in such capacity, the "SYNDICATION AGENT";  collectively with
the Administrative Agent, the "AGENTS").


                              W I T N E S S E T H :
                              - - - - - - - - - -

          WHEREAS, the Borrowers,  the Lenders and the Agents are parties to the
Credit  Agreement,  pursuant to which the Lenders have agreed to make,  and have
made, certain loans and other extensions of credit to the Borrowers on the terms
and subject to the conditions thereof;

          WHEREAS,  the  Revolving  Credit  Termination  Date and the Term  Loan
Maturity Date is October 1, 2001;

          WHEREAS,  the Company,  the Lenders and the  Administrative  Agent are
requesting the  implementation of a restructuring of the Company's  Indebtedness
and equity structure;

          WHEREAS,  the  Company  has  requested  an  extension  of  each of the
Revolving  Credit  Termination  Date and the Term Loan Maturity Date to, in each
case, December 14, 2001 to enable the consummation of such restructuring;

          WHEREAS,   in  order  to  assist  with  the   implementation   of  the
restructuring,  the  Company  has  requested a waiver of any Default or Event of
Default  arising  from any  failure  by the  Borrowers  to achieve  the  minimum
Consolidated  Unadjusted  EBITDA  required  by  Section  7.01(c)  of the  Credit
Agreement for the 12 month period ending September 30, 2001; and

          WHEREAS,  the Lenders are willing to agree to the foregoing  requests,
but only on the terms and subject to the  conditions  of this Seventh  Amendment
contained herein;

          NOW THEREFORE, in consideration of the premises and for other good and
valuable  consideration,  the  receipt  of which  is  hereby  acknowledged,  the
Borrowers, the Lenders and the Agents hereby agree as follows:

          SECTION 1. DEFINITIONS.

          Capitalized  terms used herein and not  otherwise  defined  shall have
their respective meanings set forth in the Credit Agreement.

<PAGE>
                                                                               2


          SECTION 2. AMENDMENTS.

          2.1  AMENDMENTS TO SECTION 1.01 OF THE CREDIT AGREEMENT.

          (a)  Section 1.01 of the Credit  Agreement is hereby amended by adding
the following new definitions in their proper alphabetical order:

          ""SEVENTH  AMENDMENT"  shall mean the  Seventh  Amendment  and Waiver,
          dated as of September 5, 2001, to this Agreement.

          "SEVENTH AMENDMENT EFFECTIVE DATE" has the meaning assigned thereto in
          the Seventh Amendment.".

          (b)  Section  1.01  of the  Credit  Agreement  is  hereby  amended  by
deleting the phrase "Revolving Credit  Termination Date" where it appears in the
definition  of  "Revolving  Credit  Commitment  Period"  and  inserting  in lieu
thereof, "Seventh Amendment Effective Date".

          (c)  Section  1.01  of the  Credit  Agreement  is  hereby  amended  by
deleting  the phrase  "October  1, 2001" where it appears in the  definition  of
"Revolving Credit Termination Date" and inserting in lieu thereof, "December 14,
2001".

          (d)  Section  1.01  of the  Credit  Agreement  is  hereby  amended  by
deleting  the phrase  "October  1, 2001" where it appears in the  definition  of
"Term Loan Maturity Date" and inserting in lieu thereof, "December 14, 2001".

          2.2  AMENDMENT TO SECTION 2.04 (REPAYMENT OF LOANS; EVIDENCE OF DEBT).

          Section  2.04(b) is hereby amended by deleting the phrase  "October 1,
2001" where it appears  therein and  inserting in lieu  thereof,  "December  14,
2001".

          2.3  AMENDMENT TO SECTION 2.09 (INTEREST).

          (a)  Section 2.09(d) is hereby amended by deleting the phrase "Section
2.09(f),"  where it appears  therein and  inserting  in lieu  thereof the phrase
"Sections 2.09(f) and (g),".

          (b)  Section 2.09 is hereby amended by inserting a new section 2.09(g)
as set forth below:

          "(g) On  and  from  the  Seventh  Amendment  Effective  Date,  accrued
interest payable on each Interest Payment Date shall be capitalized and added to
the principal amount of the Loans and shall be payable in arrears (together with
additional  interest  accrued  thereon)  on the  earliest  to  occur  of (i) the
Revolving  Credit  Termination  Date, (ii) December 14, 2001, (iii) the date the
Loans become due and payable in accordance with Article VIII hereof and (iv) the
date on  which  all of the  Obligations  shall  have  been  paid in full and the
Commitments shall have been terminated.".

<PAGE>
                                                                               3


          SECTION 3. WAIVER.

          3.1  WAIVER.  The Lenders  hereby  waive:  (i) any Default or Event of
Default  under  Article  VIII(c)  of the  Credit  Agreement  resulting  from the
Borrowers failure to achieve the minimum Consolidated Unadjusted EBITDA required
by Section  7.01(c) of the Credit  Agreement for the period of four  consecutive
fiscal  quarters  ending on September 30, 2001; and (ii) any Default or Event of
Default  under  Article  VIII(e)  of the  Credit  Agreement  resulting  from the
occurrence  of an event of  default  under the New Credit  Agreement  arising on
account of the Borrowers failure to achieve the minimum "Consolidated Unadjusted
EBITDA" (as defined in the New Credit Agreement)  required by Section 6.01(a) of
the New Credit  Agreement  for the period of four  consecutive  fiscal  quarters
ending on September 30, 2001.

          SECTION 4. ACKNOWLEDGMENT/RELEASE.

          4.1  COLLATERAL.  Each Loan Party  ratifies and reaffirms the validity
and enforceability (without defense,  counterclaim or offset of any kind) of the
liens and security  interests  granted to secure any of the  Obligations by such
Loan Party to the Administrative Agent, for the benefit of the Lenders, pursuant
to the Security  Documents to which such Loan Party is a party.  Each Loan Party
acknowledges  and agrees that all such liens and security  interests  granted by
such Loan Party  shall  continue  to secure the  Obligations  from and after the
Seventh Amendment Effective Date.

          4.2  RELEASE.  Each Loan Party  acknowledges and agrees that such Loan
Party has no claim, right or cause of action of any kind against any Lender, the
Administrative  Agent  or any of such  Lender's  or the  Administrative  Agent's
present or former  subsidiaries,  Affiliates,  officers,  directors,  employees,
attorneys or other representatives or agents (collectively with their respective
successors  and  assigns,   the  "LENDER   PARTIES")  in  connection   with  the
Obligations,  the  Credit  Agreement  and  the  other  Loan  Documents,  or  the
transactions  contemplated hereby or thereby.  Each Loan Party  unconditionally,
freely,  voluntarily and, after consultation with counsel and becoming fully and
adequately  informed as to the relevant facts,  circumstances  and consequences,
releases, waives and forever discharges (and further agrees not to allege, claim
or  pursue)  any  and  all  claims,  rights,  liabilities,   causes  of  action,
counterclaims or defenses of any kind whatsoever, in contract or in tort, in law
or in equity,  whether known or unknown,  direct or derivative,  which such Loan
Party or any  predecessor  might  otherwise  have or may have against any Lender
Party on account of any conduct,  condition,  act,  omission,  event,  contract,
liability,  obligation, demand, covenant, promise,  indebtedness,  claim, right,
cause of  action,  suit,  damage,  defense,  circumstance  or matter of any kind
whatsoever  which  existed,  arose or  occurred at any time prior to the Seventh
Amendment  Effective  Date  in  connection  with  the  Obligations,  the  Credit
Agreement and the other Loan Documents.

          SECTION 5. MISCELLANEOUS.

          5.1  REPRESENTATIONS  AND  WARRANTIES;  NO DEFAULT.  (a) After  giving
effect to this Seventh  Amendment,  the Borrowers  hereby  represent and warrant
that all  representations  and warranties  contained in the Credit Agreement are
true and correct in all material  respects as of the date hereof  (unless stated
to relate to a specific  earlier date, in which case, such  representations  and
warranties  shall be true  and  correct  as of such  earlier  date)  and that no

<PAGE>
                                                                               4


Default  or Event of Default  shall have  occurred  and be  continuing  or would
result from the execution and delivery of this Seventh Amendment.

          (b)  The  Borrowers  further  represent  and  warrant  that  as of the
Seventh  Amendment  Effective Date, the Borrowers and the other Loan Parties are
truly and  justly  indebted  (including  contingent  liabilities  in  respect of
Letters of Credit) to the Agents and the Lenders pursuant to the Loan Documents,
in  the  principal  amount  of  $364,039,638.14  plus  accrued  interest,  fees,
including  without  limitation,  all amounts  payable  pursuant to the  Deferred
Amendment Fee Letters, and other amounts payable pursuant to the Loan Documents,
without defense, counterclaim or offset of any kind.

          5.2  CONDITIONS TO EFFECTIVENESS OF THIS SEVENTH AMENDMENT.

          (a)  This  Seventh  Amendment  shall be effective as of the date first
set forth above (the "SEVENTH  AMENDMENT  EFFECTIVE DATE") upon the satisfaction
of the following conditions:

          (b)  receipt by the Administrative  Agent of counterparts  hereof duly
executed and  delivered by the Borrowers and each Lender and consented to by the
Loan Parties (other than the Borrowers); and

          (c)  the  payment by the  Borrowers  of the costs and  expenses of the
Administrative  Agent owing under Section 10.05 of the Credit  Agreement and for
which invoices have been submitted.

          5.3  LIMITED  EFFECT.  Except as  expressly  amended  by this  Seventh
Amendment,  the Credit  Agreement is and shall  continue to be in full force and
effect in  accordance  with its  terms,  and this  Seventh  Amendment  shall not
constitute the Lenders' consent or indicate their  willingness to consent to any
other  amendment,  modification  or waiver of the Credit  Agreement or the other
Loan Documents,  including without  limitation,  any amendment,  modification or
waiver of any section amended or waived  pursuant to this Seventh  Amendment for
any other date or time period.

          5.4  GOVERNING LAW. THIS SEVENTH  AMENDMENT  SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

          5.5  COUNTERPARTS.  This  Seventh  Amendment  may be  executed  by the
parties hereto on one or more  counterparts,  and all of such counterparts shall
be deemed to constitute one and the same instrument.  This Seventh Amendment may
be delivered by facsimile transmission of the relevant signature pages hereof.

<PAGE>
                                                                               5


          IN WITNESS  WHEREOF,  the parties  hereto  have  caused  this  Seventh
Amendment  to be executed  and  delivered by their  respective  duly  authorized
officers as of the date first above written.

                                       AUDIO VISUAL SERVICES CORPORATION


                                       By: /s/ DIGBY J. DAVIES
                                          --------------------------------------
                                          Name:  Digby J. Davies
                                          Title: President & COO


                                       AUDIO VISUAL SERVICES (NY)
                                       CORPORATION


                                       By: /s/ DIGBY J. DAVIES
                                          --------------------------------------
                                          Name:  Digby J. Davies
                                          Title: Executive Vice President and
                                                 Chief Financial Officer

                                       THE CHASE MANHATTAN BANK


                                       By: /s/ THOMAS A. DINNEEN
                                          --------------------------------------
                                          Name:  Thomas A. Dinneen
                                          Title: Managing Director


                                       BANK OF AMERICA, N.A.



                                       By: /s/ F.A. ZAGAR
                                          --------------------------------------
                                          Name:  F.A. Zagar
                                          Title: Managing Director


                                       BANK POLSKA KASA OPIEKI S.A.
                                       PEKAO S.A. GROUP, NEW YORK BRANCH



                                       By: /s/ HARVEY WINTER
                                          --------------------------------------
                                          Name:  Harvey Winter
                                          Title: Vice President
<PAGE>
                                                                               6


                                       BBT FUND, L.P.

                                       By: BBT GENPAR, L.P., Its General Partner
                                       By: BBT-FW, INC., Its General Partner


                                       By: /s/ WILLIAM O. REIMANN
                                          --------------------------------------
                                          Name:  William O. Reimann
                                          Title: Vice President


                                       CONTRARIAN FUNDS, LLC

                                       By: Contrarian Capital Management, L.L.C.


                                       By: /s/ JANICE M. STANTON
                                          --------------------------------------
                                          Name:  Janice M. Stanton
                                          Title: Member


                                       CREDIT AGRICOLE INDOSUEZ


                                       By: /s/ GARY KANIA
                                          --------------------------------------
                                          Name:  Gary Kania
                                          Title: Vice President

                                       By: /s/ LEO VON REISSIG
                                          --------------------------------------
                                          Name:  Leo Von Reissig
                                          Title: Vice President


                                       BANKERS TRUST COMPANY


                                       By: /s/ DAVID J. BELL
                                          --------------------------------------
                                          Name:  David J. Bell
                                          Title: Director


                                       HALCYON RESTRUCTURING FUND, L.P.


                                       By: /s/ ROBERT F. DAVIS
                                          --------------------------------------
                                          Name:  Robert F. Davis
                                          Title: Principal

<PAGE>
                                                                               7


                                     ING BARING (US) CAPITAL LLC,
                                     Acting as Agent for
                                     MIDDENBANK CURACAO N.V.


                                     By: /s/ NEIL DE LA CRUZ
                                        --------------------------------------
                                        Name:  Neil De La Cruz
                                        Title: Vice President

                                     ML CBO IV (CAYMAN) LTD.
                                     By: Highland Capital Management, L.P.
                                     as Collateral Manager


                                     By: /s/ JAMES DONDERO
                                        --------------------------------------
                                        Name:  James Dondero, CFA, CPA
                                        Title: President
                                        Highland Capital Management


                                     ML CLO X1X STERLING (CAYMAN) LTD.
                                     By: Highland Capital Management, L.P.
                                         (as successor in interest to
                                         Sterling Asset Manager LLC)


                                     By: /s/ TODD TRAVERS
                                        --------------------------------------
                                        Name:  Todd Travers
                                        Title: Senior Portfolio Manager
                                               Highland Capital Management, L.P.


                                     PAM CAPITAL FUNDING LP
                                     By: Highland Capital Management, L.P. as
                                         Collateral Manager


                                     By: /s/ TODD TRAVERS
                                        --------------------------------------
                                        Name:  Todd Travers
                                        Title: Senior Portfolio Manager
                                               Highland Capital Management, L.P.
<PAGE>
                                                                               8


                                       PAMCO CAYMAN LTD.
                                       By: Highland Capital Management, L.P. as
                                       Collateral Manager


                                       By: /s/ TODD TRAVERS
                                          --------------------------------------
                                          Name:  Todd Travers
                                          Title: Senior Portfolio Manager
                                          Highland Capital Management, L.P.


                                       RCG CARPATHIA MASTER FUND, LTD.


                                       By: /s/ HOWARD GOLDEN
                                          --------------------------------------
                                          Name:  Howard Golden
                                          Title: Managing Director


                                       SCOGGIN CAPITAL MANAGEMENT L.P.


                                       By: /s/ A. DEV CHODRY
                                          --------------------------------------
                                          Name:  A. Dev Chodry
                                          Title: Partner


                                       NOMURA SPECIAL SITUATIONS
                                       INVESTMENT TRUST
                                       by: Wilmington Trust Company as Trustee


                                       By: /s/ DAVID A. VANASKEY, JR.
                                          --------------------------------------
                                          Name:  David A. Vanaskey, Jr
                                          Title: Vice President


                                       T. ROWE PRICE RECOVERY FUND II, L.P.


                                       By: /s/ KIM Z. GOLDEN
                                          --------------------------------------
                                          Name:  Kim Z. Golden
                                          Title: Managing Director
<PAGE>



                                       VAN KAMPEN SENIOR FLOATING RATE
                                       FUND
                                       By: Van Kampen Investment Advisory Corp.


                                       By: /s/ DARVIN D. PIERCE
                                          --------------------------------------
                                          Name:  Darvin D. Pierce
                                          Title: Executive Director


                                       VAN KAMPEN PRIME RATE INCOME
                                       TRUST
                                       By: Van Kampen Investment Advisory Corp.


                                       By: /s/ DARVIN D. PIERCE
                                          --------------------------------------
                                          Name:  Darvin D. Pierce
                                          Title: Executive Director


                                       VAN KAMPEN SENIOR INCOME TRUST
                                       By: Van Kampen Investment Advisory Corp.



                                       By: /s/ DARVIN D. PIERCE
                                          --------------------------------------
                                          Name:  Darvin D. Pierce
                                          Title: Executive Director
<PAGE>



          Each of the  undersigned  hereby  consents  to the  foregoing  Seventh
Amendment and hereby confirms, reaffirms and restates that its obligations under
or in respect of the Credit Agreement and the documents related thereto to which
it is a party are and shall remain in full force and effect after giving  effect
to the foregoing Seventh Amendment.


                                       AVSC INTELLECTUAL PROPERTY
                                       MANAGEMENT, INC.


                                       By: /s/ DIGBY J. DAVIES
                                          --------------------------------------
                                          Name:  Digby J. Davies
                                          Title: Executive Vice President & COO


                                       AUDIO VISUAL SERVICES GROUP, INC.


                                       By: /s/ DIGBY J. DAVIES
                                          --------------------------------------
                                          Name:  Digby J. Davies
                                          Title: Executive Vice President & COO


                                       VISUAL ACTION HOLDINGS INC.


                                       By: /s/ DIGBY J. DAVIES
                                          --------------------------------------
                                          Name:  Digby J. Davies
                                          Title: Executive Vice President


                                       HRI, V.I., INC.


                                       By: /s/ DIGBY J. DAVIES
                                          --------------------------------------
                                          Name:  Digby J. Davies
                                          Title: Executive Vice President