EXHIBIT 10.13

WAIVER,  dated as of August 10, 2001 (this  "WAIVER"),  to the Credit  Agreement
dated as of January 29, 2001 (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 CHASE SECURITIES
INC. as Arranger.



                              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 to the Borrowers on the terms and subject to the conditions
thereof;

          WHEREAS,  the Company has advised the Lenders it has failed to achieve
the minimum  Consolidated  Unadjusted  EBITDA required by Section 6.01(a) of the
Credit Agreement for the 12 month period ending June 30, 2001, and has requested
a waiver of any Default or Event of Default arising therefrom;

          WHEREAS,  the Lenders  are willing to agree to waive any such  Default
and  Event of  Default,  but only on the  terms and  subject  to the  conditions
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.


SECTION 2. WAIVER.

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

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<PAGE>


     MISCELLANEOUS.

     2.2  REPRESENTATIONS  AND  WARRANTIES;  NO DEFAULT.  After giving effect to
          this  Waiver,  the  Borrowers  hereby  represent  and warrant that all
          representations and warranties  contained in Article III of 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 in
          all material  respects as of such earlier date) and that no Default or
          Event of Default shall have occurred and be continuing or would result
          from the execution and delivery of this Waiver.

     2.3  CONDITIONS  TO  EFFECTIVENESS  OF THIS  WAIVER.  This Waiver  shall be
          effective as of the date first set forth above (the "WAIVER  EFFECTIVE
          DATE") upon the satisfaction of the following conditions:

          (a)  receipt by the Administrative  Agent of counterparts  hereof duly
               executed and delivered by the Borrowers and the Majority  Lenders
               and the  Revolving  Credit  Exposure and consented to by the Loan
               Parties (other than the Borrowers);

          (b)  the  payment by the  Borrowers  of the costs and  expenses of the
               Administrative  Agent  owing  under  Section  9.05 of the  Credit
               Agreement and for which invoices have been submitted; and

          (c)  the delivery to the  Administrative  Agent and the Lenders of (i)
               the financial  statements of the Parent for the financial quarter
               ended June 30, 2001 in  accordance  with  Section  5.01(b) of the
               Credit Agreement; and (ii) a certificate from the Chief Financial
               Officer or Chief  Executive  Officer of the Parent,  delivered in
               accordance  with  Section  5.01(e)  of the Credit  Agreement  and
               demonstrating  that  Consolidated  Unadjusted  EBITDA  for the 12
               month  period   ending  on  June  30,  2001  was  not  less  than
               $47,000,000.

     2.4  LIMITED EFFECT.  Except as expressly waived by this Waiver, the Credit
          Agreement  is and shall  continue  to be in full  force and  effect in
          accordance  with its terms,  and this Waiver shall not  constitute the
          Lenders's  consent or  indicate  their  willingness  to consent to any
          other amendment, modification or waiver of the Credit Agreement or the
          other Loan Documents.

     2.5  GOVERNING LAW. THIS WAIVER SHALL BE GOVERNED BY, AND CONSTRUED

AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

     2.6  COUNTERPARTS. This Waiver 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 Waiver may be delivered
          by facsimile transmission of the relevant signature pages hereof.

                                       2
<PAGE>


IN WITNESS  WHEREOF,  the parties  hereto have caused this Waiver 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: Director, President, COO,
                                          Acting CFO and Treasurer


                                AUDIO VISUAL SERVICES (NY) CORPORATION


                                BY: /s/: DIGBY J. DAVIES
                                ------------------------------------------------
                                   Name:  Digby J. Davies
                                   Title: Executive Vice President,
                                          CFO and Treasurer



                                THE CHASE MANHATTAN BANK AS ADMINISTRATIVE AGENT


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

                                       3
<PAGE>


                                BBT FUND, L.P.

                                BY: BBT GENPAR, L.P., ITS GENERAL PARTNER

                                BY: BBT-FW, INC., ITS GENERAL PARTNER

                                BY: /s/: WILLIAM S. REIMANN
                                ------------------------------------------------
                                   Name:  William S. Reimann
                                   Title: Vice President

                                HALCYON RESTRUCTURING FUND, L.P.

                                BY: /s/: JAMES W. SYKES
                                ------------------------------------------------
                                   Name:  James W. Sykes
                                   Title: Principal

                                HIGHLAND LEGACY LIMITED
                                By: Highland Capital Management, L.P.
                                    as Collateral Manager


                                BY: /s/: TODD TRAVERS
                                ------------------------------------------------
                                   Name:  Todd Travers
                                   Title: Senior Portfolio Manager



                                NOMURA SPECIAL SITUATIONS
                                INVESTMENT TRUST
                                By: Wilmington Trust Company


                                BY: /s/: Illegible
                                ------------------------------------------------
                                Name:  Illegible
                                Title: Vice President

                                       4
<PAGE>


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


                                BY: /s/: DARVIN D. PIERCE
                                ------------------------------------------------
                                   Name:  DARVIN  D. Pierce
                                   Title: Principal

                                       5
<PAGE>


Each of the  undersigned  hereby  consents  to the  foregoing  Waiver 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
Waiver.


                                     AVSC INTELLECTUAL PROPERTY MANAGEMENT, INC.

                                     BY: /s/: DIGBY J. DAVIES
                                     -------------------------------------------
                                        Name:  Digby J. Davies
                                        Title: Executive Vice President,
                                               CFO and Treasurer


                                     AUDIO VISUAL SERVICES GROUP, INC.

                                     BY: /s/: DIGBY J. DAVIES
                                     -------------------------------------------
                                        Name: Digby J. Davies
                                        Title: Executive Vice President
                                               and Treasurer


                                     VISUAL ACTION HOLDINGS INC.

                                     BY: /s/: DIGBY J. DAVIES
                                     -------------------------------------------
                                        Name:  Digby J. Davies
                                        Title: Executive Vice President
                                               and Treasurer


                                     HRI, V.I., INC.

                                     BY: /s/: DIGBY J. DAVIES
                                     -------------------------------------------
                                        Name:  Digby J. Davies
                                        Title: Executive Vice President
                                               and Treasurer

                                       6