EXHIBIT 10.15

          WAIVER,  dated as of  September  10, 2001 (this  "WAIVER"),  under 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 Administrative Agent 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 Company,  the Lenders and the  Administrative  Agent are
requesting the  implementation of a restructuring of the Company's  Indebtedness
and equity structure;

          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  of the  Borrowers  to achieve  the  minimum
Consolidated  Unadjusted  EBITDA  required  by  Section  6.01(a)  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  Waiver  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 September 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

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                                                                               2


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 September 30, 2001.

          SECTION 3. ACKNOWLEDGMENT/RELEASE.

          3.1  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 date
hereof.

          3.2  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 date hereof
in  connection  with the  Obligations,  the Credit  Agreement and the other Loan
Documents.

          SECTION 4. MISCELLANEOUS.

          4.1  REPRESENTATIONS  AND  WARRANTIES;  NO DEFAULT.  (a) After  giving
effect to this  Waiver,  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 Default or Event
of Default  shall have  occurred  and be  continuing  or would  result  from the
execution and delivery of this Waiver.

          (b)  The Borrowers  further  represent and warrant that as of the date
hereof,  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
$16,000,000.00 plus accrued interest, fees and other amounts payable pursuant to
the Loan Documents, without defense, counterclaim or offset of any kind.

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                                                                               3


          4.2  CONDITIONS TO EFFECTIVENESS OF THIS WAIVER.  This Waiver shall be
effective  as of the date  first set forth  above upon the  satisfaction  of the
following conditions:

          (a)  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);

          (b)  receipt by the Administrative  Agent of the Seventh Amendment and
Waiver to the Existing  Credit  Agreement,  duly  executed and  delivered by the
Borrowers, each Lender and consented to by the Loan Parties (as such capitalized
terms are defined in the Existing Credit Agreement); and

          (c)  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.

          4.3  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'
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  Waiver for any other date or time
period.

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

          4.5  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.

<PAGE>

                                                                               4

          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: 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,
                                     Individually and as Administrative Agent


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


                                     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


                                     HALCYON RESTRUCTURING FUND, L.P.


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

<PAGE>

                                                                               5

                                     HIGHLAND LEGACY LIMITED


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


                                     NOMURA SPECIAL SITUATIONS
                                     INVESTMENT TRUST


                                     By: /s/ DAVID A. VANASKY, JR.
                                        ----------------------------------------
                                        Name:  David A. Vanasky, Jr.
                                        Title: Vice President
                                               Wilmington Trust Company
                                               not in its individual capacity
                                               but solely as Owner Trustee


                                     VAN-KAMPEN SENIOR INCOME TRUST


                                     By: /s/ DOUGLAS L. WINCHELL
                                        ----------------------------------------
                                        Name:  Douglas L. Winchell
                                        Title: Vice President


<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 & 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