EXHIBIT 10.10

WAIVER,  dated as of August 10, 2001 (this  "WAIVER"),  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 Company has advised the Lenders it has failed to achieve
the minimum  Consolidated  Unadjusted  EBITDA required by Section 7.01(c) 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  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 June 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 June 30, 2001.

                                       1
<PAGE>


SECTION 3. MISCELLANEOUS.

     3.1  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 IV 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.

     3.2  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 Lenders  holding
               at least 75% of the Available Commitments, the Term Loan Exposure
               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  10.05 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  6.01(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  6.01(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.

     3.3  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.

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

     3.5  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.

                                       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
                                              INDIVIDUALLY AND AS ADMINISTRATIVE
                                              AGENT


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

                                       3
<PAGE>


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


                                      BY: /s/: HARVEY WINTER
                                      ------------------------------------------
                                      Name:  Harvey Winter
                                      Title: Vice President



                                      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



                                      CONTRARIAN FUNDS, LLC
                                      By: Contrarian Capital Management, LLC

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



                                      CREDIT AGRICOLE INDOSUEZ

                                      By: /s/:RENE LEBLANC
                                      ------------------------------------------
                                      Name:  Rene LeBlanc
                                      Title: Vice President


                                       4
<PAGE>


                                      BANKER'S TRUST COMPANY


                                      BY: /s/: PATRICK DOWLING
                                      ------------------------------------------
                                      Name:  Patrick Dowling
                                      Title: Vice President


                                      HALCYON RESTRUCTURING FUND, L.P.


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



                                      ING BARING (US) CAPITAL LLC,

                                      ACTING AS AGENT FOR
                                         MIDDENBANK CURACAO N.V.



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



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



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


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


                                      BY: /s/: TODD TRAVERS
                                      ------------------------------------------
                                         Name:  Todd Travers
                                         TITLE: SENIOR PORTFOLIO MANAGER

                                       5
<PAGE>


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


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



                                       PAMCO CAYMAN LTD.
                                           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
                                           as Owner Trustee

                                           By: /s/: David A. Vaneskey, Jr.
                                       -----------------------------------------

                                           Name:  David A. Vaneskey, Jr.
                                           Title: Vice President


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

                                       BY: /s/: KIM Z. GOLDEN
                                       -----------------------------------------
                                           Name:  Kim Z. Golden
                                           Title: Managing Director

                                       6
<PAGE>


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



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


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



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



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



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

                                       7
<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

                                       8