ACT Teleconferencing, Inc. – ‘8-K’ for 1/24/01 – EX-2.1

On:  Wednesday, 1/31/01, at 11:42am ET   ·   For:  1/24/01   ·   Accession #:  1021408-1-524   ·   File #:  0-27560

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Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                         3     16K 
 2: EX-2.1      Share Purchase Agreement                              73    278K 
 3: EX-99.1     Press Release                                          2     11K 

EX-2.1   —   Share Purchase Agreement
Exhibit Table of Contents

EX-2.1
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                                                                     Exhibit 2.1
                                                                     -----------

Dated 17 January 2001 

SHARE PURCHASE AGREEMENT  

BY AND BETWEEN  

ACT TELECONFERENCING, INC.  

AND 

DAVID L. HOLDEN & OTHERS  

For Acquisition of 10,000 Shares of 
ACT Teleconferencing Limited  

Faegre Benson Hobson Audley 
7 Pilgrim Street  
London EC4V 6LB 

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TABLE OF CONTENTS 

                                                                [Download Table]

                                                                         Page
                                                                             
ARTICLE I THE PURCHASE AND SALE OF THE SHARES...........................    1

 Section 1.1   General..................................................    1
 Section 1.2   Purchase Price...........................................    1
 Section 1.3   Payment of Purchase Price................................    1
 Section 1.4   Waiver of Pre-emption Rights.............................    2

ARTICLE II COMPLETION...................................................    2

 Section 2.1   Place of Completion......................................    2
 Section 2.2   Date.....................................................    2
 Section 2.3   Completion...............................................    2
 Section 2.4   Shareholders' Agreement..................................    2

ARTICLE III WARRANTIES OF VENDORS.......................................    2

 Section 4.1   Title....................................................    2
 Section 4.2   Authority................................................    2
 Section 4.3   Ordinary Course..........................................    2

ARTICLE IV REPRESENTATIONS AND WARRANTIES OF BUYER......................    3

 Section 4.1   Organization.............................................    3
 Section 4.2   Authorization; Non-Contravention; Approvals..............    3
 Section 4.3   Validity of Notes........................................    3
 Section 4.4   Financial Statements and SEC Filings.....................    3
 Section 4.5   Material Events..........................................    3
 Section 4.6   Issuance of Shares.......................................    4
 Section 4.7   Full Disclosure..........................................    4
 Section 4.8   Rule 144 Reporting.......................................    4

ARTICLE V INVESTMENT INTENT.............................................    4

ARTICLE VI ITEMS TO BE DELIVERED AT COMPLETION..........................    5

 Section 6.1   Completion Obligations...................................    5

ARTICLE VII VALUATION AND DELIVERY OF SHARES OF ACT COMMON STOCK........    5

 Section 7.1   Valuation................................................    5
 Section 7.2   Restricted Securities....................................    5
 Section 7.3   Legend...................................................    5
 Section 7.4   Restrictions on Transfer.................................    6
 Section 7.5   Permitted Transfers......................................    6
 Section 7.6   Piggy-Back Rights........................................    6

ARTICLE VIII DIVIDEND...................................................    7

 Section 8.1   Dividend.................................................    7

ARTICLE IX OTHER PROVISIONS.............................................    7

 Section 9.1   Expenses; Transfer Taxes.................................    7
 Section 9.2   Assignment...............................................    7
 Section 9.3   Further Assurances.......................................    7
 Section 9.5   Non-Disclosure...........................................    7
 Section 9.6   Notices..................................................    8
 Section 9.7   Headings, Table of Contents and Interpretation...........    8
 Section 9.8   Governing Law............................................    9
 Section 9.10  Waiver of Provisions.....................................    9
 Section 9.11  Counterparts.............................................    9
 Section 9.12  Entire Agreement.........................................    9
 Section 9.13  Severability.............................................    9
 Section 9.14  Joint and Several Liability..............................    9
 Section 9.15  Contracts (Rights of Third Parties) Act 1999.............    9

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schedules                                                                     

Schedule 1      -  Vendors and Holden Shares                          
Schedule 6.1    -  Completion formalities                             

EXHIBITS  
--------  

   Exhibit A - Short term secured notes in the principal amount of
                     (Pounds)1,172,000 and secured loan notes in the principal
amount of (Pounds)2,980,000         

Exhibit B - Regulation S Investment Agreement               

Exhibit C - Mortgage of Shares in ACT-Ltd                   

Exhibit D - Variation of D Holden Service Agreement         

Exhibit E - Bank Guarantee                                  

Exhibit F - Buyer's Certificate                             

Exhibit G - Escrow Agreement                                

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SHARE PURCHASE AGREEMENT  

  This SHARE PURCHASE AGREEMENT (the "Agreement") is made as of the 17/th/
day of January 2001, by and between ACT Teleconferencing, Inc., a Colorado      
corporation ("Buyer"), and the persons whose names and addresses are set out in 
column (1) of Schedule 1 (together the "Vendors" and individually a "Vendor").  

 WHEREAS, Vendors are the legal and beneficial owners of 10,000 ordinary
(Pounds)1 shares in the proportions set out against their respective names in   
column (2) of Schedule 1 (the "Holden Shares"), representing 40 percent of the  
issued share capital of ACT Teleconferencing Limited, a private company         
incorporated under the laws of England and Wales with registered number 2707124 
and whose registered office is at 7 Pilgrim Street, London  EC4V 6DR("ACT-Ltd");

WHEREAS, Vendors desire to sell the Holden Shares to Buyer and Buyer  
desires to purchase the Holden Shares from Vendors, all on the terms and subject
to the conditions set forth herein (the "Transaction");                         

     WHEREAS, Buyer is the beneficial owner of 15,000 ordinary (Pounds)1 shares,
representing 60 percent of the issued share capital of ACT-Ltd;                 

IT IS AGREED as follows:                                              

ARTICLE I 
THE PURCHASE AND SALE OF THE SHARES 

    Section 1.1 General.  Upon the terms and subject to the conditions of this
Agreement, Vendors hereby agree to sell to Buyer with full title guarantee all  
the legal and beneficial interest in and free from all liens, charges and       
encumbrances and Buyer in reliance on the warranties contained in Article III   
hereby agrees to purchase the Holden Shares.                                    

     Section 1.2 Purchase Price.  The consideration for the sale to Buyer of the
Holden Shares shall be the sum of (Pounds)6,450,000 (the "Purchase Price").     

Section 1.3 Payment of Purchase Price.  The Purchase Price shall be   
satisfied at Completion (as defined in Article II), as follows:                 

                (a)  Buyer shall pay to the Vendors (Pounds)28,000 in cash, by
      way of electronic transfer for following day value and apportioned
     between the Vendors as set out opposite their respective names in
Schedule 1, column (3);                                     

                 (b)  Buyer shall deliver to Vendors short term secured notes in
          the form of Exhibit A hereto (the "Short Term Notes") in the principal
        amount of (Pounds)1,172,000, and apportioned between them as set out
opposite their respective names in Schedule 1, column (4);  

               (c)  Buyer shall deliver to Vendors secured loan notes in the
       principal amount of (Pounds)2,980,000 in the form of Exhibit A (the
        "Loan Notes") and apportioned between them as set out opposite their
respective names in Schedule 1, column (5);                 

              (d)  Buyer shall deliver to Vendors such number of shares of
          ACT Teleconferencing, Inc. Common Stock, no par value (the "ACT Common
         Stock"), as is set out opposite their respective names in Schedule 1,
column (6) in the value of the U.S. dollar equivalent       
          (Pounds)1,920,000 (as determined in Article VII as at Completion); and

               (e)  Buyer shall pay to David Holden (Pounds)350,000 in cash,
          by way of electronic transfer for following day value in consideration
for him                                                     

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       entering into the Deed of Variation of his Service Agreement in the
form set out at Exhibit D                                   

   Section 1.4 Waiver of Pre-emption Rights.  Each of the Vendors waives any
pre-emption rights he or she may have in relation to any of the Holden Shares   
whether under the articles of association of ACT-Ltd. or otherwise.             

ARTICLE II  
COMPLETION  

Section 2.1 Place of Completion.  The sale and purchase of the Holden 
Shares described in Article I hereof and the other transactions contemplated by 
this Agreement (the "Completion") shall take place at the offices of Faegre     
Benson Hobson Audley (the "Buyer's Solicitors") a multinational partnership, 7  
Pilgrim Street, London, EC4V 6DR England immediately after the signature of the 
Agreement at 4:00 p.m., local time, on January 17, 2000, or such other time and 
date as Vendors and Buyer may mutually agree.                                   

     Section 2.2 Date.  The date on which Completion occurs shall be referred to
in this Agreement as the "Completion Date."                                     

  Section 2.3 Completion.  On Completion the parties shall comply with the
respective obligations under Article VI.                                        

Section 2.4 Shareholders' Agreement.  For the avoidance of doubt the  
shareholders' agreement dated 10 April 1992 made between the Buyer, David Holden
and ACT-Ltd shall terminate and cease to have any effect as at Completion.      

ARTICLE III 
WARRANTIES OF VENDORS 

Vendors warrant to Buyer as follows:                                  

Section 4.1 Title.  There is no option, right of pre-emption, right to
acquire, mortgage, charge, pledge, lien or other form of security or encumbrance
on, over or affecting any of the Holden Shares nor is there any commitment to   
give or create any of the foregoing, and no person has claimed to be entitled to
any of the foregoing.                                                           

  Section 4.2 Authority. Vendors have the requisite power and authority to
enter into and perform this Agreement and any other agreement or instrument     
ancillary hereto to which they or any of them are a party and all such          
agreements and instruments will, when executed, constitute binding obligations  
on Vendors in accordance with their respective terms.                           

   Section 4.3 Ordinary Course. David Holden warrants and undertakes that he
has not in his capacity as a director of ACT-Ltd entered into or committed ACT- 
Ltd to any binding obligation which is outside the ordinary course of the       
business of ACT-Ltd which has not been authorised by the board of directors of  
ACT-Ltd or disclosed to such board or otherwise properly reflected in the books 
and records of ACT-Ltd.                                                         

ARTICLE IV  
REPRESENTATIONS AND WARRANTIES OF BUYER 

Buyer warrants to Vendors as follows:                                 

   Section 4.1 Organization.  Buyer is a corporation duly organized, validly
existing and in good standing under the laws of the State of Colorado, and is   
duly authorized and qualified under all applicable laws, regulations, and       
ordinances of public authorities to carry on its business in the places and in  
the manner now conducted.                                                       

 Section 4.2 Authorization; Non-Contravention; Approvals.  Buyer has the
full legal right, power and authority to enter into this Agreement and to effect
the Transaction. The execution, delivery                                        

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and performance of this Agreement have been approved by the board of directors  
of Buyer. No additional corporate proceedings on the part of Buyer are necessary
to authorize the execution and delivery of this Agreement and the consummation  
by Buyer of the Transaction. This Agreement has been duly and validly executed  
and delivered by Buyer, and, assuming the due authorization, execution and      
delivery by Vendors, constitutes a valid and binding agreement of Buyer,        
enforceable against Buyer in accordance with its terms.                         

  Section 4.3 Validity of Notes.  The Short Term Notes and Loan Notes have
been duly and validly authorized and when issued delivered and sold in          
accordance with this Agreement will have been duly and validly executed,        
authenticated, issued and delivered and will constitute valid and legally       
binding obligations of the Company enforceable against the Company in accordance
with their terms, except as enforceability thereof may be limited by bankruptcy,
insolvency, reorganization, moratorium or other similar laws or equitable       
principles affecting the enforcement of creditors' rights generally.            

   Section 4.4 Financial Statements and SEC Filings.  Buyer has delivered to
Vendors true and complete copies of (i) its annual report on Form 10-K for year 
ended December 31, 1999; (ii) its quarterly reports on Form 10-Q for its fiscal 
quarters ended March 31, June 30 and September 30, 2000; (iii) its proxy        
statements relating to all meetings of the shareholders of Company held since   
January 1, 2000; (iv) all of its other reports filed with the Securities and    
Exchange Commission ("SEC") since January 1, 2000 and (v) registration          
statements filed with the SEC since January 1, 2000. The reports and statements 
so delivered are referred to collectively in this Agreement as the "Buyer SEC   
Filings." As of their respective dates, the Buyer SEC Filings (including all    
exhibits and schedules thereto and documents incorporated by reference therein) 
did not contain any untrue statement of a material fact or omit to state a      
material fact necessary in order to make the statements made, in light of the   
circumstances under which they were made, not misleading. The audited financial 
statements and unaudited interim financial statements of Buyer included or      
incorporated by reference in the Buyer SEC Filings (i) have been prepared in    
accordance with generally accepted accounting principles applied on a consistent
basis during the periods involved (except as may be indicated in the notes      
thereto); (ii) complied as of their respective dates in all material respects   
with applicable accounting requirements and the published rules and regulations 
of the SEC with respect thereto; and (iii) fairly present, in all material      
respects, the financial position of Buyer as of the dates thereof and the income
and cash flows for the periods then ended (subject, in the case of any unaudited
interim financial statements, to normal year-end adjustments).                  

     Section 4.5 Material Events.  Except as disclosed in the Buyer SEC Filings,
and except as expressly contemplated by this Agreement, since the date of the   
most recent audited financial statements including in the Buyer SEC Filings     
there has not been any event, occurrence or development of a state of           
circumstances or facts which has had a material adverse effect on the           
operations, results of operations, assets or financial condition of Buyer's     
business, taken as a whole.                                                     

   Section 4.6 Issuance of Shares.  The shares to be issued pursuant to this
Agreement are duly authorized and, when issued in accordance with the terms     
hereof, shall be validly issued, fully paid and non-assessable.                 

Section 4.7 Full Disclosure.  No representation or warranty of Buyer  
contained in this Agreement contains an untrue statement of material fact or, to
the knowledge of Buyer, omits to state a material fact required to be stated    
therein or necessary to make the statements made, in the context in which made, 
not false or misleading in any material respect when made.                      

Section 4.8 Rule 144 Reporting.  With a view to making available the  
benefits of certain rules and regulations of the Commission that may permit the 
sale of the ACT Common Stock to the public without registration, the Buyer      
agrees to use its best efforts to:                                              

         (a)    Make and keep public information regarding the Buyer available
as those terms are understood and defined in Rule 144 under the 1933 Act (as    
defined below), at all times;                                                   

     (b)    File with the SEC in a timely manner all reports and other
documents required of the Company under the 1933 Act and the Securities Exchange
Act of 1934 (the "1934 Act");                                                   

        (c)    So long as a Vendor owns any ACT Common Stock, furnish to the
Vendor forthwith upon written request a written statement by the Company as to  
its compliance with the reporting                                               

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requirements of Rule 144, and of the 1933 Act and the 1934 Act (at any time     
after it has become subject to such reporting requirements), a copy of the most 
recent annual or quarterly report of the Company, and such other reports and    
documents so filed as a Vendor may reasonably request in availing itself of any 
rule or regulation of the Commission allowing a Vendor to sell any such         
securities without registration.                                                

ARTICLE V 
INVESTMENT INTENT 

Vendors warrant and acknowledge that:                                 

                 (a)   Vendors are not acquiring any of the ACT Common Stock for
         the purpose of immediate resale or disposition in any manner as would
         require registration of the sale of such shares hereunder pursuant to
         Section 5 of the US Securities Act of 1933, as amended, and the rules
  and regulations promulgated thereunder (the "1933 Act") or any
      applicable state securities law, and Vendors acknowledge that such
   shares may not be resold in the absence of registration, or the
         availability of an exemption from registration, under the 1933 Act or
any applicable state securities laws; and                   

      (b)   Each of the Vendors either (i) qualifies as an
          "Accredited Investor" within the meaning of Rule 501(a) promulgated by
     the SEC under the 1933 Act or (ii) if not an accredited investor,
          either alone or with the Vendors' purchaser representative(s) has such
       knowledge and experience in financial and business matters that the
 Vendors are capable of evaluating the merits and risks of the
investment;                                                 

           (c)   Vendors are properly able to evaluate the business,
   history, prospects and capital structure of Buyer and the risks
inherent in ownership of ACT Common Stock; and              

                 (d)   Vendors acknowledge that the issuance of ACT Common Stock
        to Vendors is structured and intended to be exempt from registration
          under the 1933 Act under Regulation D and/or Regulation S, promulgated
under the 1933 Act.                                         

ARTICLE VI
ITEMS TO BE DELIVERED AT COMPLETION 

Section 6.1 Completion Obligations.  At Completion:-                  

                 (i)   Vendors shall deliver or procure to be delivered to Buyer
                  those items set out in Paragraph 1 of Schedule  6.1;

             (ii)  Vendors shall procure that those matters specified in
                 Paragraph 2 of Schedule 6.1 are effected at or with
effect from Completion;           

                 (iii) Buyer shall deliver or procure to be delivered to Vendors
                  or to Nabarro Nathanson, of The Anchorage, 34 Bridge
                      Street, Reading, RG1 2LU (the "Vendors' Solicitors") who
                   shall receive the same as agent for Vendors or any of
                 them (as the case may be) whose receipt shall be an
                       absolute discharge of Buyer and shall be binding upon and
                     conclusive against each of the Vendors, those items set
 out in Paragraph 3 of Schedule 6.1.

ARTICLE VII 
VALUATION AND DELIVERY OF SHARES OF ACT COMMON STOCK  

   Section 7.1 Valuation. For the purpose of computing the U.S. dollar value
of the (Pounds)1,920,000 referred to in Section 1.3(d), that sterling figure    
shall be multiplied by an agreed GB Pounds sterling - U.S. dollar exchange rate 
of US$1.50.  For the purpose of computing the number of Shares of ACT Common    
Stock to be delivered by the Buyer to the Vendors on the Completion Date in     
accordance with Section 1.3                                                     

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(d) hereof, the value of each Share of ACT Common Stock shall be assessed for   
the purpose of this Agreement as being US$ 8.00 per share. Consequently, 360,000
Shares of ACT Common Stock shall be issued to Vendors on Completion.            

     Section 7.2 Restricted Securities.  Vendors acknowledge that the ACT Common
Stock will constitute "restricted securities" as defined under Rule 144 of the  
Securities Act of 1933, namely, they will not be offered or issued in a         
transaction that was registered with the Securities and Exchange Commission     
("SEC") under the Securities Act of 1933.                                       

Section 7.3 Legend.  Vendors acknowledge that the certificate or      
certificates representing Shares of ACT Common Stock will bear a legend to the  
following effect:                                                               

         THE SECURITIES WHICH ARE THE SUBJECT OF THIS INVESTMENT
           AGREEMENT HAVE BEEN ISSUED IN A TRANSACTION WHICH WAS NOT
               REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS
               AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY
              STATE OF THE UNITED STATES, IN RELIANCE ON AN EXEMPTION FROM
               SUCH REGISTRATION REQUIREMENTS, AND MAY NOT BE OFFERED, SOLD,
             OR PLEDGED IN THE UNITED STATES OR TO U.S. PERSONS (AS THAT
           TERM IS DEFINED IN REGULATION S UNDER THE SECURITIES ACT)
           UNLESS THE OFFER, SALE, OR PLEDGE IS REGISTERED UNDER THE
           SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR AN
        EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE
             SECURITIES ACT AND SUCH STATE SECURITIES LAWS IS AVAILABLE.

   Section 7.4 Restrictions on Transfer. So as to maintain an orderly market
in ACT Common Stock, Vendors agree to the following restrictions on the sale,   
transfer or other disposition of the shares of ACT Common Stock issued to them  
pursuant to this Agreement without the prior written consent of Buyer           
(concurrent with the one year restriction imposed by U.S. securities laws):     

(a)  two years from Completion on 33.3 percent of such shares;    

  (b)  three years from Completion on 33.3 percent of such shares; and

(c)  four years from Completion on 33.4 percent of such shares.   

   Section 7.5 Permitted Transfers. Notwithstanding Section 7.4 and provided
always that the proposed transfer does not infringe any applicable US securities
laws, Buyer will not unreasonably withhold or delay its consent to the transfer 
of any shares of ACT Common Stock by any of the Vendors to a Permitted          
Transferee. For these purposes, a "Permitted Transferee" means:-                

(i)    the husband or wife of such Vendor and all the lineal descendants and    
      ascendants in direct line of such Vendor and the brothers and sisters of
such Vendor and their lineal descendants (a "Family Member"); or  

(ii)   the trustee(s) of a trust under which no immediate beneficial interest in
any of the shares in question is at any time during the relevant  
    restriction periods under Section 7.4 to be vested in any person other
than that Vendor and/or a Family Member of that Vendor (a "Family 
Trust");                                                          

(iii)  a company which is and is to remain during the relevant restriction      
       periods under Section 7.4 controlled (as such expression is defined under
 Section 416 of the Income & Corporation Taxes Act 1988) by a Family
Member or the trustee(s) of a Family Trust; or                    

(iv)   any third party with whom any of the Vendors wishes to enter into any    
  hedging transaction in relation to any of their shares of ACT Common
Stock.                                                            

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    Section 7.6 Piggy-Back Rights.  Subject always to the foregoing provisions
of this Article VII Vendors shall have "piggy-back" rights in relation to their 
shares of ACT Common Stock in respect of any underwritten public offering of ACT
Common Stock (other than offerings in connection with stock options and/or      
benefit plans) and subject always to any limitations imposed by the underwriter 
to such offerings at the underwriter's discretion.                              

ARTICLE VIII  
DIVIDEND  

   Section 8.1 Dividend. The Parties acknowledge that a pre-sale dividend of
(Pounds)5.74 per share amounting to (Pounds)143,500 has been declared and       
payment arrangements made resulting in a dividend payable to Mr David Holden of 
(Pounds)57,400 and to Buyer of (Pounds)86,100 (the "Pre-Sale Dividend").        
Immediately following Completion, the parties shall procure that a meeting of   
the board of directors of ACT-Ltd is held at which the directors shall resolve  
to declare and pay a post-sale dividend of (Pounds)43.26 a share to Buyer       
amounting to (Pounds)1,081,500 in total in respect of the 25,000 ordinary shares
of (Pounds)1 each in ACT-Ltd beneficially owned by Buyer (the "Post Sale        
Dividend"). Buyer hereby acknowledges receipt of (Pounds)750,000 which has been 
remitted by ACT-Ltd by bank transfer to Buyer's account with Barclays Bank Plc, 
Reading and (Pounds)410,250 which has been remitted by ACT-Ltd by bank transfer 
to Buyer's Solicitors client account, in part satisfaction of its entitlement to
Pre-Sale Dividend and Post-Sale Dividend and confirms that the balance of the   
Pre-Sale dividend and the Post-Sale Dividend due to it of (Pounds)7,350 should  
remain with ACT-Ltd until payment is demanded by Buyer. Buyer hereby authorises 
Buyer's Solicitors to remit from the sum of (Pounds)410,250 and any further     
amounts held by them on their client account on Buyer's behalf,:-               

    8.1.1  (Pounds)28,000 to Vendors' Solicitors by bank transfer in
           satisfaction of Buyer's payment obligations under Section
1.3(a); and                                   

     8.1.2  (Pounds)350,000 to Vendors' Solicitors by bank transfer in
           satisfaction of Buyer's payment obligations under Section
1.3(e); and                                   

         8.1.3  (Pounds)32,260 to the Stamp Office for the purpose of stamping
                the transfers of the shares in ACT-Ltd acquired by Buyer under
this Agreement                                

ARTICLE IX  
OTHER PROVISIONS  

   Section 9.1 Expenses; Transfer Taxes.   Each of the parties shall pay its
own legal, accountancy and other professional or brokerage costs, charges and   
expenses connected with the negotiation, preparation and implementation of this 
Agreement and any agreements entered into in connection therewith.              

   Section 9.2 Assignment.  The rights created by this Agreement shall inure
to the benefit of, and the obligations created hereby shall be binding upon, the
successors, heirs and permitted assigns of the respective parties hereto. This  
Agreement and any rights or obligations thereunder may not be assigned or       
transferred by Buyer or Vendors in whole or in part without the prior written   
consent of the other party hereto.                                              

     Section 9.3 Further Assurances.  Each party hereto will execute and deliver
all such instruments and take all such actions as are called for by this        
Agreement, and all such instruments and actions that the other party shall      
reasonably request in connection with carrying out and effecting the intent and 
purpose hereof and all transactions and undertakings contemplated by this       
Agreement, including, without limitation, the execution and delivery of any and 
all reasonably necessary confirmatory documents and other instruments in        
addition to those to be delivered on Completion Date, and any and all actions   
which may reasonably be necessary to complete the transactions contemplated     
hereby.                                                                         

Section 9.5 Non-Disclosure. Buyer and Vendors shall each refrain from 
disclosing (and shall prevent each person under such party's control from       
disclosing) to anyone (other than Buyer, Vendors and (as applicable) their      
respective shareholders, directors, officers, solicitors, attorneys, and        
accountants) this Agreement or any term or provision hereof, except that each   
party may make such disclosure (if any) (i) to                                  

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which each other party hereto has consented in writing (such consent not to be  
unreasonably withheld or delayed), (ii) that is required by law or (iii) that is
reasonably necessary in order to enforce this Agreement.                        

  Section 9.6 Notices.  Any notices to be served hereunder shall be deemed
sufficiently given by one party to another only if in writing and if and when   
delivered or tendered by personal delivery or as of five business days after    
deposit by Buyer in the United States Mail or as of two business days after     
sending by Vendors or Buyer by first class recorded delivery post, with postage 
prepaid (airmail postage if addressee is in another country); 24 hours after    
deposit with an overnight courier; or two hours after confirmation of delivery  
by facsimile, addressed as follows:                                             

If to Vendors, to:    David L. Holden         
         41 Kingsend
     Ruislip
               Middlesex HA4 7DD

With a copy to:    Nabarro Nathanson          
           The Anchorage
              34 Bridge Street
             Reading RG1 2LU
     England
                     Attention: Barry Maytum
                Fax: 0118 952 5640

  If to Buyer, to:      ACT Teleconferencing, Inc.
                            1658 Cole Boulevard, Suite 130
                        Golden, Colorado 80401 USA
                              Attention: Gavin J. Thomson, CFO
                 Fax: (303) 233-0895

With a copy to:    Faegre Benson Hobson Audley
              7 Pilgrim Street
             London EC4V 6DR
     England
                     Attention: Edward Hoare
                Fax: 020 7450-4544

or to such other address as the party addressed shall have previously designated
by written notice to the serving party, given in accordance with this Section   
9.6.  A notice not given as provided above shall, if it is in writing, be deemed
given if and when actually received by the party to whom it is given.  Any party
may unilaterally change any one or more of the addresses to which a notice to   
the party or its representative is to be delivered or mailed, by written notice 
to the other party hereto given in the manner stated above.                     

In proving service of a notice or document it shall be sufficient to prove that 
delivery was made or that the envelope containing the notice or document was    
properly addressed and posted as a prepaid first class recorded delivery letter 
or that the facsimile message was properly addressed and dispatched as the case 
may be.                                                                         

  Section 9.7 Headings, Table of Contents and Interpretation. The headings
contained in this Agreement and the table of contents hereof are for convenience
of reference only and neither the headings nor the table of contents shall be   
considered a part of this Agreement or used to construe any provision hereof.   
Any reference to an enactment (or subordinate legislation or any rule made by a 
local authority and having the effect of law) is a reference to it as amended   
and includes a reference to any repealed enactment which it may re-enact with or
without amendment. Unless there is something in the subject or context          
inconsistent therewith, words importing the singular include the plural and vice
versa; words importing any gender shall include all genders; and words importing
individuals shall include corporations or unincorporated bodies of persons and  
partnerships.                                                                   

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   Section 9.8   Governing Law. This Agreement and any dispute arising under
or in connection with it shall be construed and enforced in accordance with, and
governed by, English law and the parties hereby submit to the non-exclusive     
jurisdiction of the English courts.                                             

 Section 9.10  Waiver of Provisions. Compliance with any term, covenant,
representation, warranty, or condition of this Agreement may be waived only by a
written instrument executed by the party waiving compliance. No waiver by any   
party of any condition or any breach of any provision, term, covenant,          
representation, or warranty contained in this Agreement, whether by conduct or  
otherwise, in any one or more instances shall be deemed to be or construed as a 
further or continuing waiver of any such condition or of the breach of any other
provision, term, covenant, representation or warranty. Notwithstanding any rule 
of law or equity to the contrary any release, waiver or compromise or any other 
arrangement of any kind whatsoever which Buyer may agree to or effect as regards
one Vendor in connection with this Agreement shall not affect the rights and    
remedies of Buyer as regards the other Vendors.                                 

     Section 9.11  Counterparts. This Agreement may be executed in any number of
counterparts, and all counterparts so executed shall constitute one and the same
agreement, binding on the parties hereto, notwithstanding that the parties are  
not signatory to the same counterpart.                                          

     Section 9.12  Entire Agreement. This Agreement, together with all Schedules
and Exhibits hereto and the instruments that are executed and if applicable     
delivered pursuant hereto, constitutes the entire agreement between the parties 
relating to the subject matter hereof and supersedes and cancels any and all    
prior agreements and understandings, written or oral, relating to the subject   
matter hereof, and may not be amended or modified except in writing signed by   
all parties hereto.                                                             

Each of the parties acknowledges that in agreeing to enter into this Agreement  
it has not relied on any representation, warranty, collateral contract or other 
assurance (except those set out in this Agreement and the documents referred to 
in it) made by or on behalf of any other party before the signature of this     
Agreement.  Each of the parties waives all rights and remedies which, but for   
this clause, might otherwise be available to him in respect of any such         
representation, warranty, collateral contract or other assurance, provided that 
nothing in this clause shall limit or exclude any liability for fraud.          

Section 9.13  Severability. If any provision of this Agreement is held
unlawful or unenforceable in any respect, such illegality or unenforceability   
shall not affect any other provision and this Agreement shall be construed as if
the unlawful or unenforceable provision were not included herein.               

    Section 9.14  Joint and Several Liability. References under this Agreement
to the Vendors includes each Vendor severally and the obligations of the Vendors
under this Agreement and any instruments that are executed and if applicable    
delivered pursuant hereto shall be joint and several obligations.               

Section 9.15  Contracts (Rights of Third Parties) Act 1999. Save as   
expressly provided in this Agreement, the parties do not intend any term of this
Agreement to be enforceable pursuant to the Contracts (Rights of Third Parties) 
Act 1999.                                                                       

       IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the day and year first above written.                           

                BUYER:

                                    ACT TELECONFERENCING, INC.

                                  By: /s/ Charles T. Stout
                                             -----------------------------
                                       Its Assistant Secretary
                                             -----------------------------

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        VENDORS:

                   /s/ David L. Holden
                                    ------------------------------------
                                     David L. Holden

                         /s/ Leonard Walter Holden
                                    ------------------------------------
                                           Leonard Walter Holden

                      /s/ Ronald Neil Holden
                                    ------------------------------------
                                        Ronald Neil Holden

               /s/ June Holden
                                    ------------------------------------
                                 June Holden

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SCHEDULE 1  
----------  

Vendors and Holden Shares 

                                                        [Enlarge/Download Table]

       (1)                   (2)                   (3)                 (4)              (5)                (6)        

     Vendors            Shareholding        Cash Consideration   Short Term Notes    Loan Notes       ACT Common Stock
     -------            ------------        ------------------   ----------------    ----------       ----------------
                                                                                                                      
David Holden           9,700 (Pounds)1        (Pounds)7000      (Pounds)1,136,840  (Pounds)2,890,600       349,200    
41 Kingsend,           Ordinary Shares                                                                                
 Ruislip,                                                                                                             
 Middlesex HA4 7DD                                                                                                    

Leonard Walter          100 (Pounds)1         (Pounds)7000         (Pounds)11,720   (Pounds)29,800          3,600     
 Holden                Ordinary Shares                                                                                
34 Bower Hall                                                                                                         
 Drive, Steeple                                                                                                       
 Dumstead, nr                                                                                                         
 Haverhill,                                                                                                           
 Suffolk CB9 7ED                                                                                                      

Ronald Neil Holden      100 (Pounds)1         (Pounds)7000         (Pounds)11,720   (Pounds)29,800         3,600      
15 Columba Drive,      Ordinary Shares                                                                                
 Leighton Buzzard,                                                                                                    
 Bedfordshire LU7                                                                                                     
 8YN                                                                                                                  

June Holden             100 (Pounds)1         (Pounds)7000         (Pounds)11,720   (Pounds)29,800        3,600       
15 Columba Drive,      Ordinary Shares                                                                                
 Leighton Buzzard,                                                                                                    
 Bedfordshire LU7                                                                                                     
 8YN                                                                                                                  
                    ----------------------                                               =====================        
                       10,000 (Pounds)1                                                   360,000 Fully Paid          
                       Ordinary Shares                                                    and Non-Assessable          
                    ---------------------                                                  Shares of No Par           
                    ======================                                                Value Common Stock          
                                                                                         --------------------         
                                                                                         =====================        

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SCHEDULE 6.1  

COMPLETION FORMALITIES  

1.   Items To Be Delivered By Vendors                                           

    At Completion Vendors shall deliver or procure to be delivered to Buyer or
Buyer's Solicitors: (save for the items referred to in paragraph 1.1 and 1.2    
below which will be delivered to the Vendor's Solicitors in accordance with the 
provisions of the documents referred to in paragraphs 1.5 and 1.6 below)        

1.1  duly executed transfers into the name of Buyer in respect of the 
Holden Shares;                                                                  

    1.2  share certificates representing the Holden Shares (or an indemnity in
a form satisfactory to the Buyer in respect of any missing certificates);       

1.3  any other documents which may be necessary to give good legal and
beneficial title to the Holden Shares (including any power of attorney under    
which any document required to be delivered under this paragraph 1 has been     
executed or signed);                                                            

1.4  if not already in the possession or under control of Buyer, the  
certificates of incorporation, the certificates of incorporation on change of   
name, the common seals, all minute books, share registers and share certificate 
books of ACT-Ltd if not already in Buyer's possession;                          

 1.5  the Mortgage of Shares in respect of the Holden Shares in the form
annexed as Exhibit C duly signed by Vendors;                                    

1.6  the Escrow Agreement in respect of the Holden Shares in the form 
annexed as Exhibit G duly signed by Vendors' Solicitors;                        

   1.7. the Variation of D Holden's Service Agreement in the form annexed as
Exhibit D duly signed by Mr David Holden                                        

     1.8  the Regulation S Investment Agreement in the form annexed as Exhibit B
duly executed by each of the Vendors;                                           

1.9  a copy of the board minutes referred to in paragraph 2 below.    

     1.10 The Short Term Notes in the form annexed as Exhibit A duly executed by
Vendors                                                                         

1.11 The Loan Notes in the form annexed as Exhibit A duly executed by 
Vendors                                                                         

2.   Matters To Be Procured By Vendors                                          

2.1  At Completion the Vendors shall procure that a meeting of the    
directors of ACT-Ltd is held at which it is resolved that:-                     

      2.1.1  ACT-Ltd shall approve for registration the transfers of the
Holden Shares to Buyer (subject only to their being duly stamped);              

 2.1.2  Act-Ltd shall approve and authorise the signing of the
Variation of D Holden's Agreement in the form annexed as Exhibit D.             

3.   Items to Be Delivered by Buyer                                             

      At Completion Buyer shall deliver or procure to be delivered to Vendors or
the Vendors' Solicitors whose receipt shall be an absolute discharge of Buyer   
and shall be binding upon and conclusive against each of the Vendors;           

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   3.1  Cash in the sum of (Pounds)28,000 in accordance with Section 1.3(a);

     3.2. The Short Term Notes in the form annexed as Exhibit A duly executed by
Buyer totaling (Pounds)1,172,000 as further provided in Section 1.3(b);         

     3.3. The Loan Notes in the form annexed as Exhibit A duly executed by Buyer
totaling (Pounds)2,980,000 as further provided in Section 1.3(c);               

3.4  360,000 Shares of ACT Common Stock in the value of US Dollar     
equivalent (Pounds)1,920,000 as determined in accordance with Article VII;      

3.5  Cash in the sum of (Pounds)350,000 payable to David Holden in    
accordance with Section 1.3(e);                                                 

    3.6  The Mortgage of Shares in the form annexed as Exhibit C duly executed
by Buyer;                                                                       

   3.7  The Bank Guarantee in the form annexed as Exhibit E duly executed by
Barclays Bank PLC;                                                              

     3.8  The Buyer's Certificate in the form annexed as Exhibit F duly executed
by company secretary of Buyer                                                   

   3.9  The Variation of D Holden's Service Agreement in the form annexed as
Exhibit D duly signed by ACT-Ltd                                                

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Exhibit A 
--------- 

Short Term Notes and Loan Notes 
------------------------------- 

DATED                                  17 JANUARY 2001  
------------------------------------------------------  

ACT TELECONFERENCING, INC.  

------------------------------------------------------  
INSTRUMENT CONSTITUTING (Pounds)1,172,000 
CONVERTIBLE SECURED A LOAN NOTES AND (Pounds)2,980,000  
CONVERTIBLE SECURED B LOAN NOTES  
------------------------------------------------------  

Nabarro Nathanson 
The Anchorage 
34 Bridge Street  
Reading 
RG1 2LU 

Tel: 0118 950 4700  

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CONTENTS  

                                                                [Download Table]

Clause                   Subject matter                                    Page
                                                                               
 1.  INTERPRETATION.......................................................    1
 2.  AMOUNT OF NOTES......................................................    3
 3.  REPAYMENT OF NOTES...................................................    3
 4.  INTEREST.............................................................    4
 5.  CERTIFICATES.........................................................    4
 6.  COVENANTS............................................................    4
 7.  EVENTS OF DEFAULT....................................................    7
 8.  THE REGISTER.........................................................    8
 9.  TITLE TO NOTES.......................................................    8
10.  TRANSFERS OF NOTES...................................................    9
11.  DEATH OR BANKRUPTCY OF A NOTEHOLDER..................................    9
12.  NOTICES..............................................................    9
13.  VARIATION OF RIGHTS AND MEETINGS OF NOTEHOLDERS......................   10
14.  RE-ISSUES............................................................   10
15.  MORTGAGE.............................................................   10
16.  SET OFF..............................................................   11
17.  THE SCHEDULES........................................................   11
18.  GOVERNING LAW........................................................   11
SCHEDULE 1................................................................   12
SCHEDULE 2 - CONVERSION RIGHTS AND NOTICE OF CONVERSION...................   13
SCHEDULE 3 - DEED OF GUARANTEE............................................   17

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LOAN NOTE INSTRUMENT  

DATE           17 JANUARY 2001                                                  

BY             ACT TELECONFERENCING, INC. ("Company"), a corporation organised  
           and existing under the laws of the State of Colorado with its
   principal place of business at Golden, Colorado, USA.

WHEREAS by a resolution of the Board (being duly empowered in that behalf by the
Company's Bye-laws) passed on the fifth day of January 2001 the Company has     
created (Pounds)1,172,000 convertible A loan notes and (Pounds)2,980,000        
convertible secured B loan notes to be constituted in the manner following, to  
be guaranteed by Barclays Bank PLC in accordance with the Guarantee (as defined 
below) and to be issued in connection with the acquisition by the Company of    
10,000 ordinary shares of (Pounds)1 each in the capital of ACT Teleconferencing 
Limited ("Subsidiary"), a company registered in England and Wales with          
registered number 2707124, representing 40 per cent of its issued share capital,
pursuant to a share purchase agreement dated the same date as this instrument   
between the Noteholders (1) and the Company (2).                                

IT IS DECLARED AS FOLLOWS:                                                      

1.   INTERPRETATION                                                             

1.1  In this instrument and the Schedules hereto the following expressions shall
have the following meanings unless the context otherwise requires:    

"Additional Notes"                                                    

            means such further amount or amounts of guaranteed loan notes as may
         be issued on exercise by any Noteholder of the Conversion Rights;

"A Notes"                                                             

           means the (Pounds)1,172,000 convertible secured A loan notes of the
          Company constituted by this instrument or, as the case may be, the
          amount of those A Notes for the time being issued and outstanding,
      to be issued to the Noteholders pursuant to Article 1, Section
1.3(a) of the Share Purchase Agreement;                 

"B Notes"                                                             

           means the (Pounds)2,980,000 convertible secured B loan notes of the
          Company constituted by this instrument or, as the case may be, the
          amount of those B Notes for the time being issued and outstanding,
      to be issued to the Noteholders pursuant to Article 1, Section
1.3(b) of the Share Purchase Agreement;                 

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"Board"                                                               

           means the Board of Directors for the time being of the Company or a
committee thereof;                                      

"Conversion Rights"                                                   

 means the conversion rights set out in Schedule 2 to this
instrument;                                             

"Group Company"                                                       

         means each of the Company and every subsidiary or holding company
           for the time being of the Company and every subsidiary for the time
       being of any such holding company and "subsidiary" and "holding
     company" shall have the respective meanings ascribed to those
expressions by section 736 of the Companies Act 1985;   

"Guarantee"                                                           

            means the guarantee of Barclays Bank PLC dated the same date as this
   instrument substantially in the form set out in Schedule 3;

"Net Worth"                                                           

at any time means the aggregate at such time of:        

        (i)   the amounts paid up, or credited as paid up, on the issued
share capital of the Subsidiary;            

      (ii)  any credit balance on the profit and loss account of the
Subsidiary; and                             

        (iii) any amount standing to the credit of any other capital and
                  revenue reserves of the Subsidiary including any share premium
account and capital redemption reserve;     

          less the aggregate at such time of any debit balance on the profit
and loss account of the Subsidiary;                     

"Notes"                                                               

means, together, the A Notes and the B Notes;           

"Noteholders"                                                         

            means the several persons whose names are for the time being entered
 in the Register as the holder or holders of the Notes and
"Noteholder" means any one of them;                     

"Register"                                                            

          means the register of the holders of the Notes to be maintained by
the Company;                                            

"Repayment"                                                           

           includes redemption and vice versa and the words "repay", "redeem",
   "repayable", "redeemable", "repaid" and "redeemed" shall be
construed accordingly;                                  

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"Share Purchase Agreement"                                            

          means an agreement dated the same date as this instrument, between
     the Noteholders (1) and the Company (2) pursuant to which the
     Noteholders have agreed to sell and the Company has agreed to
           purchase 40 per cent of the issued share capital of the Subsidiary;

1.2  Words denoting the singular number only shall include the plural number    
also and vice versa.                                                  

1.3  Words denoting the masculine gender only shall include the feminine gender 
also.                                                                 

1.4  Words denoting persons only shall include corporations.                    

1.5  Subject as aforesaid any word or expression defined in the Companies Act   
  1985 shall if not inconsistent with the subject or context bear the same
meaning in this instrument and in the Schedules hereto.               

2.   AMOUNT OF NOTES                                                            

2.1  The aggregate principal amount of the A Notes constituted by this          
     instrument is limited to (Pounds)1,172,000 and will be issued in registered
  form in denominations of (Pounds)1 in accordance with Article 1, Section
    1.3(a) of the Share Purchase Agreement.  All of the A Notes will rank pari
passu equally and rateably without discrimination or preference.      

2.2  The aggregate principal amount of the B Notes constituted by this          
     instrument is limited to (Pounds)2,980,000 and will be issued in registered
  form in denominations of (Pounds)1 in accordance with Article 1, Section
    1.3(b) of the Share Purchase Agreement.  All of the B Notes will rank pari
passu equally and rateably without discrimination or preference.      

2.3  The Notes are convertible by and at the sole option of the Noteholders in  
whole or in part in accordance with the Conversion Rights.            

3.   REPAYMENT OF NOTES                                                         

3.1  The Company hereby covenants that unless and to the extent previously      
  converted under the Conversion Rights or redeemed or repaid under any of
  the provisions of this instrument, the A Notes will be repaid in full at
 par by telegraphic transfer to such bank account as is nominated by the
  respective Noteholder, together with accrued interest in accordance with
clause 4, on 6 April 2002.                                            

3.2  The Company hereby covenants that unless and to the extent previously      
  converted under the Conversion Rights or redeemed or repaid under any of
     the provisions of this instrument, the B Notes will be repaid in four equal
 tranches of (Pounds)745,000 at par by telegraphic transfer to such bank
     account as is nominated by the respective Noteholder, together with accrued
interest in accordance with clause 4, on 31 December 2002, 31 December
2003, 31 December 2004 and 31 December 2005 respectively (or nearest  
business day).                                                        

3.3  Each Noteholder shall be entitled to require the whole or any part of the A
Notes for the time being held by him to be repaid at par in integral  
amounts of (Pounds)10,000 (or in the total amount of that Noteholder's
    holding of A Notes if the principal is less than (Pounds)10,000), together
    with accrued interest in accordance with clause 4, at any time on or after
31 December 2001.                                                     

3.4  The respective Noteholder shall exercise his right pursuant to clause 3.3  
 by giving at least 14 days' written notice (accompanied by the relative
   loan note certificate) to the Company at its registered office, following
     which the Company shall immediately repay all or any part of the Notes held
 by him as specified in the written notice at par, together with accrued
   interest.  A notice of redemption given to the Company in accordance with
this clause shall be irrevocable.                                     

3.5  Each Noteholder shall have the right on giving three months' written notice
   (accompanied by the relative loan note certificate) to the Company at its
    registered office, to require the immediate repayment of all the Notes for
   the time being held by him, if a third party (not holding Shares in it at
     the date of this instrument) acquires control of the Company or its holding
 company (as defined in section 736 of the Companies Act 1985).  For the
purposes of                                                           

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    this instrument a third party acquires control of the Company if the third
   party directly or indirectly owns or controls more than 50% of the voting
stock of the Company.                                                 

4.   INTEREST                                                                   

4.1  The Company shall pay to the Noteholders interest (less any tax which the  
   Company is required by law to deduct from such interest) on the principal
amount of the A Notes for the time being held by them until they are  
   redeemed or repaid at the rate (as well after as before any judgement) of
10 per cent per annum, such interest to be paid by equal monthly      
instalments in arrears on the first day of each month by telegraphic  
    transfer to such bank account as is nominated by each Noteholder and being
     calculated in respect of the quarters (or any less period since the date of
issue of the relevant amount of the A Notes) ending on those dates.   

4.2  If the A Notes shall not be repaid in full on 6 April 2002 in accordance   
     with clause 3.1, interest shall continue to accrue and the rate of interest
payable shall immediately increase to 11 per cent per annum and shall 
 increase by a further 1 per cent per annum every six months thereafter.

4.3  The Company shall pay to the Noteholders interest (less any tax which the  
     Company is required by law to deduct from such interest) on the outstanding
    principal amount of the B Notes for the time being held by them until they
    are redeemed or repaid at the rate (as well after as before any judgement)
of 7 per cent per annum, such interest to be paid by equal quarterly  
  instalments in arrears on 1 March, 1 June, 1 September and 1 December in
   each year by telegraphic transfer to such bank account as is nominated by
 each Noteholder and being calculated in respect of the quarters (or any
    less period since the date of issue of the relevant amount of the B Notes)
ending on those dates.                                                

4.4  If any tranche of B Notes shall not be repaid in full on the dates set out 
   in clause 3.2, interest shall continue to accrue and the rate of interest
payable shall immediately increase to 8 per cent per annum and shall  
increase by a further 1 per cent per annum every 12 months thereafter.

4.5  For the avoidance of doubt, if any interest payable on the A Notes and the 
B Notes is not paid on the due dates set out in clauses 4.1 and 4.3   
    respectively, interest shall immediately be payable on the interest due at
    the rate of interest due on the principal amount then outstanding of the A
Notes and B Notes, as appropriate, and shall thereafter escalate in   
accordance with clauses 4.2 and 4.4, as appropriate.                  

4.6  The Company shall if any deduction is required to be made by law against   
  any interest or sum due under this instrument on account of tax pay such
amount as may be required by law to be deducted to the authorities and
  deliver a certificate of deduction to the Noteholders and shall pay such
additional amounts as may be necessary to ensure that the Noteholders 
receive a net amount equal to the full amount which they would have   
received had payment not been subject to tax.                         

5.   CERTIFICATES                                                               

5.1  Each Noteholder shall be entitled without payment to receive one           
     certificate for the A Notes and one certificate for each tranche of B Notes
 held by him in each case stating the amount of the A or B Notes held by
him, as appropriate, provided that joint holders of Notes will only be
 entitled to receive one certificate in respect of Notes held jointly by
     them and delivery of a certificate to one of several joint holders shall be
sufficient delivery to all.                                           

5.2  The certificates for the Notes shall be created as deeds by the Company and
     shall be in the form or substantially in the form set out in Schedule 1 and
    have endorsed thereon the Conversion Rights. The Company shall comply with
the provisions of this instrument, the certificates and the Conversion
 Rights and the Notes shall be issued and held subject to the Conversion
    Rights which shall be binding upon the Company and the Noteholders and all
persons claiming through or under them respectively.                  

6.   COVENANTS                                                                  

6.1  The Company covenants whilst any of the Notes remains outstanding:         

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6.1.1  to perform and observe and to procure the Subsidiary to perform and      
     observe the following provisions of this clause and forthwith to notify
  the Noteholders in writing of any matter or thing which may arise or
     become known to it which is a breach of or inconsistent with any of the
said provisions and of any event of default pursuant to clause 7; 

6.1.2  that the Company will provide the Noteholders with copies of the audited 
     consolidated balance sheets and profit and loss accounts of the Company
and the Subsidiary and copies of all notices of general meetings  
       (including the terms of all resolutions to be moved thereat and documents
  accompanying such notices) not later than the date on which the same
ought to be sent to the members of the Company or the Subsidiary; 

6.1.3  that each of the Company and the Subsidiary shall carry on and conduct   
    its business in a proper manner and no alteration in the nature of the
       business of the Subsidiary (whether by acquisition or otherwise) shall be
   made without the prior written consent of the Noteholders pursuant to
clause 13 (such consent not to be unreasonably withheld);         

6.1.4  that the Company and the Subsidiary shall pay and discharge as they fall 
    due all debts and other obligations of the Company and the Subsidiary;

6.1.5  that the Subsidiary shall not without the prior written consent of the   
     Noteholders pursuant to clause 13 sell transfer or otherwise dispose of
    the whole (or except in the ordinary course of business) a substantial
   part of its undertaking property assets or rights whether by a single
transaction or a number of transactions related or not;           

6.1.6  that each of the Company and the Subsidiary shall maintain such          
    insurances as are normally maintained by prudent companies carrying on
similar businesses and will duly pay all premiums and other moneys
      necessary for effecting and keeping up such insurances within seven days
after the same becoming due;                                      

6.1.7  that to the extent that any trading revenues sourced or obtained by the  
Company outside the UK arise out of activities performed by the   
    Subsidiary in the UK, the Company shall pay to the Subsidiary transfer
     prices calculated at the direct product/variable cost to the Subsidiary
      together with an uplift of 10% which arrangement shall be deemed to have
taken effect from 1 January 2000 and all transactions between the 
 Subsidiary and the Company shall be on a proper arm's length basis;

6.1.8  that if the Company shall remain in default of any payment under any of  
   the Notes (whether of principal or interest) for a period of 6 months
     from the date when that payment was due, the Noteholders shall have the
     right forthwith to appoint such number of directors to the board of the
   Subsidiary as shall give the Noteholders control of the board and the
  Company shall take all actions as a shareholder in the Subsidiary to
procure that appointment;                                         

6.1.9  that in respect of any dividend declared from time to time by the        
     Subsidiary in favour of the Company, the Company shall only be paid 60%
of such dividend and the remaining 40% of such dividend shall be  
deposited in a bank account held in London in the sole name of the
     Company, such bank account to be subject to a first ranking charge over
    cash in favour of the Noteholders and in a form reasonably required by
the Noteholders;                                                  

6.1.10 to procure that the Subsidiary shall pay to the Company an annual royalty
       of 3% of all revenue earned by the Subsidiary (other than revenues earned
  by the Subsidiary in relation to Concert) in respect of intellectual
property owned by the Company and used by the Subsidiary;         

6.1.11 that all indebtedness between the Company (or any of its subsidiaries    
      other than the Subsidiary) and the Subsidiary shall be settled quarterly
on the last day of January, April, July and October of each year, 
 commencing with the quarter ending March 2001. For the avoidance of
    doubt, if the Company implements Actor or any other software which has
not been developed by the Subsidiary and the Subsidiary uses such 
      software, the Subsidiary shall pay to the Company 30% of the total costs
of development and implementation of such software and 30% of the 
      accumulated and ongoing financing costs, such costs to be amortised on a
straight line basis over a period of five years                   

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      commencing on the date when the Subsidiary first uses the software and
      shall not be paid until full and final repayment of all the Loan Notes
then outstanding has been made;                                 

6.1.12  that all payments (other than the payment by the Subsidiary to the      
        Company set out in Clause 6.1.10 above and, subject to the prior consent
       of the Noteholders, any other payments by the Subsidiary to the Company
     in connection with cost sharing programmes that substantially benefit
    the Subsidiary), adjustments of balances and inter-company transfers
    between the Company and the Subsidiary shall be limited so as not to
  reduce the annual audited net after tax profit growth rates of the
     Subsidiary to below 20% for the financial year ended 31 December 2000
        (on an after tax profit base of 31 December 1999) and for all subsequent
financial years; and                                            

6.1.13  that all business conducted in the UK by the Company or by any other of 
       its subsidiaries (including the Subsidiary) shall be for the benefit of
    the Subsidiary and such business shall not be diverted away from the
Subsidiary.                                                     

6.2     The Company covenants that whilst any of the Notes remains outstanding, 
     the Subsidiary will not, without the prior consent of the Noteholders
pursuant to Clause 13:                                          

6.2.1   vary the emoluments of any of its directors (outside annual increases in
line with the sector);                                          

6.2.2   enter into any service agreement with any employee or director which is 
    terminable by payment of compensation of more than 3 months' notice;

6.2.3   enter into or materially vary any contract or arrangement (whether      
     legally binding or not) with any of the directors or any shareholder;

6.2.4   incur any material expenditure or liability of a capital nature         
      (including, for this purpose, the acquisition of any asset under lease
     or hire purchase) except in respect of office machinery and equipment
      reasonably required in the ordinary course of business or as otherwise
agreed in the agreed business plan;                             

6.2.5   enter into any material contract or arrangement out of the ordinary     
course of business;                                             

6.2.6   pay any remuneration or expenses to any person other than as proper     
remuneration for work done or services provided or as proper    
    reimbursement for expenses incurred in connection with its business;

6.2.7   give any guarantee, indemnity or security in respect of the obligations 
of any other person;                                            

6.2.8   create or allow to subsist any lien, charge, or other encumbrance over  
    any of its assets other than in connection with normal asset finance
   arrangements entered into in the ordinary course of business by the
       Subsidiary (including, without limitation, retention of title clauses);

6.2.9   incur any indebtedness in excess of (Pounds)50,000 in the aggregate     
      outstanding which is in addition to that existing on completion of the
Share Purchase Agreement or vary the terms and conditions of any
  borrowings or bank mandates which exist on completion of the Share
Purchase Agreement;                                             

6.2.10  lend any money to any person (other than by way of deposit with the bank
        or other financial institution) or grant any credit to any person except
to its customers in the normal course of business;              

6.2.11  sell, transfer, lease, license or in any other way dispose of any of its
assets otherwise than in the ordinary course of business; or    

6.2.12  factor or assign any of its book debts.                                 

6.2.13  issue, allot, redeem, purchase or grant option over any of its shares or
other securities or reorganise its share capital in any way;    

6.2.14  delete, add to, make any material alteration or variance to the         
   provisions of its Memorandum or Articles of Association or pass any
resolution for winding up;                                      

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6.2.15  acquire or make any investment in another company or business;          

6.2.16  change the nature or scope of its business as carried on for the time   
       being or commence any new business not being ancillary or incidental to
such business;                                                  

6.2.17  enter into any partnership or joint venture with any other persons;     

6.2.18  make any claim, disclaimer, surrender, election or consent of a material
nature for tax purposes otherwise than in the ordinary course of
business;                                                       

6.2.19  create any further security over the assets of the Subsidiary;          

6.2.20  increase the level of indebtedness of the Subsidiary secured by any     
  existing security over the assets of the Subsidiary at the time of
completion of the Share Purchase Agreement;                     

6.2.21  in respect of any of the matters referred to in clause 6.2, permit any  
    power or authority of its directors to be delegated to any executive
     director or committee of directors or to any other person whatsoever.

7.      EVENTS OF DEFAULT                                                       

7.1     All the Notes held by any Noteholder shall become immediately repayable 
    on the happening of any one or more of the following events. For the
     avoidance of doubt, should any of the events which are referred to in
      sub-clauses 7.1.2, 7.1.3, 7.1.11, 7.1.12 and 7.1.16 occur but is fully
       remedied within the period of six months following its occurrence, none
    of the Notes held by any Noteholder shall continue to be immediately
        repayable. For the purposes of this Clause 7 only, "Group Company" shall
      refer to ACT Teleconferencing Inc., ACT Teleconferencing Services Inc.
and ACT Teleconferencing Limited.                               

7.1.1   if a majority of the issued shares in the capital of the Company is     
acquired by a third party;                                      

7.1.2   if the Company fails to pay any principal moneys owing in respect of the
B Notes;                                                        

7.1.3   if the Company makes default for a period of 15 days in the payment of  
  any interest on the B Notes when and as the same ought to be paid;

7.1.4   if a bona fide petition is presented which is not withdrawn or stayed   
      within 14 days or a resolution is passed for the winding-up of a Group
    Company (except for the purposes of a reconstruction or amalgamation
  previously approved by extraordinary resolution of the Noteholders
passed in accordance with clause 13);                           

7.1.5   if a Group Company stops payment of its debts or ceases or threatens to 
cease to carry on its business;                                 

7.1.6   if an encumbrancer takes possession or a receiver is appointed over the 
     whole or any substantial part of the assets or undertaking of a Group
Company or if a distress execution or other process is levied or
        enforced upon or sued out against any property of a Group Company and is
not withdrawn discharged or paid out within 21 days;            

7.1.7   if a bona fide application is made to court which is not discharged     
within 5 days under section 9 of the Insolvency Act 1986 for an 
   administration order in relation to any Group Company or if a Group
     Company passes a resolution for the making of any such application to
court;                                                          

7.1.8   if a bona fide proposal is made under section 1 of the Insolvency Act   
       1986 for a voluntary arrangement in relation to the debts or affairs of
a Group Company;                                                

7.1.9   if a Group Company shall make a formal proposal to enter into any       
arrangement with its creditors;                                 

7.1.10  if any judgment or order given or made by any court or governmental     
    agency against any Group Company (which is incapable of, or further,
        appeal) is not fully satisfied and complied with within 30 days or if an
execution sequestration distress or other process               

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       (which expression shall include a garnishee and charging order nisi) be
        levied or enforced or made upon or against any of the property or assets
of any Group Company for a minimum amount of (Pounds)100,000;   

7.1.11  if the security for any debenture mortgage or charge of a Group Company 
       becomes enforceable and the holder or holders thereof take any steps to
enforce the same;                                               

7.1.12  if any debenture of a Group Company becomes repayable prior to the due  
      date for repayment thereof (other than by reason of such Group Company
        having offered or undertaken voluntarily to repay or redeem the same) or
 is not paid when due and any steps are taken to obtain repayment;

7.1.13  if default is made by the Company in the performance or observance of   
   any obligation or provision binding on it hereunder (other than any
      obligation for the payment of interest on the B Notes) and the same is
        not remedied within 14 days (or within 6 months in the case of a default
       under sub-clauses 7.1.2, 7.1.3, 7.1.11, 7.1.12 and 7.1.16) after notice
       in writing of such default has been given to the Company by the holders
of not less than 50 per cent in nominal amount of the B Notes;  

7.1.14  there occurs, in relation to any Group Company, any reasonably          
 equivalent insolvency event or proceeding in the United States of
        America which, in the reasonable opinion of the holders of not less than
        50 per cent in nominal amount of the B Notes, appears to correspond with
any of those mentioned in clauses 7.1.4 and 7.1.6 to 7.1.11;    

7.1.5   if the Company allows the Net Worth of the Subsidiary to be less than   
      30% of the total assets of the Subsidiary provided that any diminution
       of the Net Worth in any quarter (ending 31 March, 30 June, 30 September
  and 31 December respectively) which is attributable to any trading
      losses of the Subsidiary shall be disregarded and both the dividend of
 (Pounds)143,500 paid immediately prior to completion of the Share
   Purchase Agreement and the dividend of (Pounds)1,081,500 to be paid
      immediately following Completion of the Share Purchase Agreement shall
be added back for the purposes of this calculation; and         

7.1.16  if the employment of David Holden by the Subsidiary is terminated by the
       Subsidiary for any reason other than for gross misconduct or fraudulent
behaviour.                                                      

8.      THE REGISTER                                                            

8.1     A register of the Noteholders will be kept by the Company and there     
shall be entered in such register:                              

8.1.1   the names and addresses and descriptions of the Noteholders;            

8.1.2   the amount of Notes held by every Noteholder;                           

8.1.3   the date at which each person was entered in the register as a          
Noteholder;                                                     

8.1.4   the date at which any person ceased to be a Noteholder; and             

8.1.5   the serial number of each loan note certificate issued and the date of  
the issue thereof.                                              

8.2     Any change of name or address on the part of any Noteholder shall       
        forthwith be notified to the Company and thereupon the register shall be
altered accordingly.                                            

9.      TITLE TO NOTES                                                          

       The Company will recognise the registered holder of any of the Notes as
      the absolute owner thereof free from any equity set off or cross claim
   on the part of the Company against the original or any intermediate
       holder and the Company will not be bound to take notice of or to see to
        the execution of any trust whether express or implied or constructive to
        which any of the Notes may be subject and the receipt of such person (or
in the case of joint holders of any one of such holders) for the
      interest on or for the moneys payable on repayment of any of the Notes

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      shall be a good discharge to the Company notwithstanding any notice it
    may have whether express or otherwise of the right title interest or
    claim of any other person to or in such Notes interest or moneys. No
       notice of any trust express implied or constructive shall (except as by
   statute provided or as required by an order of a Court of competent
        jurisdiction) be entered on the Register in respect of any of the Notes.

10.     TRANSFERS OF NOTES                                                      

10.1    Each Noteholder may transfer his holding or any part thereof by an      
      instrument in writing in any usual or common form or in any other form
       approved by the Board. There shall not be included in any instrument of
   transfer any Notes other than Notes constituted by this instrument.
       Every such instrument of transfer shall be signed by the transferor and
      the transferor shall be deemed to remain the owner of such Notes until
the name of the transferee is entered in the register in respect
      thereof. Upon and as a condition of the registration of the transferee
     as the holder of the Notes, the transferee shall enter into a deed of
       adherence to the terms of a mortgage of 40% of the issued shares in the
     capital of the Subsidiary to be entered into on the same date as this
instrument.                                                     

10.2    Every instrument of transfer (duly stamped if required) must be left at 
  the offices of Hobson Audley, 7 Pilgrim Street, London (attention:
     Edward Hoare) for registration accompanied by the certificate for the
        stock to be transferred and such other evidence as the Board may require
        to prove the title of the transferor or his right to transfer the Notes.
    Upon registration of such transferee as the holder of the Notes, the
 transferee shall enter into a deed of adherence to the terms of a
        mortgage of 40% of the issued shares in the capital of the Subsidiary to
be entered into on the same date as this instrument.            

10.3    All instruments of transfer which shall be registered shall be retained 
by the Company.                                                 

11.     DEATH OR BANKRUPTCY OF A NOTEHOLDER                                     

11.1    In the case of the death of a Noteholder the survivor or survivors where
      the deceased was a joint holder and the legal personal representatives
    of the deceased where he was a sole holder shall be the only persons
    recognised by the Company as having any title to his interest in the
Notes registered in the name of the deceased.                   

11.2    Any person becoming entitled to any Notes in consequence of the death or
      bankruptcy of any Noteholder may (upon producing such evidence that he
        sustains the character in respect of which he proposed to act under this
        clause or of his title as the Board shall think sufficient) elect either
    to be registered himself as the holder of such Notes or to have some
        other person nominated by him registered as the transferee thereof. Upon
  (and as a condition of) the registration of such transferee as the
        holder of the Notes, the transferee shall enter into a deed of adherence
        to the terms of a mortgage of 40% of the issued shares in the capital of
      the Subsidiary to be entered into on the same date as this instrument.

12.     NOTICES                                                                 

12.1    Any notice to be served under this instrument shall be in writing and   
      shall be served by delivering the same or sending the same by pre-paid
       registered or recorded delivery post or by fax to the party on which it
      is to be served at in the case of notice to the Company at the offices
 of Faegre Benson Hobson Audley, 7 Pilgrim Street, London EC4V 6LB
       (attention: Edward Hoare) and in the case of notice to a Noteholder his
       address shown in the register or such other address as he may from time
       to time notify in writing to the other parties for this purpose. A copy
        of any notice served by fax as aforesaid shall be sent (for confirmation
purposes only) to the addressee of the notice by post in manner 
        aforesaid within 72 hours after the transmission or despatch of the fax.

12.2    Any notice shall be deemed to have been served:                         

12.2.1  if delivered, at the time of delivery;                                  

12.2.2  if sent by post, on the second business day next following the date on  
which it was properly posted; or                                

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12.2.3  if sent by fax, on the day of transmission if transmitted before 4 pm on
a business day but otherwise on the next following business day.

12.3    In proving service of any notice by delivery or by post it shall be     
      sufficient to prove that the envelope containing the same was properly
      addressed and was delivered or sent by registered or recorded delivery
      post as aforesaid; in proving service of any notice by fax it shall be
        sufficient to prove the notice was sent by fax to the correct fax number
of the addressee.                                               

13.     VARIATION OF RIGHTS AND MEETINGS OF NOTEHOLDERS                         

13.1    The Company may at any time and shall if requested in writing by the    
   holders of not less than 20 per cent of the principal amount of the
    Notes outstanding convene a meeting of the Noteholders to be held at
    such place as the Company shall reasonably determine (which, for the
        avoidance of doubt, shall be in the UK) by giving not less than 14 days'
      notice thereof to the Noteholders and such meeting shall have power by
   an extraordinary resolution being a resolution passed by a majority
   consisting of not less than three-fourths of the Noteholders voting
        thereat upon a show of hands or if a poll is demanded by the Chairman of
    the meeting or by Noteholders holding not less than one-tenth of the
    Notes for the time being outstanding by a majority consisting of not
      less than three-fourths of the votes cast on such poll to sanction any
      modification or compromise or any arrangement in respect of the rights
        of the Noteholders against the Company and to assent to any modification
        of this instrument and such extraordinary resolution shall be binding on
      all the Noteholders. A resolution in writing signed by all the holders
 of the Notes for the time being outstanding shall be as valid and
      effectual as if it had been passed as an extraordinary resolution at a
meeting of the Noteholders duly convened and held.              

13.2    Any meeting for the purpose of the last preceding clause shall (subject 
     to this instrument) be convened conducted and held in all respects as
       nearly as possible in the same way as shall be provided by the articles
       of association for the time being of the Company with regard to general
     meetings of the Company provided that neither a member of the Company
      not being a director nor the auditors of the Company shall be entitled
    to receive notice of or to attend at any such meeting unless he is a
       Noteholder and that the quorum at any such meeting shall be Noteholders
     holding or representing by proxy one-tenth of the principal amount of
       the Notes for the time being outstanding and that if a poll is demanded
each (Pounds)1 of Notes held shall confer one vote.             

14.     RE-ISSUES                                                               

       All Notes which are repaid shall be cancelled and the Company shall not
be at liberty to re-issue any Notes so repaid.                  

15.     MORTGAGE                                                                

15.1    The Company shall procure that the payment of any principal monies under
       the A Notes is irrevocably guaranteed by Barclays Bank PLC in the terms
of the Guarantee.                                               

15.2    On final redemption or repayment of the A Notes, the Company shall      
      procure that the first tranche of B Notes is irrevocably guaranteed by
       Barclays Bank PLC in the terms of the Guarantee until its redemption or
      repayment whereupon the second tranche of B Notes shall be irrevocably
  guaranteed by Barclays Bank PLC until its redemption or repayment,
      whereupon the third tranche of B Notes shall be irrevocably guaranteed
     by Barclays Bank PLC until its redemption or repayment, whereupon the
     fourth tranche of B Notes shall be irrevocably guaranteed by Barclays
Bank PLC until its redemption or repayment.                     

15.3    On completion of the Share Purchase Agreement, the Company shall enter  
   into a mortgage over 40% of the issued shares in the capital of the
       Subsidiary in favour of each of the Noteholders as security for payment
       of all interest and the principal of Notes and any other sums due under
this instrument or the Share Purchase Agreement when due.       

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16.     SET OFF                                                                 

      The Company shall not make any claim, deduction, abatement, set-off or
withholding whatsoever from or against any amount payable to any
     Noteholder in respect of the Notes whether in respect of any claim or
  alleged claim against the Noteholders (or any of them) under or in
connection with the Share Purchase Agreement or otherwise.      

17.     THE SCHEDULES                                                           

        The provisions of the schedules to this instrument shall be deemed to be
       incorporated in this instrument and shall be binding on the Company and
   the Noteholders and all persons claiming through them respectively.

18.     GOVERNING LAW                                                           

18.1    This instrument is governed by and shall be construed in accordance with
English law.                                                    

18.2    The Company irrevocably agrees for the exclusive benefit of the         
      Noteholders that the courts of England shall have jurisdiction to hear
and determine any suit, action or proceeding, and to settle any 
      disputes, which may arise out of or in connection with this instrument
       and for such purposes hereby irrevocably submits to the jurisdiction of
such courts.                                                    

18.3    Nothing contained in this clause shall limit the right of any other     
   party to take proceedings against the Company in any other court of
       competent jurisdiction, nor shall the taking of any such proceedings in
   one or more jurisdictions preclude the taking of proceedings in any
    other jurisdiction, whether concurrently or not (unless precluded by
applicable law).                                                

18.4    The Company irrevocably waives any objection which it may have now or in
      the future to the courts of England being nominated for the purpose of
      clause 18.2 above and agrees not to claim that any such court is not a
convenient or appropriate forum                                 

18.5    The Company hereby authorises and appoints Faegre Benson Hobson Audley  
      of 7 Pilgrim Street London EC4V 6LB (attention: Edward Hoare) (or such
    other person being a firm of solicitors or authorised institution in
    England as it may substitute by notice to the Noteholders) to accept
  service of all legal process arising out of or connected with this
      Instrument. Service on such persons (or substitute) shall be deemed to
   be service on the Company whether or not process is forwarded to or
       received by it. Except upon such a substitution, the Company undertakes
not to revoke any such authority or appointment, at all times to
    maintain an agent for service of process in England and, if any such
      agent ceases for any reason to be an agent for this purpose, forthwith
to appoint another agent and advise the Noteholders accordingly.

IN WITNESS whereof this instrument has been executed and was delivered on the   
date appearing as the date of this deed.                                        

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SCHEDULE 1  

ACT TELECONFERENCING, INC.  

No.         AMOUNT:  (Pounds)                                                   

ISSUE of (Pounds)[               ] [A] [B] Notes in accordance with the         
constitution of the Company and to a resolution of the Board passed on the fifth
day of January 2001.                                                            

THIS IS TO CERTIFY THAT                      is the registered holder of        
(Pounds)            of the above Notes, which Notes are constituted by an       
instrument entered into by the Company on and dated the fifth day of January    
2001 and are issued subject to the provisions therein contained and to the      
conditions endorsed hereon in respect of conversion of the Notes into Additional
Notes.                                                                          

GIVEN under the Common Seal of the Company this          day of January 2001.   

         Signature
.........................................                                     

     Title
.........................................                                     

NOTES:                                                                          

(1)  The Notes shall be transferable in amounts and multiples of (Pounds)1.     

(2)  This certificate must be surrendered to the Company at its registered      
   office for the time being before any transfer of the whole or any portion
of the Notes comprised in it can be registered or any repayment made. 

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SCHEDULE 2  
CONVERSION RIGHTS 

1.1     Each Noteholder shall have the right in the case of the A Notes on or at
       any time after 30 June 2002 and in the case of the B Notes on or at any
       time after the redemption or repayment of any of the four tranches of B
        Notes upon and subject to the terms and conditions hereinafter appearing
to convert such Notes in amounts or multiples of (Pounds)1 into 
   Additional Notes at any time on the basis of one Additional Note of
       (Pounds)1 in nominal value for each (Pounds)1 in nominal value of Notes
by completing the Notice of Conversion printed on the loan note 
       certificate in respect of the whole or such part of the Notes comprised
        herein as he wishes to convert and depositing the same at the registered
      office of the Company. The date upon which such notice is served shall
be referred to in these conditions as the Conversion Date. Each 
    Noteholder shall have the right to subscribe for Additional Notes at
their nominal value which shall be subject to the same terms and
conditions as the Notes.                                        

1.2     The Company shall until the Additional Notes are repaid pay to the      
        Noteholders interest on the principal amount of the Additional Notes for
    the time being held by them from the date of issue of the Additional
       Notes at the rate (as well after as before any judgement) of 7 per cent
       per annum (less tax which the Company is required by law to deduct from
       such interest) such interest being payable by equal monthly instalments
 in arrears on the first day in each month and being calculated in
      respect of the quarters (or any less period since the date of issue of
   the relevant amount of the Additional Notes) ending on those dates.
  Every such payment shall be made in sterling into the bank account
nominated by each Noteholder for that purpose.                  

1.3     In relation to Conversion the following provisions shall apply:         

1.3.1   Once given, a Notice of Conversion shall not be amended or withdrawn    
without the consent of the Board.                               

1.3.2   If the certificate with the Notice of Conversion duly completed has been
     duly lodged with the Company aforesaid the Company will as at and not
    later than 30 days after the Conversion Date issue to the Noteholder
       such amount of Additional Notes to which he shall be entitled by virtue
        of the exercise of his Conversion Rights and such issue shall be in full
    satisfaction and discharge of the principal moneys in respect of the
Notes so converted which shall be cancelled.                    

1.4     If on or before the last Conversion Date the Company commences          
     liquidation whether voluntary (except for the purposes of a bona fide
      reconstruction or amalgamation) or compulsory the Company shall within
  14 days thereafter give notice thereof to the Noteholders and each
      Noteholder shall in respect of all or such part of his Notes as he may
     specify be entitled within 30 days after the giving of such notice to
elect by notice in writing to the Company to be treated as if   
        immediately before the date of such event the Conversion Rights attached
        to the Notes so specified had been exercisable and had been exercised in
       full on the basis of conversion then applicable and he will be entitled
to receive out of the assets of the Company available in the    
      liquidation, pari passu with the holders of the ordinary share capital
        of the Company and in lieu of and in satisfaction of the amount owing to
     him in respect of the Notes comprised in the notice, such a sum as he
     would have received had he been the holder of the Additional Notes to
 which he would have become entitled by virtue of such conversion.
      Interest on Notes so treated as converted will cease to accrue as from
the interest payment date last preceding the date of such event.

1.5     If on or before the Conversion Date the Notes shall become repayable    
  under the provisions of this instrument (other than because of the
       liquidation of the Company) the Company shall within 14 days thereafter
   give notice thereof to the Noteholders and each Noteholder shall be
    entitled within 30 days after the giving of such notice to elect, in
      lieu of having his Notes repaid at par, to convert all or such part of
       his Notes as he may specify on the basis of conversion then applicable.
        Interest on Notes so converted will cease to accrue with effect from the
last day of the said period of 30 days.                         

1.6     The provisions of these paragraphs shall be applicable for so long only 
as any of the B Notes may be or become convertible or treated as
converted under these Conversion Rights.                        

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2    All Notes converted, repaid or purchased under the foregoing conditions    
shall be cancelled and shall not be available for re-issue.           

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NOTICE OF CONVERSION  

To:  ACT Teleconferencing, Inc.                                                 

I/We being the registered holder(s) of the Notes represented by this certificate
hereby give notice of my/our desire to convert into Additional Notes of the     
Company, (Pounds)[            ] of such Notes in accordance with the conditions 
printed on this certificate.                                                    

NOTE:  If the amount of Notes is not completed this Notice shall be deemed to   
refer to all of the Notes comprised in this certificate.    

PART A                                                                          

I/We desire* all/         of such Additional Notes to be registered in my/our   
name(s) and hereby authorise the entry of my/our name(s) in the register of     
members in respect thereof and the despatch of a certificate therefor by        
ordinary post at my/our risk to:                                                

(Name)  .................................................                       
(Address)  .................................................                    

NOTE:  If this space is left blank the certificate and cheque (if any) will be  
   sent to the registered address of the (first named) Noteholder.

PART B                                                                          

I/We hereby authorise and direct you to allot *all/        of such Additional   
Notes to be issued pursuant hereto to the person(s) who is/are named in and who 
has/have signed the acceptance(s) in the **Form(s) of Nomination attached       
hereto.                                                                         

*   Delete or complete as appropriate.                                          

* * If it is desired to nominate some other person(s) as the recipient of the   
    Additional Notes, application should be made to the Company's Registrars for
the appropriate Form(s) of Nomination which must be completed and lodged
with this certificate.                                                  

I/We hereby authorise the despatch of a certificate for the balance of the Notes
represented by this certificate by ordinary post at my/our risk to:             

(Name)  .................................................                       
(Address)  .................................................                    

NOTE:  If this space is left blank the certificate (if any) will be sent to the 
registered address of the (first named) Noteholder.               

DATED this              day of               200                                

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SIGNATURE(S) OF NOTEHOLDER(S)       ............................................

                                    ............................................

                                    ............................................

                                    ............................................

In the case of joint holdings all Noteholders must sign.  In the case of a      
corporation this form must be under the Common Seal or under the hand of some   
officer or attorney of the corporation duly authorised on its behalf.           

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SCHEDULE 3  
DEED OF GUARANTEE 

THIS DEED OF GUARANTEE is made the 17/th/ day of JANUARY 2001 by:               

BARCLAYS BANK PLC ("the Guarantor")                                             

WHEREAS the Guarantor has agreed to guarantee (Pounds)750,000 of the            
(Pounds)1,172,000 convertible secured A Notes and upon repayment of the A Notes 
on 31 December 2001 thereafter to guarantee (Pounds)750,000 of the              
(Pounds)2,980,000 convertible secured B Notes both to be issued by ACT          
Teleconferencing Inc. pursuant to the terms of an instrument dated 17/th/       
January, 2001 of which this Guarantee shall be deemed to form part (the         
"Instrument") on the terms hereinafter provided.                                

NOW THIS DEED WITNESSES as follows:-                                            

1.   The Guarantor hereby irrevocably  undertakes to each Noteholder that:-     

1.1  if the A Notes or the B Notes (together the "Notes") any part thereof shall
     become repayable or redeemable pursuant to the terms of the Instrument then
the Guarantor hereby guarantees to the Noteholders the  payment by the
     Company of the principal amount of the Notes to be so redeemed or repaid in
   accordance with the terms and conditions of the Instrument and subject to
the terms and conditions of this Guarantee; and                       

1.2  payments to be made by the Guarantor shall be made within 21 days after    
  receipt by the Guarantor at its Corporate Banking Department, 60 Queen's
     Road, Reading, Berkshire for the time being marked for the attention of the
    Branch Director , of a written demand by the Noteholder provided that such
demand shall:                                                         

    (a)  be accompanied by the certificate relating to the Notes or such other
        documents, as the Guarantor may reasonably require, to establish the
        title of the Noteholder to the Notes in respect of which such demand
is made;                                                    

 (b)  be signed by and on behalf of the Noteholder and such signature is
      confirmed by the Noteholder's bankers or solicitors as that of the
person it purports to be;                                   

    (c)  give full details of the Noteholder's name and address, the amount of
         principal which is claimed and the bank account in the United Kingdom
       in the name of the Noteholder to which the sum so demanded is to be
paid by the Guarantor;                                      

(d)  certify that:                                                    

      (i)  none of the Notes in respect of which such demand is made has
       been cancelled, redeemed or repurchased by the Company or
             converted into shares or securities of the Company or any other
company; and                                      

   (ii) the principal amount of the Notes (or part thereof) is and
        remains due and payable by the Company, all conditions and
               demands necessary in connection therewith have been fulfilled and
         made, any grace period relating thereto has elapsed and the
            Company is not contesting the liability in circumstances where
the Company is entitled to withhold payment.      

(iii)                                                       

2.   The undertakings contained in paragraph 1 above are continuing undertakings
and shall remain in force notwithstanding:                            

  (a)  any obligation of the Company in respect of its payment obligations
under the Instrument being void or unenforceable; or        

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    (b)  the liquidation or dissolution of the Company or the appointment of a
     receiver or administrator of all or any part of the assets of the
  Company or any analogous event occurring in any other relevant
jurisdiction.                                               

3.   .Notwithstanding anything to the contrary herein, it is hereby confirmed   
   that this Guarantee constitutes the Guarantor's direct obligation to make
     payment in accordance with the terms of this Guarantee without reference to
   the Company and without examination of the liability of the Company under
     the Note or Notes. Any amounts due hereunder will be paid without reference
     to any rights of set off or counter claim that the Company or the Guarantor
  have against the Noteholders and whether or not the Company disputes the
truth or accuracy of any statement given .                            

4.   Subject to the provisions of  paragraphs 5 to 7 below the liability of the 
  Guarantor hereunder shall not be impaired or discharged by reason of any
   time or other indulgence which the Noteholder may grant to the Company or
by any forbearance whether as to payment time or otherwise nor by any 
     variation compromise or release of the obligations of the Company, provided
 that the Guarantor shall not be bound by any such other matter or thing
     which would operate either to increase the Guarantor's actual or contingent
liabilities hereunder or extend any due date for any of the Company's 
obligations under the Notes.                                          

5.   No variation or modification to the provisions of the Instrument or of the 
     rights of the Noteholder shall be made without the prior consent in writing
of the Guarantor.                                                     

6.   The liabilities of the Guarantor hereunder shall :                         

     (a)  be limited to a sum or sums not exceeding in aggregate (Pounds)750,000
    and in relation to the principal amount due under the Notes; and

    (b)  be null and void and this Guarantee shall cease to have effect on the
        earlier of 31 March 2006 (being three months after the final tranche
       of the B Notes has been repaid) and the date on which a demand by a
 Noteholder is met by the Guarantor in the aggregate amount of
        (Pounds)750,000 whether the Notes are returned to the Company or the
         Guarantor or not and the Guarantor shall have no liability under this
          Guarantee, save to the extent of any demand delivered to the Guarantor
       prior to 31 March 2006 which complies with the requirements of this
Guarantee.                                                  

7.   For the avoidance of doubt this Guarantee shall cease immediately in       
respect of any Notes purchased or redeemed by the Company.            

8.   Payments by the Guarantor under this undertaking shall be made in          
    accordance with the provisions of the Instrument . Receipt by a Noteholder
  of all or any sums paid by the Guarantor under this Guarantee shall be a
good discharge of the Guarantor's liabilities under this Guarantee as 
     against all Noteholders to the extent of the sums so paid and the Guarantor
shall not be concerned to see to the application of any such sums. The
    Guarantor may rely on any demand or other document or information believed
by the Guarantor to be genuine and correct and to have been signed or 
communicated by the person(s) by whom it purports to be signed or     
    communicated and the Guarantor shall not be liable for the consequences of
such reliance and shall have no obligation to verify that the facts or
matters stated therein are true and correct.                          

9.   All payments made by the Guarantor under the terms of this Guarantee and   
the Notes shall be treated as payment by it as Guarantor and shall    
    discharge the liabilities of the Guarantor in  such capacity in respect of
the amounts for which such payments are made hereunder accordingly.   

10.  Any payment to be made hereunder will be made after any withholding or     
 deduction for or on account of any tax or duty imposed or levied by any
  authority having power to tax such payment which the Guarantor shall for
    the time being be required by any applicable law to withhold or deduct and
the Guarantor shall not be obliged to pay any additional amount to the
Noteholders in respect of the tax or duty so withheld or deducted.    

11.  This Guarantee shall be governed by and construed in accordance with       
English law.                                                          

12.  Words defined in the Instrument shall have the same meaning when used in   
this Guaranteed.                                                      

13.  If the Noteholder intends to make a demand under paragraph 1.2 above but   
 has lodged the certificate in respect of the Notes held by him with the
Company, he shall be entitled to make a demand under paragraph        

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     1.2 above by instead delivering with his demand under paragraph 1.2 above a
   true copy of the certificate together with his written certificate to the
Guarantor that the copy is a true copy, that he is entitled to payment
    under the Notes represented by the copy certificate and that he has lodged
the original certificate in respect of the Notes held by him with the 
Company and the Company has not paid.                                 

In witness whereof this Guarantee has been executed by the Guarantor as a       
deed and it shall take effect the day and year first above written.             

THE COMMON SEAL of        )                                               
BARCLAYS BANK PLC         )                                               
was hereunto affixed      )                                               
in the presence of:       )                                               

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Exhibit B 
--------- 

Regulation S Investment Agreement 
--------------------------------- 

Dated January 17, 2000  

THE SECURITIES WHICH ARE THE SUBJECT OF THIS INVESTMENT AGREEMENT HAVE BEEN     
ISSUED IN A TRANSACTION WHICH WAS NOT REGISTERED UNDER THE UNITED STATES        
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES    
LAWS OF ANY STATE OF THE UNITED STATES, IN RELIANCE ON AN EXEMPTION FROM SUCH   
REGISTRATION REQUIREMENTS, AND MAY NOT BE OFFERED, SOLD, OR PLEDGED IN THE      
UNITED STATES OR TO U.S. PERSONS/1/] (AS THAT TERM IS DEFINED IN REGULATION S   
UNDER THE SECURITIES ACT) UNLESS THE OFFER, SALE, OR PLEDGE IS REGISTERED UNDER 
THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM THE
REGISTRATION REQUIREMENTS UNDER THE SECURITIES ACT AND SUCH STATE SECURITIES    
LAWS IS AVAILABLE.                                                              

ACT Teleconferencing, Inc.                                                      
1658 Cole Boulevard, Suite 130                                                  
Golden, CO  80401 USA                                                           

Ladies and Gentlemen:                                                           

   1.  Subscription.  The undersigned Investor ("Investor") hereby agrees to
------------                                                  
purchase _______ shares of the common stock, no par value ("Shares") to be      
issued by ACT Teleconferencing, Inc. ("Company").  This Regulation S Investment 
Agreement ("Investment Agreement") is submitted to you in accordance with       
Article V of the Share Purchase Agreement, dated January 17, 2001 ("Purchase    
Agreement") between the Investor and the Company.                               

2.  Closing.  The final closing of the offering of the Shares to the  
-------                                                       
Investor shall be deemed to occur at the effective time and date of the         
execution of this Investment Agreement by the Investor and the delivery of a    
certificate or certificates representing the Shares to the Investor.            

3.  Consideration.  The Shares are issued by the Company as partial   
-------------                                                 
satisfaction of the Company's payment of the purchase price ("Purchase Price")  
pursuant to the Purchase Agreement for all of the ordinary (Pounds)1 shares     
owned by Investor in ACT Teleconferencing Limited, a company organized under the
laws of England and Wales ("ACT Limited") a 60 percent-owned subsidiary of the  
Company.                                                                        

4.  Legends on Certificates.  The Company's transfer agent will be    
-----------------------                                       
instructed to issue one or more certificates representing the Shares with       
restrictive legends in the name(s) of the Investor(s), stating substantially the
following:                                                                      

        The securities represented by this certificate have been issued by ACT
        Teleconferencing, Inc. (the "Company") pursuant to Regulation S, which
      is an exemption from registration under the United States Securities
      Act of 1933, as amended (the "Securities Act"). These securities may
     not be transferred, offered, sold, or pledged prior to the end of a
      one-year period (the "Restricted Period") commencing on the later of
     (i) the date the securities are first offered to persons other than
         distributors (as defined in Regulation S) or (ii) the date of the final
       closing of the offering of the securities by the Company, unless such
     transfer, offer, sale, or pledge (x) is made in accordance with the
       provisions of Regulation S or (y) is made pursuant to registration or
an applicable exemption under the Securities Act. Further, the
  securities represented by this certificate cannot be sold except
pursuant to the terms and conditions of the                   

___________________                                                             
/1/  See Appendix attached hereto for definitions of "distributor", "U.S.       
person", and "United States" under Regulation S                                 

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       Regulation S Investment Agreement between the Company and the initial
holder of the shares; and hedging transactions involving these
securities may not be conducted unless in compliance with the 
Securities Act.                                               

       These securities are deemed "restricted securities" under Rule 905 of
Regulation S and under Rule 144.                              

5.  Representations, Warranties, and Agreements.                      

      (a)   The Investor hereby acknowledges, represents, and warrants to,
and agrees with, the Company as follows:          

            (i)   The Investor understands that the sale of the Shares has
                   not been registered under the Securities Act or any state
                    securities laws, the Shares may be issued in reliance upon
                    Regulation S promulgated under the Securities Act, and the
                   sale has not been registered under any foreign securities
laws;                                 

       (ii)  The Investor has examined and executed the Purchase
Agreement;                            

             (iii) The Investor has been supplied with or has had sufficient
              access to all other information, including financial
                    statements and other financial information of the Company,
                     to which a reasonable investor would attach significance in
                     making investment decisions, and has had the opportunity to
              ask questions and receive answers from knowledgeable
           individuals concerning the Company, so that, as a
                     reasonable investor, the Investor has been able to make his
                  or its own independent decisions to purchase the Shares;

        (iv)  The Investor has had a reasonable opportunity to ask
                  questions of and receive answers from a person acting on
                     behalf of the Company concerning the offering of the Shares
               and all such questions have been answered to the full
satisfaction of the undersigned;      

             (v)   No oral or written representations have been made, and no
               oral or written information has been furnished to the
                Investor in connection with the offering of the Shares
                   which were in any way inconsistent with other information
               with which the Investor has been provided pursuant to
Section 5(a)(ii) or 5(a)(iii) hereof; 

              (vi)  The Investor is not a U.S. person as defined in Regulation
                 S under the Securities Act (a "U.S. person") and is not
                    purchasing the Shares for the account or benefit of a U.S.
person;                               

               (vii) Although one of the investors is an officer of ACT Limited,
               to the Company's knowledge, none of the Investors are
              officers, directors, or affiliates of the Company as
        defined in Rule 405 under the Securities Act.;

 6.  Resales by the Investor.  In the event that the Investor desires to
-----------------------                                       
offer or sell the Shares, such offer or sale shall only be made in accordance   
with the provisions of Regulation S, pursuant to registration under the         
Securities Act, pursuant to an available exemption from registration, or        
pursuant to Rule 144.  In addition, prior to the expiration of the Restricted   
-----   
Period, the Investor agrees not to sell the                                     

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Shares to or for the account or benefit of a U.S. person, to a citizen of the   
United States, or in the United States, and thereafter the Investor agrees not  
                  ----------
to sell the Shares in the United States except in compliance with the Securities
Act and the applicable rules and regulations promulgated thereunder, including  
Regulation S and Rule 144, and all applicable state, federal, and foreign       
securities laws. Further, in connection with any sale of the Shares prior to the
                                                             -----
expiration of the Restricted Period, the Investor will obtain from a prospective
purchaser written assurance that:                                               

       (a)  The prospective purchaser is not a U.S. person or a citizen of
the United States;                                

 (b)  The Shares have been offered and sold to the prospective
      purchaser outside the United States, and the prospective
          purchaser has no present intention to re-offer or resell the
               Shares to a U.S. person, to a citizen of the United States, or in
the United States;                                

          (c)  Prior to the expiration of the Restricted Period, the prospective
              purchaser will not offer to sell the Shares to a U.S. person, to
       a citizen of the United States or to any person or entity
        purchasing the Shares for the account or benefit of a U.S.
person, or in the United States;                  

          (d)  The prospective purchaser consents to a stop transfer order being
             placed on the Shares with the Company's transfer agent pursuant
       to Regulation S of the Securities Act, provided such stop
      transfer order shall be removed from the Shares upon the
expiration of the Restricted Period; and          

          (e)  If the prospective purchaser effects any further transfer, offer,
               or sale of the Shares, such transfer, offer, or sale shall comply
            with the terms of this Section 6.  If such transfer, offer, or
               sale occurs prior to the expiration of the Restricted Period, the
              Investor's prospective purchaser will obtain from any subsequent
          purchaser similar written assurance set forth in Clauses (a)
through (d) of this Section 6.                    

  7.   Modification.  Neither this Investment Agreement nor any provisions
------------                                                
hereof may be waived, modified, discharged, or terminated except by an          
instrument in writing signed by the party against which any such waiver,        
modification, discharge, or termination is sought.                              

     8.   Notice.  Any notice or other communication required or permitted to be
------                                                      
given hereunder shall be in writing and shall be mailed by certified mail return
receipt requested, or delivered personally or by courier against receipt of the 
party to whom it is to be given:                                                

(a)  if to the Company, at the address set forth above; or  

      (b)  if to the Investor, at the address set forth on the signature
page hereof;                                      

(or in either case, to such other address as the party shall furnish in writing 
in accordance with the provisions of this Section 8).  Any notice or other      
communication given hereunder shall be deemed given at the time of receipt      
thereof.                                                                        

9.   Assignability.  This Investment Agreement and the rights and     
-------------                                               
obligations of the Investor hereunder are not transferable or assignable by the 
Investor.                                                                       

10.  Governing Law; Jurisdiction.  This Investment Agreement shall be 
---------------------------                                 
governed by and construed in accordance with the laws of the United States and  
the laws of the State of Colorado, USA (without giving effect to principles of  
conflicts of law).                                                              

IN WITNESS WHEREOF, the Investor has executed this Investment Agreement this    
______ day of ____________, 2001.                                               

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             INVESTOR:

                                          ______________________________________

                                          By ___________________________________
                                          Name _________________________________
                                          Title ________________________________

Place of Execution:  London                                                     
                                             Address for notices if different:

Investor's Address:  ____________________                                       
                     ____________________     __________________________________
____________________                  

                                              __________________________________

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APPENDIX TO EXHIBIT B 

Pursuant to Rule 902(d), (k), and (l) of Regulation S, the terms      
"distributor," "U.S. person," and "United States" are defined as follows:       

 (d)  Distributor. "Distributor" means any underwriter, dealer, or other
-----------                                                 
person who participates, pursuant to a contractual arrangement, in the          
distribution of the securities offered or sold in reliance on this Regulation S.

(k)  U.S. Person.                                                     
-----------                                                 

(1)  "U.S. person" means:                                   

       (i)     Any natural person resident in the United States;

              (ii)    Any partnership or corporation organized or incorporated
  under the laws of the United States;

            (iii)   Any estate of which any executor or administrator is a
U.S. person;                      

      (iv)    Any trust of which any trustee is a U.S. person;

             (v)     Any agency or branch of a foreign entity located in the
United States;                    

             (vi)    Any non-discretionary account or similar account (other
                than an estate or trust) held by a dealer or other
                    fiduciary for the benefit or account of a U.S. person;

             (vii)   Any non-discretionary account or similar account (other
                than an estate or trust) held by a dealer or other
                      fiduciary organized, incorporated, or (if an individual)
resident in the United States; and

(viii)  Any partnership or corporation if:        

                  (A)  Organized or incorporated under the laws of any
 foreign jurisdiction; and

                      (B)  Formed by a U.S. person principally for the purpose
                           of investing in securities not registered under the
                         Securities Act of 1933, unless it is organized or
                            incorporated, and owned, by accredited investors (as
                            defined in Rule 501(a)) who are not natural persons,
estates, or trusts.     

(2)  The following are not "U.S. persons":                  

              (i)  Any discretionary account or similar account (other than an
                  estate or trust) held for the benefit or account of a non-
               U.S. person by a dealer or other professional fiduciary
                  organized, incorporated, or (if an individual) resident in
the United States;                      

           (ii) Any estate of which any professional fiduciary acting as
      executor or administrator is a U.S. person if:

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                      (A)  An executor or administrator of the estate who is not
                 a U.S. person has sole or shared investment
                          discretion with respect to the assets of the estate;
and                       

       (B)  The estate is governed by foreign law;

            (iii)  Any trust of which any professional fiduciary acting as
               trustee who is not a U.S. person has sole or shared
                   investment discretion with respect to the trust assets,
                  and no beneficiary of the trust (and no settlor if the
 trust is revocable) is a U.S. person.

             (iv)   An employee benefit plan established and administered in
                      accordance with the law of a country other than the United
                    States and customary practices and documentation of such
      country shall not be deemed a U.S. person.

              (v)    Any agency or branch of a U.S. person located outside the
                 United States shall not be deemed a "U.S. person" if:

                 (A)  The agency or branch operates for valid business
reasons; and              

                   (B)  The agency or branch is engaged in the business of
                        insurance or banking and is subject to substantive
                           insurance or banking regulation, respectively, in the
     jurisdiction where located; and

            (vi)   The International Monetary Fund, the International Bank
                  for Reconstruction and Development, the Inter-American
                     Development Bank, the Asian Development Bank, the African
                     Development Bank, the United Nations, and their agencies,
                affiliates, and pension plans, and any other similar
                    international organizations, their agencies, affiliates,
and pension plans.                  

     (l)  United States. "United States" means the United States of America, its
-------------                                               
territories and possessions, any State of the United States, and the District of
Columbia.                                                                       

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Exhibit C 
--------- 

MORTGAGE OF SHARES  
------------------  

DATED    17 January 2001  
------------------------  

ACT TELECONFERENCING, INC.  

-and- 

DAVID HOLDEN  

-and- 

LEONARD WALTER HOLDEN 

-and- 

RONALD NEIL HOLDEN  

-and- 

JUNE HOLDEN 

____________________________________________

MORTGAGE OF SHARES IN 
ACT TELECONFERENCING LIMITED  
____________________________________________

Nabarro Nathanson 
The Anchorage 
34 Bridge Street  
Reading RG1 2LU 
Tel:  0118 950 4700 

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CONTENTS

Clause        Subject matter                                             Page   

1.        DEFINITIONS AND INTERPRETATION.................................   1   

2.        COVENANT TO PAY................................................   4   

3.        SECURITY.......................................................   4   

4.        FURTHER ASSURANCE..............................................   4   

5.        DEPOSIT OF DOCUMENTS AND TITLE DEEDS...........................   4   

6.        NEGATIVE PLEDGE................................................   4   

7.        DIVIDENDS AND VOTING RIGHTS....................................   5   

8.        REPRESENTATIONS AND WARRANTIES.................................   6   

9.        RELEASE........................................................   6   

10.       UNDERTAKINGS...................................................   6   

11.       COSTS UNDERTAKING..............................................   7   

12.       DEFAULT........................................................   7   

13.       STATUTORY POWER OF SALE........................................   7   

14.       PROTECTION OF THIRD PARTIES....................................   8   

15.       NO LIABILITY AS MORTGAGEE IN POSSESSION........................   8   

16.       POWER OF ATTORNEY..............................................   8   

17.       CUMULATIVE AND CONTINUING SECURITY.............................   8   

18.       AVOIDANCE OF PAYMENTS..........................................   8   

19.       PAYMENTS AND WITHHOLDING TAXES.................................   9   

20.       ASSIGNMENT.....................................................   9   

21.       WAIVERS........................................................   9   

22.       SEVERABILITY...................................................   9   

23.       NOTICES........................................................  10   

24.       LAW AND JURISDICTION...........................................  10   

25.       COUNTERPARTS AND DELIVERY......................................  10   

THE SCHEDULE.............................................................  12   

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MORTGAGE

DATE      17 JANUARY 2001                                                       

PARTIES                                                                         

(1)  ACT TELECONFERENCING, INC., a Colorado corporation whose place of business 
     is at 1658 Cole Boulevard, Suite 130, Golden Colorado, 80401 (the "Buyer");
and                                                                   

(2)  David Leonard Holden, Leonard Walter Holden, Ronald Neil Holden and June   
Holden (the "Vendors").                                               

RECITALS                                                                        

(A)  The Vendors have agreed to sell all their shares in the Company            
  (representing 40 per cent of its issued share capital) to the Buyer upon
     the terms and conditions contained in the share sale and purchase agreement
  made between them dated the same date as this Mortgage (the "Agreement")

(B)  Pursuant to the provisions of the Agreement and a loan note instrument made
between the Buyer and the Vendors dated the same date as the Agreement
("Loan Note") the Buyer has agreed to enter into this Mortgage for the
     purpose of providing security to the Vendors for the Secured Liabilities as
defined below.                                                        

IT IS AGREED AS FOLLOWS:                                                        

1.    DEFINITIONS AND INTERPRETATION                                            

1.1   Definitions                                                               

      In this Mortgage the following expressions have the following  meanings,
unless the context otherwise requires:                            

"Charged Property"                                                    

           means the 10,000 ordinary shares in the issued share capital in ACT
         Teleconferencing Limited previously registered in the name of the
Vendors and the Derivative Assets;                      

"Company"                                                             

means ACT Teleconferencing Limited;                     

1 

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"Costs"                                                               

            means all reasonable costs, charges or expenses of whatsoever nature
      (including, without limitation, legal fees) including, without
          limitation, disbursements and any Value Added Tax to be charged on
such costs, charges, expenses and disbursements;        

"Derivative Assets"                                                   

       means all stocks, shares, warrants or other securities, rights,
      dividends, interest or other property (whether of a capital or
            income nature) accruing, offered, issued or deriving at any time now
         or in the future by way of dividend, bonus, redemption, exchange,
       purchase, substitution, conversion, consolidation, subdivision,
            preference, option or otherwise attributable to any of the Shares or
any Derivative Assets previously described;             

"Event of Default"                                                    

      means any of those events or circumstances set out in Clause 7
(Events of Default) of the Loan Note;                   

"Insolvency Act"                                                      

means the Insolvency Act 1986;                          

"Loan Documents"                                                      

means the Agreement, this Mortgage and the Loan Note;   

"LPA"                                                                 

means the Law of Property Act 1925;                     

"Permitted Security Interest"                                         

means:                                                  

(a)  the security constituted by this Mortgage; and     

            (b)  any Security Interest created with the prior written consent of
the Vendors;                                  

"Secured Liabilities"                                                 

          means all moneys, debts, liabilities and obligations due, owing or
            incurred by the Buyer to the Vendors pursuant to the Loan Documents;

"Security Interest"                                                   

           means any mortgage, charge, assignment, pledge, lien, right of set-
            off, hypothecation, encumbrance, priority or other security interest
      (whether fixed or floating) including, without limitation, any
   "hold-back" or "flawed asset" arrangement together with any
           preferential right, retention of title, deferred purchase, leasing,
          sale or purchase, sale and leaseback arrangement, trust agreement,
           declaration of trust, trust arising by operation of law, any option
or agreement for any of the same or any arrangement     

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            which has substantially the same commercial or substantive effect as
the creation of security;                               

"Shares"                                                              

           means those ordinary shares in the capital of the Company listed in
            the Schedule and which were registered in the name of the Vendors in
       the proportions stipulated in the Schedule immediately prior to
completion of the Agreement; and                        

"Vendors' Solicitors"                                                 

            means Nabarro Nathanson of The Anchorage, 34 Bridge Street, Reading,
Berkshire  RG1 2LU.                                     

1.2     Interpretation                                                          

1.2.1   In this Mortgage:                                                       

(a)  the Contents page and clause headings are included for 
         convenience only and do not affect the construction of this
Mortgage;                                         

       (b)  words denoting the singular include the plural and vice versa;

       (c)  words denoting one gender include each gender and all genders.

1.2.2   In this Mortgage, unless the context otherwise requires, references to: 

(a)  persons include references to natural persons, firms,  
  partnerships, companies, corporations, associations,
            organisations and trusts (in each case whether or not having a
separate legal personality);                      

  (b)  documents, instruments and agreements (including, without
            limitation, this Mortgage and any document referred to in this
         Mortgage) are references to such documents, instruments and
              agreements as modified, amended, varied, supplemented or novated
from time to time;                                

   (c)  receivers are references to receivers of whatsoever nature
       including, without limitation, receivers and managers and
administrative receivers;                         

       (d)  a party to this Mortgage include references to its successors,
transferees and assigns;                          

      (e)  Recitals, Clauses and Schedules are references to recitals to
           this Mortgage, clauses of this Mortgage and schedules to this
Mortgage;                                         

          (f)  unless otherwise expressly provided, references to paragraphs are
              references to paragraphs of the Schedule in which the references
appear;                                           

     (g)  statutory provisions (where the context so admits and unless
          otherwise expressly provided) are construed as references to
              those provisions as respectively amended, consolidated, extended
            or re-enacted from time to time, and to any orders regulations
         instruments or other subordinate legislation made under the
relevant statute; and                             

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(h)  a time of day is a reference to London time.           

1.3     Incorporation of Schedule                                               

The Schedule to this Mortgage forms part of this Mortgage.      

2.      COVENANT TO PAY                                                         

    The Buyer shall on demand pay to the Vendors the Secured Liabilities
when the Secured Liabilities become due in accordance with the  
provisions of the Loan Note.                                    

3.      SECURITY                                                                

3.1     By way of continuing security in favour of the Vendors for the payment  
   and discharge of the Secured Liabilities, the Buyer with full title
       guarantee hereby mortgages and charges to the Vendors by way of a first
    equitable mortgage and charge, the Shares and the Derivative Assets.

3.2     In order to secure the full payment and performance of the Secured      
      Liabilities, the Buyer hereby grants Vendors a first priority purchase
     money security interest in the Shares, Derivative Assets and proceeds
    thereof under the Uniform Commercial Code as enacted in the State of
Colorado, United States of America.                             

3.3     On the irrevocable payment of the Secured Liabilities in full the       
        Noteholders will release and re-assign the Charged Property to the Buyer
     promptly, file a termination statement with the Secretary of State in
       Colorado in connection with the Uniform Commercial Code filing referred
  to in clause 3.2 above and, in particular, will issue the required
 certification to the Vendors' Solicitors as set out in the escrow
agreement referred to in clause 5.2.                            

3.4     When the Buyer has (A) paid in full all the interest and principal on   
       the A Notes and the B Notes (with the exception of the final tranche of
       (Pounds)745,000 ("Final Tranche") payable on the B Notes); and (B) paid
  in advance either (i) all interest which could accrue on the Final
 Tranche until 31st December, 2005, or (ii) a sufficient amount of
        principal of the Final Tranche so that the total amount of principal and
    interest owning to the Noteholders will not exceed the amount of the
       Guarantee and provided that the Guarantee (defined in the Loan Note) is
    transferred to the final tranche of the B Notes as set out in clause
      15.2 of the Loan Note, David Holden on behalf of himself and the other
Vendors shall immediately release this Mortgage and shall file a
termination statement with the Secretary of State in Colorado as
 referred to in clause 3.3 above and shall also issue the required
       certification to the Vendors' solicitors, also as referred to in clause
3.3 above.                                                      

4.      FURTHER ASSURANCE                                                       

The Buyer shall:                                                

4.1     forthwith, at any time if so reasonably required by the Vendors, at its 
  own expense execute and deliver to the Vendors such further deeds,
 authorities and other documents as may be reasonably necessary to
perfect and protect the security hereby constituted; and        

4.2     pending the execution and delivery of any such further deeds,           
        authorities and documents, hold such Charged Property upon trust for the
Vendors subject to the provisions of this Mortgage.             

5.      DEPOSIT OF DOCUMENTS AND TITLE DEEDS                                    

5.1     The Buyer shall deposit with the Vendors' Solicitors all stock and share
      certificates or other documents of title to or representing the Shares
       and the Derivative Assets together with such duly executed transfers or
        assignments with the name of the transferee, date and consideration left
       blank to allow perfection after this security has become enforceable of
        the title of the Vendors or any nominee or purchaser from them to all or
any part of the Charged Property in respect of them.            

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5.2     The Vendors' Solicitors shall hold (and, as the case may be, release)   
     all the documents referred to in Clause 5.1 above only on the express
      terms of an escrow agreement to be entered into between the Buyer, the
      Vendors and the Vendors' Solicitors on the same date as this Mortgage.

6.      NEGATIVE PLEDGE                                                         

The Buyer shall not:                                            

6.1     create, purport to create or allow to subsist, any Security Interest    
 over the whole or any part of the Charged Property except for any
Permitted Security Interest;                                    

6.2     convey, assign, transfer, or agree to convey, assign or transfer the    
       whole or any part of the Charged Property other than in accordance with
this Mortgage; or                                               

6.3     permit or agree to any variation of the rights attaching to the whole or
any part of the Charged Property.                               

7.      DIVIDENDS AND VOTING RIGHTS                                             

7.1     Dividends and voting rights                                             

For so long as no Event of Default has occurred, the Buyer will:

7.1.1   receive all dividends (other than scrip dividends), interest and other  
        income deriving from and received by it in respect of the Shares and the
     Derivative Assets for its own account save as otherwise agreed in the
Loan Note; and                                                  

7.1.2   exercise all voting and other rights and powers attached to the Shares  
       and the Derivative Assets PROVIDED THAT such voting does not materially
adversely affect the Shares and the Derivative Assets and is not
otherwise inconsistent with this Mortgage.                      

7.2     Powers                                                                  

     Once an Event of Default has occurred and any applicable grace period
    has expired, the Vendors may at their discretion exercise any voting
       rights and any powers or rights which may be exercised by the person or
  persons in whose name or names the Charged Property are registered
      including (without limitation) all powers and rights given to trustees
       by Section 10(3) and (4) of the Trustee Act 1925 (as amended by Section
 9 of the Trustee Investment Act 1961) in respect of securities or
property subject to a trust.                                    

7.3     Vendors' powers of enforcement over Shares and the Derivative Assets    

7.3.1   All moneys received by or on behalf of the Vendors in respect of the    
Shares or the Derivative Assets after this security has become  
        enforceable shall be applied by the Vendors in or towards payment of the
      Secured Liabilities in such order as the Vendors think fit but without
  prejudice to their rights to recover the shortfall from the Buyer.

7.3.2   The Vendors shall not have any duty as to any Shares and Derivative     
Assets and shall incur no liability for:                        

        (a)  ascertaining or taking action in respect of any calls, instalments,
         conversions, exchanges, maturities, tenders or other matters in
       relation to any Shares and Derivative Assets or the nature or
           sufficiency of any payment whether or not the Vendors have or are
deemed to have knowledge of such matters; or          

        (b)  taking any necessary steps to preserve rights against prior parties
             or any other rights pertaining to any Shares and Derivative Assets;
or                                                    

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   (c)  for any failure to present any interest, coupon or any bond or
         stock drawn for repayment or for any failure to pay any call or
         instalment or to accept any offer or to notify the Buyer of any
           such matter or for any failure to ensure that the correct amounts
        (if any) are paid or received in respect of the Shares and the
Derivative Assets.                                    

7.4     David Holden                                                            

         The Vendors other than David Holden (and any person deriving title from
       him) hereby irrevocably and unconditionally appoint David Holden (and
      any person deriving title under him) to act as their representative,
    agent and trustee concerning the exercise of any of the rights and
      powers of the Vendors under this Mortgage. Any notice or instruction
       given or act taken by David Holden in relation to this Mortgage shall
  have the same effect as if signed by or on behalf of each of the
         Vendors and any person deriving title from any of them or taken by each
       of them and the Buyer shall be able to rely on it as if sanctioned by
all the Vendors.                                              

8.      REPRESENTATIONS AND WARRANTIES                                          

8.1     The Buyer represents and warrants to the Vendors as at completion of the
      Agreement that it has not sold or agreed to sell or otherwise disposed
     of, or agreed to dispose of, the benefit of all or any of the Buyer's
right, title and interest in and to the Charged Property.       

8.2     The representation and warranty set out in Clause 8.1 is given and made 
      on and as of the date of this Mortgage, shall survive the execution of
      this Mortgage and is a continuing representation and warranty which is
        deemed to be repeated during the continuance of the security constituted
by this Mortgage.                                               

9.      RELEASE                                                                 

 Upon all the Security Liabilities failing to arise or having been
  unconditionally irrevocably discharged, the Shares, the Derivative
        Assets and the unsigned stock transfer forms shall forthwith be released
        from the security hereunder which shall have no further force or effect.

10.     UNDERTAKINGS                                                            

        The Buyer gives each of the undertakings contained in this Clause to the
Vendors.                                                        

10.1    Duration                                                                

The undertakings in this Clause shall remain in force during the
continuance of the security constituted by this Mortgage.       

10.2    To comply with statutes                                                 

  The Buyer shall comply with all requirements of any authority, all
      obligations under any statute and all byelaws and regulations relating
to the whole or any part of the Charged Property.               

10.3    To provide information                                                  

 The Buyer shall furnish to the Vendors forthwith on demand by the
        Vendors such information and supply such documents or papers relating to
        the Charged Property from time to time supplied to other shareholders of
the Company.                                                    

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10.4    The Shares and the Derivative Assets                                    

The Buyer shall:                                                

10.4.1  duly and promptly pay all calls, instalments or other payments which may
        be made or become due in respect of any of the Shares and the Derivative
Assets as and when the same become due;                         

10.4.2  except with the prior written consent of the Vendors, not permit any    
    person other than the Buyer to be registered as holder of all or any
part of the Shares and the Derivative Assets;                   

10.4.3  except with the prior written consent of the Vendors (not to be         
       unreasonably withheld), not cause or permit to be issued any additional
     shares of the Company or any securities convertible into, or carrying
rights to subscribe for, shares of the Company;                 

10.4.4  if the Vendors give their prior written consent to an issue of shares   
       pursuant to Clause 9.4.3, enter into such security documentation as the
   Vendors may reasonably require or shall procure that the beneficial
      and/or the registered owners enter into such security documentation as
    the Vendors may reasonably require in respect of all such additional
shares or securities;                                           

10.4.5  except with the prior written consent of the Vendors (not to be         
      unreasonably withheld), not exercise any right it may have against the
   Company (except such rights as may be specifically conferred on the
Buyer by this Mortgage or which arise in the ordinary course of 
    business) except on such terms and in such manner as the Vendors may
      reasonably require and, if it does so in contravention of this Clause,
        it shall hold any amount received or recovered by it as a result of such
exercise on trust for the Vendors in reduction of the Secured   
Liabilities; and                                                

10.4.6  as soon as reasonably practicable following receipt by it of any report,
        accounts, circular or notice sent or provided to it (or to any person on
       its behalf) in connection with its holding of any of the Shares and the
        Derivative Assets, provide or cause to be provided to the Vendors a copy
     of such item together with a letter explaining that the copy is being
provided to the Vendors pursuant to this Clause.                

11.     COSTS UNDERTAKING                                                       

    The Buyer shall on demand pay to the Vendors and discharge all Costs
payable by them after an Event of Default.                      

12.     DEFAULT                                                                 

12.1    Enforcement                                                             

       This Mortgage shall become immediately enforceable on the occurrence of
    any Event of Default, save on the occurrence of any Event of Default
     referred to in Clauses 7.1.2, 7.1.3, 7.1.11, 7.1.12 and 7.1.16 of the
    Loan Note where the Mortgage shall not become enforceable unless and
       until such Event of Default shall remain unremedied for a period of six
months following its occurrence.                                

12.2    Consequences of default                                                 

   On and at any time after the occurrence of an Event of Default, the
       Vendors in their absolute discretion may by written notice to the Buyer
confirming such Event of Default:                               

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12.2.1  declare the Secured Liabilities to be immediately due and payable,      
      together with accrued interest thereon and any other sums then owed by
  the Buyer under and, upon that declaration, such sums shall become
        immediately due and payable without demand or notice of any kind, all of
which are hereby expressly waived by the Buyer; or              

12.2.2  declare the Secured Liabilities to be due and payable on demand of the  
Vendors; and/or                                                 

12.2.3  subject to Clause 12.1, declare the security constituted by the Loan    
Documents to be enforceable.                                    

13.     STATUTORY POWER OF SALE                                                 

13.1    For the purposes of all powers implied by statute, and in particular the
        power of sale under Section 101 of the LPA (Powers incident to estate or
       interest in a mortgage), the Secured Liabilities will be deemed to have
become due when the security created by this Mortgage becomes   
     enforceable in accordance with Clause 12.1 and Section 103 of the LPA
   (Regulation of exercise of power of sale) and Section 93 of the LPA
(Restriction on consolidation of mortgages) will not apply.     

13.2    The Vendors may exercise their statutory power of sale in respect of the
whole or any part of the Charged Property.                      

14.     PROTECTION OF THIRD PARTIES                                             

14.1    Any person (including, without limitation, any purchaser, mortgagor or  
      mortgagee) (in this Clause a "purchaser") dealing with the Vendors may
assume without inquiry that:                                    

14.1.1  some part of the Secured Liabilities has become due;                    

14.1.2  a demand for the Secured Liabilities has been duly made; and            

14.1.3  such Secured Liabilities have become due within the meaning of Section  
     101 of the LPA (Powers incident to estate or interest in a mortgage).

14.2    No purchaser dealing with the Vendors is to be concerned to enquire     
       whether any power exercised or purported to be exercised by the Vendors
        has become exercisable, or as to the propriety or regularity of any sale
   by, or other dealing with, the Vendors. Any such sale or dealing is
   deemed to be within the powers conferred by this Mortgage and to be
 valid and effective accordingly. All the protection to purchasers
contained in Section 104 (Conveyance on sale) and Section 107   
      (Mortgagee's receipt, discharges etc.) of the LPA and Section 42(3) of
the Insolvency Act (Prohibition upon enquiry into administrative
receiver's powers) apply to any purchaser.                      

15.     NO LIABILITY AS MORTGAGEE IN POSSESSION                                 

   The Vendors are not liable to account as mortgagee in possession in
respect of the Charged Property.                                

16.     POWER OF ATTORNEY                                                       

16.1    The Buyer hereby irrevocably appoints, by way of security, each of the  
        Vendors and each person deriving title from any of them, severally to be
its attorney (with full power to appoint substitutes and to sub-
       delegate) for it, in its name, on its behalf and as its act and deed or
        otherwise to sign or execute any deed or document or do any act or thing
 which the Buyer is, or may become, obliged to sign, execute or do
   pursuant to this Mortgage or which any of the Vendors or any person
        deriving title from any of them may in the reasonable discretion of such
        person think fit in connection with the exercise of any of the powers of
  such person or the realisation of any security constituted by this
Mortgage.                                                       

16.2    Without prejudice to the generality of the foregoing, the Buyer         
        unconditionally undertakes to the Vendors, and separately to each person
deriving title from him, that it shall ratify and confirm       

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       anything done or purported to be done in accordance with Clause 16.1 by
any attorney appointed pursuant to this Clause.                 

17.     CUMULATIVE AND CONTINUING SECURITY                                      

17.1    This Mortgage is a continuing security to the Vendors regardless of any 
        intermediate payment or discharge of any part of the Secured Liabilities
and will not be prejudiced or affected by any act, omission or  
     circumstance which, but for this Clause, might affect or diminish its
effectiveness.                                                  

17.2    The security constituted by this Mortgage is in addition to, is not in  
       substitution for, is without prejudice to, and does not merge with, any
       rights whatsoever which the Vendors may have, whether in respect of the
    Secured Liabilities or otherwise, including, without limitation, any
 rights arising under any other Security Interest, any bill, note,
guarantee, contract or applicable rule of law.                  

17.3    Any receipt, release or discharge of the security constituted by, or of 
any liability arising under, this Mortgage shall not release or 
       discharge the Buyer from any liability which may exist independently of
this Mortgage to the Vendors.                                   

17.4    Where the security constituted by this Mortgage initially takes effect  
       as a collateral or further security to any other Security Interest held
   by the Bank then, notwithstanding any receipt, release or discharge
     given in respect of such other Security Interest, this Mortgage shall
     take effect as an independent security for any monies, liabilities or
other sums secured by such other Security Interest.             

18.     AVOIDANCE OF PAYMENTS                                                   

18.1    No assurance, security or payment which may be avoided under the law or 
subject to an order of the court made under any law relating to 
        bankruptcy, insolvency, administration or winding-up, including, without
       limitation, the Insolvency Act, and no release, settlement or discharge
given or made by the Vendors on the faith of any such assurance,
    security or payment, prejudices or affects the right of the Vendors:

18.1.1  to recover any monies from the Buyer (including, without limitation, any
   monies which it is compelled to refund under Chapter X (Malpractice
    before and during liquidation; penalisation of companies and company
        officers; investigations and prosecutions) of the Insolvency Act and any
 Costs payable by it incurred in connection with such process); or

18.1.2  to enforce the security constituted by this Mortgage to the full extent 
of the Secured Liabilities.                                     

18.2    The Vendors may at their discretion retain the security so created as   
       security for the Secured Liabilities for a period of one month plus any
     statutory period within which any such assurance, security or payment
      can be avoided or invalidated notwithstanding and without prejudice to
      any release, settlement, discharge or arrangement given or made by the
Vendors.                                                        

18.3    If at any time within the period referred to in Clause 17.2 any person  
takes any step whatsoever relating to (i) the winding-up or     
       administration of the Buyer; or (ii) any arrangement with the creditors
 of the Buyer, the Vendors may retain the whole or any part of the
    security constituted by this Mortgage for such further period as the
        Vendors may in their reasonable discretion think fit. Such security will
        be deemed to have been held and remained held by the Vendors as security
for the payment to the Vendors of the Secured Liabilities.      

19.     PAYMENTS AND WITHHOLDING TAXES                                          

     The Buyer shall pay and discharge the Secured Liabilities without any
      set-off, counterclaim, restriction or condition, without regard to any
     equities between the Buyer and the Vendors and free and clear of, and
  without deduction or withholding for, or on account of, any Taxes,
   except to the extent that the Buyer is required by law to deduct or
withhold any Taxes on any amounts                               

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      payable under this Mortgage, in which case it shall pay to the Vendors
      such additional amount as may be necessary in order to ensure that the
  net amount received by the Vendors after the required deduction or
     withholding (including, without limitation, any required deduction or
      withholding on such additional amount) is equal to the amount that the
     Vendors would have received had no such deduction or withholding been
      made. Any additional amount paid under this Clause shall be treated as
agreed compensation and not as interest.                        

20.     ASSIGNMENT                                                              

      The Buyer may not assign, transfer, novate or dispose of any of or any
        interest in, its rights and obligations under this Mortgage. The Vendors
    may assign, transfer, novate or dispose of any of or any interest in
     their rights under this Mortgage provided that they also transfer all
their interest under the Loan Note.                             

21.     WAIVERS                                                                 

        No failure or delay or other relaxation or indulgence on the part of the
        Vendors to exercise any power, right or remedy shall operate as a waiver
        thereof nor shall any single or partial exercise or waiver of any power,
    right or remedy preclude its further exercise or the exercise of any
other power, right or remedy.                                   

22.     SEVERABILITY                                                            

      Each of the provisions of this Mortgage is distinct and severable from
  the others and if at any time one or more of such provisions is or
    becomes illegal, invalid or unenforceable the validity, legality and
      enforceability of the remaining provisions hereof shall not in any way
be affected or impaired thereby.                                

23.     NOTICES                                                                 

23.1    Each party may give any notice, demand or other communication under or  
   in connection with this Mortgage by letter, facsimile or comparable
  means of communication addressed to the other party at the address
        identified with its name below. Any such communication will be deemed to
be given as follows:                                            

23.1.1  if personally delivered, at the time of delivery;                       

23.1.2  if by letter, at noon on the business day following the day such letter 
    was posted (or in the case of airmail, seven days after the envelope
containing the same was delivered into the custody of the postal
authorities); and                                               

23.1.3  if by facsimile transmission or comparable means of communication during
    the business hours of the addressee then on the day of transmission,
otherwise on the next following business day.                   

23.2    In proving such service it shall be sufficient to prove that personal   
       delivery was made or that such letter was properly stamped first class,
addressed and delivered to the postal authorities in the case of
       facsimile transmission or other comparable means of communication, that
a confirming hard copy was provided promptly after transmission.

24.     LAW AND JURISDICTION                                                    

24.1    This Mortgage shall be governed by and construed in accordance with     
English law.                                                    

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24.2    The Buyer agrees that any legal action or proceedings arising out of or 
       in connection with this Mortgage against the Buyer or any of its assets
       may be brought in the High Court of Justice in England, irrevocably and
unconditionally submits to the jurisdiction of such Court and   
  irrevocably designates, appoints and empowers Faegre Benson Hobson
        Audley of 7 Pilgrim Street, London EC4V 6LB (attention: Edward Hoare) to
       receive for it and on its behalf, service of process issued out of such
     Court in any such legal action or proceedings. The submission to such
      jurisdiction shall not (and shall not be construed so as to) limit the
        right of the Vendors to take proceedings against the Buyer in whatsoever
       jurisdictions it thinks fit, nor shall the taking of proceedings in any
        one or more jurisdiction preclude the taking of proceedings in any other
        jurisdiction, whether concurrently or not. The Buyer waives objection to
       such Court on the grounds of inconvenient forum or otherwise as regards
proceedings in connection with this Mortgage and agrees that the
   judgment or order of such Court in connection with this Mortgage is
  conclusive and binding on it and may be enforced against it in the
courts of any other jurisdiction.                               

25.     COUNTERPARTS AND DELIVERY                                               

25.1    This Mortgage may be executed in any number of counterparts, each of    
    which is an original, and which together constitute one and the same
document.                                                       

25.2    If this Mortgage is executed in more than one counterpart, this Mortgage
is deemed to be delivered and has effect when:                  

25.2.1  each party other than the Vendors has executed a counterpart of this    
Mortgage;                                                       

25.2.2  each party other than the Vendors has handed over such counterpart to   
one of the other parties to this Mortgage; and                  

25.2.3  each of the counterparts has been dated.                                

25.3    If this Mortgage is not executed in more than one counterpart, this     
       Mortgage is deemed to be delivered and has effect when each party other
   than the Bank has executed this Mortgage and this Mortgage has been
dated.                                                          

25.4    The execution (whether under hand or as a deed) or sealing of this      
   Mortgage by or on behalf of a party constitutes an authority to the
    solicitors or legal counsel acting for that party in connection with
   this Mortgage, or any agent or employee of such solicitors or legal
counsel, to deliver it as a deed on behalf of that party.       

25.5    Each party to this Mortgage agrees to be bound by this Mortgage despite 
     the fact that any other person which was intended to execute or to be
     bound does not do so or is not effectually bound and despite the fact
      that any Security Interest contained in this Mortgage is terminated or
        becomes invalid or unenforceable against any other person whether or not
such termination, invalidity or unenforceability is known to the
Vendors.                                                        

IN WITNESS WHEREOF this Mortgage has been executed and delivered as a deed on   
the date written at the beginning of this Mortgage.                             

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THE SCHEDULE  

The Shares  

David Holden                 9,700 ordinary shares  
Leonard Walter Holden          100 ordinary shares  
Ronald Neil Holden             100 ordinary shares  
June Holden                    100 ordinary shares  

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EXECUTED and DELIVERED as a DEED                )     /s/   Charles T. Stout    
for and on behalf of ACT Teleconferencing, Inc. )           Assistant Secretary 
acting by:                                                                      

Notice details                                                                  
Address:                                                                        

Fax No:                                                                         
Telephone No:                                                                   
Attention:                                                                      

EXECUTED and DELIVERED as a DEED                )     /s/   David Holden        
by David Holden in the presence of:             )                               

Witness name:                                                                   

Witness signature:                                                              

Witness occupation:                                                             

Witness address:                                                                

Notice details                                                                  
Address:                                                                        

Fax No:                                                                         
Telephone No:                                                                   
Attention:                                                                      

EXECUTED and DELIVERED as a DEED                )     /s/   Ronald Neil Holden  
by Ronald Neil Holden in the presence of:       )                               

Witness name:                                                                   

Witness signature:                                                              

Witness occupation:                                                             

Witness address:                                                                

Notice details                                                                  
Address:                                                                        

Fax No:                                                                         
Telephone No:                                                                   
Attention:                                                                      

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EXECUTED and DELIVERED as a DEED                )     /s/   June Holden         
by June Holden in the presence of :             )                               

Witness name:                                                                   

Witness signature:                                                              

Witness occupation:                                                             

Witness address:                                                                

Notice details                                                                  
Address:                                                                        

Fax No:                                                                         
Telephone No:                                                                   
Attention:                                                                      

EXECUTED and DELIVERED as a DEED                )     /s/  Leonard Walter Holden
by Leonard Walter Holden in the presence of:    )                               

Witness name:                                                                   

Witness signature:                                                              

Witness occupation:                                                             

Witness address:                                                                

Notice details                                                                  
Address:                                                                        

Telex No:                                                                       
Fax No:                                                                         
Telephone No:                                                                   
Attention:                                                                      

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Exhibit D 
--------- 

VARIATION OF D HOLDEN'S SERVICE AGREEMENT 
----------------------------------------- 

A G R E E M E N T   dated 17 January 2001                                       

B E T W E E N:                                                                  

(1)  ACT TELECONFERENCING LIMITED (company number 2707124) whose registered     
office is 7 Pilgrim Street London EC4V 6LB (the "Company")            

(2)  DAVID HOLDEN of 41 Kingsend, Ruislip, Middlesex HA4 7DD ("Mr. Holden")     

RECITALS                                                                        

A.   Mr. Holden is employed by the Company as Managing Director pursuant to the 
Service Agreement.                                                    

B.   Mr. Holden and the Company have agreed that the employment of Mr. Holden   
will continue with effect from the Effective Date on the terms of the 
Service Agreement as varied by this Agreement.                        

C.   In consideration of the payment to him by ACT Teleconferencing, Inc. of the
     sum of (Pounds)350,000 under the terms of the Share Purchase Agreement made
   between ACT Teleconferencing, Inc. and Mr. Holden and others dated 17/th/
January 2001 Mr. Holden hereby agrees to the terms of this Agreement. 

THE PARTIES AGREE  as follows:                                                  

1.   Definitions                                                                
-----------                                                           

In this Agreement the following words and expressions shall have the  
following meanings:                                                   

"Effective Date"      17/th/ January 2001                             

"Service Agreement" the Service Agreement made between Mr. Holden and 
                              the Company dated 10/th/ April 1992 as
                      varied on 30/th/ November 1993

"Share Purchase Agreement" the Share Purchase Agreement dated 17/th/  
                     January 2001 made between ACT
                                 Teleconferencing, Inc. and Mr. Holden and
others  

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2.   The Service Agreement shall be amended with effect from the Effective Date 
as follows:                                                           

2.1  The following clause shall be substituted for Clause 2:          

       "2.1 This Service Agreement shall commence on a date to be mutually
               agreed and shall (subject as hereinafter provided) continue until
             31st December 2005 (the "Fixed Term") and thereafter unless and
              until terminated by either party giving to the other six months'
              notice in writing such notice not to expire before 31st December
               2005 provided that Mr. Holden may terminate this Agreement at any
             time by giving the Company six months' notice in writing within
               six months of either the redemption of the A Notes and B Notes as
            defined in a loan note instrument dated 17th January 2001 made
              between ACT Teleconferencing, Inc. and Mr Holden and others (the
          "Loan Note Instrument") or an Event of Default as defined in
Clause 7 of the Loan Note Instrument."            

2.2  The following clause shall be added as Clause 2.2:               

         "2.2 Notwithstanding the provisions of Clauses 2.1 (Notice) and 10(b)
              (Termination on account of illness or injury) the Company may at
             any time elect in its sole and absolute discretion to terminate
              Mr. Holden's employment forthwith on payment to Mr. Holden of an
              amount equal to the basic salary (at the rate then payable under
             Clause 5) together with any bonus and benefits in kind (subject
             to deduction of tax and national insurance) which he would have
           received during the period ending on either the expiry of the
            Fixed Term or, if later, the date on which the notice to which
           Mr. Holden is entitled under Clause 2.1 or Clause 10(b) would
have expired."                                    

2.2  The following clause shall be added as Clause 2.3:               

         "2.3 Without prejudice to the terms of Clause 2.2, the Company may at
            any time and for a period of no more than three months require
             Mr. Holden to cease performing his job.  During any such period
of garden leave:                                  

              2.3.1  the Company shall continue to pay Mr. Holden's salary and
                      provide all benefits and any bonus to which he is entitled
under the Service Agreement;        

            2.3.2  the Company shall be under no obligation to provide any
work for Mr. Holden;                

             2.3.3  the Company may require Mr. Holden to stay away from and
                   have no contact with any premises, employees, officers,
                   customers, clients, agents or suppliers of the Company;

               2.3.4  Mr. Holden shall, at the request of the Board, immediately
             deliver to the Company all or any property in his
                 possession or control which belongs to the Company or
         which relates to the business of the Company;

         2.3.5  Mr. Holden shall at the written request of the Board
                    immediately resign (without claim for compensation) from
                    all and any directorships and other offices which he may
hold in the Company                 

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                     and from any other appointments or offices which he
                        holds as nominee or representative of the Company; and

               2.3.6   for the avoidance of doubt, Mr. Holden shall continue
                  to be bound by Clause 4 of the Service Agreement
                         (obligation not to be employed in any other business)."

2.3  The following Clause shall be substituted for Clause 5:          

      "5.1   The Company will continue to pay Mr. Holden a salary at the
              rate of (Pounds)75,000 per annum during his employment which
                 salary will accrue from day to day and be payable in arrears by
             equal monthly instalments on or around the last day of each
calendar month.                               

          5.2    Mr. Holden's salary shall be reviewed by the Board of Directors
        of the Company with effect from 1/st/ January 2001 and
              subsequently with effect from 1/st/ January in each year and
                 shall be increased by not less than the rate of increase in the
        Retail Prices Index for the preceding 12 month period.

        5.3    The salary referred to in Clause 5.1 will not be inclusive of
              any director's fees to which Mr. Holden may be entitled as a
director of the Company."                     

    2.4  Clause 8 shall be amended to refer to Mr Holden's entitlement to five
       weeks' paid holiday, in place of four weeks' paid holiday, in every
year.                                                       

2.5  Clause 12 of the Service Agreement shall be amended to read:     

      "12.1  In this Clause 12 the following words and expressions shall
have the following meanings:                  

               "Business"                  the business or businesses of the
                                             Company in or with which Mr. Holden
                                         has been involved or concerned,
                                 namely the provision of
                                         teleconferencing and electronic
                                           meeting services and products, at
                                          any time during the Prior Period

               "directly or indirectly"    Mr. Holden acting either alone or
                                          jointly with or on behalf of any
                                        other person, firm or company,
                                        whether as principal, partner,
                                        manager, employee, contractor,
                                           director, consultant, investor or
                   otherwise

              "Group Company"             any holding company for the time
                                     being of the Company or any
                                          subsidiary for the time being of
                                            the Company or of any such holding
                                             company (for which purpose "holding
                                            company" and "subsidiary" have the
                                      meanings ascribed to them by
                                          section 736 of the Companies Act
                                          1985 as amended by the Companies
                   Act 1989)

             "Key Personnel"             any person who was an employee,
                                        agent, director, consultant or
                     independent

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                                  contractor employed, appointed or engaged by
                                  the Company or any Relevant Group Company at
                             any time within the Prior Period who by
                               reason of such employment, appointment or
                          engagement and in particular his/her
                                   seniority and expertise or knowledge of trade
                                secrets or confidential information of the
                              Company or any Relevant Group Company or
                                 knowledge of or influence over the clients,
                                  customers or suppliers of the Company or any
                                 Relevant Group Company is likely to be able
                           to assist or benefit a business in or
                             proposing to be in competition with the
                           Company or any Relevant Group Company

          "Prior Period"           the period of 12 months immediately preceding
          the Termination Date

        "Relevant Area"          the United Kingdom and any and all European
                                countries where the Company has a material
presence  

         "Relevant Customer"      any person, firm company or organisation who
                                  or which at any time during the Prior Period
 is or was:-

                             (i)   negotiating with the Company or a
                                        Relevant Group Company for the sale or
                                supply of Relevant Products or
              Services; or

                                  (ii)  a client or customer of the Company or
                                         any Relevant Group Company for the sale
                                   or supply of Relevant Products or
              Services; or

                            (iii) in the habit of dealing with the
                                       Company or any Relevant Group Company
                                    for the sale of supply of Relevant
                      Products or Services

                             and in each case with whom or which Mr.
                                   Holden was directly concerned or connected or
                              of whom or which Mr. Holden had personal
                              knowledge during the Prior Period in the
              course of his employment

       "Relevant Group Company" any Group Company (other than the Company)
                                 for which Mr. Holden has performed services
                                 under the Service Agreement or for which he
                                   has had operational/management responsibility
                         at any time during the Prior Period

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       "Relevant Products       products or services which are of the same
          or Services"             kind as or of a materially similar kind to or
                               competitive with any products or services
                            sold or supplied by the Company or any
                                Relevant Group Company, including, but not
                                 limited to, teleconferencing and electronic
                               meeting services and products, within the
                                Prior Period and with which sale or supply
                          Mr. Holden was directly concerned or
                           connected or of which he had personal
                              knowledge during the Prior Period in the
              course of his employment

        "Relevant Supplier"      any person, firm or company who at any time
                                   during the Prior Period was a supplier of any
                             goods or services to the Company or any
                                   Relevant Group Company and with whom or which
                                 Mr. Holden had personal dealings during his
employment

   "Restricted Period"      means the period of 12 months from the
                                 Termination Date, such period being reduced
                                 by any period of garden leave served by Mr.
                                  Holden pursuant to Clause 2.3 of the Service
Agreement 

          "Termination Date"       the date of termination for any reason of Mr.
                          Holden's employment with the Company

    12.2 Mr. Holden understands and acknowledges that his senior position with
   the Company gives him access to and the benefit of confidential
 information vital to the continued success of the Company and
          influence over and connection with the Company's customers, suppliers,
        distributors, agents, employees and directors in or with which he is
         engaged or in contact and Mr. Holden hereby acknowledges and confirms
       that he agrees that the provisions appearing in Clause 12 below (on
    which he has had an opportunity to take independent advice as he
       hereby acknowledges) are reasonable in their application to him and
         necessary but no more than sufficient to protect the interests of the
Company.                                                    

  12.3 Mr. Holden shall not without the prior written consent of the Board
      directly or indirectly at any time within the Restricted Period be
engaged or concerned or interested in, or provide technical,
          commercial or professional advice to, any business within the Relevant
         Area which (a) competes or (b) will at any time during the Restricted
       Period compete with the Business. Nothing in this Clause 12.3 shall
       prevent Mr. Holden from holding securities in a company listed on a
         Recognised Stock Exchange where his holding does not exceed 5% of the
class of securities concerned.                              

  12.4 Mr. Holden shall not without the prior written consent of the Board
     directly or indirectly at any time within the Restricted Period:-

      12.4.1    solicit the custom of, facilitate the solicitation of or
                  deal with any Relevant Customer in respect of any Relevant
Products or Services; or                

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         12.4.2    interfere or endeavour to interfere with the continuance of
                 supplies to the Company or any Relevant Group Company (or
             the terms relating to those supplies) by any Relevant
Supplier.                               

  12.5 Mr. Holden shall not without the prior written consent of the Board
   directly or indirectly at any time during the Relevant Period:-

         12.5.1    entice away from the Company or any Relevant Group Company;
or                                      

       12.5.2    endeavour to entice away from the Company or any Relevant
Group Company; or                       

12.5.3    employ or engage; or                              

12.5.4    endeavour to employ or engage, any Key Personnel. 

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      12.6 Mr. Holden acknowledges that the provisions of this Clause 12
              shall constitute severable undertakings given for the benefit of
          the Company and each other Relevant Group Company and may be
enforced by the Company on behalf of any of them. 

    12.7 If any of the restrictions or obligations contained in this
            Clause 12 is held not to be valid on the basis that it exceeds
       what is reasonable for the protection of the goodwill and
               interests of the Company and any Relevant Group Company but would
    be valid if part of the wording were deleted then such
            restrictions or obligations shall apply with such deletions as
may be necessary to make it enforceable.          

       12.8 Mr. Holden acknowledges and agrees that he shall be obliged to
           draw the provisions of this Clause 12 to the attention of any
            third party who could reasonably be considered a competitor of
               the Company or any Relevant Group Company and who may at any time
               before or after the termination of his employment offer to engage
              him in any capacity and for whom or with whom Mr. Holden intends
to work during the Restricted Period."            

3.   In consideration of the amendments to the Service Agreement set out at     
    Clause 2 above, ACT Teleconferencing, Inc. shall pay to Mr. Holden the sum
    of (Pounds)350,000 without deduction of tax pursuant to the Share Purchase
Agreement.                                                            

SIGNED by                   )                                                   
on behalf of                )                                                   
ACT TELECONFERENCING LIMITED)                                                   

SIGNED by DAVID HOLDEN      )                                                   

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Exhibit E 
--------- 

BANK GUARANTEE  
--------------  

DEED OF GUARANTEE 

THIS DEED OF GUARANTEE is made the 17/th/ JANUARY 2001 by:                      

BARCLAYS BANK PLC ("the Guarantor")                                             

WHEREAS the Guarantor has agreed to guarantee (Pounds)750,000 of the            
(Pounds)1,172,000 convertible secured A Notes and upon repayment of the A Notes 
on 31 December 2001 thereafter to guarantee (Pounds)750,000 of the              
(Pounds)2,980,000 convertible secured B Notes both to be issued by ACT          
Teleconferencing Inc. pursuant to the terms of an instrument dated 17th January,
2001 of which this Guarantee shall be deemed to form part (the "Instrument") on 
the terms hereinafter provided.                                                 

NOW THIS DEED WITNESSES as follows:-                                            

1.   The Guarantor hereby irrevocably  undertakes to each Noteholder that:-     

1.1  if the A Notes or the B Notes (together the "Notes") any part thereof shall
     become repayable or redeemable pursuant to the terms of the Instrument then
the Guarantor hereby guarantees to the Noteholders the payment by the 
     Company of the principal amount of the Notes to be so redeemed or repaid in
   accordance with the terms and conditions of the Instrument and subject to
the terms and conditions of this Guarantee; and                       

1.2  payments to be made by the Guarantor shall be made within 21 days after    
  receipt by the Guarantor at its Corporate Banking Department, 60 Queen's
     Road, Reading, Berkshire for the time being marked for the attention of the
   Branch Director, of a written demand by the Noteholder provided that such
demand shall:                                                         

    (a)  be accompanied by the certificate relating to the Notes or such other
        documents, as the Guarantor may reasonably require, to establish the
        title of the Noteholder to the Notes in respect of which such demand
is made;                                                    

 (b)  be signed by and on behalf of the Noteholder and such signature is
      confirmed by the Noteholder's bankers or solicitors as that of the
person it purports to be;                                   

    (c)  give full details of the Noteholder's name and address, the amount of
         principal which is claimed and the bank account in the United Kingdom
       in the name of the Noteholder to which the sum so demanded is to be
paid by the Guarantor;                                      

(d)  certify that:                                                    

        (i)    none of the Notes in respect of which such demand is made has
           been cancelled, redeemed or repurchased by the Company or
                 converted into shares or securities of the Company or any other
company; and                                  

     (ii)   the principal amount of the Notes (or part thereof) is and
            remains due and payable by the Company, all conditions and
               demands necessary in connection therewith have been fulfilled
                 and made, any grace period relating thereto has elapsed and the
                Company is not contesting the liability in circumstances where
the Company is entitled to withhold payment.  

(iii)                                                       

2.   The undertakings contained in paragraph 1 above are continuing undertakings
and shall remain in force notwithstanding:                            

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  (a)  any obligation of the Company in respect of its payment obligations
under the Instrument being void or unenforceable; or        

    (b)  the liquidation or dissolution of the Company or the appointment of a
     receiver or administrator of all or any part of the assets of the
  Company or any analogous event occurring in any other relevant
jurisdiction.                                               

3.   Notwithstanding anything to the contrary herein, it is hereby confirmed    
   that this Guarantee constitutes the Guarantor's direct obligation to make
     payment in accordance with the terms of this Guarantee without reference to
   the Company and without examination of the liability of the Company under
     the Note or Notes. Any amounts due hereunder will be paid without reference
     to any rights of set off or counter claim that the Company or the Guarantor
  have against the Noteholders and whether or not the Company disputes the
truth or accuracy of any statement given.                             

4.   Subject to the provisions of paragraphs 5 to 7 below the liability of the  
  Guarantor hereunder shall not be impaired or discharged by reason of any
   time or other indulgence which the Noteholder may grant to the Company or
by any forbearance whether as to payment time or otherwise nor by any 
     variation compromise or release of the obligations of the Company, provided
 that the Guarantor shall not be bound by any such other matter or thing
     which would operate either to increase the Guarantor's actual or contingent
liabilities hereunder or extend any due date for any of the Company's 
obligations under the Notes.                                          

5.   No variation or modification to the provisions of the Instrument or of the 
     rights of the Noteholder shall be made without the prior consent in writing
of the Guarantor.                                                     

6.   The liabilities of the Guarantor hereunder shall:                          

     (a)  be limited to a sum or sums not exceeding in aggregate (Pounds)750,000
    and in relation to the principal amount due under the Notes; and

    (b)  be null and void and this Guarantee shall cease to have effect on the
        earlier of 31 March 2006 (being three months after the final tranche
       of the B Notes has been repaid) and the date on which a demand by a
 Noteholder is met by the Guarantor in the aggregate amount of
        (Pounds)750,000 whether the Notes are returned to the Company or the
         Guarantor or not and the Guarantor shall have no liability under this
          Guarantee, save to the extent of any demand delivered to the Guarantor
       prior to 31 March 2006 which complies with the requirements of this
Guarantee.                                                  

7.   For the avoidance of doubt this Guarantee shall cease immediately in       
respect of any Notes purchased or redeemed by the Company.            

8.   Payments by the Guarantor under this undertaking shall be made in          
   accordance with the provisions of the Instrument. Receipt by a Noteholder
  of all or any sums paid by the Guarantor under this Guarantee shall be a
good discharge of the Guarantor's liabilities under this Guarantee as 
     against all Noteholders to the extent of the sums so paid and the Guarantor
shall not be concerned to see to the application of any such sums. The
    Guarantor may rely on any demand or other document or information believed
by the Guarantor to be genuine and correct and to have been signed or 
communicated by the person(s) by whom it purports to be signed or     
    communicated and the Guarantor shall not be liable for the consequences of
such reliance and shall have no obligation to verify that the facts or
matters stated therein are true and correct.                          

9.   All payments made by the Guarantor under the terms of this Guarantee and   
the Notes shall be treated as payment by it as Guarantor and shall    
   discharge the liabilities of the Guarantor in such capacity in respect of
the amounts for which such payments are made hereunder accordingly.   

10.  Any payment to be made hereunder will be made after any withholding or     
 deduction for or on account of any tax or duty imposed or levied by any
  authority having power to tax such payment which the Guarantor shall for
    the time being be required by any applicable law to withhold or deduct and
the Guarantor shall not be obliged to pay any additional amount to the
Noteholders in respect of the tax or duty so withheld or deducted.    

11.  This Guarantee shall be governed by and construed in accordance with       
English law.                                                          

12.  Words defined in the Instrument shall have the same meaning when used in   
this Guaranteed.                                                      

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13.  If the Noteholder intends to make a demand under paragraph 1.2 above but   
 has lodged the certificate in respect of the Notes held by him with the
     Company, he shall be entitled to make a demand under paragraph 1.2 above by
     instead delivering with his demand under paragraph 1.2 above a true copy of
     the certificate together with his written certificate to the Guarantor that
 the copy is a true copy, that he is entitled to payment under the Notes
 represented by the copy certificate and that he has lodged the original
  certificate in respect of the Notes held by him with the Company and the
Company has not paid.                                                 

In witness whereof this Guarantee has been executed by the Guarantor as a       
deed and it shall take effect the day and year first above written.             

THE COMMON SEAL of      )                                                 
BARCLAYS BANK PLC       )                                                 
was hereunto affixed    )                                                 
in the presence of:     )                                                 

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Exhibit F 

BUYER'S CERTIFICATE 
------------------- 

SECRETARY'S CERTIFICATE 

ACT Teleconferencing, Inc.  
January 5, 2001 

I, Charles T. Stout, hereby certify that the following action was taken by the  
Board of Directors of ACT Teleconferencing, Inc. effective as of January 5,     
2001:                                                                           

RESOLVED, that:                                                                 
1.   ACT Teleconferencing, Inc. ("Company") appoint Barclays Bank PLC (the      
"Bank") as the Company's bankers;                                     

2.   the Company accept the terms of the Barclays Customer Agreement (a copy of 
 which the Bank has provided) and confirm such acceptance to the Bank by
completing the Bank's form of Appointment of Bankers;                 

3.   Gavin Thomson and Gerald Van Eeckhout ("Authorized Persons") are authorized
by the Company individually to:                                       

     (a)  enter into any other agreements (including banking facility agreements
      and indemnities) which they consider to be in the interests of the
Company from time-to-time; and                              

(b)  give instructions concerning the operation of the Company's bank 
    accounts and otherwise communicate with the Bank in each case in
       writing or verbally or by computer, in accordance with the Customer
    Agreement; and any Authorized Person can arrange for the Bank to
  provide products or services which are covered by the Customer
Agreement.                                                  

FURTHER RESOLVED, that 360,000 shares of stock of ACT Teleconferencing, Inc.    
("Company") be, and they hereby are, fully authorized for issuance to David     
Holden and his family members as divided by him as partial consideration of the 
Company's purchase of 40% of the common shares of ACT Teleconferencing Limited. 

FURTHER RESOLVED, that the purchase of 40% of the common shares of ACT          
Teleconferencing Limited be, and it hereby is, approved as presented to the     
Board in its meeting of January 5, 2001, the form of documentation is ratified, 
and the officers are directed and authorized to negotiate any remaining issues, 
and are further authorized to execute all necessary documents, deliver the      
consideration required by the documents, and take all other action to complete  
the transaction within five business days following January 15, 2001.           

/s/ Charles T. Stout                    Date: January 12, 2001                  
---------------------------------             ----------------------------      
Charles T. Stout                                                                
Assistant Secretary                                                             

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Exhibit G 

ESCROW AGREEMENT
----------------

DATED                                       17 JANUARY 2001 
----------------------------------------------------------- 

ACT TELECONFERENCING, INC.  

and 

DAVID LEONARD HOLDEN  

and 

LEONARD WALTER HOLDEN 

and 

RONALD NEIL HOLDEN  

and 

JUNE HOLDEN 

and 

NABARRO NATHANSON 

----------------------------------------------------------- 

ESCROW AGREEMENT RELATING TO THE  
MORTGAGE OF 10,000 ORDINARY SHARES OF ACT   
TELECONFERENCING LIMITED  

----------------------------------------------------------- 

Nabarro Nathanson 
The Anchorage 
34 Bridge Street  
Reading RG1 2LU 

Tel:  0118 950 4700 
Fax:  0118 950 5640 

Ref: BSM/RHC  

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THIS AGREEMENT is made this 17th day of January 2001                            

BETWEEN:                                                                        

(1)  ACT TELECONFERENCING, INC. a Colorado Corporation whose principal place of 
    business is at 1658 Cole Boulevard, Suite 130, Golden Colorado, 80401, USA
("Buyer");                                                            

(2)  DAVID LEONARD HOLDEN, LEONARD WALTER HOLDEN, RONALD NEIL HOLDEN and JUNE   
HOLDEN (together "Vendors");                                          

(3)  NABARRO NATHANSON of The Anchorage, 34 Bridge Street, Reading  RG1 2LU     
     ("Escrow Agent" which expression shall include any successor to such firm).

WHEREAS:                                                                        

(A)  The Vendors and the Buyer have entered into an agreement of even date      
  ("Sale Agreement") providing for the sale by the Vendors to the Buyer of
10,000 ordinary shares in the capital of ACT Teleconferencing Limited 
("Limited").  Part of the consideration to be satisfied by the Buyer  
  pursuant to the Sale Agreement is in the form of loan notes ("Notes") in
favour of the Vendors pursuant to a loan note instrument of even date 
("Loan Note Instrument").                                             

(B)  As partial security for the consideration which the Vendors are receiving  
     pursuant to the Sale Agreement, the Buyer and the Vendors have entered into
a mortgage of 40% of the ordinary shares in Limited of even date      
("Mortgage").                                                         

(C)  Clause 5.2 of the Mortgage sets out the requirement for an escrow          
arrangement as set out in this Agreement.                             

1.  DEFINITIONS AN INTERPRETATIONS                                              

1.1  Words and expressions defined in the Sale Agreement, Mortgage and Loan Note
     Instrument shall, unless otherwise defined herein or inconsistent herewith,
have the same meaning or use in this Agreement.                       

1.2  In the event that the Sale Agreement, Mortgage and Loan Note Instrument or 
 any instructions by the Vendors are inconsistent with the provisions of
this Agreement the provisions of this Agreement shall prevail.        

1.3  Unless the context otherwise requires, in this Agreement:                  

(a) the headings are for convenience only and shall not affect the  
interpretation hereof;                                      

    (b) any reference to "this Agreement" or any other agreement or document
  shall be deemed to refer to the same as amended or modified or
    supplemented from time to time by the parties hereto or thereto;

(c) any reference to a "clause" is a reference to a clause hereof;  

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     (d) words importing the singular shall include the plural and vice versa,
          words incorporating a gender shall include every gender and references
to a person shall include bodies corporate, unincorporated  
associations and partnerships.                              

2.   APPOINTMENT                                                                

    The Vendors and the Buyer hereby irrevocably appoint and designate Nabarro
    Nathanson as the Escrow Agent for the purposes specified in this Agreement
and the Escrow Agent hereby accepts such appointment and designation. 

3.   ESCROW AGENT'S UNDERTAKING                                                 

     The Escrow Agent undertakes to the Buyer not to release the stock and share
   certificates or other documents of title to or representing the Shares or
 the Derivative Assets (both as defined in the Mortgage) delivered to it
    together with such duly executed transfers or assignments with the name of
     the transferee, date and consideration left blank which may be delivered to
  it (together the "Security Documents") unless and until David Holden (or
    his personal representatives or successors in title to the Notes issued to
him) has certified to the Escrow Agent either (a) that he has given 14
days' notice to the Buyer that an unremedied (after allowing for any  
    applicable grace period) Event of Default (as defined in the Mortgage) has
    occurred and that he seeks the immediate release of the Security Documents
  from the Escrow Agent or (b) that the Secured Liabilities (as defined in
the Mortgage) have been repaid in full and accordingly the Security   
   Documents shall be released to the Buyer (in which event the Escrow Agent
shall so release them as soon as reasonably practicable).             

4.   CERTIFICATES                                                               

4.1  The certificate required under clause 3 of this Agreement shall be in      
 writing and signed by the person giving it.  A certificate shall not be
valid if transmitted by fax or email and the Escrow Agent shall not be
deemed to have received a certificate prior to its actual receipt.    

4.2  Any certificate under this Agreement to the Escrow Agent shall be delivered
 or sent to the Escrow Agent at The Anchorage, 34 Bridge Street, Reading
    RG1 2LU (reference BSM/RHC) or to such other address as may be notified by
    the Escrow Agent to the other parties to this Agreement from time to time.

5.   LIABILITY                                                                  

5.1  The Escrow Agent shall not be liable in any manner to the Vendors or the   
 Buyer for any action taken or omitted to be taken in good faith by such
Escrow Agent hereunder or in connection herewith.                     

5.2  The Vendors and the Buyer hereby agree that the Escrow Agent shall be      
   entitled to rely conclusively upon and shall be fully protected in acting
   upon any certificate received by it in connection with this Agreement and
believed by the Escrow Agent in good faith to be genuine, contains the
     certification required in Clause 3 and correct and to have been signed by a
proper person even if any such certificate or signature or endorsement
 thereon should prove to be invalid, unauthorised, fraudulent or forged.

5.3  The Vendors and the Buyer hereby agree that the Escrow Agent may release   
    the Security Documents to the Vendors without any enquiry whatsoever as to
the underlying circumstances or the accuracy or truthfulness of any   
    certificate delivered to it under this Agreement and in particular without
any enquiry of or notification to the Buyer.                          

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5.4  The Vendors and the Buyer, jointly and severally, covenant and agree that  
     they will indemnify and hold harmless the Escrow Agent from and against any
     and all damages, losses, costs and expenses incurred by the Escrow Agent by
   reason of its acceptance of its appointment and the conduct of its duties
   under this Agreement or by reason of any action taken or not taken by the
Escrow Agent (otherwise than as a result of the Escrow Agent's wilful 
     default) and each of the Vendors and the Buyer hereby waives to the fullest
     extent permitted by law, all of its rights to bring any action or bring any
 claim against the Escrow Agent for any action taken or not taken by the
    Escrow Agent under or in connection with this Agreement (unless such claim
 is caused by the Escrow Agent's wilful default in its obligations under
this Agreement).                                                      

6.   COUNTERPARTS                                                               

This Agreement may be executed in any number of counterparts by the   
  different parties hereto on separate counterparts, each of which when so
     executed and delivered shall be an original, with all the counterparts held
together to constitute one and the same instrument.                   

7.   LAW                                                                        

This Agreement shall be governed by and construed in accordance with  
English Law.                                                          

IN WITNESS whereof this Agreement has been duly executed on the date written at 
the being of it.                                                                

ACT Teleconferencing Inc.     )                                                 
by:                           )  /s/  Charles T. Stout                          
(authorised signatory)        )       Assistant Secretary                       

DAVID HOLDEN                  )  /s/  David Holden                              
)                   

LEONARD WALTER HOLDEN         )  /s/  Leonard Walter Holden                     
)                   

RONALD NEIL HOLDEN            )  /s/  Ronald Neil Holden                        
)                   

JUNE HOLDEN                   )  /s/  June Holden                               
)                   

NABARRO NATHANSON             )  /s/  Nabarro Nathanson                         

3 

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-K’ Filing		Date		First		Last			Other Filings
Filed on:		1/31/01
For Period End:		1/24/01
		1/17/01		37
		1/15/01		69
		1/12/01		69
		1/5/01		69
		9/30/00		6					10-Q
		1/17/00		5		37
		1/1/00		6
		12/31/99		6					10KSB,  10KSB/A
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