EXHIBIT 10.66


SEPARATION AGREEMENT


          THIS
SEPARATION AGREEMENT (the “Agreement”) is made and
entered into as of December 20, 2006, by and between PREMIERE GLOBAL SERVICES, INC., a
Georgia corporation (the “Company”), and JEFFREY A. ALLRED (the “Employee”).


BACKGROUND


          WHEREAS,
the Employee has been employed by the Company as Chief
Investment Officer pursuant to that certain Fourth Amended and Restated
Executive Employment Agreement, effective as of January 1, 2005, as further
amended on September 15, 2006 (the “Employment Agreement”);


          WHEREAS,
the Company has given the Employee notice that it will not renew the Employment
Agreement, the term of which will end on January 1, 2007 (the “Separation
Date”), and the Employee has decided to resign on the Separation Date;


          WHEREAS,
in exchange for the Employee’s general releases and covenants provided in this
Agreement, the Company has agreed to provide severance benefits to the
Employee, which, other than the continuing welfare plan benefits provided
herein, are not required under the terms of the Employment Agreement and are
not normally provided to employees who resign, and the parties to this
Agreement desire to resolve all issues between them relating to the Employee’s
employment and the termination of that employment;


          NOW,
THEREFORE, in consideration of the foregoing and the
mutual covenants and agreements set forth herein, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the Company and the Employee agree as follows:


	
 

	
 


	
1.

	
Termination of Employment





          The
Employee’s employment with the Company will end on the Separation Date. The
Employee acknowledges and agrees that, other than as provided in Section 2 of
this Agreement, the Company has met all of its obligations under the Employment
Agreement and all agreements with the Employee governing his employment and/or
compensation or benefits through the date of execution of this Agreement, other
than as provided in Section 2 of this Agreement. The Employee acknowledges and
admits that he has been paid all wages, bonuses, accrued benefits and other
amounts earned and due to him through the date of execution of this Agreement,
other than as provided in Section 2. Accordingly, except as provided in Section
2 of this Agreement, the Company owes no additional amounts to the Employee for
wages, commissions, back pay, severance pay, bonuses, accrued vacation,
benefits, insurance, sick leave, other leave, reimbursement of expenses, or any
other reason.


          The
Employee acknowledges and agrees as follows: (i) effective as of the Separation
Date, he has resigned as an employee of the Company voluntarily; (ii) his
resignation is not a termination for “Good Reason” as contemplated under
Section 5.2 of the Employment Agreement; (iii) effective as of the Separation
Date, the Employee has resigned as an officer of






the Company
and as an officer and director of all of the Company’s affiliates of which he
is an officer and/or director, pursuant to a resignation document in
substantially the form of Exhibit A attached hereto; (iv) except as
provided in Section 2 of this Agreement, all payments of compensation by the
Company to the Employee under the Employment Agreement will terminate on
January 1, 2007; and (v) except as provided in Section 2 of this Agreement, the
Employee is not entitled to any severance, compensation or other benefit
contemplated or described in the Employment Agreement or the Company’s
policies.


	
 

	
 


	
2.

	
Separation Benefits





          The
Company will pay the Employee his Base Salary (as defined in Section 2.1 of the
Employment Agreement) through the Separation Date to the extent earned but not
theretofore paid, in accorandance with the Company’s normal payroll practices.
The Company will also pay the Employee any annual and/or quarterly Cash Bonus
and Stock Bonus for 2006 to the extent earned under Section 2.2 of the
Employment Agreement and not theretofore paid, at the same time that such
bonuses are paid to executive officers of the Company. The Employee shall be
entitled to (i) continuation of all benefits described in Section 2.3 of the
Employment Agreement through the end of the term, including the benefit of
matching payments made for the 401(k) plan for the 2006 year, which payments
shall be made at the same time that the Company makes matching payments for
other 401(k) participants, (ii) reimbursement of all expenses that are
otherwise reimbursable under Section 2.4 of the Employment Agreement, even if submitted
after the Separation Date, in accordance with the Company’s expense
reimbursement policy, (iii) payment of the Automobile Allowance (as defined in
Section 2.8 of the Employment Agreement) through the Separation Date, and (iv)
vesting of the remaining tranche of Restricted Shares (20,000) on December 31,
2006. In addition, in consideration of the Employee’s promises, releases and
covenants contained in this Agreement, the Company agrees as follows:


          (a)
Cash Severance. The Company will pay the Employee, within
two (2) business days following the Separation Date, a lump sum payment of one
million two hundred thousand dollars ($1,200,000) in cash, less withholdings
for taxes and other required items. The parties agree that such cash severance amount
includes any unused vacation time as of the Separation Date. 


          (b)
Stock Award. The Company will issue to the Employee, on December
30, 2006, that number of shares of Company common stock having an aggregate
fair market value on the Separation Date equal to six hundred thousand dollars
($600,000). For purposes of this Agreement, the fair market value of such
shares shall be calculated using the per share closing sales price on the New
York Stock Exchange on December 29, 2006, or, in the absence of reported sales
on such date, the closing sales price on the immediately preceding date on
which sales were reported. No fractional shares shall be issued; cash will be
paid in lieu thereof. Each such share of restricted stock will vest (and will no
longer be subject to risk of forfeiture) on December 31, 2006. Employee may
elect to “net share settle” the grant on the grant date to satisfy state and
federal income tax obligations in a manner that is consistent with the
Company’s prior practice. The parties agree that such shares may not be sold or
transferred for a period of twelve (12) months following the date on which the
shares are issued; provided, however, that this transfer restriction shall not
apply to the following: (i) any sale or transfer (including an implied sale
pursuant to a net share settlement arrangement with the Company) to


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satisfy state,
local, federal or foreign income tax liabilities of the Employee arising from
the receipt or vesting of those shares; (ii) any transfer to a charitable trust
established by the Employee; and (iii) any transfer upon or following a Change
in Control of the Company, as such term is defined in the Employment Agreement.


          (c)
Lapse of Holding Requirements on Previous Stock Awards. The Company will
cause the eighteen (18)-month holding restriction imposed on any shares of
stock held by the Employee which were issued or will be issued as a Stock
Bonus, as such term is defined in the Employment Agreement, under the Premiere
Global Services, Inc. 2004 Long-Term Incentive Plan pursuant to one or more
Restricted Stock Agreements to terminate as of the Separation Date.


          (d)
Benefits Coverage. Pursuant to the Employment Agreement, upon the
Separation Date, the Employee will be entitled to continue to participate (i)
for twelve (12) months after the Separation Date, in any dental, disability,
life or similar programs (“Other Welfare Benefits Programs”) provided by the
Company and in which he participated immediately before the Separation Date, and
(ii) for a period of twenty-four (24) months after the Separation Date, in any
medical or health plans and programs (“Healthcare Benefits Programs”) provided
by the Company and in which he participated immediately before the Separation
Date, on the same basis as during his employment (including payment by the
Company of the costs and expenses associated with such programs on the same
terms as during the time the Employee was employed with the Company). In
meeting its obligations under this provision, the Company will take all actions
which may be necessary or appropriate to comply with criteria set forth by the
Company’s insurance carriers and other program providers to continue the
Employee’s participation or, in the Company’s discretion, the Company may provide
equivalent coverage under alternative arrangements. The parties agree that, in
satisfaction of its obligations relating to the Other Welfare Benefits
Programs, the Company will pay Employee a lump sum amount equal to the costs to
Employee for the coverage (or coverages) for the full 12-month period within
five (5) days after the Employee’s Separation Date (which amount the parties
agree is $7,500). The parties further agree that, in satisfaction of its
obligations relating to the Healthcare Benefits Programs, the Company shall
permit the Employee to continue to participate in the Healthcare Benefits
Programs, subject to the terms and conditions thereof, for a period of six (6)
months following the Separation Date, and, following such six (6)-month period,
the Company shall (i) pay to Employee within five (5) days after the
termination of such six (6)-month period a lump sum amount equal to the monthly
rate for COBRA coverage at the last date of such six (6)-month period that is
then being paid by former active employees for the level of coverage that
applies to Employee and his dependents, minus the amount active employees are
then paying for such coverage, multiplied by 18 months (plus a tax gross-up on
such lump sum amount), and (ii) permit Employee and his dependents to elect to
participate in the healthcare plan for the 18-month period upon payment of the
applicable rate for COBRA coverage during the 18-month period. With respect to
continued coverage under any such medical or health plan, if the Employee
becomes eligible for health benefits through any arrangement sponsored by or
paid for by a subsequent employer of the Employee, then continued coverage
under any arrangement provided by the Company will be made secondary to, and
coordinated with, such other coverage in which the Employee is eligible.


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          (e)
Life Insurance. Pursuant to the terms and conditions thereof, the
Employee shall have the option to assume, at his sole expense, the one million
dollar ($1,000,000) term life insurance policy on his life which the Company
maintains with Northwestern Mutual Life Insurance Corporation; policy number
17-513-901. The Company has paid all premiums for coverage under this policy
through April 2007 and will not seek reimbursement of such amounts from the
Employee.


          (f)
The Company shall provide the Employee with an office and parking at its
present executive offices in Atlanta for one (1) year after the Separation
Date; provided that such obligation shall terminate prior to such anniversary
upon the earlier of (i) the Company’s relocation to new offices, or (ii) a
Change in Control of the Company (as defined in the Employment Agreement).


          (g)
The Company shall continue to satisfy in full any currently existing or
hereafter arising indemnification obligations to the Employee (whether arising
by law, the Company’s bylaws or pursuant to the Employee’s separate
Indemnification Agreements with the Company). The Company hereby acknowledges
its obligations under the Director’s Indemnification Agreement dated May 22,
1998 and the Officer’s Indemnification Agreement dated August 11, 1997, each
between the Company and the Employee (the “Indemnification Agreements”) and
further acknowledges that the Employee’s service as an officer, director, or
other fiduciary of the Company, any and all current or past subsidiaries and
affiliates of the Company and all entities in which the Company made an
investment (Ptek Ventures, et al.), and the Employee’s past service as a member
of the investment committee of the Company’s 401(k) plan, were made at the
request of the Company and are covered by all the Company’s indemnification
obligations. The Employee is deemed to be an “insured person” under the
Company’s existing Directors and Officers liability insurance for his period of
service to the Company prior to the Separation Date. The Company agrees to
maintain D&O insurance coverage in the future that provides former
directors and officers substantially similar coverage as then current directors
and officers until all applicable statutes of limitations expire and to afford
Employee substantially similar coverage under any D&O insurance arrangement
that may be provided to then current directors and officers of the Company as
part of a Change in Control of the Company (as defined in the Employment
Agreement). All of these obligations shall also apply to any successor of the
Company.


          (h)
The Company and the Employee intend for all payments under this Agreement to be
either outside the scope of Section 409A of the Code or to comply with its
requirements as to timing of payments. Accordingly, to the extent applicable,
this Agreement shall at all times be operated in accordance with the
requirements of Section 409A of the Code, as amended, and the regulations and
rulings thereunder, including any applicable transition rules. The Company and
the Employee shall take action, or refrain from taking any action, with respect
to the payments and benefits under this Agreement that is reasonably necessary
to comply with Section 409A.


	
 

	
 


	
3.

	
Release of Claims





          (a)
Release of the Company. The Employee, for himself, his successors,
assigns, attorneys, and all those entitled to assert his rights, now and
forever hereby releases and discharges the Company and its respective officers,
directors, shareholders, trustees, employees,


4






agents, parent
corporations, subsidiaries, affiliates, estates, successors, assigns and
attorneys (the “Released Parties”), from any and all claims, actions, causes of
action, sums of money due, suits, debts, liens, covenants, contracts,
obligations, costs, expenses, damages, judgments, agreements, promises,
demands, claims for attorney’s fees and costs, or liabilities whatsoever, in
law or in equity, which the Employee ever had or now has against the Released
Parties, relating to or arising out of the Employee’s employment, or
termination of employment, or service as a director, with the Company, whether
known or unknown, including but not limited to claims for employment discrimination
under federal or state law, except as provided in Section 3(b) of this
Agreement; claims arising under Title VII of the Civil Rights Act, 42 U.S.C. §
2000(e), et seq. or the Americans With Disabilities Act, 42
U.S.C. § 12101 et seq.; claims for statutory or common law
wrongful discharge, including any claims arising under the Fair Labor Standards
Act, 29 U.S.C. § 201 et seq.; claims for attorney’s fees,
expenses and costs; claims for defamation; claims for wages or vacation pay;
claims for benefits, including any claims arising under the Employee Retirement
Income Security Act, 29 U.S.C. § 1001, et seq. Notwithstanding
the foregoing, nothing herein shall release (i) the Company of its obligations
to the Employee under this Agreement, (ii) any other contractual obligations
between the Company or any of the other Released Parties and the Employee,
subject to the terms thereof, (iii) any indemnification obligations to the
Employee under the Company’s bylaws, articles of incorporation, Georgia law,
the Indemnification Agreements or otherwise, including the indemnification
obligations described in Section 2(i), (iv) any rights or claims that the
Employee may have in his capacity as a shareholder of the Company, or (v) any
rights that the Employee may have under the Company’s 401(k) plan.


          (b)
Release of Claims Under Age Discrimination in Employment Act. Without
limiting the generality of the foregoing, the Employee agrees that by executing
this Agreement, he has released and waived any and all claims he has or may
have as of the date of this Agreement for age discrimination under the Age
Discrimination in Employment Act, 29 U.S.C. § 621, et seq. It is
understood that the Employee is advised to consult with an attorney prior to
executing this Agreement; that he in fact has consulted a knowledgeable,
competent attorney regarding this Agreement; that he may, before executing this
Agreement, consider this Agreement for a period of twenty-one (21) calendar
days; and that the consideration he receives for this Agreement is in addition
to amounts to which he was already entitled. It is further understood that this
Agreement is not effective until seven (7) calendar days after the execution of
this Agreement and that the Employee may revoke this Agreement within seven (7)
calendar days from the date of execution hereof.


          The
Employee agrees that he has carefully read this Agreement and is signing it
voluntarily. The Employee acknowledges that he has had twenty-one (21) days
from receipt of this Agreement to review it prior to signing or that, if the
Employee is signing this Agreement prior to the expiration of such 21-day
period, the Employee is waiving his right to review the Agreement for such full
21-day period prior to signing it. The Employee has the right to revoke this
Agreement within seven (7) days following the date of its execution by him.
However, if the Employee revokes this Agreement within such seven (7) day
period, no severance benefits will be payable to him under this Agreement and
he shall return to the Company any such payment received prior to that date.


5






          THE
EMPLOYEE HAS CAREFULLY READ THIS AGREEMENT AND ACKNOWLEDGES THAT IT CONSTITUTES
A GENERAL RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS AGAINST THE COMPANY UNDER THE
AGE DISCRIMINATION IN EMPLOYMENT ACT. THE EMPLOYEE ACKNOWLEDGES THAT HE HAS HAD
A FULL OPPORTUNITY TO CONSULT WITH AN ATTORNEY OR OTHER ADVISOR OF HIS CHOOSING
CONCERNING HIS EXECUTION OF THIS AGREEMENT AND THAT HE IS SIGNING THIS
AGREEMENT VOLUNTARILY AND WITH THE FULL INTENT OF RELEASING THE COMPANY FROM
ALL SUCH CLAIMS.


          (c)
Release of the Employee. The Company, for itself and its parent
corporations, subsidiaries, successors and assigns, and all those entitled to
assert its rights, now and forever hereby releases and discharges the Employee
from any and all claims, actions, causes of action, sums of money due, suits,
debts, liens, covenants, contracts, obligations, costs, expenses, damages,
judgments, agreements, promises, demands, claims for attorney’s fees and costs,
or liabilities whatsoever, in law or in equity, which the Company ever had or
now has against the Employee relating to or arising out of the Employee’s
employment, or termination of employment, or service as director, with the
Company, whether known or unknown, except with respect to intentional
violation of law. Notwithstanding the foregoing, nothing herein shall
release the Employee of (i) his obligations to the Company or its successors or
affiliates under this Agreement or (ii) any other contractual obligations
between the Employee and the Company or its successors or affiliates, subject
to the terms thereof.


          (d)
Right to Defend Actions. The parties hereto acknowledge and agree that
no waiver or release contained in this Agreement shall impair any party’s
rights to defend itself from any allegations or charges in the event that any
claim or action is initiated by the other party; provided that, a party’s right
to assert counterclaims and crossclaims relating to matters otherwise waived or
released pursuant to this Agreement shall be limited to the subject matter of
such allegation or charge brought by the other party.


	
 

	
 


	
4.

	
Covenants of the Employee





          (a) Prohibited
Activities. For a period of one (1) year following the Separation
Date, the Employee will not, as a shareholder, owner, operator, employee,
partner, independent contractor, consultant, lender, financier, officer or
director, within any portion of the United States in which the Company conducts
business on the effective date of this Agreement (the “Territory”), which the
parties acknowledge is the same territory in which the Employee performed his
services on behalf of the Company:


	
 

	
 


	
 

	
          (i)
  participate in the ownership or management of or provide services of
  substantially the same nature or character as those provided to the Company
  by the Employee to any business that directly or indirectly competes with the
  Company in the Territory with respect to conferencing (audio conferencing and
  Web-based collaboration),or multimedia messaging (high-volume actionable
  communications, including e-mail, wireless messaging, voice message delivery
  and fax); provided, that nothing in this Agreement shall restrict the
  Employee from maintaining a passive investment of less than three percent
  (3%) of any class of equity securities of a





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corporation
  whose shares are listed on the New York Stock Exchange or on NASDAQ; or


	
 

	
 


	
 

	
          (ii)
  solicit or induce any person who is an employee, officer, agent, affiliate,
  supplier, client or customer of the Company to terminate such relationship,
  refuse to do business with the Company or reduce the amount of products or
  services purchased from the Company; provided, however, that for purposes of
  this clause (ii), clients and customers shall be limited to actual clients or
  customers or actively–sought clients or customers of the Company with whom
  the Employee had material contact during the term of the Employment
  Agreement.





          (b)
Trade Secrets. The Employee acknowledges and
recognizes that during his employment with the Company he acquired secret or
confidential information, knowledge, or data with respect to the business or
products of the Company which may provide advantage to the Company over others
not having such information (“Confidential Information”). For a period of one
(1) year following the Separation Date, the Employee will not communicate,
disclose, divulge or use any such secret or Confidential Information to the
detriment of the Company. The provisions of this Section 4(b) shall not apply
to any information that (i) was known to the Employee prior to his employment
by the Company or (ii) becomes generally available to the telecommunications
industry other than as a result of disclosure by the Employee. Any Confidential
Information that also constitutes a “trade secret” under applicable law shall
be subject to any additional protections afforded by law and the duration of
the foregoing nondisclosure and nonuse obligations shall extend for as long as
the underlying Confidential Information continues to meet the definition of a
“trade secret.”


          (c)
Property of the Company. The Employee acknowledges that all
confidential information relating to computer software or hardware currently
utilized by the Company or incorporated into its products and all such
information the Company currently plans to utilize or incorporate into its
products is the exclusive property of the Company. Furthermore, the Employee
agrees that all discoveries, inventions, creations and designs of the Employee
during the course of his employment pursuant to the Employment Agreement or
predecessor agreements is the exclusive property of the Company. The Employee
agrees that he will not retain or destroy and will return to the Company prior to
the Separation Date, any and all property of the Company in his possession or
subject to his control including, but not limited to, keys, credit and
identification cards, computers, items or equipment provided to him for his
use, together with all written or recorded materials, documents, computer
discs, zip drives, plans, records, notes or other papers relating to the
affairs of the Company, any customer, and any of the Released Parties.
Notwithstanding the foregoing, as of the Separation Date the Company shall
transfer to the Employee all right, title and interest in and to the items
listed on Exhibit B attached hereto. The Employee shall not be required
to return economically insignificant items such as pens, pads, and other
non-durable office supplies which the Employee may have obtained during his
employment with the Company.


          (d)
Remedies. In the event the Employee violates
or threatens to violate the provisions of this Section 4, damages at law will
be an insufficient remedy and the Company will be entitled to equitable relief
in addition to any other remedies or rights available to the Company and no
bond or security will be required in connection with such equitable relief.


7






          (e)
Counterclaims. The existence of any claim or cause
of action the Employee may have against the Company will not at any time
constitute a defense to the enforcement by the Company of the restrictions or
rights provided by this Section 4.


          (f)
Company. For purposes of this Section 4,
“Company” shall include the Company and all of its direct and indirect
subsidiaries, parents, and affiliates and any predecessors and successors of
the Company.


	
 

	
 


	
5.

	
Nondisparagement





          Subject
to the obligation to provide truthful testimony in all legal proceedings, (a)
the Employee agrees not to do or say anything that (i) criticizes or disparages
the management, practices or products of the Company or any of its affiliates,
or (ii) disrupts or impairs the normal, ongoing business operations of the
Company or any of its affiliates, and (b) the officers and directors of the
Company shall not do or say anything that criticizes or disparages the
Employee.


	
 

	
 


	
6.

	
Employee Cooperation





          The
Employee agrees, in further consideration of the above-described payments,
that, after the Separation Date, he will cooperate with and assist the Company
(a) by meeting with the Company’s attorneys and other representatives upon
reasonable notice from the Company, as may reasonably be requested by the
Company in the event any legal issues should arise involving matters as to
which the Employee gained knowledge or with which the Employee was involved
while employed by Company; and (b) by appearing voluntarily at hearings,
depositions, trials and other proceedings relating to such matters, upon
reasonable notice from the Company. The Company shall reimburse the Employee
for reasonable and necessary out-of-pocket expenses necessitated by this
cooperation hereunder and shall pay a $1,500 per diem fee for any such meetings
or appearances occurring more than six (6) months after the Separation Date.


	
 

	
 


	
7.

	
Confidentiality of this Agreement





          Each
party agrees to keep the material terms and conditions of this Agreement
confidential and not disclose it to any third parties, except to the Employee’s
immediate family, to their respective legal, tax, financial and other
professional advisors (who shall each agree to the provisions of this Section
7), without the prior written consent of the other party or pursuant to
requirements of judicial process of law, although the existence of this
Agreement may be disclosed. Nothing in this Agreement shall prevent the Company
or the Employee from disclosing the terms of this Agreement if required to do
so by law or from testifying truthfully under oath in any legal proceeding.


	
 

	
 


	
8.

	
Successors and Assigns





          This
Agreement shall inure to the benefit of and be enforceable by the Employee’s
personal or legal representatives, executors, administrators, successors,
heirs, distributees, devisees and legatees. This Agreement shall also be
binding upon and inure to the benefit of any successor to the Company by reason
of any merger, consolidation, sale of assets or stock, dissolution, debt
foreclosure or other reorganization of the Company.


8






	
 

	
 


	
9.

	
Governing Law; Venue





          This
Agreement will be governed by and interpreted in accordance with the
substantive laws of the State of Georgia without reference to conflicts of law.
Venue for the purposes of any litigation in connection with this Agreement will
lie solely in the state court in and for Fulton County, Georgia or the United
States District Court in and for the Northern District of Georgia.


	
 

	
 


	
10.

	
Severability





          With
the exception of the releases contained in Section 3 of this Agreement, if any
provision of this Agreement is unenforceable or is held to be unenforceable,
such provision shall be fully severable, and this Agreement and its terms shall
be construed and enforced as if such unenforceable provision had never comprised
a part hereof, the remaining provisions hereof shall remain in full force and
effect, and the court construing the provisions shall add as a part hereof a
provision as similar in terms and effect to such unenforceable provision as may
be enforceable in lieu of the unenforceable provision. In the event that the
releases contained in Section 3 of this Agreement are unenforceable or are held
to be unenforceable, the parties understand and agree that the remaining
provisions of the Agreement shall be rendered null and void and that neither
party shall have any further obligation under any provision of this Agreement;
in that event, the Employee shall repay to the Company any and all
consideration he received pursuant to this Agreement.


	
 

	
 


	
11.

	
Notices





          Any
notices or other communications required or permitted under this Agreement
shall be in writing and shall be deemed to have been duly given and delivered
when delivered in person, two (2) days after being mailed postage prepaid by
certified or registered mail with return receipt requested, or when delivered
by overnight delivery service or by facsimile to the recipient at the following
address or facsimile number, or to such other address or facsimile number as to
which the other party subsequently shall have been notified in writing under
this Section 11 by such recipient:


	
 

	
 

	
 


	
 

	
If to the
  Company:


	
 

	
 

	
 


	
 

	
 

	
Premiere
  Global Services, Inc.


	
 

	
 

	
3399
  Peachtree Road


	
 

	
 

	
The Lenox
  Building


	
 

	
 

	
Suite 700


	
 

	
 

	
Atlanta, GA
  30326


	
 

	
 

	
Attn:
  General Counsel


	
 

	
 

	
Facsimile:
  (404) 262-8540


	
 

	
 

	
 


	
 

	
If to the
  Employee:


	
 

	
 

	
 


	
 

	
 

	
Jeffrey A.
  Allred


	
 

	
 

	
609
  Fairfield Road


	
 

	
 

	
Atlanta, GA
  30326





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12.

	
Captions and Section Headings





          Captions
and section headings used herein are for convenience only and are not a part of
this Agreement and shall not be used in construing it.


	
 

	
 


	
13.

	
Counterparts





          The
parties agree that this Agreement may be executed in one or more counterparts,
each of which will be deemed to be an original copy of this Agreement and all
of which, when taken together, will be deemed to constitute one and the same
agreement.


	
 

	
 


	
14.

	
Entire Agreement





          This
Agreement contains the entire agreement between the Company and the Employee
regarding the subject matter hereof, and supersedes and invalidates any
previous agreements or contracts, including the Employment Agreement, except as
otherwise provided herein. No representations, inducements, promises or
agreements, oral or otherwise, with respect to the subject matter hereof, which
are not embodied herein, shall be of any force or effect.


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          IN WITNESS
WHEREOF, the parties hereto have caused this Separation Agreement to
be duly executed.


	
 

	
 

	
 

	
 


	
 

	
PREMIERE GLOBAL SERVICES, INC.


	
 

	
 

	
 


	
 

	
By: /s/
  Boland T. Jones


	
 

	
 

	



	
 

	
 

	
 

	
Boland T.
  Jones


	
 

	
 

	
 

	
Chief Executive Officer


	
 

	
 


	
 

	
EMPLOYEE


	
 

	
 


	
 

	
/s/ Jeffrey
  A. Allred


	
 

	



	
 

	
Jeffrey A.
  Allred





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