EXHIBIT 10.7 



PREMIERE GLOBAL
SERVICES, INC. 
                                                 FIRST AMENDMENT TO 

                                            RESTRICTED STOCK AGREEMENT 



        THIS
FIRST AMENDMENT to the Restricted  Stock  Agreement (the “First  Amendment”) is
made and entered into by and between PREMIERE GLOBAL  SERVICES,  INC., a Georgia
 corporation (the “Company”),  and DAVID M. GUTHRIE (the “Grantee”)
on July 13th, 2006, effective as of May 5, 2006. 



BACKGROUND STATEMENT: 



        WHEREAS,
 the Company and the Grantee entered into that certain  Restricted Stock Agreement having
a Grant Date of June 30, 2005 for 100,000 shares of common stock of the Company (the
“Original RSA”); and 



        WHEREAS,
the Company and the Grantee desire to amend the Original RSA as set forth herein; 



        NOW,
 THEREFORE,  in  consideration  of and  reliance  upon the  foregoing  and  other  good
and  valuable consideration,  the adequacy and sufficiency of which are hereby
 acknowledged,  the Company and the Grantee hereby amend the Original RSA as follows: 



1.       The third sentence to
Section 2. Restrictions in the Original RSA is hereby amended and replaced with the
following:  “If Grantee’s employment with the Company or any Affiliate
terminates for any reason other than as set forth in paragraphs (b), (c) or (d) of
Section 3 hereof, then Grantee shall forfeit all of Grantee’s right, title and
interest in and to the Restricted Shares as of the date of employment termination, such
Restricted Shares shall revert to the Company immediately following the event of
forfeiture.” 



2.       Section 3.  Expiration and
Termination of Restrictions to the Original RSA is hereby amended and replaced with the
following: 





“3.      Expiration and
Termination of Restrictions.  The restrictions imposed under Section 2          will
expire on the earliest to occur of the following (the period prior to such expiration
         being referred to herein as the “Restricted Period”): 



        (a)
         As to the number of Shares on the respective dates specified on Page 1 hereof;
         provided Grantee is then still employed by the Company or an Affiliate; 



        (b)
         As to all of the unvested Shares, on the date of termination of Grantee’s
         employment by reason of death or disability; 



        (c)
        As to all of the unvested Shares, upon the occurrence of a “Change in Control”         (as
such term is defined below); or 



        (d)
        As to the next tranche of unvested Shares, on the date of termination of
         Grantee’s employment by the Company without “Cause” (as such term
is defined below). 





For purposes of this Agreement,
“Cause” and “Change in Control” shall have the same meaning as in
Grantee’s employment agreement with the Company or any of its Affiliates, as in
effect from time to time. 



3.       Except as otherwise
provided herein, the terms and conditions of the Original RSA shall remain in full force
and effect. 




 
	 	
	 









        IN
WITNESS WHEREOF, the parties hereto have executed this First Amendment as of the
effective date hereof. 


	 	PREMIERE GLOBAL SERVICES, INC.
	 	 	 
	  	By: 	/s/ L. Scott Askins  
      

       
      L. Scott Askins 
	 	 	SVP – Legal and General Counsel
	 	 	 
	 	GRANTEE
	 	 	 
	 	By:	/s/ David M. Guthrie
      
      

      
      David M. Guthrie