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EXHIBIT 10.2


                                 PROMISSORY NOTE

$2,250,000.00                                                   October __, 2001

                  FOR VALUE RECEIVED, ACT Teleconferencing, Inc., a Colorado
corporation ("Maker"), promises to pay to PictureTel Corporation, a Delaware
corporation ("Holder," which term shall include all subsequent holders of
this Promissory Note), the principal amount of TWO MILLION, TWO HUNDRED FIFTY
THOUSAND DOLLARS AND 00/100 ($2,250,000.00)]. THIS NOTE SHALL BE
NON-NEGOTIABLE.

                  This promissory note (this "Note") is executed and
delivered in connection with that certain Asset Purchase Agreement of even
date herewith between Maker, Holder and ACT Videoconferencing, Inc., a
Minnesota corporation (the "Purchase Agreement").

                  1.       The principal balance outstanding under this Note
shall bear interest at an annual rate of 10% and during such time as an Event
of Default (as defined below) has occurred and is continuing, shall bear
interest at an annual rate of 12% (the "Interest Rate"). Interest shall be
computed on the basis of a 365-day year, calculated by multiplying the
principal balance of this Note by the Interest Rate, dividing the product by
365, and multiplying that result by the actual number of days elapsed.

                  2.       Subject to Section 4 below, on each of April 10,
2002, October 10, 2002, and April 10, 2003, the Maker shall pay to the Holder
the principal amount of $562,500 plus accrued interest on the outstanding
principal amount of the Note. The Maker shall pay the entire outstanding
principal amount and accrued interest on October 10, 2003. In addition, the
Maker shall prepay principal of $1,000,000, together with accrued interest on
such prepaid principal, within three business days following the consummation
by the Maker of the earlier to occur of (1) the issuance of debt securities
in a transaction (or series of related transactions) in which the aggregate
proceeds to the Maker are at least $3,000,000, and (2) the issuance of equity
securities (including securities that are convertible or exchangable for
equity securities) in a transaction (or series of related transactions) in
which the aggregate proceeds to the Maker are at least $5,000,000.

                  3.       Maker shall have the right to prepay this Note in
full or in part at any time without penalty. All payments hereunder shall be
applied first to costs and expenses of collection, if any, then to accrued
interest and then to the principal balance hereof.

                  4.       In the event of a reduction of principal pursuant
to Sections 5, 6 or 7 hereof or the prepayment of principal as provided in
Section 2 hereof, (i) such amount shall be applied against the then unpaid
payments under this Note in the order of maturity with the first such
application to be against the earliest payment due, and (ii) for the purposes
of calculating accrued interest, the principal shall be considered reduced by
the appropriate amount as of the date of the relevant event allowing such
reduction. The aggregate reductions pursuant to Section 5, 6 or 7 of this
Note shall in no event exceed $1,250,000 of the principal amount of this Note.

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                  5.       In the event that (i) pursuant to Section 1.7 of
the Purchase Agreement, Holder sells the shares of the common stock of Maker
held by Holder (the "COMMON STOCK") and (ii) Holder receives from Maker
consideration (net of any underwriting commissions, discounts and expenses)
for such Common Stock in excess of $7.00 per share of Common Stock (as
appropriately adjusted for stock splits, stock combination, stock dividends
and recapitalizations), then, subject to the limits set forth in Section 4
above, the principal amount of this Note shall be reduced by 50% of the total
amount by which the aggregate consideration (net of any underwriting
commissions, discounts and expenses) received by Holder from Maker as a
result of such sale exceeds an amount equal to $7.00 (as appropriately
adjusted for stock splits, stock combination, stock dividends and
recapitalizations) multiplied by the total number of shares of Common Stock
sold by Holder.

                  6.       In the event that (i) pursuant to Section 3.1 of
the Registration Rights Agreement dated the date hereof between Maker and
Holder (the "REGISTRATION RIGHTS AGREEMENT"), Holder sells shares of Common
Stock in a Qualified Public Offering (as defined in the Registration Rights
Agreement) within twelve (12) months of the Closing Date and (ii) Holder
receives total consideration (net of any underwriting commissions, discounts
and expenses) for such Common Stock in excess of $7.00 per share of Common
Stock (as appropriately adjusted for stock splits, stock combination, stock
dividends and recapitalizations), then, subject to the limits set forth in
Section 4 above, the principal amount of this Note shall be reduced by 50% of
the total amount by which the aggregate consideration (net of any
underwriting commissions, discounts and expenses) received by Holder as a
result of such sale exceeds an amount equal to $7.00 (as appropriately
adjusted for stock splits, stock combination, stock dividends and
recapitalizations) multiplied by the total number of shares of Common Stock
sold by Holder.

                  7.       The principal amount of this Note shall be reduced
by the amount of the Severance Costs Payment paid by Maker pursuant to
Section 7.6(e) of the Purchase Agreement.

                  8.       The indebtedness evidenced by this Note is hereby
expressly subordinated in right of payment to the indebtedness of the Maker
set forth on Attachment A (the "Senior Indebtedness") (it being understood
that such subordination shall not restrict the Maker from making scheduled
payments of this Note if there is no event of default under the Senior
Indebtedness); PROVIDED, HOWEVER, that such subordination shall not impair,
as between the Maker and the Holder of this Note, the obligation of the
Maker, which is absolute and unconditional, to pay to the Holder hereof the
principal hereof and interest hereon as and when the same become due and
payable, nor shall it prevent the Holder of this Note, upon default
hereunder, from exercising all rights, powers, and remedies otherwise
provided herein or by applicable law. If requested by Maker, the Holder
agrees to negotiate in good faith with the holders of indebtedness of Maker a
subordination agreement with respect to indebtedness evidenced by this Note,
which agreement shall be in form and substance satisfactory to the Maker and
the Holder.

                  9.       The occurrence of any one or more of the following
events with respect to Maker shall constitute an event of default (an "EVENT
OF DEFAULT") hereunder:

                  (a)      any default in payment of any sum due hereunder;

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                  (b)      the failure to perform or observe in any material
                  respect any covenant, agreement or provision to be performed
                  or observed by Maker under the Purchase Agreement,
                  Registration Rights Agreement, Assumption Agreement, Escrow
                  Agreement, Transition Services Agreement or this Note, which
                  failure is not rectified or cured to the reasonable
                  satisfaction of the Holder within 30 days after receipt by
                  Maker of written notice of such failure;

                  (c)      pursuant to or within the meaning of the United
                  States Bankruptcy Code or any other federal or state law
                  relating to insolvency or relief of debtors (a "BANKRUPTCY
                  LAW"), (i) commencement by Maker of a voluntary case or
                  proceeding, (ii) consent of Maker to the entry of an order for
                  relief against it in an involuntary case, (iii) consent of
                  Maker to the appointment of a trustee, receiver, assignee,
                  liquidator or similar official, (iv) an assignment by Maker
                  for the benefit of its creditors or (v) admittance by Maker in
                  writing of its inability to pay its debts as they become due;

                  (d)      an order or decree under any Bankruptcy Law entered
                  by a court of competent jurisdiction that (i) is for the
                  relief against Maker in an involuntary case, or (ii) appoints
                  a trustee, receiver, assignee, liquidator or similar official
                  for Maker or substantially all of Maker's properties;

                  (e)      a final judgment rendered against Maker which, in the
                  aggregate with other outstanding final judgments against
                  Maker, exceeds $100,000 after giving effect to any applicable
                  insurance, if within 45 days after entry thereof, such
                  judgment shall not have been discharged, paid or stayed
                  pending appeal;

                  (f)      the failure (i) to make any payment when due (after
                  giving effect to any applicable grace periods) in respect of
                  any indebtedness for money borrowed by Maker or (ii) to
                  perform or observe the terms of any agreement or instrument
                  relating to any indebtedness for money borrowed by Maker,
                  which failure shall (i) continue, without having been duly
                  cured, waived or consented to, beyond the period of grace, if
                  any, specified in such agreement or instrument and (ii) permit
                  the acceleration of any indebtedness for money borrowed; or
                  the acceleration and due or payable payment of all or any part
                  of any indebtedness for money borrowed by Maker, which
                  indebtedness becomes due and payable prior to its stated
                  maturity for any reason whatsoever (except with respect to
                  voluntary prepayments or mandatory contingent payments that do
                  not result from a default thereunder or the occurrence of an
                  event similar to an Event of Default hereunder); or

                  (g)      the acquisition after the date hereof by any person,
                  together with "affiliates" and "associates" of such person
                  within the meaning of Rule 12b-2 of the Securities Exchange
                  Act of 1934 (the "EXCHANGE ACT"), or any "group" including
                  such person under sections 13(d) and 14(d) of the Exchange
                  Act, of (i) beneficial ownership within the meaning of Rule
                  13d-3 of the Exchange Act of 51% or more of either the voting
                  stock or total equity capital of Maker or

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                  (ii) control of a majority of the voting stock of Maker
                  through a shareholder, voting or similar agreement or
                  arrangement.


                  10.      Except as otherwise consented to by the Holder,
the Maker covenants that so long as this Note remains outstanding, it will
not pay any dividends, distribute assets, or redeem or repurchase stock,
convertible securities or options to purchase stock, redeem or voluntarily
prepay other outstanding indebtedness, except for (i) the redemption of the
Maker's Series A Preferred Stock in accordance with its terms, and (ii) the
repurchase of stock from employees at cost pursuant to agreements to
repurchase such stock approved by the Board of Directors of the Company.

                  11.      Upon the occurrence of any Event of Default
hereunder, (a) the entire balance of principal owing hereunder shall, at the
option of Holder, become at once due and payable without notice or demand,
and (b) Holder may exercise any and all rights and remedies available to it
hereunder, and/or applicable law, including, without limitation, exercising
Holder's right to collect from Maker all sums due hereunder.

                  12.      Maker and all parties now or hereafter liable for
the payment hereof hereby severally (a) waive presentment, demand, protest,
notice of protest and/or dishonor, and all other demands or notices of any
sort whatever with respect to this note, and (b) agree to pay all costs and
expenses, including reasonable attorneys' fees and expenses, which may be
incurred by or on behalf of Holder in connection with Holder's exercise of
any or all of its rights and remedies hereunder.

                  13.      The rights and remedies of Holder under this note
shall be cumulative and not alternative. No waiver by Holder of any right or
remedy under this note shall be effective unless in a writing signed by
Holder. Neither the failure nor any delay in exercising any right, power or
privilege under this note will operate as a waiver of such right, power or
privilege and no single or partial exercise of any such right, power or
privilege by Holder will preclude any other or further exercise of such
right, power or privilege. No claim or right of Holder arising out of this
note can be discharged by Holder, in whole or in part, by a waiver or
renunciation of the claim or right unless in a writing, signed by Holder. No
waiver that may be given by Holder will be applicable except in the specific
instance for which it is given. No notice to or demand on Maker will be
deemed to be a waiver of any obligation of Maker or of the right of Holder to
take further action without notice or demand as provided in this Note.
Addresses for notices, consents and certain other provisions applicable to
this Note are contained in Section 8.4 of the Purchase Agreement.

                  14.      If any provision of this Note, for any reason or
to any extent, shall be invalid or unenforceable, then the remainder of this
Note, the application of the provisions to other persons, entities,
circumstances, and any and all other instruments referred to herein shall not
be affected thereby, but instead shall be valid and enforceable to the
maximum extent permitted by law.

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                  15.      This Note may not be amended or modified except by
an instrument in writing signed by the party against whom enforcement of any
amendment or modification is sought.

                  16.      This Note shall be construed and enforced in
accordance with the laws of the State of Colorado.

                  17.      This Note may not be assigned by the Maker.

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                  IN WITNESS WHEREOF, Maker has executed this Note this ____
day of October, 2001.

                                     "MAKER"

                                      ACT Teleconferencing, Inc., a Colorado
                                      corporation


                                      By:
                                         -----------------------------------
                                         Name:
                                               -----------------------------
                                         Title:
                                               -----------------------------

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