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                                                                   Exhibit 10.38
                                                                   -------------

                          ACT Teleconferencing, Inc.
                                   Agreement

                   Long Term Stock Incentive for Gene Warren
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Whereby it is hereby agreed:

(1.) ACT Teleconferencing, Inc. "ACT" agrees to issue Gene Warren with 4 year
     restricted ACT stock based on a compensation plan linked to large telco and
     other global customers.  This is defined as global conferencing revenues of
     which Concert/AT&T are the present incumbents (global).  Existing ACT
     companies with global accounts such as Ernst & Young, CSFB, Philips are
     EXCLUDED from this arrangement.  New global customers such as NTT, KPN,
     France Telecom, or large industrial companies such as GE or GM or Siemens
     resulting in new ACT conferencing revenues would qualify for this
     incentive.

(2.) This incentive is limited to a 4 year plan.  The calculation is based upon
     a notional 10% stake in the global accounts business (i.e. 25% of the value
     is acquired each year, for the next 4 years).  Also, 25% of the stock is
     released from selling restriction per year and ownership also vests 25% per
     annum over this 4-year period.

(3.) The buyout calculation is at 2 times historic recorded audited revenue as
     defined in (1) above (provided a minimum PBT of global business is above
     20% per annum).  PBT to be determined by the Chief Financial Officer.
     Disagreements to be referred to the Audit Committee who's discretion is
     final.  Each yearly component shall only become due on the 1/st/ of July of
     each year commencing July 1, 2001.

(4.) On current performance -- ignoring growth -- (see calculation page attached
     on Appendix A) and assuming global (today's Concert) revenue stays stable
     at $8m per annum and profitability above 20%, the theoretical bonus is
     today worth $1.6m or $400,000 per annum being the first realized 25% at
     July 1, 2002.

(5.) ACT stock is issued with 4 year restriction including a one-year Rule 144
     restriction.  For calculation purposes ACT shall use a value of 2 times
     historic audited revenue for the same period (notwithstanding ACT price at
     time of issue); however if ACT market price is higher than 2 times revenue
     at time of issue, the ACT market price will be used.

(6.) Initially, this bonus would cap at $3m.  Board has discretion to revise
     upwards based on growth/profit performance.  The maximum compensation
     expense pursuant to this bonus to be expenses for any year on any proxy
     statement, prospectus or filing is not to exceed $750,000 per annum.  If
     more than this has been achieved in any one year, the excess will be
     renegotiated and deferred for stock issuance in a following year.  If
     performance is
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      superior during any one year the Board has discretion to accelerate
      vesting of ownership subject to the $750,000 cap mentioned above.

(7.)  A further notional 10% stake based on VoIP revenues is available to be
      discussed and negotiated with Gene also on a phantom basis. An informal
      target of $7m exists, however this is entirely dependent on developments
      within the Internet and revenue and profit generation and no obligation
      currently exists upon ACT in any way shape or form.

(8.)  ACT will investigate the tax consequences for Gene Warren and advise him
      accordingly; however all tax consequences of this plan are to be paid or
      arranged by Gene. The bonus will be expensed over a 4-year period
      commencing July 1, 2001, and taxes will be recognized accordingly.

(9.)  In regard to the $237,000 loan to Gene Warren, all efforts will be made
      for it to be concurrently transferred to a bank as part of this agreement
      and secured by a portion of these shares. Until such time will be secured
      by the issuance of these shares, and the previous security of stock
      options falls away with this Agreement unless variable accounting takes
      effect in which case the options or portion thereof will remain as
      security.

(10.) This Agreement supersedes all other Global Concert/AT&T/VoIP linked bonus
      agreements between Gene Warren and ACT Teleconferencing, Inc. Normal
      annual bonus plan as determined by the Chairman of ACT remains in place
      and is unaffected by this agreement.

(11.) The first issuance of stock according to the formula in Appendix A is
      32,000 shares.



AGREED THIS     1st     DAY OF JULY, 2001
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_______________________                 __________________________________
Gene Warren                             ACT Teleconferencing, Inc.

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