UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-K/A
                                (AMENDMENT NO. 1)

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2006.

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934  For the transition period from ________________ to ________________

                         COMMISSION FILE NUMBER: 0-27778

                         PREMIERE GLOBAL SERVICES, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

            GEORGIA                                      59-3074176
(STATE OR OTHER JURISDICTION OF             (I.R.S. EMPLOYER IDENTIFICATION NO.)
 INCORPORATION OR ORGANIZATION)

3399 PEACHTREE ROAD, N.E., THE LENOX BUILDING, SUITE 700, ATLANTA, GEORGIA 30326
                     (ADDRESS OF PRINCIPAL EXECUTIVE OFFICE)

      (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE): (404) 262-8400

           SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

COMMON STOCK, PAR VALUE $0.01 PER SHARE                  NEW YORK STOCK EXCHANGE
         (TITLE OF EACH CLASS)                           (NAME OF EACH EXCHANGE
                                                          ON WHICH REGISTERED)

           SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
                                      NONE
                                (TITLE OF CLASS)

     Indicate by check mark if the registrant is a well-known  seasoned  issuer,
as defined in Rule 405 of the Securities Act.
[ ] Yes  [X] No

     Indicate by check mark if the  registrant  is not  required to file reports
pursuant to Section 13 or Section 15(d) of the Act.
[ ] Yes  [X] No

     Indicate  by check mark  whether the  registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. Yes [X]  No [ ]

     Indicate by check mark if disclosure of delinquent  filers pursuant to Item
405 of Regulation S-K (ss.229.405 of this chapter) is not contained herein,  and
will not be  contained,  to the best of  registrant's  knowledge,  in definitive
proxy or information  statements  incorporated  by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. [ ]

     Indicate by check mark whether the registrant is a large accelerated filer,
an accelerated filer, or a non-accelerated filer. See definition of "accelerated
filer and large  accelerated  filer" in Rule  12b-2 of the  Exchange  Act (Check
one):
Large accelerated filer [ ]   Accelerated filer [X]   Non-accelerated filer [ ]

     Indicate  by check mark  whether  the  registrant  is a shell  company  (as
defined in Rule 12b-2 of the Act).
Yes [ ]  No [X]

     The aggregate  market value of voting and non-voting  common equity held by
non-affiliates computed by reference to the price at which the common equity was
last sold, or the average bid and ask price of such common  equity,  on June 30,
2006 as reported by the New York Stock Exchange was approximately  $493,096,525.
As of March 9, 2007,  there were 70,216,077  shares of the  registrant's  common
stock outstanding.

     List hereunder the following documents if incorporated by reference and the
Part of the Form 10-K (e.g.,  Part I, Part II,  etc.) into which the document is
incorporated. None.

<PAGE>

                                EXPLANATORY NOTE

      This  Amendment No. 1 on Form 10-K/A amends the Annual Report on Form 10-K
of Premiere Global  Services,  Inc. for the fiscal year ended December 31, 2006,
originally  filed with the Securities and Exchange  Commission on March 15, 2007
(which we refer to in this  amendment as the "original  filing").  We are filing
our  amendment  to  amend  Part  III of  our  original  filing  to  include  the
information  required  by and not  included in Part III of our  original  filing
because we do not intend to file our definitive  proxy statement within 120 days
of the end of our fiscal year ended  December 31, 2006. In  connection  with the
filing of this  amendment and pursuant to the rules of the SEC, we are including
with this amendment new certifications by our principal  executive and principal
financial  officers.  Accordingly,  Item 15 of Part IV has also been  amended to
reflect the filing of these new certifications.

      Except as described above, no other changes have been made to our original
filing. It continues to speak as of the date of our original filing, and we have
not  updated  the  disclosures  contained  therein to reflect  any events  which
occurred at a date  subsequent  to the  original  filing other than as expressly
indicated  in this  amendment.  Defined  terms  used in this  amendment  but not
defined  herein shall have the meaning  specified for such terms in our original
filing.

<PAGE>

                                      INDEX

<TABLE>
<CAPTION>
                                                                                                         PAGE
                                                                                                         ----

<S>           <C>                                                                                         <C>
PART III
Item 10.      Directors, Executive Officers and Corporate Governance                                       1
Item 11.      Executive Compensation                                                                       5
Item 12.      Security Ownership of Certain Beneficial Owners and Management and Related Stockholder      24
              Matters
Item 13.      Certain Relationships and Related Transactions and Director Independence                    28
Item 14.      Principal Accountant Fees and Services                                                      31

PART IV
Item 15.      Exhibits and Financial Statement Schedules                                                  32

SIGNATURES                                                                                                42
</TABLE>

<PAGE>

                                    PART III


ITEM 10.  DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

DIRECTORS

         Pursuant to our  bylaws,  the number of our  directors  may not be less
than  three nor more than  ten,  with the  precise  number to be  determined  by
resolution of our board of directors from time to time. Currently,  our board of
directors comprises seven directors. Our board of directors is currently divided
into  three  classes,  with two  directors  in each of Class I and II and  three
directors  in  Class  III.  The  directors  in each  class  are  elected  by our
shareholders  for a term of three years and until their  successors  are elected
and qualified or until such directors' death,  resignation or removal.  The term
of office of one of the  classes of  directors  expires  each year at our annual
meeting  of  shareholders,  and a new  class  of  directors  is  elected  by our
shareholders each year at that time.

                                CLASS I DIRECTORS

W. Steven Jones            Mr. Jones, age 55, has been a  director  since  April
                           2007. He has served as Dean of Kenan-Flagler Business
                           School of the  University of North Carolina at Chapel
                           Hill since August 2003. He served as Chief  Executive
                           Officer and Managing Director of Suncorp Metway Ltd.,
                           an Australian banking, insurance and funds management
                           company in Brisbane, Queensland from December 1996 to
                           September  2002.  Prior to that  time,  he  served as
                           Chief Executive  Officer and Managing Director of ANZ
                           Banking Group,  N.Z., Ltd. Mr. Jones currently serves
                           as  a  director  and  member  of  the  asset  quality
                           committee  of Bank of  America  Corporation  and as a
                           director  and  member of the  finance  committee  and
                           organization and  compensation  committee of Progress
                           Energy Inc.

J. Walker Smith, Jr.       Mr. Smith, age 51,  has served  as a  director  since
                           June 2001.  He has served as a director and President
                           of  Yankelovich,  Inc.,  a  market  services  company
                           specializing  in  database  marketing  solutions  and
                           consumer lifestyles  consulting,  since May 1999, and
                           previously  served as  Managing  Partner  and Head of
                           Yankelovich  Monitor  from  September  1995 until May
                           1999,  and as  Senior  Vice  President  and  Managing
                           Partner of  Yanklelovich's  Atlanta,  Georgia  office
                           from 1991 until September 1995. He serves as a member
                           of the board of the  American  Marketing  Association
                           and  the  board  of   advisors   for  the  School  of
                           Journalism and Mass  Communications at the University
                           of  North   Carolina  at  Chapel   Hill.   Mr.  Smith
                           previously  served as a  director  of Cyber  Dialogue
                           (n/k/a  Fulcrum  Analytics)  and as a  member  of the
                           board of advisors of Screen4Me  Corporation  and A.C.
                           Nielsen Masters in Marketing Research Program.

                               CLASS II DIRECTORS

Wilkie S. Colyer           Mr.  Colyer,  age 57, has served as a  director since
                           March 2004.  Mr. Colyer has served as a principal and
                           partner  in  The   Breckenridge   Group,   Inc.,   an
                           Atlanta-based investment banking firm, since 1988.

Raymond H. Pirtle, Jr.     Mr. Pirtle,  age 65,  has  served as a director since
                           June 1997. He has served as Chief Manager of Claridge
                           Company,  LLC, a  privately-held  financial  services
                           firm   whose   primary   focus   is  to  link   small
                           corporations with professional investors, since March
                           2005.  Mr.  Pirtle was a founder and served as Senior
                           Managing  Director  of  Avondale  Partners,  LLC,  an
                           independently-owned,     Nashville-based    financial
                           services   firm   dedicated   to   equity   research,
                           investment  banking  activities  and  equity  capital
                           markets,  from June 2001 to March 2005.  He served as
                           Managing  Director  and  as a  director  of  SunTrust
                           Equitable  Securities  Corporation from February 1989
                           to  June  2001.  Mr.  Pirtle  currently  serves  as a
                           director  and a member  of the  audit  committees  of
                           IceWeb,  Inc. and Tricell,  Inc. He was  previously a
                           director  and  member  of  the  audit


                                       1
<PAGE>

                           committee  of  eNucleus,  Inc.  and  a  director  and
                           chairman  of the  compensation  committee  of  Sirrom
                           Capital  Corporation,  which was  acquired  by Finova
                           Group.

                               CLASS III DIRECTORS

Boland T. Jones            Mr.  Jones,  age 47, our founder,  has  served  as a
                           director and our Chief  Executive  Officer  since our
                           inception in July 1991.  Since  September  1993,  Mr.
                           Jones  has also  served as  Chairman  of our board of
                           directors.  From February 1993 until August 1998, Mr.
                           Jones served as our President.

Jeffrey T. Arnold          Mr.  Arnold,  age 37, has served as a  director since
                           April 1999.  Mr. Arnold is the founder and has served
                           since  September  2002  as  the  Chairman  and  Chief
                           Executive   Officer  of  Convex   Group,   Inc.,   an
                           Atlanta-based media and entertainment holding company
                           that   acquires  and   integrates   unique   content,
                           technology  and  distribution  assets to  create  new
                           media  enterprises.  Mr.  Arnold was  founder of and,
                           from  October  1996  to  October  2000,  served  as a
                           director  and  Chief   Executive   Officer  of  WebMD
                           Corporation.

John R. Harris             Mr.  Harris,  age 58, has served as a director  since
                           November  2003.  Mr.  Harris has served as a director
                           and   President  and  Chief   Executive   Officer  of
                           eTelecare Global Solutions,  Inc., a leading provider
                           of outsourced customer care solutions, since February
                           2006.   He  previously   served  as  an   information
                           technology  consultant from December 2005 to February
                           2006. He served as Chief  Executive  Officer of Seven
                           Worldwide,  Inc. (f/k/a Applied Graphics Technologies
                           Inc.), a digital  content  management  company,  from
                           December 2003 to December  2005.  Prior to that time,
                           he served as Chief Executive Officer and President of
                           Delinea  Corporation from July 2002 to December 2003.
                           He served as Chief Executive Officer and President of
                           Exolink from August 2001 to July 2002 and as Chairman
                           and Chief Executive Officer of Ztango, Inc. from 1999
                           to 2001.  Prior to that time,  Mr.  Harris  served in
                           various  executive  positions  with  Electronic  Data
                           Systems  Corporation  for over 25 years. He currently
                           serves  on the  board  of  directors  and  the  audit
                           committees  of InVentiv  Health,  Inc.  (f/k/a Ventiv
                           Health,  Inc.) and  Answerthink,  Inc. He  previously
                           served  on the  board  of  Seven  Worldwide  and as a
                           member of the board and audit  committee  of  Genuity
                           Inc.

EXECUTIVE OFFICERS         Boland  T.  Jones  Please  refer  to the  information
                           provided under "Directors" above.

Michael E. Havener         Mr.  Havener,   age  39,  has  served  as  our  Chief
                           Financial Officer since March 2004 and, from December
                           2002 until March 2004,  he served as Chief  Financial
                           Officer of our former  Conferencing  &  Collaboration
                           business unit.  From March 2002 to December 2002, Mr.
                           Havener was Vice  President and Controller of Airgate
                           PCS,  Inc.  Mr.  Havener  previously  served  as  our
                           Corporate  Controller  from  August  1998 until March
                           2002,  and he  served  as  Controller  of our  former
                           Voicecom   business  unit  and  as  our  Director  of
                           Strategic Development from August 1998 to March 2002.

Theodore P. Schrafft       Mr.  Schrafft,  age 51, has  served as our  President
                           since July 2006. He served as President of our former
                           Conferencing  &  Collaboration   business  unit  from
                           January 2000 to July 2006,  and from March 1999 until
                           January 2000, Mr.  Schrafft was Senior Vice President
                           and General  Manager of that former business unit. He
                           served  as  President  of our  former  Voice and Data
                           Messaging  division  from  August 1998 to March 1999,
                           and from October 1997 until August 1998, he served as
                           our Vice President of Corporate Messaging.  From June
                           1996 until  October  1997, he served as President and
                           Chief Operating Officer of Voicecom Systems, Inc., an
                           integrated


                                       2
<PAGE>

                           messaging and 800-based  services company,  which was
                           acquired by us in October 1997.

T. Lee Provow              Mr.  Provow,  age 49,  has  served as our  President,
                           Global  Operations  since  July  2006.  He  served as
                           President of our former Data Communications  business
                           unit from  August  2003 to July 2006.  From  November
                           2002 to August 2003, he was Chairman of the Executive
                           Committee of Comdial  Corporation,  a converged voice
                           and data communications services provider, and served
                           as Chairman of the Board of Comdial from October 2002
                           to August 2003.  From January 2002 to November  2002,
                           Mr.  Provow was  President  and Managing  Director of
                           Commonwealth  Holdings,  LLC,  a  private  investment
                           fund.  From  January  2000 to December  2001,  he was
                           President and Chief Executive  Officer of Intelispan,
                           which was acquired by McLeod USA, and had served as a
                           director  of  Intelispan  from  August 1988 until its
                           acquisition.  Mr. Provow also previously  served as a
                           director of Allure Technologies,  Comdial and Inksure
                           Technologies Inc.


SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

         Section  16(a) of the  Securities  Exchange  Act of 1934,  as  amended,
requires our officers,  directors and persons who own more than ten percent of a
registered  class of our equity  securities  to file  reports of  ownership  and
changes  in  ownership  of such  securities  with the SEC and the New York Stock
Exchange,  Inc.  Officers,  directors  and greater  than ten percent  beneficial
owners are required by applicable  regulations  to furnish us with copies of all
Section 16(a) forms they file.

         We are required to describe in this amendment whether we have knowledge
that any person  required  to file such a report  may have  failed to do so in a
timely manner. In this regard, all of our directors, all officers subject to the
reporting requirements and each beneficial owner of more than ten percent of any
class of our common stock satisfied all applicable filing  requirements,  except
that Messrs.  Jones, Allred and Havener each failed to timely file a Form 4: for
Mr.  Jones,  to report  additional  shares  issued  due to a  clerical  error in
calculating tax withholding; for Mr. Allred, to report shares gifted to charity;
and for Mr.  Havener,  to report  shares  withheld to satisfy the tax  liability
applicable to the vesting of restricted  stock. The reports have now been filed.
The foregoing is based upon reports furnished to us.

CODE OF CONDUCT AND ETHICS AND CORPORATE GOVERNANCE GUIDELINES

         We have  adopted a code of  conduct  and  ethics  that  applies  to all
employees, directors and officers, including our principal executive officer and
principal  financial  and  accounting  officer.  We have also adopted  corporate
governance  guidelines  that  provide  a  framework  within  which our board and
management can effectively  pursue our governance  objectives for the benefit of
our shareholders.

         Our code of conduct and ethics and corporate governance  guidelines are
each posted on our Web site at PGICONNECT.COM  (follow the "Investor  Relations"
link to "Corporate Governance" -- "Code of Conduct and Ethics" and "-- Corporate
Governance Guidelines," respectively), and the code and guidelines are available
in print to any  shareholder  who requests it by writing to the Secretary at the
same address under "Shareholder Director Nominations" below.

         We will post any  amendments  to, or waivers from, any provision of the
code of conduct and ethics with respect to our principal  executive  officer and
principal  financial  and  accounting  officer or any other  persons  performing
similar  functions by disclosing  the nature of such  amendment or waiver at the
above-referenced location on our Web site.


                                       3
<PAGE>

SHAREHOLDER DIRECTOR NOMINATIONS

         The  nominating  and   governance   committee  will  consider   written
recommendations  from  shareholders  for nominees to our board of  directors.  A
shareholder who wishes to recommend a person to this committee for nomination to
our board must submit a written  notice by mail to the nominating and governance
committee at Premiere Global Services, Inc., c/o Secretary, 3399 Peachtree Road,
N.E., The Lenox  Building,  Suite 700,  Atlanta,  Georgia 30326.  Such a written
recommendation  must be received not less than 120  calendar  days nor more than
150  calendar  days  before the first  anniversary  of the date of our notice of
annual  meeting sent to  shareholders  in  connection  with the previous  year's
annual meeting. Such a recommendation to this committee should include:

         o    the candidate's  name, age,  business  addresses and other contact
              information,

         o    a  complete   description  of  the   candidate's   qualifications,
              experience,  background and affiliations,  as would be required to
              be disclosed in the proxy statement  pursuant to Regulation 14A of
              the SEC,

         o    a sworn or certified statement by the candidate in which he or she
              consents to being named in the proxy statement as a nominee and to
              serve as a director if elected, and

         o    the name and address of the shareholder(s) of record making such a
              recommendation.

         In  addition  to  the  above  procedures,  our  bylaws  provide  that a
shareholder may propose a director candidate to be considered and voted on at an
annual meeting of shareholders by providing  notice thereof to our Secretary not
less than 120  calendar  days nor more than 150  calendar  days before the first
anniversary of the date of our notice of annual meeting sent to  shareholders in
connection  with  the  previous  year's  annual  meeting;  however,  information
regarding such a director  candidate need not be included in our proxy statement
to shareholders for the annual meeting. This notice provided by a shareholder to
our  Secretary  must set forth  certain  information  relating  to the  proposed
nominee as required by our bylaws.

AUDIT COMMITTEE

         Our audit  committee,  which met eight times in 2006 and took action by
unanimous written consent one time, is responsible for:

         o    reviewing our financial  statements,  reports and other  financial
              information,

         o    appointing  and overseeing our  independent  auditors,  who report
              directly to the audit committee,

         o    overseeing the integrity of our financial  reporting processes and
              the annual audit of our financial statements,

         o    reviewing  with our auditors our internal  controls and procedures
              for financial reporting,

         o    reviewing  the  quality  of   appropriateness  of  our  accounting
              principles and underlying estimates,

         o    pre-approving all audit and permitted non-audit services,

         o    overseeing the performance of our internal audit function,

         o    establishing  procedures for the receipt,  retention and treatment
              of  complaints  received  by  us  regarding  accounting,  internal
              accounting  controls  or  auditing  matters  and the  confidential
              anonymous submission of concerns regarding questionable accounting
              or auditing matters, and

         o    approving  and  reviewing on an on-going  basis our related  party
              transactions.


                                       4
<PAGE>

These  duties and  responsibilities  are set forth in our amended  and  restated
audit  committee  charter,  a copy of  which  is  available  on our Web  site at
PGICONNECT.COM  (follow the "Investor Relations" link to "Corporate  Governance"
-- "Board Committees"), and the charter is available in print to any shareholder
who  requests  it by  writing  to  the  Secretary  at  the  same  address  under
"Shareholder   Director   Nominations"  above.  The  audit  committee  currently
comprises John R. Harris (Chairman), Wilkie S. Colyer and Raymond H. Pirtle, Jr.
At least  quarterly in connection  with a regularly  scheduled  audit  committee
meeting,  our audit  committee  meets  separately in executive  session  without
management  present  with our  independent  auditors  and also with our internal
auditors.  Our board of directors  has  determined  that Mr.  Harris is an audit
committee  financial  expert  under  the  rules  of the  SEC  and  NYSE  listing
standards,  and that Messrs.  Harris, Colyer and Pirtle are financially literate
and "independent," as independence for audit committee members is defined in our
independence guidelines, SEC rules and NYSE listing standards.

ITEM 11.  EXECUTIVE COMPENSATION

Compensation Discussion And Analysis

EXECUTIVE COMPENSATION PROGRAM OBJECTIVES

         We believe  that the  performance  and  contribution  of our  executive
officers  are  critical  to our  overall  success.  The  goal  of our  executive
compensation  program  is the same as our goal for  operating  the  company - to
create  long-term  value  for  our  shareholders.  Our  objective  is to  have a
compensation  program that will allow us to attract and retain  highly-qualified
executives,  motivate them to achieve our overall  business  objectives,  reward
superior  performance and align the interests of our executive officers with our
shareholders.  We believe  that,  in order to do this  effectively,  our program
must:

         o    provide   our   executive   officers   with   total   compensation
              opportunities  at  levels  that  are  competitive  for  comparable
              positions at companies with whom we compete for talent,

         o    tie a significant portion of each executive's  compensation to his
              individual  performance  and  success in  achieving  our  business
              strategy,  management initiatives, and financial,  operational and
              other goals, through variable, at-risk incentive awards,

         o    provide   significant   upside   opportunities   for   exceptional
              performance, which can result in differentiated compensation among
              executive officers based on performance, and

         o    closely align our executive  officer's interests with those of our
              shareholders  by making  stock-based  incentives a core element of
              our executive compensation.

         We  design  our  compensation  program  with a view to  attracting  and
retaining  executive  officer  leadership  of a caliber and level of  experience
necessary to effectively  manage our complex and global business.  We believe it
is  important  for us to retain our  executive  officer  talent over a number of
years to provide continuity of management in a highly competitive industry.  Our
named executive officers, as defined and listed in the tables in this Item under
"Executive  Compensation,"  have contributed a combined total of nearly 50 years
of experience with us, during which time they have held different  positions and
been promoted to increasing levels of responsibility.

EXECUTIVE COMPENSATION DETERMINATIONS AND ASSESSMENTS

         Our   compensation   committee  is   responsible   for   approving  the
compensation of our named executive officers.

         Our  determinations  and  assessments  of  executive  compensation  are
primarily driven by the consideration of:


                                       5
<PAGE>

         o    information  regarding  the  compensation  levels,   programs  and
              practices of certain other companies for comparable positions, and

         o    company and individual performance, which results in a significant
              portion of the total  compensation of each executive officer being
              at risk based on short and long-term performance.

         Our chief  executive  officer  participates  in  discussions  and makes
compensation  recommendations  to our  compensation  committee  with  respect to
executive  officers other than himself.  Our  compensation  committee  considers
these recommendations  based on each executive officer's individual  performance
and  overall  contribution  to the  company  and  exercises  its  discretion  in
approving or modifying such recommendations.

         As needed and pursuant to authority under its charter, our compensation
committee  may  retain  outside  compensation  consultants  to advise  them with
respect to  executive  compensation  packages.  For  example,  our  compensation
committee retained ECG Advisors,  LLC in late 2004 in connection with its review
of Messrs.  Jones' and Allred's  compensation  packages  and took ECG  Advisors'
recommendations  into consideration  when approving Messrs.  Jones' and Allred's
amended and restated  employment  agreements  in 2005.  ECG  Advisors'  analysis
indicated  that Mr.  Jones' total  compensation  approximated  the average total
compensation of his counterparts in a peer group of companies comparable in size
and industry to us.

ELEMENTS OF OUR EXECUTIVE COMPENSATION PROGRAM

         Our executive  compensation program consists primarily of the following
integrated components:  base salary, incentive bonus awards and long-term equity
awards,  which together make up an executive officer's total direct compensation
in a  given  year or  performance  period.  The  program  is  rounded  out  with
perquisites  and  other  executive  benefits,   including   retirement  savings,
insurance and severance  benefits.  Our compensation  committee has chosen these
elements of compensation  in order to create flexible  packages that reflect the
long-term interests of our business and can reward both the short- and long-term
performance of the company and the individual executive officer.

         We have entered into employment  agreements or employment  letters with
each of our named executive  officers,  which were approved by our  compensation
committee.  These employment  agreements or letters contain the general terms of
each executive officer's  employment and establish the minimum compensation that
such officers are entitled to receive,  but do not  prohibit,  limit or restrict
these officers' ability to receive  additional  compensation from us, whether in
the form of base salary,  bonus, stock awards or otherwise.  For a discussion of
these terms,  see below "Base  Salary,"  "Incentive  Bonus  Awards,"  "Long-Term
Equity Awards" and "Individual Employment Agreements."

BASE SALARY

         Base salaries are fixed  components of our  executive  officer's  total
direct compensation, in contrast to incentive and equity compensation,  which is
at risk based on performance,  continued  employment or both.  Other elements of
our  executive  compensation,  such as incentive  bonuses,  are  determined as a
percentage of base salary.  In setting base salary,  we considered the executive
officer's   experience   for  the   position,   scope  of   responsibility   and
accountability,  and his personal  contribution to the financial and operational
performance of the company.

         Messrs.  Jones' and  Havener's  annual base  salaries  of $900,000  and
$200,000,  respectively, did not increase in 2006, and Mr. Jones' salary has not
increased  since 2004.  Several of our other named  executive  officers  changed
their positions with us during 2006,  resulting in changes in  compensation  for
these individuals.  Effective in July 2006, our board of directors appointed Mr.
Schrafft as President  of the entire  company and Mr.  Provow as our  President,
Global  Operations.  To reflect  their new positions  and  responsibilities,  we
entered into amended and restated  employment  agreements with Messrs.  Schrafft
and Provow,  which  removed the  automatic  five percent  base salary  increases
provided for in their prior  employment  agreements and provided for an increase
in Mr. Schrafft's annual base salary of approximately 15% to $450,000 to reflect
his  promotion  and that Mr.  Provow's  annual base salary  would remain flat at
$385,000.


                                       6
<PAGE>

INCENTIVE BONUS AWARDS

         We design our incentive  bonus awards to reward our executive  officers
for  short-term  performance  and the  achievement  of  strategic  results  on a
quarterly and annual basis.  Unlike base salary,  which is fixed,  our executive
officer's  annual  bonus  is at risk  based  on how  well  the  company  and the
executive officer perform.

         All of our named  executive  officers were eligible for incentive  cash
bonuses in 2006,  with 80% of the target bonuses for our executive  officers for
each calendar year allocated to the  achievement  of quarterly  targets (20% per
quarter) and 20% allocated to the  achievement of annual  targets.  In addition,
Messrs.  Jones and Allred were also eligible to receive  incentive stock bonuses
equal to their cash bonuses in the form of restricted  stock in 2006. We believe
that these  performance-based  awards provide a material  incentive to executive
officers  by offering  potential  increased  stock  ownership  tied  directly to
performance metrics.

         TARGET  OPPORTUNITIES.  Incentive  bonus  awards are  designed to focus
management attention and effort on the attainment of pre-established performance
goals. Each executive officer is assigned a target award opportunity,  expressed
as a percentage  of base salary,  as further  described  below.  Each  executive
officer's bonus depends on his performance  against  pre-established  individual
performance  objectives,  which can be 0% for  failure to achieve  targets or as
much as either 100% or 150% of targets for exceptional individual performance.

         INDIVIDUAL PERFORMANCE  OBJECTIVES.  Individual performance is directly
reflected in what each executive  officer receives as an incentive bonus awards.
These awards reflect an assessment of an executive officer's contribution to our
achievement of individualized  financial performance goals as well as the degree
of  challenge  in  the  executive  officer's  position.  Individual  performance
objectives are established each year by our  compensation  committee and include
primarily quantifiable objectives,  such as company financial metrics, with some
subjective  measures  also  included,   such  as  certain  strategic  objectives
depending on each executive  officer's  role in the company.  Both quarterly and
annual  incentive  performance   objectives  are  established,   with  the  2006
objectives set forth below. We believe that this individual  assessment promotes
accountability for each executive officer's  performance and helps differentiate
our executive compensation based on performance.

         For 2006, Messrs. Jones' and Allred's target cash bonuses were equal to
100% of their  respective base salaries.  They were each also eligible for stock
bonus  awards  payable  in  restricted  stock  having a value  equal to the cash
bonuses  earned and  issued on the same date that cash  bonuses  were  paid.  On
January 20, 2006, our compensation  committee approved the performance  criteria
for incentive bonus awards for 2006 for Messrs.  Jones and Allred.  One-third of
the value of such awards issued to Messrs.  Jones and Allred was determined with
respect  to  our  consolidated  revenues,  and  two-thirds  of  such  value  was
determined with respect to our adjusted EBITDA  (determined as operating income,
as reported,  before  depreciation,  amortization,  restructuring  costs,  asset
impairments,  equity based  compensation  and net legal  settlements and related
expenses).  Messrs.  Jones and Allred were eligible to earn between 70% and 150%
of their  target  cash and stock bonus  awards  applicable  to each  performance
criteria based upon the sliding scale provided in their  respective  amended and
restated employment agreements.

         On April 21,  2006,  our  compensation  committee  approved the initial
performance  criteria for incentive  bonus awards for 2006 for Messrs.  Havener,
Schrafft and Provow.  On September 13, 2006, our compensation  committee revised
the  performance  criteria  for the  incentive  bonus awards for each of Messrs.
Schrafft  and Provow  for the fourth  quarter of 2006 and for 2006 as a whole to
reflect  their  respective  new  positions  with the company,  including  adding
additional objectives which focused on our "One Company" initiatives.

         Mr.  Havener's  target  bonus  for  2006  was  equal to 50% of his base
salary.  One-third of the value of the incentive bonus awards to Mr. Havener was
determined  with respect to our  consolidated  revenues,  and two-thirds of such
value was  determined  with respect to our adjusted  EBITDA.  He was eligible to
earn  between 70% and 100% of his target cash bonus  awards  applicable  to each
performance  criteria  based upon the sliding scale  provided in his  employment
letter.

         Mr. Schrafft's target bonus for 2006 was 100% of his base salary,  with
an additional bonus opportunity approved by our compensation  committee equal to
33% of his base salary.  For the first three  quarters of 2006 and


                                       7
<PAGE>

for 2006 as a whole,  one-half  of the value of the  quarterly  incentive  bonus
awards to Mr. Schrafft was determined with respect to each of the global revenue
and global adjusted EBITDA of our former  Conferencing & Collaboration  business
segment.  His  additional  bonus  opportunity  with  respect to the first  three
quarters of 2006 was based upon the  achievement  of certain  performance  goals
relating to our North America Alerts & Notifications  solutions revenue and, for
2006 as a whole,  was  determined  with respect to North America  revenue of our
former Data Communications  business unit.  One-third instead of one-half of the
value of his revised fourth  quarter 2006  incentive  bonus award was determined
with  respect to each of the global  revenue and global  adjusted  EBITDA of our
former  Conferencing & Collaboration  business unit. The remaining  one-third of
this revised fourth  quarter value was determined  with respect to North America
revenue of our former Data  Communications  business unit. His additional  bonus
opportunity  for the  fourth  quarter  of 2006 was  determined  with  respect to
certain  cost  savings  criteria and upon the  achievement  of certain  business
objectives  relating  to our  continuing  efforts  to  transition  to a uniform,
vertically  operated company.  He was eligible to earn either 100%, 75% or 0% of
his target cash bonus awards applicable to each performance criteria.

         Mr. Provow's target bonus for 2006 was 100% of his base salary, with an
additional bonus opportunity approved by our compensation committee equal to 10%
of his base salary for the first  three  quarters of 2006 and 33% for the fourth
quarter  of 2006 and to 2006 as a  whole.  For  first  three  quarters  of 2006,
one-third of the value of the quarterly incentive bonus awards to Mr. Provow was
determined  with respect to each of the global  revenue,  global adjusted EBITDA
and global broadcast services revenue of our former Data Communications business
unit. His additional bonus  opportunity for the first three quarters of 2006 was
based  upon  the  achievement  of  certain  performance  goals  relating  to the
reduction of days sales outstanding  (DSO's) for our former Data  Communications
business unit. He was eligible to earn either 100%, 50% or 0% of his target cash
bonus awards applicable to each of his global revenue, global broadcast services
revenue and DSO's reduction performance criteria, and either 150%, 100% or 0% of
his  target  cash  bonus  awards   applicable  to  his  global  adjusted  EBITDA
performance criteria.  One-third of the value of his revised fourth quarter 2006
incentive bonus award was determined  with respect to each of the  international
revenue and  international  adjusted  EBITDA of our former  Data  Communications
business unit. The remaining  one-third of this revised fourth quarter value and
the additional bonus opportunity for the fourth quarter 2006 was determined with
respect to certain cost savings  criteria  and upon the  achievement  of certain
business operations  objectives relating to our continuing efforts to transition
to a uniform, vertically operated company. Two-thirds of the value of the annual
incentive bonus award for 2006 as a whole was determined with respect to each of
the global revenue and global adjusted EBITDA of our former Data  Communications
business  unit.  Mr.  Provow was eligible to earn either 100%,  75% or 0% of his
target cash bonus awards applicable to each performance  criteria for the fourth
quarter  2006,  and either  100%,  50% or 0% of his target cash bonus awards for
2006 as a whole.

         The Grants of Plan-Based  Awards table shows the threshold,  target and
maximum  incentive  bonus awards that each of our named  executive  officers was
eligible to receive in 2006.  Their actual incentive bonus awards earned in 2006
are shown in this table under the  "Non-Equity  Incentive Plan Awards  --Target"
column as well as in the "Non-Equity  Incentive Plan Compensation" column of the
Summary Compensation Table.

LONG-TERM EQUITY AWARDS

         We believe  that  long-term  equity  awards  reward and assist with the
retention of company leaders.  By aligning  financial  rewards with the economic
interests of our  shareholders,  leaders are encouraged to work toward achieving
our long-term  strategic  objectives.  In order to foster this  perspective,  we
currently use restricted  stock awards as our primary  long-term  equity vehicle
for our named executive officers.

         Restricted  stock awards provide a strong  retentive  complement  while
keeping  focus on  creating  shareholder  value.  Restricted  stock  awards also
encourage  executive  officers to manage our company from the  perspective of an
owner with a continuing equity stake in our business.  Award recommendations are
made on the basis of an executive  officer's level of responsibility,  financial
contribution to the company,  value to the  organization and contribution to the
overall management of the company.

         In  2006,  Messrs.  Jones  and  Havener  were  not  granted  shares  of
restricted stock or stock options.

         In May 2006, our compensation  committee  granted Messrs.  Schrafft and
Provow 240,000 and 180,000


                                       8
<PAGE>

shares  of  restricted  stock,  respectively,  which  vest  in  equal  quarterly
installments  of 15,000 shares and 11,250 shares,  respectively,  over four-year
periods.  At that time,  Mr. Allred was also granted 60,000 shares of restricted
stock which vested in three equal quarterly  installments of 20,000 shares each.
The vesting on these grants began on June 30, 2006,  provided that the executive
officer is still  employed by us or any of our  affiliates at each vesting date.
We believe  that the vesting  periods for the awards are  effective in promoting
retention of our executive officers.

ALLOCATION OF TOTAL DIRECT COMPENSATION

         Just as our  shareholders  put their  money at risk when they invest in
our company, we believe that a significant portion of our executive compensation
should be at risk.  We strive to achieve an  appropriate  mix  between  cash and
equity awards and more heavily weigh our executive compensation toward incentive
and equity compensation.  For example, in 2006,  approximately 28% of Mr. Jones'
total direct compensation was fixed in the form of base salary and the remaining
percentage  was at risk in the form of  incentive  bonus  awards  and  long-term
equity awards.  Our other current named  executive  officers had a slightly more
conservative  weighting  of fixed and  at-risk  compensation  for 2006,  with an
average of  approximately  34% fixed in base  salary.  We believe  that a mix of
service and performance-based at-risk compensation provides a reasonable balance
to promote executive officer retention and financial performance goals.

         Overall,  we believe that our  incentive  bonus awards  require  strong
performance  in order to  achieve  target  compensation  and that our  executive
officer's relative pay appears to be aligned with relative performance. In 2006,
Messrs.  Jones and Allred  achieved  only  approximately  33% of their  possible
maximum  incentive  cash and stock  bonus  award  payouts  tied to  consolidated
company  financial  objectives.  Mr. Havener achieved  approximately  49% of his
maximum  incentive targets tied to consolidated  company  financial  objectives.
Messrs. Schrafft and Provow achieved a larger percentage,  approximately 75% and
54%, respectively,  of their maximum incentive targets tied primarily to segment
financial objectives related to our former Conferencing & Collaboration and Data
Communications business units and achievement of strategic goals of unifying our
company under a vertical management structure.

         Another way in which we seek to align the  interests  of our  executive
officers with our  shareholders  is to make sure that a  significant  portion of
their  compensation  is  payable  in  equity  awards.  For  example,   in  2006,
approximately  54%  of  Mr.  Jones'  total  compensation,   and  an  average  of
approximately  42%  of  our  other  current  named  executive   officer's  total
compensation, was in the form of equity in our company.

PERQUISITES AND OTHER EXECUTIVE BENEFITS

         We  provide  our  named  executive  officers  with  various  retirement
savings,  health and welfare and other employee benefits generally  available to
all of our  employees.  We  maintain  a  broad-based  qualified  401(k)  defined
contribution  plan in  which  our  named  executive  officers  are  eligible  to
participate, along with a substantial majority of our employees. Our 401(k) plan
encourages  our  employees  to save for  retirement  and  provides  a  financial
security component of our compensation  objectives which promotes retention.  In
January 2006,  we matched up to 3% of our  employees'  contributions  which vest
according  to  a  schedule  based  on  length  of  service.  Executive  officers
participate  in our  401(k)  plan on the  same  terms  as our  other  employees,
including  limits imposed by the internal  revenue code of 1986, as amended.  In
2006, we discontinued the health and wellness  insurance  premium  reimbursement
for our  executive  officers and, as a result,  our executive  officers now also
participate  in our health and  welfare  benefit  plans on the same terms as our
other employees.  We do not offer other broad-based  retirement  programs to our
executive  officers or employees.  We believe that these programs are comparable
to those  offered by similar  companies  and, as a result,  are needed to ensure
that our compensation remains competitive.

         We also offer additional perquisites to our named executive officers to
ensure  competitiveness  at the senior leadership level and in order to minimize
distractions  from, and allow our executive  officers to devote  additional time
to, our company  initiatives.  We generally provide our executive  officers with
some or all of the following perquisites:  car allowances, club membership dues,
life and  disability  insurance,  reimbursement  for tax and financial  planning
services and certain travel-related  expenses where appropriate.  The additional
life and supplemental  disability insurance benefits are designed to provide our
executive  officers with enhanced  benefits greater than the life and disability
benefits  available  under our broad-based  health and welfare  benefits that we
offer to all employees due to the benefit limitations within these programs.  In
addition, each year we hold a sales incentive trip to award


                                       9
<PAGE>

the top  achievers  in our sales and  service  organization.  If they so choose,
participants may be accompanied by their spouse or a guest. In 2006, four of our
named executive officers who made the trip were also accompanied by their spouse
or guest, the cost of whose trip we paid for. For information on the incremental
cost of these  perquisites  and other  personal  benefits  to the  company,  see
footnote 7 to the Summary Compensation Table.

SEVERANCE PAY ARRANGEMENTS

         In order to attract  and retain  highly-qualified  executive  officers,
employment  agreements or employment letters with our executive officers contain
specified  severance  benefits under certain  conditions  and provisions  upon a
change in control of the company.  We believe that our  severance  arrangements,
including the conditions  under which such benefits are triggered and the amount
of such  benefits,  are  comparable  to those  provided  by  similar  companies.
Termination,  severance  payments and benefits and change in control  provisions
for our named  executive  officers are  described in this Item under  "Potential
Payments Upon Termination or Change in Control."

TAX AND ACCOUNTING CONSIDERATIONS

TAX CONSIDERATIONS

         Section  162(m) of the tax code  places a limit of $1.0  million on the
amount of  compensation  that we may deduct in any one year with  respect to any
one of our  named  executive  officers.  However,  qualifying  performance-based
compensation will not be subject to the deduction limit if certain  requirements
are met. To maintain  flexibility in compensating  our executive  officers,  the
compensation  committee  reserves  the right to use its  judgment  to  authorize
compensation  payments  that may be subject to the limit when it  believes  that
such payments are appropriate.  Accordingly, certain components of our executive
compensation   program   are   designed  to  be   qualifying   performance-based
compensation under Section 162(m) while others may not be.

ACCOUNTING CONSIDERATIONS

         With the adoption of FAS 123(R), we do not expect accounting  treatment
of  differing  forms of equity  awards  to vary  significantly  and,  therefore,
accounting  treatment is not expected to have a material effect on the selection
of forms of compensation.

EQUITY GRANT PRACTICES

         We do not time the grant of  equity  awards  to take  advantage  of the
release of material non-public  information.  During 2004, we shifted the mix of
equity awards we granted and  increased the emphasis on restricted  stock grants
rather than stock option grants.  Our company's  general practices provide that,
for our  executive  officers,  the price of the equity  award  grant will be the
closing  price of our common  stock on the date of the  approval of the award by
our  compensation  committee,  and for  our  employees  who  are  not  executive
officers, equity awards are granted on the last day of each fiscal quarter using
the  closing  price on the grant  date or on the last  trading  day prior to the
grant date if the grant date falls on a non-trading  day. There may be occasions
where  grants are made on other  dates,  but we are  working to  eliminate  "off
cycle" grants to the extent possible.

Compensation Committee Interlocks And Insider Participation

         During  2006,  Messrs.  Colyer  and Harris  served on the  compensation
committee  and neither of these  directors has ever been one of our employees or
officers.  None of our executive officers serves as a member of the compensation
committee of any other entity that has one or more executive officers serving as
a member of our compensation committee.


                                       10
<PAGE>

                         COMPENSATION COMMITTEE REPORT

         Our compensation  committee has reviewed and discussed the Compensation
Discussion and Analysis section included in this amendment with management,  and
based on such review and discussions,  our compensation committee recommended to
our board of directors that the Compensation Discussion and Analysis be included
in this amendment and in our proxy statement.

         The foregoing report has been submitted by the following members of the
compensation committee.

                                        Wilkie S. Colyer, Chairman
                                        John R. Harris

THE  FOREGOING  REPORT  OF  THE  COMPENSATION   COMMITTEE  DOES  NOT  CONSTITUTE
"SOLICITING  MATERIAL"  AND SHOULD  NOT BE DEEMED TO BE "FILED"  WITH THE SEC OR
INCORPORATED BY REFERENCE INTO ANY OF OUR OTHER FILINGS UNDER THE SECURITIES ACT
OF  1933,  AS  AMENDED,  OR THE  EXCHANGE  ACT,  EXCEPT  TO THE  EXTENT  THAT WE
SPECIFICALLY INCORPORATE THIS REPORT BY REFERENCE IN ANY OF THOSE FILINGS.


                                       11
<PAGE>

Executive Compensation

         The  following  tables  set  forth all plan and  non-plan  compensation
earned by our  "named  executive  officers"  for 2006,  consisting  of our chief
executive  officer,  chief  financial  officer  and our two  other  most  highly
compensated  executive  officers  who were  serving  as  executive  officers  at
December  31,  2006,  as well as  Jeffrey  A.  Allred,  who served as one of our
executive  officers during 2006 but no longer served as an executive  officer at
year end.

                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
                                                                                            NON-EQUITY
                                                                                          INCENTIVE PLAN     ALL OTHER
   NAME AND PRINCIPAL                SALARY      BONUS    STOCK AWARDS    OPTION AWARDS    COMPENSATION     COMPENSATION
        POSITION             YEAR    ($) (1)    ($) (2)    ($)(3) (4)      ($) (3) (5)        ($) (6)         ($) (7)      TOTAL ($)
        --------             ----    -------    -------    ----------      -----------        -------         -------      ---------

<S>                          <C>     <C>        <C>        <C>               <C>              <C>             <C>          <C>
Boland T. Jones              2006    900,000      --       1,692,017            --            441,000         126,824      3,159,841
  Chief Executive
  Officer and Chairman
  of the Board

Michael E. Havener           2006    200,000    14,333       166,200          49,629           49,000            --          479,162
  Chief Financial Officer

Theodore P. Schrafft         2006    420,519    50,000       357,300         142,267          428,445          32,961      1,431,492
  President (8)

T. Lee Provow                2006    385,606      --         267,975         327,037          270,498          48,364      1,299,480
  President, Global
  Operations (9)

Jeffrey A. Allred            2006    600,000      --         753,733            --            294,000         653,910      2,301,643
  Former Chief
  Investment Officer (10)
</TABLE>

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

(1)    Reflects  salary  amounts paid in 2006  pursuant to each named  executive
       officer's  employment  agreement  or  employment  letter with us. For Mr.
       Schrafft,  salary  consists of  $218,019  while  President  of our former
       Conferencing &  Collaboration  business unit from January 1, 2006 through
       July 19, 2006,  and $202,500 as our President  from July 20, 2006 through
       December 31, 2006.  For Mr.  Provow,  salary  consists of $212,231  while
       President of our former Data Communications business unit from January 1,
       2006  through  July 19,  2006,  and  $173,250  as our  President,  Global
       Operations from July 20, 3006 through December 31, 2006.

(2)    Amounts  reflect  discretionary  bonuses  approved  by  our  compensation
       committee for Mr.  Havener in  recognition of the completion of a special
       project and for Mr. Schrafft in recognition of his promotion to President
       of the entire company.

(3)    Amounts shown reflect the dollar amount expensed for financial  statement
       reporting  purposes for the year ended  December  31, 2006 in  accordance
       with FAS 123(R). Assumptions used in the calculation of these amounts are
       included in footnote 9 to our audited  financial  statements  included in
       our annual report on Form 10-K for the year ended December 31, 2006.


                                       12
<PAGE>

(4)    Includes  time-vested  restricted  stock  awards for all named  executive
       officers  granted  in 2006 or in prior  years and  quarterly  and  annual
       incentive  restricted  stock bonus  awards for  Messrs.  Jones and Allred
       issued  during  2006.  For Messrs.  Jones and Allred,  includes  the 2006
       fourth quarter and annual  incentive  restricted stock bonus awards which
       were  expensed in 2006 but granted the first  quarter of 2007 on the same
       date that cash bonuses were paid by us to all of our eligible  employees.
       The 2006 incentive bonus criteria under which the restricted stock awards
       were made are described in this Item under  "Compensation  Discussion and
       Analysis  --Elements of Our Executive  Compensation  Program  --Incentive
       Bonus Awards."

(5)    Stock options for Messrs. Havener, Schrafft and Provow were granted prior
       to 2006.

(6)    Includes quarterly and annual incentive cash bonus awards earned and paid
       in 2006,  except the 2006 fourth quarter and annual  incentive cash bonus
       awards  which were earned in 2006 but paid in the first  quarter of 2007.
       Messrs.  Schrafft and Provow's  fourth quarter and annual  incentive cash
       bonus awards were revised by our compensation committee in September 2006
       to reflect their new positions.  For Messrs. Jones and Allred, certain de
       minimis  amounts  (less than $20) were paid in cash in lieu of fractional
       shares from the  restricted  stock bonus awards earned in 2006.  The 2006
       incentive bonus criteria under which the incentive cash bonus awards were
       made are  described  in this  Item  under  "Compensation  Discussion  and
       Analysis  --Elements of Our Executive  Compensation  Program  --Incentive
       Bonus Awards."

(7)    "All Other  Compensation"  for the named executive  officers includes the
       following:

       o      For Mr. Jones,  various  perquisites and benefits included an auto
              allowance, club membership dues, supplemental disability premiums,
              $52,935 for professional fees for tax and estate planning,  spouse
              or guest  travel  for our annual  sales  incentive  trip,  company
              matching  contributions  to our  401(k)  plan and  $30,000 in life
              insurance premiums.

       o      For Mr. Havener, the aggregate incremental cost of his perquisites
              was less than $10,000.

       o      For Mr.  Schrafft,  various  perquisites and benefits  included an
              auto allowance,  supplemental disability premiums, spouse or guest
              travel for our annual sales  incentive  trip and company  matching
              contributions to our 401(k) plan.

       o      For Mr. Provow,  various perquisites and benefits included an auto
              allowance,  club membership dues, life and supplemental disability
              insurance  premiums,  spouse or guest  travel for our annual sales
              incentive trip and company  matching  contributions  to our 401(k)
              plan.

       o      For Mr. Allred,  various perquisites and benefits included an auto
              allowance,  club membership dues, life and supplemental disability
              insurance  premiums,  spouse or guest  travel for our annual sales
              incentive trip and company  matching  contributions  to our 401(k)
              plan.  Also  included is separation  compensation  consisting of a
              grant of restricted  stock having a fair market value of $600,000,
              which is subject to a one-year  holding  period  restriction,  and
              costs  associated  with  Mr.  Allred's  retention  of  his  laptop
              computer and cell phone.

       Perquisites  are valued at the  aggregate  incremental  cost of providing
       such benefits to the named executive officers.

(8)    Mr. Schrafft became President of the entire company on July 20, 2006.

(9)    Mr. Provow became President, Global Operations on July 20, 2006.

(10)   Mr.  Allred  served  as one  of our  executive  officers,  as our  former
       President and Chief Operating Officer, until July 20, 2006, and continued
       to be employed by us in a non-named  executive  officer  position through
       the end of 2006. He resigned from the company on January 1, 2007.


                                       13
<PAGE>

                 GRANTS OF PLAN-BASED AWARDS IN FISCAL YEAR 2006

         The following table provides  additional  detail  regarding  restricted
stock and any other equity awards granted to the named executive officers during
the 2006 fiscal year and amounts payable to the named  executive  officers under
other compensation plans.

<TABLE>
<CAPTION>
                            ESTIMATED POSSIBLE PAYOUTS           ESTIMATED POSSIBLE PAYOUTS           ALL OTHER         GRANT
                GRANT       UNDER NON-EQUITY INCENTIVE             UNDER EQUITY INCENTIVE               STOCK         DATE FAIR
   NAME        DATE (1)           PLAN AWARDS (2)                    PLAN AWARDS (2) (3)               AWARDS:        VALUE OF
   ----        --------  --------------------------------    ----------------------------------       NUMBER OF       STOCK AND
                                                                                                      SHARES OF        OPTION
                          THRESHOLD   TARGET      MAXIMUM    THRESHOLD     TARGET       MAXIMUM        STOCK OR        AWARDS
                             ($)       ($)          ($)         (#)         (#)           (#)          UNITS(#)        ($) (4)
                             ---       ---          ---         ---         ---           ---          --------        -------

<S>            <C>            <C>    <C>          <C>            <C>     <C>             <C>         <C>              <C>
Boland T.       1/20/06       0       51,000      270,000         0       6,423 (5)      34,005         --               51,000
Jones
                1/20/06       0      135,000      270,000         0      17,952 (5)      35,904         --              135,000

                1/20/06       0      135,000      270,000         0      16,383 (5)      32,766         --              135,000

                1/20/06       0      120,000      540,000         0      11,764 (5)      52,940         --              120,000

Michael E.                    0        5,667       20,000        --        --              --           --                --
Havener
                              0       15,000       20,000        --        --              --           --                --

                              0       15,000       20,000        --        --              --           --                --

                              0       13,334       40,000        --        --              --           --                --

Theodore P.                   0       77,175      102,900        --        --              --           --                --
Schrafft
                              0       77,175      108,045        --        --              --           --                --

                              0       77,175      120,000        --        --              --           --                --

                              0      196,920      240,000        --        --              --           --                --

                 5/5/06                                                                              240,000 (6)      1,905,600

T. Lee                        0       77,175       97,555        --        --              --           --                --
Provow
                              0       90,038       97,555        --        --              --           --                --

                              0       25,725       97,533        --        --              --           --                --

                              0       77,561      205,800        --        --              --           --                --

                 5/5/06                                                                              180,000 (6)      1,429,200

Jeffrey A.      1/20/06       0       34,000      180,000         0       4,282 (5)      22,670         --               34,000
Allred
                1/20/06       0       90,000      180,000         0      11,968 (5)      23,936         --               90,000

                1/20/06       0       90,000      180,000         0      10,922 (5)      21,844         --               90,000

                1/20/06       0       80,000      360,000         0       7,843 (5)      35,294         --               80,000

                 5/5/06                                                                               60,000 (7)        476,400

               12/30/06                                                                               63,559 (8)        600,000
</TABLE>

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

(1)    Our  compensation  committee  approved the 2006 incentive  bonus criteria
       subject to achievement  of performance  targets as described in this Item
       under  "Compensation  Discussion and Analysis --Elements of Our Executive
       Compensation  Program  --Incentive Bonus Awards" for quarterly and annual
       performance periods for Messrs. Jones and Allred on January 20, 2006, and
       for  quarterly and annual  incentive  cash bonus


                                       14
<PAGE>

       awards on April 21, 2006 for  Messrs.  Havener,  Schrafft  and Provow (as
       such criteria was revised for the fourth  quarter and 2006 as a whole for
       Messrs.  Schrafft and Provow on September 13, 2006). If earned,  the cash
       amounts were paid and the restricted  stock was issued on the date of the
       first payroll following each of our earnings releases (which are the same
       dates that cash bonuses were paid by us to all eligible employees),  with
       the restricted  stock vesting the next business day,  subject to 18-month
       holding period restrictions.  Messrs.  Havener,  Schrafft and Provow were
       not eligible for incentive stock bonus awards during 2006.

(2)    For all amounts  shown,  the 2006  incentive  bonus criteria were set and
       incentive bonuses were earned during 2006, even though the fourth quarter
       and annual  incentive  cash bonuses were paid,  and the  incentive  stock
       bonuses  were  issued,  in the case of Messrs.  Jones and Allred,  in the
       first  quarter of 2007.  Because these awards are quarterly or annual and
       are all  earned  in 2006,  the  incentive  cash  bonus  amounts  are also
       reported in the "Non-Equity  Incentive Plan  Compensation"  column of the
       Summary  Compensation  Table,  and the incentive  stock bonus amounts for
       Messrs.  Jones and Allred  are also  reported  under the  "Stock  Awards"
       column of the Summary  Compensation Table and under the "Number of Shares
       Acquired on Vest"  column of the Options  Exercised  and Stock  Vested in
       Fiscal  Year  2006  table.  Information  regarding  the  incentive  bonus
       criteria and a general description of the formula used to calculate these
       incentive awards is described in this Item under "Compensation Discussion
       and Analysis --Elements of Our Executive Compensation Program --Incentive
       Bonus Awards."

(3)    For Messrs.  Jones and Allred,  shares issued as incentive  stock bonuses
       were  granted  under our 2004  long-term  incentive  plan.  The number of
       shares  issued  was  determined  by  dividing  the  dollar  amount of the
       relevant cash bonus by the per share closing price of our common stock on
       the date of issuance,  with fractional  shares paid in cash. These shares
       vest on the next  business  day  after  issuance  and are  subject  to an
       18-month holding period restriction.

(4)    Grant date fair values of  restricted  stock awards are  according to FAS
       123(R).  Certain de minimis  amounts (less than $20) were paid in cash in
       lieu of fractional shares.

(5)    Holding period restrictions expire November 5, 2007, January 8, 2008, May
       3, 2008 and August 23, 2008 for each of Mr. Jones' respective  restricted
       stock  awards  which were issued on May 5, July 28,  November 2, 2006 and
       February 23, 2007, respectively. Mr. Allred's holding period restrictions
       were removed as of January 1, 2007 pursuant to his separation  agreement.
       Information  on Mr.  Allred's  separation  agreement is described in this
       Item under "Individual Employment Agreements.

(6)    On May 5, 2006, Messrs. Schrafft and Provow were granted restricted stock
       awards of 240,000 and 180,000 shares, respectively,  under our 1995 stock
       plan,  which  vests in 16  quarterly  installments  of 15,000  and 11,250
       shares, respectively,  on the last day of each calendar quarter beginning
       June 30, 2006.  These awards are also reported  under the "Stock  Awards"
       column of the Summary  Compensation Table and under the "Number of Shares
       Acquired on Vest"  column of the Options  Exercised  and Stock  Vested in
       Fiscal Year 2006 table.  The unvested  shares are also reported under the
       Outstanding Equity Awards at 2006 Fiscal Year table.

(7)    On May 5, 2006, Mr. Allred was granted a restricted stock award of 60,000
       shares under our 1995 stock plan, which vested 20,000 per quarter through
       December 31, 2006.  This award is also reported  under the "Stock Awards"
       column of the Summary  Compensation Table and under the "Number of Shares
       Acquired on Vest"  column of the Options  Exercised  and Stock  Vested in
       Fiscal Year 2006 table.  The unvested  shares are also reported under the
       Outstanding Equity Awards at 2006 Fiscal Year table.

(8)    On December 30, 2006, pursuant to Mr. Allred's separation  agreement,  he
       was granted a  restricted  stock award under our 1995 stock plan having a
       fair market value of $600,000,  or 63,559  shares using the closing price
       of our common  stock on the grant date.  Shares  vested on  December  31,
       2006,  subject to a one-year  holding period  restriction.  This award is
       also reported  under the "All Other  Compensation"  column of the Summary
       Compensation  Table and under the Option  Exercises  and Stock  Vested in
       Fiscal Year 2006 table.


                                       15
<PAGE>

                OUTSTANDING EQUITY AWARDS AT 2006 FISCAL YEAR-END

         The following table presents  information on outstanding  equity awards
held by named executive  officers at December 31, 2006,  including the number of
securities underlying both exercisable and unexercisable portions of unexercised
stock  options  as  well  as the  exercise  price  and  expiration  date of each
outstanding  option grant. In addition,  this table provides  information  about
stock awards including the aggregate number and market value of shares that have
not vested pursuant to such awards.

<TABLE>
<CAPTION>
                                               OPTION AWARDS                                     STOCK AWARDS
                            ---------------------------------------------------    ---------------------------------------
                                NUMBER OF
                                SECURITIES
                                UNDERLYING                                           NUMBER OF SHARES     MARKET VALUE OF
                               UNEXERCISED          OPTION           OPTION         OR UNITS OF STOCK    SHARES OR UNITS OF
                               OPTIONS (#)         EXERCISE        EXPIRATION         THAT HAVE NOT       STOCK THAT HAVE
NAME                           EXERCISABLE         PRICE($)           DATE              VESTED(#)          NOT VESTED($)
----                           -----------         --------           ----              ---------          -------------

<S>                            <C>                   <C>            <C>                <C>                   <C>
Boland T. Jones                    --                 --                --             540,007 (1)           5,097,666

Michael E. Havener              30,000 (2)           8.81           12/31/11            45,000 (3)             424,800

Theodore P. Schrafft           233,334 (4)           5.04            5/30/11           195,000 (5)           1,840,800

T. Lee Provow                  385,000 (6)           6.13             8/1/11           146,250 (7)           1,380,600

Jeffrey A. Allred                  --                 --                --                  --                   --
</TABLE>

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

(1)   Shares of restricted stock vest in quarterly installments of 44,999 shares
      on the last day of each calendar quarter over 12 remaining quarters.

(2)   Options were fully vested on December 31, 2006.

(3)   Shares of  restricted  stock vest in three equal  annual  installments  of
      15,000 shares on each of July 28, 2007, 2008 and 2009.

(4)   Options were fully vested on May 30, 2006.

(5)   Shares of restricted stock vest in quarterly installments of 15,000 shares
      on the last day of each calendar quarter over 13 remaining quarters.

(6)   Options were fully vested on August 1, 2006.

(7)   Shares of restricted stock vest in quarterly installments of 11,250 shares
      on the last day of each calendar quarter over 13 remaining quarters.


                                       16
<PAGE>

              OPTION EXERCISES AND STOCK VESTED IN FISCAL YEAR 2006

         The following table shows amounts realized by named executive  officers
on each option that was  exercised  and each stock award that vested  during the
2006 fiscal year.

<TABLE>
<CAPTION>
                                            OPTION AWARDS                                      STOCK AWARDS
                              -----------------------------------------       ----------------------------------------------
                              NUMBER OF SHARES
                                ACQUIRED ON          VALUE REALIZED ON           NUMBER OF SHARES           VALUE REALIZED ON
       NAME                     EXERCISE (#)            EXERCISE ($)          ACQUIRED ON VESTING (#)          VESTING ($)
       ----                     ------------            ------------          -----------------------          -----------

<S>                                <C>                  <C>                      <C>                            <C>
Boland T. Jones                      --                     --                    82,863 (1) (2)                  676,208
                                                                                 179,996 (3)                    1,517,366

Michael E. Havener                 10,000               43,768 (4)                15,000 (5)                      112,800

Theodore P. Schrafft                 --                     --                    45,000 (1) (6)                  385,050

T. Lee Provow                        --                     --                    33,750 (1) (7)                  288,788

Jeffrey A. Allred                    --                     --                    55,242 (1) (8)                  450,805
                                                                                  60,000 (1) (9)                  513,400
                                                                                  63,559 (1) (10)                 600,000
</TABLE>

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

(1)    Shares are also  reported  under the Grants of  Plan-Based  Awards table,
       except for fourth quarter and annual stock bonus awards for Messrs. Jones
       and Allred  which are  earned in the fourth  quarter of each year but are
       not issued until the first quarter of the following year.

(2)    Represents the aggregate incentive  restricted stock bonus awards for the
       fourth  quarter  and annual  2005  grant,  which were issued in the first
       quarter  of 2006 and the first  three  quarterly  issuances  in 2006.  An
       aggregate of 32,628 shares were  withheld to pay the tax  liability  upon
       vesting.  An aggregate of 50,235 net shares were issued,  which had a net
       realized  value of $409,330.  Shares  vested the next  business day after
       date of issuance and are subject to 18-month holding period  restrictions
       from date of issuance.

(3)    Represents  time-vested  restricted stock awards which were granted prior
       to 2006 and vested on the last day of each  calendar  quarter in 2006. An
       aggregate of 68,158 shares were  withheld to pay the tax  liability  upon
       vesting. An aggregate of 111,838 net shares were issued,  which had a net
       realized value of $943,765.

(4)    Value realized on exercise represents the difference between the exercise
       price of the option  and the  market  price of the shares on the date the
       option  was  exercised.   The  value  realized  was  determined   without
       consideration of any taxes that may have been owed.

(5)    Represents a time-vested  restricted  stock award which was granted prior
       to 2006 and vested on July 28,  2006.  An  aggregate of 6,367 shares were
       withheld to pay the tax liability upon vesting. An aggregate of 8,633 net
       shares were issued, which had a net realized value of $64,920.

(6)    Represents a time-vested  restricted  stock award that vested on the last
       day of each calendar  quarter in 2006. An aggregate of 19,101 shares were
       withheld to pay the tax liability  upon  vesting.  An aggregate of 25,899
       net shares were issued, which had a net realized value of $221,609.

(7)    Represents a time-vested  restricted  stock award that vested on the last
       day of each calendar  quarter in 2006. An aggregate of 14,325 shares were
       withheld to pay the tax liability  upon  vesting.  An aggregate of 19,425
       net shares were issued, which had a net realized value of $166,213.


                                       17
<PAGE>

(8)    Represents the aggregate incentive  restricted stock bonus awards for the
       fourth  quarter  and  annual  2005 grant  which were  issued in the first
       quarter  of 2006 and the first  three  quarterly  issuances  in 2006.  An
       aggregate of 22,175 shares were  withheld to pay the tax  liability  upon
       vesting.  An aggregate of 33,067 net shares were issued,  which had a net
       realized  value of $270,001.  Shares  vested the next  business day after
       date of  issuance  and all  18-month  holding  period  restrictions  were
       subsequently released January 1, 2007 pursuant to Mr. Allred's separation
       agreement.

(9)    Represents a time-vested  restricted  stock award that vested on the last
       day of each calendar quarter in 2006.  25,470 shares were withheld to pay
       the tax liability upon vesting.  34,530 net shares net were issued, which
       had a net realized value of $295,462.

(10)   Represents   restricted  stock  granted  under  Mr.  Allred's  separation
       agreement.  26,131  shares were  withheld to pay the tax  liability  upon
       vesting. 37,428 net shares were issued, which had a net realized value of
       $353,320.  Shares  vested  one  business  day after date of grant and are
       subject  to a  one-year  holding  period  restriction  from  the  date of
       issuance.

Potential Payments Upon Termination Or Change In Control

         We have entered into employment  agreements or letters with each of our
named  executive  officers that provide for severance  payments or benefits upon
termination of employment and change of control.

VOLUNTARY TERMINATION

         A named  executive  officer is not  entitled to receive  any  severance
payment or benefits upon his voluntary decision to terminate employment with us.
The  executive  officer  would be entitled to receive a pro-rata  portion of his
base salary for the year in which termination  occurs and any earned and accrued
bonus compensation, as applicable.

TERMINATION WITH OR WITHOUT CAUSE

         A named  executive  officer is not  entitled to receive  any  severance
payment or benefits upon termination for cause.  The executive  officer would be
entitled to receive a pro rata  portion of his base salary for the year in which
termination occurs and any earned and accrued bonus compensation, as applicable.
A named executive officer is entitled to receive severance  payments and certain
benefits upon termination by the company without cause before and after a change
in control, per each executive officer's employment agreement or letter.

         Termination for cause generally includes:

         o    the willful and continued failure of an executive to substantially
              perform his duties, or

         o    the willful  engaging by an executive in illegal  conduct or gross
              misconduct,  which has, or  reasonably  may be expected to have, a
              substantial, adverse effect upon us.

TERMINATION FOR GOOD REASON

         Some of our named executive  officers are entitled to receive severance
payments and certain  benefits upon termination for good reason by the executive
officer  before  or after a change  in  control,  per each  executive  officer's
employment agreement.  Severance for termination for good reason before a change
in control is provided only for Mr. Jones under his  employment  agreement.  Mr.
Havener's  employment  letter  does not  provide  for  severance  benefits  upon
termination  for  good  reason.  Messrs.   Schrafft's  and  Provow's  employment
agreements  provide for severance benefits upon termination for good reason only
within 24 months after a change in control. Termination


                                       18
<PAGE>

for good reason requires prior written notice by an executive officer.

         Termination for good reason generally includes:

         o    the  assignment to the executive of any duties  inconsistent  with
              the executive's  position,  authority,  duties or responsibilities
              with us or any other action by us that results in a diminution  in
              such position, authority, duties or responsibilities,

         o    a  material  reduction  in the  executives'  base  salary or bonus
              opportunity,

         o    a material breach by us of any of the provisions in an executive's
              employment agreement, or

         o    requiring  the  executive  to be based at any  office or  location
              other than at specified company office locations.


CHANGE IN CONTROL

         The employment agreements and employment letters with each of our named
executive   officers  contain  change  in  control  provisions  whereby  certain
severance  payments and benefits  would be triggered  upon the  occurrence  of a
change in control of the company.  The purpose of these  benefits are to provide
our named executive officers with a level of financial protection upon a loss of
employment,  and to avoid their loss of  previously  granted  stock  options and
restricted stock awards,  in connection with a change in control of the company.
Severance  amounts are payable over time,  except in connection with a change in
control,  in which event the named  executive  officer  will  receive a lump sum
payment.  Mr. Jones is also  entitled to  additional  gross-up  payments for any
excise tax that may be imposed in connection with a change in control.

         The  change in  control  severance  provisions  in our named  executive
officers  employment  agreements or letters require a "double trigger," that is,
for any severance  payment to occur,  a change in control must be followed by an
involuntary  loss of employment by the company  without cause or by the employee
for good  reason,  either  within or more than 12 or 24 months after a change in
control  (depending  upon the  named  executive  officer).  If  Messrs.  Jones',
Schrafft's  or  Provow's  employment   agreements  are  not  renewed  either  in
contemplation  of,  or  within 24 months  after,  a change in  control,  certain
severance payments would be triggered. In addition, all named executive officers
unvested  stock  options and  restricted  stock will fully vest upon a change in
control.

         A change in control of the company generally includes the occurrence of
any of the following events:

         o    the acquisition of 50% or more of our voting securities,

         o    the members of our board of  directors  ceasing to  constitute  at
              least 60% of our board,

         o    a merger, consolidation or reorganization involving the company,

         o    a complete liquidation or dissolution of the company, or

         o    the sale or other  disposition of all or substantially  all of our
              assets.

         The following  table  describes the potential  payments and benefits to
which each of our named  executive  officers would be entitled if termination of
employment  occurred  before or after a change in control or was due to death or
disability.  The values assume  termination  of  employment  was effective as of
December 31,  2006. A discussion  of  termination  of  employment  and change of
control  provisions  contained in employment  agreements or letters with each of
our named  executive  officers is set forth below under  "Individual  Employment
Agreements."


                                       19
<PAGE>

<TABLE>
<CAPTION>
                                                                                                 TERMINATION
                                                                                              WITHOUT CAUSE OR
                                                             TERMINATION WITHOUT CAUSE OR      FOR GOOD REASON
                                                               FOR GOOD REASON BEFORE A            AFTER A           DEATH OR
NAME                   BENEFIT                                    CHANGE IN CONTROL           CHANGE IN CONTROL     DISABILITY
----                   -------                                    -----------------           -----------------     ----------

<S>                    <C>                                           <C>                         <C>                <C>        <C>
Boland T. Jones        Salary                                        $ 2,725,774                 $ 2,725,774        $1,350,000 (3)
                       Bonus                                           7,541,366                   7,541,366               --
                       Acceleration of equity awards (1)               5,097,666                   5,097,666         5,097,666
                       Health and welfare benefits                       131,485                     131,485             5,000 (3)
                       continuation (2)
                       Life insurance                                     90,000                      90,000                --
                       Excise tax gross-up                                    --                          --                -- (4)
                                                                     -----------                 -----------        ----------
                                 Total                               $15,586,291                 $15,586,291        $6,452,666
</TABLE>


<TABLE>
<CAPTION>
                                                                                                  TERMINATION
                                                                                                WITHOUT CAUSE OR
                                                              TERMINATION WITHOUT CAUSE         FOR GOOD REASON
                                                                       BEFORE A                      AFTER A              DEATH OR
NAME                   BENEFIT                                    CHANGE IN CONTROL           CHANGE IN CONTROL (5)      DISABILITY
----                   -------                                    -----------------           ---------------------      ----------

<S>                    <C>                                           <C>                            <C>                  <C>
Michael E. Havener     Salary                                          $100,000                       $200,000                   --
                       Bonus                                                 --                             --                   --
                       Acceleration of equity awards (1)                141,600                        424,800             $424,800
                                                                             --                             --                   --
                                                                       --------                       --------             --------
                                 Total                                 $241,600                       $624,800             $424,800


Theodore P. Schrafft   Salary                                        $  900,000                     $  900,000                   --
                       Bonus                                                 --                             --                   --
                       Acceleration of equity awards (1)                141,600                      1,840,800           $1,840,800
                       Health and welfare benefits                       29,812                         29,812                   --
                       continuation (2)                              ----------                     ----------           ----------
                                 Total                               $1,071,412                     $2,770,612           $1,840,800


T. Lee Provow          Salary                                          $770,000                     $  770,000                   --
                       Bonus                                                 --                             --                   --
                       Acceleration of equity awards (1)                106,200                      1,380,600           $1,380,600
                       Health and welfare benefits                       29,812                         29,812                   --
                       continuation (2)                                --------                     ----------           ----------
                                 Total                                 $906,012                     $2,180,412           $1,380,600
</TABLE>

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

(1)    All named executive  officers'  equity awards fully vest upon a change in
       control of the company and upon death or  disability.  All of Mr.  Jones'
       equity  awards  also vest upon a  termination  without  cause or for good
       reason prior to a change in control.  The next  tranche of equity  awards
       vest upon a termination without cause for Messrs.  Havener,  Schrafft and
       Provow.

(2)    Heath and welfare benefits  continuation  amounts are based upon the type
       of insurance we carried on each applicable named executive  officer,  and
       are valued at the premium in effect, on January 1, 2007.


                                       20
<PAGE>

(3)    Mr. Jones' disability  benefit equals 100% of his base salary payable for
       the first year, then 50% of his base salary for the next six months.  Mr.
       Jones' employment agreement also provides for a $5,000 death benefit.

(4)    Based on certain assumptions,  including  assumptions regarding the stock
       price of our common stock and adjusted  federal rates,  we do not believe
       that an excise tax would be imposed on  severance  payments to Mr.  Jones
       using a December 31, 2006 termination date.

(5)    Not  applicable  to Mr.  Havener  in the  event of  termination  for good
       reason.

INDIVIDUAL EMPLOYMENT AGREEMENTS

BOLAND T. JONES

         The initial term of Mr. Jones' employment  agreement expires on January
1, 2010.  Thereafter,  it renews  automatically for successive  one-year periods
unless  either party elects not to renew at least 30 days prior to expiration of
the term. If we terminate his employment for any reason other than cause, death,
disability  or if he resigns  for good  reason,  Mr.  Jones will be  entitled to
severance  compensation equal to 2.99 times the greater of the sum of his annual
base  salary in effect at the date of his  termination  plus 200% of his  target
cash  bonus  for the  year in which  his  termination  occurs  or the sum of the
highest  annual base salary plus 200% of the highest  cash bonus paid to him for
any of the three calendar years prior to the date of termination. This severance
amount  will be payable in cash in equal  installments  over a 12-month  period,
unless the  termination  occurs during a 24-month  period  following a change of
control,  in which case the severance  amount will be payable in a lump sum upon
the effective date of his termination.  If, during the 24-month period following
a change in control,  Mr. Jones is terminated  by us or the company's  successor
for  failure  to  renew  his  agreement,   he  will  be  entitled  to  severance
compensation as if his employment was terminated without cause and his severance
amount  will be payable in a lump sum within five  business  days of the date of
termination.  In addition,  upon  termination of Mr. Jones'  employment  without
cause or for good reason,  or in the event that we fail to renew the term of his
employment  agreement,  he will  continue to  participate  in any of our dental,
disability,  life or similar programs in which he participated immediately prior
to termination  for the remaining  term of his agreement as if such  termination
had not occurred.  This benefit would include the  continuation  of $3.0 million
life insurance  policy on Mr. Jones. Mr. Jones also will continue to participate
in any of our  medical or health  plans and  programs  in which he  participated
immediately  prior to such  termination for a period of 60 months after the date
of  termination  without cause or for good reason,  or for a period of 24 months
following  the  termination  of his  employment  agreement due to our failure to
renew its term. In addition, Mr. Jones is entitled to receive a gross-up payment
in the event any payments or benefits to which he may be entitled are treated as
"excess  parachute  payments" and are subject to excise taxes under Section 4999
of the tax code.

         Mr. Jones' employment  agreement provides that he will not compete with
the company,  solicit any of our employees or customers or disclose confidential
information during the term of his employment and for one year thereafter.

MICHAEL E. HAVENER

         We  may  terminate  Mr.  Havener's  employment  at  any  time.  If  his
employment is terminated without cause either before a change in control or more
than 12 months  after a change in  control,  Mr.  Havener  will be  entitled  to
severance  compensation  equal to 50% of his base annual salary in effect on the
date of termination.  In addition,  if, during the 12-month  period  following a
change in control, if Mr. Havener's employment is terminated without cause, then
Mr.  Havener is entitled  to  severance  compensation  equal to 100% of his base
annual salary in effect on the date of termination. These severance amounts will
be payable in accordance with our standard payroll  practices over the six-month
period following the termination  date unless his termination  occurs during the
12-month following a change in control, in which case the severance amounts will
be  payable  in a lump sum  payment  within  five  business  days of the date of
termination.


                                       21
<PAGE>

THEODORE P. SCHRAFFT

         The term of Mr. Schrafft's employment agreement expires on December 31,
2007. Thereafter, it renews automatically for successive one-year periods unless
either  party  elects not to renew at least 90 days prior to  expiration  of the
term.  If we terminate  his  employment  without  cause either before or after a
change in control,  or, if,  during the  24-month  period  following a change in
control,  he  terminates  his  employment  for good reason or his  employment is
terminated  by the company or its  successor,  Mr.  Schrafft will be entitled to
severance  compensation equal to 200% of his base annual salary in effect on the
date of termination.  These severance amounts will be payable in accordance with
our  standard   payroll   practices  over  the  24-month  period  following  the
termination  date,  unless his  termination  occurs  during the 24-month  period
following a change in control,  in which case these  severance  amounts  will be
payable in a lump sum within five business days of the date of  termination.  In
addition to these severance amounts, Mr. Schrafft will receive the cost of COBRA
coverage for 18 months following the date of termination.

         Mr. Schrafft's  employment  agreement provides that he will not compete
with  the  company,  solicit  any of our  employees  or  customers  or  disclose
confidential  business information during the term of his employment and for one
year thereafter.

T. LEE PROVOW

         The term of Mr. Provow's  employment  agreement expires on December 31,
2007.  If we terminate  his  employment  without cause either before a change in
control or, if during the  24-month  period  following a change in control,  Mr.
Provow's  employment  is  terminated by him for good reason or by the company or
its successor for failure to renew his agreement, Mr. Provow will be entitled to
severance  compensation equal to 200% of his base annual salary in effect on the
date of termination.  These severance amounts will be payable in accordance with
our  standard   payroll   practices  over  the  24-month  period  following  the
termination date, unless termination occurs during the 24-month period following
a change in control,  in which case these severance amounts will be payable in a
lump sum within five business days of the date of termination.  In addition, Mr.
Provow  will be  entitled  to an  amount  equal to the cost of  obtaining  COBRA
coverage for 18 months following the date of termination.

         Mr.  Provow's  employment  agreement  provides that he will not compete
with  the  company,  solicit  any of our  employees  or  customers  or  disclose
confidential  business information during the term of his employment and for one
year thereafter.

JEFFREY A. ALLRED

         Mr. Allred served as our  President and Chief  Operating  Officer until
July 2006, when he became our Chief Investment Officer, a position he held until
his resignation upon the expiration date of the term of his employment agreement
on  January 1, 2007.  In  connection  with his  resignation,  we entered  into a
separation  agreement and restricted stock agreement with Mr. Allred,  providing
for,  among other  things,  the payment of $1.2 million in cash  severance,  the
issuance of restricted stock having a fair market value of $600,000  (subject to
a one-year holding period  restriction) and the continuation of certain benefits
for a  two-year  period.  In  February  2007,  we entered  into to a  Consulting
Agreement with Griffeon Group,  LLC, of which Mr. Allred serves as President and
Chief Executive Officer,  pursuant to which in exchange for consulting  services
we have agreed to pay Griffeon  Group an aggregate of $225,000  over the term of
the agreement ending July 15, 2007.

Director Compensation

         Our  compensation  committee  reviews and evaluates the cash and equity
compensation of our directors and recommends changes in director compensation to
our board of directors.  Our  executive  officers who also serve as directors do
not receive compensation for their service as a director.

         In  2005,  our  compensation   committee   retained  James  F.  Reda  &
Associates,  LLC as an outside  compensation  consultant in  connection  with an
evaluation of our non-employee director compensation arrangements. James F. Reda
& Associates  provided an analysis of relevant market data based on non-employee


                                       22
<PAGE>

director compensation derived from a peer group of comparable companies and from
survey  data and  recommended  changes  consistent  with  market  practices  for
similarly situated directors.  Based on this analysis and other factors, such as
recognition of the increased time demands placed on non-employee  directors,  in
November 2005, our compensation committee  recommended,  and our board approved,
changes to our non-employee director compensation  effective for the 2005 - 2006
board year (with  board years  running  from  annual  shareholders'  meetings to
annual shareholders' meetings).

         CASH RETAINERS.  Non-employee directors receive a base cash retainer of
$30,000 per board year and are eligible for an additional $10,000 per board year
if they attend all quarterly,  regularly  scheduled  board meetings  during such
board year.  An  additional  $1,000 is payable for each  special  board  meeting
attended  during a board year, and an allowance of $1,250 per day is payable for
special projects and director  training attended by a director and as authorized
by us.  The  chairmen  of our audit  committee  and our  compensation  committee
receive an additional  cash retainer of $10,000 per board year,  and each member
of the audit and compensation  committees receive an additional cash retainer of
$5,000 per board year. The chairman of our  nominating and governance  committee
receives an additional  cash retainer of $5,000 per board year,  and each member
of our nominating and governance  committee receives an additional cash retainer
of $2,500 per board year.

         EQUITY  COMPENSATION.  An annual equity award of $80,000 in fair market
value of restricted stock is granted to each non-employee director in arrears on
the last day of each board year in  recognition  of service  for the prior board
year,  provided that the director remains a board member on such date. The grant
date  for  the  2005  - 2006  board  year  was  the  date  of  our  2006  annual
shareholders'  meeting on May 3, 2006.  The grant date for the 2006 - 2007 board
year will be the date of our 2007 annual shareholders'  meeting. The chairmen of
our audit  committee and  compensation  committee  receive an additional  equity
award of $10,000 in fair market  value of shares of  restricted  stock per board
year,  and each  member of our  audit and  compensation  committees  receive  an
additional  equity award of $5,000 in fair market value of shares of  restricted
stock per board year; provided that the director remains chairman or a committee
member on such  date.  The  shares  of  restricted  stock  vest  immediately  in
recognition  of service during the prior board year, and the number of shares to
be granted will be determined  by dividing the dollar  amount of the  applicable
annual award by the fair market value per share of our common stock on the grant
date, with any partial shares to be paid in cash.

         In July 2006, our compensation committee recommended,  and our board of
directors  approved,  changes to the equity  component  of our outside  director
compensation  arrangements,  effective  for the 2006 - 2007  board  year,  which
provided for the grant of annual equity awards on the earlier of the last day of
each board year for  recognition  of service for the prior board year, or upon a
change in  control  of the  company,  as  generally  defined  in this Item under
"Potential  Payments Upon  Termination or Change in Control." We no longer grant
stock options to a director upon joining our board.  Directors joining the board
during a board year receive pro-rated cash retainers and equity awards.

                 DIRECTOR COMPENSATION FOR THE 2006 FISCAL YEAR

                      FEES EARNED       STOCK
                       OR PAID IN       AWARDS     OPTION AWARDS
       NAME (1)       CASH ($) (2)   ($) (3) (4)    ($) (3) (5)    TOTAL ($) (6)
       --------       ------------   -----------    -----------    -------------
Jeffrey T. Arnold        49,334         80,000                        129,334
Wilkie S. Colyer         63,251         95,000        157,137         315,388
John R. Harris           60,750         95,000         75,626         231,376
Raymond H. Pirtle, Jr.   49,500         85,000                        134,500
J. Walker Smith, Jr.     47,625         80,000                        127,625

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

(1)    Boland T. Jones and Jeffrey A. Allred did not receive compensation in any
       form for their service on the board of directors.  Each of Messrs.  Jones
       and Allred is a named  executive  officer for purposes of this amendment,


                                       23
<PAGE>

       and  their   compensation  as  such  is  described  in  this  Item  under
       "Compensation   Discussion  and  Analysis  --Elements  of  Our  Executive
       Compensation  Program" and in the Summary  Compensation Table. Mr. Allred
       resigned as a director on January 1, 2007.

(2)    Each non-employee receives cash retainers and fees per board year paid in
       quarterly installments. Amounts paid in 2006 reflect additional pro-rated
       payments  as a  result  of  revisions  to our  director  compensation  in
       November 2005,  effective for the 2005 - 2006 board year, and for changes
       in committee membership.  Payments in 2006 for each non-employee director
       included an annual  retainer of $30,000,  $10,000 for  attendance  at all
       quarterly,  regularly scheduled board meetings,  $1,000 for attendance at
       each of two special  meetings,  with Mr. Arnold unable to attend one such
       special meeting.  Certain de minimis amounts (less than $20) were paid in
       cash in lieu of fractional shares.

(3)    Stock and option awards were granted under our 2000 directors stock plan.
       Stock awards  represent  shares of restricted  stock granted during 2006,
       and option  awards  include  stock  options  granted  prior to 2006 which
       became fully vested in 2006. Our director compensation no longer includes
       the granting of stock  options.  Amounts  shown reflect the dollar amount
       expensed for financial  statement  reporting  purposes for the year ended
       December 31, 2006 in accordance with FAS 123(R).  Assumptions used in the
       calculation  of these  amounts are  included in footnote 9 to our audited
       financial  statements  included in our annual report on Form 10-K for the
       year ended December 31, 2006.

(4)    On May 3, 2006,  the date of last years'  annual  shareholders'  meeting,
       each  non-employee  director  then serving was granted  10,403  shares of
       restricted  stock for their  service  during the 2005 - 2006 board  year.
       Messrs.  Colyer and Harris  each  received an  additional  grant of 1,300
       shares of restricted  stock,  as chairmen of our  compensation  and audit
       committees,  respectively,  and an  additional  grant  of 650  shares  of
       restricted  stock as  members of our audit and  compensation  committees,
       respectively.  Mr. Pirtle received an additional grant of 650 shares as a
       member of our audit committee.  The chairman and member of our nominating
       and  governance   committee  are  not  eligible  for  additional   equity
       compensation.  These shares vested  immediately upon grant in recognition
       of service  for the 2005 - 2006 board  year.  Amounts  shown  reflect the
       grant date fair market  value of the  restricted  shares  granted to each
       director  during  2006.  As of the year  ended  December  31,  2006,  the
       aggregate  number of  shares of  restricted  stock  outstanding  for each
       director is as follows:  Mr. Arnold,  10,403 shares;  Mr. Colyer,  12,353
       shares;  Mr. Harris,  12,353 shares;  Mr. Pirtle,  2,193 shares;  and Mr.
       Smith, 10,403 shares.

(5)    As of the year ended  December 31, 2006,  the  aggregate  number of stock
       options outstanding and fully vested for each of Messrs.  Arnold, Colyer,
       Harris and Smith were 100,000 shares.

(6)    The  aggregate   incremental   costs  of  perquisites  for  each  of  our
       non-employee directors was less than $10,000.


ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL  OWNERS  AND  MANAGEMENT  AND
          RELATED STOCKHOLDER MATTERS

OFFICERS AND DIRECTORS

         The  following  table sets forth to the best of our  knowledge  certain
information  as of April 19, 2007  regarding  the  beneficial  ownership  of our
voting stock by:

         o    each of our current directors and each nominee for director,

         o    each of our named executive officers (as defined in Item 11. under
              "Executive Compensation"), and

         o    all of our current executive  officers,  directors and each person
              nominated to become a director as a group.

         As of April 19, 2007, there were 70,362,492  shares of our common stock
issued and outstanding.


                                       24
<PAGE>

<TABLE>
<CAPTION>
                                                                           SHARES OF
                                                                          COMMON STOCK           PERCENT
                                                                          BENEFICIALLY          OF COMMON
NAME OF BENEFICIAL OWNER                                                    OWNED (1)          STOCK OWNED
------------------------                                                    ---------          -----------

<S>                                                                      <C>                       <C>
Boland T. Jones                                                          4,152,056  (2)            5.9
Michael E. Havener                                                          83,633  (3)             *
Jeffrey T. Arnold                                                          151,403  (4)             *
Wilkie S. Colyer                                                           122,353  (5)             *
John R. Harris                                                             112,353  (6)             *
W. Steven Jones                                                                 --                  *
Raymond H. Pirtle, Jr.                                                       2,193  (7)             *
J. Walker Smith, Jr.                                                       111,403  (8)             *
Theodore P. Schrafft                                                       453,265  (9)             *
T. Lee Provow                                                              567,824 (10)             *
Jeffrey A. Allred                                                          806,643 (11)            1.2
All current executive officers and directors as a group (11 persons)     6,563,126 (12)            9.3
</TABLE>

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

*      Less than one percent.

(1)    Beneficial  ownership is determined  in accordance  with the rules of the
       SEC that  deem  shares to be  beneficially  owned by any  person  who has
       shares voting or investment power with respect to such shares.  Shares of
       our common  stock  subject to  warrants  or  options  that are  currently
       exercisable or exercisable within 60 days of April 19, 2007 are deemed to
       be outstanding  and to be  beneficially  owned by the person holding such
       warrants or options for the purpose of computing the percentage ownership
       of such  person,  but are not treated as  outstanding  for the purpose of
       computing the percentage ownership of any other person.

(2)    Includes 2,161,492 shares held of record by Mr. Jones, 495,008 restricted
       shares held of record by Mr. Jones,  4,966 shares held in our 401(k) plan
       for the benefit of Mr.  Jones,  590 shares  held of record by Mr.  Jones'
       wife  for  which  Mr.  Jones  holds  the  right  to vote  pursuant  to an
       irrevocable proxy granted by Mrs. Jones to Mr. Jones,  50,000 shares held
       in a family trust, and 1,440,000 shares held by Seven Gables Partnership,
       L.P.,  a  limited  partnership  whose  general  partner  is Seven  Gables
       Management  Company,  LLC, a limited liability company whose sole members
       are Mr. and Mrs. Jones. Does not include 450 shares held of record by Mr.
       Jones' wife, as custodian for the benefit of two unrelated minor children
       under the Uniform  Gifts to Minors Act, or 55,427  shares held in a trust
       as to which shares Mr. Jones disclaims  beneficial  ownership.  There are
       1,694,377  shares held by Mr.  Jones and Seven Gables  Partnership,  L.P.
       which are  pledged as  security  for loans made by us to Mr.  Jones.  The
       address of Mr. Jones is 3399 Peachtree  Road,  N.E., The Lenox  Building,
       Suite 700, Atlanta, Georgia 30326.

(3)    Includes 8,633 shares held of record by Mr.  Havener,  45,000  restricted
       shares held of record by Mr. Havener and 30,000 shares subject to options
       currently exercisable or exercisable within 60 days.

(4)    Includes  51,403 shares held of record by Mr.  Arnold and 100,000  shares
       subject to options currently exercisable or exercisable within 60 days.

(5)    Includes  22,353 shares held of record by Mr.  Colyer and 100,000  shares
       subject to options currently exercisable or exercisable within 60 days.

(6)    Includes  12,353  restricted  shares  held of  record by Mr.  Harris  and
       100,000  shares subject to options  currently  exercisable or exercisable
       within 60 days.

(7)    Includes 2,193 shares held of record by Mr. Pirtle.


                                       25
<PAGE>

(8)    Includes 1,000 shares held of record jointly by Mr. Smith and his spouse,
       10,403 shares held of record by Mr. Smith and 100,000  shares  subject to
       options currently exercisable or exercisable within 60 days.

(9)    Includes 34,532 shares held of record by Mr. Schrafft, 180,000 restricted
       shares held of record by Mr.  Schrafft,  5,399  shares held in our 401(k)
       plan for the  benefit  of Mr.  Schrafft  and  233,334  shares  subject to
       options currently exercisable or exercisable within 60 days.

(10)   Includes 25,900 shares held of record by Mr. Provow,  156,924  restricted
       shares held of record by Mr. Provow and 385,000 shares subject to options
       currently exercisable or exercisable within 60 days.

(11)   Includes 691,269 shares held of record by Mr. Allred,  35,428  restricted
       shares held of record by Mr. Allred,  75,000 shares held in an individual
       retirement account for the benefit of Mr. Allred and 4,946 shares held in
       our 401(k) plan for the benefit of Mr. Allred.

(12)   Includes  1,048,334  shares subject to options  currently  exercisable or
       exercisable within 60 days.


PRINCIPAL SHAREHOLDERS

         The following table sets forth to the best of our knowledge each person
who is known by us to be the  beneficial  owner of more than five percent of any
class of our voting  securities as of April 19, 2007 based on filings made under
Section 13(d) and Section 13(g) of the Exchange Act.

                                                    SHARES OF
                                                  COMMON STOCK         PERCENT
                                                  BENEFICIALLY        OF COMMON
NAME OF BENEFICIAL OWNER                            OWNED (1)        STOCK OWNED
------------------------                            ---------        -----------

T. Rowe Price Associates, Inc.                    5,137,040 (1)          7.3
Barclays Global Investors, NA et. al.             3,512,254 (2)          5.0

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

(1)    On February 14, 2007, a Schedule  13G/A was filed with the SEC by T. Rowe
       Price Associates,  Inc. (100 E. Pratt Street, Baltimore, MD 21202) (which
       we refer to in this amendment as "Price  Associates"),  which states that
       Price  Associates  is  a  registered   investment   advisor  for  various
       individuals  and  institutional  clients  with  sole  voting  power  over
       1,687,700  shares of our  common  stock and sole  dispositive  power over
       5,137,040  shares.  According  to  the  Schedule  13G/A,  none  of  Price
       Associates' clients  individually owns five percent or more of our common
       stock, and Price Associates  expressly disclaims  beneficial ownership of
       these shares.

(1)    On  January  23,  2007,  a joint  Schedule  13G was filed with the SEC by
       Barclays  Global  Investors,  NA (45 Fremont  Street,  San Francisco,  CA
       94105);  Barclays Global Fund Advisors (45 Fremont Street, San Francisco,
       CA 94105);  Barclays Global  Investors,  Ltd. (Murray House, 1 Royal Mint
       Court,  London,  EC3N 4HH); and Barclays Global Investors Japan Trust and
       Banking  Company  Limited  (Ebisu Prime Square Tower,  8th Floor,  1-1-39
       Hiroo Shibuya-Ku,  Tokyo 150-0012,  Japan); and Barclays Global Investors
       Japan  Limited  (Ebisu  Prime  Square  Tower,  8th  Floor,  1-1-39  Hiroo
       Shibuya-Ku,  Tokyo 150-0012,  Japan) (which we refer to in this amendment
       as the "Barclays entities").  According to the Schedule 13G, the Barclays
       entities in the aggregate beneficially own 3,512,254 shares of our common
       stock,  with sole voting power over 3,336,418 shares and sole dispositive
       power over 3,512,254  shares.  According to the Schedule 13G, none of the
       other  Barclays  entities  individually  owns five percent or more of our
       common stock.

EQUITY COMPENSATION PLAN INFORMATION

         The following table gives information as of December 31, 2006 about our
common stock that may be issued under all of our  existing  equity  compensation
plans. The table does not include  information with respect to


                                       26
<PAGE>

shares subject to outstanding  options granted under equity  compensation  plans
assumed by us in connection with mergers and  acquisitions of the companies that
originally  granted  those  options.  Note 3 to the table  sets  forth the total
number of shares of our common stock issuable upon the exercise of those assumed
options as of December 31, 2006 and the weighted average exercise price of those
options. No additional options may be granted under those assumed plans.

<TABLE>
<CAPTION>
                                                                                                   (c)
                                             (a)                                          NUMBER OF SECURITIES
                                     NUMBER OF SECURITIES             (b)               REMAINING AVAILABLE FOR
                                      TO BE ISSUED UPON        WEIGHTED AVERAGE          FUTURE ISSUANCE UNDER
                                         EXERCISE OF           EXERCISE PRICE OF       EQUITY COMPENSATION PLANS
                                     OUTSTANDING OPTIONS,     OUTSTANDING OPTIONS,       (EXCLUDING SECURITIES
PLAN CATEGORY                        WARRANTS AND RIGHTS      WARRANTS AND RIGHTS       REFLECTED IN COLUMN (a))
-------------                        -------------------      -------------------       ------------------------

<S>                                       <C>                       <C>                         <C>
Equity Compensation Plans
    approved by shareholders (1)          1,719,492                 $7.37                       3,290,953

Equity Compensation Plans not
    approved by shareholders (2)            927,111                 $7.04                              --
                                          ---------                 -----                       ---------
     Total                                2,646,603                 $7.25                       3,290,953
</TABLE>

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

(1)    Includes  options issued and available for exercise and shares  available
       for issuance  under our 1995 stock plan,  2000  directors  stock plan and
       2004 long-term incentive plan.

(2)    Includes  options  issued and available for exercise under our 1998 stock
       plan. Following the adoption of our 2004 long-term incentive plan in June
       2004,  the 1998 stock plan was frozen and no  additional  awards  will be
       issued.

(3)    This table does not include  information for an equity  compensation plan
       assumed by us in  connection  with an  acquisition  of the  company  that
       originally  established  the  Intellivoice   Communications,   Inc.  1995
       incentive  stock option  plan.  As of December 31, 2006, a total of 4,870
       shares of our common stock were  issuable  upon  exercise of  outstanding
       options under the assumed plan.  The weighted  average  exercise price of
       the outstanding  options is $4.58 per share. No additional options may be
       granted under this assumed plan.


                                       27
<PAGE>

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR
          INDEPENDENCE

REVIEW AND APPROVAL OF RELATED PARTY TRANSACTIONS

         Our board of directors has adopted the statement of policy with respect
to related  person  transactions,  which sets forth in writing the  policies and
procedures for the review,  approval or  ratification of any transaction (or any
series of similar  transactions) in which we, including any of our subsidiaries,
were, are or will be a participant and the amount involved  exceeds $5,000,  and
in which any related person had, has or will have a direct or indirect  material
interest. For purposes of the policy, a "related person" is:

         o    any person who is, or at any time since the  beginning of our last
              fiscal year was, our executive officer or director or a nominee to
              become one of our directors,

         o    any shareholder owning in excess of five percent of our company,

         o    any immediate family member of any of the foregoing persons, or

         o    any  firm,  corporation  or  other  entity  in  which  any  of the
              foregoing persons is employed or is a partner or principal or in a
              similar  position  or in which such  person has a five  percent or
              greater beneficial ownership interest.

         Other than a transaction involving compensation that is approved by our
compensation  committee,  we will only  consummate or continue a related  person
transaction  if it has been  approved  or  ratified  by our audit  committee  in
accordance with the guidelines set forth in the policy and the transaction is on
terms  comparable to those that could be obtained in arm's length  dealings with
unrelated third parties.

         Our board of directors has determined  that the audit committee is best
suited  to  review  and  approve  related  person  transactions.  Prior  to  the
consummation of or material amendment to a related person transaction, our audit
committee   reviews  the  transaction  and  considers  all  relevant  facts  and
circumstances, including, but not limited to:

         o    the benefits to us from the transaction,

         o    the impact on a director's independence, if applicable,

         o    the  availability  of other  sources  for  comparable  products or
              services,

         o    the terms of the transaction, and

         o    the terms  available  to  unrelated  third  parties  or  employees
              generally.

         Our audit  committee  approves only those related  person  transactions
that are in, or are not inconsistent with, the best interests of our company and
our  shareholders.  If a related person  transaction is ongoing or completed and
was not previously approved, it is promptly submitted to our audit committee for
review and consideration.  Based on the conclusions reached, our audit committee
evaluates all options,  including but not limited to,  ratification,  amendment,
rescission or termination of the related person transaction.

RELATED PARTY TRANSACTIONS

         We have made loans to Boland T.  Jones,  our  Chairman of the Board and
Chief  Executive  Officer,  which  loans are  secured by our  common  stock held
directly  by  Mr.  Jones  and by  Seven  Gables  Partnership,  L.P.,  a  limited
partnership  whose general partner is Seven Gables Management  Company,  LLC and
whose limited partner is a trust of which Mr. Jones was the grantor and his wife
the trustee.  Seven Gables Management  Company is a limited liability company of
which Mr. Jones and his wife are the sole members.  The loans were made pursuant
to Mr.


                                       28
<PAGE>

Jones' then current employment agreement for the exercise price of certain stock
options and the taxes related  thereto.  We had a legal commitment to make these
loans prior to July 30, 2002, without having any discretion or termination right
with  respect to these  existing  obligations,  which have not been  modified or
extended  in any way.  Each loan is  evidenced  by a  recourse  promissory  note
bearing  interest at the  applicable  federal  rate and is secured by the common
stock  purchased.  These loans mature between 2007 and 2010. No payments are due
prior to the due date of each loan. The highest  aggregate  principal  amount of
the loans,  including accrued interest,  outstanding during 2006 was $2,004,398,
and the terms of these loans are as follows:

<TABLE>
<CAPTION>
                                     INTEREST                       SHARES      VALUE OF COLLATERAL
     NAME           AMOUNT OF LOAN     RATE        DUE DATE        PLEDGED        AS OF 12/31/05
     ----           --------------     ----        --------        -------        --------------

<S>                   <C>              <C>         <C>            <C>              <C>
Boland T. Jones       $1,431,327       5.96%       10/31/10       1,330,753*       $12,562,308*
                         396,856       4.94%       12/29/07         100,000            944,000
                          24,323       4.94%       12/15/09          24,000            226,560
                          95,191       5.43%       10/31/10       1,330,753*        12,562,308*
                          56,701       5.43%       10/31/10         239,624          2,262,051
                      ----------                                                   -----------
                      $2,004,398                                                   $15,994,919*
</TABLE>

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

*    Separate  loans are  secured by the same  shares of our common  stock.  The
     value of such shares is only  included once to determine the total value of
     collateral.

         As of April 13, 2007,  the  aggregate  outstanding  loan amount for Mr.
Jones was $2,036,865.

         In October 2005, our audit committee approved,  and in November 2005 we
entered into, an agreement with  HowStuffWorks.  The agreement  provides for our
purchase of up to $30,000 of online  advertisements  on  howstuffworks.com  each
calendar  month during the term.  We made  aggregate  payments of  approximately
$283,120  during the  initial  term and agreed to extend  the  agreement  for an
additional  one-year period expiring September 20, 2007. Jeffrey T. Arnold is an
executive officer of Convex Group, which controls  HowStuffWorks,  and Boland T.
Jones is a director of Convex Group.

INDEPENDENT DIRECTORS

         The  independent  members of our board of directors,  as defined by the
NYSE  listing  standards,  meet in  executive  session at least  twice a year in
conjunction  with regularly  scheduled board meetings.  In 2006, the independent
members  of our board met four times in  executive  session  without  management
present.   Our  board  of  directors  has   affirmatively   determined   that  a
supermajority of our board members (Jeffrey T. Arnold, Wilkie S. Colyer, John R.
Harris,  W. Steven Jones,  Raymond H. Pirtle,  Jr. and J. Walker Smith, Jr.) are
independent  members  of  our  board  under  the  NYSE  listing  standards.  Any
independent  director may call an executive session of independent  directors at
any time upon not less than five days' prior  notice duly  given,  which  notice
shall include the purposes,  location and time of the meeting.  Our  independent
directors appointed Mr. Colyer to serve as our presiding independent director to
preside over executive  sessions of  non-management  directors in February 2007.
Mr. Arnold served as our independent presiding director during 2006.

         Our  board has  established  guidelines  to  assist  it in  determining
director  independence  (which we refer to in this  amendment  as  "independence
guidelines"),  which are more exacting than the independence  requirements under
the NYSE rules.  Under these  independence  guidelines,  a director  will not be
independent if:

         o    the director is, or has been within the last three years, employed
              by us, or an immediate  family member is, or has served within the
              last three years, as one of our executive officers,

         o    the director has received  during any 12-month  period  within the
              last  three  years any  direct  compensation  from us in excess of
              $100,000,  other than director and  committee  fees and pension or
              other forms of deferred  compensation for prior service  (provided
              such  compensation  is  not  contingent  in any  way on  continued
              service),


                                       29
<PAGE>

         o    an immediate family member has received during any 12-month period
              within  the  last  three  years  more  than   $100,000  in  direct
              compensation from us,

         o    (1) the  director  or an  immediate  family  member  is a  current
              partner of a firm that is our  internal or external  auditor;  (2)
              the  director  is a  current  employee  of  such  a  firm;  (3) an
              immediate  family member is a current  employee of such a firm and
              participates in the firm's audit, assurance or tax compliance (but
              not tax  planning)  practice;  or (4) the director or an immediate
              family member was within the last three years (but is no longer) a
              partner  or  employee  of such firm and  personally  worked on our
              audit within that time,

         o    the director or an immediate  family member is, or has been within
              the last three years,  employed as an executive officer of another
              company  where any of our  current  executive  officers  serves or
              served on that company's compensation committee,

         o    the  director is a current  employee or executive  officer,  or an
              immediate  family  member is a  current  executive  officer,  of a
              company that has made  payments to, or received  payment  from, us
              for  property or services in an amount  which,  in any of the last
              three  fiscal  years,  exceeds  the  greater  of $1 million or two
              percent of such other company's consolidated gross revenues,

         o    at the time of the independence determination,  the director is an
              employee or executive officer, or an immediate family member is an
              executive officer,  of another company which is indebted to us, or
              to which we are indebted, and the total amount of either company's
              indebtedness to the other at the end of the last completed  fiscal
              year is  more  than  one  percent  of the  other  company's  total
              consolidated assets, or

         o    the  director  serves as an  officer,  director  or  trustee  of a
              charitable,  tax exempt  organization  and,  within the  preceding
              three years, our  discretionary  charitable  contributions to that
              organization in any single fiscal year are greater than $1 million
              or two  percent of that  organization's  total  annual  charitable
              receipts.

These independence  guidelines are part of our corporate  governance  guidelines
which are  available  on our Web site at  PGICONNECT.COM  (follow the  "Investor
Relations" link to "Corporate Governance" - "Corporate Governance  Guidelines").
In addition to applying these independence guidelines,  our board shall consider
all  relevant  facts  and   circumstances   when  making  a   determination   of
independence,  including commercial,  industrial,  banking,  consulting,  legal,
accounting,  charitable and familial relationships. Our board shall consider the
issue  not  merely  from the  standpoint  of a  director,  but also from that of
persons or organizations with which the director has a significant  affiliation.
An  independent  director  should  be  free of any  relationship  with us or our
management  that is reasonably  likely to impair the director's  ability to make
independent judgments. If our board determines that a director who satisfies the
NYSE  rules  is  independent  even  though  they  do  not  satisfy  all  of  our
independence  guidelines,  this determination will be disclosed and explained in
our proxy statement.

         After the review and  recommendation  of the  nominating and governance
committee,  the board of directors has affirmatively  determined that Jeffrey T.
Arnold,  Wilkie S. Colyer,  John R. Harris, W. Steven Jones,  Raymond H. Pirtle,
Jr. and J. Walker Smith, Jr. are independent members of our board under the NYSE
listing   standards   and  our   independence   guidelines.   In  reaching  this
determination,  our  board of  directors  considered  the  existing  advertising
contract we have with HowStuffWorks,  Inc. that the audit committee pre-approved
in 2005 according to its charter and which is disclosed in this amendment  under
"Related Party Transactions"  above. Our board also considered the approximately
two percent ownership interest of our Chairman of the Board in Convex Group (the
parent of HowStuffWorks),  of which Mr. Arnold is an executive officer and which
is not otherwise  disclosed in this amendment under "Related Party Transactions"
above. In addition, the board considered that Mr. Jones also serves on the board
of Bank of  America,  which  serves as  administrative  agent  under our  credit
facility and that provides us with commercial  banking  services in the ordinary
course of business.  Our board has determined  that none of these  relationships
violated our independence guidelines.


                                       30
<PAGE>

ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES

INDEPENDENT PUBLIC ACCOUNTANTS

         Deloitte  &  Touche  served  as  our  independent   registered   public
accounting  firm for the year ended December 31, 2006.  The audit  committee has
not yet selected our independent  registered public accounting firm for our 2007
audit,  but intends to do so by May 31, 2007 after  completion  of its  standard
review process.

AUDIT MATTERS

         The following table shows the aggregate fees billed to us by Deloitte &
Touche for audit and permitted  non-audit  services for the years ended December
31, 2006 and 2005:

                                          2006           2005
                                          ----           ----
               Audit fees               1,374,701     $1,393,698
               Tax fees                   189,247        320,252
               All other fees             163,051        107,863
                                        ---------     ----------
                   Total fees           1,726,999     $1,821,813
                                        =========     ==========

         "Audit fees" include fees for the audit of our  consolidated  financial
statements,  review of our quarterly financial  statements,  compliance with the
Sarbanes-Oxley  Act of 2002 Section 404  requirements  and  statutory  audits of
certain of our foreign subsidiaries' financial statements.

         "Tax fees" include fees for domestic and  international tax compliance,
planning and advice.

         "All  other  fees" for 2006 and 2005  consist  of fees for an  American
Institute of Public Accountants'  Statement on Auditing Standards No. 70 Type II
audit of controls  related to the  processing of automated  data  management and
delivery  solutions  and related  computer  controls at certain of our U.S.  and
international processing locations.

         The audit  committee  pre-approved  all audit and  permitted  non-audit
services  provided  by  Deloitte  & Touche  in 2006 and 2005 and has  considered
whether the provision of such permitted  non-audit  services is compatible  with
maintaining Deloitte & Touche's independence.


                                       31
<PAGE>

                                     PART IV

ITEM 15.  EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a)      1.       FINANCIAL STATEMENTS

The financial  statements of Premiere Global Services,  Inc. are included in the
original filing.

         2.       FINANCIAL STATEMENT SCHEDULES

There are no financial statement schedules included in this report.

         3.       EXHIBITS

                                  EXHIBIT INDEX

EXHIBIT
NUMBER                                 DESCRIPTION
------                                 -----------

 2.1     Agreement and Plan of Merger,  together with  exhibits,  dated November
         13, 1997,  by and among the  Registrant,  Nets  Acquisition  Corp.  and
         Xpedite Systems, Inc. (incorporated by reference to Exhibit 99.2 to the
         Registrant's  Current  Report on Form 8-K dated  November  13, 1997 and
         filed  December 5, 1997, as amended by Form 8-K/A and filed on December
         23, 1997).

 2.2     Agreement  and Plan of Merger,  dated April 22, 1998,  by and among the
         Registrant,  American  Teleconferencing  Services,  Ltd. ("ATS"),  PTEK
         Missouri Acquisition Corp. and the shareholders of ATS (incorporated by
         reference to Exhibit 99.1 of the Company's  Current  Report on Form 8-K
         dated April 23, 1998 and filed on April 28, 1998).

 2.3     Asset  Purchase  Agreement,  dated  September  15,  2003,  by and among
         Captaris,  Inc., MediaTel  Corporation  (Delaware) and Xpedite Systems,
         Inc. (incorporated by reference to Exhibit 2.1 of the Current Report on
         Form 8-K of Captaris, Inc. filed on September 17, 2003).

 2.4     Asset  Purchase  Agreement,  dated  February  16,  2005,  by and  among
         Clarinet,  Inc., the Registrant,  American  Teleconferencing  Services,
         Ltd.,  Conference-Call  USA, Inc. and Citizens  Communications  Company
         (incorporated  by reference to Exhibit 2.7 to the  Registrant's  Annual
         Report on Form 10-K for the fiscal  year ended  December  31,  2004 and
         filed on March 15, 2005).

 3.1     Amended and Restated  Articles of Incorporation of the Registrant dated
         March  15,  2006  (incorporated  by  reference  to  Exhibit  3.1 to the
         Registrant's Annual Report on Form 10-K for the year ended December 31,
         2005 and filed on March 16, 2006).

 3.2     Second Amended and Restated Bylaws of the Registrant  (incorporated  by
         reference to Exhibit 3.2 to the Registrant's Annual Report on Form 10-K
         for the year ended December 31, 2005 and filed on March 16, 2006).

 4.1     See Exhibits 3.1-2. for provisions of the Articles of Incorporation and
         Bylaws  defining  the  rights of the  holders  of  common  stock of the
         Registrant.

 4.2     Specimen Stock Certificate (incorporated by reference to Exhibit 4.2 to
         the  Registrant for the year ended December 31, 2005 and filed on March
         16, 2006).


                                       32
<PAGE>

EXHIBIT
NUMBER                                 DESCRIPTION
------                                 -----------

10.1     Agreement of Lease between  Corporate  Property  Investors and Premiere
         Communications,  Inc.,  dated March 3, 1997, as amended by Modification
         of Lease dated  August 4, 1997,  as amended by Second  Modification  of
         Lease dated  October 30, 1997  (incorporated  by  reference  to Exhibit
         10.19 to  Registrant's  Annual  Report on Form 10-K for the year  ended
         December 31, 1997).

10.2     Amended and Restated 1998 Stock Plan of the Registrant (incorporated by
         reference to Exhibit 10.1 to the Registrant's  Quarterly Report on Form
         10-Q for the quarter ended June 30, 1999). +

10.3     Amendment  No. 1 to the  Amended  and  Restated  1998 Stock Plan of the
         Registrant   (incorporated   by  reference  to  Exhibit  10.45  to  the
         Registrant's Annual Report on Form 10-K for the year ended December 31,
         1999). +

10.4     Intellivoice Communications, Inc. 1995 Incentive Stock Plan (assumed by
         the  Registrant)  (incorporated  by reference  to Exhibit  10.52 to the
         Registrant's Annual Report on Form 10-K for the year ended December 31,
         1999).

10.5     2000 Directors Stock Plan, as amended, of the Registrant  (incorporated
         by  reference  to  Appendix  C to  the  Registrant's  Definitive  Proxy
         Statement  distributed in connection with the Registrant's June 5, 2002
         Annual Meeting of Shareholders, filed on April 30, 2002). +

10.6     1995  Stock  Plan  of the  Registrant  (incorporated  by  reference  to
         Appendix C to the Registrant's  Definitive Proxy Statement  distributed
         in  connection  with the  Registrant's  June 5, 2002 Annual  Meeting of
         Shareholders, filed on April 30, 2002). +

10.7     Third  Modification  of Lease,  dated July 15, 1998, by and between The
         Retail  Property  Trust  and  Premiere  Communications,   Inc.  to  the
         Agreement of Lease between  Corporate  Property  Investors and Premiere
         Communications,  Inc.  dated  October  30,  1997,  as amended by Fourth
         Modification  of Lease  dated  August  27,  1998,  as  amended by Fifth
         Modification  of  Lease  dated  April  1,  1999,  as  amended  by Sixth
         Modification of Lease dated 1999  (incorporated by reference to Exhibit
         10.51 to the Registrant's Annual Report on Form 10-K for the year ended
         December 31, 2002 and filed on March 31, 2003).

10.8     Seventh  Amendment to Lease,  dated  February 28, 2001,  by and between
         Property  Georgia OBJLW Two  Corporation  and Premiere  Communications,
         Inc. to the Agreement of Lease between Corporate Property Investors and
         Premiere  Communications,  Inc.  dated  October 30, 1997, as amended by
         Eighth  Amendment  to  Lease  dated  June  24,  2001  (incorporated  by
         reference to Exhibit  10.52 to the  Registrant's  Annual Report on Form
         10-K for the year ended December 31, 2002 and filed on March 31, 2003).

10.9     Standard  Office Lease,  dated May 23, 1996, by and between 2221 Bijou,
         LLC and American  Teleconferencing  Services, Ltd., as amended by First
         Amendment  to Standard  Office  Lease dated May 4, 1999,  as amended by
         Second Amendment to Standard Office Lease dated May 1998, as amended by
         Third   Amendment  to  Standard   Office  Lease  dated  September  1999
         (incorporated by reference to Exhibit 10.53 to the Registrant's  Annual
         Report on Form 10-K for the year ended  December  31, 2002 and filed on
         March 31, 2003).

10.10    Lease Agreement from Townsend XPD, LLC to Xpedite Systems,  Inc., dated
         June 15,  2000,  (incorporated  by  reference  to Exhibit  10.68 to the
         Registrant's Annual Report on Form 10-K for the year ended December 31,
         2002 and filed on March 31, 2003).

10.11    Pine Ridge Business Park Standard Office Lease, dated January 29, 1999,
         by and  between  Perg  Buildings,  LLC  and  American  Teleconferencing
         Services,  Ltd.,  as amended by First  Amendment  to Lease dated May 4,
         1999  (incorporated  by reference to Exhibit 10.69 to the  Registrant's
         Annual  Report on Form 10-K for the year ended  December  31,  2002 and
         filed on March 31, 2003).


                                       33
<PAGE>

EXHIBIT
NUMBER                                 DESCRIPTION
------                                 -----------

10.12    Stock Pledge Agreement,  dated December 29, 1997, by and between Boland
         T. Jones and the Registrant (incorporated by reference to Exhibit 10.71
         to Amendment No. 1 to the Registrant's Annual Report on Form 10-K/A for
         the year ended December 31, 2002 and filed on December 23, 2003). +

10.13    Stock Pledge Agreement,  dated December 15, 1999, by and between Boland
         T. Jones and the Registrant (incorporated by reference to Exhibit 10.73
         to Amendment No. 1 to the Registrant's Annual Report on Form 10-K/A for
         the year ended December 31, 2002 and filed on December 23, 2003). +

10.14    Agreement for Assignment of Stock  Options,  dated February 5, 1999, by
         and among Boland T. Jones, Seven Gables Management Company,  LLC, Seven
         Gables Partnership,  L.P. and the Registrant (incorporated by reference
         to Exhibit 10.74 to Amendment No. 1 to the  Registrant's  Annual Report
         on Form  10-K/A  for the year  ended  December  31,  2002 and  filed on
         December 23, 2003). +

10.15    Promissory Note,  dated October 31, 2000,  payable to the Registrant by
         Boland  T.  Jones  (incorporated  by  reference  to  Exhibit  10.75  to
         Amendment  No. 1 to the  Registrant's  Annual Report on Form 10-K/A for
         the year ended December 31, 2002 and filed on December 23, 2003). +

10.16    Stock Pledge  Agreement,  dated  October 31, 2000, by and between Seven
         Gables Partnership,  L.P. and the Registrant (incorporated by reference
         to Exhibit 10.76 to Amendment No. 1 to the  Registrant's  Annual Report
         on Form  10-K/A  for the year  ended  December  31,  2002 and  filed on
         December 23, 2003). +

10.17    Stock Pledge  Agreement,  dated October 31, 2000, by and between Boland
         T. Jones and the Registrant (incorporated by reference to Exhibit 10.78
         to Amendment No. 1 to the Registrant's Annual Report on Form 10-K/A for
         the year ended December 31, 2002 and filed on December 23, 2003). +

10.18    Promissory  Note,  dated April 17, 2001,  payable to the  Registrant by
         Boland  T.  Jones  (incorporated  by  reference  to  Exhibit  10.79  to
         Amendment  No. 1 to the  Registrant's  Annual Report on Form 10-K/A for
         the year ended December 31, 2002 and filed on December 23, 2003). +

10.19    Promissory  Note,  dated April 17, 2001,  payable to the  Registrant by
         Boland  T.  Jones  (incorporated  by  reference  to  Exhibit  10.80  to
         Amendment  No. 1 to the  Registrant's  Annual Report on Form 10-K/A for
         the year ended December 31, 2002 and filed on December 23, 2003). +

10.20    Promissory  Note,  dated April 17, 2001,  payable to the  Registrant by
         Boland  T.  Jones  (incorporated  by  reference  to  Exhibit  10.81  to
         Amendment  No. 1 to the  Registrant's  Annual Report on Form 10-K/A for
         the year ended December 31, 2002 and filed on December 23, 2003). +

10.21    Promissory  Note,  dated April 17, 2001,  payable to the  Registrant by
         Boland  T.  Jones  (incorporated  by  reference  to  Exhibit  10.82  to
         Amendment  No. 1 to the  Registrant's  Annual Report on Form 10-K/A for
         the year ended December 31, 2002 and filed on December 23, 2003). +

10.22    Warrant to Purchase  250,000  shares of common stock of the  Registrant
         issued to AT&T Corp. dated October 20, 2003  (incorporated by reference
         to Exhibit 10.3 to the  Registrant's  Quarterly Report on Form 10-Q for
         the quarter ended September 30, 2003 and filed on November 14, 2003).

10.23    Form of Director  Indemnification  Agreement between the Registrant and
         Non-employee  Directors  (incorporated by reference to Exhibit 10.67 to
         the Registrant's Annual Report of Form 10-K for the year ended December
         31, 2003 and filed on March 14, 2004). +

10.24    Form of Officer  Indemnification  Agreement  between the Registrant and
         each of the executive  officers  (incorporated  by reference to Exhibit
         10.68 to the Registrant's Annual Report of Form 10-K for the year ended
         December 31, 2003 and filed on March 14, 2004). +


                                       34
<PAGE>

EXHIBIT
NUMBER                                 DESCRIPTION
------                                 -----------

10.25    Credit  Agreement,  dated  June 30,  2004,  among  the  Registrant,  as
         Borrower,  Certain  Subsidiaries  and  Affiliates of the  Borrower,  as
         Guarantors,  the  Lenders  Party  thereto,  Bank of America,  N.A.,  as
         Administrative  Agent and Collateral  Agent,  and LaSalle Bank National
         Association, as Syndication Agent and Co-Lead Arranger (incorporated by
         reference to Exhibit 10.1 to the Registrant's  Quarterly Report on Form
         10-Q for the quarter ended June 30, 2004 and filed on August 9, 2004).

10.26    Security Agreement, dated June 30, 2004, among the Registrant, American
         Teleconferencing   Services,   Ltd.,  Premiere   Conferencing   Network
         Services,  Inc., PTEK Services,  Inc., Xpedite Network Services,  Inc.,
         Xpedite  Systems,  Inc.,  Xpedite Systems  Worldwide,  Inc. and Bank of
         America,  N.A.,  as  Collateral  Agent  (incorporated  by  reference to
         Exhibit 10.2 to the Registrant's  Quarterly Report on Form 10-Q for the
         quarter ended June 30, 2004 and filed on August 9, 2004).

10.27    Pledge Agreement,  dated June 30, 2004, among the Registrant,  American
         Teleconferencing  Services, Ltd., Premiere Conferencing Networks, Inc.,
         PTEK Services,  Inc., Xpedite Network Services,  Inc., Xpedite Systems,
         Inc.,  Xpedite Systems  Worldwide,  Inc. and Bank of America,  N.A., as
         Collateral  Agent  (incorporated  by  reference  to Exhibit 10.3 to the
         Registrant's  Quarterly  Report on Form 10-Q for the quarter ended June
         30, 2004 and filed on August 9, 2004).

10.28    Employment  Letter,  dated  September  30,  2004,  by and  between  the
         Registrant and Michael E. Havener (incorporated by reference to Exhibit
         99.1 to the Registrant's Current Report on From 8-K dated September 30,
         2004 and filed October 1, 2004). +

10.29    Amendment  No. 1 to Credit  Agreement,  dated  February 2, 2005, by and
         among  the  Registrant,   as  Borrower,   Bank  of  America,  N.A.,  as
         Administrative  Agent,  and the  Guarantors  and the  Lenders  that are
         parties  thereto   (incorporated  by  reference  Exhibit  10.1  to  the
         Registrant's  Current  Report  on Form 8-K dated  February  5, 2004 and
         filed on February 3, 2004).

10.30    2004  Long-Term   Incentive   Plan,  as  amended,   of  the  Registrant
         (incorporated by reference to Appendix B to the Registrant's Definitive
         Proxy Statement distributed in connection with the Registrant's June 3,
         2004 Annual Meeting of Shareholders, filed on April 28, 2004). +

10.31    Fourth Amendment to Standard Office Lease,  effective March 1, 2005, by
         and between  2221 Bijou,  LLC and American  Teleconferencing  Services,
         Ltd.  to the  Standard  Office  Lease  dated May 23,  1996,  as amended
         (incorporated by reference to Exhibit 10.57 of the Registrant's  Annual
         Report on Form 10-K for the year ended  December  31, 2004 and filed on
         March 15, 2005).

10.32    Partial Termination of Lease and Mutual Release,  dated April 16, 2004,
         between   Property   Georgia   OBJWL  Two   Corporation   and  Premiere
         Technologies, Inc. to the Agreement of Lease between Corporate Property
         Investors and Premiere Communications,  Inc. dated October 30, 1997, as
         amended (incorporated by reference to Exhibit 10.58 of the Registrant's
         Annual  Report on Form 10-K for the year ended  December  31,  2004 and
         filed on March 15, 2005).

10.33    Fourth  Amended and Restated  Executive  Employment  Agreement  between
         Boland  T.  Jones  and  the  Registrant,   effective  January  1,  2005
         (incorporated by reference to Exhibit 10.1 to the Registrant's  Current
         Report on Form 8-K dated April 20, 2005 and filed on April 20, 2005). +

10.34    Fourth  Amended and Restated  Executive  Employment  Agreement  between
         Jeffrey  A.  Allred  and the  Registrant,  effective  January  1,  2005
         (incorporated by reference to Exhibit 10.2 to the Registrant's  Current
         Report on Form 8-K dated and filed on April 20, 2005). +


                                       35
<PAGE>

EXHIBIT
NUMBER                                 DESCRIPTION
------                                 -----------

10.35    Form of Restricted  Stock Agreement to be issued to Boland T. Jones and
         Jeffrey  A.  Allred  as Stock  Bonuses  pursuant  to the terms of their
         Fourth Amended and Restated  Executive  Employment  Agreements with the
         Registrant   (incorporated   by   reference  to  Exhibit  10.3  to  the
         Registrant's  Current  Report  on Form 8-K dated and filed on April 20,
         2005). +

10.36    Restricted Stock Agreement  between Boland T. Jones and the Registrant,
         effective  April  18,  2005,  under  the  Registrant's  2004  Long-Term
         Incentive  Plan  (incorporated  by  reference  to  Exhibit  10.4 to the
         Registrant's  Current  Report  on Form 8-K dated and filed on April 20,
         2005). +

10.37    Restricted Stock Agreement  between Boland T. Jones and the Registrant,
         effective  April 18,  2005,  under the  Registrant's  1995  Stock  Plan
         (incorporated by reference to Exhibit 10.5 to the Registrant's  Current
         Report on Form 8-K dated and filed on April 20, 2005). +

10.38    Amendment to Employment  Letter  between the  Registrant and Michael E.
         Havener,  dated April 22, 2005  (incorporated  by  reference to Exhibit
         10.3 to the  Registrant's  Current  Report  on From 8-K dated and filed
         April 28, 2005). +

10.39    Form of NonStatutory Stock Option Agreement under the Registrant's 2004
         Long-Term  Incentive Plan (incorporated by reference to Exhibit 10.4 to
         the  Registrant's  Quarterly  Report on Form 10-Q for the  quarter  end
         March 31, 2005 and filed on May 6, 2005).

10.40    Form  of  Restricted  Stock  Agreement  under  the  Registrant's   2004
         Long-Term  Incentive Plan (incorporated by reference to Exhibit 10.5 to
         the  Registrant's  Quarterly  Report on Form 10-Q for the quarter ended
         March 31, 2005 and filed on May 6, 2005).

10.41    Form of NonStatutory Stock Option Agreement under the Registrant's 1995
         Stock  Plan   (incorporated   by  reference  to  Exhibit  10.6  to  the
         Registrant's  Quarterly Report on Form 10-Q for the quarter ended March
         31, 2005 and filed on May 6, 2005).

10.42    Form of Restricted  Stock Award Agreement under the  Registrant's  1995
         Stock  Plan   (incorporated   by  reference  to  Exhibit  10.7  to  the
         Registrant's  Quarterly Report on Form 10-Q for the quarter ended March
         31, 2005 and filed on May 6, 2005).

10.43    Summary  of  the  Registrant's   Non-Employee   Director   Compensation
         (incorporated by reference to Exhibit 10.1 to the Registrant's  Current
         Report on Form 8-K dated and filed on December 22, 2005).

10.44    Lease Agreement,  dated October 28, 2005, between Xpedite Systems,  LLC
         and 3280 Peachtree I LLC  (incorporated by reference to Exhibit 10.1 to
         the Registrant's Current Report on Form 8-K dated and filed on February
         1, 2006).

10.45    Guaranty to the Lease Agreement  between Xpedite Systems,  LLC and 3280
         Peachtree  I  LLC,   dated   October  28,  2005,   by  the   Registrant
         (incorporated by reference to Exhibit 10.2 to the Registrant's  Current
         Report on Form 8-K dated and filed on February 1, 2006).

10.46    Lease   Agreement,   dated   October   28,   2005,   between   American
         Teleconferencing  Services, Ltd. and 3280 Peachtree I LLC (incorporated
         by reference to Exhibit 10.3 to the Registrant's Current Report on Form
         8-K dated and filed on February 1, 2006).

10.47    Guaranty  to the  Lease  Agreement  between  American  Teleconferencing
         Services,   Ltd.   and  3280   Peachtree  I  LLC,  by  the   Registrant
         (incorporated by reference to Exhibit 10.4 to the Registrant's  Current
         Report on Form 8-K dated and filed on February 1, 2006).


                                       36
<PAGE>

EXHIBIT
NUMBER                                 DESCRIPTION
------                                 -----------

10.48    Fifth  Amendment to Standard  Office Lease,  dated February 9, 2006, by
         and between  2221 Bijou,  LLC and American  Teleconferencing  Services,
         Ltd.,  to the Standard  Office  Lease,  dated May 23, 1996,  as amended
         (incorporated by reference to Exhibit 10.62 to the Registrant's  Annual
         Report on Form 10-K for the year ended  December  31, 2005 and filed on
         March 16, 2006).

10.49    Amendment No. 2 and Waiver to Credit  Agreement,  dated August 3, 2005,
         by and among the  Registrant,  as Borrower,  Bank of America,  N.A., as
         Administrative  Agent,  and the  Guarantors  and the  Lenders  that are
         parties  thereto  (incorporated  by reference  to Exhibit  10.65 of the
         Registrant's Annual Report on Form 10-K for the year ended December 31,
         2005 and filed on March 16, 2006).

10.50    Amendment No. 3 to Credit Agreement, dated April 24, 2006, by and among
         the  Registrant as Borrower,  Bank of America,  N.A. as  Administrative
         Agent,  and the  Guarantors  and the Lenders  that are parties  thereto
         (incorporated by reference to Exhibit 10.1 to the Registrant's  Current
         Report on Form 8-K dated and filed April 25, 2006).

10.51    Restricted  Stock  Agreement  by and between  Jeffrey A. Allred and the
         Registrant,  dated May 5, 2006, under the Registrant's  1995 Stock Plan
         (incorporated by reference to Exhibit 10.1 to the Registrant's  Current
         Report on Form 8-K dated May 10, 2006 and filed on May 11, 2006). +

10.52    Amendment to Fifth Amendment to Standard Office Lease,  effective March
         13, 2006, by and between 2221 Bijou, LLC and American  Teleconferencing
         Services,  Ltd. to the Standard  Office  Lease,  dated May 23, 1996, as
         amended  (incorporated by reference to Exhibit 10.1 to the Registrant's
         Quarterly  Report on Form 10-Q for the quarter ended March 31, 2006 and
         filed on May 9, 2006).

10.53    Restricted  Stock Agreement by and between Theodore P. Schrafft and the
         Registrant,  dated May 5, 2006, under the Registrant's  1995 Stock Plan
         (incorporated by reference to Exhibit 10.2 to the Registrant's  Current
         Report on Form 8-K dated May 10, 2006 and filed on May 11, 2006). +

10.54    Restricted  Stock  Agreement  by and  between  T.  Lee  Provow  and the
         Registrant,  dated May 5, 2006, under the Registrant's  1995 Stock Plan
         (incorporated by reference to Exhibit 10.3 to the Registrant's  Current
         Report on Form 8-K dated May 10, 2006 and filed on May 11, 2006). +

10.55    Form of Restriction Agreement for non-employee directors under the 2000
         Directors Stock Plan  (incorporated by reference to Exhibit 10.2 to the
         Registrant's  Quarterly Report on Form 10-Q for the quarter ended March
         31, 2006 and filed on May 9, 2006).

10.56    Revised   Summary  of  the  Equity   Compensation   Component   to  the
         Registrant's   Non-Employee  Director  Compensation   (incorporated  by
         reference to Exhibit 10.1 to the  Registrant's  Current  Report on Form
         8-K dated and filed on July 26, 2006).

10.57    Amended and Restated Employment  Agreement between Theodore P. Schrafft
         and the Registrant, dated September 15, 2006 (incorporated by reference
         to Exhibit 10.1 to the  Registrant's  Current  Report on From 8-K dated
         and filed September 19, 2006). +

10.58    Amended and Restated Employment Agreement between T. Lee Provow and the
         Registrant,  dated  September  15, 2006  (incorporated  by reference to
         Exhibit 10.2 to the  Registrant's  Current Report on From 8-K dated and
         filed September 19, 2006). +

10.59    First  Amendment to Fourth  Amended and Restated  Executive  Employment
         Agreement  between Boland T. Jones and the Registrant,  dated September
         15, 2006 (incorporated by reference to Exhibit 10.3 to the Registrant's
         Current Report on Form 8-K dated and filed on September 19, 2006). +


                                       37
<PAGE>

EXHIBIT
NUMBER                                 DESCRIPTION
------                                 -----------

10.60    First  Amendment to Fourth  Amended and Restated  Executive  Employment
         Agreement between Jeffrey A. Allred and the Registrant, dated September
         15, 2006 (incorporated by reference to Exhibit 10.4 to the Registrant's
         Current Report on Form 8-K dated and filed on September 19, 2006). +

10.61    Amendment  to  Employment  Letter  between  Michael E.  Havener and the
         Registrant,  dated  September  15, 2006  (incorporated  by reference to
         Exhibit 10.5 to the  Registrant's  Current Report on Form 8-K dated and
         filed on September 19, 2006). +

10.62    Second Amendment to Fifth Amendment to the Standard Office Lease, dated
         September  11,  2006,  by and  between  2221  Bijou,  LLC and  American
         Teleconferencing  Services,  Ltd., to the Standard Office Lease,  dated
         May 23, 1996, as amended  (incorporated by reference to Exhibit 10.9 of
         the  Registrant's  Quarterly  Report on Form 10-Q for the quarter ended
         September 30, 2006 and filed on November 9, 2006).

10.63    Amendment to the  Registrant's  2004 Long-Term  Incentive  Plan,  dated
         September  29, 2006  (incorporated  by reference to Exhibit 10.7 to the
         Registrant's  Quarterly  Report on Form 10-Q dated November 9, 2006 and
         filed on November 11, 2006). +

10.64    Amendment No. 4 and Waiver to Credit Agreement,  dated October 3, 2006,
         by and among the  Registrant  as  Borrower,  Bank of  America,  N.A. as
         Administrative  Agent,  and the  Guarantors  and the  Lenders  that are
         parties  thereto  (incorporated  by  reference  to Exhibit  10.8 to the
         Registrant's  Quarterly Report on Form 10-Q for quarter ended September
         30, 2006 and filed on November 9, 2006).

10.65    Amendment  and  Restatement  of the  Registrant's  401(k)  Plan,  dated
         December  20,  2006 and  effective  January  1, 2006  (incorporated  by
         reference to Exhibit  10.65 to the  Registrant's  Annual Report on Form
         10-K for year ended December 31, 2006 and filed on March 15, 2007).

10.66    Separation  Agreement  between  Jeffrey A.  Allred and the  Registrant,
         dated December 20, 2006 and effective January 1, 2007  (incorporated by
         reference to Exhibit  10.66 to the  Registrant's  Annual Report on Form
         10-K for year ended December 31, 2006 and filed on March 15, 2007).

10.67    Restricted   Stock   Agreement   between  Jeffrey  A.  Allred  and  the
         Registrant,  effective  December 30, 2006, under the Registrant's  1995
         Stock  Plan   (incorporated  by  reference  to  Exhibit  10.67  to  the
         Registrant's  Annual  Report on Form 10-K for year ended  December  31,
         2006 and filed on March 15, 2007).

10.68    First Amendment to Amended and Restated Employment Agreement between T.
         Lee Provow and the Registrant,  dated January 23, 2007 (incorporated by
         reference to Exhibit  10.68 to the  Registrant's  Annual Report on Form
         10-K for year ended December 31, 2006 and filed on March 15, 2007).

10.69    Restricted  Stock  Agreement  between T. Lee Provow and the Registrant,
         dated  January  22,  2007,  under  the  Registrant's  1995  Stock  Plan
         (incorporated by reference to Exhibit 10.69 to the Registrant's  Annual
         Report on Form 10-K for year ended December 31, 2006 and filed on March
         15, 2007).

21.1     Subsidiaries  of the Registrant  (incorporated  by reference to Exhibit
         21.1 to the Registrant's  Annual Report on Form 10-K for the year ended
         December 31, 2006 and filed on March 15, 2007).

23.1     Consent of Deloitte & Touche LLP  (incorporated by reference to Exhibit
         23.1 to the Registrant's  Annual Report on Form 10-K for the year ended
         December 31, 2006 and filed on March 15, 2007).

31.1     Certification   of   Chief   Executive   Officer   pursuant   to   Rule
         13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934.

31.2     Certification   of   Chief   Financial   Officer   pursuant   to   Rule
         13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934.


                                       38
<PAGE>

EXHIBIT
NUMBER                                 DESCRIPTION
------                                 -----------

32.1     Certification   of   Chief   Executive   Officer   pursuant   to   Rule
         13a-14(b)/15d-14(b)  of the  Securities  Exchange  Act of  1934  and 18
         U.S.C. Section 1350.

32.2     Certification   of   Chief   Financial   Officer   pursuant   to   Rule
         13a-14(b)/15d-14(b)  of the  Securities  Exchange  Act of  1934  and 18
         U.S.C. Section 1350.

+ Management  contract or compensatory plan or arrangement  required to be filed
as an exhibit to this form pursuant to Item 15(b) of this report.


                                       39
<PAGE>

                                   SIGNATURES

    Pursuant  to the  requirements  of  Section  13 or 15(d)  of the  Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                      PREMIERE GLOBAL SERVICES, INC.


                                      By: /s/ Boland T. Jones
                                          --------------------------------------
                                          Boland T. Jones, Chairman of the Board
                                            and Chief Executive Officer

                                              Date: April 30, 2007


                                       40