Dated as of March __, 2001



          ACT TELECONFERENCING SERVICES, INC., a Minnesota corporation

(the "Borrower"), and WELLS FARGO BUSINESS CREDIT, INC., a Minnesota corporation

(the "Lender"), hereby agree as follows:



                                   ARTICLE I



                                   Definitions

                                   -----------



          Section 1.1   Definitions. For all purposes of this Agreement, except

                        -----------

as otherwise expressly provided or unless the context otherwise requires:



          (a)  the terms defined in this Article have the meanings assigned to

     them in this Article, and include the plural as well as the singular; and

     all accounting terms not otherwise defined herein have the meanings

     assigned to them in accordance with GAAP.



          "Accounts" means all of the Borrower's accounts, as such term

     is defined in the UCC, including without limitation the aggregate unpaid

     obligations of customers and other account debtors to the Borrower arising

     out of the sale or lease of goods or rendition of services by the Borrower

     on an open account or deferred payment basis.



          "Advance" means a Revolving Advance.



          "After-Tax Net Income" for a period means after-tax net income,

     excluding extraordinary gains and losses, as determined for such period in

     accordance with GAAP.



          "Affiliate" or "Affiliates" means the Guarantor and any other Person

     controlled by, controlling or under common control with the Borrower

     or the Guarantor, including (without limitation) any Subsidiary of the

     Borrower or the Guarantor. For purposes of this definition, "control,"

     when used with respect to any specified Person, means the power to

     direct the management and policies of such Person, directly or

     indirectly, whether through the ownership of voting securities, by

     contract or otherwise.



          "Agreement" means this Credit and Security Agreement, as amended,

     supplemented or restated from time to time.



          "Availability" means the difference between (i) the Borrowing Base and

     (ii) the outstanding principal balance of the Revolving Note.

{PAGE}



          "Banking Day" means a day other than a Saturday, Sunday or other day

     on which banks are generally not open for business in Minneapolis,

     Minnesota and Denver, Colorado.



          "Book Net Worth" means the aggregate of the common and preferred

     stockholders' or members' equity in the Borrower, determined in accordance

     with GAAP.



          "Borrowing Base" means, at any time the lesser of:



          (a)  the Maximum Line; or



          (b)  subject to change from time to time in the Lender's sole

     discretion, the sum of:



               (i)   85% of Eligible Billed Accounts, plus



               (ii)  the lesser of (A) the Unbilled Account Cap and (B) 75% of

          Eligible Unbilled Accounts.



          "Capital Expenditures" for a period means any expenditure of money for

     the lease, purchase or other acquisition of any capital asset, or for the

     lease of any other asset whether payable currently or in the future, and

     whether or not capitalized on the Borrower's balance sheet.



          "Collateral" means all of the Borrower's Equipment, General

     Intangibles, Inventory, Receivables, Investment Property, all sums on

     deposit in any Collateral Account, and any items in any Lockbox; together

     with (i) all substitutions and replacements for and products of any of the

     foregoing; (ii) proceeds of any and all of the foregoing; (iii) in the case

     of all tangible goods, all accessions; (iv) all accessories, attachments,

     parts, equipment and repairs now or hereafter attached or affixed to or

     used in connection with any tangible goods; and (v) all warehouse receipts,

     bills of lading and other documents of title now or hereafter covering such

     goods.



          "Collateral Account" means the Lender Account, as such term is defined

     in the Lockbox Agreement.



          "Commitment" means the Lender's commitment to make Advances to or for

     the Borrower's account pursuant to Article II.



          "Concert Account Concentration Percentage" means 50%, provided,

                                                                --------

     however, that on the first day of each month following the Funding Date

     -------

     such percentage shall be reduced by 1% until such time as this percentage

     is equal to 40%.



          "Credit Facility" means the credit facility being made available to

     the Borrower by the Lender pursuant to Article II.



                                       2

{PAGE}



          "Current Maturities of Long Term Debt" as of a given date  means the

     amount of the Borrower's long-term debt and capitalized leases which became

     due during the measurement period ending on the designated date.



          "Debt" of any Person means all items of indebtedness or liability

     which in accordance with GAAP would be included in determining total

     liabilities as shown on the liabilities side of a balance sheet of that

     Person as at the date as of which Debt is to be determined. For purposes of

     determining a Person's aggregate Debt at any time, "Debt" shall also

     include the aggregate payments required to be made by such Person at any

     time under any lease that is considered a capitalized lease under GAAP.



          "Debt Service Coverage Ratio" means the ratio of (i) the sum of (A)

     Funds from Operations and (B) Interest Expense minus (C) Capital

                                                    -----

     Expenditures which are not financed with the proceeds of any Advances made

     under the Credit Facility to (ii) the sum of (A) Current Maturities of Long

     Term Debt and (B) Interest Expense.



          "Default" means an event that, with giving of notice or passage of

     time or both, would constitute an Event of Default.



          "Default Period" means any period of time beginning on the first day

     of any month during which a Default or Event of Default has occurred and

     ending on the date the Lender notifies the Borrower in writing that such

     Default or Event of Default has been cured or waived.



          "Default Rate" means an annual rate equal to three percent (3%) over

     the Revolving Floating Rate, which rate shall change when and as the

     Revolving Floating Rate changes.



          "ERISA" means the Employee Retirement Income Security Act of 1974, as

     amended.



          "Eligible Accounts" means all unpaid Accounts, net of any credits,

     except the following shall not in any event be deemed Eligible

     Accounts:



               (i)   That portion of Accounts unpaid 90 days or more after the

          invoice date;



               (ii)  That portion of Accounts that is (A) disputed or (B)

          subject to a claim of offset or a contra account;



               (iii) That portion of Accounts not yet earned by the final

          delivery of goods or rendition of services, as applicable, by the

          Borrower to the customer;

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