ELEVENTH WAIVER, AMENDMENT AND FORBEARANCE AGREEMENT

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Exhibit 99.2

ELEVENTH WAIVER, AMENDMENT AND FORBEARANCE AGREEMENT

        This Eleventh Waiver, Amendment and Forbearance Agreement ("Amendment") is effective as of January 31, 2005 and relates to the Note Agreement dated as of May 12, 2003 (the "Note Agreement") among NewWest Mezzanine Fund, LP ("NewWest"), KCEP Ventures II, L.P. ("KCEP"), Convergent Capital Partners I, L.P. ("Convergent"), James F. Seifert Management Trust dated October 8, 1992 (the "Trust") (collectively, the "Purchaser") and ACT Teleconferencing, Inc. ("Holdings") and certain subsidiaries of Holdings, as amended. Other capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Note Agreement.

Recitals

        Holdings has requested that the Purchaser extend its agreement to forbear in connection with certain current Events of Default under the Note Agreement, subject to the terms and conditions set forth in this Amendment, and the Purchaser has agreed to such forbearance, amendments and waivers, on the terms and conditions set forth herein.

        NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants hereinafter stated, the parties hereby agree as follows:

        1.      Forbearance . The Purchaser hereby confirms that, so long as Holdings and Services comply with all terms and conditions of the Note Agreement, as amended by this Amendment (other than the Enumerated Matters (as defined below)), the Purchaser agrees to forbear, until the Forbearance Date defined below, from (i) accelerating or demanding immediate payment of the Obligations, and (ii) exercising remedies against Borrower under the Note Agreement. The Forbearance Date shall be February 28, 2005; provided however , that such date shall be automatically extended until April 1, 2005 so long as Holdings shall have, (x) on or prior to January 31, 2005 signed a term sheet with a third party or parties ("New Investor"), substantially on the terms set forth on Annex 1 to the Tenth Waiver, Amendment and Forebearance Agreement dated December 31, 2004 and other terms and conditions that are reasonably satisfactory to Purchaser and (y) on or prior to February 28, 2005 filed a preliminary proxy statement with the Securities and Exchange Commission (the "SEC") requesting that such shareholders approve such financing from New Investor at a shareholders meeting to be held on or before May 31, 2005, which proxy statement shall comply in all respects with the rules and regulations promulgated by the Securities and Exchange Commission, the rules of the Nasdaq National Market System and any other applicable laws or regulations. The Forbearance Date shall be further extended until the day following the shareholders meeting described above (but in no event later than May 31, 2005), so long as Holdings shall have, on or prior to April 1, 2005, mailed a definitive proxy statement to its shareholders for the purpose described above. For purposes of this Amendment, the "Enumerated Matters" shall have the meaning set forth in the Tenth Waiver, Amendment and Forebearance Agreement dated December 31, 2004. Such agreement to forbear is effective only for such Enumerated Matters and not for any other defaults of covenants or obligations so listed by Purchaser or for any time periods not so listed by Purchaser.

        2.      Covenants of Holdings and Services . Holdings and Services agree that Borrower will reimburse the Purchaser for all reasonable expenses in connection with this Amendment within 10 days of receiving notice from the Purchaser of such expenses.

        3.      Conditions to Effectiveness . The effectiveness of this Amendment is expressly conditioned upon (i) Holdings and Borrower delivering to the Purchaser this Amendment duly executed by Holdings, Borrower, the Co-Borrowers (ACT VideoConferencing, Inc., ACT Proximity, Inc., and ACT Research, Inc.), and the Principals; and (ii) evidence satisfactory to the Purchaser that all events of default under any other promissory notes or loan agreements have been waived and such Amendments are in full force and effect.

        4.      Reaffirmation of Financing Documents . All terms, conditions and provisions of the Note Agreement and the other Financing Documents are hereby reaffirmed and continued in full force and effect and shall remain unaffected and unchanged, except as specifically amended by this Amendment. All covenants, representations and warranties of Holdings and Borrower in this Amendment shall survive the closing and delivery of this Amendment. The Events of Default specified in the Note Agreement shall continue to be the events of default under the Note. The Purchaser's remedies with respect to the occurrence of an Event of Default