EXHIBIT 10.12

                                WEST CORPORATION
                                   MEMORANDUM

TO: MIKE STURGEON

FROM: NANCEE BERGER

DATE: JANUARY 5, 2004

RE: 2004 COMPENSATION PLAN - EXHIBIT A

The compensation plan for 2004 while you are employed as Executive
Vice-President of Sales and Marketing for West Corporation is outlined below:

1.       Your base salary will be $220,000.00. Should you elect to voluntarily
         terminate your employment, you will be compensated for your services
         through the date of your actual termination per your Employment
         Agreement.

2.       You are eligible to receive up to a $100,000 annual performance bonus
         for West's Communication Services and Attention's aggregate revenue
         achieving plan of $860M. The percent of plan achieved will apply to the
         bonus calculation provided a minimum of 85% or $730M is achieved. This
         bonus will not exceed $100,000. Up to $18,750 of this bonus will be
         available to be paid quarterly and the total bonus will be trued up at
         the end of the year. Revenue dollars which exceed the plan amount
         stated above will be bonused at a rate factor of .0045. The excess
         bonus will be calculated at the end of 2004 and will be paid no later
         than February 28, 2005.

3.       You may also receive a quarterly performance bonus for three specific
         revenue goals as outlined below. These specific revenue growth bonuses
         will be calculated by applying year-to-date growth times the rate
         factor indicated on the schedules below:

                  -        2004 Attention Revenue Growth Bonus.

                  -        2004 WIC Growth Bonus.

<TABLE>
<CAPTION>
                                    RATE FACTOR
<S>                                 <C>
Up to $10M of revenue growth            .005
$10M+                                    .01
</TABLE>

<PAGE>

                  -        2004 Home Agent Revenue Growth Bonus.

<TABLE>
<S>                                       <C>
Revenue Growth                            .01
(not to include any West-designated
DR transactions)
</TABLE>

4.       You will be paid the amount due for any quarterly bonuses within thirty
         (30) days after the quarter ends, except for the 4th Quarter and annual
         true-up amounts which will be paid no later than February 28, 2005.

5.       Bonuses will not be combined nor netted with any other bonus outlined
         in this compensation plan. A maximum of 75% of each bonus calculation
         will be paid thirty (30) days after the end of the quarter. A negative
         quarterly calculation will result in a loss carry forward and will be
         trued up each quarter and the total (100%) bonus true up will occur at
         the year end 2004 and will be paid no later than February 28, 2005.

6.       All objectives are based upon West Corporation operations and will not
         include revenue derived from mergers, acquisitions, joint ventures,
         stock buy backs or other non-operating income unless specifically and
         individually included upon completion of the transaction.

7.       The benefit plans, as referenced in Section 7(i), shall include
         insurance plans based upon eligibility pursuant to the plans. If the
         insurance plans do not provide for continued participation, the
         continuation of benefits shall be pursuant to COBRA. In the event
         Employee's benefits continue pursuant to COBRA and Employee accepts new
         employment during the consulting term, Employee may continue benefits
         thereafter to the extent allowed under COBRA. In no event shall
         benefits plans include the 401K Plan or the 1996 Stock Incentive Plan.

8.       At the discretion of executive management, you may receive an
         additional bonus based on your individual performance.

                                   /s/ Mike Sturgeon
                                   ------------------------
                                   Employee - Mike Sturgeon