EXHIBIT 10.10

                                WEST CORPORATION

                                   MEMORANDUM

TO: MARK LAVIN

FROM: NANCEE BERGER

DATE: JANUARY 5, 2004

RE: 2004 COMPENSATION PLAN - EXHIBIT A

The compensation plan for 2004 while you are employed as President of West
Telemarketing Corporation, including COS and DR, is being revised as indicated
below:

1.       Your base salary will be $250,000.00. 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 $150,000 annual performance bonus
         for meeting your plan objective in pre-tax, pre-corporate allocation
         Net Income. The percent of plan achieved will apply to this bonus
         calculation, but will not exceed a total of $150,000 for the year. Up
         to $28,000 of this bonus will be available to be paid quarterly and
         trued up annually.

3.       You are also eligible to receive an additional bonus for pre-tax,
         pre-corporate allocation Net Income in excess of your plan objectives.
         The bonus will be calculated by multiplying the excess plan pre-tax,
         pre-corporate allocation Net Income times .02. This bonus will be
         calculated at the end of 2004 plan year and will be paid no later than
         February 28, 2005.

4.       Three significant projects must be accomplished in 2004. Each has a
         $25,000 bonus available upon completion as determined solely by West's
         COO.

                  a.       DR's GUI system rewrite and implementation completed.

                  b.       Spectrum rewrite completed and go-to-market plan
                           developed by September 30, 2004.

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                  c.       International operations organization clearly
                           established and functional to serve cross-business
                           unit needs by June 1, 2004.

5.       In addition, if West Corporation achieves its publicly stated 2004 Net
         Income range provided in December 2003, you will be eligible to receive
         an additional one-time bonus of $50,000. This bonus is not to be
         combined or netted together with any other bonus set forth in this
         agreement.

6.       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.

7.       All pre-tax, pre-corporate allocation profit and Net Income objectives
         are based upon West Telemarketing Corporation operations and will not
         include profit and income derived from mergers, acquisitions, joint
         ventures, stock buybacks or other non-operating income unless
         specifically and individually included upon completion of the
         transaction.

8.       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.

9.       At the discretion of executive management, you may also receive an
         additional bonus based on your individual performance. This bonus is
         not to be combined or netted together with any other bonus set forth in
         this agreement.

                                   /s/ Mark Lavin
                                ---------------------
                                Employee - Mark Lavin