<PAGE>
 
   
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 12, 1996     
                                                   
                                                REGISTRATION NO. 333-13991     
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
 
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
 
                                ---------------
                                
                             AMENDMENT NO. 1     
                                       
                                    TO     
                                   FORM S-1
                            REGISTRATION STATEMENT
                       UNDER THE SECURITIES ACT OF 1933
 
                                ---------------
                         WEST TELESERVICES CORPORATION
            (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
       DELAWARE                      7389                    47-0777362
   (STATE OR OTHER      (PRIMARY STANDARD INDUSTRIAL       (I.R.S. EMPLOYER 
   JURISDICTION OF       CLASSIFICATION CODE NUMBER)     IDENTIFICATION NO.) 
   INCORPORATION OR
    ORGANIZATION)
 
                                ---------------
 
                               9910 MAPLE STREET
                             OMAHA, NEBRASKA 68134
                                (402) 571-7700
  (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
                   REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
 
                                ---------------
 
                                 TROY L. EADEN
                            CHIEF EXECUTIVE OFFICER
                         WEST TELESERVICES CORPORATION
                               9910 MAPLE STREET
                             OMAHA, NEBRASKA 68134
                                (402) 571-7700
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
                             OF AGENT FOR SERVICE)
 
                                ---------------
     
                                  COPIES TO:                                
  JOHN S. D'ALIMONTE           VIRGIL K. JOHNSON        MARK B. TRESNOWSKI      
WILLKIE FARR & GALLAGHER   ERICKSON & SEDERSTROM, P.C.     KIRKLAND & ELLIS 
 ONE CITICORP CENTER      10330 REGENCY PARKWAY DRIVE    200 RANDOLPH DRIVE  
 153 EAST 53RD STREET        OMAHA, NEBRASKA 68114      CHICAGO, ILLINOIS 60601 
NEW YORK, NEW YORK 10022        (402) 397-2200             (312) 861-2000     
    (212) 821-8000                                                            
                                ---------------
 
  APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
 
  If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933 check the following box. [_]
 
  If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
 
  If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
 
  If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
 
                                ---------------
 

                        CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------

<TABLE>   
<CAPTION>
                                            PROPOSED  MAXIMUM
          TITLE OF EACH CLASS OF           AGGREGATE  OFFERING    AMOUNT OF
       SECURITIES TO BE REGISTERED              PRICE(1)       REGISTRATION FEE
- -------------------------------------------------------------------------------
<S>                                        <C>                 <C>
Common Stock, par value $.01 per share...     $128,000,000        $38,787(2)
</TABLE>
    
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
          
(1) Estimated solely for purposes of calculating the registration fee pursuant
    to Rule 457 under the Securities Act of 1933, as amended.     
   
(2) Fee in the amount of $38,787 was previously paid.     
 
                                ---------------
  THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT THAT SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION
8(A), MAY DETERMINE.
 
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------

<PAGE>
 
                             CROSS REFERENCE SHEET
 
   CROSS-REFERENCE SHEET FURNISHED PURSUANT TO ITEM 501(B) OF REGULATION S-K
 SHOWING LOCATION IN THE PROSPECTUS OF INFORMATION REQUIRED BY ITEMS OF FORM S-
                                       1.
 

<TABLE>   
<CAPTION>
 FORM S-1 ITEM NUMBER AND CAPTION    CAPTION IN PROSPECTUS
 --------------------------------    ---------------------
 <C> <S>                             <C>
  1. Forepart of the Registration
      Statement and Outside Front                                           
      Cover Page of Prospectus....   Facing Page; Cross Reference Sheet;    
                                     Outside Front Cover Page of Prospectus 

  2. Inside Front and Outside Back
      Cover Pages                  
      of Prospectus...............   Inside Front and Outside Back Cover Pages
                                     of Prospectus

  3. Summary Information, Risk      
      Factors and Ratio of           
      Earnings to Fixed Charges...   Facing Page; Prospectus Summary; Summary
                                     Combined Financial Data; Risk Factors

  4. Use of Proceeds..............   Prospectus Summary; Use of Proceeds

  5. Determination of Offering      
      Price.......................   Outside and Inside Front Cover Pages of
                                     Prospectus; Underwriting

  6. Dilution.....................   Risk Factors; Dilution

  7. Selling Security Holders.....   Not Applicable

  8. Plan of Distribution.........   Outside Front Cover Page of Prospectus;

                                     Underwriting 

  9. Description of Securities to                 
      be Registered...............   Outside Front Cover Page of Prospectus;
                                     Prospectus Summary; Dividend Policy;
                                     Capitalization; Description of Capital
                                     Stock; Shares Eligible for Future Sale

 10. Interests of Named Experts                             
      and Counsel.................   Legal Matters; Experts 

 11. Information with Respect to                                              
      the Registrant..............   Inside and Outside Front Cover Pages of  
                                     Prospectus; Additional Information;      
                                     Prospectus Summary; Risk Factors; Use of 
                                     Proceeds; Dividend Policy; Capitalization;
                                     Selected Combined Financial and Operating 
                                     Data; Management's Discussion and Analysis
                                     of Financial Condition and Results of     
                                     Operations; Business; Management; Certain 
                                     Transactions; Principal Stockholders;     
                                     Description of Capital Stock; Shares      
                                     Eligible for Future Sale; Underwriting;   
                                     Financial Statements; Legal Proceedings    

 12. Disclosure of Commission                                                   
      Position on Indemnification                   
      for Securities Act
      Liabilities.................   Not Applicable 
</TABLE>
    

<PAGE>
 
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A         +
+REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE   +
+SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY  +
+OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT        +
+BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR   +
+THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE      +
+SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE    +
+UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF  +
+ANY SUCH STATE.                                                               +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
                 
              SUBJECT TO COMPLETION, DATED NOVEMBER 12, 1996     
                                
                             5,700,000 SHARES 
[LOGO OF WEST APPEARS HERE]    
                         WEST TELESERVICES CORPORATION
                                  COMMON STOCK
                          (PAR VALUE $0.01 PER SHARE)
 
                                  -----------
   
  All of the 5,700,000 shares of Common Stock offered hereby are being sold by
the Company. Prior to this Offering there has been no public market for the
Common Stock. It is currently estimated that the initial public offering price
will be between $14.00 and $16.00 per share. See "Underwriting" for a
discussion of the factors to be considered in determining the initial public
offering price.     
   
  SEE "RISK FACTORS" BEGINNING ON PAGE 8 FOR CERTAIN RISKS RELEVANT TO AN
INVESTMENT IN THE COMMON STOCK.     
   
  The Common Stock has been approved for quotation on the Nasdaq National
Market under the symbol "WTSC."     
 
                                  -----------
 
THESE SECURITIES  HAVE NOT BEEN APPROVED  OR DISAPPROVED BY THE  SECURITIES AND
 EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
  AND EXCHANGE COMMISSION OR ANY  STATE SECURITIES COMMISSION PASSED UPON THE
  ACCURACY  OR  ADEQUACY  OF  THIS  PROSPECTUS.  ANY  REPRESENTATION  TO  THE
   CONTRARY IS A CRIMINAL OFFENSE.
 
                                  -----------
 

<TABLE>
<CAPTION>
                                         INITIAL PUBLIC UNDERWRITING PROCEEDS TO
                                         OFFERING PRICE DISCOUNTS(1) COMPANY(2)
                                         -------------- ------------ -----------
<S>                                      <C>            <C>          <C>
Per Share...............................      $             $           $
Total(3)................................
</TABLE>

- -----
(1) The Company, Gary L. West and Mary E. West have agreed to indemnify the
    Underwriters against certain liabilities, including liabilities under the
    Securities Act of 1933.
(2) Before deducting estimated expenses payable by the Company of $   .
   
(3) The Company has granted the Underwriters an option for 30 days to purchase
    up to an additional 855,000 shares at the initial public offering price per
    share, less the underwriting discount, solely to cover over-allotments. If
    such option is exercised in full, the total initial public offering price,
    underwriting discount and proceeds to Company will be $   , $   , and $   ,
    respectively. See "Underwriting."     
 
                                  -----------
 
  The shares offered hereby are offered severally by the Underwriters, as
specified herein, subject to receipt and acceptance by them and subject to
their right to reject any order in whole or in part. It is expected that
certificates for shares will be ready for delivery in New York, New York, on or
about    , 1996, against payment therefor in immediately available funds.
 
GOLDMAN, SACHS & CO.
                  SALOMON BROTHERS INC
                                                               SMITH BARNEY INC.
 
                                  -----------
                
             The date of this Prospectus is November  , 1996.     

<PAGE>
 
                                     
                                  [ART]     
 
 
  IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE COMMON STOCK
OFFERED HEREBY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN
MARKET. SUCH TRANSACTIONS MAY BE EFFECTED ON THE NASDAQ NATIONAL MARKET, IN
THE OVER-THE-COUNTER MARKET OR OTHERWISE. SUCH STABILIZING, IF COMMENCED, MAY
BE DISCONTINUED AT ANY TIME.
 
                                       2

<PAGE>
 

                               PROSPECTUS SUMMARY
   
  The following summary is qualified in its entirety by, and should be read in
conjunction with, the more detailed information and the financial statements
and notes thereto appearing elsewhere in this Prospectus. Unless the context
otherwise requires and except as otherwise specified, (i) references herein to
the "Company" include West TeleServices Corporation and its direct and indirect
subsidiaries (West Telemarketing Corporation, West Interactive Corporation,
West Telemarketing Corporation Outbound, Interactive Billing Services, Inc. and
West Interactive Canada, Inc.) and (ii) the information in this Prospectus
assumes that the Underwriters' over-allotment option will not be exercised.
Except as otherwise specified, all information (financial and otherwise) in
this Prospectus has been adjusted to reflect a reorganization of the Company
and certain of its affiliates to become effective prior to the closing of the
Offering which will terminate the S Corporation tax status of five companies
affiliated with the Company (the "Reorganization"). See "Reorganization and
Termination of S Corporation Status."     
   
  This Prospectus contains forward-looking statements which involve risks and
uncertainties. The Company's actual results in the future could differ
significantly from the results discussed or implied in this Prospectus. Factors
that could cause or contribute to such differences include, but are not limited
to, those discussed in "Risk Factors," "Management's Discussion and Analysis of
Financial Condition and Results of Operations" and "Business," as well as those
discussed elsewhere in this Prospectus.     
 

                                  THE COMPANY
   
  The Company is one of the largest independent teleservices companies in the
United States, and provides a full range of customized telecommunications-based
services to business clients on an outsourced basis. The Company is a leading
provider in each of inbound operator services, automated voice response
services and outbound direct teleservices. The Company's inbound operator
services ("Inbound") consist of live operator call-processing applications such
as order capture, customer service and product support. Inbound was established
in 1986 with the goal of becoming the leading inbound teleservices operation in
the United States and represented approximately 28.9% of the Company's revenue
in 1995. The Company's automated voice response services ("Interactive")
consist of computerized call-processing applications such as automated product
information requests, computerized surveys and polling, and secure automated
credit card activation. Interactive began operations in 1989 with the goal of
establishing the leadership position in automated voice response services and
represented approximately 38.4% of the Company's revenues in 1995. The
Company's outbound direct teleservices ("Outbound") consist of live operator
direct marketing applications such as product sales and customer acquisition
and retention campaigns. Outbound began operations in 1990 with the goal of
becoming one of the leading teleservices organizations in the United States and
represented approximately 32.7% of the Company's revenue in 1995. The Company
has developed proprietary technology platforms designed to provide a high
degree of automation and reliability in all three of its businesses. This
technology also enables the Company to efficiently integrate a range of its
services. The Company believes that its ability to offer integrated services
for its clients distinguishes it from most of its competitors.     
   
  The Company targets businesses in highly competitive, consumer-based
industries, including telecommunications, insurance, banking, pharmaceuticals,
public utilities, consumer goods and computer software services, that require
large volume applications. Representative clients include: AT&T Corp. ("AT&T"),
America Online Inc., Commonwealth Edison Company, MBNA Corporation, Merck &
Co., Inc., Sun Microsystems Inc., Time-Life, Inc. and Turner Broadcasting
System, Inc. The Company's revenue and pro forma net income for 1995 were
$256.9 million and $23.6 million, respectively. The Company's revenue and pro
forma net income for the nine months ended September 30, 1996 were $235.2
million and $23.2 million, respectively.     
 
                                       3

<PAGE>
 
   
  The Company operated approximately 4,000 telephone workstations as of
September 30, 1996 in six state-of-the-art call centers located in Nebraska,
Texas and Virginia which it uses for inbound and outbound services, and
maintained approximately 5,400 proprietary interactive voice response ports as
of September 30, 1996 for its automated voice response services. The Company
has deployed multiple automatic call distributors, predictive dialers, a
proprietary interactive voice response platform and multiple mainframe computer
systems, in combination with an intelligent workstation environment, in order
to fully automate and manage the Company's information-processing requirements.
The Company believes it has designed and implemented a sophisticated technology
platform, permitting it to provide flexible, high-quality and cost-effective
service solutions for its clients.     
   
COMPANY STRATEGY     
   
  The Company believes that it is one of the leading providers in the
teleservices industry and is well positioned to benefit from the continued
growth in outsourced teleservices. The Company's objective is to enhance its
leading position in each of inbound, automated voice response and outbound
services. The principal elements of the Company's strategy are:     
   
 I. LEVERAGE ABILITY TO PROVIDE INTEGRATED SERVICE SOLUTIONS     
   
  The Company is able to design and implement highly flexible applications
which combine the large volume call capacity of automated voice response with
the specialized customer service capabilities of inbound and outbound services.
Furthermore, the Company leverages its ability to provide integrated services
by cross-selling its services to its clients to capture an increasing share of
their outsourced business.     
   
 II. PURSUE RECURRING LARGE AND VOLUME APPLICATIONS     
   
  The Company has developed its facilities and operations specifically to
provide effective service to clients which generate large and recurring call
volumes. The Company has established a strong track record in successfully
managing client programs which produce such volumes.     
   
 III. CAPITALIZE ON STATE-OF-THE-ART TECHNOLOGY     
   
  The Company seeks to capitalize on its state-of-the-art technology, which
enables the Company to offer premium quality, flexible and cost-effective
service solutions to its clients. The Company believes that its significant and
continuing investment in sophisticated call center technology, including
proprietary interactive voice response technology, proprietary scheduling
systems, computer telephony integration systems, advanced call management
software systems and high speed, fault-tolerant computer systems, is a
competitive advantage.     
   
 IV. PROVIDE PREMIUM QUALITY SERVICES     
   
  The Company differentiates the quality of its services through its ability to
quickly respond to new applications and short-term volume fluctuations,
efficiently address staffing needs, effectively employ operating systems that
can process client campaign data and provide sophisticated reports as well as
through its extensive training program and an experienced management team.     
   
 V. DEVELOP LONG-TERM CLIENT RELATIONSHIPS     
   
  The Company focuses on developing long-term client relationships. The Company
seeks to develop a detailed understanding of each of its clients' specialized
businesses, which enables it to create customized solutions which meet clients'
needs and minimize client turnover.     
 
                                       4

<PAGE>
 
   
 VI. LEVERAGE STRONG MANAGEMENT EXPERIENCE     
   
  The Company's management team possesses extensive industry experience in
inbound, automated voice response and outbound services. The Company's
management team has proven experience managing the rapid growth of the
business. The Company believes that it has distinguished itself through its
ability to attract and retain some of the most talented managers in the
industry.     
       
                                 
                              REORGANIZATION     
   
  Prior to the closing of this Offering, each of the stockholders of West
Telemarketing Corporation, West Interactive Corporation and West Telemarketing
Corporation Outbound will exchange the capital stock of such company for shares
of Common Stock. Simultaneously, the stockholders of Interactive Billing
Services, Inc. and West Interactive Canada, Inc. will transfer their shares of
capital stock to West Interactive Corporation for nominal consideration (such
stock transfer together with the stock exchange described above, the
"Reorganization"). Pursuant to the Reorganization, the S Corporation tax status
of the five foregoing companies will be terminated. Prior to the
Reorganization, Gary L. West and Mary E. West beneficially owned in the
aggregate greater than 73.0%, and Troy L. Eaden beneficially owned 15.0%, of
the outstanding shares of common stock of each of the foregoing companies.
Following consummation of the Reorganization but prior to this Offering, Gary
L. West and Mary E. West will beneficially own in the aggregate approximately
80.1%, and Troy L. Eaden will beneficially own approximately 15.0%, of the
shares of Common Stock. West Telemarketing Corporation was founded in 1986 and
the Company was incorporated in 1994 under the laws of the State of Delaware.
The Company's principal executive offices are located at 9910 Maple Street,
Omaha, Nebraska 68134, and its telephone number is (402) 571-7700.     
 
                                       5

<PAGE>
 
 
                                  THE OFFERING
 
Common Stock Offered in the                
Offering............................    5,700,000 shares     
 
 
Common Stock Outstanding after the         
 Offering...........................    62,475,000 shares(1)     
 
Use of Proceeds.....................       
                                        The net proceeds from the Offering are
                                        estimated to be $77.5 million. Of such
                                        proceeds, the Company estimates that
                                        approximately $27.6 million will be
                                        used to repay certain debt, $43.9 mil-
                                        lion will be used to repay all notes
                                        payable to existing stockholders issued
                                        in connection with the termination of S
                                        Corporation tax status and the balance
                                        will be used for working capital and
                                        general corporate purposes including
                                        possible acquisitions. See "Use of Pro-
                                        ceeds."     
 
Proposed Nasdaq National Market         "WTSC"
symbol
- --------
   
(1) Excludes (i) 3,634,900 shares of Common Stock issuable upon exercise of
    outstanding stock options issued in connection with this Offering under the
    Company's 1996 Stock Incentive Plan (the "1996 Plan"), each of which has an
    exercise price equal to the initial public offering price, and (ii) an
    additional 5,864,600 shares of Common Stock reserved for future issuance
    under the 1996 Plan.     
 
                                       6

<PAGE>
 
                
             SUMMARY CONSOLIDATED FINANCIAL AND OPERATING DATA     
 

<TABLE>   
<CAPTION>
                                                                              NINE MONTHS
                                                                                ENDED
                                    YEAR ENDED DECEMBER 31,                  SEPTEMBER 30,
                          -----------------------------------------------  ------------------
                           1991      1992      1993      1994      1995      1995      1996
                          -------  --------  --------  --------  --------  --------  --------
<S>                       <C>      <C>       <C>       <C>       <C>       <C>       <C>
INCOME STATEMENT DATA:    (IN THOUSANDS, EXCEPT PER SHARE AND SELECTED OPERATING DATA)
 Revenue................  $69,873  $101,208  $142,508  $186,512  $256,894  $187,332  $235,188
 Cost of services.......   38,579    56,181    77,785   102,707   146,531   106,481   134,048
 Selling, general and
  administrative
  expenses..............   21,675    32,789    45,041    51,904    70,575    49,887    63,071
 Litigation settlement..      --        --      4,400       --        --        --        --
                          -------  --------  --------  --------  --------  --------  --------
 Net operating income...    9,619    12,238    15,282    31,901    39,788    30,964    38,069
 Net other (expense)....     (704)     (600)   (1,020)   (1,195)   (3,050)   (2,241)   (2,089)
                          -------  --------  --------  --------  --------  --------  --------
 Net income before pro
  forma tax
  provision(1)..........    8,915    11,638    14,262    30,706    36,738    28,723    35,980
 Pro forma provision for
  income taxes(1).......    2,326     2,832     5,234    10,900    13,130    10,404    12,740
                          -------  --------  --------  --------  --------  --------  --------
 Pro forma net
  income(1).............  $ 6,589  $  8,806  $  9,028  $ 19,806  $ 23,608  $ 18,319  $ 23,240
                          =======  ========  ========  ========  ========  ========  ========
 Pro forma net income
  per share(1)(2).......                                         $    .39  $    .31  $    .39
                                                                 ========  ========  ========
 Weighted average common
  shares outstanding....                                           59,834    59,834    59,834
                                                                 ========  ========  ========
SUPPLEMENTARY PRO FORMA
 DATA(3):
 Net income.............                                         $ 25,170  $ 19,493  $ 24,330
                                                                 ========  ========  ========
 Net income per common
  share.................                                         $    .41  $    .32  $    .39
                                                                 ========  ========  ========
 Weighted average common
  shares outstanding....                                           61,674    61,674    61,674
                                                                 ========  ========  ========
SELECTED OPERATING DATA:
 Operating margin.......     13.8%     12.1%     10.7%     17.1%     15.5%     16.5%     16.2%
 Number of workstations
  (at end of period)....      973     1,693     2,095     2,228     3,158     2,894     4,015
 Number of ports (at end
  of period)(4).........    1,380     2,070     2,530     3,496     3,870     3,496     5,372
</TABLE>
    
 

<TABLE>   
<CAPTION>
                                        DECEMBER 31,                          SEPTEMBER 30, 1996
                          ------------------------------------------ ------------------------------------
                                                                                             PRO FORMA AS
                           1991    1992     1993     1994     1995   HISTORICAL PRO FORMA(5) ADJUSTED(6)
                          ------- -------  -------  ------- -------- ---------- ------------ ------------
<S>                       <C>     <C>      <C>      <C>     <C>      <C>        <C>          <C>
 BALANCE SHEET DATA:
 Working capital........  $    38 $(4,905) $(4,742) $ 5,408 $  6,550  $   (840)   $ (2,840)    $ 18,968
 Property and
   equipment, net.......   13,833  21,587   26,396   30,820   45,889    62,709      62,709       62,709
 Total assets...........   33,198  49,546   60,225   88,880  123,452   142,368     140,368      149,726
 Total debt(7)..........   17,581  26,195   23,913   32,608   41,743    47,413      91,292       23,151
 Stockholders' equity...    6,488  10,047   13,850   28,593   40,218    45,797      (2,157)      75,343
</TABLE>
    
- --------
   
(1) Prior to the Reorganization, five of the Company's affiliates were
    S Corporations that were not subject to federal and certain state corporate
    income taxes. The income statement data reflects a pro forma provision for
    income taxes as if the reorganized Company had been subject to federal and
    state corporate income taxes for all periods. The pro forma provision for
    income taxes represents a combined federal and state tax rate. See
    "Reorganization and Termination of S Corporation Status" and Note J to
    Consolidated Financial Statements.     
   
(2) Pro forma net income per share amounts were calculated using 59,834 shares,
    the number of shares of Common Stock outstanding after giving effect to the
    Reorganization plus those shares necessary to be issued in this Offering to
    fund payment of certain notes payable to existing stockholders of three of
    the Company's affiliates equal to $43.88 million and cash dividends of $2.0
    million. See "Reorganization and Termination of S Corporation Status."     
   
(3) Supplementary pro forma net income per share amounts were calculated using
    61,674 shares, the number of shares of Common Stock outstanding after
    giving effect to the Reorganization plus those shares necessary to be
    issued in this Offering to fund payment of a portion of certain notes
    payable to existing stockholders of three of the Company's affiliates equal
    to $43.88 million, cash dividends of $2.0 million and the application of
    the estimated proceeds of this Offering to repay certain debt of the
    Company as if such application occurred on January 1, 1995 as described
    under "Use of Proceeds."     
(4) A port is a computer's digital interface to a single telephone line for
    automated voice response call processing.
(5) Adjusted to give effect to the Reorganization. See "Reorganization and
    Termination of S Corporation Status."
   
(6) Adjusted to give effect to payment of a portion of certain notes payable to
    existing stockholders of three of the Company's affiliates equal to $43.88
    million, payment of cash dividends of $2.0 million and the net deferred
    income tax liability and corresponding income tax expense to be recorded by
    each of five of the Company's affiliates as a result of its termination of
    S Corporation status related to the Reorganization, this Offering and the
    application of the estimated net proceeds therefrom as set forth under "Use
    of Proceeds."     
   
(7) See "Capitalization" and Notes B, C and D to Consolidated Financial
    Statements.     
 
                                       7

<PAGE>
 

                                 RISK FACTORS
 
  In addition to other information in this Prospectus, the following factors
should be carefully considered in evaluating the Company and its business
before purchasing the Common Stock offered by this Prospectus. This Prospectus
contains forward-looking statements which involve risks and uncertainties. The
Company's actual results in the future could differ significantly from the
results discussed or implied in such forward-looking statements. Factors that
could cause or contribute to such a difference include, but are not limited
to, those discussed in "Risk Factors" below, "Management's Discussion and
Analysis of Financial Condition and Results of Operations" and "Business," as
well as those discussed elsewhere in this Prospectus.
 
COMPETITION
 
  The market for teleservices is highly competitive and subject to rapid
change. Many vendors offer services that are directly competitive with certain
services offered by the Company. The Company also experiences competition from
the telemarketing operations of internal marketing departments of current and
potential clients. These include, for example, reservation centers of major
hotel chains and mail order catalog businesses. In addition, some of the
Company's services also compete with other forms of marketing such as mail,
television and radio. The Company expects competition to increase
significantly in the future from existing competitors and from a number of
companies that may enter the Company's existing or future markets. Increased
competition could have a material adverse effect on the Company.
 
  Certain of the Company's competitors and potential competitors may have
financial and other resources substantially greater than those of the Company.
In addition, there can be no assurance that, as the Company's industry
continues to evolve, additional competitors with greater resources than the
Company will not enter the industry or that the Company's clients will not
choose to conduct more of their telephone-based sales, marketing or customer
service activities internally. See "Business--Competition."
 
POTENTIAL FUTURE COMPETING TECHNOLOGIES AND TRENDS
 
  The development of new forms of direct sales and marketing techniques, such
as interactive home shopping through television, computer networks (including
the Internet) and other media, could have a material adverse effect on the
demand for the services provided by the Company. The effectiveness of
marketing by telephone could also decrease as a result of consumer saturation
and increased consumer resistance to teleservices generally and to the
services provided by the Company in particular. Although the Company attempts
to monitor industry trends and respond accordingly, there can be no assurance
that the Company will be able to anticipate and successfully respond to such
trends in a timely manner or at all. See "Business--Competition."
 
RISKS ASSOCIATED WITH MANAGING A RAPIDLY GROWING BUSINESS
 
  The Company has experienced rapid growth over the past several years and
anticipates continued growth to be driven primarily by industry trends towards
outsourcing of telephone-based sales, marketing and customer service
operations and increased penetration by the Company of new and existing
clients and markets. The Company's future performance and profitability will
depend in part on (i) maintaining in place a sufficient number of highly
trained personnel to conduct product implementation, sales activity, training
and other customer support services, (ii) its ability to expand, train and
manage its employee base and (iii) its ability to successfully enhance its
operational, customer support and management systems and adapt those systems,
as necessary, to respond to changes in its business. There can be no assurance
that the Company will be able to
 
                                       8

<PAGE>
 
   
manage its recent or any future expansion successfully, and any inability to
do so could have a material adverse effect on the Company. See "Management's
Discussion and Analysis of Financial Condition and Results of Operations" and
"Business--Industry Overview--Evolution of the Teleservices Industry."     
 
DEPENDENCE ON TECHNOLOGY
 
  The Company has made significant investments in sophisticated and
specialized telecommunications and computer technology, and has focused on the
application of this technology to provide customized solutions to meet its
clients' needs. The Company anticipates that it will be necessary to continue
to select, invest in and develop new and enhanced technology on a timely basis
in the future to maintain its competitiveness. There can be no assurance that
the Company will be successful in anticipating technological changes or in
selecting and developing new and enhanced technology on a timely basis or at
all. The Company relies on a combination of trade secret, copyright and
trademark laws, nondisclosure and other contractual provisions and technical
measures to protect its proprietary rights utilized in connection with the
delivery of its services. There can be no assurance that these protections
will be adequate to protect its proprietary rights or that the Company's
competitors will not independently develop methods and technology that are
substantially equivalent or superior to the Company's. Although the Company
believes that its trademarks and other proprietary rights do not infringe upon
the proprietary rights of third-parties, there can be no assurance that third-
parties will not assert infringement claims against the Company. See
"Business--Proprietary Rights and Licenses" and "--Technology/Systems
Development."
 
DEPENDENCE ON TELEPHONE SERVICE
   
  The Company's business is significantly dependent on service provided by
long-distance and local telephone companies. A significant portion of the
Company's costs are associated with such telephone services. A significant
increase in the cost of telephone services that is not recoverable through an
increase in the price of the Company's services, or any significant
interruption in telephone services, could have a material adverse effect on
the Company. See "Management's Discussion and Analysis of Financial Condition
and Results of Operations" and "Business--Facilities and Service
Fortification."     
 
RISK OF BUSINESS INTERRUPTION
 
  The Company's business is highly dependent on its computer and telephone
equipment and software systems. Although the Company has made significant
investments to establish and implement systems designed to reduce the risk of
service interruption through the use of back-up systems and redundant
operations, the temporary or permanent loss of such equipment or systems
through casualty or operating malfunction could have a material adverse effect
on the Company. See "Business--Facilities and Service Fortification" and "--
Technology/Systems Development."
 
DEPENDENCE ON LABOR FORCE
 
  The teleservices industry is very labor intensive and experiences high
personnel turnover. Many of the Company's employees receive modest hourly
wages and a significant number are employed on a part-time basis. A
significant increase in the turnover rate among the Company's employees would
increase the Company's recruiting and training costs and decrease operating
efficiency and productivity. Furthermore, growth in the Company's businesses
will require it to recruit and train qualified personnel at an accelerated
rate from time to time. There can be no assurance that the Company will be
able to continue to recruit, hire, train and retain a sufficient labor force
of qualified employees in order to meet the needs of its business. A
significant portion of the Company's costs consists of wages to hourly
workers. An increase in hourly wages, costs of employee benefits or employment
taxes could have a material adverse effect on the Company. See "Business--
Personnel and Training."
 
 
                                       9

<PAGE>
 
RELIANCE ON MAJOR CLIENTS
   
  A significant portion of the Company's revenue is generated from relatively
few clients. The loss of the largest client or a number of its largest clients
could have a material adverse effect on the Company. The Company's largest
client, AT&T, accounted for approximately 17%, and the Company's ten largest
clients in the aggregate accounted for approximately 50%, of the Company's
revenue in 1995. The Company generally operates under contracts with these
clients which may be terminated on short notice. See "Business--General."     
 
LEGAL PROCEEDINGS
   
  From time to time, the Company is involved in litigation relating to claims
arising out of its operations in the normal course of business. West
Interactive Corporation is a defendant in a case brought in the United States
District Court for the Southern District of Georgia, Augusta Division, on
September 12, 1991, captioned Lamar Andrews, individually and as
Representative of a Class of All Other Persons Similarly Situated, Plaintiff
v. American Telephone & Telegraph Company, et al., Defendants, No. CV 191-175.
The District Court certified a master class of all persons who paid for one or
more 900 number calls pertaining to programs offering sweepstakes, games of
chance, awards, cash or other prizes, gifts or information on unclaimed funds.
These calls were billed and collected by AT&T and U.S. Sprint Communications
Company Limited Partnership ("Sprint"). The District Court also certified a
sub-class of those persons who paid, in the State of Georgia, for one or more
such calls billed and collected by AT&T or Sprint. The complaint alleges that
the programs at issue involved, among other things, acts of unlawful gambling,
mail fraud and wire fraud in violation of the Racketeer Influenced and Corrupt
Organizations Act ("RICO"), the Communications Act of 1934, the federal common
law of communications and other state and federal laws. West Interactive
Corporation provided interactive voice processing and billing services to a
customer which conducted some of the programs at issue in the litigation. The
billing services were provided through AT&T. The action seeks recovery of
treble damages (which amount has not been specified), punitive damages, costs
and attorneys' fees. The Company's potential liability and expenses in this
matter are not covered by insurance. On September 19, 1996, the United States
Court of Appeals for the Eleventh Circuit reversed the District Court's order
certifying the classes on the ground that the class action would be
unmanageable. The plaintiffs have sought a rehearing before the Court of
Appeals. See "Business--Legal Proceedings." The Company cannot predict the
ultimate outcome of this case or the magnitude of any potential damages or
costs payable by the Company. The Company believes that the decision by the
United States Court of Appeals is a favorable development and intends to
vigorously contest the claims made in this case.     
 
CONTROL BY EXISTING STOCKHOLDERS
   
  Upon completion of this Offering, Gary L. West and Mary E. West will
beneficially own an aggregate of approximately 72.8% of the shares of
outstanding Common Stock (approximately 71.8% if the Underwriters' over-
allotment option is exercised in full). As a result, these stockholders are
able to elect the entire Board of Directors and to control the outcome of
virtually all other matters requiring stockholder approval. Such voting
concentration may have the effect of delaying or preventing a change in
control of the Company. See "Management--Executive Officers and Directors" and
"Principal Stockholders."     
 
CERTAIN ANTI-TAKEOVER CONSIDERATIONS
 
  Certain provisions of the Company's Restated Certificate of Incorporation
and Restated Bylaws could have the effect of making it more difficult for a
third-party to acquire, or of discouraging a third-party from attempting to
acquire, control of the Company. Such provisions could limit the price that
certain investors might be willing to pay in the future for shares of the
Common Stock. These provisions include a staggered board, restrictions on who
may call a special meeting of stockholders, and advance notice procedures with
regard to the nomination of candidates for election as directors and of
certain matters to be brought before an annual or special meeting of
stockholders. Certain other
 
                                      10

<PAGE>
 
provisions allow the Company to issue Preferred Stock with rights senior to
those of the Common Stock without any further vote or action by the
stockholders and impose various procedural and other requirements that could
make it more difficult for stockholders to affect certain corporate actions.
These provisions could also have the effect of delaying or preventing a change
in control of the Company. The issuance of Preferred Stock could decrease the
amount of earnings and assets available for distribution to the holders of
Common Stock or could adversely affect the rights and powers, including voting
rights, of the holders of the Common Stock. In certain circumstances, such
issuance could have the effect of decreasing the market price of the Common
Stock. The Company has no present plans to issue any shares of Preferred
Stock. In addition, the Company is subject to the provisions of Section 203 of
the Delaware General Corporation Law, which could have similar anti-takeover
effects. See "Description of Capital Stock--Preferred Stock," "--Restated
Certificate and By-law Provisions Affecting Change in Control" and "--Section
203 of the Delaware General Corporation Law."
 
GOVERNMENT REGULATION
 
  The Company's industry has become subject to an increasing amount of federal
and state regulation in the past five years. The Federal Communications
Commission's (the "FCC") rules under the Federal Telephone Consumer Protection
Act of 1991 limit the hours during which telemarketers may call consumers and
prohibit the use of automated telephone dialing equipment to call certain
telephone numbers. The Federal Telemarketing and Consumer Fraud and Abuse
Prevention Act of 1994 (the "TCFAPA") broadly authorizes the Federal Trade
Commission (the "FTC") to issue regulations prohibiting misrepresentations in
telephone sales. The FTC's new telemarketing sales rules mandate that certain
affirmative disclosures be made in telephone sales, prohibit
misrepresentations of the cost, terms, restrictions, performance or duration
of products or services offered by telephone solicitation and specifically
address other perceived telemarketing abuses in the offering of prizes and the
sale of business opportunities or investments. While the FTC's new rules have
not caused the Company to alter its operating procedures, there can be no
assurance that additional federal or state legislation, or changes in
regulatory implementation, would not limit the activities of the Company or
its clients in the future or significantly increase the cost of regulatory
compliance.
   
  Several of the industries in which the Company's clients operate are subject
to varying degrees of government regulation, particularly the insurance and
financial services industries. The Company could be subject to a variety of
enforcement or private actions for its failure or the failure of its clients
to comply with such regulations. The Company's telephone representatives who
sell insurance products are required to be licensed by various state insurance
commissions and to participate in regular continuing education programs, thus
requiring the Company to comply with the extensive regulations of these state
commissions. As a result, changes in these regulations or their implementation
could materially increase the Company's operating costs or otherwise have a
material adverse effect on the Company. A state insurance department is
reviewing certain practices and procedures used by the Company. The Company is
working with the insurance department to comply with all regulations. Based on
its experience in other states, its understanding of the resolutions of
similar reviews of other companies and the advice of legal counsel, the
Company believes that this matter is not likely to have a material adverse
effect on the Company. However, the Company can give no assurances regarding
the ultimate outcome of this matter. See "Business--Government Regulation."
    
NO PRIOR PUBLIC MARKET; POTENTIAL VOLATILITY OF STOCK PRICE
 
  Prior to this Offering, there has been no public market for the Common
Stock, and there can be no assurance that an active trading market for the
Common Stock will develop or be sustained after this Offering. The initial
public offering price of the Common Stock offered hereby will be determined by
negotiations between the Company and representatives of the Underwriters and
may bear no relationship to the trading prices of the Common Stock after this
Offering. See "Underwriting" for a description of certain factors to be
considered in determining the initial public offering price for the Common
Stock. The trading price of the Common Stock could be subject to significant
fluctuations in response to actual or anticipated
 
                                      11

<PAGE>
 
variations in the Company's quarterly operating results and other factors,
such as the introduction of new products and services or technological
innovations by the Company or its competitors, changes in other conditions or
trends in the Company's industry or in the industries of the Company's client
base, changes in governmental regulation, or changes in securities analysts'
estimates of the Company's, its competitors', or the industry's future
performance. General stock market price declines or market volatility in the
future, often unrelated to the operating performance of particular companies,
or future declines or volatility in the prices of stocks for companies in the
Company's industry or sector, could also affect the market price of the Common
Stock. See "Management's Discussion and Analysis of Financial Condition and
Results of Operations" and "Underwriting."
 
SHARES ELIGIBLE FOR FUTURE SALE
   
  Sales of a substantial number of shares of Common Stock in the public market
following this Offering, or the perception that such sales could occur, could
adversely affect prevailing market prices for the Common Stock. Of the
62,475,000 shares of Common Stock to be outstanding after this Offering, the
5,700,000 shares of Common Stock to be sold in this Offering will be freely
tradeable without restriction under the Securities Act of 1933, as amended
(the "Securities Act"). Of the remaining 56,775,000 outstanding shares of
Common Stock, 53,967,513 shares will be subject to lock-up agreements under
which the holders of such shares have agreed not to sell or otherwise dispose
of any of their shares for a period of 180 days after the date of this
Prospectus without the prior written consent of Goldman, Sachs & Co., except
under limited circumstances. Upon expiration of the lock-up agreements, the
53,967,513 shares of Common Stock will become eligible for sale in the public
market, subject to the provisions of Rule 144 under the Securities Act. Such
shares, however, will not become eligible for sale in the public market under
Rule 144 as currently in effect and interpreted by the staff of the Securities
and Exchange Commission (the "Commission") until       , 1998. The Company
intends to file a registration statement under the Securities Act covering the
sale of shares reserved for issuance under the Company's 1996 Stock Incentive
Plan and shares to be reserved for future issuance under the 1996 Stock
Incentive Plan. The Company has granted certain stockholders registration
rights with respect to approximately 56,775,000 shares of Common Stock. The
sale of such shares could have a material adverse effect on the Company's
ability to raise capital. See "Management--Executive Compensation--1996 Stock
Incentive Plan," "Description of Capital Stock--Registration Rights," "Certain
Transactions--Registration Rights," "Underwriting" and "Shares Eligible for
Future Sale."     
 
IMMEDIATE AND SUBSTANTIAL DILUTION TO NEW INVESTORS
   
  Purchasers of the shares of Common Stock offered hereby will incur immediate
and substantial dilution in the pro forma net tangible book value per share of
Common Stock from the initial public offering price (based on an assumed
initial public offering price of $15.00 per share of Common Stock, the
midpoint of the estimated initial public offering price range). See
"Dilution."     
 
            REORGANIZATION AND TERMINATION OF S CORPORATION STATUS
   
  Prior to the closing of this Offering, each of the stockholders of West
Telemarketing Corporation ("Inbound Corp."), West Interactive Corporation
("Interactive Corp.") and West Telemarketing Corporation Outbound ("Outbound
Corp.") will exchange the capital stock of such company owned by such
stockholder for shares of Common Stock such that each of the foregoing
companies will become wholly owned subsidiaries of the Company.
Simultaneously, the stockholders of Interactive Billing Services, Inc. ("IBS")
and West Interactive Canada, Inc. ("Canada") will transfer their shares of
capital stock of IBS and Canada to Interactive Corp. for nominal consideration
such that each of the foregoing companies will become wholly owned
subsidiaries of Interactive Corp. (such stock transfer together with the stock
exchange described above, the "Reorganization"). In connection with
the Reorganization, approximately 24,776,610 shares of Common Stock will be
issued in exchange for the capital stock of Inbound Corp., 22,335,285 shares
of Common Stock will be issued in exchange for the capital stock of
Interactive Corp., and 9,663,105 shares of Common Stock will be issued
in exchange for the capital stock of Outbound Corp. Based on an assumed
initial public offering price of $15.00 per share, such     
 
                                      12

<PAGE>
 
   
issuances represent approximately $371,649,150 worth of Common Stock for
Inbound, approximately $335,029,275 worth of Common Stock for Interactive and
approximately $144,946,575 worth of Common Stock for Outbound. The number of
shares of Common Stock issued for the capital stock of such companies in the
Reorganization was determined based upon mutual agreement among the existing
stockholders. Since its respective date of incorporation and through the date
immediately preceding the effective date of the Reorganization (the
"Termination Date"), each of Inbound Corp., Interactive Corp., Outbound Corp.,
IBS and Canada has been treated for federal income tax purposes as an
S Corporation under the Internal Revenue Code of 1986, as amended (the
"Internal Revenue Code"). As such, the existing stockholders have been and are
required to pay taxes based on each of the companies' respective earnings
through the Termination Date, whether or not such amounts have been
distributed to the stockholders.     
   
  Prior to the Reorganization, Gary L. West and Mary E. West beneficially
owned in the aggregate greater than 73.0%, and Troy L. Eaden beneficially
owned 15.0%, of the outstanding shares of common stock of each of the
foregoing companies. Following consummation of the Reorganization, but prior
to this Offering, Gary L. West and Mary E. West will beneficially own in the
aggregate approximately 80.1%, and Troy L. Eaden will beneficially own
approximately 15.0%, of the shares of Common Stock of the Company.     
   
  The Company does not intend to make any changes to the management of the
Company nor consolidate the operation of the businesses in connection with the
Reorganization. Inbound Corp. provides inbound operator teleservices,
Interactive Corp. provides automated voice response teleservices, Outbound
Corp. provides outbound direct teleservices, IBS provides billing and
collecting services to local exchanges with respect to pay per call events and
Canada provides large volume automated voice response services within the
territory of Canada. The Company does not intend to change the operations of
these companies in connection with the Reorganization. See "Business--
Description of Services."     
   
  Each of Inbound Corp., Outbound Corp. and Interactive Corp. (the "West
Affiliates") has made periodic distributions to its existing stockholders in
amounts approximately equal to the stockholders' corresponding tax liabilities
associated with the Company's earnings plus amounts representing a portion of
retained earnings. The West Affiliates made aggregate distributions of $5.4
million, $8.1 million, $10.5 million, $16.0 million and $25.1 million for the
years ended December 31, 1991, 1992, 1993, 1994 and 1995, respectively, and
$30.4 million through September 30, 1996. On October 31, 1996, each of the
West Affiliates declared one or more dividends payable to its current
stockholders (the West Affiliates' dividends collectively, the "First
Dividend"). The First Dividend was equal to the West Affiliates' retained
earnings as of September 30, 1996, to the extent such retained earnings have
not previously been distributed, along with a distribution representing a
return of additional paid-in capital contributed by the West Affiliates'
existing stockholders. Each of the West Affiliates has paid its portion of the
First Dividend to each of its stockholders in cash or through a note payable
issued by such West Affiliate (the West Affiliates' notes payable
collectively, the "Stockholders Notes"). The First Dividend was equal to
approximately $45.9 million, of which approximately $2.0 million was paid in
cash and approximately $43.9 million was paid through the Stockholders Notes.
The Company estimates that the Stockholders Notes will be paid by a portion of
the net proceeds to be received by the Company from this Offering. Prior to
the closing of the Reorganization, each of the West Affiliates intends to
declare one or more additional dividends payable to its current stockholders
(the West Affiliates' dividends collectively, the "Second Dividend"). The
Second Dividend will be equal to the Company's estimate of the West
Affiliates' retained earnings prior to conversion of each of the West
Affiliates to a C Corporation, to the extent such retained earnings have not
previously been distributed, along with a distribution representing a return
of additional paid-in capital contributed by the West Affiliates' existing
stockholders. The Company estimates that the Second Dividend will equal
approximately $6.0 million as of the Termination Date. Each of the West
Affiliates will pay its portion of the Second Dividend to each of its
stockholders in cash. The Company estimates that the Second Dividend will be
paid from the West Affiliates' existing working capital. See "Use of Proceeds"
and "Certain Transactions--Reorganization and Termination of S Corporation
Status."     
 
                                      13

<PAGE>
 
   
  The Termination Date will occur not later than the date immediately prior to
the date of the closing of this Offering. Subsequent to the Termination Date,
neither the Company nor any of the West Affiliates will be an S Corporation
and, accordingly, each will be subject to federal and state income taxes.
Other than payment of the Stockholders Notes, upon closing of this Offering,
the Company will have no liabilities with respect to distributions to the West
Affiliates, the IBS or the Canada stockholders except as set forth in this
section.     
   
  In addition, each of the West Affiliates, Canada and IBS, as a result of
termination of its S Corporation status, will record a net deferred income tax
liability and corresponding income tax expense (the "Deferred Tax Liability")
effective upon the Termination Date. The amount of the Deferred Tax Liability
would have been approximately $2.1 million if the Termination Date had been
September 30, 1996, but the actual amount will be adjusted to reflect the
effect of the Company's actual operations results through the Termination
Date.     
       

                                USE OF PROCEEDS
   
  The net proceeds to the Company from the sale of shares of Common Stock
offered by the Company are estimated to be approximately $77.5 million
(approximately $89.4 million if the over-allotment option is exercised in
full), after deducting underwriting discounts and offering expenses, and
assuming an offering price of $15.00 per share. The Company intends to use the
net proceeds as follows: (i) approximately $27.6 million will be used to repay
outstanding debt including (a) $6.0 million expected to be outstanding at the
closing of this Offering under an $8 million revolving credit facility (the
"First Credit Facility"), (b) $4.5 million expected to be outstanding at the
closing of this Offering under a $4.5 million revolving credit facility (the
"Second Credit Facility"), (c) $11.0 million in bank term loans, and (d) $6.1
million in capital leases; (ii) approximately $43.9 million will be used to
repay the Stockholders Notes; and (iii) the balance will be used for working
capital and general corporate purposes including possible acquisitions. The
Company has no present understandings, commitments or agreements, nor is it
currently in negotiations with respect to, any acquisition. The Company
intends to keep the First Credit Facility and the Second Credit Facility
available for future borrowings and intends to renew each of these facilities
upon expiration.     
   
  The First Credit Facility expires in June 1997 and bears interest at .25%
below the prime rate (actual rate 8.0% at September 30, 1996). The Second
Credit Facility expires in July 1997 and bears interest at .50% below the
prime rate (actual rate 7.75% at September 30, 1996). The Stockholders Notes,
which were incurred to pay the dividend, mature in October 2002 and bear
interest at 7.0%. The Company intends (a) to retire $6.1 million of various
capital leases bearing interest at 7.0% to 9.9%, (b) to repay a $4.9 million
bank note which matures in February 2001 and bears interest at 7.5%, (c) to
repay a $2.2 million bank note which matures in June 1999 and bears interest
at the prime rate, which was 8.25% at September 30, 1996, (d) to repay a $1.5
million bank note which matures in June 1999 and bears interest at the prime
rate, which was 8.25% at September 30, 1996, (e) to repay a $1.7 million bank
note which matures in June 1999 and bears interest at the prime rate, which
was 8.25% at September 30, 1996, and (f) to repay a $673,000 mortgage note
which matures in April 1999 and bears interest at the prime rate, which was
8.25% at September 30, 1996. All long-term borrowings incurred within the last
year were used for working capital. Pending application of the proceeds as
described above, the net proceeds of this Offering will be invested in short-
term, interest-bearing securities.     
 

                                DIVIDEND POLICY
   
  The Company currently intends to retain earnings to finance the growth and
development of its business and for working capital and general corporate
purposes, and does not anticipate paying cash dividends on the Common Stock in
the foreseeable future. Any payment of dividends will be at the discretion of
the Company's Board of Directors and will depend upon earnings, financial
condition, capital requirements, level of indebtedness, contractual
restrictions with respect to payment of dividends and other factors. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations--Liquidity and Capital Resources" and "--Capital Expenditures."
    
                                      14

<PAGE>
 

                                CAPITALIZATION
   
  The following table sets forth short-term debt and the capitalization of the
Company as of September 30, 1996 (i) on a historical basis, (ii) on a pro
forma basis giving effect to the Reorganization, and (iii) on a pro forma
basis as adjusted to reflect the sale by the Company of 5,700,000 shares of
Common Stock pursuant to this Offering at an assumed initial public offering
price of $15.00 per share and the application of the estimated net proceeds
therefrom. See "Reorganization and Termination of S Corporation Status,"
"Certain Transactions--Reorganization and Termination of S Corporation
Status," and "Use of Proceeds." This table should be read in conjunction with
the Consolidated Financial Statements and Notes thereto appearing elsewhere in
this Prospectus.     
 

<TABLE>   
<CAPTION>
                                                    SEPTEMBER 30, 1996
                                            -----------------------------------
                                                                     PRO FORMA
                                            HISTORICAL PRO FORMA(1) AS ADJUSTED
                                            ---------- ------------ -----------
                                                  (AMOUNTS IN THOUSANDS)
<S>                                         <C>        <C>          <C>
Cash and cash equivalents..................  $13,080     $11,080      $20,439
                                             =======     =======      =======
Short-term debt:(2)
 Notes payable--bank.......................  $ 6,000     $ 6,000      $   --
 Notes payable--financing..................   13,431      13,431       13,431
 Current maturities of long-term debt......    2,422       2,422          --
 Current obligations under capital
  leases(3)................................    7,389       7,389        3,363
                                             -------     -------      -------
  Total short-term debt....................  $29,242     $29,242      $16,794
                                             =======     =======      =======
Long-term obligations; less current
 maturities:(2)
 Obligations under capital leases, less
  current maturities(3)....................  $ 9,213     $ 9,213      $ 6,357
 Long-term debt, less current maturities...    8,958       8,958          --
 Notes payable--stockholders...............      --       43,879          --
                                             -------     -------      -------
  Total long-term obligation, less current
   maturities..............................  $18,171     $62,050      $ 6,357
                                             =======     =======      =======
Total debt.................................   47,413      91,292       23,151
                                             -------     -------      -------
Stockholders' equity:
 Preferred stock, par value $.01 per share,
  10,000,000 authorized shares, no shares
  issued and outstanding...................      --          --           --
 Common stock, par value $.01 per share,
  200,000,000 authorized shares; 1,000
  shares issued and outstanding actual;
  56,775,000 shares issued and outstanding
  pro forma, and 62,475,000 shares issued
  and outstanding pro forma as adjusted....       50          50          625
 Additional paid-in capital................    5,261         --        76,925
 Retained earnings.........................   40,486      (2,207)      (2,207)
                                             -------     -------      -------
Total stockholders' equity.................   45,797      (2,157)      75,343
                                             -------     -------      -------
Total capitalization.......................  $93,210     $89,135      $98,494
                                             =======     =======      =======
</TABLE>
    
- --------
   
(1) Reflects the effects of the Reorganization, including payment of the First
    Dividend through cash and the Stockholders Notes and the incurrence of the
    Deferred Tax Liability.     
   
(2) See Notes B, C and D to Consolidated Financial Statements for information
    concerning the Company's short-term debt, long-term debt and capitalized
    lease obligations.     
   
(3) The Company estimates that there will be approximately $8.9 million
    outstanding under capital leases at the closing of this Offering.     
 
                                      15

<PAGE>
 
                                   DILUTION
   
  The net tangible book value of the Company as of September 30, 1996 was
approximately $45.4 million, or $.80 per share of Common Stock. Pro forma net
tangible book value per share represents the amount of total assets less total
liabilities, divided by the number of shares of Common Stock outstanding as of
September 30, 1996, on a pro forma basis before giving effect to the First
Dividend and deferred taxes associated with the Reorganization and this
Offering. After giving effect to the Reorganization, including the First
Dividend, and the receipt by the Company of the net proceeds from the sale of
5,700,000 shares of Common Stock offered by the Company hereby, assuming an
initial public offering price of $15.00, and after deducting the estimated
underwriting discount and offering expenses to be paid by the Company, the pro
forma as adjusted net tangible book value of the Company as of September 30,
1996, would have been $74.9 million, or $1.20 per share. This represents an
immediate increase in net tangible book value of $.40 per share to existing
stockholders and an immediate dilution of $13.80 per share to new investors
purchasing shares at the initial public offering price. The following table
illustrates this per share dilution:     
 

<TABLE>     
   <S>                                                            <C>    <C>
   Assumed initial public offering price per share...............        $15.00
     Pro forma net tangible book value per share as of September
      30, 1996, before this Offering and the Reorganization...... $ .80
     Decrease per share attributable to the First Dividend and
      deferred taxes(1)..........................................  (.80)
     Increase per share attributable to new investors............  1.20
                                                                  -----
   Pro forma net tangible book value per share as of September
    30, 1996, after this Offering and the Reorganization.........          1.20
                                                                         ------
   Dilution per share to new investors...........................        $13.80
                                                                         ======
</TABLE>
    
- --------
   
(1) Includes amounts necessary to pay the First Dividend and record deferred
    income taxes upon conversion of each of the West Affiliates, Canada and
    IBS from an S Corporation to a C Corporation. See "Reorganization and
    Termination of S Corporation Status," "Certain Transactions--
    Reorganization and Termination of S Corporation Status."     
   
  The following table sets forth, on a pro forma basis as of September 30,
1996, after giving effect to the Reorganization, including the First Dividend,
the number of shares of Common Stock purchased from the Company, the total
consideration paid to the Company and the average price per share paid by
existing stockholders and by the new investors purchasing shares of Common
Stock from the Company in this Offering (before deducting the estimated
underwriting discount and offering expenses to be paid by the Company):     
 

<TABLE>     
<CAPTION>
                                                     TOTAL
                             SHARES PURCHASED    CONSIDERATION
                            ------------------ ------------------ AVERAGE PRICE
                              NUMBER   PERCENT   AMOUNT   PERCENT   PER SHARE
                            ---------- ------- ---------- ------- -------------
   <S>                      <C>        <C>     <C>        <C>     <C>
   Existing stockholders... 56,775,000  91.0%      50,000   --          --
   New investors...........  5,700,000   9.0   85,500,000   100%     $15.00
                            ----------  ----   ----------   ---
     Total................. 62,475,000   100%  85,550,000   100%
                            ==========  ====   ==========   ===
</TABLE>
    
 
  The foregoing tables assume no exercise of the Underwriters' over-allotment
option or of any outstanding options.
 
                                      16

<PAGE>
 
               
            SELECTED CONSOLIDATED FINANCIAL AND OPERATING DATA     
   
  The selected historical financial and operating data below for the periods
and at the dates indicated should be read in conjunction with "Management's
Discussion and Analysis of Financial Condition and Results of Operations" and
the financial statements and notes thereto included elsewhere in this
Prospectus. The Consolidated Financial Statements of the Company as of and for
the nine months ended September 30, 1996 and the unaudited Consolidated
Financial Statements as of and for the nine months ended June 30, 1995 reflect
all adjustments necessary in the opinion of the Company's management
(consisting only of normal recurring adjustments), for a fair presentation of
such financial data. The data is presented on a consolidated basis giving
effect to the Reorganization. The selected consolidated historical financial
data for each of the five fiscal years in the period ended December 31, 1995
and nine months ended September 30, 1996 are derived from audited Consolidated
Financial Statements of the Company.     
 

<TABLE>   
<CAPTION>
                                                                              NINE MONTHS
                                                                                 ENDED
                                    YEAR ENDED DECEMBER 31,                  SEPTEMBER 30,
                          -----------------------------------------------  ------------------
                           1991      1992      1993      1994      1995      1995      1996
                          -------  --------  --------  --------  --------  --------  --------
                          (IN THOUSANDS, EXCEPT PER SHARE AND SELECTED OPERATING DATA)
<S>                       <C>      <C>       <C>       <C>       <C>       <C>       <C>
INCOME STATEMENT DATA:
 Revenue................  $69,873  $101,208  $142,508  $186,512  $256,894  $187,332  $235,188
 Cost of services.......   38,579    56,181    77,785   102,707   146,531   106,481   134,048
 Selling, general and
  administrative
  expenses..............   21,675    32,789    45,041    51,904    70,575    49,887    63,071
 Litigation settlement..      --        --      4,400       --        --        --        --
                          -------  --------  --------  --------  --------  --------  --------
 Net operating income...    9,619    12,238    15,282    31,901    39,788    30,964    38,069
 Net other (expense)....     (704)     (600)   (1,020)   (1,195)   (3,050)   (2,241)   (2,089)
                          -------  --------  --------  --------  --------  --------  --------
 Net income before pro
  forma tax
  provision(1)..........    8,915    11,638    14,262    30,706    36,738    28,723    35,980
 Pro forma provision for
  income taxes(1).......    2,326     2,832     5,234    10,900    13,130    10,404    12,740
                          -------  --------  --------  --------  --------  --------  --------
 Pro forma net
  income(1).............  $ 6,589  $  8,806  $  9,028  $ 19,806  $ 23,608  $ 18,319  $ 23,240
                          =======  ========  ========  ========  ========  ========  ========
 Pro forma net income
  per share(1)(2).......                                         $    .39  $    .31  $    .39
                                                                 ========  ========  ========
 Weighted average common
  shares outstanding....                                           59,834    59,834    59,834
                                                                 ========  ========  ========
SUPPLEMENTARY PRO FORMA
 DATA(3):
 Net income.............                                         $ 25,170  $ 19,493  $ 24,330
                                                                 ========  ========  ========
 Net income per common
  share.................                                              .41       .32       .39
                                                                 ========  ========  ========
 Weighted average common
  shares outstanding....                                           61,674    61,674    61,674
                                                                 ========  ========  ========
SELECTED OPERATING DATA:
 Operating margin.......     13.8%     12.1%     10.7%     17.1%     15.5%     16.5%     16.2%
 Number of workstations
  (at end of period)....      973     1,693     2,095     2,228     3,158     2,894     4,015
 Number of ports(4) (at
  end of period)........    1,380     2,070     2,530     3,496     3,870     3,496     5,372
</TABLE>
    
 

<TABLE>   
<CAPTION>
                                        DECEMBER 31,                          SEPTEMBER 30, 1996
                          ------------------------------------------ ------------------------------------
                                                                                             PRO FORMA AS
                           1991    1992     1993     1994     1995   HISTORICAL PRO FORMA(5) ADJUSTED(6)
                          ------- -------  -------  ------- -------- ---------- ------------ ------------
<S>                       <C>     <C>      <C>      <C>     <C>      <C>        <C>          <C>
 BALANCE SHEET DATA:
 Working capital........  $    38 $(4,905) $(4,742) $ 5,408 $  6,550  $   (840)   $(2,840)     $ 18,968
 Property and
  equipment, net........   13,833  21,587   26,396   30,820   45,889    62,709     62,709        62,709
 Total assets...........   33,198  49,546   60,225   88,880  123,452   142,368    140,368       149,726
 Total debt(7)..........   17,581  26,195   23,913   32,608   41,743    47,413     91,292        23,151
 Stockholders' equity...    6,488  10,047   13,850   28,593   40,218    45,797     (2,157)       75,343
</TABLE>
    
- --------
(Footnotes on following page)
 
                                      17

<PAGE>
 
   
(1) Prior to the Reorganization, each of the West Affiliates, Canada and IBS
    were S Corporations that were not subject to federal and certain state
    corporate income taxes. The income statement data reflects a pro forma
    provision for income taxes as if the reorganized Company had been subject
    to federal and state corporate income taxes for all periods. The pro forma
    provision for income taxes represents a combined federal and state tax
    rate. See "Reorganization and Termination of S Corporation Status,"
    "Certain Transactions--Reorganization and Termination of S Corporation
    Status" and Note J to Consolidated Financial Statements.     
   
(2) Pro forma net income per share amounts were calculated using 59,834
    shares, the number of shares of Common Stock outstanding after giving
    effect to the Reorganization plus those shares necessary to be issued in
    this Offering to fund payment of certain notes payable to existing
    stockholders of three of the Company's affiliates equal to $43.88 million,
    payment of cash dividends of $2.0 million and the net deferred income tax
    liability and corresponding income tax expense to be recorded by each of
    five of the Company's affiliates as a result of its termination of S
    Corporation status. See "Reorganization and Termination of S Corporation
    Status" and "Certain Transactions--Reorganization and Termination of S
    Corporation Status."     
   
(3) Supplementary pro forma net income per share amounts were calculated using
    61,674 shares, the number of shares of Common Stock outstanding after
    giving effect to the Reorganization plus those shares necessary to be
    issued in this Offering to fund payment of certain notes payable to
    existing stockholders of three of the Company's affiliates equal to $43.88
    million, cash dividends of $2.0 million and the application of the
    estimated proceeds of this Offering to repay certain debt of the Company
    as if such application occurred on January 1, 1995 as described under "Use
    of Proceeds."     
   
(4) A port is a computer's digital interface to a single telephone line for
    automated voice response call-processing.     
   
(5) Adjusted to give effect to the Reorganization. See "Reorganization and
    Termination of S Corporation Status" and "Certain Transactions--
    Reorganization and Termination of S Corporation Status."     
   
(6) Adjusted to give effect to payment of certain notes payable to existing
    stockholders of three of the Company's affiliates equal to $43.88 million,
    payment of cash dividends of $2.0 million and the net deferred income tax
    liability and corresponding income tax expense to be recorded by each of
    five of the Company's affiliates as a result of its termination of S
    Corporation status related to the Reorganization, this Offering and the
    application of the estimated net proceeds therefrom as set forth under
    "Use of Proceeds."     
   
(7) See "Capitalization" and Notes B, C and D to Consolidated Financial
    Statements.     
 
 
                                      18

<PAGE>
 

                     MANAGEMENT'S DISCUSSION AND ANALYSIS 
               OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
   
  The following discussion of the Company's historical results of operations
and of its liquidity and capital resources should be read in conjunction with
"Selected Consolidated Financial and Operating Data" and the Combined
Financial Statements and Notes thereto appearing elsewhere in this Prospectus.
    
OVERVIEW
 
  West Telemarketing Corporation was formed in 1986 and, together with its
affiliates, is one of the largest independent teleservices companies in the
United States. During the first nine months of operations, the Company focused
its resources on designing and building an automated call- processing platform
to effectively manage large volumes of inbound calls ("Inbound"). In January
1989, the Company began offering automated voice response services utilizing
its own proprietary technology platform ("Interactive"). In May 1990, the
Company began offering outbound teleservices utilizing state-of-the-art
workstations staffed by highly trained teleservices representatives
("Outbound"). The Company is a leading provider of each of these services to
businesses on an outsourced basis. The Company also believes it has
established a distinct competitive advantage in its ability to offer a range
of services through its three operating divisions (Inbound, Interactive and
Outbound) on a fully integrated basis.
   
  REVENUE: Inbound services represented approximately 30.0% and 28.9% of total
revenue for the nine months ended September 30, 1996 and for the year ended
December 31, 1995, respectively. Revenue for inbound services is primarily
generated on the basis of the number of calls received and processed on behalf
of clients. The Company also generates revenue by providing assistance to
clients in the design and implementation of new applications.     
   
  Interactive services represented approximately 42.0% and 38.4% of total
revenue for the nine months ended September 30, 1996 and for the year ended
December 31, 1995, respectively. Revenue for interactive services is primarily
generated on the basis of total billable minutes as measured between a caller
and the Company's automated voice response units. The Company also generates
revenue by providing billing and collection services for pay per call
programs.     
   
  Outbound services represented approximately 28.0% and 32.7% of total revenue
for the nine months ended September 30, 1996 and for the year ended December
31, 1995, respectively. Revenue for outbound services is generated on an
hourly basis as calls are placed by the Company's marketing representatives on
behalf of its clients. The Company also generates revenue by providing
assistance to its clients in the design and programming of customized
applications.     
 
  EXPENSES: Costs of telecommunications services incurred by the Company are
primarily comprised of long distance transmission charges. The Company
effectively manages its telecommunications costs through a long-term services
contract with AT&T which includes an established rate schedule subject to
certain call volume commitments. As one of the largest clients of AT&T, the
Company believes it has negotiated a favorable contract at an attractive
service rate. The Company has also entered into a number of equipment
maintenance and network management contracts with AT&T in order to facilitate
reliable and efficient network operations. Rates for telecommunications
services are primarily determined by total call volume and level of network
management and technical support under contract. See "Business--Facilities and
Service Fortification".
 
  The Company manages its direct labor costs through its flexible staffing and
scheduling initiatives. In particular, the Company has developed its own
proprietary scheduling systems which are designed
 
                                      19

<PAGE>
 
to optimize staffing and pay levels in anticipation of fluctuating call
volumes as clients' campaigns are scheduled. The Company seeks to control its
direct labor costs by decentralizing its operations and by seeking new
geographic markets which offer attractive labor market characteristics for its
Inbound and Outbound services. Direct labor rates fluctuate based upon local
market factors such as the size and availability of a part-time workforce in
addition to local economic growth. Labor rates are adjusted, as necessary, to
attract the required number of service representatives during seasonal
fluctuations. See "Business--Call Management Systems".
 
  Selling, general and administrative expenses consist of all expenses that
support the ongoing operation of the Company. These expenses include costs
related to division management, facilities costs, equipment depreciation and
maintenance, allowance for doubtful accounts, sales and marketing activities,
client support services, and corporate management costs. Changes in selling,
general and administrative expenses primarily reflect the addition of new
facilities over certain periods or expanded marketing activities.
   
  Each of the West Affiliates has been treated for federal income tax purposes
as an S Corporation under the Internal Revenue Code. As a result, the
stockholders of each of the West Affiliates, rather than the West Affiliates,
have paid all federal income tax on the West Affiliates' income. Each of the
West Affiliates has made periodic distributions to its stockholders in amounts
approximately equal to its stockholders' corresponding tax liabilities
associated with such companies' earnings plus amounts representing a portion
of retained earnings. Additionally, the Company has earned state income tax
credits in Nebraska under a job creation and investment incentive program. As
a result, the West Affiliates' stockholders have paid little, if any, state
income tax in Nebraska. Subsequent to the Reorganization, the Company will be
considered a C Corporation for federal and state income tax purposes. The
Company will still be eligible for similar tax credits in Nebraska, at least
through 1998, so long as the Company continues to create additional employment
positions within that state. As the Company opens new facilities in states
without job or investment tax credits, or in states with corporate income
taxes, its effective tax rate may increase. See "Reorganization and
Termination of S Corporation Status" and "Certain Transactions--Reorganization
and Termination of S Corporation Status."     
 
                                      20

<PAGE>
 
RESULTS OF OPERATIONS
   
  The following table sets forth the Consolidated Statement of Operations Data
as a percentage of revenue for the periods indicated:     
 

<TABLE>   
<CAPTION>
                                    YEAR ENDED           NINE MONTHS ENDED
                                   DECEMBER 31,            SEPTEMBER 30,
                                 ---------------------   -------------------
                                 1993    1994    1995      1995       1996
                                 -----   -----   -----   --------   --------
<S>                              <C>     <C>     <C>     <C>        <C>
Revenue......................... 100.0 % 100.0 % 100.0 %    100.0 %    100.0 %
Cost of services................  54.6    55.1    57.0       56.8       57.0
Selling, general and
 administrative expenses........  31.6    27.8    27.5       26.6       26.8
Litigation settlement...........   3.1     --      --         --         --
                                 -----   -----   -----   --------   --------
Net operating income............  10.7    17.1    15.5       16.5       16.2
Net other (expense).............  (0.7)   (0.6)   (1.2)      (1.2)      (0.9)
                                 -----   -----   -----   --------   --------
Net income before pro forma
 income tax expense.............  10.0    16.5    14.3       15.3       15.3
Pro forma provision for income
 taxes..........................   3.7     5.9     5.1        5.5        5.4
                                 -----   -----   -----   --------   --------
Pro forma net income............   6.3 %  10.6%    9.2 %      9.8 %      9.9 %
                                 =====   =====   =====   ========   ========
</TABLE>
    
   
 NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995     
   
  REVENUE: Revenue increased $47.9 million or 25.6% to $235.2 million in the
first nine months of 1996 from $187.3 million in the comparable period of
1995. The increase in revenue included $14.5 million derived from new clients
and $33.4 million derived from existing clients. The overall revenue increase
is attributable to higher call volumes.     
   
  COST OF SERVICES: Cost of services represents direct labor, telephone
expense and other costs directly related to teleservices activities. Costs of
services increased $27.5 million or 25.8% for the nine months ended September
30, 1996 to $134.0 million from $106.5 million for the comparable period of
1995. As a percentage of revenue, cost of services remained relatively
unchanged at 57.0% in the nine months ended September 30, 1996 compared to
56.8% in the comparable period of 1995.     
 
 
                                      21

<PAGE>
 
   
  SELLING, GENERAL AND ADMINISTRATIVE EXPENSES ("SG&A"): SG&A expenses
increased by $13.2 million or 26.5% to $63.1 million for the nine months ended
September 30, 1996 from $49.9 million for the comparable period in 1995. As a
percentage of revenue, SG&A expenses increased to 26.8% for the nine months
ended September 30, 1996 from 26.6% for the comparable period in 1995. The
increase is primarily due to an increase in depreciation expense associated
with call center expansion.     
   
  NET OPERATING INCOME: Net operating income increased by $7.1 million or
22.9% to $38.1 million for the nine months ended September 30, 1996 from $31.0
million for the comparable period in 1995. As a percentage of revenue, net
operating income declined to 16.2% in the nine months ended September 30, 1996
compared to 16.5% in the comparable 1995 period due to the factors discussed
above.     
   
  NET OTHER (EXPENSE): Net other (expense) includes interest income from
short-term investments, interest income from an accounts receivable financing
program (net of the related interest expense to fund the program), interest
expense from short-term and long-term borrowings under credit facilities and
capital leases, state income taxes and other expense. Other expense remained
virtually unchanged at $2.1 million for the nine months ended September 30,
1996.     
   
  PRO FORMA NET INCOME: Pro forma net income increased by $4.9 million or
26.8% for the nine months ended September 30, 1996, to $23.2 million from
$18.3 million for the comparable period in 1995. Pro forma net income includes
a provision for income taxes at effective rates of 37.1% for 1996 and 38.3%
for 1995. These rates reflect the combined federal and state income tax rate
of the Company as if it had been treated as a C Corporation. The decrease in
the effective tax rate is attributable to increased tax credits available
under a Nebraska incentive program.     
 
 YEARS ENDED DECEMBER 31, 1995 AND 1994
 
  REVENUE: Revenue increased $70.4 million or 37.7% to $256.9 million in 1995
from $186.5 million in 1994. The increase in revenue included $24.2 million
derived from new clients and $46.2 million derived from existing clients. The
overall revenue increase is attributable principally to higher call volumes.
   
  COST OF SERVICES:  Cost of services increased $43.8 million or 42.6% to
$146.5 million in 1995 from $102.7 million in 1994. As a percentage of
revenue, cost of services increased to 57.0% in 1995 from 55.1% in 1994. The
increase was primarily attributable to increased labor rates experienced in
the Company's Inbound division, offset partially by lower telephone costs.
    
  SELLING, GENERAL AND ADMINISTRATIVE EXPENSES: SG&A expenses increased by
$18.7 million or 36.0% to $70.6 million for 1995 from $51.9 million for 1994.
As a percentage of revenue, SG&A expenses decreased to 27.5% in 1995 from
27.8% in 1994. The decrease as a percentage of revenue primarily reflects
greater efficiencies achieved through higher call volumes.
 
  NET OPERATING INCOME: Net operating income increased $7.9 million or 24.8%
to $39.8 million in 1995 from $31.9 million in 1994. As a percentage of
revenue, net operating income decreased to 15.5% in 1995 from 17.1% in 1994
due to the factors discussed above.
   
  NET OTHER (EXPENSE): Net other (expense) increased $1.8 million or 150.0% to
$3.0 million in 1995 from $1.2 million in 1994. This increase was primarily
due to increased interest expense from higher average borrowings outstanding.
    
  PRO FORMA NET INCOME: Pro forma net income increased by $3.8 million or
19.2% to $23.6 million in 1995 from $19.8 million in 1994. Pro forma net
income includes a provision for federal and state income taxes at effective
rates of 38.0% and 36.4% for 1995 and 1994, respectively. These rates
 
                                      22

<PAGE>
 
reflect the combined federal and state income tax rate as if the Company had
been treated as a C Corporation, less applicable credits. The increase in the
effective tax rate in fiscal 1995 is attributable to higher state income taxes
due to a larger proportion of total revenues generated outside of Nebraska.
 
 YEARS ENDED DECEMBER 31, 1994 AND 1993:
 
  REVENUE: Revenue increased by $44.0 million or 30.9% to $186.5 million in
1994 from $142.5 million in 1993. The increase in revenue included $25.9
million derived from new clients and $18.1 million derived from existing
clients. The overall revenue increase is attributable to higher call volumes.
 
  COST OF SERVICES: Cost of services increased $24.9 million, or 32.0%, to
$102.7 million in 1994 from $77.8 million in 1993. As a percentage of revenue,
cost of services increased to 55.1% in 1994 from 54.6% in 1993. The increase
is attributable to higher labor costs partially offset by lower telephone
costs.
 
  SELLING, GENERAL AND ADMINISTRATIVE EXPENSES: SG&A expenses increased by
$6.9 million, or 15.3%, to $51.9 million for 1994 from $45.0 million in 1993.
As a percentage of revenue, SG&A expenses decreased to 27.8% in 1994 from
31.6% in 1993. The decrease as a percentage of revenue principally reflects
improved operating efficiencies and lower bad debt expense. The decrease in
bad debt expense was due to increased retention of proceeds held in reserve to
protect against uncollectible pay per call billings.
 
  NET OPERATING INCOME: Net operating income increased $16.6 million, or
108.5%, to $31.9 million in 1994 from $15.3 million in 1993. As a percentage
of revenues, net operating income increased to 17.1% in 1994 from 10.7% in
1993. In 1993, the Company recorded a one-time litigation settlement expense
of $4.4 million in connection with certain patent rights on processes used in
Interactive. Excluding the litigation settlement expense, 1993 operating
income margin would have been 13.8%.
   
  NET OTHER (EXPENSE): Net other (expense) remained relatively unchanged at
$1.2 million in 1994 compared to $1.0 in 1993.     
 
  PRO FORMA NET INCOME: Pro forma net income increased by $10.8 million, or
120.0% to $19.8 million in 1994 from $9.0 million in 1993. Pro forma net
income includes a provision for federal and state income taxes at effective
rates of 36.4% and 37.0% for 1994 and 1993, respectively. Excluding the after-
tax one-time charge of $2.8 million from the above-noted litigation settlement
in 1993, pro forma net income would have increased $8.0 million or 67.8% in
1994 from an adjusted $11.8 million in 1993.
 
                                      23

<PAGE>
 
LIQUIDITY AND CAPITAL RESOURCES
 
  The Company's primary source of liquidity has been cash flow from
operations, supplemented by borrowings under its revolving bank lines of
credit.
   
  The Company's credit facilities consist of $8.0 million and $4.5 million
revolving credit facilities, with outstanding balances of $3.5 million and
$2.5 million, respectively, at September 30, 1996. Advances under the
revolving credit facilities bear interest at the prime rate less 0.25% and
0.50%, respectively. The revolving credit facilities terminate on June 30,
1997, and July 1, 1997, respectively. Aggregate borrowings under the revolving
credit facilities are limited to 80% of eligible accounts receivable. At
September 30, 1996, the Company had term loans with banks that totaled $11.4
million, which were used to fund capital expenditures and real estate
investments. Repayment of all bank debt is secured by the Company's accounts
receivable, equipment, real estate, and other assets. In addition, the
Company's loan agreements contain certain financial covenants and
restrictions.     
   
  The Company also has a $30 million revolving bank line used to fund an
accounts receivable financing program offered to certain customers in the pay
per call industry. Borrowings under the facility are limited to a borrowing
base of pledged accounts receivable from certain of the Company's qualified
customers which are assigned by the Company to the bank. The outstanding
borrowings under this facility were $13.4 million at September 30, 1996. This
credit facility expires on June 30, 1997.     
   
  Net cash flow from operating activities increased $10.0 million or 38.5% to
$36.0 million for the nine months ended September 30, 1996, compared to $26.0
for the same period in 1995, and was $47.6 million, $33.4 million and $24.8
million for the years ended 1995, 1994 and 1993, respectively. The increase in
each period was due principally to higher net income and depreciation and
amortization each year, partially offset by increased cash used for accounts
receivable resulting from growth in revenue. Cash flow from operating
activities increased in the nine months ended September 30, 1996 compared to
the same 1995 period, due to higher net income and depreciation and
amortization.     
   
  Net cash flow used in investing activities was $16.2 million for the nine
months ended September 30, 1996 compared to $10.1 million in the same period
in 1995, and was $14.5 million, $7.9 million, and $6.3 million for the years
ended 1995, 1994, and 1993, respectively. The increase in each period was
primarily due to investments in call centers to support the growth of the
business, in addition to the purchase of real estate in 1993 for $2.5 million
and in 1995 for $3.2 million.     
   
  Net cash flow used in financing activities was $28.5 million for the nine
months ended September 30, 1996 compared to $21.3 million for the same period
in 1995, and was $25.2 million, $20.6 million and $10.9 million for the years
ended 1995, 1994, and 1993, respectively. The net cash flow used in financing
activities for all periods reflect distributions made to the existing
stockholders to cover tax liabilities as S Corp. stockholders and to provide a
return of capital, offsetting borrowings under the Company's credit
facilities, net of repayments.     
   
  The Company intends to use the net proceeds of the Offering as follows: (i)
to repay total outstanding debt of $27.6 million comprised of (a) an aggregate
of $10.5 million outstanding under its revolving credit facilities, (b) $11.0
million in term loans and (c) $6.1 million in outstanding capital leases;
(ii) approximately $43.9 million to repay the remaining balance of the
Stockholders Notes created in connection with the declaration of a dividend to
existing stockholders as part of the conversion of the Company to a C
Corporation. The balance of the net proceeds will be used for working capital
and general corporate purposes. The Company expects to renew its revolving
lines of credit when they expire and believes it could increase the amount of
credit facilities, if needed.     
 
 
                                      24

<PAGE>
 
  Capital leasing has been used to fund the majority of computer and telephone
equipment, furniture and other equipment placed into service. All capital
leases are for a three-year term with a bargain purchase option. The Company
expects to exercise its right to purchase all equipment financed by leasing
activity at maturity.
   
  Interactive Corp. is a defendant in a case brought in the United States
District Court for the Southern District of Georgia, Augusta Division,
captioned Lamar Andrews, individually and as Representative of a Class of All
Other Persons Similarly Situated, Plaintiff v. American Telephone & Telegraph
Company, et al., Defendants, No. CV 191-175. The Company cannot predict the
ultimate outcome of this case or the magnitude of any potential damages or
costs payable by the Company. The Company, therefore, cannot predict the
affect of this matter on the future operations and financial position of the
Company. See "Business--Legal Proceedings."     
 
CAPITAL EXPENDITURES
   
  The Company's operations will continue to require significant capital
expenditures for capacity expansion and upgrades. Capital expenditures, which
includes the acquisition of equipment through the assumption of capital
leases, were $26.4 million in 1995, $11.5 million in 1994 and $11.5 million in
1993. The Company expects to invest approximately $35 million in capital
expenditures in 1996 (of which $26.7 million was invested through September
30, 1996). The Company projects its capital expenditures for 1997 to be
approximately $44 million, primarily for the capacity expansion and upgrades
at existing facilities and the addition of four new call centers. The Company
expects to use a portion of the proceeds from this Offering to fund 1997
projected capital expenditures, with the balance to be financed through
capital leases.     
   
  The Company believes that the cash flow from operations, together with the
net proceeds of this Offering and available borrowings under its credit
facilities will be adequate to meet its capital requirements for the
foreseeable future. The Company does not anticipate that any additional
property or assets of the Company or any of its subsidiaries, which are not
already pledged as collateral securing the credit facilities, will be required
to be pledged or any security interest granted therein, or that any of the
subsidiaries of the Company or any of their affiliates will be required to
guarantee in any additional manner such credit facilities, as a result of or
in connection with the Reorganization.     
 
INFLATION
 
  The Company does not believe that inflation has had a material effect on its
results of operations. However, there can be no assurance that the Company's
business will not be affected by inflation in the future.
 
NEW ACCOUNTING PRONOUNCEMENT
 
  The Financial Accounting Standards Board has issued Statement of Financial
Accounting Standards No. 123, Accounting for Stock-Based Compensation. The
Company is required to adopt this standard for the year ending December 31,
1996. The Company has elected to adopt the disclosure requirement of this
pronouncement. The adoption of this pronouncement will have no impact on the
Company's financial position or results of operations.
 
                                      25

<PAGE>
 

 
                                  BUSINESS
 
GENERAL
   
  The Company is one of the largest independent teleservices companies in the
United States, and provides a full range of customized telecommunications-
based services to business clients on an outsourced basis. The Company is a
leading provider in each of inbound operator services, automated voice
response services and outbound direct teleservices. Inbound operator services
consist of live operator call-processing applications such as order capture,
customer service and product support. Inbound was established in 1986 with the
goal of becoming the leading inbound teleservices operation in the United
States and represented approximately 28.9% of the Company's revenue in 1995.
Automated voice response services consist of computerized call-processing
applications such as automated product information requests, computerized
surveys and polling, and secure automated credit card activation. Interactive
began operations in 1989 with the goal of establishing the leadership position
in automated voice response services and represented approximately 38.4% of
the Company's revenues in 1995. Outbound direct teleservices consist of live
operator direct marketing applications such as product sales and customer
acquisition and retention campaigns. Outbound began operations in 1990 with
the goal of becoming one of the leading teleservices organizations in the
United States and represented approximately 32.7% of the Company's revenue in
1995. The Company has developed proprietary technology platforms designed to
provide a high degree of automation and reliability in all three of its
businesses. This technology also enables the Company to efficiently integrate
a range of its services. The Company believes that its ability to offer
integrated services for its clients distinguishes it from most of its
competitors.     
   
  The Company targets businesses in highly competitive, consumer-based
industries, including telecommunications, insurance, banking, pharmaceuticals,
public utilities, consumer goods and computer software services, that require
large volume applications. Representative clients include: AT&T, America
Online Inc., Commonwealth Edison Company, MBNA Corporation, Merck & Co., Inc.,
Sun Microsystems Inc., Time-Life, Inc. and Turner Broadcasting System, Inc.
The Company's revenue and pro forma net income for 1995 were $256.9 million
and $23.6 million, respectively. The Company's revenue and pro forma net
income for the nine months ended September 30, 1996 were $235.2 million and
$23.2 million, respectively.     
   
  The Company operated approximately 4,000 telephone workstations as of
September 30, 1996 in six state-of-the-art call centers located in Nebraska,
Texas and Virginia which it uses for inbound and outbound services, and
maintained approximately 5,400 proprietary interactive voice response ports as
of September 30, 1996 for its automated voice response services. The Company
has deployed multiple automatic call distributors, predictive dialers, a
proprietary interactive voice response platform and multiple mainframe
computer systems, in combination with an intelligent workstation environment,
in order to fully automate and manage the Company's information-processing
requirements. The Company believes it has designed and implemented a
sophisticated technology platform, permitting it to provide flexible, high-
quality and cost-effective service solutions for its clients.     
 
INDUSTRY OVERVIEW
   
  The teleservices industry facilitates direct communication between companies
and their current and prospective customers through telecommunications-based
systems. Industry sources estimate that total media advertising expenditures
(including teleservices expenditures) in the United States were approximately
$263 billion in 1995. Industry sources also estimate that teleservices
expenditures in the United States were approximately $80 billion in 1995.     
 
                                      26

<PAGE>
 
  ADVANTAGES OF TELESERVICES
 
  Many industries, including telecommunications, pharmaceuticals, consumer
goods, banking and insurance, are experiencing increased competition to
attract and retain customers, and accordingly many businesses are seeking to
expand their direct contact with current and prospective customers. Many of
these businesses are allocating more of their advertising and customer service
expenditures to teleservices which effectively complement other marketing
media such as television, radio and print advertising and enables businesses
to quantify and evaluate the effectiveness of specific marketing expenditures.
Teleservices is estimated to be the leading direct marketing medium by which
approximately 81.0 million consumers purchased goods or services over the
telephone in 1995.
 
  EVOLUTION OF THE TELESERVICES INDUSTRY
 
  The teleservices industry has evolved during the past ten years from
primarily single-facility, low technology environments to large, full service
organizations with multi-location, large volume call-processing centers
utilizing advanced systems. Certain independent teleservices providers have
invested an increasing amount of capital in large volume state-of-the-art call
centers and advanced network technology. Larger service providers, which can
achieve greater economies of scale, can more easily justify ongoing investment
in sophisticated call management software, predictive dialers and automatic
call distributors, to better provide premium quality and cost-effective
services. Businesses are seeking to provide greater information for consumers
to make informed purchase decisions as product and service offerings become
more complex and varied. As an example, it is estimated that in the mid-1980's
only 5% of United States companies offered toll-free lines as compared to
approximately 75% today. These toll-free lines are estimated to handle an
average of 60 million calls per day. Finally, businesses are increasingly
recognizing the economic benefits of expanding relationships with existing
customers through teleservices such as customer retention campaigns.
 
  ROLE OF OUTSOURCING
   
  Businesses historically have relied on in-house personnel to provide most
telephone-based services. Industry sources estimate that expenditures for the
"non-captive" portion of the industry, which is serviced on an outsourced
basis by independent teleservices companies, were approximately $6 billion in
1995 (or 8% of the estimated total industry). Based on discussions with its
clients and prospective clients, the Company believes that businesses are
increasingly outsourcing their teleservices activities in order to focus their
internal resources on their core competencies, to increase the productivity of
their marketing services and to reduce overall teleservices expenditures.
Providers of outsourced teleservices can offer clients lower overall
teleservices costs due to economies of scale in sharing the cost of new
technology among a larger base of users and higher capacity utilization rates.
The overall teleservices market is estimated to grow at approximately 8% per
year for the next five years.     
 
COMPANY STRATEGY
 
  The Company believes that it is one of the leading providers in the
teleservices industry and is well positioned to benefit from the continued
growth in outsourced teleservices. The Company's objective is to enhance its
leading position in each of inbound, automated voice response and outbound
services. The principal elements of the Company's strategy are:
 
 I. LEVERAGE ABILITY TO PROVIDE INTEGRATED SERVICE SOLUTIONS
 
  The Company seeks to apply its operating expertise in inbound, automated
voice response and outbound services to develop customized service solutions
which utilize the resources of each division
 
                                      27

<PAGE>
 
on an integrated basis. The Company is able to integrate its service offerings
by utilizing its voice and data networking technology and its proprietary
software systems and hardware platforms. The Company is able to design and
implement highly flexible applications which combine the large volume call
capacity of automated voice response with the specialized customer service
capabilities of inbound services. As an additional component of integration,
customer follow-up can be scheduled and initiated through the Company's
outbound services. This integrated offering provides a cost effective solution
for the client and increases the productivity of the Company's live operators.
Furthermore, the Company leverages its ability to provide integrated services
by cross-selling its services to its clients to capture an increasing share of
their outsourced business. The Company believes that its integrated service
capabilities are a significant competitive advantage.
   
 II. PURSUE RECURRING AND LARGE VOLUME APPLICATIONS     
 
  The Company has developed its facilities and operations specifically to
provide effective service to clients which generate large and recurring call
volumes. The Company has established a strong track record in successfully
managing client programs which produce such volumes. The consistent revenue
streams derived from these large volume and recurring applications help the
Company manage its long-term growth.
 
 III. CAPITALIZE ON STATE-OF-THE-ART TECHNOLOGY
 
  The Company seeks to capitalize on its state-of-the-art technology, which
enables the Company to offer premium quality, flexible and cost-effective
service solutions to its clients. The Company believes that its significant
and continuing investment in sophisticated call center technology, including
proprietary interactive voice response technology, proprietary scheduling
systems, computer telephony integration systems, advanced call management
software systems and high speed, fault-tolerant computer systems, is a
competitive advantage. In addition, the Company's proprietary software
systems, hardware platforms and extensive networking technology allow it to
provide customized client applications and integrate two or more of its
inbound, automated voice response and outbound services. The Company
continually seeks to improve its technological capabilities.
 
 IV. PROVIDE PREMIUM QUALITY SERVICES
   
  The Company believes that service quality is a critical factor in a
potential client's decision to outsource its teleservices. The Company
differentiates the quality of its services through its ability to quickly
respond to new applications and short-term volume fluctuations, efficiently
address staffing needs, and effectively employ operating systems that can
process client campaign data and provide sophisticated reports. The Company
also seeks to provide premium quality services through an extensive training
program and an experienced management team. The Company believes that it
provides premium quality service to its clients and that the quality of its
service is one of its competitive advantages.     
 
 V. DEVELOP LONG-TERM CLIENT RELATIONSHIPS
 
  The Company focuses on developing long-term client relationships. Since the
Company manages programs that interface with its clients' current or
prospective customers, the Company seeks to develop a detailed understanding
of each of its clients' specialized businesses. This process enables the
Company to create customized solutions which meet clients' needs and minimize
client turnover. As a result, the Company is better positioned to cross-sell
its services and proactively offer new applications.
 
                                      28

<PAGE>
 
 VI. LEVERAGE STRONG MANAGEMENT EXPERIENCE
   
  The Company's management team possesses extensive industry experience in
inbound, automated voice response and outbound services. The Company's
management team has proven experience managing the rapid growth of the
business. The founders of the Company are among the pioneers of key areas of
the teleservices industry and the members of the management team have
continued to contribute to the development of the teleservices industry. The
Company believes that it has distinguished itself through its ability to
attract and retain some of the most talented managers in the industry.     
 
DESCRIPTION OF SERVICES
 
  The Company's organizational structure is outlined below:
       
    [A CHART DEPICTING THE COMPANY'S ORGANIZATIONAL STRUCTURE APPEARS HERE]
   
 I. OPERATOR TELESERVICES ("INBOUND")     
   
  Inbound provides live operator call-processing services, including order
capture and customer service applications. Inbound was established in 1986
with the goal of becoming the leading inbound teleservices operation in the
United States. It was one of the first service providers to fully automate its
operations and to develop proprietary software systems to service the
customized needs of its clients. In 1995, Inbound represented approximately
28.9% of the Company's revenue. For the nine months ended September 30, 1996,
Inbound represented approximately 30.0% of the Company's revenue. The two
divisions of Inbound are Direct Response Services and Custom Operator
Services.     
   
  DIRECT RESPONSE SERVICES. This division provides large volume inbound call-
processing services. Inbound custom designs applications to meet client
specifications for order capture, lead generation, customer service, dealer
referral and other information processing campaigns. Direct Response Services
receives incoming calls 24 hours per day, 365 days per year. Clients measure
this division's service quality by its ability to (i) process a large volume
of simultaneous incoming calls and (ii) to minimize the number of calls which
receive a busy signal. Although this division processes call volume from other
media such as radio, print and direct mail advertisements, most of its call
volume is generated via toll-free numbers appearing in television
advertisements. This type of inbound campaign requires the capability to
handle increases in call volumes over short periods of time.     
 
  The Company utilizes automatic call distributors and digital switches to
identify the toll-free number dialed by each caller. The toll-free number
specifies the particular client campaign and designates customer, product, and
service information to the operator and provides a highly structured script
designed to aid in processing the transaction. Each individual operator may
receive a call for one of hundreds of different client campaigns at any given
time. Furthermore, the Company can immediately report information captured
during the call to its client, the client's advertising agency and the
client's designated fulfillment company. Caller information and campaign call
volume summary reports are customized and may be transmitted to the client via
magnetic tape, electronic transfer or facsimile per the client's instructions.
Clients also have the ability to access real-time on-line program results by
media source. Immediate access
 
                                      29

<PAGE>
 
to call volume data allows the Company's clients to quickly determine the
cost-effectiveness of various campaigns and to adjust their media expenditures
accordingly.
   
  CUSTOM OPERATOR SERVICES. This division provides customized teleservices
solutions on a dedicated basis to large business clients. The Company believes
that many businesses are finding it increasingly difficult to provide high
quality customer service and product support without diverting resources from
their core businesses. In addition, it is expensive for these businesses to
own, operate and maintain state-of-the-art call-processing facilities. The
Company believes there are significant growth opportunities in outsourced
teleservices for companies that can provide customized solutions on a
dedicated basis. The Company's objective for this division is to provide a
wide range of inbound telephone-based services including: (i) programs
designed to enhance or maximize customer acquisition and retention; (ii)
customer service and support; (iii) product support; (iv) collection services;
(v) customer complaint resolution; and (vi) client satisfaction information.
       
 II. INTERACTIVE TELESERVICES ("INTERACTIVE")     
   
  Interactive provides large volume automated voice response services which
allow a caller to access information by means of a touch-tone telephone or
voice prompt. Interactive began operations in 1989 with the goal of
establishing the leadership position in automated voice response services. The
Company believes that Interactive is currently the largest, fully automated
call-processing operation in the United States. In 1995, Interactive
represented approximately 38.4% of the Company's revenues. For the nine months
ending September 30, 1996, Interactive represented approximately 42.0% of the
Company's revenues. Interactive has developed proprietary software systems and
hardware platforms to service the diverse needs of its clients and complements
the Company's live operator service offerings.     
 
  Interactive provides automated voice response services for a broad range of
applications, which include secure automated credit card activation,
information and entertainment services, polling and surveying, cellular fraud
prevention service, automated product information requests, database
management and enhancement, multiple caller conferencing, customer service and
third-party caller transfers. Interactive is measured by its ability to
process a large volume of simultaneous transactions. Additionally, Interactive
designs customized applications to meet stated client specifications and
offers a variety of voice recording services to aid in the design of an
interactive voice application.
   
  Interactive specializes in processing large volumes of telephone
transactions generated by print, direct mail, radio and television broadcast
advertisements. Interactive's clients typically advertise a toll-free or pay
per call number designed to generate a prompt response. Interactive's
automated voice-processing platforms may be accessed 24 hours per day, 365
days per year. Interactive's proprietary software systems and hardware
platforms integrate the use of automated call distributors, digital switches
and decentralized computers for database management with remote host computer
interfaces and other peripheral processing activities. Interactive's
proprietary technology systems along with inbound and outbound services,
permit a caller to connect to a live operator to process data already captured
through automated Voice Response Units ("VRUs"). Interactive utilizes VRUs or
digital switches to identify the specific toll-free number dialed by the
caller. The toll-free number will identify the specific client campaign and
direct the call to the appropriate VRUs, switches, database machines, and
other required hardware and software needed to fulfill the requirements of the
client's application. Interactive was the first large scale platform to
incorporate advanced services such as voice recognition for callers with
rotary phones, and near real time transcription for quick data dissemination.
    
  Interactive's clients have remote access capability to modify their scripts
and obtain instantaneous call count and program information. Interactive
reports all information captured or disseminated during a transaction to its
clients. Campaign information, summary reports and statistics are customized
to meet a client's specifications.
   
  In connection with the provision of interactive teleservices, the Company
offers an accounts receivable financing program for certain qualified clients
designed to advance a portion of revenue     
 
                                      30

<PAGE>
 
   
created by the client's program prior to receipt of these funds through the
normal collection cycle. These advances are collateralized by the client's
billed receivables. The purpose of the program is to provide clients with
working capital on a weekly basis instead of having them rely on the normal
monthly collection cycle.     
 
 III. DIRECT TELESERVICES ("OUTBOUND")
   
  Outbound provides live operator direct marketing services. Outbound began
operations in 1990 with the goal of becoming one of the leading teleservices
organizations in the United States. In 1995, Outbound represented
approximately 32.7% of the Company's revenue. For the nine months ended
September 30, 1996, Outbound represented approximately 28.0% of the Company's
revenues. Since Outbound operates in a more mature and competitive environment
than Inbound and Interactive, Outbound focuses exclusively on high volume
projects. The two divisions of Outbound are Consumer Direct Services and
Business Direct Services.     
   
  CONSUMER DIRECT SERVICES. This division provides business-to-consumer
marketing services. While client applications may include product
registration, customer acquisition and retention campaigns, lead generation,
database enhancement and management, customer service and verification
activities, the division's primary service is product sales. Outbound is
typically measured by its ability to generate the highest net revenue per
billable hour for its clients.     
 
  The Company typically initiates contact with consumers that have been
identified by a client as existing or potential customers. Integrated call
management systems utilizing large-scale predictive dialers systematically
call consumers and transfer successful connections to a designated marketing
representative. As a call is presented to a marketing representative who has
been trained for specific client applications, the consumer's name, address
and other available information are simultaneously presented along with the
client's customized script. The Company's proprietary software systems permit
clients to immediately access on-line program results and shadow monitor the
performance of all designated marketing representatives. The Company can
report information captured, summary results and more detailed statistical
analyses in a customized format for each of its clients.
   
  BUSINESS DIRECT SERVICES. This division provides business-to-business
marketing services for clients whose target markets include thousands of small
to medium sized businesses. These applications are designed to enhance and
grow their database of information about their prospects and clients, schedule
appointments for their regional and national sales forces, and sell services
to accounts that may not warrant a face-to-face sales presentation.     
 
OPERATIONS AND FACILITIES
   
  The Company operated four automated voice response facilities with
approximately 4,000 telephone workstations as of September 30, 1996 and
approximately 5,400 ports as of September 30, 1996 and six state-of-the-art
call centers. Certain of the Company's call centers can be used
interchangeably by both Inbound and Outbound.     
 
  Inbound operates three large volume, automated call-processing facilities
located in Omaha, Nebraska, San Antonio, Texas and Hampton, Virginia. These
facilities consist of approximately 1,800 computer-assisted workstations. In
1995, Inbound employed an average of approximately 2,700 operators per day
with peak employment of approximately 3,200 operators per day.
 
  Interactive operates four large volume, automated voice response platforms
located in Omaha, Nebraska (two platforms), San Antonio, Texas and Calgary,
Alberta (Canada). Interactive has a total capacity of approximately 5,600
voice response ports. Interactive is not a labor intensive business and
currently employs approximately 180 managerial, staff and administrative
personnel.
 
  Outbound operates three large volume, automated facilities located in San
Antonio, Texas, Universal City, Texas and El Paso, Texas, and expects a fourth
facility in Killeen, Texas to become
 
                                      31

<PAGE>
 
operational in December 1996. Outbound currently maintains approximately 2,200
computer-assisted workstations and in 1995 employed an average of 2,400
marketing representatives per day with peak employment of approximately 3,000
marketing representatives per day.
 
  The following table summarizes the location of, and the number of telephone
workstations at each of the Company's call centers for each of Inbound,
Interactive and Outbound.
 

<TABLE>       
<CAPTION>
                                           NUMBER OF             NUMBER OF
     CALL CENTERS                    TELEPHONE WORKSTATIONS VOICE RESPONSE PORTS
     ------------                    ---------------------- --------------------
     <S>                             <C>                    <C>
     Inbound
       Omaha, Nebraska..............           737                   --
       San Antonio, Texas...........           536                   --
       Hampton, Virginia............           577                   --
                                             -----
         Inbound Total..............         1,850                   --
                                             -----
     Interactive
       Omaha, Nebraska..............           --                  4,337(a)
       San Antonio, Texas(a)........           --                  1,687
       Calgary, Alberta.............           --                    230
                                             -----                 -----
         Interactive Total..........           --                  6,254
                                             -----                 -----
     Outbound
       San Antonio, Texas...........         1,021                   --
       Universal City, Texas........           640                   --
       El Paso, Texas...............           504                   --
       Killeen, Texas...............           272(b)                --
                                             -----                 -----
         Outbound Total.............         2,437                   --
                                             -----                 -----
     Total..........................         4,287                 6,254
                                             =====                 =====
</TABLE>
    
- --------
   
(a) Includes 882 ports which are expected to become operational in October,
    November and December 1996.     
(b) Currently under development. Expected to be operational in December 1996.
 
  The Company occupies approximately 597,000 square feet of office space. All
facilities described above other than the facilities located in San Antonio,
Texas are leased.
   
  The Company believes that its facilities are adequate for its foreseeable
needs and that additional space will be available as required. See Note D to
Consolidated Financial Statements for information regarding the Company's
obligations under its facilities leases.     
 
FACILITIES AND SERVICE FORTIFICATION
   
  The Company recognizes the importance of providing uninterrupted service for
its clients. The Company has invested significant resources to develop,
install and maintain facilities and systems designed to be highly reliable.
All of the Company's service facilities and systems are designed to maximize
system in-service time and minimize the possibility of telecommunications
outage, commercial power loss or equipment failure. The Company believes that
this level of reliability provides an important competitive advantage.     
   
  The Company utilizes redundant network architecture which substantially
reduces the possibility of a system failure and the interruption of
telecommunications service. As depicted in the diagram below, Inbound's and
Interactive's call centers are served by redundant long distance and local
access facilities. Each call center is serviced by dual central office
switches, providing split access flexible egress routing capabilities, as well
as backup access into each facility, using dual fiber ring SONET-based self-
healing network architectures. All inbound numbers directed to a Company
facility are appended with dual routing instructions in the event of an error
on the primary network path. These     
 
                                      32

<PAGE>
 
capabilities allow incoming calls to be redirected via an alternate long
distance switch and/or through a backup access line in the unlikely event of a
long distance or local network failure.


             [A FLOW CHART DEPICTING THE COMPANY'S REDUNDANT LONG
              DISTANCE AND LOCAL ACCESS FACILITIES APPEARS HERE ]


  The Company's systems also feature operational redundancy. The Company uses
automatic call distributors with dual processors and online automatic backup
and fault-tolerant mainframe computers with spontaneous dual backup for all
processors, disk management and mechanical functions. Copies of all
proprietary Company software systems and client application software reside in
a secure off-site storage facility. The Company actively monitors all critical
components of its call-processing facilities 24 hours per day, 365 days per
year. Each facility also has a stand-alone primary power system and both
battery backup and diesel generator backup power systems.
 
PERSONNEL AND TRAINING
 
  The Company believes that a key component of its success is the quality of
its employees. As a large-scale service provider, the Company is continually
refining its approach to recruiting, training and managing its employees. The
Company has established procedures for the efficient weekly hiring and
training of hundreds of qualified employees. These procedures, coupled with
the Company's proprietary scheduling system, enable the Company to provide
flexible scheduling and staffing solutions to meet a client's needs for
additional resources.
 
  The Company offers extensive classroom and on-the-job training programs for
personnel, including instruction regarding call-processing procedures, direct
sales techniques, customer service guidelines, telephone etiquette and proper
use of voice inflections. Telephone representatives receive professional
training lasting from four to 21 days, depending upon the client's program and
the nature of the services being provided. In addition to training designed to
enhance job performance, employees are also given a detailed description of
the Company's organizational structure, standard operating procedures, and
business philosophies.
   
  In 1995, the Company employed an average of approximately 4,900 telephone
representatives per day for its inbound services and outbound services with
peak employment of approximately 6,200 operators per day. In addition, the
Company employed as of September 30, 1996 approximately 1,600 management,
staff and administrative employees. The Company considers its relations with
its employees to be good.     
 
CALL MANAGEMENT SYSTEMS
 
  The Company specializes in processing large and recurring call volumes. In
each of Inbound, Interactive and Outbound, the Company works closely with its
clients to accurately project future call volumes. The Company uses the
following practices to efficiently manage its call volumes:
 
  HISTORICAL TRENDS ANALYSES. The Company tracks weekly, daily and hourly
calling trends for individual client programs for Inbound, Interactive and
Outbound. The Company believes that the key to a cost efficient teleservices
program begins with the effective planning of future call volumes to
 
                                      33

<PAGE>
 
determine the optimal number of employees, workstations and calling ports that
need to be deployed each hour. Based upon the Company's experience in
processing large call volumes during the past ten years, it has accumulated
the data necessary to differentiate the calling patterns of different
applications such as order capture, lead generation and customer service.
 
  FORECASTING CALL VOLUMES/ESTABLISHING PRODUCTION PLANS. Call volumes are
forecasted for each one-half hour increment for each day. Detailed assumptions
are made regarding average length of call, average wait time between calls,
average speed of answer, and service level targets to determine the actual
number of calls that may be processed by a workstation or voice response port
during a specific one-half hour increment. This process enables the Company to
effectively determine the number of workstations and voice response ports
needed for a given campaign.
 
  STAFFING AND SCHEDULING PLANS. Based upon the total number of workstations
required to be staffed, a detailed schedule is created. These schedules are
typically forecasted six to eight weeks in advance to assist the Company's
personnel and training departments in hiring and training the desired number
of personnel. Operators and marketing representatives are given regular work
schedules that are designed to coincide with anticipated calling patterns and
trends.
 
  The Company has developed a proprietary scheduling system that efficiently
identifies variances between staff scheduled and staff needed. The system
accommodates real-time adjustments to be made for personnel schedules as call
volume projections fluctuate. Telephone agent personnel directly interact with
the system to schedule additional hours or time off. The system is integrated
into all attendance and payroll processing systems.
 
  FACILITY CALLING PLAN. Once staffing and scheduling plans have been
developed, each division determines how to efficiently allocate the projected
call volumes among its call centers. Each call center receives a detailed plan
outlining the projected call volumes for each day of the week and each one-
half hour increment of each day. Personnel schedules are produced to optimally
match the projected calling volumes.
   
  NETWORK CONTROL. The Company interfaces directly with AT&T's nationwide long
distance network and has the ability to allocate call volumes among its
various call centers on command. Traffic control specialists within the
Company are responsible for comparing actual call volumes and trends to stated
staffing and scheduling plans. When necessary, adjustments can be made to fine
tune minor variances between actual call volumes and personnel that have been
scheduled by facility. As a result, calls are optimally directed to available
personnel. Network control monitors the status of all call-processing
activities on a minute-by-minute basis. Minor real time variances between
projected and actual calling trends are promptly input into the Company's
database and the call management cycle repeats.     
 
TECHNOLOGY/SYSTEMS DEVELOPMENT
 
  All proprietary software systems and hardware platforms for Inbound,
Interactive and Outbound permit the design and execution of highly integrated
service offerings which share consumer database files, source files, calling
records and calling lists. All systems provide clients with the ability to
directly interface and communicate with the Company's systems. The Company
currently employs approximately 380 systems analysts, programmers and
technicians to modify and enhance the Company's operating systems and to
design client applications.
 
QUALITY ASSURANCE
 
  By the nature of its services, the Company establishes direct contact with
the customer base of its clients. Given the importance of this role, the
Company believes that its reputation for providing
 
                                      34

<PAGE>
 
premium quality service is critical. Both the Company and its clients shadow
monitor and evaluate the performance of telephone representatives to confirm
that clients' programs are properly implemented using clients' approved
scripts and that the telephone representatives meet clients' customer service
standards. The Company regularly measures the quality of its services by
reviewing such variables as average length of call, calls per hour, average
speed of answer, sales per hour, rate of call abandonment and order conversion
percentages. The Company's information systems enable the Company to provide
clients with regular reports on a real-time basis as to the status of an
ongoing campaign and to transmit summary data and captured information
electronically to clients.
 
  The Company maintains a quality assurance department for each of Inbound,
Interactive and Outbound that is responsible for the overall quality of the
services being provided. A comprehensive performance appraisal is typically
given to every telephone representative every six to eight weeks. The Company
uses statistical summaries of the performance appraisal information for its
training and operations departments to provide feedback and to identify
telephone representatives who may need additional training.
 
SALES AND MARKETING
 
  The Company's sales and marketing strategy focuses on leveraging the
Company's teleservices expertise, integrated service capabilities and
reputation for premium quality service in order to cross-sell its services to
existing clients and to develop new long-term client relationships. The
Company also identifies industries that face increased competition, such as
telecommunications, insurance, banking, pharmaceuticals, consumer goods and
computer software, in which the Company can offer clients large-scale cost-
effective solutions on an outsourced basis.
 
  The Company formulates detailed annual marketing plans. These plans contain
objectives and milestones which are tracked regularly throughout the year. The
sales organization consists of a vice president of sales for each division
that manages a group of national account managers. A national account
manager's primary responsibility is to solicit business from new prospects and
to enhance existing client relationships. Commissions are paid on both new
sales and incremental revenues generated from existing clients to provide the
appropriate incentives for national account managers. Once a client campaign
is initiated, a client services account manager is responsible for the daily
management of the campaign.
 
COMPETITION
   
  The teleservices industry is highly fragmented and competitive. The
Company's competitors in the teleservices industry range from very small firms
catering to specialized applications and short-term projects to large
independent firms and the in-house operations of many clients and potential
clients. In addition, some of the Company's services compete with other forms
of marketing such as mail, television and radio. While the Company has various
competitors for each of its divisions, the Company believes that only a few
competitors currently have the capability to provide each of inbound,
automated voice-processing and outbound services. The Company believes that
the principal competitive factors in the teleservices industry are capacity,
flexibility of implementing customized solutions to clients' teleservices
needs, technological expertise and price.     
 
PROPRIETARY RIGHTS AND LICENSES
 
  The Company has made significant investments in the development of its
proprietary software systems and hardware platforms. The Company relies on a
combination of the protections provided by applicable copyright, trademark and
trade secret laws, as well as on confidentiality procedures, to establish and
protect its proprietary rights. The Company does not license any of its
software or hardware designs for use by others. Despite these precautions,
there can be no assurance that
 
                                      35

<PAGE>
 
   
misappropriation of the Company's proprietary software and hardware designs
will not occur. Although the Company believes that its intellectual property
rights do not infringe upon the proprietary rights of third-parties, there can
be no assurance that third-parties will not assert infringement claims against
the Company. Further, there can be no assurance that intellectual property
protection will be available in certain foreign countries should the Company
commence operations outside North America.     
 
GOVERNMENT REGULATION
 
  Teleservices sales practices are regulated at both the federal and state
level. The significant growth of the telemarketing industry in the 1980's
produced concern over the proliferation of unsolicited teleservices calls made
to private residences. In response, Congress passed the Telephone Consumer
Protection Act of 1991 (the "TCPA") as the first attempt at regulating the
telemarketing industry. The Federal Communications Commission ("FCC") enacted
rules pursuant to the TCPA in December 1992 which prohibit the initiation of
telephone solicitations to residential telephone subscribers before 8:00 a.m.
and after 9:00 p.m. and prohibit the use of automated telephone dialing
equipment to call certain telephone numbers. The FCC rules also require the
maintenance of a list of residential consumers that have stated that they do
not want to receive telephone solicitations to ensure that companies avoid
making calls to consumers on this list.
 
  In a further effort to combat telemarketing fraud, Congress also passed the
Federal Telemarketing Consumer Fraud and Abuse Act of 1994 ("TCFAA") which
authorized the Federal Trade Commission (the "FTC") to issue regulations
designed to prevent deceptive and abusive telemarketing acts and practices. In
1995, the FTC issued its new Telemarketing Sales Rule, which went into effect
in January 1996. The Telemarketing Sales Rule broadly defines telemarketing as
a plan, program or campaign conducted to induce the sale of goods, or services
through the use of one or more telephones and which involve more than one
interstate telephone call. The Telemarketing Sales Rule covers most outbound
telemarketing calls and certain inbound telemarketing calls. The Telemarketing
Sales Rule excludes from its coverage, among other things, (i) certain calls
initiated by customers in response to catalog offerings, (ii) calls initiated
by customers in response to mass media advertisements, except advertising
relating to investment opportunities, credit repair services, offers to
recover money lost in previous telemarketing transactions or solicitations
that represent a high likelihood of success in obtaining credit if a payment
in advance of obtaining credit is required, (iii) certain calls initiated by
customers in response to a direct mail solicitation, (iv) pay per call
services which are subject to the FTC's 900 Number Rule, and (v) business-to-
business calls except those involving the sale of nondurable office or
cleaning supplies. The Telemarketing Sales Rule sets forth certain mandatory
disclosures which must be made in connection with telephone sales, and
requires that records be kept for a period of two years. The Telemarketing
Sales Rule prohibits telemarketers from making any false or misleading
statements to induce any person to pay for goods or services, from using
threats, intimidation and profane or obscene language during calls, from
causing any telephone to ring repeatedly or continuously with intent to annoy,
abuse or harass any person and from engaging in other certain conduct. The
Telemarketing Sales Rule also imposes potential liability on companies
providing substantial assistance to those engaged in violations of the
Telemarketing Sales Rule.
 
  In addition to the FTC's new Telemarketing Sales Rule, there are numerous
state statutes and regulations governing telemarketing activities to which the
Company is subject. These statutes impose restrictions on auto-dialed recorded
message players, on solicitations initiated by or on behalf of the seller of
goods or services and on the monitoring of telephone calls of telemarketer
employees. Some states also require registration of any telemarketing campaign
prior to any solicitation or attempted solicitation in connection therewith
and impose certain mandatory disclosures which must be made during the course
of the telephone calls. A number of states also provide that a sale cannot be
final unless a written contract is delivered to and signed by the buyer and
may be canceled within three business days. At least one state also prohibits
telemarketers from requiring credit card payment. From
 
                                      36

<PAGE>
 
time to time, bills are introduced in Congress which, if enacted, would
regulate the use of credit information. The Company cannot predict whether
this legislation will be enacted and what effect, if any, it would have on the
Company or its industry.
 
  The FTC has also adopted regulations governing pay per call services (the
"900 Number Rule") pursuant to the Telephone Disclosure and Dispute Resolution
Act passed by Congress in 1992 ("TDDRA"). The 900 Number Rule prescribes the
content of advertising for such services, requires that certain introductory
disclosures be made (at no charge to the caller) and provides for the manner
and content of billing and collection for such services. The FCC supplements
this regulation by requiring that common carriers assign a telephone number to
a provider of interstate pay per call services and offer billing and
collection services to such a provider to assure compliance with the 900
Number Rule.
   
  The Telecommunications Act of 1996 also contains certain provisions which
may impact upon the Company. Because of abuses that arose from pay per call
services offering toll free numbers, the 1996 Act eliminated the tariffed
service exception from the pay per call rules and required the FCC to adopt
new and more stringent rules for the use of toll free numbers for pay per call
services. The FCC has proposed rules for the use of toll free numbers for pay
per call services. The FCC has proposed rules designed to restrict the use of
toll free numbers in connection with pay per call information programming.
Among the most significant changes to the toll free number rules are that
presubscription agreements now must be executed in writing, require the use of
a PIN or other identifier unique to the subscriber and provide subscribers
with a choice of billing method--direct remit, debit prepaid account phone
bill or credit or calling card. As an alternative, information providers may
charge information services provided via toll free numbers with a prepaid
account or debit, credit, charge or calling card if there is a preamble
disclosing the costs, the point when the charges begin and billing methods.
There are also corresponding disclosure requirements for soliciting
presubscription agreements and for consumers' billing statements.     
   
  The industries served by the Company are also subject to varying degrees of
government regulation. Generally, the Company relies on its clients and their
advisors to develop the scripts to be used by the Company in making consumer
solicitations. The Company generally requires its clients to indemnify the
Company against claims and expenses arising with respect to the Company's
services performed on its clients' behalf. The Company employees who complete
sales for insurance companies are required to be licensed by various state
insurance commissions and participate in regular continuing education
programs, which are currently provided in-house by the Company. A state
insurance department is reviewing certain practices and procedures used by the
Company. The Company is working with the insurance department to comply with
all regulations. The Company has never been held financially responsible, or
been assessed any penalty, in any material respect for regulatory
noncompliance. The Company may be subject to the payment of penalties in this
matter, but based on its experience in other states, its understanding of the
resolutions of similar reviews of other companies and the advice of legal
counsel, the Company believes that this matter is not likely to have a
material adverse effect on the Company.     
   
  The Company believes it is in compliance in all material respects with all
federal and state regulations. The Company specifically trains its marketing
representatives to handle calls in an approved manner, and maintains "do not
call" lists.     
 
  There can be no assurance, however, that the Company would not be subject to
regulatory challenge for a violation of federal or state law by any of its
clients.
 
LEGAL PROCEEDINGS
 
  From time to time, the Company is involved in litigation relating to claims
arising out of its operations in the normal course of business. Interactive
Corp. is a defendant in a case brought in the
 
                                      37

<PAGE>
 
   
United States District Court for the Southern District of Georgia, Augusta
Division, on September 12, 1991, captioned Lamar Andrews, individually and as
Representative of a Class of All Other Persons Similarly Situated, Plaintiff
v. American Telephone & Telegraph Company, et al., Defendants, No. CV 191-175.
The District Court certified a master class of all persons who paid for one or
more 900 number calls pertaining to programs offering sweepstakes, games of
chance, awards, cash or other prizes, gifts or information on unclaimed funds.
These calls were billed and collected by AT&T Corp. ("AT&T") and U.S. Sprint
Communications Company Limited Partnership ("Sprint"). The District Court also
certified a sub-class of those persons who paid, in the State of Georgia, for
one or more such calls billed and collected by AT&T or Sprint. The complaint
alleges that the programs at issue involved, among other things, acts of
unlawful gambling, mail fraud and wire fraud in violation of the Racketeer
Influenced and Corrupt Organizations Act ("RICO"), the Communications Act of
1934, the federal common law of communications and other state and federal
laws. Interactive Corp. provided interactive voice processing and billing
services to a customer which conducted some of the programs at issue in the
litigation. The billing services were provided through AT&T. The action seeks
recovery of treble damages (which amount has not been specified), punitive
damages, costs and attorneys' fees. The Company's potential liability and
expenses in this matter are not covered by insurance. On September 19, 1996,
the United States Court of Appeals for the Eleventh Circuit reversed the
District Court's order certifying the classes on the ground that the class
action would be unmanageable. The plaintiffs have sought a rehearing before
the Court of Appeals. The Company cannot predict the ultimate outcome of this
case or the magnitude of any potential damages or costs payable by the
Company. The Company believes that the decision by the United States Court of
Appeals is a favorable development and intends to vigorously contest the
claims made in this case.     
 
                                      38

<PAGE>
 

                                  MANAGEMENT
 
EXECUTIVE OFFICERS AND DIRECTORS
   
  The executive officers and directors of the Company and their ages as of
October 11, 1996 are as follows:     
 

<TABLE>   
<CAPTION>
NAME                                 AGE POSITION
- ----                                 --- --------
<S>                                  <C> <C>
Gary L. West........................  50 Chairman of the Board and Director(1)
                                         Vice Chair of the Board, Secretary and
Mary E. West........................  50 Director
Troy L. Eaden.......................  34 Chief Executive Officer and Director(1)
                                         President, Chief Operating Officer and
Thomas B. Barker....................  41 Director
Michael A. Micek....................  47 Chief Financial Officer and Vice
                                         President--Finance
Nancee R. Berger....................  36 President--Interactive Teleservices
John W. Erwin.......................  33 President--Direct Teleservices
Lee Waters..........................  37 Executive Vice President--Operator
                                         Teleservices
Mark Lavin..........................  39 Executive Vice President--Direct
                                         Teleservices
Joseph L. Bradley...................  41 Executive Vice President--Systems and
                                         Technology
Diane K. Ferris.....................  48 Chief Administrative Officer
</TABLE>
    
- --------
(1) Member of the Compensation Committee
 
  GARY L. WEST co-founded WATS Marketing of America ("WATS") in 1978 and
remained with that company until 1985. Mr. West joined the Company in July
1987 after the expiration of a noncompetition agreement with WATS. Mr. West
has served as Chairman of the Board since joining the Company. Mr. West and
Mary E. West are husband and wife.
 
  MARY E. WEST co-founded WATS and remained until December 1985. In January
1986, she and Mr. Eaden founded the Company. Mrs. West has served as Vice
Chair of the Company since 1987. Mrs. West and Mr. West are wife and husband.
 
  TROY L. EADEN co-founded the Company with Mrs. West in January 1986. He has
served as the principal executive of the Company since 1989 and has formally
held the title of Chief Executive Officer since March 1995. Mr. Eaden was
employed by WATS from May 1980 to December 1985.
 
  THOMAS B. BARKER joined the Company in 1991 as Executive Vice President of
Interactive. Mr. Barker was promoted to President and Chief Operating Officer
of the Company in March 1995. Prior to joining the Company, he served as
President and Chief Operating Officer of Cue Network Corp., a provider of
nationwide paging and satellite data distribution services.
 
  MICHAEL A. MICEK joined the Company in 1988 and was appointed to his current
position in 1990. Prior to joining the Company, Mr. Micek was a partner in the
accounting firm of Blackman and Micek, P.C. from 1983 to 1988 and was employed
by the accounting firm of Touche Ross from 1981 to 1983.
   
  NANCEE R. BERGER joined Interactive in 1989 as Manager of Client Services.
Ms. Berger was promoted to Vice President of Interactive in May 1994. She was
promoted to Executive Vice President of Interactive in March 1995, and to
President of Interactive Teleservices in October 1996. Before joining
Interactive, she was Senior Project Manager at Applied Communications, Inc.
    
                                      39

<PAGE>
 
   
  JOHN W. ERWIN joined the Company in 1988 as Executive Vice President of
Outbound. In March of 1995, Mr. Erwin became President--Direct Teleservices.
Prior to joining the Company, Mr. Erwin held a management position with Dial
America Marketing and a management and ownership position with Telcom
Communications Marketing, Inc., both of which provide outbound telemarketing
services.     
   
  LEE WATERS joined the Company in 1994 as a Vice President of Sales and
Marketing for Inbound and was promoted to Executive Vice President--Operator
Teleservices in 1996. Prior to joining the Company, he was employed by Federal
Express. From 1989 until 1992 at Federal Express, he was a District Sales
Manager of the Commonwealth District and in 1992 he became the Regional
Manager of the Catalog and Remail Services Division.     
   
  MARK LAVIN joined the Company in 1996 as Executive Vice President--Direct
Response TeleServices. From 1991 until 1996, he held various management
positions in reservation services for Radisson Hospitality Worldwide.     
 
  JOSEPH L. BRADLEY has been at the Company since its inception in 1986. Mr.
Bradley is Executive Vice President--Systems and Technology. Prior to joining
the Company, Mr. Bradley worked in information systems from 1982 to 1986 with
First Data Resources.
   
  DIANE K. FERRIS joined the Company in 1988 as Vice President of Operations--
Inbound. In February 1991, Ms. Ferris was promoted to Chief Administrative
Officer. Prior to joining the Company, Ms. Ferris was Vice President of
Administration and Corporate Planning for Mutual of Omaha Fund Management
Company.     
 
  The Board of Directors is divided into three classes. Within 90 days
following the closing of this Offering, the Company expects to increase the
size of the Board of Directors to add two independent directors. Effective
upon the closing of this Offering, the Board of Directors will be divided into
three classes. One class of directors is elected each year at the annual
meeting of stockholders for terms of office expiring after three years. The
terms of Thomas B. Barker and one of the independent directors will expire in
1997, the terms of Troy L. Eaden and Mary E. West will expire in 1998 and the
terms of Gary L. West and the other independent director will expire in 1999.
Each director serves until the expiration of his term and thereafter until his
successor is duly elected and qualified. Executive officers of the Company are
appointed by the Board of Directors on an annual basis.
 
BOARD COMMITTEES
   
  The Board of Directors has established a Compensation Committee, comprised
of Troy L. Eaden, Gary L. West and the two independent directors (the
"Compensation Committee"), which provides recommendations concerning salaries
and incentive compensation for employees of, and consultants to, the Company.
The Board of Directors will also establish an Audit Committee, which reviews
the results and scope of the annual audit of the Company's financial
statements conducted by the Company's independent accountants, the scope of
other services provided by the Company's independent accountants, proposed
changes in the Company's financial and accounting standards and principles,
and the Company's policies and procedures with respect to its internal
accounting, auditing and financial controls. The Audit Committee also makes
recommendations to the Board of Directors on the engagement of the independent
accountants as well as other matters which may come before the Audit Committee
or at the direction of the Board of Directors. The independent directors are
expected to comprise a majority of the members of the Audit Committee.     
 
DIRECTORS' ANNUAL COMPENSATION
 
  During the fiscal year ended December 31, 1995, members of the Board of
Directors received no directors' fees. The Company is obligated to reimburse
the members of the Board of Directors for all
 
                                      40

<PAGE>
 
   
reasonable expenses incurred in connection with their attendance at directors'
meetings. No director made any claim for reimbursement in fiscal 1995.
Following this Offering, members of the Board of Directors who are not
officers or employees of the Company will receive $2,000 per meeting plus
reasonable expenses incurred in connection with their attendance at directors'
meetings. Pursuant to the 1996 Stock Incentive Plan, these directors will be
granted options to acquire 2,000 shares of Common Stock as of the date of the
Offering or upon their first election to the Board of Directors. Each director
will also be granted options to purchase 1,000 additional shares as of each of
the Company's annual stockholders meetings provided that such director remains
a member of the Board of Directors at such time. The options will become
vested and exercisable one year from the date such options are granted.     
 
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
 
  The Compensation Committee will be composed of Troy L. Eaden, Gary L. West
and the two independent directors. See "Certain Transactions." During the
fiscal year ended December 31, 1995, the Company did not have a compensation
committee of the Board of Directors, and Troy L. Eaden made all executive
officer compensation decisions.
 

EXECUTIVE COMPENSATION
 
  The following table provides certain summary information concerning
compensation earned in the fiscal years ended December 31, 1995, 1994 and
1993, by the Company's chief executive officer and the four other most highly
compensated executive officers of the Company (collectively, the "Named
Executive Officers"). There were no stock options or stock appreciation rights
outstanding during the fiscal year ended December 31, 1995.
 
                          SUMMARY COMPENSATION TABLE
 

<TABLE>
<CAPTION>
                                        ANNUAL COMPENSATION
                                        --------------------
                                 FISCAL                           ALL OTHER
   NAME AND PRINCIPAL POSITION    YEAR  SALARY($)  BONUS($)   COMPENSATION($)(1)
   ---------------------------   ------ ---------- ---------  ------------------
   <S>                           <C>    <C>        <C>        <C>
   Troy L. Eaden...........       1995     234,493         0        2,850
    Chief Executive Officer       1994     181,262         0        2,205
    and Director                  1993     165,375         0        4,134
   Thomas B. Barker........       1995     293,284   223,845        2,850
    President, Chief Operat-
     ing                          1994     148,850   500,749        2,138
    Officer and Director          1993     141,750   163,552        4,497
   Michael A. Micek........       1995     126,827   125,000        2,850
    Chief Financial Officer,      1994     103,769   100,000        2,205
    Vice President--Finance       1993      94,692    48,000        2,955
   Lee Waters(2) ..........       1995      97,543   158,088            0
    Executive Vice Presi-
     dent--                       1994      63,575         0            0
    Operator Services Divi-
     sion                         1993         --        --           --
   Wayne Harper............       1995      60,000   170,431        2,850
    Vice President--              1994      60,000   187,060        2,187
    Sales and Marketing           1993      60,000     5,668            0
</TABLE>

- --------
   
(1) These amounts, if any, reflect matching contributions made by the Company
    on behalf of each Named Executive Officer pursuant to the Company's
    Employee 401(k) Retirement Plan and are in addition to the salary and
    bonus shown for each Named Executive Officer.     
(2) Amounts reported for Mr. Waters do not include any amounts for 1993 since
    Mr. Waters joined the Company in 1994.
 
                                      41

<PAGE>
 
   
 1996 STOCK INCENTIVE PLAN     
   
  As of September 24, 1996, the Board of Directors adopted the 1996 Stock
Incentive Plan and the stockholders approved the 1996 Plan. The purpose of the
1996 Stock Incentive Plan is to provide a means through which the Company may
attract competent persons to become directors of the Company and through which
the Company may attract able persons to enter and remain in the employ of the
Company. Eligible persons include those regularly employed by the Company,
directors and consultants.     
 
  The 1996 Stock Incentive Plan is administered by a Committee, as defined in
the 1996 Stock Incentive Plan (the "Committee"). Awards may be granted by the
Committee to eligible persons in the form of non-qualified stock options
("NQSOs"), incentive stock options (within the meaning of Section 422 of the
Internal Revenue Code), stock appreciation rights, restricted stock awards,
phantom stock unit awards, performance share unit awards and other stock bonus
awards ("Incentive Awards"). The 1996 Stock Incentive Plan also provides for
the automatic grant of NQSOs to all non-employee directors upon the
consummation of this Offering and upon each annual stockholders meeting.
   
  The aggregate number of shares of Common Stock that may be issued pursuant
to Incentive Awards under the 1996 Stock Incentive Plan may not exceed
9,499,500; provided, that share appreciation rights that are exercisable as an
alternative to an option will not be subject to the foregoing limitation.
Following the expiration of the applicable exemption provided for under
Section 162(m) of the Internal Revenue Code, the maximum number of shares
which may be the subject of options and stock appreciation rights granted in
any calendar year to an individual who is a "covered employee" within the
meaning of Section 162(m) of the Internal Revenue Code shall not exceed
1,000,000 shares.     
   
  In the event of a Change in Control of the Company (as defined in the 1996
Stock Incentive Plan), all Incentive Awards under the 1996 Stock Incentive
Plan will become immediately vested and exercisable. As of September 24, 1996,
Incentive Awards to purchase an aggregate of 3,634,900 shares of Common Stock
were issued and outstanding pursuant to the 1996 Stock Incentive Plan. All of
such awards were stock options issued in connection with this Offering, each
of which has an exercise price equal to the initial public offering price. It
is anticipated that the Company will file a registration statement on a Form
S-8 under the Securities Act of 1933, as amended, registering for the sale of
shares of Common Stock to be issued pursuant to the 1996 Stock Incentive Plan.
    
 EMPLOYMENT AGREEMENTS
   
  Pursuant to an employment agreement dated as of June 30, 1991, Troy L. Eaden
will direct the operations of the Company for an unspecified term. Mr. Eaden's
salary and bonus are determined annually by the Board of Directors. Mr.
Eaden's employment shall terminate upon certain events including Mr. Eaden's
death or disability, the sale of all or substantially all of the assets of the
Company, termination of employment by the Company for cause or without cause,
or Mr. Eaden's resignation. Upon termination of employment for any reason, the
Company shall pay Mr. Eaden all salary through the date of termination,
together with any bonuses declared by the Board of Directors with respect to
Mr. Eaden's services prior to the effective date of termination. Mr. Eaden
also agrees, for a period of two years following the termination of his
employment, not to engage in any business competing for the customers or
accounts of the Company and not to induce or attempt to induce any person
employed by the Company at the time of Mr. Eaden's termination to leave his
employment or agency with the Company.     
   
  Thomas B. Barker, Michael A. Micek, Lee Waters and Wayne Harper serve the
Company pursuant to employment agreements dated as of January 1, 1996 for
Messrs. Barker, Micek and Harper and June 25, 1996 for Mr. Waters
(collectively referred to as the "Effective Date"). The initial term of     
 
                                      42

<PAGE>
 
   
Messrs. Barker's, Micek's and Waters' agreement is two years and the initial
term of Mr. Harper's agreement is one year. Each agreement will be
automatically renewed, subject to prior termination, for successive one-year
periods on the second anniversary for Messrs. Barker, Micek and Waters and on
the first anniversary for Mr. Harper of the respective Effective Date and each
anniversary thereafter unless either party gives notice of non-renewal. These
agreements provide, respectively, for the employment of Mr. Barker as
President and Chief Operating Officer of the Company, for Mr. Micek as Chief
Financial Officer of the Company, for Mr. Waters as Executive Vice President
and for Mr. Harper as Vice President of Sales. Under the respective
agreements, Mr. Barker's base salary is $200,000 per year, Mr, Micek's base
salary is $140,000 per year, Mr. Water's base salary is $150,000 per year and
Mr. Harper's base salary is $80,000 per year. The agreements also provide for
an annual bonus determined at the discretion of the Board of Directors. In the
event of Mr. Barker's, Mr. Micek's, Mr. Waters' or Mr. Harper's death,
termination for cause or without cause or resignation, the Company will pay
any salary earned through the date of termination, any bonus earned at the end
of the month immediately preceding the date of termination and all vested
benefits, if any, as of the date of termination. In the event of a termination
without cause or resignation, the employment agreements provide for Messrs.
Barker, Micek, Waters and Harper to remain as consultants to the Company for
at least twenty-four months following termination of employment. If Mr.
Barker, Mr. Micek, Mr. Waters or Mr. Harper is terminated for cause, the
Company, in its sole discretion, may elect to retain such executive as a
consultant. During the consulting period, the executive will only be paid his
annual base salary.     
 

                             CERTAIN TRANSACTIONS
 
REORGANIZATION AND TERMINATION OF S CORPORATION STATUS
   
  Prior to the closing of this Offering, each of the stockholders of Inbound
Corp., Interactive Corp. and Outbound Corp. will exchange the capital stock of
such company owned by such stockholder for shares of Common Stock pursuant to
the Reorganization such that each of the foregoing companies will become
wholly owned subsidiaries of the Company. Simultaneously, the stockholders of
IBS and Canada will transfer their shares of capital stock of IBS and Canada
to Interactive Corp. for nominal consideration pursuant to the Reorganization
such that each of the foregoing companies will become wholly owned
subsidiaries of Interactive Corp.     
   
  Prior to the Reorganization, Gary L. West and Mary E. West beneficially
owned in the aggregate greater than 73.0%, and Troy L. Eaden beneficially
owned 15.0%, of the outstanding shares of common stock of each of the
foregoing companies. Following consummation of the Reorganization but prior to
this Offering, Gary L. West and Mary E. West will beneficially own in the
aggregate approximately 80.1%, and Troy L. Eaden will beneficially own
approximately 15.0%, of the shares of Common Stock of the Company.     
   
  The Company does not intend to make any changes to the management of the
Company nor consolidate the operation of the businesses in connection with the
Reorganization. Inbound Corp. provides inbound operator teleservices,
Interactive Corp. provides automated voice response teleservices, Outbound
Corp. provides outbound direct teleservices, IBS provides billing and
collecting services to local exchanges with respect to pay per call events and
Canada provides large volume automated voice response services within the
territory of Canada. The Company does not intend to change the operations of
these companies in connection with the Reorganization. See "Business--
Description of Services."     
   
  Each of the West Affiliates has made periodic distributions to its existing
stockholders in amounts approximately equal to the stockholders' corresponding
tax liabilities associated with the Company's earnings plus amounts
representing a portion of retained earnings. The West Affiliates made
aggregate distributions of $5.4 million, $8.1 million, $10.5 million, $16.0
million and $25.1 million for the years ended December 31, 1991, 1992, 1993,
1994 and 1995, respectively, and $30.4 million     
 
                                      43

<PAGE>
 
   
through September 30, 1996. On October 31, 1996, each of the West Affiliates
declared the First Dividend. The First Dividend was equal to retained earnings
as of September 30, 1996, to the extent such retained earnings have not
previously been distributed, along with a distribution representing a return
of additional paid-in capital contributed by the West Affiliates' existing
stockholders. Each of the West Affiliates has paid its portion of the First
Dividend to each of its stockholders in cash or through the Stockholders
Notes. The First Dividend was equal to approximately $45.9 million, of which
approximately $2.0 million was paid in cash and approximately $43.9 million
was paid through the Stockholders Notes. The Company estimates that the
Stockholders Notes will be paid by a portion of the net proceeds to be
received by the Company from this Offering. Prior to the closing of the
Reorganization, each of the West Affiliates intends to declare the Second
Dividend. The Second Dividend will be equal to the Company's estimate of the
West Affiliates' retained earnings prior to conversion of each of the West
Affiliates to a C Corporation, to the extent such retained earnings have not
previously been distributed, along with a distribution representing a return
of additional paid-in capital contributed by the West Affiliates' existing
stockholders. The Company estimates that the Second Dividend will equal
approximately $6.0 million as of the Termination Date. Each of the West
Affiliates will pay its portion of the Second Dividend to its stockholders in
cash. The Company estimates that the Second Dividend will be paid from the
West Affiliates' existing working capital.     
   
  The Termination Date will occur not later than the date immediately prior to
the date of the closing of this Offering. Subsequent to the Termination Date,
neither the Company nor any of the West Affiliates will be an S Corporation
and, accordingly, each will be subject to federal and state income taxes.
Other than payment of the Stockholder Notes, upon closing of this Offering,
the Company will have no liabilities with respect to distributions to the West
Affiliates, the IBS or the Canada stockholders except as set forth in this
section.     
   
  In addition, each of the West Affiliates, as a result of termination of its
S Corporation status, will record its portion of the Deferred Tax Liability
effective upon the Termination Date. The amount of the Deferred Tax Liability
would have been approximately $2.1 million if the Termination Date had been
September 30, 1996, but the actual amount will be adjusted to reflect the
effect of the Company's actual operating results through the Termination Date.
    
LEASE OF 9910 MAPLE STREET FACILITY
   
  The Company leases a building located at 9910 Maple Street, Omaha, Nebraska,
which houses its corporate headquarters. The building has 42,000 square feet
of leasable space and is situated on a parcel of land of approximately 4.4
acres. This building is owned by 99-Maple Partnership, a partnership owned and
controlled by Gary L. West, the Company's Chairman of the Board, and Mary E.
West, the Company's Vice Chair of the Board. This lease commenced on April 1,
1988, and was renewed on September 1, 1994, for a term of ten years. For the
period commencing September 1, 1996, and ending August 31, 1997, the rent is
$59,600 per month, which rent increases each year thereafter at a rate of
approximately six percent. For the period commencing September 1, 2003, and
ending August 31, 2004, the rent will be $89,635 per month. In addition to
payment of rent, the Company is obligated to pay all taxes, insurance and
maintenance pertaining to the building.     
 
REGISTRATION RIGHTS
 
  The Company, Gary L. West, Mary E. West, Troy L. Eaden and each of the
former stockholders of the West Affiliates will enter into a Registration
Rights Agreement (the "Registration Rights Agreement") as of the closing of
the Reorganization, which, among other things, will provide that upon the
request of Gary L. West, Mary E. West or Troy L. Eaden, the Company will
register under the Securities Act any of the shares of Common Stock currently
held by or acquired in the future by the foregoing (a "Demand Registration").
Gary L. West and Mary E. West, collectively, and Troy L. Eaden,
 
                                      44

<PAGE>
 
   
individually, each will have the right to request four Demand Registrations.
Each of the foregoing and each of the seven other former stockholders of the
West Affiliates will have the right, which may be exercised at any time and
from time to time in the future, to include the shares of Common Stock held by
him or her in certain other registrations of Common Stock initiated by the
Company on its own behalf or on behalf of its stockholders. Following
consummation of this Offering, Gary L. West and Mary E. West will beneficially
own in the aggregate approximately 45,451,263 shares of Common Stock, Troy L.
Eaden will beneficially own approximately 8,516,250 shares of Common Stock,
and the seven other former stockholders of the West Affiliates will
beneficially own approximately 2,807,487 shares of Common Stock. Each of their
rights under the Registration Rights Agreement is transferable. In addition,
each of the foregoing has agreed to pay his or her pro rata share of certain
costs and expenses in connection with each registration of its shares of
Common Stock.     
   
WEST TELEMARKETING INSURANCE AGENCY     
   
  West Telemarketing Insurance Agency, Inc. ("West Insurance") is a Texas
corporation which is wholly-owned by John W. Erwin, the Company's President of
Direct Teleservices. West Insurance is a licensed insurance agency formed in
June 1996 under the laws of Texas to service a client of Outbound Corp. in the
insurance industry. These arrangements are set forth in a Personnel Company
Subscriber Service Agreement, dated as of November 12, 1996. Outbound Corp.
pays hourly fees to West Insurance for its agents' services, which fees have
averaged since July 1, 1996 approximately $162,420 per month. Neither West
Insurance nor Mr. Erwin has made any profit in connection with this
arrangement and neither is expected to do so in the future. Mr. Erwin entered
into a Stock Redemption Agreement, dated April 19, 1996, with Gary L. West,
Mary E. West and Troy L. Eaden restricting the transfer of his West Insurance
stock and providing for the option by the Wests and Mr. Eaden to acquire his
West Insurance stock in the event of his death, disability or termination of
employment with West Insurance or at any other time they desire. This Stock
Redemption Agreement has been assigned to the Company by the Wests and Mr.
Eaden, effective upon the closing of this Offering pursuant to an Assignment
and Assumption Agreement, dated as of November 12, 1996.     
   
SALE OF ASSET     
   
  Inbound Corp. sold its 12.5% undivided interest in an aircraft to Troy L.
Eaden, a director and the Company's Chief Executive Officer, pursuant to a
Bill of Sale and Assignment dated October 30, 1996, for $642,208. This price
was determined by Michael A. Micek, Chief Financial Officer of the Company,
and represents the value of the asset as it was carried on the financial
statements of the Company. Inbound Corp. purchased the interest for $755,000
from Executive Jet Sales, Inc. pursuant to a Purchase Agreement, dated March
14, 1996.     
 
WESTS' NOTE
   
  In 1995, Interactive Corp. repaid a note in the amount of $975,000 to two of
its stockholders, Gary L. West and Mary E. West.     
 
                                      45

<PAGE>
 
                            PRINCIPAL STOCKHOLDERS
   
  The following table sets forth as of September 30, 1996, certain information
regarding beneficial ownership of Common Stock adjusted pro forma to give
effect to the Reorganization by (i) each stockholder known by the Company to
be a beneficial owner of more than five percent of the Common Stock, (ii) each
of the Company's directors and Named Executive Officers, and (iii) the
directors and executive officers as a group. Except as otherwise specified,
each person in the table has sole voting and investment power as to the shares
owned. The address of each person is the Company's principal executive office,
9910 Maple Street, Omaha, Nebraska 68134.     
 

<TABLE>   
<CAPTION>
                             BENEFICIAL OWNERSHIP
                             AFTER REORGANIZATION
                                      BUT             BENEFICIAL OWNERSHIP
                             PRIOR TO OFFERING(1)        AFTER OFFERING
                             ------------------------ ------------------------
NAME OF BENEFICIAL OWNER       SHARES      PERCENTAGE   SHARES      PERCENTAGE
- ------------------------     ----------    ---------- ----------    ----------
<S>                          <C>           <C>        <C>           <C>
Gary L. West(2)............. 45,451,263(1)    80.1%   45,451,263(1)    72.8%
Mary E. West(2)............. 45,451,263(1)    80.1    45,451,263(1)    72.8
Troy L. Eaden...............  8,516,250       15.0     8,516,250(3)    13.6
Thomas B. Barker............        --          *            --          *
Michael A. Micek............        --          *            --          *
Lee Waters..................        --          *            --          *
Wayne Harper................        --          *            --          *
All directors and executive
 officers as a group
 (11 persons)............... 54,959,533(1)    96.8    54,959,533(1)    88.0
</TABLE>
    
- --------
*  Less than 1%
(1) Under the rules of the Securities and Exchange Commission, shares are
    deemed to be "beneficially owned" by a person if such person directly or
    indirectly has or shares (i) the power to vote or dispose of such shares
    whether or not such person has any pecuniary interest in such shares, or
    (ii) the right to acquire the power to vote or dispose of such shares
    within 60 days, including any right to acquire through the exercise of any
    option, warrant or right.
(2) Shares of Common Stock held by Gary L. West and Mary E. West are held in
    joint tenancy with right of survivorship. Voting power of these shares is
    shared between them.
   
(3) Includes 1,516,250 shares of Common Stock held by the Eaden Family Limited
    Partnership (the "Eaden Partnership"), of which Mr. Eaden is a general
    partner. Such shares were transferred by Mr. Eaden to the Eaden
    Partnership following consummation of the Reorganization and prior to the
    closing of this Offering.     
 
                                      46

<PAGE>
 

                         DESCRIPTION OF CAPITAL STOCK
 
GENERAL
   
  The authorized capital stock of the Company consists of 200,000,000 shares
of Common Stock and 10,000,000 shares of Preferred Stock. As of November 11,
1996, there were 1,000 shares of Common Stock outstanding held of record by
two persons and no shares of Preferred Stock outstanding. Upon consummation of
the Reorganization, there will be 56,775,000 shares of Common Stock
outstanding held of record by eight persons and no shares of Preferred Stock
outstanding. Upon the closing of this Offering, there will be 62,475,000
shares of Common Stock outstanding and no shares of Preferred Stock
outstanding.     
 
COMMON STOCK
 
  Holders of Common Stock are entitled to one vote per share in all matters to
be voted on by the stockholders and do not have cumulative voting rights.
Subject to preferences that may be applicable to any Preferred Stock
outstanding at the time, holders of Common Stock are entitled to receive
ratably such dividends, if any, as may be declared from time to time by the
Board of Directors out of funds legally available therefor. See "Dividend
Policy." In the event of a liquidation, dissolution or winding up of the
Company, holders of Common Stock are entitled to share ratably in all assets
remaining after payment of the Company's liabilities and the liquidation
preference, if any, of any outstanding Preferred Stock. All of the outstanding
shares of Common Stock are, and the shares offered by the Company in this
Offering will be, when issued and paid for, fully paid and non-assessable.
Holders of Common Stock have no preemptive, subscription, redemption or
conversion rights. The rights, preferences and privileges of holders of Common
Stock are subject to, and may be adversely affected by, the rights of the
holders of shares of any series of Preferred Stock which the Company may
designate and issue in the future.
 
PREFERRED STOCK
 
  Effective upon the closing of this Offering, the Board of Directors will
have the authority, without any further vote or action by the stockholders, to
provide for the issuance of up to 10,000,000 shares of Preferred Stock from
time to time in one or more series with such designations, rights, preferences
and limitations as the Board of Directors may determine, including the
consideration received therefor. The Board also has the authority to determine
the number of shares comprising each series, dividend rates, redemption
provisions, liquidation preferences, sinking fund provisions, conversion
rights and voting rights without approval by the holders of Common Stock.
Although it is not possible to state the effect that any issuance of Preferred
Stock might have on the rights of holders of Common Stock, the issuance of
Preferred Stock may have one or more of the following effects: (i) to restrict
Common Stock dividends if Preferred Stock dividends have not been paid, (ii)
to dilute the voting power and equity interest of holders of Common Stock to
the extent that any Preferred Stock series has voting rights or is convertible
into Common Stock or (iii) to prevent current holders of Common Stock from
participating in the distribution of the Company's assets upon liquidation
until any liquidation preferences granted to holders of Preferred Stock are
satisfied. In addition, the issuance of Preferred Stock may, under certain
circumstances, have the effect of discouraging a change in control of the
Company by, for example, granting voting rights to holders of Preferred Stock
that require approval by the separate vote of the holders of Preferred Stock
for any amendment to the Restated Certificate or any reorganization,
consolidation, merger or other similar transaction involving the Company. As a
result, the issuance of such Preferred Stock may discourage bids for the
Common Stock at a premium over the market price therefor, and could have a
materially adverse effect on the market value of the Common Stock. The Board
of Directors does not presently intend to issue any shares of Preferred Stock.
See "Risk Factors--Certain Anti-Takeover Considerations."
 
                                      47

<PAGE>
 
REGISTRATION RIGHTS
   
  The Company, Gary L. West, Mary E. West, Troy L. Eaden and each of the
former stockholders of the West Affiliates will enter into the Registration
Rights Agreement as of the closing of the Reorganization, which, among other
things, will provide that upon the request of Gary L. West, Mary E. West or
Troy L. Eaden, the Company will register under the Securities Act any of the
shares of Common Stock currently held by or acquired in the future by the
foregoing. Gary L. West and Mary E. West, collectively, and Troy L. Eaden,
individually, each will have the right to request four Demand Registrations.
Each of the foregoing and each of the seven other former stockholders of the
West Affiliates will have the right, which may be exercised at any time and
from time to time in the future, to include the shares of Common Stock held by
him or her in certain other registrations of Common Stock initiated by the
Company on its own behalf or on behalf of its stockholders. Following
consummation of the Reorganization and this Offering, Gary L. West and Mary E.
West will beneficially own in the aggregate approximately 45,451,263 shares of
Common Stock, Troy L. Eaden will beneficially own approximately 8,516,250
shares of Common Stock, and the seven other former stockholders of the West
Affiliates will beneficially own in the aggregate approximately 2,807,487
shares of Common Stock. Each of their rights under the Registration Rights
Agreement is transferable. In addition, each of the foregoing has agreed to
pay his or her pro rata share of certain costs and expenses in connection with
each registration of its shares of Common Stock.     
 
LIMITATIONS ON DIRECTORS' LIABILITY
 
  The Company's Restated Certificate of Incorporation (the "Restated
Certificate") and By-laws, which will go into effect upon the closing of this
Offering, limit the liability of directors to the maximum extent permitted by
Delaware law. Delaware law provides that directors of a corporation will not
be personally liable for monetary damages for breach of their fiduciary duties
as directors, including gross negligence, except liability for (i) breach of
the directors' duty of loyalty, (ii) acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of the law, (iii)
the unlawful payment of a dividend or unlawful stock purchase or redemption
and (iv) any transaction from which the director derives an improper personal
benefit. This provision of the Company's Restated Certificate has no effect on
the availability of equitable remedies such as injunction or rescission.
 
  These provisions will not limit liability under state or federal securities
laws. The Company believes that these provisions will assist the Company in
attracting and retaining qualified individuals to serve as directors.
 
RESTATED CERTIFICATE AND BY-LAW PROVISIONS AFFECTING CHANGE IN CONTROL
 
  The Restated Certificate and By-laws include certain provisions which are
intended to enhance the likelihood of continuity and stability in the
composition of the Board of Directors and which may have the effect of
delaying, deterring or preventing a future takeover or change in control of
the Company unless such takeover or change in control is approved by the Board
of Directors. Such provisions may also render the removal of the directors and
management more difficult. The Restated Certificate provides that the Board of
Directors of the Company be divided into three classes serving staggered
three-year terms. The Restated By-laws include restrictions on who may call a
special meeting of stockholders and contain an advance notice procedure with
regard to the nomination, other than by or at the direction of the Board of
Directors, of candidates for election as directors and with regard to certain
matters to be brought before an annual meeting of stockholders of the Company.
 
SECTION 203 OF THE DELAWARE GENERAL CORPORATION LAW
 
  The Company is subject to the provisions of Section 203 of the Delaware
General Corporation Law ("Section 203"). Under Section 203, certain "business
combinations" between a Delaware corporation whose stock is publicly traded or
held of record by more than 2,000 stockholders and an
 
                                      48

<PAGE>
 
"interested stockholder" are prohibited for a three-year period following the
date that such a stockholder became an interested stockholder, unless (i) the
corporation has elected in its original certificate of incorporation not to be
governed by Section 203 (the Company did not make such an election), (ii) the
transaction in which the stockholder became an interested stockholder or the
business combination was approved by the Board of Directors of the corporation
before the other party to the business combination became an interested
stockholder, (iii) upon consummation of the transaction that made it an
interested stockholder, the interested stockholder owned at least 85% of the
voting stock of the corporation outstanding at the commencement of the
transaction (excluding voting stock owned by directors who are also officers
or held in employee benefit plans in which the employees do not have a
confidential right to tender or vote stock held by the plan) or (iv) the
business combination was approved by the Board of Directors of the corporation
and ratified by two-thirds of the voting stock which the interested
stockholder did not own. The term "business combination" is defined generally
to include mergers or consolidations between a Delaware corporation and an
"interested stockholder," transactions with an "interested stockholder"
involving the assets or stock of the corporation or its majority-owned
subsidiaries and transactions which increase an "interested stockholder's"
percentage ownership of stock. The term "interested stockholder" is defined
generally as a stockholder who, together with affiliates and associates, owns
(or, within three years prior, did own) 15% or more of a Delaware
corporation's voting stock. Section 203 could prohibit or delay a merger,
takeover or other change in control of the Company and therefore could
discourage attempts to acquire the Company.
 
TRANSFER AGENT AND REGISTRAR
   
  The Transfer Agent and Registrar of the Company's Common Stock is First
Chicago Trust Company of New York.     
 
                        SHARES ELIGIBLE FOR FUTURE SALE
   
  Upon the closing of the Offering, the Company will have outstanding
62,475,000 shares of Common Stock, assuming no exercise of the Underwriters'
over-allotment option. In addition, the Company will have reserved additional
shares of Common Stock for issuance pursuant to the 1996 Stock Incentive Plan.
Of such outstanding shares, the shares sold in connection with the Offering
will be freely tradeable in the United States without restriction under the
Securities Act, except that shares purchased by an "affiliate" of the Company,
within the meaning of the rules and regulations adopted under the Securities
Act, may be subject to resale restrictions. The remaining outstanding shares
are "restricted securities," as that term is defined under such rules and
regulations, and may not be sold unless they are registered under the
Securities Act or they are sold in accordance with Rule 144 under the
Securities Act or some other exemption from such registration requirement.
       
  The Company and certain of its executive officers and directors have agreed
that, for a period of 180 days after the date of this Prospectus (the "lock-up
period"), they will not dispose of any shares of Common Stock or securities
convertible or exchangeable into or exercisable for any shares of Common Stock
without the prior written consent of Goldman, Sachs & Co., except under
limited circumstances. Upon expiration of the lock-up period, 53,967,513
shares of Common Stock will become eligible for sale in the public market,
subject to the provisions of Rule 144 under the Securities Act. Such shares,
however, will not become eligible for sale in the public market under Rule 144
as currently in effect and interpreted by the staff of the Commission until
   , 1998.     
   
  In general, under Rule 144, subject to certain conditions with respect to
the manner of sale, the availability of current public information concerning
the Company and other matters, each of the existing stockholders who has
beneficially owned shares of Common Stock for at least two years will be
entitled to sell within any three-month period that number of such shares
which does not exceed the greater of one percent of the total number of then
outstanding shares of Common Stock or the     
 
                                      49

<PAGE>
 
average weekly trading volume of shares of Common Stock during the four
calendar weeks preceding the date on which notice of the proposed sale is sent
to the Commission. Moreover, each of the existing stockholders who is not
deemed to be an affiliate of the Company at the time of the proposed sale and
who has beneficially owned his or her shares of Common Stock for at least
three years will be entitled to sell such shares under Rule 144 without regard
to such volume limitations.
   
  The Company intends to file a registration statement under the Securities
Act to register approximately 3,634,900 shares of Common Stock reserved for
issuance under the 1996 Stock Incentive Plan, and 5,864,600 shares of Common
Stock to be reserved for future issuance under the 1996 Stock Incentive Plan,
thus permitting the resale of shares issued under the 1996 Stock Incentive
Plan by non-affiliates in the public market without restriction under the
Securities Act, subject to vesting and, in certain cases, subject to the lock-
up period. Such registration statement is expected to become effective
immediately upon filing. In addition, the Company has granted certain
registration rights to, among others, Gary L. West, Mary E. West and Troy L.
Eaden. See "Management Executive Compensation--1996 Stock Incentive Plan",
"Certain Transactions--Registration Rights" and "Description of Capital
Stock--Registration Rights."     
 
  Prior to this Offering, there has been no public market for the Common
Stock. No assurance can be given that such a market will develop or, if it
develops, will be sustained after the Offering or that the purchasers of the
shares of Common Stock will be able to resell such shares of Common Stock at a
price higher than the initial public offering price or otherwise. If such a
market develops, no prediction can be made as to the effect, if any, that
future sales of shares of Common Stock, or the availability of shares of
Common Stock for future sale, to the public will have on the market price of
the Common Stock prevailing from time to time. Sales of substantial amounts of
presently outstanding or subsequently issued Common Stock, or the perception
that such sales could occur, could adversely affect prevailing market prices
for the Common Stock and could impair the Company's ability to raise capital
in the future through an offering of its additional shares of Common Stock
that may be offered for sale or sold to the public in the future.
 

                                 UNDERWRITING
 
  Subject to the terms and conditions set forth in the underwriting agreement,
the Company has agreed to sell to each of the Underwriters named below, and
each of such Underwriters, for whom Goldman, Sachs & Co., Salomon Brothers Inc
and Smith Barney Inc. are acting as representatives, has severally agreed to
purchase from the Company the number of shares of Common Stock set forth
opposite its name below:
 

<TABLE>     
<CAPTION>
                                                                       NUMBER OF
                                UNDERWRITER                             SHARES
                                -----------                            ---------
   <S>                                                                 <C>
   Goldman, Sachs & Co................................................
   Salomon Brothers Inc...............................................
   Smith Barney Inc...................................................
 
 
 
                                                                       ---------
         Total........................................................ 5,700,000
                                                                       =========
</TABLE>
    
 
  Under the terms and conditions of the underwriting agreement, the
Underwriters are committed to take and pay for all of the shares offered
hereby, if any are taken.
 
  The Underwriters propose to offer the shares of Common Stock in part
directly to the public at the initial public offering price set forth on the
cover page of this Prospectus, and in part to certain
 
                                      50

<PAGE>
 
securities dealers at such price less a concession of $    per share. The
Underwriters may allow, and such dealers may reallow, a concession not in
excess of $    per share to certain brokers and dealers. After the shares of
Common Stock are released for sale to the public, the offering price and other
selling terms may from time to time be varied by the representatives.
   
  The Company has granted the Underwriters an option exercisable for 30 days
after the date of this Prospectus to purchase up to an aggregate 855,000
additional shares of Common Stock solely to cover over-allotments, if any. If
the Underwriters exercise their over-allotment option, the underwriters have
severally agreed, subject to certain conditions, to purchase approximately the
same percentage thereof that the number of shares to be purchased by each of
them, as shown in the foregoing table, bears to the      shares of Common
Stock offered.     
 
  The Company and Gary L. West and Mary E. West have agreed that, during the
period beginning from the date of this Prospectus and continuing to and
including the date 180 days after the date of this Prospectus, they will not
offer, sell, contract to sell or otherwise dispose of any securities of the
Company (other than pursuant to employee stock option plans existing, or on
the conversion or exchange of convertible or exchangeable securities
outstanding, on the date of this Prospectus) which are substantially similar
to the share of Common Stock or which are convertible or exchangeable into
securities which are substantially similar to the shares of Common Stock,
without the prior written consent of the representatives.
 
  The representatives of the Underwriters have informed the Company that they
do not expect sales to accounts over which the Underwriters exercise
discretionary authority to exceed five percent of the total number of shares
of Common Stock offered by them.
 
  Prior to this Offering, there has been no public market for the Shares. The
initial public offering price will be negotiated among the Company and the
representatives. Among the factors to be considered in determining the initial
public offering price of the Common Stock, in addition to prevailing market
conditions, will be the Company's historical performance, estimates of the
business potential and earnings prospects of the Company, an assessment of the
Company's management and the consideration of the above factors in relation to
market valuation of companies in related businesses.
   
  The Common Stock has been approved for quotation on the Nasdaq National
Market under the symbol "WTSC".     
 
  The Company and Gary L. West and Mary E. West have agreed to indemnify the
several Underwriters against certain liabilities, including liabilities under
the Securities Act of 1933.
 

                                 LEGAL MATTERS
 
  The validity of the Common Stock offered hereby will be passed upon for the
Company by Willkie Farr & Gallagher, New York, New York. Certain legal matters
relating to the offering will be passed upon for the Underwriters by Kirkland
& Ellis, Chicago, Illinois.
 

                                    EXPERTS
   
  The financial statements as of September 30, 1996, December 31, 1995 and
1994, for the nine months ended September 30, 1996 and for each of the three
years in the period ended December 31, 1995 included in this Prospectus and
the related financial statement schedules included elsewhere in the
Registration Statement have been audited by Deloitte & Touche LLP, independent
auditors, as stated in their reports appearing herein and elsewhere in the
registration statement, and have been so included in reliance upon the reports
of such firm given upon their authority as experts in accounting and auditing.
    
                                      51

<PAGE>
 
                            ADDITIONAL INFORMATION
 
  The Company has filed with the Commission under the Securities Act a
Registration Statement with respect to the Common Stock offered hereby. This
Prospectus, which is part of the Registration Statement, does not contain all
of the information set forth in the Registration Statement in accordance with
the rules and regulations of the Commission. For further information with
respect to the Company and the Common Stock, reference is hereby made to the
Registration Statement and such exhibits and schedules filed as a part
thereof, which may be inspected, without charge, at the public reference
facilities maintained by the Commission at 450 Fifth Street, N.W., Washington,
D.C. 20549 and at the Commission's Regional Offices in New York (7 World Trade
Center, New York, New York 10007) and Chicago (Suite 1400, Northwestern Atrium
Center, 500 West Madison Street, Chicago, Illinois 60611). Copies of such
material can be obtained from the public reference of the Commission at
prescribed rates by writing to 450 Fifth Street, N.W., Washington, D.C. 20549.
The Registration Statement may also be accessed electronically on the
Commission's World Wide Web site (http://www.sec.gov). Copies of the
Registration Statement may also be inspected at the offices of Nasdaq
Operations, 1735 K Street, N.W., Washington, D.C. 20006.
   
  The Company intends to distribute to its stockholders annual reports
containing audited financial statements and quarterly reports containing
unaudited interim financial information for the first three quarters of each
fiscal year of the Company.     
 
                                      52

<PAGE>
 

                         INDEX TO FINANCIAL STATEMENTS
 

<TABLE>   
<S>                                                                         <C>
West TeleServices Corporation and Subsidiaries:
  Independent Auditors' Report............................................. F-2
  Consolidated balance sheets, December 31, 1994 and 1995 and September 30,
   1996.................................................................... F-3
  Consolidated statements of operations, years ended December 31, 1993,
   1994 and 1995 and the nine months ended September 30, 1995 (unaudited)
   and 1996................................................................ F-4
  Consolidated statements of stockholders' equity, years ended December 31,
   1993, 1994 and 1995 and the nine months ended September 30, 1996........ F-5
  Consolidated statements of cash flows, years ended December 31, 1993,
   1994 and 1995 and the nine months ended September 30, 1995 (unaudited)
   and 1996................................................................ F-6
  Notes to consolidated financial statements............................... F-7
</TABLE>
    
 
                                      F-1

<PAGE>
 

                         INDEPENDENT AUDITORS' REPORT
   
Board of Directors and Stockholders West TeleServices Corporation  and
Subsidiaries Omaha, Nebraska     
   
  We have audited the accompanying consolidated balance sheets of West
TeleServices Corporation and Subsidiaries as of December 31, 1994 and 1995 and
September 30, 1996 and the related consolidated statements of operations,
stockholders' equity and cash flows for each of the three years in the period
ended December 31, 1995 and the related statements of operations,
stockholders' equity and cash flows for the nine months ended September 30,
1996. These financial statements are the responsibility of the Companies'
management. Our responsibility is to express an opinion on these financial
statements based on our audits.     
 
  We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
   
  In our opinion, such consolidated financial statements present fairly, in
all material respects, the financial position of West TeleServices Corporation
and Subsidiaries as of December 31, 1994 and 1995 and September 30, 1996, and
the results of their operations and their cash flows for each of the three
years in the period ended December 31, 1995 and the nine months ended
September 30, 1996, in conformity with generally accepted accounting
principles.     
 
DELOITTE & TOUCHE LLP
 
Omaha, Nebraska
   
November 5,1996, (November  , 1996 as to Note J)     

 
                                   *********
   
  The accompanying consolidated financial statements retroactively reflect the
formation of West TeleServices Corporation and its combination with five
interrelated predecessor businesses previously under common control and
management, which is to be effected prior to the effective date of this
Registration Statement. The above opinion is in the form which will be signed
by Deloitte & Touche LLP upon consummation of such combination, which is
described in Note J of Notes to Consolidated Financial Statements, and
assuming that, from November 5, 1996 to the date of the combination, no other
events shall have occurred that would effect the accompanying consolidated
financial statements and notes thereto.     
   
/s/ Deloitte & Touche LLP     
 
DELOITTE & TOUCHE LLP
 
Omaha, Nebraska
November 10, 1996
 
                                      F-2

<PAGE>
 
                 
              WEST TELESERVICES CORPORATION AND SUBSIDIARIES     
                           
                        CONSOLIDATED BALANCE SHEETS     
                             (AMOUNTS IN THOUSANDS)
 

<TABLE>   
<CAPTION>
                                          DECEMBER 31,
                                        -----------------      SEPTEMBER 30,
                                         1994      1995             1996
                                        -------  --------  ----------------------
                                                           HISTORICAL PRO FORMA
                                                           ---------- -----------
                                                                      (UNAUDITED)
 <S>                                    <C>      <C>       <C>        <C>
        ASSETS (NOTES B AND C)
 CURRENT ASSETS:
   Cash and cash equivalents (Note
    J)................................  $13,971  $ 21,861   $ 13,080   $ 11,080
   Accounts receivable, net of
    allowance for doubtful accounts of
    $1,509, $1,557, $1,670 and
    $1,670............................   25,368    35,955     41,764     41,764
   Notes receivable...................    1,328       522        729        729
   Accounts receivable--financing
    (Note B)..........................   13,595    13,980     14,569     14,569
   Vendor receivables.................      648     1,107      5,033      5,033
   Other..............................    1,462     1,972      2,385      2,385
                                        -------  --------   --------   --------
     Total current assets.............   56,372    75,397     77,560     75,560
 PROPERTY AND EQUIPMENT (Note D):
   Land and land improvements.........      724     1,148      1,099      1,099
   Building...........................    2,856     7,257      7,600      7,600
   Telephone and computer equipment...   33,122    43,722     56,807     56,807
   Office furniture and equipment.....    9,142    12,882     18,864     18,864
   Leasehold improvements.............    5,294     7,171     15,361     15,361
   Construction in process............      --      2,843      1,282      1,282
                                        -------  --------   --------   --------
                                         51,138    75,023    101,013    101,013
   Accumulated depreciation and
    amortization......................  (20,318)  (29,134)   (38,304)   (38,304)
                                        -------  --------   --------   --------
                                         30,820    45,889     62,709     62,709
 LAND HELD FOR DEVELOPMENT............    1,583     1,583      1,583      1,583
 OTHER ASSETS.........................      105       583        516        516
                                        -------  --------   --------   --------
                                        $88,880  $123,452   $142,368   $140,368
                                        =======  ========   ========   ========
 LIABILITIES AND STOCKHOLDERS' EQUITY
 CURRENT LIABILITIES:
   Notes payable--bank (Note C).......  $ 6,840  $  6,500   $  6,000   $  6,000
   Notes payable--financing (Note B)..   10,884    13,456     13,431     13,431
   Accounts payable...................   12,088    21,511     22,170     22,170
   Customer deposits and holdbacks....    4,566     5,340     12,087     12,087
   Accrued wages and benefits.........    3,495     4,649      3,632      3,632
   Accrued phone expense..............    5,419     7,192      8,062      8,062
   Other current liabilities..........    2,111     2,799      3,207      3,207
   Current maturities of long-term
    debt (Note C).....................    1,743     2,208      2,422      2,422
   Current obligations under capital
    leases (Note D)...................    3,818     5,192      7,389      7,389
                                        -------  --------   --------   --------
     Total current liabilities........   50,964    68,847     78,400     78,400
 OBLIGATIONS UNDER CAPITAL LEASES,
  less current obligations (Note D)...    3,124     6,151      9,213      9,213
 LONG-TERM DEBT, less current
  maturities (Note C).................    5,224     8,236      8,958      8,958
 NOTES PAYABLE TO STOCKHOLDERS (Notes
  E and J)............................      975       --         --      43,879
 DEFERRED INCOME TAXES (Note J).......      --        --         --       2,075
 COMMITMENTS AND CONTINGENCIES (Notes
  D, E, F, G, H and J)
 STOCKHOLDERS' EQUITY (Note J):
   Preferred stock, $.01 par value,
    10,000 shares authorized, no
    shares issued and outstanding.....      --        --         --         --
   Common stock, $.01 par value,
    200,000 shares authorized, 1 share
    issued and outstanding............       50        50         50         50
   Additional paid-in capital.........    5,261     5,261      5,261        --
   Retained earnings..................   23,282    34,907     40,486     (2,207)
                                        -------  --------   --------   --------
     Total stockholders' equity.......   28,593    40,218     45,797     (2,157)
                                        -------  --------   --------   --------
                                        $88,880  $123,452   $142,368   $140,368
                                        =======  ========   ========   ========
</TABLE>
    
 
                See notes to consolidated financial statements.
 
                                      F-3

<PAGE>
 
                 
              WEST TELESERVICES CORPORATION AND SUBSIDIARIES     
                      
                   CONSOLIDATED STATEMENTS OF OPERATIONS     
                    (AMOUNTS IN THOUSANDS EXCEPT PER SHARE)
 

<TABLE>   
<CAPTION>
                                                            NINE MONTHS ENDED
                              YEARS ENDED DECEMBER 31,        SEPTEMBER 30,
                             ----------------------------  --------------------
                               1993      1994      1995       1995       1996
                             --------  --------  --------  ----------- --------
                                                           (UNAUDITED)
<S>                          <C>       <C>       <C>       <C>         <C>
REVENUE....................  $142,508  $186,512  $256,894   $187,332   $235,188
COST OF SERVICES...........    77,785   102,707   146,531    106,481    134,048
SELLING, GENERAL AND
 ADMINISTRATIVE EXPENSES...    45,041    51,904    70,575     49,887     63,071
LITIGATION SETTLEMENT (Note
 G)........................     4,400       --        --         --         --
                             --------  --------  --------   --------   --------
NET OPERATING INCOME.......    15,282    31,901    39,788     30,964     38,069
OTHER INCOME (EXPENSE):
 Interest income...........       212       144       142        102        273
 Interest income--
  financing, net of
  interest expense of $884,
  $1,223, $1,784, $1,356
  and $954.................        86       234       449        318        450
 Interest expense..........    (1,511)   (1,606)   (2,403)    (1,806)    (1,906)
 Other income (expense)....       193        33    (1,238)      (855)      (906)
                             --------  --------  --------   --------   --------
 Net other expense.........    (1,020)   (1,195)   (3,050)    (2,241)    (2,089)
                             --------  --------  --------   --------   --------
NET INCOME AND NET INCOME
 BEFORE PRO FORMA TAX
 PROVISION.................  $ 14,262  $ 30,706  $ 36,738   $ 28,723   $ 35,980
                             --------  --------  --------   --------   --------
PRO FORMA INFORMATION
 (Note J) (unaudited):
 Income tax provision......  $  5,234  $ 10,900  $ 13,130   $ 10,404   $ 12,740
                             ========  ========  ========   ========   ========
 Net income................  $  9,028  $ 19,806  $ 23,608   $ 18,319   $ 23,240
                             ========  ========  ========   ========   ========
 Net income per share......                      $    .39   $    .31   $    .39
                                                 ========   ========   ========
 Weighted average shares
  outstanding..............                        59,834     59,834     59,834
                                                 ========   ========   ========
</TABLE>
    
 
 
                See notes to consolidated financial statements.
 
                                      F-4

<PAGE>
 
                 
              WEST TELESERVICES CORPORATION AND SUBSIDIARIES     
                 
              CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY     
        
     YEARS ENDED DECEMBER 31, 1993, 1994 AND 1995 AND THE NINE MONTHS ENDED
                            SEPTEMBER 30, 1996     
                             (AMOUNTS IN THOUSANDS)
 

<TABLE>   
<CAPTION>
                                                                      TOTAL
                                         COMMON PAID-IN RETAINED  STOCKHOLDERS'
                                         STOCK  CAPITAL EARNINGS     EQUITY
                                         ------ ------- --------  -------------
<S>                                      <C>    <C>     <C>       <C>
BALANCE, January 1, 1993................  $30   $5,261  $  4,756    $ 10,047
  Distributions to stockholders.........   --      --    (10,459)    (10,459)
  Net income and net income before pro
   forma tax provision..................   --      --     14,262      14,262
                                          ---   ------  --------    --------
BALANCE, December 31, 1993..............   30    5,261     8,559      13,850
  Stock issuance........................   20      --        --           20
  Distributions to stockholders.........   --      --    (15,983)    (15,983)
  Net income and net income before pro
   forma tax provision..................   --      --     30,706      30,706
                                          ---   ------  --------    --------
BALANCE, December 31, 1994..............   50    5,261    23,282      28,593
  Distributions to stockholders.........   --      --    (25,113)    (25,113)
  Net income and net income before pro
   forma tax provision..................   --      --     36,738      36,738
                                          ---   ------  --------    --------
BALANCE, December 31, 1995..............   50    5,261    34,907      40,218
  Distributions to stockholders ........   --      --    (30,401)    (30,401)
  Net income and net income before pro
   forma tax provision..................   --      --     35,980      35,980
                                          ---   ------  --------    --------
BALANCE, September 30, 1996.............  $50   $5,261  $ 40,486    $ 45,797
                                          ===   ======  ========    ========
</TABLE>
    
 
 
                See notes to consolidated financial statements.
 
                                      F-5

<PAGE>
 
                 
              WEST TELESERVICES CORPORATION AND SUBSIDIARIES     
                      
                   CONSOLIDATED STATEMENTS OF CASH FLOWS     
     
               YEARS ENDED DECEMBER 31, 1993, 1994 AND 1995 AND 
              NINE MONTHS ENDED SEPTEMBER 30, 1995 AND 1996     
                             (AMOUNTS IN THOUSANDS)
 

<TABLE>   
<CAPTION>
                                                            NINE MONTHS ENDED
                                YEARS ENDED DECEMBER 31,      SEPTEMBER 30,
                              ---------------------------  -------------------
                                1993     1994      1995       1995      1996
                              --------  -------  --------  ----------- -------
                                                           (UNAUDITED)
<S>                           <C>       <C>      <C>       <C>         <C>
CASH FLOWS FROM OPERATING
 ACTIVITIES:
 Net income.................. $ 14,262  $30,706  $ 36,738   $ 28,723   $35,980
 Adjustments to reconcile net
  income to net cash flows
  from operating activities:
  Depreciation and
   amortization..............    5,868    7,086    10,127      7,352     9,387
  (Gain) loss on sale of
   equipment.................      --        (1)      148         19      (151)
  Changes in operating assets
   and liabilities:
   Accounts receivable.......   (1,035)  (9,553)  (10,954)    (6,326)   (5,870)
   Other assets and vendor
    receivables..............      338     (518)   (1,540)    (1,352)   (4,272)
   Accounts payable..........    1,560    4,848     9,423     (5,346)      659
   Other current liabilities
    and accrued expenses.....    3,835      848     3,615      2,899       261
                              --------  -------  --------   --------   -------
     Net cash flows from
      operating activities...   24,828   33,416    47,557     25,969    35,994
CASH FLOWS FROM INVESTING
 ACTIVITIES:
 Purchases of property and
  equipment..................   (7,353)  (7,655)  (16,824)   (11,361)  (16,721)
 Proceeds from disposal of
  property and equipment.....        3        2     1,165        490       640
 Issuance of notes
  receivable.................     (541)    (985)      --         --     (1,150)
 Proceeds from payments of
  notes receivable...........    1,638      760     1,173        817     1,004

                              --------  -------  --------   --------   -------
     Net cash flows from
      investing activities...   (6,253)  (7,878)  (14,486)   (10,054)  (16,227)
CASH FLOWS FROM FINANCING
 ACTIVITIES:
 Proceeds from issuance of
  debt.......................    3,900    2,733     7,123      5,896    10,321
 Payments of debt............   (3,180)  (1,895)   (3,644)    (1,921)   (9,384)
 Payments of capital lease
  obligations................   (4,028)  (4,176)   (5,193)    (3,932)   (4,717)
 Payments of note to
  stockholder................     (405)    (313)     (975)      (975)      --
 Net change in accounts
  receivable financing and
  line of credit agreements..      300     (472)    1,847      2,127    (1,114)
 Distributions to
  stockholders...............  (10,459) (15,983)  (25,113)   (23,112)  (30,401)
 Advances from AT&T..........   (1,461)     --        --         --        --
 Proceeds from issuance of
  stock......................      --        20       --         --        --
 Increase (decrease) in
  customer deposits and
  holdbacks..................    4,412     (529)      774        518     6,747
                              --------  -------  --------   --------   -------
     Net cash flows from
      financing activities...  (10,921) (20,615)  (25,181)   (21,339)  (28,548)
                              --------  -------  --------   --------   -------
NET CHANGE IN CASH AND CASH
 EQUIVALENTS.................    7,654    4,923     7,890     (5,484)   (8,781)
CASH AND CASH EQUIVALENTS,
 Beginning of Period.........    1,394    9,048    13,971     13,971    21,861
                              --------  -------  --------   --------   -------
CASH AND CASH EQUIVALENTS,
 End of Period............... $  9,048  $13,971  $ 21,861   $  8,487   $13,080
                              ========  =======  ========   ========   =======
SUPPLEMENTAL DISCLOSURE OF
 CASH FLOW INFORMATION:
 Cash paid during the period
  for interest............... $  2,388  $ 2,726  $  4,048   $  3,148   $ 2,889
                              ========  =======  ========   ========   =======
SUPPLEMENTAL SCHEDULE OF
 NONCASH INVESTING
 ACTIVITIES:
 Acquisition of equipment
  through assumption of
  capital lease obligations.. $  4,158  $ 3,854  $  9,592   $  5,187   $ 9,975
                              ========  =======  ========   ========   =======
 Reduction of accounts
  receivable through issuance
  of notes receivable........ $    513  $ 1,005  $    367   $    208   $    61
                              ========  =======  ========   ========   =======
</TABLE>
    
 
                See notes to consolidated financial statements.
 
                                      F-6

<PAGE>
 
                 
              WEST TELESERVICES CORPORATION AND SUBSIDIARIES     
                   
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS     
 
               YEARS ENDED DECEMBER 31, 1993, 1994 AND 1995 AND
           
        NINE MONTHS ENDED SEPTEMBER 30, 1995 (UNAUDITED) AND 1996     
                             
                          (DOLLARS IN THOUSANDS)     
 
A. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
   
  BUSINESS DESCRIPTION--West TeleServices Corporation and subsidiaries (the
"Companies") are teleservices companies which provide a full range of
customized telecommunications services to business clients through its call
centers throughout the United States. West Telemarketing Corporation (WTC),
located in Omaha, Nebraska and San Antonio, Texas, provides inbound
teleservices to national, multi-media advertisers. West Interactive
Corporation (WIC), located in Omaha, Nebraska, provides inbound recorded
message services to national multi-media advertisers. West Telemarketing
Corporation Outbound (WTCO), located in San Antonio, Texas, provides outbound
sales marketing services to national multi-media advertisers. West Interactive
Canada, Inc. (WICI) has administrative offices located in Omaha, Nebraska and
equipment located in Calgary, Alberta, Canada provides inbound recorded
message services to North American multi-media advertisers. Interactive
Billing Services, Inc. (IBS) is located in Omaha, Nebraska, provides billing
and financing services to telecommunication providers and users.     
   
  BASIS OF CONSOLIDATION--The consolidated financial statements include the
accounts of West TeleServices Corporation and its wholly owned subsidiaries,
WTC, WIC, WTCO, WICI, IBS and other insignificant subsidiaries whose
operations are interrelated, as if the reorganization referred to in Note J
has occurred. All material affiliated party transactions and balances have
been eliminated in the consolidated financial statements.     
   
  REVENUE RECOGNITION--WTC recognizes revenues at the time calls are answered
by a telemarketing representative based on the number of calls received and
processed on behalf of clients. WIC and WICI recognize revenue at the time
calls are received or sent by automated voice response units and is billed
based on call duration. WTCO recognizes revenue on an hourly rate basis at the
time the telemarketing representatives place calls to consumers on behalf of
its clients.     
 
  CASH AND CASH EQUIVALENTS--For purposes of the statement of cash flows, the
Companies consider short-term investments with maturities of three months or
less at acquisition to be cash equivalents.
 
  FINANCIAL INSTRUMENTS--Cash and cash equivalents, accounts receivable and
accounts payable are short-term in nature and the net values at which they are
recorded are considered to be reasonable estimates of their fair values. The
carrying values of notes payable are deemed to be reasonable estimates of
their fair values. Interest rates that are currently available to the
Companies for the reissuance of debt with similar terms and remaining
maturities are used to estimate fair values of the notes payable.
 
  PROPERTY AND EQUIPMENT--Property and equipment are recorded at cost.
Depreciation expense is based on the estimated useful lives of the assets and
is calculated on accelerated and straight-line methods. The Companies'
buildings have estimated useful lives of 31.5 years and the majority of the
other assets have estimated useful lives of five years.
 
  INTANGIBLES--Included in other assets are the costs of billing agreements
with various telephone companies. Amortization expense is calculated on the
straight line method over the five year estimated useful lives of the
contracts.
 
                                      F-7

<PAGE>
 
                 
              WEST TELESERVICES CORPORATION AND SUBSIDIARIES     
            
         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)     
 
 
  CUSTOMER DEPOSITS AND HOLDBACKS--WIC obtains directly from the billing and
collection agent revenue generated from its customers' programs. WIC retains a
specified amount of the revenue and remits the remainder to its customers. The
retained amount is based upon the collection history of the customer's program
success and is necessary to allow for potential caller adjustments which may
be filed within one year of the actual phone calls.
 
  WTC and WIC obtain security deposits from certain customers, which are
refunded to the customers when WTC and WIC discontinue servicing the
customers' programs.
 
  COST OF SERVICES--Cost of services includes labor, telephone and other
expense directly related to teleservices activities.
   
  INCOME TAXES--The Companies have elected to be treated as "Small Business
Corporations" for income tax purposes. Under this election, all income and
expense flow through to the stockholders on a pro rata basis for income tax
purposes. Accordingly, no provision for income taxes has been made, except for
certain state taxes which are applicable to "Small Business Corporations."
       
  In connection with an initial public offering (See Note J), the Companies
intend to terminate their Small Business Corporation status and would become a
C corporation and therefore, subject to Federal and state income taxes.     
 
  The pro forma tax provisions were calculated using the asset and liability
approach for financial accounting and reporting of income taxes.
 
  USE OF ESTIMATES--The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
 
  NEW ACCOUNTING PRONOUNCEMENT--The Financial Accounting Standards Board has
issued Statement of Financial Accounting Standards No. 123, Accounting for
Stock-Based Compensation. The Companies are required to adopt this standard
for the year ending December 31, 1996. The Companies have elected to adopt the
disclosure requirement of this pronouncement. The adoption of this
pronouncement will have no impact on the Companies' financial position or
results of operations.
   
  INTERIM FINANCIAL STATEMENTS--In the opinion of management of the Companies,
the accompanying unaudited consolidated financial statements contain all
adjustments (consisting only of normal recurring accruals) necessary to
present fairly the financial position as of September 30, 1995 and the results
of operations and cash flows for the nine months ended September 30, 1995. The
results of operations for the nine months ended September 30, 1995 and 1996
are not necessarily indicative of the results to be expected for the full
year.     
 
B. ACCOUNTS RECEIVABLE FINANCING PROGRAM
   
  WIC maintains a line of credit with four participating banks in the amount
of $30,000, outstanding amounts payable totaled $10,884, $13,456 and $13,431
at December 31, 1994 and 1995 and September 30, 1996, respectively, bearing
interest at .5% below the prime rate (actual rate 7.75% at September 30, 1996)
to fund customer advances for itself and IBS. Substantially all assets of WIC
are pledged as collateral on the line of credit which expires June 30, 1997.
WIC and IBS have advance     s to customers through their accounts receivable
financing programs aggregating $13,595, $13,980 and
 
                                      F-8

<PAGE>
 
                 
              WEST TELESERVICES CORPORATION AND SUBSIDIARIES     
            
         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)     
   
$14,569 at December 31, 1994 and 1995 and September 30, 1996, respectively.
Under terms of the programs, advances are collateralized by the customer's
accounts receivable from unrelated national billing services. WIC and IBS
charge interest at the prime rate plus 3.0% (11.25% at September 30, 1996).
    
C. LONG-TERM DEBT AND CREDIT ARRANGEMENTS
   
  WTC has revolving lines of credit aggregating $4,500 at two banks which
expire in July, 1997. The note requires interest at .5% below prime (actual
rate 7.75% at September 30, 1996). WTCO had revolving lines of credit
aggregating $8,000 at two banks which expire in June, 1997 and bear interest
at .25% below the prime rate (actual rate 8.0% at September 30, 1996). At
September 30, 1996, outstanding borrowings under these lines of credit totaled
$6,000.     
 
  Long-term debt consists of the following:
 

<TABLE>   
<CAPTION>
                                              DECEMBER 31,     SEPTEMBER 30,
                                             -------------- -------------------
                                              1994   1995      1995      1996
                                             ------ ------- ----------- -------
                                                            (UNAUDITED)
<S>                                          <C>    <C>     <C>         <C>
Note payable to bank (modified on February
 1, 1996), due in monthly installments of
 $50 including interest with final balloon
 payment on February 1, 2001. The note
 accrues interest at 7.5%................... $2,298 $ 5,110   $ 5,160   $ 4,953
Note payable to bank, (modified on June 28,
 1996), due in monthly installments of $79
 including interest, payable until maturity
 in June, 1999. The note bears interest at
 the prime rate (8.25% at September 30,
 1996)......................................  1,274   1,648     1,801     2,305
Note payable to bank (modified on June 11,
 1996), due in monthly installments of $54
 including interest at the prime rate (8.25%
 at September 30, 1996) maturing June 11,
 1999.......................................  1,195   1,278     1,401     1,566
Note payable to bank, due in monthly
 installments of $63 including interest,
 payable until maturity in June, 1999. The
 note bears interest at the prime rate
 (8.25% at September 30, 1996)..............    --      --        --      1,844
Mortgage note payable to bank, due in
 monthly installments of $25 including
 interest at the prime rate (8.25% at
 September 30, 1996), maturing April 25,
 1999.......................................  1,085     883       936       712
Notes payable to bank, paid in 1996.........  1,115   1,525     1,645       --
                                             ------ -------   -------   -------
                                              6,967  10,444    10,943    11,380
Less current maturities.....................  1,743   2,208     2,159     2,422
                                             ------ -------   -------   -------
                                             $5,224 $ 8,236   $ 8,784   $ 8,958
                                             ====== =======   =======   =======
</TABLE>
    
 
                                      F-9

<PAGE>
 
                 
              WEST TELESERVICES CORPORATION AND SUBSIDIARIES     
            
         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)     
   
  Future principal payments at September 30, 1996 are as follows:     
 

<TABLE>       
      <S>                                                                <C>
      Remaining 1996.................................................... $   577
      1997..............................................................   2,470
      1998..............................................................   2,684
      1999..............................................................   1,495
      2000..............................................................     288
      2001 and thereafter...............................................   3,866
                                                                         -------
                                                                         $11,380
                                                                         =======
</TABLE>
    
 
  Substantially all assets of the Companies are pledged as collateral on their
debt. The agreements contain restrictive covenants which, among other things,
require the maintenance of certain ratios and minimum tangible net worth, as
defined in the agreements.
 
D. LEASES
   
  The Companies lease certain land, buildings and equipment under operating
and capital leases which expire at varying dates through September, 2006. The
Companies' rent expense was $1,599, $1,360, $1,807, $1,320 and $2,007 for the
years ended December 31, 1993, 1994 and 1995, and the nine months ended
September 30, 1995 and 1996, respectively. On all real estate leases, the
Companies pay real estate taxes, insurance and maintenance associated with the
leased sites. Certain of the leases offer extension options ranging from month
to month to two five-year options. All of the capital leases call for transfer
of ownership or contain bargain purchase options at the end of the lease term.
Amortization of assets purchased through capital lease agreements is included
in depreciation expense. The following information applies to those leases
exclusive of related party leases as discussed in Note E:     
 

<TABLE>     
<CAPTION>
                                                    DECEMBER 31,   SEPTEMBER 30,
                                                   --------------- -------------
                                                    1994    1995       1996
                                                   ------- ------- -------------
   <S>                                             <C>     <C>     <C>
   Assets under capital leases consist of:
     Telephone and computer equipment............. $11,442 $15,278    $19,008
     Office furniture and equipment...............   1,584   1,874      3,346
                                                   ------- -------    -------
      Total cost..................................  13,026  17,152     22,354
   Accumulated depreciation.......................   3,113   4,099      4,175
                                                   ------- -------    -------
   Net book value................................. $ 9,913 $13,053    $18,179
                                                   ======= =======    =======
</TABLE>
    
 
                                     F-10

<PAGE>
 
                 
              WEST TELESERVICES CORPORATION AND SUBSIDIARIES     
            
         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)     
 
 
  Future minimum payments under non-cancellable operating and capital leases
with initial or remaining terms of one year or more and minimum future lease
payments and present value of the net minimum lease payments are as follows:
 

<TABLE>     
<CAPTION>
                                                              OPERATING CAPITAL
   YEAR ENDING DECEMBER 31,                                    LEASES   LEASES
   ------------------------                                   --------- -------
   <S>                                                        <C>       <C>
   Remaining 1996............................................  $   634  $ 2,200
   1997......................................................    2,222    8,290
   1998......................................................    1,853    5,766
   1999......................................................    1,538    2,121
   2000......................................................    1,335      --
   2001 and thereafter.......................................    3,717      --
                                                               -------  -------
   Total minimum obligations.................................  $11,299   18,377
                                                               =======
   Less interest at 4.6% to 9.9%.............................             1,775
                                                                        -------
   Present value of net minimum lease payments...............            16,602
   Less current portion......................................             7,389
                                                                        -------
                                                                        $ 9,213
                                                                        =======
</TABLE>
    
 
E. RELATED PARTY TRANSACTIONS
 
  WTC leases office space owned by a partnership whose partners are majority
stockholders of WTC. The lease expires August 31, 2004, and is accounted for
as an operating lease. Required lease payments are as follows:
 

<TABLE>       
<CAPTION>
      YEAR ENDING DECEMBER 31,
      ------------------------
      <S>                                                                 <C>
      Remaining 1996..................................................... $179
      1997...............................................................  730
      1998...............................................................  773
      1999...............................................................  820
      2000...............................................................  869
</TABLE>
    
   
  Lease expense was $522, $562, $649, $481 and $512 for the years ended
December 31, 1993, 1994 and 1995 and the nine months ended September 30, 1995
and 1996, respectively.     
   
  At December 31, 1993, WIC was indebted to the majority stockholder for $235.
The note was paid in 1994. At December 31, 1993 and 1994, WIC was indebted to
the majority stockholder for $975. The note was paid in 1995. Total interest
expense associated with the notes was $95, $76 and $59 for the years ended
December 31, 1993 and 1994 and the nine months ended September 30, 1995,
respectively.     
 
  At December 31, 1993, WTCO was indebted to stockholders for $78. The notes
were paid in 1994. Total interest expense associated with the notes was $5 and
$3 for the years ended December 31, 1993 and 1994, respectively.
 
F. EMPLOYEE BENEFIT PLAN
 
  The Companies have a 401(k) plan which covers substantially all of their
employees. Under the plan, the Companies will match employee contributions up
to 7% of their gross salary. The Companies
 
                                     F-11

<PAGE>
 
                 
              WEST TELESERVICES CORPORATION AND SUBSIDIARIES     
            
         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)     
   
matching contributions are 100% vested after the employee has attained five
years of service. Total contributions under the plan were $289, $406, $564,
$411 and $355 for the years ended December 31, 1993, 1994 and 1995, and the
nine months ended September 30, 1995 and 1996, respectively.     
 
G. LITIGATION SETTLEMENT
   
  In December, 1993, WIC settled a patent infringement suit with a competitor.
Under the settlement WIC paid $4,400 to the competitor to terminate the
dispute. WIC is also required to pay a fee for use of the technology through
2008 of an annual minimum of $250, up to an aggregate minimum of $3,000 and a
maximum annual limit of $1,000. When aggregate use fees of $3,000 have been
incurred, future years are not subject to minimum or maximum annual
limitations. During the years ended December 31, 1994 and 1995 and the nine
months ended September 30, 1995 and 1996, WIC incurred use fees of $339, $560,
$385 and $764, respectively, related to this agreement.     
 
H. COMMITMENTS AND CONTINGENCIES
   
  The Companies are defendants in a number of lawsuits and claims for various
amounts, which arise out of the normal course of business. WIC is a defendant
in a case brought in the United States District Court for the Southern
District of Georgia, Augusta Division, on September 12, 1991, captioned Lamar
Andrews Individually and as Representative of a Class of All Other Persons
Similarly Situated, Plaintiff v. American Telephone & Telegraph Company, et
al., Defendants, No. CV 191-175. The District Court certified a master class
of all persons who paid for one or more 900 number calls pertaining to
programs offering sweepstakes, games of chance, awards, cash or other prizes,
gifts or information on unclaimed funds. These calls were billed and collected
by AT&T Corp. ("AT&T") and U.S. Sprint Communications Company Limited
Partnership ("Sprint"). The District Court also certified a sub-class of those
persons who paid, in the State of Georgia, for one or more such calls billed
and collected by AT&T or Sprint. The complaint alleges that the programs at
issue involved, among other things, acts of unlawful gambling, mail fraud or
wire fraud in violation of the Racketeer Influenced and Corrupt Organizations
Act ("RICO"), the Communications Act of 1934, the federal common law of
communications and other state and federal laws. WIC provided interactive
voice processing and billing services to a customer which conducted some of
the programs at issue in the litigation. The billing services were provided
through AT&T. The action seeks recovery of treble damages (which amount has
not been specified), punitive damages, costs and attorneys' fees. The
Company's potential liability and expenses in this matter are not covered by
insurance. On September 19, 1996, the United States Court of Appeals for the
Eleventh Circuit reversed the District Court's order certifying the classes on
the ground that the class action would be unmanageable. Subsequent to this
decision, the Appellees have filed with the Eleventh Circuit a Petition for
Rehearing and Suggestion for Rehearing En Banc. In the opinion of management
and the Companies' legal counsel, the Companies are unable to form an opinion
as to the likelihood of an unfavorable outcome or an estimate of the amount or
range of any potential loss related to this case. The Companies believe that
the decision by the United States Court of Appeals is a favorable development
and intend to vigorously contest the claims made in this case.     
          
I. SIGNIFICANT CUSTOMERS     
          
  The Companies have 20 major customers who accounted for approximately 66% of
total revenues for the nine months ended September 30, 1996. The Companies had
one customer who accounted for approximately 13% to 17% of revenues for the
periods presented. The Companies had another customer account for
approximately 11% of revenues for the year ended December 31, 1993.     
   
J. SUBSEQUENT EVENTS     
   
  DIVIDENDS--On October 31, 1996, the Companies declared dividends aggregating
$45,879, of which $2,000 was paid in cash and $43,879 was funded through notes
payable to shareholders.     
 
                                     F-12

<PAGE>
 
                 
              WEST TELESERVICES CORPORATION AND SUBSIDIARIES     
             
          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)     
   
  PROPOSED PUBLIC OFFERING OF COMMON STOCK AND STOCK EXCHANGE (UNAUDITED)--
Prior to the closing of the proposed public offering, each of the stockholders
of WTC, WTCO and WIC will exchange their respective capital stock for
56,775,000 shares of common stock of West TeleServices Corporation (the
"Company") and each of the stockholders of IBS and WICI will transfer their
respective capital stock to WIC for nominal consideration. West TeleServices
Corporation will be the parent company for WTC, WTCO and WIC and indirectly for
IBS and WIC. The transaction will be accounted for like a pooling. Under the
proposed offerings, approximately 5,700,000 shares of common stock will be
registered for sale to the public.     
   
  PRO FORMA INFORMATION (UNAUDITED)--The pro forma consolidated balance sheet
of the Companies as of September 30, 1996 reflects (1) the net deferred income
tax liability which will be recorded by the Companies as a result of the
termination of their S Corporation status prior to the closing date of the
Companies initial public offering ("Offering") contemplated by the Company
(estimated at $2,075 as of September 30, 1996) and (2) a distribution payable
to the stockholders of three of the Companies of such Companies' retained
earnings and additional paid-in capital ($45,879 as of September 30, 1996). The
deferred income tax liability will represent the tax effect of the cumulative
differences between the financial reporting and income tax bases of certain
assets and liabilities as of the termination of S Corporation status, and will
be recorded as additional income tax expense in the quarter in which the
Offering is completed. The actual deferred income tax liability recorded will
be adjusted to reflect the effect of operations of the Companies for the period
from October 1, 1996 through the termination of their S Corporation status. The
actual amount distributed will also be adjusted to reflect the taxable income
during that period, and any distributions made to the stockholders during that
time period. The Companies' pro forma net deferred income tax liability as of
September 30, 1996 is comprised principally of depreciation.     
   
  PRO FORMA STATEMENTS OF OPERATIONS (UNAUDITED)--Prior to the closing of the
Offering and simultaneous to the Reorganization, the Companies will terminate
their status as S Corporations and will be subject to federal and state income
taxes thereafter. Accordingly, for informational purposes, the accompanying
consolidated statements of operations for the three years ended December 31,
1995 and the nine months ended September 30, 1995 and 1996 include unaudited
pro forma adjustment for the income taxes which would have been recorded if the
Companies had not been S Corporations, based on the tax laws in effect during
the respective periods.     
   
  PRO FORMA NET INCOME PER SHARE (UNAUDITED)--Pro forma net income per share
was calculated by dividing pro forma net income by the weighted average number
of shares of common stock outstanding for the respective periods. Pro forma net
income per share amounts were calculated using 59,834 shares, the number of
shares of Common Stock outstanding after giving effect to the Reorganization
plus those shares necessary to be issued in the Offering to fund payment of
notes payable to existing stockholders equal to $43.88 million and cash
dividends of $2.0 million.     
   
  1996 STOCK INCENTIVE PLAN (UNAUDITED)--During September, 1996, the Company
and its stockholders adopted the 1996 Stock Incentive Plan. The Plan authorizes
the issuance of up to 9,499,500 shares of common stock to officers and
employees.     
          
  As of September 24, 1996, the Company granted options for 3,634,000 shares in
connection with the Offering at an exercise price equal to the initial public
offering price. These options were granted at fair value and vest over ten
years.     
 
                                      F-13

<PAGE>
 
                WEST TELESERVICES CORPORATION AND SUBSIDIARIES
 
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONCLUDED)
 
 
  PREFERRED STOCK--The Board of Directors of West TeleServices Corporation has
the authority, without any further vote or action by the stockholders, to
provide for the issuance of up to ten million shares of preferred stock from
time to time in one or more series with such designations, rights, preferences
and limitations as the Board of Directors may determine, including the
consideration received therefor. The Board also has the authority to determine
the number of shares comprising each series, dividend rates, redemption
provisions, liquidation preferences, sinking fund provisions, conversion
rights and voting rights without approval by the holders of common stock.
       
                                     F-14

<PAGE>
 
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
 
 NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRE-
SENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS, AND, IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING
BEEN AUTHORIZED. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OTHER THAN THE SECURITIES TO
WHICH IT RELATES OR AN OFFER TO BUY SUCH SECURITIES IN ANY CIRCUMSTANCES IN
WHICH SUCH OFFER OR SOLICITATION IS UNLAWFUL. NEITHER THE DELIVERY OF THIS
PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE
ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY
SINCE THE DATE HEREOF OR THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS
OF ANY TIME SUBSEQUENT TO ITS DATE.
 
                                 ------------
 
 
                              TABLE OF CONTENTS
 

<TABLE>   
<CAPTION>
                                                                          PAGE
                                                                          ----
<S>                                                                       <C>
Prospectus Summary.......................................................   3
Risk Factors.............................................................   8
Reorganization and Termination of S Corporation Status...................  12
Use of Proceeds..........................................................  14
Dividend Policy..........................................................  14
Capitalization...........................................................  15
Dilution.................................................................  16
Selected Consolidated Financial and Operating Data.......................  17
Management's Discussion and Analysis of Financial Condition and Results
 of Operations...........................................................  19
Business.................................................................  26
Management...............................................................  39
Certain Transactions.....................................................  43
Principal Stockholders...................................................  46
Description of Capital Stock.............................................  47
Shares Eligible for Future Sale..........................................  49
Underwriting.............................................................  50
Legal Matters............................................................  51
Experts..................................................................  51
Additional Information...................................................  52
Index to Financial Statements............................................ F-1
</TABLE>
    
 
                                 ------------
 
 THROUGH AND INCLUDING       , 1996 (THE 25TH DAY AFTER THE DATE OF THIS PRO-
SPECTUS), ALL DEALERS EFFECTING TRANSACTIONS IN THE COMMON STOCK, WHETHER OR
NOT PARTICIPATING IN THIS DISTRIBUTION, MAY BE REQUIRED TO DELIVER A PROSPEC-
TUS. THIS IS IN ADDITION TO THE OBLIGATION OF DEALERS TO DELIVER A PROSPECTUS
WHEN ACTING AS UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD ALLOTMENTS OR
SUBSCRIPTIONS.
 
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
                                
                             5,700,000 SHARES     
 
                         WEST TELESERVICES CORPORATION
 
                                 COMMON STOCK
                          (PAR VALUE $0.01 PER SHARE)
 
                                 ------------
 
                          [LOGO OF WEST APPEARS HERE]
 
                                 ------------
 
                             GOLDMAN, SACHS & CO.
 
                             SALOMON BROTHERS INC
 
                               SMITH BARNEY INC.
 
                      REPRESENTATIVES OF THE UNDERWRITERS
 
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------

<PAGE>
 

                                   PART II.
 
                    INFORMATION NOT REQUIRED IN PROSPECTUS
 

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
 
  The following represents the Registrant's estimate of expenses in connection
with the issuance and distribution of the securities being registered
hereunder. Except for the SEC registration fee, the NASD filing fee, and the
Nasdaq National Market listing fee, all amounts are estimates.
 

<TABLE>     
<CAPTION>
                                                                        AMOUNT
                                                                        -------
   <S>                                                                  <C>
   Securities and Exchange Commission registration fee................. $38,787
   National Association of Securities Dealers, Inc. filing fee.........  13,300
   Nasdaq National Market listing fees.................................  49,000
   Transfer agent and registrar fees and expenses......................      *
   Legal fees and expenses.............................................      *
   Accounting fees and expenses........................................      *
   Printing and engraving expenses.....................................      *
   Blue Sky fees and expenses (including counsel fees).................      *
   Miscellaneous.......................................................      *
                                                                        -------
     Total............................................................. $    *
                                                                        =======
</TABLE>
    
- --------
* To be completed by amendment
 

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS
 
  Section 145 of the Delaware General Corporation Law (the "DGCL") empowers a
Delaware corporation to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of such corporation) by reason of the
fact that such person is or was a director, officer, employee or agent of such
corporation, or is or was serving at the request of such corporation as a
director, officer, employee or agent of another corporation or enterprise. A
corporation may indemnify such person against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by such person in connection with such action, suit or proceeding if
he acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his conduct
was unlawful. A corporation may, in advance of the final disposition of any
civil, criminal, administrative or investigative action, suit or proceeding,
pay the expenses (including attorneys' fees) incurred by any officer or
director in defending such action, provided that the director or officer
undertakes to repay such amount if it shall ultimately be determined that he
is not entitled to be indemnified by the corporation.
 
  A Delaware corporation may indemnify officers and directors in an action by
or in the right of the corporation to procure a judgment in its favor under
the same conditions, except that no indemnification is permitted without
judicial approval if the officer or director is adjudged to be liable to the
corporation. Where an officer or director is successful on the merits or
otherwise in the defense of any action referred to above, the corporation must
indemnify him against the expenses (including attorneys' fees) which he
actually and reasonably incurred in connection therewith. The indemnification
provided is not deemed to be exclusive of any other rights to which an officer
or director may be entitled under any corporation's by-laws, agreements, vote
or otherwise.
   
  The Registrant's Restated Certificate of Incorporation provides that the
Registrant, to the fullest extent authorized by the DGCL, as the same exists
or may hereafter be amended shall indemnify a     
 
                                     II-1

<PAGE>
 
director or officer of the Registrant or a person who is or was serving at the
request of the Registrant as director, trustee, officer, employee or agent of
another corporation or of a partnership, joint venture, trust or other
enterprise, including service with respect to an employee benefit plan, who
was or is made (or threatened to be made) a party to a civil, criminal,
administrative or investigative proceeding (an "indemnified person"). The
Restated Certificate of Incorporation also provides that expenses incurred by
an indemnified person may be paid in advance by the Registrant, subject to any
limitations or requirements imposed by the DGCL and the Registrant's Restated
By-laws.
 
  The Restated Certificate of Incorporation provides that a director of the
Company will not be personally liable to the Company or its stockholders for
monetary damages for breach of fiduciary duty as a director, except for
liability (i) for any breach of the director's duty of loyalty to the Company
or its stockholders, (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the Delaware General Corporation Law, which concerns unlawful
payments of dividends, stock purchases or redemptions or (iv) for any
transaction from which the director derived an improper personal benefit.
 
  While the Restated Certificate of Incorporation provides directors with
protection from awards for monetary damages for breaches of their duty of
care, it does not eliminate such duty. Accordingly, the Restated Certificate
of Incorporation will have no effect on the availability of equitable remedies
such as an injunction or rescission based on a director's breach of his or her
duty of care. The provisions of the Restated Certificate of Incorporation
described above apply to an officer of the Company only if he or she is a
director of the Company and is acting in his or her capacity as director, and
do not apply to officers of the Company who are not directors.
 
  Reference is made to the Underwriting Agreement (Exhibit 1) which provides
for indemnification of the Company, its directors, officers and controlling
persons.
 

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES
   
  On February 22, 1994, the Company sold 850 shares of Common Stock to Gary L.
West and Mary E. West, as joint tenants with right of survivorship, for $850
and sold 150 shares of Common Stock to Troy L. Eaden for $150. The Company
entered into an Agreement and Plan of Reorganization, dated as of November  ,
1996, with all of the stockholders of each of the West Affiliates. Pursuant to
this agreement, the stockholders received in the aggregate 56,775,000 shares
of Common Stock in exchange for all of their respective holdings of capital
stock in each of the West Affiliates. All of the foregoing were effected in
reliance upon Section 4(2) of the Securities Act of 1933.     
 

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
 
  (a) EXHIBITS
 

<TABLE>     
   <C>   <S>
    1.01 Form of Underwriting Agreement*
    3.01 Restated Certificate of Incorporation of the Company*
    3.02 Restated By-laws of the Company*
    4.01 Form of Common Stock Certificate*
    5.01 Form of Opinion regarding legality*
   10.01 Form of Registration Rights Agreement
   10.02 Bill of Sale & Assignment, dated October 30, 1996, from West
          Telemarketing Corporation to Troy L. Eaden
   10.03 Purchase Agreement, dated March 14, 1996, between West Telemarketing
          Corporation and Executive Jet Sales, Inc.
 
 
   10.04 1996 Stock Incentive Plan
</TABLE>
    
 
 
                                     II-2

<PAGE>
 

<TABLE>     
   <C>   <S>
   10.05 Agreement and Plan of Reorganization*
   10.06 Employment Agreement with Thomas B. Barker
   10.07 Employment Agreement with Michael A. Micek
   10.08 Employment Agreement with Troy L. Eaden
   10.09 Employment Agreement with Lee Waters
   10.10 Employment Agreement with Wayne Harper
   10.11 Stock Redemption Agreement, dated April 9, 1996, by and among John W.
          Erwin, Gary L. West, Mary E. West and Troy L. Eaden
   10.12 Assignment and Assumption Agreement, dated as of November 12, 1996, by
          and among Gary L. West, Mary E. West, Troy L. Eaden and the Company*
   10.13 Personnel Company Subscription Service Agreement, dated as of November
          12, 1996, between West Telemarketing Insurance Agency, Inc. and West
          Telemarketing Corporation Outbound*
   10.14 Lease, dated September 1, 1994, by and between West Telemarketing
          Corporation and 99-Maple Partnership
   21.01 Subsidiaries of the Company*
   23.01 Consent of Willkie Farr & Gallagher (included in Exhibit 5.01)
   23.02 Consent of Deloitte & Touche LLP
   24.01 Power of Attorney (included on Page II-5)
   27.01 Financial Data Schedule
</TABLE>
    
- --------
 
* To be filed by amendment
 
  (b) FINANCIAL STATEMENT SCHEDULES
 
  The following financial statement schedule, not included in the Prospectus,
is included as part of the Registration Statement immediately following the
signature page:
 
    Schedule II     Valuation and Qualifying Accounts
 
  All other schedules either are inapplicable or not required or the
information is included in the consolidated financial statements and therefore
have been omitted.
 

ITEM 17.  UNDERTAKINGS
 
  Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with
the securities being registered, the Registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Act and will be governed by
the final adjudication of such issue.
 
  The Registrant hereby undertakes that:
 
    (a) For purposes of determining any liability under the Securities Act of
  1933, the information omitted from the form of prospectus filed as part of
  a registration statement in reliance upon Rule
 
                                     II-3

<PAGE>
 
  430A and contained in the form of prospectus filed by the Registrant
  pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall
  be deemed to be part of this registration statement as of the time it was
  declared effective.
 
    (b) For the purpose of determining any liability under the Securities Act
  of 1933, each post-effective amendment that contains a form of prospectus
  shall be deemed to be a new registration statement relating to the
  securities offered therein, and the offering of such securities at that
  time shall be deemed to be the initial bona fide offering thereof.
 
    (c) The Registrant shall provide to the Underwriters, at the closing
  specified in the Underwriting Agreement, certificates in such denominations
  and registered in such names as required by the Underwriters to permit
  prompt delivery to each purchaser.
 
                                     II-4

<PAGE>
 

                                  SIGNATURES
   
  PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
HAS DULY CAUSED THIS AMENDMENT TO THE REGISTRATION STATEMENT TO BE SIGNED ON
ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF
OMAHA, STATE OF NEBRASKA, ON NOVEMBER 12, 1996.     
 
                                          West TeleServices Corporation
 
                                                     /s/ Troy L. Eaden
                                          By: _________________________________
                                                       TROY L. EADEN
                                                  CHIEF EXECUTIVE OFFICER
 
                               POWER OF ATTORNEY
   
  We, the undersigned officers and directors of West TeleServices Corporation,
hereby severally and individually constitute and appoint Troy L. Eaden, Thomas
B. Barker and Michael A. Micek, and each of them, the true and lawful
attorneys and agents of each of us to execute in the name, place and stead of
each of us (individually and in any capacity stated below) any and all pre- or
post-effective amendments to this Registration Statement on Form S-1, any
subsequent Registration Statement for the same offering which may be filed
under Rule 462(b) under the Securities Act of 1933 and any and all pre- or
post-effective amendments thereto, and all instruments necessary or advisable
in connection therewith and to file the same with the Securities and Exchange
Commission, each of said attorneys and agents to have power to act with or
without the other and to have full power and authority to do and perform in
the name and on behalf of each of the undersigned every act whatsoever
necessary or advisable to be done in the premises as fully and to all intents
and purposes as any of the undersigned might or could do in person, and we
hereby ratify and confirm our signatures as they may be signed by our said
attorneys and agents and each of them to any and all such amendment and
amendments.     
   
  PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS AMENDMENT
TO THE REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.     
 
         SIGNATURE                          TITLE                DATE
                                                                             
     /s/ Gary L. West             Chairman of the Board     November 12, 1996 
________________________________   of Directors                               
       GARY L. WEST                                                           
                                                                              
     /s/  Mary E. West            Vice Chair of the         November 12, 1996 
________________________________   Board of Directors                         
       MARY E. WEST                                                           
                                                                              
     /s/ Troy L. Eaden            Director and Chief        November 12, 1996 
________________________________   Executive Officer                          
       TROY L. EADEN               (Principal Executive                       
                                   Officer)                                   
                                                                              
   /s/ Thomas B. Barker           Director, President       November 12, 1996 
________________________________   and Chief Operating                        
     THOMAS B. BARKER              Officer                                    
                                                                              
   /s/ Michael A. Micek           Chief Financial           November 12, 1996 
________________________________   Officer (Principal                         
     MICHAEL A. MICEK              Financial and                              
                                   Accounting Officer)
 
                                     II-5

<PAGE>
 
          

INDEPENDENT AUDITORS' REPORT     
   
The Stockholders and Board of Directors     
   
West TeleServices Corporation and Subsidiaries     
   
We have audited the consolidated financial statements of West TeleServices
Corporation and Subsidiaries as of December 31, 1995 and 1994, and for each of
the three years in the period ended December 31, 1995, and have issued our
report thereon included in this Registration Statement. Our audits also
included the financial statement schedule of West TeleServices Corporation and
Subsidiaries, listed in Item 16(b). This financial statement schedule is the
responsibility of the Companies' management. Our responsibility is to express
an opinion based on our audits. In our opinion, such financial statement
schedule, when considered in relation to the basic financial statements taken
as a whole, presents fairly in all material respects the information set forth
therein.     
   
DELOITTE & TOUCHE LLP     
   
Omaha, Nebraska     
   
November 5, 1996, November   as to Note J to the Consolidated Financial

Statements     
                                 
                              * * * * * * *     
   
  The accompanying consolidated financial statements and financial statement
schedule retroactively reflect the formation of West TeleServices Corporation
and its combination with five interrelated predecessor businesses previously
under common control and management, which is to be effected prior to the
effective date of this Registration Statement. The above opinion is in the
form which will be signed by Deloitte & Touche LLP upon consummation of such
combination, which is described in Note J of Notes to Consolidated Financial
Statements, and assuming that, from November 5, 1996 to the date of the
combination, no other events shall have occurred that would effect the
accompanying consolidated financial statements and notes thereto.     
   
/s/ Deloitte & Touche LLP     
   
DELOITTE & TOUCHE LLP     
   
Omaha, Nebraska     
   
November 10, 1996     

<PAGE>
 
                                                                     SCHEDULE II
                 
              WEST TELESERVICES CORPORATION AND SUBSIDIARIES     
   
CONSOLIDATED VALUATION ACCOUNTS     
   
THREE YEARS ENDED DECEMBER 31, 1995     
   
(AMOUNTS IN THOUSANDS)     
- --------------------------------------------------------------------------------
 

<TABLE>   
<CAPTION>
                                               ADDITIONS-
                                     BALANCE,  CHARGED TO DEDUCTIONS- BALANCE,
                                     BEGINNING  COST AND   ACCOUNTS    END OF
                                      OF YEAR   EXPENSES  CHARGED-OFF   YEAR
DESCRIPTION                          --------- ---------- ----------- --------
<S>                                  <C>       <C>        <C>         <C>
December 31, 1995--Allowance for
 doubtful accounts..................  $1,509     $2,361     $2,313     $1,557
                                      ------     ------     ------     ------
December 31, 1994--Allowance for
 doubtful accounts..................  $2,156     $1,636     $2,283     $1,509
                                      ------     ------     ------     ------
December 31, 1993--Allowance for
 doubtful accounts..................  $1,108     $3,522     $2,474     $2,156
                                      ------     ------     ------     ------
</TABLE>
    

<PAGE>
 

                               INDEX TO EXHIBITS
 

<TABLE>   
<CAPTION>
                                                                     SEQUENTIAL
 EXHIBIT                      EXHIBIT DOCUMENT                          PAGE
 NUMBER                         DESCRIPTION                            NUMBER
 -------                      ----------------                       ----------
 <C>     <S>                                                         <C>
   1.01  Form of Underwriting Agreement*
   3.01  Restated Certificate of Incorporation of the Company*
   3.02  Restated By-laws of the Company*
   4.01  Form of Common Stock Certificate*
   5.01  Form of Opinion regarding legality*
  10.01  Form of Registration Rights Agreement
  10.02  Bill of Sale & Assignment, dated October 30, 1996, from
          West Telemarketing Corp. to Troy L. Eaden
  10.03  Purchase Agreement, dated March 14, 1996, between West
          Telemarketing Corporation and Executive Jet Sales, Inc.
  10.04  1996 Stock Incentive Plan
  10.05  Agreement and Plan of Reorganization*
  10.06  Employment Agreement with Thomas B. Barker
  10.07  Employment Agreement with Michael A. Micek
  10.08  Employment Agreement with Troy L. Eaden
  10.09  Employment Agreement with Lee Waters
  10.10  Employment Agreement with Wayne Harper
  10.11  Stock Redemption Agreement, dated April 9, 1996, by and
          among John W. Erwin, Gary L. West, Mary E. West and Troy
          L. Eaden
  10.12  Assignment and Assumption Agreement, dated as of November
          12, 1996, by and among Gary L. West, Mary E. West, Troy
          L. Eaden and the Company*
  10.13  Personnel Company Subscription Service Agreement, dated
          as of November 12, 1996, between West Telemarketing
          Insurance Agency, Inc. and West Telemarketing
          Corporation Outbound*
  10.14  Lease, dated September 1, 1994, by and between West
          Telemarketing Corporation and 99-Maple Partnership
  21.01  Subsidiaries of the Company*
  23.01  Consent of Willkie Farr & Gallagher (included in Exhibit
          5.01)
  23.02  Consent of Deloitte & Touche LLP
  24.01  Power of Attorney (included on page II-5)
  27.01  Financial Data Schedule
</TABLE>
    
- --------
* To be filed by amendment





<PAGE>
 
                         REGISTRATION RIGHTS AGREEMENT

     THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made as of the
____ day of _______, 1996, among West TeleServices Corporation, a Delaware
corporation (the "Company") and the undersigned stockholders of the Company
(collectively, the "Stockholders").

     In consideration of the mutual covenants and undertakings contained herein,
and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, and subject to and on the terms and conditions
herein set forth, the parties agree as follows:

            ARTICLE 1. CERTAIN DEFINITIONS; RULES OF CONSTRUCTION.

     1.1  CERTAIN DEFINITIONS.  Unless otherwise defined herein or the context
otherwise requires, the terms defined in this  Section 1.1 shall have the
meanings herein specified for all purposes of this Agreement, applicable to both
the singular and plural forms of any of the terms herein defined.

          (a) "Business Day" means any day on which the New York Stock Exchange
     is open for trading.

          (b) "Closing Date"  means the date of this Agreement.

          (c) "Common Stock" means the common stock, par value $0.01 per share,
     of the Company, and any securities of the Company or any successor which
     may be issued on or after the date hereof in respect
 of, or in exchange
     for, shares of common stock pursuant to merger, consolidation, stock split,
     stock dividend, recapitalization of the Company or otherwise.

          (d) "Eligible Securities" means any shares of Common Stock held by any
     of the Stockholders or any direct or indirect transferee of a Stockholder.
     As to any proposed offer or sale of Eligible Securities, such securities
     shall cease to be Eligible Securities with respect to such proposed offer
     or sale when (a) a registration statement with respect to the sale of such
     securities shall have become effective under the Securities Act and such
     securities shall have been disposed of in accordance with such registration
     statement or (b) all of such securities are permitted to be distributed
     concurrently pursuant to Rule 144 (or any successor provision to such Rule)
     under the Securities Act or are otherwise freely transferable to the public
     without registration pursuant to Section 4(1) of the Securities Act.  In
     the event the Company prepares a registration statement pursuant to Article
     3 or 4 hereof which becomes effective, and the Holder fails to dispose of
     Eligible Securities pursuant to said registration statement, the Eligible
     Securities shall remain Eligible Securities but the Holder shall be
     responsible for assuming the Holder's pro rata share of the Registration
     Expenses in connection with such registration.

<PAGE>
 
          (e) "Exchange Act" means the Securities Exchange Act of 1934, as
     amended, and the rules and regulations of the SEC thereunder, all as the
     same shall be in effect at the relevant time.

          (f) "Fair Value" means, in the case the Eligible Securities which have
     previously been  Publicly Traded for a period of at least twelve (12)
     months, the Market Value thereof (if such value, as so defined, can be
     determined) or, in the case the Eligible Securities which have not been
     Publicly Traded for at least such period, the fair value per share, on a
     fully distributed basis, as determined by an independent investment banking
     firm experienced in the valuation of securities selected in good faith by
     the Board of Directors of the Company, or if no such investment banking
     firm is, as determined in good faith by the Board of Directors, available
     to make such determination, in good faith by the Board of Directors.

          (g) "Holder" means any Person that is the owner of record of Eligible
     Securities.

          (h) "Market Value" means the average of the high and low reported
     sales price regular way of a share of Eligible Securities on such Trading
     Day or, in the case no such reported sale takes place on such Trading Day,
     the average of the reported closing bid and asked prices regular way of a
     share of Eligible Securities on such Trading Day, in either case as
     reported on the New York Stock Exchange Composite Tape or, if the shares of
     Eligible Securities are not listed or admitted to trading on such Exchange
     on such Trading Day, on the principal national securities exchange in the
     United States on which the shares of Eligible Securities are listed or
     admitted to trading or, if not listed or admitted to trading on any
     national securities exchange on such Trading Day, on the Nasdaq National
     Market System or, if the shares of Eligible Securities are not listed or
     admitted to trading on any national securities exchange or quoted on such
     National Market System on such Trading Day, the average of the closing bid
     and asked prices of a share of Eligible Securities in the over-the-counter
     market on such Trading Day as furnished by any New York Stock Exchange
     member firm selected from time to time by the Company or, if such closing
     bid and asked prices are not made available by any such New York Stock
     Exchange member firm on such Trading Day, the Fair Value of a share of
     Eligible Securities.

          (i) "Party" means any party to this Agreement.

          (j) "Person" means an individual, a partnership (general or limited),
     corporation, joint venture, business trust, cooperative, association or
     other form of business organization, whether or not regarded as a legal
     entity under applicable law, a trust (inter vivos or testamentary), an
     estate of a deceased, insane or incompetent person, a quasi-governmental
     entity, a government or any agency, authority, political subdivision or
     other instrumentality thereof, or any other entity.

          (k) "Publicly Traded" means any security (i) which is listed for
     trading on any national securities exchange or quoted in the Nasdaq
     National Market System (or any comparable interdealer quotation system then
     in effect) and (ii) the issuer of which is

                                       2

<PAGE>
 
     required to file periodic reports to the SEC pursuant to Sections 13 or
     15(d) of the Exchange Act.

          (l) "Registration Expenses" means all expenses incident to the
     Company's performance of or compliance with the registration requirements
     set forth in this Agreement including, without limitation, the following:
     (i) the fees, disbursements and expenses of the Company's counsel(s) and
     accountants in connection with the registration of Eligible Securities to
     be disposed of under the Securities Act and the fees, disbursements and
     expenses of one counsel for all the Holders of Eligible Securities in an
     amount not to exceed $15,000; (ii) all expenses in connection with the
     preparation, printing and filing of the registration statement, any
     preliminary prospectus or final prospectus, any other offering document and
     amendments and supplements thereto and the mailing and delivering of copies
     thereof to the underwriters and dealers; (iii) the cost of printing or
     producing any agreement(s) among underwriters, underwriting agreements(s)
     and blue sky or legal investment memoranda, any selling agreements and any
     other documents in connection with the offering, sale or delivery of
     Eligible Securities to be disposed of; (iv) all expenses in connection with
     the qualification of Eligible Securities to be disposed of for offering and
     sale under state securities laws, including the fees and disbursements of
     counsel for the underwriters in connection with such qualifications and in
     connection with any blue sky and legal investment surveys; (v) the filing
     fees incident to securing any required review by the National Association
     of Securities Dealers, Inc.  of the terms of the sale of Eligible
     Securities to be disposed of; and (vi) the fees and expenses incurred in
     connection with the listing of Eligible Securities on each securities
     exchange on which securities of the same class are then listed; provided,
     however, that Registration Expenses with respect to any registration
     pursuant to this Agreement shall not include (A) underwriting discounts or
     commissions attributable to Eligible Securities, (B) transfer taxes
     applicable to Eligible Securities or (C) SEC filing fees with respect to
     shares of Common Stock to be sold by the Holder thereof.

          (m) "Registration Statement" means a registration statement (other
     than under Form S-8) filed, or proposed to be filed, with the SEC under the
     Securities Act covering shares of capital stock or other securities of the
     Company.

          (n) "SEC"  means the Securities and Exchange Commission.

          (o) "Securities Act" means the Securities Act of 1933, as amended, and
     the rules and regulations of the SEC thereunder, all as the same shall be
     in effect at the relevant time.

          (p) "Significant Stockholders" means, collectively, Gary L. West, Mary
     E. West and Troy L. Eaden, and their respective heirs, transferees (direct
     or indirect) and assigns.

          (q) "Trading Day" means each Business Day other than any day on which
     the Eligible Securities are not traded on any national securities exchange
     or quoted in the Nasdaq National Market System or in the over-the-counter
     market.

                                       3

<PAGE>
 
     1.2  RULES OF CONSTRUCTION.  The following rules of construction apply to
the provisions of this Agreement unless the context otherwise requires.

          (a) The Parties have participated jointly in the negotiation and
     drafting of this Agreement. In the event an ambiguity or question of intent
     or interpretation arises, this Agreement shall be construed as if drafted
     jointly by the Parties and no presumption or burden of proof shall arise
     favoring or disfavoring any Party by virtue of the authorship of any of the
     provisions of this Agreement.

          (b) Any reference to any federal, state, local, or foreign statute or
     law shall be deemed also to refer to (i) all rules and regulations
     promulgated thereunder and (ii) such statute or law as amended, modified or
     supplemented from time to time (including any successor statute or law).

          (c) The words "include," "including," and "includes" shall be deemed
     to be followed by the words "without limitation."

          (d) Any  reference herein to a "Section," "Article," or "clause" shall
     mean the applicable section, article, or clause of this Agreement.

          (e) Words such as "herein," "hereinafter," "hereof," "hereto,"
     "hereby," and "hereunder," when used with reference to this Agreement refer
     to this Agreement as a whole.

          (f) The article, section and subsection headings, if any, used herein
     are inserted for reference purposes only and shall not in any way affect
     the meaning or interpretation of this Agreement.

          (g) As used in this Agreement, the masculine, feminine or neuter
     gender, and the singular or plural, shall be deemed to include the others.

          (h) The use of a verb in the present tense includes the future tense.

          (i)  The word "or" is not exclusive.

                           ARTICLE 2. EFFECTIVENESS.

     The registration rights pursuant to Articles 3 and 4 hereof shall become
effective on the Closing Date and shall terminate when there cease to be
Eligible Securities.

                                       4

<PAGE>
 
                        ARTICLE 3. DEMAND REGISTRATION.

     3.1  NOTICE.  At any time or from time to time following the Closing Date,
upon written notice from any Significant Stockholder requesting that the Company
effect the registration under the Securities Act of all or part of the Eligible
Securities held by such Significant Stockholder, which notice shall specify the
number of Eligible Securities intended to be registered and the intended method
or methods of disposition of such Eligible Securities, the Company will use
reasonable efforts to effect (at the earliest possible date) the registration,
under the Securities Act, of such Eligible Securities for disposition in
accordance with the intended method or methods of disposition stated in such
request, provided that:

          (a) the Company shall be obligated to register the Eligible Securities
     upon receipt of a registration request only if the Eligible Securities to
     be registered have a Fair Value at both the time of receipt of the request
     and the filing of the Registration Statement of at least Ten Million
     Dollars ($10,000,000);

          (b) if, following receipt of a registration request pursuant to this
     Article 3 but prior to the filing of a registration statement or the
     effective date of a registration statement filed in respect of such
     request, (i) the Board of Directors of the Company, in its reasonable
     judgment and in good faith, resolves that (A) the filing of a registration
     statement or a sale of Eligible Securities pursuant thereto would
     materially interfere with any significant acquisition, corporate
     reorganization or other similar transactions involving the Company or (B)
     the filing of a registration statement or a sale of Eligible Securities
     pursuant thereto would require disclosure of material information that the
     Company has a bona fide material business purpose for preserving as
     confidential or (C) the Company is unable to comply with SEC requirements,
     and (ii) the Company gives the Significant Stockholder(s) having made such
     request written notice of such determination (which notice shall include a
     copy of such resolution), the Company shall, notwithstanding the provisions
     of this Article 3, be entitled to postpone for up to ninety (90) days the
     filing or effectiveness of any registration statement otherwise required to
     be prepared and filed by it pursuant to this Article 3; provided, however,
     that the Company shall not be entitled to postpone such filing or
     effectiveness if, within the preceding twelve (12) months, it has effected
     a postponement pursuant to this clause (b) and, following such
     postponement, the Eligible Securities to be sold pursuant to the postponed
     registration were not sold (for any reason);

          (c) if the Company shall have previously effected a registration with
     respect to Eligible Securities pursuant to Article 4 hereof, the Company
     shall not be required to effect a registration pursuant to this Article 3
     until a period of one hundred and eighty (180) days shall have elapsed from
     the effective date of the most recent registration under Article 4 hereof;

          (d) the intended method or methods of disposition shall not include a
     "shelf registration" whereby shares of Common Stock are sold from time to
     time in multiple transactions; and,

                                       5

<PAGE>
 
          (e) the Company shall not be obligated to effect, or to take any
     action to effect, any registration under this Section 3.1 after it has
     initiated (i) an aggregate of four (4)  registrations at the request of
     Gary L. West and Mary E. West and any of their assignees, and (ii) four (4)
     registrations at the request of Troy L. Eaden and his assignees under this
     Section 3.1  (excluding any registrations not completed for any reason not
     attributable in whole or in part to any Significant Stockholder).

          (f) the registration statement filed at to the request of holders of
     Eligible Securities pursuant to this Section 3.1 ("Initiating Holders")
     may, subject to Section 3.2 below, include other securities of the Company
     which are held by Persons who, by virtue of agreements with the Company,
     are entitled to include their securities in any such registration ("Other
     Stockholders").

     3.2  UNDERWRITING.  If the holders of Eligible Securities intend to
distribute the Eligible Securities covered by their request by means of an
underwriting, they shall so advise the Company as a part of their request made
pursuant to this Article 3.

     If Other Stockholders request inclusion, the Initiating Holders shall offer
to include the securities of such Other Stockholders in the underwriting and may
condition such offer on their acceptance of the further applicable provisions of
this Section 3.2.  The Initiating Holders whose shares are to be included in
such registration and the Company shall (together with all Other Stockholders
proposing to distribute their securities through such underwriting) enter into
an underwriting agreement in customary form with the representative of the
underwriter or underwriters selected for such underwriting by the Initiating
Holders and reasonably acceptable to the Company.  Notwithstanding any other
provision of this Section 3.2, if the representative advises the Initiating
Holders in writing that marketing factors require a limitation on the number of
shares to be underwritten, the securities of the Company held by Other
Stockholders shall be excluded from such registration to the extent so required
by such limitation.  If, after the exclusion of such shares, further reductions
are still required, the number shall be reduced on a pro rata basis (based on
the number of shares held by such Initiating Holder), by such minimum number of
shares as is necessary to comply with such request.  No Eligible Securities or
any other securities excluded from the underwriting by reason of the
underwriter's marketing limitation shall be included in such registration.  If
any Other Stockholder who has requested inclusion in such registration as
provided above disapproves of the terms of the underwriting, such person may
elect to withdraw therefrom by written notice to the Company, the underwriter
and the Initiating Holders.  The securities so withdrawn shall also be withdrawn
from registration.  If the underwriter has not limited the number of Eligible
Securities or other securities to be underwritten, the Company and officers and
directors of the Company may include its or their securities for its or their
own account in such registration if the representative so agrees and if the
number of Eligible Securities and other securities which would otherwise have
been included in such registration and underwriting will not thereby be limited.

                                       6

<PAGE>
 
     3.3  REGISTRATION EXPENSES.  With respect to the registrations requested
pursuant to this Article 3, the Company shall pay all Registration Expenses.
All underwriting discounts and commissions attributable to the sale of the
Eligible Securities shall be borne by the Holders of the Eligible Securities so
registered pro rata on the basis of the number of their shares so registered.

                      ARTICLE 4. PIGGYBACK REGISTRATION.

     4.1  NOTICE AND REGISTRATION.  If the Company proposes to register Eligible
Securities or any other securities issued by it ("Other Securities") (whether
proposed to be offered for sale by the Company or any other Person) on a form
and in a manner which would permit registration of Eligible Securities or Other
Securities for sale to the public under the Securities Act, it will give prompt
written notice to all Holders of its intention to do so, including the
identities of any Significant Stockholder exercising registration rights
pursuant to Article 3 hereof.  Upon the written request of any Holder delivered
to the Company within fifteen (15) Business Days after the giving of any such
notice (which request shall specify the number of Eligible Securities or Other
Securities intended to be disposed of by such Holder and the intended method of
disposition thereof) the Company will use reasonable efforts to effect the
registration under the Securities Act of all Eligible Securities or Other
Securities which the Company has been so requested to register by such Holder
(the "Selling Stockholder"), provided that:

          (a) if, at any time after giving such written notice of its intention
     to register any Eligible Securities or Other Securities and prior to the
     effective date of the registration statement filed in connection with such
     registration, the Company shall be unable to or shall determine for any
     reason not to register the Eligible Securities or Other Securities the
     Company may, at its election, give written notice of such determination to
     such Holder and thereupon the Company shall be relieved of its obligation
     to register such Eligible Securities or Other Securities (but not from its
     obligation to pay Registration Expenses to the extent incurred in
     connection therewith as provided in Section 4.2), without prejudice,
     however, to the rights (if any) of any Significant Stockholder immediately
     to request that such registration be effected as a registration under
     Article 3;

          (b) If the registration of which the Company gives notice is for a
     registered public offering involving an underwriting, the Company shall so
     advise each of the Holders as a part of the written notice given pursuant
     to Section 4.1.  In such event, the right of each of the Holders to
     registration pursuant to this Section 4.1(b) shall be conditioned upon such
     Holders' participation in such underwriting and the inclusion of such
     Holders' Eligible Securities or Other Securities in the underwriting to the
     extent provided herein.  The Holders whose shares are to be included in
     such registration shall (together with the Company and the Other
     Stockholders distributing their securities through such underwriting) enter
     into an underwriting agreement in customary form with the representative of
     the underwriter or underwriters selected for underwriting by the Company.
     Notwithstanding any other provision of this Section 4.1(b), if the
     representative determines that marketing factors require a limitation on
     the number of shares to be underwritten, the representative may (subject to
     the allocation priority set forth below) limit the number of such
     securities to be

                                       7

<PAGE>
 
     included in the registration and underwriting to not less than twenty-five
     percent (25%) of the shares included therein (based on the number of
     shares). The Company shall so advise all holders of securities requesting
     registration, and the number of shares of securities that are entitled to
     be included in the registration and underwriting shall be allocated in the
     following manner: The securities of the Company held by officers, directors
     and Other Stockholders of the Company (other than Eligible Securities and
     other than securities held by holders who by contractual right demanded
     such registration ("Demanding Holders")) shall be excluded from such
     registration and underwriting to the extent required by such limitation,
     and, if a limitation on the number of shares is still required, the number
     of shares that may be included in the registration and underwriting by each
     of the Holders and Demanding Holders shall be reduced, on a pro rata basis
     (based on the number of shares held by such Holder), by such minimum number
     of shares as is necessary to comply with such limitation. If any of the
     Holders or any officer, director or Other Stockholder disapproves of the
     terms of any such underwriting, he may elect to withdraw therefrom by
     written notice to the Company and the underwriter. Any Eligible Securities
     or other securities excluded or withdrawn from such underwriting shall be
     withdrawn from such registration.

          (c) the Company shall not be required to effect any registration of
     Eligible Securities or Other Securities under this Article 4 incidental to
     the registration of any of its securities in connection with mergers,
     acquisitions, exchange offers, subscription offers, dividend reinvestment
     plans or stock options or other employee benefit plans; and

          (d) the Company shall not be required to register any Eligible
     Securities or Other Securities if the intended method or methods of
     distribution for the Eligible Securities or Other Securities is from time
     to time in multiple transactions.

No registration of Eligible Securities or Other Securities effected under this
Article 4 shall relieve the Company of its obligation (if any) to effect
registrations of Eligible Securities pursuant to Article 3.

     4.2  REGISTRATION EXPENSES.  The Company (as between the Company and any
Holder) shall be responsible for the payment of all Registration Expenses in
connection with any registration pursuant to this Article 4.

                      ARTICLE 5. REGISTRATION PROCEDURES.

     5.1  REGISTRATION AND QUALIFICATION.  If and whenever the Company is
required to use reasonable efforts to effect the registration of any Eligible
Securities or Other Securities under the Securities Act as provided in Articles
3 and 4, the Company will as promptly as is practicable:

          (a) prepare, file and use reasonable efforts to cause to become
     effective a registration statement under the Securities Act regarding the
     Eligible Securities or Other

                                       8

<PAGE>
 
     Securities to be offered, provided that such reasonable efforts obligation
     shall not require the Company to yield to an SEC accounting or other
     comment which it is discussing, resisting or otherwise addressing in good
     faith and which the Board of Directors of the Company determines that such
     discussing, resisting or addressing is materially in the best interests of
     the Company;

          (b) prepare and file with the SEC such amendments and supplements to
     such registration statement and the prospectus used in connection therewith
     as may be necessary to keep such registration statement effective and to
     comply with the provisions of the Securities Act with respect to the
     disposition of all Eligible Securities or other Securities until the
     earlier of such time as all of such Eligible Securities or Other Securities
     have been disposed of in accordance with the intended methods of
     disposition by the Holders set forth in such registration statement or the
     expiration of four (4) months after such Registration Statement becomes
     effective;

          (c) furnish to all Holders and to any underwriter (which term for
     purposes of this Agreement shall include a person deemed to be an
     underwriter within the meaning of Section 2(11) of the Securities Act and
     any placement agent or sales agent) of such Eligible Securities or Other
     Securities one executed copy each and such number of conformed copies of
     such registration statement and of each such amendment and supplement
     thereto (in each case including all exhibits), such number of copies of the
     prospectus included in such registration statement (including each
     preliminary prospectus and any summary prospectus), in conformity with the
     requirements of the Securities Act, such documents incorporated by
     reference in such registration statement or prospectus, and such other
     documents as any Holder or such underwriter may reasonably request;

          (d) use reasonable efforts to register or qualify all Eligible
     Securities or Other Securities covered by such registration statement under
     securities laws of such jurisdictions as any Holder or any underwriter of
     such Eligible Securities shall reasonably request, and do any and all other
     acts and things which may be necessary or advisable to enable any Holder or
     any underwriter to consummate the disposition in such jurisdictions of the
     Eligible Securities or Other Securities covered by such registration
     statement, except the Company shall not for any such purpose be required to
     qualify generally to do business as a foreign corporation in any
     jurisdiction wherein it is not so qualified, or to subject itself to
     taxation in any such jurisdiction, or to consent to general service of
     process in any such jurisdiction;

          (e) promptly notify the selling Holders of Eligible Securities or
     Other Securities and the managing underwriter or underwriters, if any,
     thereof and confirm such advice in writing, (i) when such registration
     statement or the prospectus included therein or any prospectus amendment or
     supplement or post-effective amendment has been filed, and, with respect to
     such registration statement or any post-effective amendment, when the same
     has become effective, (ii) of any comments by the SEC and by the securities
     commissioner or regulator of any state with respect thereto or any request
     by the SEC for amendments or supplements to such registration statement or
     prospectus or for additional information, (iii)

                                       9

<PAGE>
 
     of the issuance by the SEC of any stop order suspending the effectiveness
     of such registration statement or the initiation or threatening of any
     proceedings for that purpose, (iv) if at any time the representations and
     warranties of the Company contemplated by Section 5.1(h) or Section 5.2(b)
     hereof cease to be true and correct in all material respects, (v) of the
     receipt by the Company of any notification with respect to the suspension
     of the qualification of the Eligible Securities or Other Securities for
     sale in any jurisdiction or the initiation or threatening of any proceeding
     for such purpose, or (vi) at any time when a prospectus is required to be
     delivered under the Securities Act, that such registration statement,
     prospectus, prospectus amendment or supplement or post-effective amendment,
     or any document incorporated by reference in any of the foregoing, contains
     an untrue statement of a material fact or omits to state any material fact
     required to be stated therein or necessary to make the statements therein
     not misleading in light of the circumstances then existing;

          (f) use its reasonable efforts to obtain the withdrawal of any order
     suspending the effectiveness of such registration statement or any post-
     effective amendment thereto at the earliest practicable date, provided that
     such reasonable efforts obligation shall not require the Company to yield
     to a material SEC accounting or other comment which it is discussing,
     resisting or otherwise addressing in good faith and which the Board of
     Directors of the Company determines that such discussing, resisting or
     addressing is materially in the best interests of the Company;

          (g) use its reasonable efforts to obtain the consent or approval of
     each governmental agency or authority, whether federal, state or local,
     which may be required to effect such registration or the offering or sale
     in connection therewith or to enable the Holders to offer, or to consummate
     the disposition of, the Eligible Securities or Other Securities, provided
     that such reasonable efforts obligation shall not require the Company to
     yield to a material accounting or other comment issued by such governmental
     agency or authority which it is discussing, resisting or otherwise
     addressing in good faith and which the Board of Directors of the Company
     determines that such discussing, resisting or addressing is materially in
     the best interests of the Company;

          (h) whether or not an agreement of the type referred to in Section 5.2
     hereof is entered into and whether or not any portion of the offering
     contemplated by such registration statement is an underwritten offering or
     is made through a placement or sales agent or any other entity, (i) make
     such representations and warranties to the Holders and the underwriters, if
     any, thereof in form, substance and scope as are customarily made in
     connection with an offering of common stock or other equity securities
     pursuant to any appropriate agreement and/or to a registration statement
     filed on the form applicable to such registration; (ii) obtain opinions of
     counsel to the Company in customary form and covering such matters, of the
     type customarily covered by such opinions, as the underwriters, if any, and
     as the Holders may reasonably request; (iii) obtain a "cold comfort" letter
     or letters from the independent certified public accountants of the Company
     addressed to the Holders and the underwriters, if any, thereof, dated (A)
     the effective date of such registration statement and (B) the date of the
     closing under the underwriting agreement relating thereto, such letter

                                       10

<PAGE>
 
     or letters to be in customary form and covering such matters of the type
     customarily covered, from time to time, by letters of such type and such
     other financial matters as the managing underwriters, if any, and as the
     Holders may reasonably request; (iv) deliver such documents and
     certificates, including officers' certificates, as may be reasonably
     requested by the Holders and the placement or sales agent, if any, therefor
     and the managing underwriters, if any, thereof to evidence the accuracy of
     the representations and warranties made pursuant to clause (i) above and
     the compliance with or satisfaction of any agreements or conditions
     contained in the underwriting agreement or other agreement entered into by
     the Company; and (v) undertake such obligations relating to expense
     reimbursement, indemnification and contribution as are provided in Article
     7 hereof; and,

          (i) use its reasonable best efforts to list prior to the effective
     date of such registration statement, subject to notice of issuance, the
     Eligible Securities or Other Securities covered by such registration
     statement on any securities exchange on which securities of the same class
     are then listed or, if such class is not then so listed, to have the
     Eligible Securities or Other Securities accepted for quotation for trading
     on the Nasdaq National Market System (or a comparable interdealer quotation
     system then in effect).

The Company may require any Holder to furnish the Company such information
regarding such Holder and the distribution of such securities as the Company may
from time to time reasonably request in writing and as shall be required by law
or by the SEC in connection with any registration.

     5.2  UNDERWRITING.  If requested by the underwriters for any underwritten
offering of Eligible Securities or Other Securities pursuant to a registration
requested hereunder, the Company will enter into an underwriting agreement with
such underwriters for such offering. Such agreement shall contain such
representations and warranties by the Company and such other terms and
provisions as are then customarily contained in underwriting agreements with
respect to secondary distributions, including, without limitation, indemnities
and contribution and the provision of opinions of counsel and accountants'
letters to the effect and to the extent provided in Section 5.1(h).  The Holders
on whose behalf Eligible Securities or Other Securities are to be distributed by
such underwriters shall be parties to any such underwriting agreement.  Such
Agreement shall contain such representations and warranties by the Holders and
such other terms and provisions as are then customarily contained in
underwriting agreements with respect to secondary distributions, including,
without limitation, indemnities and contribution to the effect and to the extent
provided in Article 7.  The representations and warranties by, and the other
agreements on the part of, the Company to and for the benefit of such
underwriters shall also be made to and for the benefit of such Holders of
Eligible Securities or Other Securities.

     5.3  BLACKOUT PERIODS.

          (a) For purposes of this Section 5.3, the following terms shall have
     the following meanings:

                                       11

<PAGE>
 
               (i) "Transaction Blackout" means an occurrence where the Board of
          Directors of the Company, in its reasonable judgment and in good
          faith, resolves that such Holder's or Holders' sale of Eligible
          Securities pursuant to the registration statement would materially
          interfere with any significant acquisition, corporate reorganization
          or other similar transaction involving the Company.

               (ii) "Information Blackout" means an occurrence where (i) the
          Company determines in good faith, based upon the advice of outside
          counsel to the Company, that such Holder's or Holders' sale of
          Eligible Securities pursuant to the registration statement would
          require disclosure of material information and the Company's Board of
          Directors, in its reasonable judgment and in good faith, resolves that
          the Company has a bona fide business purpose for preserving such
          information confidential or (ii) the Company determines, after taking
          into account the advice of outside counsel and/or independent
          accountants, that the Company is unable to comply with SEC
          requirements.

          (b) At any time when a registration statement effected pursuant to
     Article 3 hereunder relating to Eligible Securities is effective, upon
     written notice from the Company to all Holders of either a Transaction
     Blackout or Information Blackout, then such Holder or Holders shall suspend
     sales of Eligible Securities pursuant to such registration statement until
     the earlier of:

               (i) (A) in the case of a Transaction Blackout, the earliest of
          (1) one month after the completion of such acquisition, corporate
          reorganization or other similar transaction, (2) promptly after
          abandonment of such acquisition, corporate reorganization or other
          similar transaction and (3) three (3) months after the date of the
          Company's written notice of such Transaction Blackout, or (B) in the
          case of an Information Blackout, the earlier of (1) the date upon
          which such material information is disclosed to the public or ceases
          to be material and (2) ninety (90) days after the Company makes such
          good faith determination, and

               (ii) such time as the Company notifies such Holder or Holders
          that sales pursuant to such registration statement may be resumed.

          (c) Notwithstanding anything to the contrary herein, the Company may
     not impose a Transaction Blackout within thirty (30) days after the initial
     effectiveness of any registration statement of equity securities prepared
     pursuant to a request hereunder.

     5.4  WITHDRAWALS.  Any Holder having notified or directed the Company to
include any or all of such Holder's Eligible Securities or Other Securities in a
registration statement pursuant to Article 3 or 4 hereof shall have the right to
withdraw such notice or direction with respect to any or all of the Eligible
Securities or Other Securities designated for registration thereby by giving
written notice to such effect to the Company at least two business days prior to
the anticipated effective date of such registration statement. Such withdrawing
Holder is hereinafter referred to as

                                       12

<PAGE>
 
a "Withdrawing Holder." In the event of any such withdrawal, the Company shall
amend such registration statement and take such other actions as may be
necessary so that such Eligible Securities or Other Securities are not included
in the applicable registration and not sold pursuant thereto, and such Eligible
Securities or Other Securities shall continue to be Eligible Securities or Other
Securities accordance herewith. The Withdrawing Holder shall be responsible for
assuming that Withdrawing Holder's pro rata share of the Company's expenses in
connection with such registration. No withdrawal shall affect the obligations of
the Company with respect to Eligible Securities or Other Securities not
withdrawn, provided, however, that in the case of a registration pursuant to
Article 3 hereof, if such withdrawal shall reduce the total number of the
Eligible Securities to be registered so that the requirements set forth in
Section 3.1(a) are not satisfied, then the Company shall, prior to the filing of
such registration statement or, if such registration statement (including any
amendment thereto) has theretofore been filed, prior to the filing of any
further amendment thereto, give each Holder of Eligible Securities to be
registered notice of such fact and, within ten (10) business days following the
giving of such notice, either the Company or the Holders of a majority of such
Eligible Securities may, by written notice to each Holder of such Eligible
Securities or to the Company, as the case may be, elect that such registration
statement not be filed or, if it has theretofore been filed, that it be
withdrawn.

               ARTICLE 6. PREPARATION; REASONABLE INVESTIGATION.

     In connection with the preparation and filing of each registration
statement registering Eligible Securities or Other Securities under the
Securities Act, the Company will give all Holders and the underwriters, if any,
and their respective counsel and accountants, such reasonable and customary
access to its books and records and such opportunities to discuss the business
of the Company with its directors, officers, employees, counsel and the
independent public accountants who have certified its financial statements as
shall be necessary, in the opinion of any Holder and such underwriters or their
respective counsel, to conduct a reasonable investigation within the meaning of
the Securities Act.

                 ARTICLE 7. INDEMNIFICATION AND CONTRIBUTION.

     7.1  INDEMNIFICATION AND CONTRIBUTION BY THE COMPANY.  In the event of any
registration of any Eligible Securities or Other Securities hereunder, the
Company will enter into customary indemnification arrangements to indemnify and
hold harmless all selling Holders, their directors and officers (if any), each
Person who participates as an underwriter in the offering or sale of such
securities, each officer and director of each underwriter, and each Person, if
any, who controls such seller or any such underwriter within the meaning of the
Securities Act against any losses, claims, damages, liabilities and expenses,
joint or several, to which such Person may be subject under the Securities Act
or otherwise insofar as such losses, claims, damages, liabilities or expenses
(or actions or proceedings in respect thereof) arise out of or are based upon
((a) any untrue statement or alleged untrue statement of any material fact
contained in any registration statement under which such securities were
registered under the Securities Act, any preliminary prospectus or final
prospectus included therein, or any amendment or supplement thereto, or any
document incorporated by reference therein, or (b) any omission or alleged
omission to state therein a material

                                       13

<PAGE>
 
fact required to be stated therein or necessary to make the statements therein
not misleading, and the Company will periodically reimburse each such Person for
any legal or any other expenses reasonably incurred by such Person in connection
with investigating or defending any such loss, claim, liability, action or
proceeding; provided that the Company shall not be liable in any such case to
the extent that any such loss, claim, damage, liability (or action or proceeding
in respect thereof) or expense arises out of or is based upon an untrue
statement or alleged untrue statement or omission or alleged omission made in
such registration statement, any such preliminary prospectus or final
prospectus, amendment or supplement in reliance upon and in conformity with
written information furnished to the Company by any selling Holder or such
underwriter for use in the preparation thereof. Such indemnity shall remain in
full force and effect regardless of any investigation made by or on behalf of
any Holder or any such Person and shall survive the transfer of such securities
by such selling Holder. The Company also shall agree to provide for contribution
as shall be reasonably requested by such selling Holder or any underwriters in
circumstances where such indemnity is held unenforceable.

     7.2  INDEMNIFICATION AND CONTRIBUTION BY THE SELLING HOLDERS.   All selling
Holders, by virtue of exercising their registration rights hereunder, agree and
undertake to enter into customary indemnification arrangements to indemnify and
hold harmless (in the same manner and to the same extent as set forth in Section
7.1) the Company, each director of the Company, each officer of the Company who
shall sign such registration statement, each Person who participates as an
underwriter in the offering or sale of such securities, each officer and
director of each underwriter, each Person, if any, who controls the Company or
any such underwriter within the meaning of the Securities Act, with respect to
any statement in or omission from such registration statement, any preliminary
prospectus or final prospectus included therein, or any amendment or supplement
thereto, if such statement or omission was made in reliance upon and in
conformity with written information concerning such Holder furnished by it to
the Company.  Such indemnity shall remain in full force and effect regardless of
any investigation made by or on behalf of the Company or any such director,
officer or controlling Person and shall survive the transfer of the registered
securities by any Holder. Holders also shall agree to provide for contribution
as shall be reasonably requested by the Company or any underwriters where such
indemnity is held unenforceable.  The indemnification and contribution
obligations of any Holder shall in every case be limited to the aggregate
proceeds received (net of any underwriting fees and expenses and other
transaction costs) by such Holder in such registration.

                  ARTICLE 8. TRANSFER OF REGISTRATION RIGHTS.

     Any Holder may transfer the registration rights granted hereunder to any
other Person (who shall be bound by all obligations of this Agreement).

                      ARTICLE 9. UNDERWRITTEN OFFERINGS.

     If any of the Eligible Securities or Other Securities covered by any
registration statement filed pursuant to Article 3 hereof, or pursuant to
Article 4 hereof in connection with a secondary offering, are to be sold
pursuant to an underwritten offering, the managing underwriter or underwriters
thereof

                                       14

<PAGE>
 
shall, in the case of any registration statement filed pursuant to Article 3
hereof, be designated after consultation with the Company by the Holder or
Holders demanding registration, provided that such designated managing
underwriter or underwriters is or are reasonably acceptable to the Company and,
in the case of any registration statement pursuant to Article 4 hereof, by the
Person originating the registration.

                             ARTICLE 10. RULE 144.

     The Company covenants to and with each Holder of Eligible Securities or
Other Securities that to the extent it shall be required to do so under the
Exchange Act, the Company shall use its best efforts to timely file the reports
required to be filed by it under the Exchange Act or the Securities Act
(including, but not limited to, the reports under Section 13 and 15(d) of the
Exchange Act referred to in subparagraph (c)(1) of Rule 144 adopted by the SEC
under the Securities Act) and the rules and regulations adopted by the SEC
thereunder, and shall use its best efforts to take such further action as any
Holder may reasonably request, all to the extent required from time to time to
enable the Holders to sell Eligible Securities or Other Securities without
registration under the Securities Act within the limitations of the exemption
provided by Rule 144 under the Securities Act, as such Rule may be amended from
time to time, or any similar rule or regulation hereafter adopted by the SEC.
Upon the request of any Holder of Eligible Securities or Other Securities, the
Company shall deliver to such Holder a written statement as to whether it has
complied with such requirements at any time from and after ninety (90) days
following the effective date of the first registration statement filed by the
Company for an offering of securities to the general public.

                          ARTICLE 11. MISCELLANEOUS.

     11.1  SEVERABILITY.  If any clause, provision or section of this Agreement
shall be invalid, illegal or unenforceable, the invalidity, illegality or
unenforceability of such clause, provision or section shall not affect the
enforceability or validity of any of the remaining clauses, provisions or
sections hereof to the extent permitted by applicable law.

     11.2  GOVERNING LAW.  THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND
ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEBRASKA WITHOUT GIVING
EFFECT TO CONFLICTS OF LAW PRINCIPLES.

     11.3  CONSENT TO JURISDICTION; SERVICE OF PROCESS; WAIVER OF JURY TRIAL.

          (a) THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY SUBMIT TO THE
     EXCLUSIVE JURISDICTION OF ANY FEDERAL OR STATE COURT LOCATED IN OMAHA,
     NEBRASKA, OVER ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO
     THIS AGREEMENT.  THE PARTIES HEREBY IRREVOCABLY WAIVE, TO THE FULLEST
     EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION WHICH THEY MAY NOW OR
     HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUCH SUIT, ACTION OR
     PROCEEDING BROUGHT IN SUCH COURT.

                                       15

<PAGE>
 
          (b) THE PARTIES HEREBY IRREVOCABLY WAIVE ANY RIGHTS THEY MAY HAVE IN
     ANY COURT, STATE OR FEDERAL, TO A TRIAL BY JURY IN ANY CASE OF ANY TYPE
     THAT RELATES TO OR ARISES OUT OF THIS AGREEMENT OR THE TRANSACTIONS
     CONTEMPLATED HEREIN.

     11.4  SPECIFIC PERFORMANCE.  The Company acknowledges that it would be
impossible to determine the amount of damages that would result from any breach
by it of any of the provisions of this Agreement and that the remedy at law for
any breach, or threatened breach, of any of such provisions would likely be
inadequate and, accordingly, agrees that each Holder shall, in addition to any
other rights or remedies which it may have, be entitled to seek such equitable
and injunctive relief as may be available from any court of competent
jurisdiction to compel specific performance of, or restrain the Company from
violating any such provisions.  In connection with any action or proceeding for
injunctive relief, the Company hereby waives the claim or defense that a remedy
at law alone is adequate and agrees, to the maximum extent permitted by law, to
have each provision of this Agreement specifically enforced against it, without
the necessity of posting bond or other security against it, and consents to the
entry of injunctive relief against it enjoining or restraining any breach or
threatened breach of this Agreement.

     11.5  MODIFICATION AND AMENDMENT.  This Agreement may not be changed,
modified, discharged or amended, except by an instrument signed by all of the
parties hereto.

     11.6  COUNTERPARTS.  This Agreement may be executed in counterparts, each
of which shall be an original, but all of which together shall constitute one
and the same instrument.

     11.7  ENTIRE AGREEMENT.  This Agreement constitutes the entire agreement
and understanding among the parties and supersedes any prior understandings
and/or written or oral agreements among them respecting the subject matter
herein.

     11.8  NOTICES.  All notices, requests, demands, consents and other
communications required or permitted to be given pursuant to this Agreement
shall be in writing and delivered by hand, by overnight courier delivery service
or by certified mail, return receipt requested, postage prepaid.  Notices shall
be deemed given when actually received, which shall be deemed to be not later
than the next Business Day if sent by overnight courier or after five (5)
Business Days if sent by mail.

     11.9  SUCCESSORS TO COMPANY, ETC.  This Agreement shall be binding upon,
and inure to the benefit of, the Company's successors and assigns.

                                       16

<PAGE>
 
     IN WITNESS WHEREOF, the parties hereto have executed this Agreement or
caused this Agreement to be executed as of the day and year first above written.

 
                                             WEST TELESERVICES CORPORATION
 

                                             By:___________________________
                                                         
 

                                       17

<PAGE>
 
                                  STOCKHOLDERS



<TABLE>
<CAPTION>
 
<S>                                <C>
- --------------------------------      ---------------------------------------
         Gary L. West                            Mary E. West
 
- --------------------------------      --------------------------------------- 
        Troy L. Eaden                          Joseph L. Bradley
          
- --------------------------------      ---------------------------------------
         John Erwin                           Maureen F. Gregory
 
- --------------------------------      ---------------------------------------
       Robert W. Hill                           Melinda M. Joern
 
- --------------------------------      --------------------------------------- 
      Thomas M. Streck
 
</TABLE>


                                       18



<PAGE>
 
                           Bill of Sale & Assignment



     KNOW ALL MEN BY THESE PRESENTS, that West Telemarketing Corporation, a
Delaware corporation having its principal office and place of business at 9910
Maple Street, Omaha, Nebraska 68134, ("Seller") for and in consideration of Six
Hundred and Forty Two Thousand, Two Hundred and Eight, and no/100 ($642,208.00)
and other good and valuable consideration received from Troy L. Eaden ("Buyer"),
acknowledged, has bargained, sold, transferred, assigned, set over and conveyed,
and by these presents does bargain, sell, transfer, assign, set over and convey
unto Buyer, its successors and assigns forever, its interest in equipment and
contracts as described below.

     A 12.5% undivided interest in the following aircraft, together with all
engines, appurtenances, appliances, parts, instruments, accessions, furnishings
and other equipment of whatever nature incorporated in or contained in or
attached to the same:

     Aircraft:                      Cessna Citation V Ultra
     Manufacturer's Serial No:      560-0352
     FAA Registration No:           N 352 QS
     Engines                        Pratt & Whitney JT 15D-5D
     Engine Serial #s               Left PCE 500193 Right PCE 500192


     Except as specifically set forth in this Bill of Sale there are no
warranties or representations of any kind or nature express
 or implied,
concerning the equipment, its condition, its design, its operation, its fitness
for a particular purpose, its airworthiness, its merchantability or with respect
to patent infringement or the like.  Seller shall, in no event, be liable to
Buyer for any indirect, special or consequential damages caused, directly or
indirectly, by the equipment or any inadequacy thereof for any purpose, or any
deficiency or defect therein, or the use or maintenance thereof, or any repairs,
servicing or adjustments hereto.

     In Witness Whereof, Seller has caused this Bill of Sale to be executed and
delivered this 30th day of October, 1996.



West Telemarketing                                 Troy L. Eaden, Buyer
Corporation, Seller                            
                                               
By:   /s/ Gary West                                By:    /s/ Troy L. Eaden
     ------------------                                 --------------------
       Gary West                               
       Chairman                                    



<PAGE>
 
NETJETS                                                          0895
System

                                CITATION V ULTRA
                               PURCHASE AGREEMENT

          THIS PURCHASE AGREEMENT (the "Agreement") made and entered into
between Executive Jet Sales, Inc. ("EJS" or "Seller"), a Delaware corporation
having its principal office and place of business at 625 North Hamilton Rd.,
Columbus, Ohio 43219, and the individual or entity whose signature and address
appears below ("Buyer").

          WITNESSETH;

          WHEREAS, Seller is in the business of purchasing and selling aircraft;
and

          WHEREAS, Seller owns the aircraft equipment, warranty rights and log
books (the "Aircraft") listed and described on the Schedule attached hereto (the
"Schedule").  The Aircraft will be sold in up to sixteen (16) undivided
interests of at least six and one quarter percent (6.25%) each; and

          WHEREAS, Buyer desires to purchase from Seller, and Seller desires to
sell to Buyer an undivided interest in the Aircraft as set forth on the Schedule
(the "Interest") subject to the rights of the owners of the remaining interests
in the Aircraft as provided in the Operative Documents as herein defined (the
"Additional Interest Owners").

          NOW, THEREFORE, in consideration of the premises contained herein, the
parties hereto, desiring legally to be bound, hereby agree as follows:

1.   Purchase of
 Interest

      1.1       Conveyance of Interest. Subject to the terms and conditions
hereof, Seller shall, on the Closing Date (as hereinafter defined), transfer,
convey, assign, set over, bargain, sell and deliver unto Buyer, and Buyer shall
purchase from Seller, the Interest consisting of an undivided percentage
interest as set forth in the Schedule in and to the Aircraft (and all aircraft
logbooks and inspection, modification and overhaul records, if any, relating to
the Aircraft, and, to the extent assignable, all rights of Seller to service and
warranty rights with respect to the Aircraft), subject to the rights of the
Additional Interest Owners as provided in the Operative Documents. Seller shall
deliver to Buyer, on or prior to the Closing Date, a Bill of Sale in the form
prescribed by the Federal Aviation Administration (the "FAA") for the Interest
(the "Bill of Sale").

<PAGE>
 
     1.2        Purchase Price. The total purchase price (the "Purchase Price")
to be paid by Buyer to Seller for the Interest shall be as set forth in the
Schedule, payable as follows:

           (a)  The balance of the Purchase Price by wire transfer to Seller on
     the execution of the Operative Documents; and,

           (b)  In the event any sales, use, luxury or similar tax is assessed
     on Seller with respect to the purchase of the Interest, Buyer hereby
     covenants and agrees to pay an amount equal to the assessed tax, and any
     related penalties and interest, to Seller within ten (10) days of receiving
     notice thereof from Seller, and Seller shall apply such amount to payment
     of the tax. Buyer may protest such taxes provided it fully indemnifies
     Seller therefor.

     1.3        Operative Documents. As used herein the term Operative Documents
or Documents shall mean the Management Agreement, this Agreement, the Owner's
Agreement, the Master Interchange Agreement, the Aircraft Acceptance Form and
the Bill of Sale.

     1.4        Anticipated Delivery Date. Seller anticipates that the Aircraft
will be ready for delivery on the anticipated delivery date (the "Anticipated
Delivery Date") set forth on the Schedule although the actual date for delivery
cannot be ascertained at this time. In the event that the Aircraft will not be
available for delivery within sixty (60) days after the Anticipated Delivery
Date, Buyer may notify Seller, in writing, of its desire to terminate this
Agreement, in which event Seller shall promptly refund the Deposit to Buyer and
this Agreement shall be null and void and without further effect. In the event
Seller notifies Buyer that the Aircraft is available for delivery on or before a
date which is not more than sixty (60) days after the Anticipated Delivery Date
or such other date as is mutually agreeable to Buyer and Seller and thereafter
Buyer unreasonably withholds or delays Buyer's acceptance of the Aircraft or
fails to execute the Operative Documents and pay the balance of the Purchase
Price for a period of ten (10) days after such date then Seller may retain the
deposit as liquidated damages, and not as a penalty, and this Agreement shall be
null and void and without further effect.
  
2.   Representations and Warranties

      2.1       Representations and Warranties of the Seller. Seller represents
and warrants to, and covenants and agrees with Buyer, as follows:
 
           (a)  (i) On the Closing Date the Aircraft shall be in a new
     condition, purchased from its manufacturer within the last sixty (60) days,
     in good working order and repair and have a valid Certificate of
     Airworthiness issued by the FAA with all applicable airworthiness
     directives and inspections 

                                      -2-

<PAGE>
 
     current, (ii) no defaults or conditions which, with the passage of time or
     giving of notice or both, would constitute defaults, exist under any
     agreement, instrument or document to which Seller is a party, or by which
     the Aircraft or the Interest is bound.

           (b)  On the Closing Date Seller shall own, and by this Agreement and
     the Bill of Sale shall convey to Buyer, good and marketable title to the
     Interest free and clear of any and all leases, liens, claims, rights to
     purchase and encumbrances other than the rights of any Additional Interest
     Owners as provided in the Operative Documents.

           (c)  Seller is a corporation duly and validly organized and existing
     in good standing under the laws of the state of its incorporation and has
     all power and authority to own or lease its properties and carry on its
     business where such properties are located and such business is conducted.
     Seller has the power and authority to enter into this Agreement, to
     execute, deliver and receive all other instruments and documents executed
     and delivered and received in connection with the transactions herein
     referred to carry out the sale and transfer of the Interest to Buyer and
     the transactions contemplated hereunder and thereunder.  Seller has the
     power and authority to execute and deliver this Agreement, the Bill of Sale
     and any other documents and instruments required to be executed and
     delivered by it.

           (d)  There is no action, suit or proceeding pending against Seller
     before or by any court, administrative agency or other governmental
     authority which brings into question the validity of, or in any way legally
     or financially (in the case of performance) impairs, the execution,
     delivery or performance by Seller of any Document.

           (e)  The execution and delivery of the Documents by Seller and the
     performance by it of its obligations thereunder, including, without
     limitation, the conveyance of the Interest and the acceptance of the
     Purchase Price in exchange therefor, have been duly authorized by all
     necessary corporate action of Seller and do not violate or conflict with
     (i) any provision of Seller's Certificate of Incorporation or By-Laws, or
     (ii) any law or any order, writ, injunction, decree, rule or regulation of
     any court, administrative agency or any other governmental authority.

           (f)  The Documents to be executed and delivered by Seller constitute
     the valid and binding obligations of Seller enforceable in accordance with
     their respective terms, subject, however, to (i) laws of general
     application affecting creditors' rights and (ii) judicial discretion, to
     which equitable remedies are subject.

                                      -3-

<PAGE>
 
           (g)  Seller is not subject to any restriction (which has not been
     complied with) or agreement which, with or without the giving of notice,
     the passage of time, or both, prohibits or would be violated by, or be in
     conflict with, the execution, delivery and consummation of the Documents
     and transactions therein referred to.

           (h)  The Aircraft has been inspected and maintained within the twelve
     (12) month period preceding the date hereof in accordance with the
     provisions of FAR 91.409 except to the extent the Aircraft is less than
     twelve (12) months old and all applicable requirements for maintenance and
     inspection thereunder have been complied with.  Seller acknowledges that
     Buyer will rely exclusively upon this representation in making a similar
     representation under the Master Interchange Agreement dated of even date
     herewith.

           (i)  Seller represents the total time on the aircraft and engines is
     the number of hours listed on the Schedule.

           (j)  Seller has not employed, engaged or otherwise dealt with any
     broker or agent in connection with this Agreement and any commissions
     payable as a result thereof shall be the sole responsibility of Seller
     unless such broker or agent has been retained by written agreement by
     Buyer.

           (k)  EXCEPT AS SPECIFICALLY SET FORTH IN THIS SECTION 2.1 OR IN THE
     BILL OF SALE THERE ARE NO WARRANTIES OR REPRESENTATIONS OF ANY KIND OR
     NATURE, EXPRESS OR IMPLIED, CONCERNING THE TRANSACTION CONTEMPLATED BY THIS
     AGREEMENT, OR THE AIRCRAFT, ITS CONDITION, ITS FITNESS FOR A PARTICULAR
     PURPOSE, ITS AIRWORTHINESS, ITS DESIGN, ITS OPERATION, ITS MERCHANTABILITY
     OR WITH RESPECT TO PATENT INFRINGEMENT OR THE LIKE.  SELLER SHALL, IN NO
     EVENT, BE LIABLE TO BUYER FOR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL
     DAMAGES CAUSED, DIRECTLY OR INDIRECTLY, BY THE AIRCRAFT OR ANY INADEQUACY
     THEREOF FOR ANY PURPOSE, OR ANY DEFICIENCY THEREIN, OR THE USE OR
     MAINTENANCE THEREOF, OR ANY REPAIRS, SERVICING OR ADJUSTMENTS THERETO
     EXCEPT AS PROVIDED IN THE OPERATIVE DOCUMENTS.

      2.2.      Representations and Warranties of the Buyer. The Buyer
represents and warrants to, and agrees with, the Seller as follows:
 
          (a)   Buyer, if a corporation, is duly and validly organized and
     existing in good standing under the laws of the state of its incorporation.

          (b)   Buyer has the power and the authority to enter into the
     Documents to be executed and delivered by Buyer, and to carry out the
     transactions contemplated thereunder.

                                      -4-

<PAGE>
 
          (c)   The execution and delivery of the Documents by Buyer, and the
     performance of its obligations thereunder have been duly authorized by all
     necessary action of Buyer and do not violate or conflict with (i) any
     provision of Buyer's Certificate of Incorporation or By-Laws, if Buyer is a
     corporation, or (ii) any law or any order, writ, injunction, decree, rule
     or regulation of any court, administrative agency or any other governmental
     authority.  There is no action, suit or proceeding pending or threatened
     against Buyer before any court, administrative agency or other governmental
     authority which brings into question the validity of, or might in any way
     impair, the execution, delivery or performance by Buyer of any Document.

          (d)   The Documents to be executed and delivered by Buyer constitute
     the valid and binding obligations of Buyer enforceable in accordance with
     their respective terms, subject, however, to (i) laws of general
     application affecting creditors' rights and (ii) judicial discretion, to
     which equitable remedies are subject.

          (e)   Buyer is not subject to any restriction or agreement which, with
     or without the giving of notice, the passage of time, or both, prohibits or
     would be violated by, the execution, delivery and consummation of the
     Documents and the transactions therein referred to other than restrictions
     and agreements as to which it has obtained the necessary consents for such
     execution, delivery and consummation by Buyer.

          (f)   Buyer is a citizen of the United States (as defined in U.S.C.
     (S) 40101, et seq., as amended) and covenants and agrees that it will
     remain such for so long as it retains the Interest, and further covenants
     and agrees that the Aircraft will be registered in the United States
     throughout the term of this Agreement.

          (g)   Buyer has not employed, engaged or otherwise dealt with any
     broker or agent in connection with this Agreement and any commissions
     payable as a result thereof shall be the sole responsibility of Buyer
     unless such broker or agent has been retained by Seller.

          (h)   Buyer hereby specifically acknowledges, for the benefit of
     Seller, that neither Seller nor any employee or agent of (or counsel to)
     Seller has made any representation or warranty to Buyer as to (i) the
     future sale value or rental value of the Aircraft or the Interest, or (ii)
     any tax consequence to Buyer of its participation in any transaction
     contemplated by this Agreement or otherwise related in any way to the
     Aircraft, the Interest, or the purchase, sale, management, use or financing
     thereof.


                                      -5-

<PAGE>
 
3.   Indemnification

     Each of Seller and Buyer will indemnify the other and protect, defend and
hold it harmless from and against any and all loss, cost, damage, injury or
expense, including, without limitation, reasonable attorney's fees, wheresoever
and howsoever arising which the indemnified party or its stockholders, or any or
its, or their, directors, officers, agents, employees, stockholders or partners,
may incur by reason of any breach by the indemnifying party of any of its
representations or obligations set forth in the Documents.  In the event any
claim for indemnification hereunder arises on account of a claim or action made
or instituted by a third person against the non-indemnifying party, the non-
indemnifying party shall notify the indemnifying party promptly after the
receipt of notice by the non-indemnifying party that such claim was made or that
such action was commenced.  The indemnifying party shall be entitled to
participate in the defense of any such claim or action by counsel of its own
choosing.  If the indemnifying party shall participate in the defense of such
claim or action, the same shall not be settled without its prior written consent
(which consent shall not be unreasonably withheld) unless the indemnifying party
shall deny or fail to confirm after written request the other's right to
indemnification.  Each of Seller and Buyer also hereby indemnifies and shall
hold the other harmless against any loss sustained or reasonable expense
incurred by the other as the direct result of or arising out of the imposition
on the Aircraft or the Interest of any Federal or other tax lien or the
foreclosure thereof by virtue of the failure to pay or underpayment by the
indemnifying party of the Federal or other taxes payable by such indemnifying
party.

4.   Benefits of Representations, Warranties, Etc.

     Seller hereby assigns to Buyer (to the extent assignable) the benefits of
all warranties, representations, covenants and indemnities made to Seller by, or
which Seller is entitled to enforce against, the manufacturer of the Aircraft.

5.   Conditions Precedent to Closing

          (a)  Seller's obligations to sell the Interest to Buyer shall be
     subject to the performance by Buyer of all of its agreements hereunder to
     be performed on or prior to the Closing Date including the obligation of
     Buyer to make the payments set forth in Section 1.2 hereof.

          (b)  Buyer's obligations to purchase the Interest from Seller shall be
     subject to the performance by Seller of all of its agreements hereunder to
     be performed on or prior to the Closing Date and to the satisfaction of the
     following conditions:

                                      -6-

<PAGE>
 
              (1) Execution and delivery by Seller to Buyer of the Bill of Sale;

              (2) Arrangements satisfactory to Buyer shall have been made with
          respect to the registration of Buyer's Interest with the FAA;

              (3) Seller shall present Buyer with evidence of Seller's title to
          the Aircraft to the extent of the Interest subject only to the rights
          of the Additional Interest Owners; and,

              (4) Executive Jet Aviation, Inc., a Delaware corporation and
          affiliate of Seller ("EJA"), shall have agreed to manage the Aircraft
          on behalf of Buyer and the Additional Interest Owners pursuant to the
          terms of a management agreement typically used by EJA (the "Management
          Agreement") and shall have agreed to administer an interchange program
          among Buyer, the Additional Interest Owners and certain owners of
          other aircraft pursuant to the terms of a master interchange agreement
          (the "Master Interchange Agreement"), copies of which agreements Buyer
          acknowledges have been previously delivered to and reviewed by Buyer.

          (c) Buyer agrees that, at such time as Seller and EJA mutually agree
     that the Aircraft is operational, in good working order and ready to use,
     Buyer will execute and deliver to Seller and EJA, an Aircraft Acceptance
     Form, Owner's Agreement, Master Interchange Agreement and Management
     Agreement in the forms previously delivered to and reviewed by Buyer, which
     shall be dated the date of such mutual agreement.  Buyer hereby
     specifically appoints EJA as Buyer's agent to accept delivery of the
     Aircraft.  Buyer agrees not to unreasonably withhold or delay its
     acceptance of the Aircraft.  Buyer hereby agrees to execute and deliver the
     Aircraft Acceptance Form within five (5) days from the date of such
     agreement, and further agrees to indemnify and hold Seller harmless from
     and against any and all claims, charges, costs or expenses arising out of
     or relating to Buyer's failure to so execute and deliver such Aircraft
     Acceptance Form.  The transaction contemplated hereunder shall be deemed to
     commence, and the Management Agreement, Owner's Agreement, Master
     Interchange Agreement and other Operative Documents shall be dated, as of
     the commencement date specified on the Aircraft Acceptance Form (the
     "Closing Date" or "Commencement Date").

6.   Repurchase by Seller

          (a)  Seller hereby acknowledges and agrees that in the event of a
     material default by EJA in the performance of any of its substantive
     obligations under the Operative Documents or upon any breach of any
     material representations or 

                                      -7-

<PAGE>
 
     warranties made by Seller hereunder which default shall continue for ten
     (10) days after receipt of written notice or in the event Buyer terminates
     the Management Agreement for any of the events specified in Section 16 of
     the Management Agreement which entitles Buyer to terminate the Management
     Agreement, then upon written notice, and provided no material default by
     Buyer has occurred and is continuing under any of the Operative Documents,
     Buyer shall have the right and the option to cause Seller to repurchase
     Buyer's Interest in the Aircraft for the then Fair Market Value of the
     Aircraft (determined by mutual agreement of Buyer and Seller, or absent
     such agreement, by an independent appraiser mutually agreed upon by the
     parties, or, absent such agreement, by a majority of three independent
     appraisers, one selected by the Buyer, one selected by the Seller, and the
     third selected by the other two) multiplied by the percentage equivalent of
     the Interest, utilizing the assumption, in calculating such repurchase
     price, that the Aircraft is in the condition required to be maintained
     under the Management Agreement, the engines on the Aircraft are mid-life
     (pre Hot Section inspections) and utilizing the actual number of hours on
     the airframe, and without regard to or consideration of any maintenance
     reserves established by EJA under the Management Agreement. Seller shall be
     entitled to deduct from the amount payable as the repurchase price all
     unpaid sums due under the Operative Documents, which sums if any, shall be
     retained by EJS if due EJS or remitted to the party to whom such sums are
     owing pursuant to the Operative Documents, and, in the event the repurchase
     price is insufficient to deduct therefrom all such sums due and owing, then
     Buyer shall remain liable to Seller for the payment of such sums to the
     extent of the deficiency. In the event Buyer notifies Seller of its desire
     to cause Seller to repurchase Buyer's Interest in the Aircraft as herein
     described, Seller shall have ninety (90) days after receipt of such notice
     to cause such repurchase to occur and Buyer agrees that upon any such
     repurchase Buyer will transfer to Seller good and marketable title to the
     Interest free and clear of any and all liens or encumbrances caused by
     Buyer other than mechanics liens to be discharged in the ordinary course of
     business.

          (b)  Seller hereby acknowledges and agrees that Buyer shall have the
     right and option, upon at least thirty (30) days written notice and
     provided no material default by Buyer has occurred and is continuing under
     any of the Operative Documents, to cause Seller to repurchase Buyer's
     Interest in the Aircraft at any time after twenty-four (24) months from the
     date hereof for the then Fair Market Value of the Aircraft (determined by
     mutual agreement of Buyer and Seller, or absent such agreement, by an
     independent appraisers, appraiser mutually agreed upon by the parties, or,
     absent such agreement, by a majority of three independent appraisers one
     selected by the Buyer, one 

                                      -8-

<PAGE>
 
     selected by the Seller, and the third selected by the other two) multiplied
     by the percentage equivalent of the Interest net of a seven percent (7%)
     brokerage commission to be reserved by Seller, utilized the assumption, in
     calculating such repurchase price, that the Aircraft is in the condition
     required to be maintained under the Management Agreement, the engines on
     the Aircraft are mid-life (pre Hot Section inspections) and utilizing the
     actual number of hours on the airframe and without regard to or
     consideration of any maintenance reserves established by EJA under the
     Management Agreement. Seller shall be entitled to deduct from the amount
     payable as the repurchase price all unpaid sums due under the Operative
     Documents, which sums if any shall be retained by EJS if due EJS or
     remitted to the party to whom such sums are owing pursuant to the Operative
     Documents, and, in the event the repurchase price is insufficient to deduct
     therefrom all such sums due and owing, then Buyer shall remain liable to
     Seller for the payment of such sums to the extent of the deficiency. In the
     event Buyer notifies Seller of its desire to cause Seller to repurchase
     Buyer's Interest in the Aircraft as herein described, Seller shall have
     ninety (90) days after receipt of such notice to cause such repurchase to
     occur and Buyer agrees that upon any such repurchase Buyer will transfer to
     Seller good and marketable title to the Interest free and clear of any and
     all liens or encumbrances caused by Buyer other than mechanics liens to be
     discharged in the ordinary course of business.

          (c)  Buyer hereby acknowledges and agrees that Seller shall have the
     right and option, in addition to any other remedies Seller may be entitled
     to, upon a material default by Buyer under any of the Operative Documents
     which results in the termination of the Management Agreement by EJA, to
     repurchase Buyer's Interest in the Aircraft for the then Fair Market Value
     of the Aircraft (determined by mutual agreement of Buyer and Seller, or,
     absent such agreement, by an independent appraiser mutually agreed upon by
     the parties, or absent such agreement, by a majority of three independent
     appraisers, one selected by Buyer, one selected by Seller and the third
     selected by the other two) multiplied by the percentage equivalent of the
     Interest, in each case net of a seven percent (7%) brokerage commission to
     be reserved by Seller, utilizing the assumption, in calculating such
     repurchase price, that the Aircraft is in the condition required to be
     maintained under the Management Agreement, the engines on the Aircraft are
     mid-life (pre Hot Section inspections) and utilizing the actual number of
     hours on the airframe and without regard to or consideration of any
     maintenance reserves established by EJA under the Management Agreement.
     Seller shall be entitled to deduct from the amount payable as the
     repurchase price all unpaid sums due under the Operative Documents, which
     sums if any, shall be retained by EJS if due EJS or remitted to the party

                                      -9-

<PAGE>
 
     to whom such sums are owing pursuant to the Operative Documents, and, in
     the event the repurchase price is insufficient to deduct therefrom all such
     sums due and owing, then Buyer shall remain liable to Seller for the
     payment of such sums to the extent of the deficiency.  In the event Seller
     notifies Buyer of its desire to repurchase Buyer's Interest in the Aircraft
     as herein described, Seller shall have ninety (90) days after receipt of
     such notice by Buyer to cause such repurchase to occur and Buyer agrees
     that upon any such repurchase Buyer shall transfer to Seller good and
     marketable title to the interest free and clear of any and all liens or
     encumbrances caused by Buyer other than mechanics liens to be discharged in
     the ordinary course of business.

          (d)  Notwithstanding the foregoing, in the event Seller repurchases
     Buyer's Interest in the Aircraft, such repurchase by Seller shall not be
     deemed a waiver of EJA's, Seller's or Buyer's right to pursue all remedies
     at law and in equity to which it may otherwise be entitled against the
     other party(ies) for any default under the Operative Documents, each
     acknowledging that it shall retain the right to proceed against the other
     party(ies) after the repurchase for any such default.

7.   Transferability of Aircraft

    Buyer shall not, for so long as the Aircraft is being operated under the
terms of the Management Agreement and the Master Interchange Agreement, sell or
otherwise transfer Buyer's Interest in the Aircraft to any other person, firm or
entity (the "New Purchaser"), other than an affiliate of Buyer or pursuant to
Section 20 of the Management Agreement, or to a Bank as security as set forth in
Section 1 of the Owners Agreement, without the prior written consent of Seller
and EJA, which consent shall not be unreasonably withheld, provided that such
New Purchaser (i) meets Seller's and EJA's credit criteria or Buyer agrees to
guaranty such New Purchaser's obligations under the Operative Documents, and
(ii) is approved by EJA as to geographic location and flying patterns, and (iii)
assumes the obligations of Buyer under the Operative Documents.

8.   Sale of Additional Interests

    Seller hereby specifically reserves the right to sell additional interests
in the Aircraft for the remaining unsold portion of the Aircraft to such
persons, firms or entities as Seller, in its sole discretion, deems acceptable,
provided that such Additional Interest Owners execute a management agreement
substantially similar to the Management Agreement as well as execute the Owner's
Agreement and Master Interchange Agreement, and Buyer shall have no right to
object to any such sale by Seller.  Upon any such sale by Seller to Additional
Interest 

                                     -10-

<PAGE>
 
Owners a tenancy-in-common shall arise among Buyer and such Additional Interest
Owners.

9.   Miscellaneous

      9.1.     Survival.  The representations and warranties made herein shall
survive the execution and delivery of this Agreement and the consummation of the
transactions described herein.

      9.2.     Successors and Assigns. The rights and obligations of the parties
hereunder shall inure to the benefit of, and be binding and enforceable upon,
the respective successors, assigns and permitted transferees of either party.

      9.3.     Notices. Any notice, request or other communication to either
party by the other hereunder shall be given in writing and shall be deemed given
on the earlier of the date the same is (i) personally delivered with receipt
acknowledged, or (ii) telecopied at time of transmission or (iii) three (3) days
after mailed by certified mail, return receipt requested, postage prepaid and
addressed to the party for which it is intended at the address as set forth at
the head of this Agreement and on the signature page, together with a copy to
any addressee as may be designated by a party by notice hereunder. The place to
which notices or copies of notices are to be given to either party may be
changed from time to time by such party by written notice to the other party.
 
      9.4.     Governing Law. This Agreement constitutes the entire
understanding among the parties and there are no representations or warranties,
conditions, covenants or agreements other than as set forth expressly herein and
in the Documents, and any changes or modifications hereto must be in writing and
signed by authorized representatives of both parties. The parties hereto further
agree that the courts of the United States and State of Ohio shall have
jurisdiction over the parties with regard to any disputes arising under this
Agreement or arising out of the operation, maintenance, inspection, servicing or
occupancy of the Aircraft during the term of the Agreement and that this
Agreement shall be interpreted and governed by the laws of the State of Ohio.
 
      9.5.     Captions.  Captions used herein are inserted for reference
purposes only and shall not affect the interpretation or construction of this
Agreement.

      9.6.     Counterparts.  This Agreement may be executed in one or more
counterparts each of which shall be deemed an original, but all of which
together shall constitute one and the same agreement.

      9.7.     Amendments.  This Agreement may be amended or varied only by
documents, in writing, of even or subsequent date hereof, executed by Buyer and
Seller.

                                     -11-

<PAGE>
 
      9.8.     Further Assurances. Each party hereto shall execute and deliver
all such further instruments and documents as may reasonably be requested by the
other party in order to fully carry out the intent and accomplish the purposes
of the Documents and the transactions referred to therein.
 
      9.9.     Severability. In the event that any one or more of the provisions
of this Agreement shall for any reason be held to be invalid, illegal or
unenforceable, the remaining provisions of this Agreement shall be unimpaired
and the invalid, illegal or unenforceable provision shall be replaced by a
mutually acceptable provision, which, being valid, legal and enforceable, comes
closest to the intention of the parties underlying the invalid, illegal or
unenforceable provision.
 
    IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
day and year set forth below opposite their signatures.



BUYER:         WEST TELEMARKETING CORPORATION, a Delaware corporation
 
SIGNATURE:               /s/ Troy L. Eaden
              ------------------------------------------------------------------
 
BY:                 Troy L. Eaden                                        3-14-96
    ----------------------------------------------------------------------------
                      Please print or type                                (date)
  
TITLE:                  Chief Executive Officer
        ------------------------------------------------------------------------
 
ADDRESS:      9910 Maple Street, Omaha, NE 68134
 
SELLER:       EXECUTIVE JET SALES, INC.
 
SIGNATURE:      /s/ David S. Beach                                       3-14-96
          ----------------------------------------------------------------------
                                                                         (date)
 
BY:           David S. Beach                                             3-14-96
    ----------------------------------------------------------------------------
                                                                          (date)
  
TITLE:        Vice President
      --------------------------------------------------------------------------
 
ADDRESS:      625 Hamilton Road, Columbus, Ohio 43219
        ------------------------------------------------------------------------
 
                                     -12-

<PAGE>
 
SCHEDULE

Description of Equipment and Interest

     A 12.5% undivided interest in the following aircraft, together with all
engines, appurtenances, appliances, parts, instruments, accessions, furnishings
and other equipment of whatever nature incorporated in or contained in or
attached to the same:
 
 
Aircraft                      Cessna Citation V Ultra

Engines -                     Pratt & Whitney JT15D-5D

Manufacturer's Serial No.     560-0352

Engine Serial #'s             Left     PCE 500193

                              Right    PCE 500192

FAA Registration No.          N 352 QS

Total time on Aircraft        9

Total Time on Engines         Left  9

                              Right  9

PURCHASE PRICE:               $ 755,000

ANTICIPATED DELIVERY DATE:    ________________
 
                                     -13-



<PAGE>
 
                         WEST TELESERVICES CORPORATION
                           1996 STOCK INCENTIVE PLAN


1.   Purpose

     The purpose of the Plan is to provide a means through which the Company may
attract able persons to become and remain directors of the Company and enter and
remain in the employ or in a consulting relationship with the Company and its
Subsidiaries and to provide a means whereby they can acquire and maintain Common
Stock ownership, or be paid incentive compensation measured by reference to the
value of Common Stock, thereby strengthening their commitment to the welfare of
the Company and promoting an identity of interest between stockholders of the
Company and these employees, directors and consultants.

     So that the appropriate incentive can be provided, the Plan provides for
granting Incentive Stock Options, Nonqualified Stock Options, Stock Appreciation
Rights, Restricted Stock Awards, Phantom Stock Unit Awards, Performance Share
Unit Awards and Stock Bonus Awards, or any combination of the foregoing.  The
Plan also provides for the automatic grant of Nonqualified Stock Options to Non-
Employee Directors.

2.   Definitions

     The following definitions shall be applicable throughout the Plan.

     (a)  "Award" means, individually
 or collectively, any Incentive Stock
Option, Nonqualified Stock Option, Stock Appreciation Right, Restricted Stock
Award, Phantom Stock Unit Award, Performance Share Unit Award, Stock Bonus
Award, Director Stock Award or any other Stock-based award under the Plan.

     (b)  "Award Agreement" means the agreement between the Company and a
Participant who has been granted an Award which defines the rights and
obligations of the parties with respect to such Award.

     (c)  "Award Period" means a period of time within which performance is
measured for the purpose of determining whether an Award of Performance Share
Units has been earned.

     (d)  "Board" means the Board of Directors of the Company.

     (e)  "Cause" means the Company or a Subsidiary (as the case may be) having
cause to terminate a Participant's employment or service in accordance with the
provisions of any existing employment, consulting or any other agreement between
the Participant and the Company or a Subsidiary (as the case may be) or, in the
absence of such an employment, consulting or other 

<PAGE>
 
agreement which defines or describes such cause, upon (i) the determination by
the Company or such Subsidiary (as the case may be) that the Participant has
engaged, during the performance of his duties to the Company or such Subsidiary,
in significant objective acts or omissions constituting dishonesty, willful
misconduct or gross negligence relating to the business of the Company or a
Subsidiary.

     (f)  "Change in Control" shall, unless in the case of a particular award,
the applicable Award Agreement states otherwise, be deemed to occur if:

          (i)   the Company enters into any agreement to engage in a
                transaction, the consummation of which would result in any
                "person," as such term is used in Sections 13(d) and 14(d) of
                the Securities Exchange Act of 1934 (the "Exchange Act") (other
                than (A) the Company, (B) any Subsidiary, (C) any trustee or
                other fiduciary holding securities under an employee benefit
                plan of the Company or any Subsidiary or (D) Gary West, his
                immediate family, any lineal decedents or any entity directly or
                indirectly owned or controlled by them) becoming the "beneficial
                owner" (as defined in Rule 13d-3 under the Exchange Act),
                directly or indirectly, of securities of the Company
                representing forty percent (40%) or more of the combined voting
                power of the Company's then outstanding securities, provided
                that such transaction actually does occur;

          (ii)  individuals who constitute the Board, and any new director
                (other than a director designated by a person who has entered
                into an agreement with the Company to effect a transaction
                described in clause (i), (iii) or (iv) of this Section 2(f))
                whose election by the Board or nomination for election by the
                Company's stockholders was approved by a vote of at least two-
                thirds (2/3) of the directors then still in office who either
                were directors at the beginning of the period or whose election
                or nomination for election was previously so approved (unless
                the approval of the election or nomination for election of such
                new directors was in connection with an actual or threatened
                election or proxy contest), cease for any reason to constitute
                at least a majority thereof;

          (iii) the Company enters into any agreement to engage in a
                transaction, the consummation of which would result in, or the
                stockholders of the Company approve, a merger or consolidation
                of 

                                       2

<PAGE>
 
                the Company with any other corporation, and such merger or
                consolidation actually does occur other than (a) a merger or
                consolidation which would result in the voting securities of the
                Company outstanding immediately prior thereto continuing to
                represent (either by remaining outstanding or by converted into
                voting securities of the surviving entity) more than that fifty
                percent (50%) of the combined voting power of the voting
                securities of the Company or such surviving entity outstanding
                immediately after such merger or consolidation or (b) a merger
                or consolidation effected to implement a recapitalization of the
                Company (or similar transaction) in which no "person" (as
                defined above in (i), including the exemptions thereto) acquires
                forty percent (40%) or more of the combined voting power of the
                Company's then outstanding securities; or

          (iv)  the Company enters into any agreement to engage in a
                transaction, the consummation of which would result in, or the
                stockholders of the Company approve, a complete liquidation of
                the Company or the sale or disposition by the Company of all or
                substantially all of the Company's assets of any transaction
                having a similar effect, provided that such liquidation, sale or
                disposition actually does occur.

     (g)  "Code" means the Internal Revenue Code of 1986, as amended. Reference
in the Plan to any section of the Code shall be deemed to include any amendments
or successor provisions to such section and any regulations under such section.

     (h)  "Committee" means the full Board, the Compensation Committee of the
Board or such other committee appointed by the Board to administer the Plan.

     (i)  "Common Stock" means the common stock par value $0.01 per share, of
the Company.

     (j)  "Company" means West TeleServices Corporation, a Delaware corporation.

     (k)  "Consummation Date" shall mean the date of consummation of the
Company's initial public offering of Common Stock.

     (l)  "Date of Grant" means the date on which the granting of an Award is
authorized or such other date as may be specified in such authorization.

                                       3

<PAGE>
 
     (m)  "Director Stock Option" means the Award of a Nonqualified Stock Option
to Non-Employee Directors pursuant to Section 12.

     (n)  "Director Stock Option Agreement" means the agreement entered into
with respect to a Director Stock Option pursuant to Section 12.

     (o)  "Disability" means the complete and permanent inability by reason of
illness or accident to perform the duties of the occupation at which a
Participant was employed or served when such disability commenced or, if the
Participant was retired when such disability commenced, the inability to engage
in any substantial gainful activity, in either case as determined by the
Committee based upon medical evidence acceptable to it.

     (p)  "Eligible Person" means any (i) person regularly employed by the
Company or a Subsidiary; provided, however, that no such employee covered by a
                         --------  -------       
collective bargaining agreement shall be an Eligible Person unless and to the
extent that such eligibility is set forth in such collective bargaining
agreement or in an agreement or instrument relating thereto; (ii) director of
the Company or Subsidiary other than an Non-Employee Director; or (iii)
consultant to the Company or a Subsidiary.

     (q)  "Exchange Act" means the Securities Exchange Act of 1934.

     (r)  "Fair Market Value" on a given date means (i) if the Stock is listed
on a national securities exchange, the mean between the highest and lowest sale
prices reported as having occurred on the primary exchange with which the Stock
is listed and traded on the date prior to such date, or, if there is no such
sale on that date, then on the last preceding date on which such a sale was
reported; (ii) if the Stock is not listed on any national securities exchange
but is quoted in the National Market System of the National Association of
Securities Dealers Automated Quotation System on a last sale basis, the average
between the high bid price and low ask price reported on the date prior to such
date, or, if there is no such sale on that date, then on the last preceding date
on which a sale was reported; or (iii) if the Stock is not listed on a national
securities exchange nor quoted in the National Market System of the National
Association of Securities Dealers Automated Quotation System on a last sale
basis, the amount determined by the Committee to be the fair market value based
upon a good faith attempt to value the Stock accurately.

     (s)  "Holder" means a Participant who has been granted an Award.

     (t)  "Incentive Stock Option" means an Option granted by the Committee to a
Participant under the Plan which is designated by 

                                       4

<PAGE>
 
the Committee as an "incentive stock option" within the meaning of Section 422
of the Code.

     (u)  "IPO Price" means the price at which Common Stock is sold in the
Company's initial public offering.

     (v)  "Non-Employee Director" means a member of the Board who is not an
employee of the Company.

     (w)  "Nonqualified Stock Option" means an Option granted under the Plan
which is not designated as an Incentive Stock Option.

     (x)  "Normal Termination" means termination of employment or service with
the Company or a Subsidiary:

          (i)   Upon retirement pursuant to the retirement plan of the Company
                or a Subsidiary (as the case may be), as may be applicable at
                the time to the Participant in question;

          (ii)  With written approval of the Committee; or

          (iii) By the Company without Cause.

     (y)  "Option" means an Award granted under Section 7 of the Plan.

     (z)  "Option Period" means the period described in Section 7(c).

     (aa) "Option Price" means the exercise price set for an Option described in
Section 7(a).

     (bb) "Participant" means an Eligible Person who has been selected by the
Committee to participate in the Plan and to receive an Award pursuant to Section
7 and a Non-Employee Director who has received an automatic grant of
Nonqualified Stock Options pursuant to Section 12.

     (cc) "Performance Goals" means the performance objectives of the Company
during an Award Period or Restricted Period, with respect to Performance Share
Units, Restricted Stock or Phantom Stock Units, respectively, established for
the purpose of determining whether, and to what extent, such Awards will be
earned for an Award Period or Restricted Period.

     (dd) "Performance Share Unit" means a hypothetical investment equivalent
equal to one share of Stock granted in connection with an Award made under
Section 9 of the Plan.

     (ee) "Phantom Stock Unit" means a hypothetical investment equivalent equal
to one share of Stock granted in connection with an Award made under Section 10
of the Plan.

                                       5

<PAGE>
 
     (ff) "Plan" means the Company's 1996 Stock Incentive Plan.

     (gg) "Qualified Committee" means a committee composed of at least two
Qualified Directors.

     (hh) "Qualified Director" means a person who is (i) a "non-employee
director", as defined in Rule 16b-3 under the Exchange Act or any successor rule
or regulation, and (ii) an "outside director" within the meaning of Section
162(m) of the Code .

     (ii) "Restricted Period" means, with respect to any share of Restricted
Stock or any Phantom Stock Unit, the period of time determined by the Committee
during which such Award is subject to the restrictions set forth in Section 10
of the Plan.

     (jj) "Restricted Stock" means shares of Stock issued or transferred to a
Participant subject to forfeiture and the other restrictions set forth in
Section 10 of the Plan.

     (kk) "Restricted Stock Award" means an Award of Restricted Stock granted
under Section 10 of the Plan.

     (ll) "Securities Act" means the Securities Act of 1933, as amended.

     (mm) "Stock" means the Common Stock or such other authorized shares of
stock of the Company as from time to time may be authorized for use under the
Plan.

     (nn) "Stock Appreciation Right" or "SAR" means an Award granted under
Section 8 of the Plan.

     (oo) "Stock Bonus" means a stock bonus award granted under Section 11 of
the Plan.

     (pp) "Strike Price" means the price set for an SAR described in Section
8(a).

     (qq) "Subsidiary" means any corporation 50% or more of whose stock having
general voting power is owned by the Company, or by another Subsidiary, as
herein defined, of the Company.

     (rr) "Vested Unit" shall have the meaning ascribed thereto in Section
10(e).

3.   Effective Date, Duration and Shareholder Approval

     The Plan is effective as of September 24, 1996, the date of adoption of the
Plan by the Board.  The effectiveness of the Plan and the validity of any and
all Awards granted pursuant to the Plan is contingent upon approval of the Plan
by the stockholders of the Company in a manner which complies with (i) Section
422(b)(1) and, to the extent required to preserve the Company's 

                                       6

<PAGE>
 
income tax deductions, Section 162(m) of the Code and (ii) the requirements of
the primary national securities exchange with which the Common Stock is listed,
if so listed, and/or the National Market System of the National Association of
Securities Dealers Automated Quotation System, if the Common Stock is quoted
thereon. Unless and until the stockholders approve the Plan in compliance with
the applicable requirements, no Award granted under the Plan shall be effective.
See Section 19 for the applicability of the shareholder approval requirements of
Section 162(m) of the Code.

     The expiration date of the Plan, after which no Awards may be granted
hereunder, shall be September 24, 2006; provided, however, that the
                                        --------  -------          
administration of the Plan shall continue in effect until all matters relating
to the payment of Awards previously granted have been settled.

4.   Administration

     The Plan shall be administered by the full Board or a committee of the
Board composed of at least two persons, each member of which, at the time he
takes any action with respect to an Award under the Plan, shall be a "non-
employee director", as defined in Rule 16b-3 under the Exchange Act or any
successor rule or regulation; provided that as of and after the date that the
exemption for the Plan under Section 162(m) of the Code expires, as set forth in
Section 19 herein, to the extent that the Company determines that payment with
respect to any Award is intended to be fully deductible by the Company without
regard to Section 162(m) of the Code, the Plan shall be administered by a
Qualified Committee.  The majority of the members of the Committee shall
constitute a quorum.  The acts of a majority of the members present at any
meeting at which a quorum is present or acts approved in writing by a majority
of the Committee shall be deemed the acts of the Committee.

     Subject to the provisions of the Plan, the Committee shall have exclusive
power to:

     (a)  Select the Eligible Persons to participate in the Plan;

     (b)  Determine the nature and extent of the Awards to be made to each
Participant;

     (c)  Determine the time or times when Awards will be made to Eligible
Persons;

     (d)  Determine the duration of each Award Period and Restricted Period;

     (e)  Determine the conditions to which the payment of Awards may be
subject;

                                       7

<PAGE>
 
     (f)  Establish the Performance Goals, if any, for each Award Period;

     (g)  Prescribe the form of Award Agreement or other form or forms
evidencing Awards; and

     (h)  Cause records to be established in which there shall be entered, from
time to time as Awards are made to Eligible Persons, the date of each Award, the
number of Incentive Stock Options, Nonqualified Stock Options, SARs, Phantom
Stock Units, Performance Share Units, shares of Restricted Stock and Stock
Bonuses awarded by the Committee to each Eligible Person, and the expiration
date and the duration of any applicable Award Period or Restricted Period.

     The Committee shall have the authority, subject to the provisions of the
Plan, to establish, adopt, or revise such rules and regulations and to make all
such determinations relating to the Plan as it may deem necessary or advisable
for the administration of the Plan.  The Committee's interpretation of the Plan
or any documents evidencing Awards granted pursuant thereto and all decisions
and determinations by the Committee with respect to the Plan shall be final,
binding, and conclusive on all parties unless otherwise determined by the Board.

5.   Grant of Awards; Shares Subject to the Plan

     The Committee may, from time to time, grant Awards of Options, Stock
Appreciation Rights, Restricted Stock, Phantom Stock Units, Performance Share
Units, Stock Bonuses and/or any other Award authorized under the Plan to one or
more Eligible Persons; provided, however, that:
                       --------  -------       

         (a)  Subject to Section 15, the aggregate number of shares of Stock
     made subject to all Awards may not exceed 9,499,500;

         (b)  Such shares shall be deemed to have been used in payment of Awards
     whether they are actually delivered or the Fair Market Value equivalent of
     such shares is paid in cash.  In the event any Option, SAR not attached to
     an Option, Restricted Stock Award, Phantom Stock Unit or Performance Share
     Unit shall be surrendered, terminate, expire, or be forfeited, the number
     of shares of Stock no longer subject thereto shall thereupon be released
     and shall thereafter be available for new Awards under the Plan;

         (c)  Stock delivered by the Company in settlement of Awards under the
     Plan may be authorized and unissued Stock or Stock held in the treasury of
     the Company or may be purchased on the open market or by private purchase;

         (d)  Following the date that the exemption from the application of
     Section 162(m) of the Code described in 

                                       8

<PAGE>
 
     Section 19 (or any other exemption having similar effect) ceases to apply
     to Awards, no Participant may receive Options or SARs under the Plan with
     respect to more than 1,000,000 shares of Stock in any one year; and

         (e)  The Committee may, in its sole discretion, require a Participant
     to pay consideration for an Award in an amount and in a manner as the
     Committee deems appropriate.

6.   Eligibility

     Participation shall be limited to Eligible Persons selected by the
Committee.

7.   Stock Options

     The Committee is authorized to grant one or more Incentive Stock Options or
Nonqualified Stock Options to any Eligible Person; provided, however, that no
                                                   --------  -------         
Incentive Stock Options shall be granted to any Eligible Person who is not an
employee of the Company.  Each Option so granted shall be subject to the
following conditions or to such other conditions as may be reflected in the
applicable Award Agreement.

     (a)  Option price. The exercise price ("Option Price") per share of Stock
for each Option shall be set by the Committee at the time of grant but, with
respect to Nonqualified Stock Options, shall not be less than 85% of the Fair
Market Value of a share of Stock at the Date of Grant, and with respect to
Incentive Stock Options, shall not be less than the Fair Market Value of a share
of Stock at the Date of Grant; provided, however, that (i) the Option Price for
                               --------  -------                 
each Option issued on or as of the Consummation Date shall be the IPO Price and
(ii) following the date that the exemption from the application of Section
162(m) of the Code described in Section 19 (or any other exemption having
similar effect) ceases to apply to Options, all Options intended to qualify as
"performance-based compensation" under Section 162(m) of the Code shall have an
Option Price per share of Stock no less than the Fair Market Value of a share of
Stock on the Date of Grant.

     (b)  Manner of exercise and form of payment.  Options which have become
exercisable may be exercised by delivery of written notice of exercise to the
Committee accompanied by payment of the Option Price.  The Option Price shall be
payable by bank draft or certified personal check and/or shares of Stock valued
at the Fair Market Value at the time the Option is exercised (provided that such
Stock has been held by the Participant for at least six months) or, in the
discretion of the Committee, either (i) in other property having a fair market
value on the date of exercise equal to the Option Price, or (ii) by delivering
to the Committee a copy of irrevocable instructions to a stockbroker to deliver
promptly to the Company an amount of sale or loan proceeds sufficient to pay the
Option Price.

                                       9

<PAGE>
 
     (c)  Option Period and Expiration. Options shall vest and become
exercisable in such manner and on such date or dates determined by the Committee
and shall expire after such period, not to exceed ten years with respect to
Incentive Stock Options and ten years and one day with respect to Nonqualified
Stock Options, as may be determined by the Committee (the "Option Period");
provided, however, that notwithstanding any vesting dates set by the Committee,
- --------  ------- 
the Committee may, in its sole discretion, accelerate the exercisability of any
Option, which acceleration shall not affect the terms and conditions of any such
Option other than with respect to exercisability. If an Option is exercisable in
installments, such installments or portions thereof which become exercisable
shall remain exercisable until the Option expires. Unless otherwise stated in
the applicable Option Award Agreement, the Option shall expire earlier than the
end of the Option Period in the following circumstances:

          (i)   If prior to the end of the Option Period, the Holder shall
                undergo a Normal Termination, the Option shall expire on the
                earlier of the last day of the Option Period or the date that is
                ninety days after the date of such Normal Termination. In such
                event, the Option shall remain exercisable by the Holder until
                its expiration, only to the extent the Option was exercisable at
                the time of such Normal Termination.

          (ii)  If the Holder dies prior to the end of the Option Period and
                while still in the employ or service of the Company or within
                thirty days of Normal Termination or such Holder becomes
                Disabled, the Option shall expire on the earlier of the last day
                of the Option Period or the date that is one year after the date
                of death or Disability of the Holder. In the event of death, the
                Option shall remain exercisable by the person or persons to whom
                the Holder's rights under the Option pass by will or the
                applicable laws of descent and distribution until its
                expiration, only to the extent the Option was exercisable by the
                Holder at the time of death.

          (iii) If the Holder ceases employment or service with the Company for
                reasons other than Normal Termination, death or Disability, the
                Option shall expire immediately upon such cessation of
                employment or service.

     (d)  Other Terms and Conditions. Each Option granted under the Plan shall
be evidenced by an Award Agreement, which shall 

                                       10

<PAGE>
 
contain such provisions as may be determined by the Committee and, except as may
be specifically stated otherwise in such Award Agreement, which shall be subject
to the following terms and conditions :

          (i)   Each Option issued pursuant to this Section 7 or portion thereof
                that is exercisable shall be exercisable for the full amount or
                for any part thereof.

          (ii)  Each share of Stock purchased through the exercise of an Option
                issued pursuant to this Section 7 shall be paid for in full at
                the time of the exercise. Each Option shall cease to be
                exercisable, as to any share of Stock, when the Holder purchases
                the share or exercises a related SAR or when the Option expires.

          (iii) Subject to Section 14(k), Options issued pursuant to this
                Section 7 shall not be transferable by the Holder except by will
                or the laws of descent and distribution and shall be exercisable
                during the Holder's lifetime only by him.

          (iv)  Each Option issued pursuant to this Section 7 shall vest and
                become exercisable by the Holder in accordance with the vesting
                schedule established by the Committee and set forth in the Award
                Agreement.

          (v)   Each Award Agreement may contain a provision that, upon demand
                by the Committee for such a representation, the Holder shall
                deliver to the Committee at the time of any exercise of an
                Option issued pursuant to this Section 7 a written
                representation that the shares to be acquired upon such exercise
                are to be acquired for investment and not for resale or with a
                view to the distribution thereof. Upon such demand, delivery of
                such representation prior to the delivery of any shares issued
                upon exercise of an Option issued pursuant to this Section 7
                shall be a condition precedent to the right of the Holder or
                such other person to purchase any shares. In the event
                certificates for Stock are delivered under the Plan with respect
                to which such investment representation has been obtained, the
                Committee may cause a legend or legends to be placed on such
                certificates to make appropriate reference to such
                representation and to restrict transfer in the absence of
                compliance with applicable federal or state securities laws.

                                       11

<PAGE>
 
          (vi)  Each Incentive Stock Option Award Agreement shall contain a
                provision requiring the Holder to notify the Company in writing
                immediately after the Holder makes a disqualifying disposition
                of any Stock acquired pursuant to the exercise of such Incentive
                Stock Option. A disqualifying disposition is any disposition
                (including any sale) of such Stock before the later of (a) two
                years after the Date of Grant of the Incentive Stock Option or
                (b) one year after the date the Holder acquired the Stock by
                exercising the Incentive Stock Option.

     (e)  Incentive Stock Option Grants to 10% Stockholders.  Notwithstanding
anything to the contrary in this Section 7, if an Incentive Stock Option is
granted to a Holder who owns stock representing more than ten percent of the
voting power of all classes of stock of the Company or of a Subsidiary, the
Option Period shall not exceed five years from the Date of Grant of such Option
and the Option Price shall be at least 110 percent of the Fair Market Value (on
the Date of Grant) of the Stock subject to the Option.

     (f)  $100,000 Per Year Limitation for Incentive Stock Options. To the
extent the aggregate Fair Market Value (determined as of the Date of Grant) of
Stock for which Incentive Stock Options are exercisable for the first time by
any Participant during any calendar year (under all plans of the Company and its
Subsidiaries) exceeds $100,000, such excess Incentive Stock Options shall be
treated as Nonqualified Stock Options.

     (g)  Voluntary Surrender. The Committee may permit the voluntary surrender
of all or any portion of any Nonqualified Stock Option issued pursuant to this
Section 7 and its corresponding SAR, if any, granted under the Plan to be
conditioned upon the granting to the Holder of a new Option for the same or a
different number of shares as the Option surrendered or require such voluntary
surrender as a condition precedent to a grant of a new Option to such
Participant. Such new Option shall be exercisable at an Option Price, during an
Option Period, and in accordance with any other terms or conditions specified by
the Committee at the time the new Option is granted, all determined in
accordance with the provisions of the Plan without regard to the Option Price,
Option Period, or any other terms and conditions of the Nonqualified Stock
Option surrendered.

8.   Stock Appreciation Rights

     Any Option granted under the Plan may include SARs, either at the Date of
Grant or, except in the case of an Incentive Stock Option, by subsequent
amendment.  The Committee also may award 

                                       12

<PAGE>
 
SARs to Eligible Persons independent of any Option. An SAR shall confer on the
Holder thereof the right to receive in shares of Stock, cash or a combination
thereof the value equal to the excess of the Fair Market Value of one share of
Stock on the date of exercise over the Strike Price of the SAR, with respect to
every share of Stock for which the SAR is granted. An SAR shall be subject to
such terms and conditions not inconsistent with the Plan as the Committee shall
impose, including, but not limited to, the following:

     (a)  Strike Price.  The Strike Price per share of Stock for which an SAR is
granted shall be set by the Committee at the time of grant, but (i) with respect
to an SAR granted in connection with an Option the Strike Price shall be equal
to the Option Price of such Option and (ii) with respect to an SAR granted
independently of an Option, the Strike Price shall not be less than 85% of the
Fair Market Value of a share of Stock at the Date of Grant.

     (b)  Vesting.  SARs granted in connection with an Option shall become
exercisable, be transferable and shall expire according to the same vesting
schedule, transferability rules and expiration provisions as the corresponding
Option.  An SAR granted independently of an Option shall become exercisable, be
transferable and shall expire in accordance with a vesting schedule,
transferability rules and expiration provisions as established by the Committee
and reflected in an Award Agreement.

     (c)  Automatic exercise. If on the last day of the Option Period (or in the
case of an SAR granted independently of an Option, the period established by the
Committee after which the SAR shall expire), the Fair Market Value of the Stock
exceeds the Strike Price, the Holder has not exercised the SAR or the
corresponding Option (if any), and neither the SAR nor the corresponding Option
(if any), has expired, such SAR shall be deemed to have been exercised by the
Holder on such last day and the Company shall make the appropriate payment
therefor.

     (d)  Payment. Upon the exercise of an SAR, the Company shall pay to the
Holder an amount equal to the number of shares subject to the SAR multiplied by
the excess, if any, of the Fair Market Value of one share of Stock on the
exercise date over the Strike Price. The Company shall pay such excess in cash,
in shares of Stock valued at Fair Market Value, or any combination thereof, as
determined by the Committee. Fractional shares shall be settled in cash.

     (e)  Method of exercise. A Holder may exercise an SAR after such time as
the SAR vests by filing an irrevocable written notice with the Committee or its
designee, specifying the number of SARs to be exercised, and the date on which
such SARs were awarded.

                                       13

<PAGE>
 
     (f)  Expiration. Each SAR shall cease to be exercisable, as to any share of
Stock, when the Holder exercises the SAR or exercises a related Option, with
respect to such share of Stock. Except as otherwise provided, in the case of
SARs granted in connection with Options, an SAR shall expire on a date
designated by the Committee which is not later than ten years and one day after
the Date of Grant of the SAR; provided, however, with respect to an SAR granted
in connection with an Incentive Stock Option, the SAR shall expire on a date
designated by the Committee which is not later than ten years after the Date of
Grant of the SAR.

9.   Performance Shares

     (a)  Award grants. The Committee is authorized to establish Performance
Share programs to be effective over designated Award Periods determined by the
Committee. The Committee may grant Awards of Performance Share Units to Eligible
Persons in accordance with such Performance Share programs. Before or within 90
days after the beginning of each Award Period, the Committee will establish
written Performance Goals based upon financial objectives for the Company for
such Award Period and a schedule relating the accomplishment of the Performance
Goals to the Awards to be earned by Participants. Performance Goals may include
absolute or relative growth in earnings per share or rate of return on
stockholders' equity or other measurement of corporate performance and may be
determined on an individual basis or by categories of Participants. The
Committee shall determine the number of Performance Share Units to be awarded,
if any, to each Eligible Person who is selected to receive such an Award. The
Committee may add new Participants to a Performance Share program after its
commencement by making pro rata grants. Notwithstanding the above, following the
date that the exemption from Section 162(m) of the Code described in Section 19
(or any other) exemption having similar effect cease to apply to Performance
Unit Awards, with respect to such Performance Unit Awards intended to qualify a
"performance-based compensation" under Section 162(m) of the Code,: (i) no more
than 200,000 Performance Share Units may be awarded to any Eligible Person with
respect to any Award Period and (ii) Performance Goals must be based on one or
more of the following which may be expressed either on an absolute basis or
relative to other companies selected by the Committee:

          (i)    return on capital, equity, or operating costs;

          (ii)   economic value added;

          (iii)  margins;

          (iv)   total stockholder return on market value;

          (v)    operating profit or net income;

                                       14

<PAGE>
 
          (vi)   cash flow, earnings before interest and taxes, or earnings
                 before interest, taxes and depreciation;

          (vii)  sales;

          (viii) costs or expenses.

     (b)  Determination of Award. At the completion of a Performance Share Award
Period, or at other times as specified by the Committee, the Committee shall
calculate the number of shares of Stock earned with respect to each
Participant's Performance Share Unit Award by multiplying the number of
Performance Share Units granted to the Participant by a performance factor
(which may be no greater than 50%) representing the degree of attainment of the
Performance Goals.

     (c)  Payment of Performance Share Unit Awards. Performance Share Unit
Awards shall be payable in that number of shares of Stock determined in
accordance with Section 8(b); provided, however, that, at its discretion, the
                              --------  -------
Committee may make payment to any Participant in the form of cash upon the
specific request of such Participant. The amount of any payment made in cash
shall be based upon the Fair Market Value of the Stock on the day prior to
payment. Payments of Performance Share Unit Awards shall be made as soon as
practicable after the completion of an Award Period.

     (d)  Adjustment of Performance Goals.  The Committee may, during the Award
Period, make such adjustments to Performance Goals as it may deem appropriate,
to compensate for, or reflect, (i) extraordinary or non-recurring events
experienced during an Award Period by the Company or by any other corporation
whose performance is relevant to the determination of whether Performance Goals
have been attained; (ii) any significant changes that may have occurred during
such Award Period in applicable accounting rules or principles or changes in the
Company's method of accounting or in that of any other corporation whose
performance is relevant to the determination of whether an Award has been
earned; or (iii) any significant changes that may have occurred during such
Award Period in tax laws or other laws or regulations that alter or affect the
computation of the measures of Performance Goals used for the calculation of
Awards; provided, however, that following the date that the exemption from the
        --------  -------                                                     
application of Section 162(m) of the Code described in Section 19 herein (or any
other exemption having similar effect) ceases to apply to Performance Unit
Awards, with respect to such Performance Unit Awards intended to qualify as
"performance-based compensation" under Section 162(m) of the Code, such
adjustment shall be made only to the extent that the Committee determines that
such adjustments may be made without a loss of deductibility of the compensation
includible with respect to such Award under Section 162(m) of the Code.

                                       15

<PAGE>
 
10.  Restricted Stock Awards and Phantom Stock Units

     (a)  Award of Restricted Stock and Phantom Stock Units.

          (i)   The Committee shall have the authority (1) to grant Restricted
                Stock and Phantom Stock Unit Awards, (2) to issue or transfer
                Restricted Stock to Eligible Persons, and (3) to establish
                terms, conditions and restrictions applicable to such Restricted
                Stock and Phantom Stock Units, including the Restricted Period,
                which may differ with respect to each grantee, the time or times
                at which Restricted Stock or Phantom Stock Units shall be
                granted or become vested and the number of shares or units to be
                covered by each grant.

          (ii)  The Holder of a Restricted Stock Award shall execute and deliver
                to the Company an Award Agreement with respect to the Restricted
                Stock setting forth the restrictions applicable to such
                Restricted Stock. If the Committee determines that the
                Restricted Stock shall be held in escrow rather than delivered
                to the Holder pending the release of the applicable
                restrictions, the Holder additionally shall execute and deliver
                to the Company (i) an escrow agreement satisfactory to the
                Committee, and (ii) the appropriate blank stock powers with
                respect to the Restricted Stock covered by such agreements. If a
                Holder shall fail to execute a Restricted Stock Award Agreement
                and, if applicable, an escrow agreement and stock powers, the
                Award shall be null and void. Subject to the restrictions set
                forth in Section 10(b), the Holder shall generally have the
                rights and privileges of a stockholder as to such Restricted
                Stock, including the right to vote such Restricted Stock. At the
                discretion of the Committee, cash dividends and stock dividends
                with respect to the Restricted Stock may be either currently
                paid to the Holder or withheld by the Company for the Holder's
                account, and interest may be paid on the amount of cash
                dividends withheld at a rate and subject to such terms as
                determined by the Committee. Cash dividends or stock dividends
                so withheld by the Committee shall not be subject to forfeiture.

          (iii) Upon the Award of Restricted Stock, the Committee shall cause a
                Stock certificate registered in the name of the Holder to be
                issued and, if it so determines, deposited together with the
                Stock powers with an escrow agent designated by the Committee.
                If an escrow arrangement is used, the 

                                       16

<PAGE>
 
                Committee shall cause the
                escrow agent to issue to the Holder a receipt evidencing any
                Stock certificate held by it registered in the name of the
                Holder.

          (iv)  No shares of Stock shall be issued at the time a Phantom Stock
                Unit Award is made, and the Company will not be required to set
                aside a fund for the payment of any such Award. Holders of
                Phantom Stock Units shall receive an amount equal to the cash
                dividends paid by the Company upon one share of Stock for each
                Phantom Stock Unit then credited to such Holder's account
                ("Dividend Equivalents"). The Committee shall, in its sole
                discretion, determine whether to credit to the account of, or to
                currently pay to, each Holder of an Award of Phantom Stock Units
                such Dividend Equivalents. Dividend Equivalents credited to a
                Holder's account shall be subject to forfeiture on the same
                basis as the related Phantom Stock Units, and may bear interest
                at a rate and subject to such terms as are determined by the
                Committee.

     (b)  Restrictions.

          (i)   Restricted Stock awarded to a Participant shall be subject to
                the following restrictions until the expiration of the
                Restricted Period, and to such other terms and conditions as may
                be set forth in the applicable Award Agreement: (1) if an escrow
                arrangement is used, the Holder shall not be entitled to
                delivery of the Stock certificate; (2) the shares shall be
                subject to the restrictions on transferability set forth in the
                Award Agreement; and (3) the shares shall be subject to
                forfeiture to the extent provided in subparagraph (d) and the
                Award Agreement and, to the extent such shares are forfeited,
                the Stock certificates shall be returned to the Company, and all
                rights of the Holder to such shares and as a shareholder shall
                terminate without further obligation on the part of the Company.

          (ii)  Phantom Stock Units awarded to any Participant shall be subject
                to (1) forfeiture until the expiration of the Restricted Period,
                to the extent provided in subparagraph (d) and the Award
                Agreement, and to the extent such Awards are forfeited, all
                rights of the Holder to such Awards shall terminate without
                further obligation on the part of the Company and (2) such other
                terms and conditions as may be set forth in the applicable Award
                agreement.

                                       17

<PAGE>
 
          (iii) The Committee shall have the authority to remove any or all of
                the restrictions on the Restricted Stock and Phantom Stock Units
                whenever it may determine that, by reason of changes in
                applicable laws or other changes in circumstances arising after
                the date of the Restricted Stock Award or Phantom Stock Award,
                such action is appropriate.

     (c)  Restricted Period. The Restricted Period of Restricted Stock and
Phantom Stock Units shall commence on the Date of Grant and shall expire from
time to time as to that part of the Restricted Stock and Phantom Stock Units
indicated in a schedule established by the Committee and set forth in the
written Award Agreement.

     (d)  Forfeiture Provisions. Except to the extent determined by the
Committee and reflected in the underlying Award Agreement, in the event a Holder
terminates employment with the Company during a Restricted Period for any
reason, that portion of the Award with respect to which restrictions have not
expired shall be completely forfeited to the Company.

     (e)  Delivery of Restricted Stock and Settlement of Phantom Stock Units.
Upon the expiration of the Restricted Period with respect to any shares of Stock
covered by a Restricted Stock Award, the restrictions set forth in Section 10(b)
and the Award Agreement shall be of no further force or effect with respect to
shares of Restricted Stock which have not then been forfeited. If an escrow
arrangement is used, upon such expiration, the Company shall deliver to the
Holder, or his beneficiary, without charge, the Stock certificate evidencing the
shares of Restricted Stock which have not then been forfeited and with respect
to which the Restricted Period has expired (to the nearest full share) and any
cash dividends or Stock dividends credited to the Holder's account with respect
to such Restricted Stock and the interest thereon, if any.

     Upon the expiration of the Restricted Period with respect to any Phantom
Stock Units covered by a Phantom Stock Unit Award, the Company shall deliver to
the Holder, or his beneficiary, without charge, one share of Stock for each
Phantom Stock Unit which has not then been forfeited and with respect to which
the Restricted Period has expired ("Vested Unit") and cash equal to any Dividend
Equivalents credited with respect to each such Vested Unit and the interest
thereon, if any; provided, however, that, if so noted in the applicable Award
                 --------  -------                                           
Agreement, the Committee may, in its sole discretion, elect to pay cash or part
cash and part Stock in lieu of delivering only Stock for Vested Units.  If cash
payment is made in lieu of delivering Stock, the amount of such payment shall be
equal to the Fair Market Value of the Stock as of the date on which the
Restricted Period lapsed with respect to such Vested Unit.

                                       18

<PAGE>
 
     (f)  Stock Restrictions. Each certificate representing Restricted Stock
awarded under the Plan shall bear the following legend until the end of the
Restricted Period with respect to such Stock:

               "Transfer of this certificate and the shares represented hereby
     is restricted pursuant to the terms of a Restricted Stock Agreement, dated
     as of _________, between West TeleServices Corporation and
     ___________________.  A copy of such Agreement is on file at the offices of
     the Company at 9910 Maple Street, Omaha, Nebraska 68134-5500."

Stop transfer orders shall be entered with the Company's transfer agent and
registrar against the transfer of legended securities.

11.  Other Awards

     The Committee may issue unrestricted Stock or any other Stock-based award
under the Plan to Eligible Persons, alone or in tandem with other Awards, in
such amounts and subject to such terms and conditions as the Committee shall
from time to time in its sole discretion determine.  Stock Bonus Awards under
the Plan may be granted as, or in payment of, a bonus, or to provide incentives
or recognize special achievements or contributions.

12.  Automatic Grants of Stock Options to Non-Employee Directors

     (a)  Grants of Directors Stock Options.  As of the Consummation Date, each
Non-Employee Director shall be automatically granted a Nonqualified Stock Option
to purchase 2,000 shares of Stock.  Thereafter, on the date any person first
becomes a Non-Employee Director, such person shall be automatically granted
without further action by the Board or the Committee a Nonqualified Stock Option
to purchase 2,000 shares of Stock.  Thereafter, for the remainder of the term of
the Plan and provided he remains a Non-Employee Director, on the date of each of
the Company's annual meeting of stockholders, each Non-Employee Director shall
be automatically granted without further action by the Board or the Committee a
Nonqualified Stock Option to purchase 1,000 shares of Stock.  All such Options
granted to Non-Employee Directors shall hereinafter be referred to as Director
Stock Options.

     (b)  Option Price; Vesting. All Director Stock Options shall have an Option
Price per share equal to the Fair Market Value of a share of Stock on the Date
of Grant; provided that Director Stock Options issued on or as of the
Consummation Date shall have an Option Price equal to the IPO Price. Each grant
of Director Stock Options shall vest and become exercisable on the first
anniversary directly following the Date of Grant, subject to expiration under
the circumstances described in Section 12(c).

     (c)  Term; Expiration.  The term of each Non-Employee Director Option
("Term"), after which each such Option shall 

                                       19

<PAGE>
 
expire, shall be ten years from the Date of Grant. If prior to the expiration of
the Term of a Director Stock Option, the Non-Employee Director shall cease to be
a member of the Board for any reason other than his death or Disability, the
Director Stock Option shall expire on the earlier of the expiration of the Term
or the date that is three months after the date of such cessation. If prior to
the expiration of the Term of a Director Stock Option a Non-Employee Director
shall cease to be a member of the Board by reason of his death or Disability,
the Director Stock Option shall expire on the earlier of the expiration of the
Term or the date that is one year after the date of such cessation.
Notwithstanding the above, the Board may in its discretion, accelerate the
vesting of a Director Stock Option upon a Non-Employee Director's ceasing to be
a member of the Board of under such circumstances as the Board shall determine.
In the event a Non-Employee Director ceases to be a member of the Board for any
reason, any unexpired Non-Employee Director Option shall thereafter be
exercisable until its expiration only to the extent that such Option was
exercisable at the time of such cessation.

     (d)  Director Stock Option Agreement.  Each Director Stock Option shall be
evidenced by a Director Stock Option Agreement, which shall contain such
provisions as may be determined by the Committee.

     (e)  Nontransferability; Exclusive Grant.  Subject to Section 14(k), Non-
Employee Director Options shall not be transferable except by will or the laws
of descent and distribution and shall be exercisable during the Non-Employee
Director's lifetime only by him.

13.  Non-Competition Provisions

     (a)  In addition to such other conditions as may be established by the
Committee, in consideration of the granting of Awards under the terms of this
Plan, the Committee, in its discretion, may include non-competition provisions
in the applicable Award Agreement.

                                       20

<PAGE>
 
14.  General

     (a)  Additional Provisions of an Award.  Awards under the Plan also may be
subject to such other provisions (whether or not applicable to the benefit
awarded to any other Participant) as the Committee determines appropriate
including, without limitation, provisions to assist the Participant in financing
the purchase of Stock upon the exercise of Options, provisions for the
forfeiture of or restrictions on resale or other disposition of shares of Stock
acquired under any Award, provisions giving the Company the right to repurchase
shares of Stock acquired under any Award in the event the Participant elects to
dispose of such shares, and provisions to comply with Federal and state
securities laws and Federal and state tax withholding requirements.  Any such
provisions shall be reflected in the applicable Award agreement.

     (b)  Privileges of Stock Ownership. Except as otherwise specifically
provided in the Plan, no person shall be entitled to the privileges of stock
ownership in respect of shares of Stock which are subject to Awards hereunder
until such shares have been issued to that person.

     (c)  Government and Other Regulations. The obligation of the Company to
make payment of Awards in Stock or otherwise shall be subject to all applicable
laws, rules, and regulations, and to such approvals by governmental agencies as
may be required. Notwithstanding any terms or conditions of any Award to the
contrary, the Company shall be under no obligation to offer to sell or to sell
and shall be prohibited from offering to sell or selling any shares of Stock
pursuant to an Award unless such shares have been properly registered for sale
pursuant to the Securities Act with the Securities and Exchange Commission or
unless the Company has received an opinion of counsel, satisfactory to the
Company, that such shares may be offered or sold without such registration
pursuant to an available exemption therefrom and the terms and conditions of
such exemption have been fully complied with. The Company shall be under no
obligation to register for sale under the Securities Act any of the shares of
Stock to be offered or sold under the Plan. If the shares of Stock offered for
sale or sold under the Plan are offered or sold pursuant to an exemption from
registration under the Securities Act, the Company may restrict the transfer of
such shares and may legend the Stock certificates representing such shares in
such manner as it deems advisable to ensure the availability of any such
exemption.

     (d)  Tax Withholding.  Notwithstanding any other provision of the Plan, the
Company or a Subsidiary, as appropriate, shall have the right to deduct from all
Awards cash and/or Stock, valued at Fair Market Value on the date of payment, in
an amount necessary to satisfy all Federal, state or local taxes as required by
law to be withheld with respect to such Awards and, in the case of Awards paid
in Stock, the Holder or other person 

                                       21

<PAGE>
 
receiving such Stock may be required to pay to the Company prior to delivery of
such Stock, the amount of any such taxes which the Company is required to
withhold, if any, with respect to such Stock. Subject in particular cases to the
disapproval of the Committee, the Company may accept shares of Stock of
equivalent Fair Market Value in payment of such withholding tax obligations if
the Holder of the Award elects to make payment in such manner.

     (e)  Claim to Awards and Employment or Service Rights. No employee or other
person shall have any claim or right to be granted an Award under the Plan or,
having been selected for the grant of an Award, to be selected for a grant of
any other Award. Neither the Plan nor any action taken hereunder shall be
construed as giving any Participant any right to be retained in the employ or
service of the Company.

     (f)  Designation and Change of Beneficiary. Each Participant may file with
the Committee a written designation of one or more persons as the beneficiary
who shall be entitled to receive the rights or amounts payable with respect to
an Award due under the Plan upon his death. A Participant may, from time to
time, revoke or change his beneficiary designation without the consent of any
prior beneficiary by filing a new designation with the Committee. The last such
designation received by the Committee shall be controlling; provided, however,
                                                            --------  -------
that no designation, or change or revocation thereof, shall be effective unless
received by the Committee prior to the Participant's death, and in no event
shall it be effective as of a date prior to such receipt. If no beneficiary
designation is filed by the Participant, the beneficiary shall be deemed to be
his or her spouse or, if the Participant is unmarried at the time of death, his
or her estate.

     (g)  Payments to Persons Other Than Participants. If the Committee shall
find that any person to whom any amount is payable under the Plan is unable to
care for his affairs because of illness or accident, or is a minor, or has died,
then any payment due to such person or his estate (unless a prior claim therefor
has been made by a duly appointed legal representative) may, if the Committee so
directs the Company, be paid to his spouse, child, relative, an institution
maintaining or having custody of such person, or any other person deemed by the
Committee to be a proper recipient on behalf of such person otherwise entitled
to payment. Any such payment shall be a complete discharge of the liability of
the Committee and the Company therefor.

     (h)  No Liability of Committee Members. No member of the Committee shall be
personally liable by reason of any contract or other instrument executed by such
member or on his behalf in his capacity as a member of the Committee nor for any
mistake of judgment made in good faith, and the Company shall indemnify and hold
harmless each member of the Committee and each other employee, officer or
director of the Company to whom any duty or 

                                       22

<PAGE>
 
power relating to the administration or interpretation of the Plan may be
allocated or delegated, against any cost or expense (including counsel fees) or
liability (including any sum paid in settlement of a claim) arising out of any
act or omission to act in connection with the Plan unless arising out of such
person's own fraud or willful bad faith; provided, however, that approval of the
                                         --------  -------
Board shall be required for the payment of any amount in settlement of a claim
against any such person. The foregoing right of indemnification shall not be
exclusive of any other rights of indemnification to which such persons may be
entitled under the Company's Articles of Incorporation or By-Laws, as a matter
of law, or otherwise, or any power that the Company may have to indemnify them
or hold them harmless.

     (i)  Governing law. The Plan shall be governed by and construed in
accordance with the internal laws of the State of Delaware without regard to the
principles of conflicts of law thereof.

     (j)  Funding.  No provision of the Plan shall require the Company, for the
purpose of satisfying any obligations under the Plan, to purchase assets or
place any assets in a trust or other entity to which contributions are made or
otherwise to segregate any assets, nor shall the Company maintain separate bank
accounts, books, records or other evidence of the existence of a segregated or
separately maintained or administered fund for such purposes.  Holders shall
have no rights under the Plan other than as unsecured general creditors of the
Company, except that insofar as they may have become entitled to payment of
additional compensation by performance of services, they shall have the same
rights as other employees under general law.

     (k)  Nontransferability.  A person's rights and interest under the Plan,
including amounts payable, may not be sold, assigned, donated, or transferred or
otherwise disposed of, mortgaged, pledged or encumbered except, in the event of
a Holder's death, to a designated beneficiary to the extent permitted by the
Plan, or in the absence of such designation, by will or the laws of descent and
distribution; provided, however, the Committee may, in its sole discretion,
              --------  -------                                            
allow in an Award Agreement for transfer of Awards other than Incentive Stock
Options to other persons or entities.

     (l)  Reliance on Reports. Each member of the Committee and each member of
the Board shall be fully justified in relying, acting or failing to act, and
shall not be liable for having so relied, acted or failed to act in good faith,
upon any report made by the independent public accountant of the Company and its
Subsidiaries and upon any other information furnished in connection with the
Plan by any person or persons other than himself.

     (m)  Relationship to Other Benefits. No payment under the Plan shall be
taken into account in determining any benefits 

                                       23

<PAGE>
 
under any pension, retirement, profit sharing, group insurance or other benefit
plan of the Company except as otherwise specifically provided in such other
plan.

     (n)  Expenses. The expenses of administering the Plan shall be borne by the
Company.

     (o)  Pronouns. Masculine pronouns and other words of masculine gender shall
refer to both men and women.

     (p)  Titles and Headings. The titles and headings of the sections in the
Plan are for convenience of reference only, and in the event of any conflict,
the text of the Plan, rather than such titles or headings shall control.

15.  Changes in Capital Structure

     Awards granted under the Plan and any Award Agreements shall be subject to
equitable adjustment or substitution, as determined by the Committee in its sole
discretion, as to the number, price or kind of a share of Stock or other
consideration subject to such Awards (i) in the event of changes in the
outstanding Common Stock or in the capital structure of the Company by reason of
stock dividends, stock splits, reverse stock splits, recapitalizations,
reorganizations, mergers, consolidations, combinations, exchanges, or other
relevant changes in capitalization occurring after the Date of Grant of any such
Award, (ii) in the event of any change in applicable laws or any change in
circumstances which results in or would result in any substantial dilution or
enlargement of the rights granted to, or available for, Participants in the
Plan, or (iii) upon the occurrence of any other event which otherwise warrants
equitable adjustment because it interferes with the intended operation of the
Plan.  In addition, in the event of any such corporate or other event, the
aggregate number of shares of Stock available under the Plan and the maximum
number of shares of Stock with respect to which any one person may be granted in
connection with Awards during any year shall be appropriately adjusted by the
Committee, whose determination shall be conclusive.  Following the date that the
exemption from the application of Section 162(m) of the Code expires, as set
forth in Section 19 herein, with respect to Awards intended to qualify as
"performance-based compensation" under Section 162(m) of the Code, such
adjustments or substitutions shall be made only to the extent that the Committee
determines that such adjustments or substitutions may be made without a loss of
deductibility for such Awards under Section 162(m) of the Code.  The Company
shall give each Participant notice of an adjustment hereunder and, upon notice,
such adjustment shall be conclusive and binding for all purposes.

     Notwithstanding the above, in the event of any of the following:

                                       24

<PAGE>
 
               A.  The Company is merged or consolidated with another
          corporation or entity and, in connection therewith, consideration is
          received by shareholders of the Company in a form other than stock or
          other equity interests of the surviving entity;

               B.  All or substantially all of the assets of the Company are
          acquired by another person;

               C.  The reorganization or liquidation of the Company; or

               D.  The Company shall enter into a written agreement to undergo
          an event described in clauses A, B or C above,

then the Committee may, in its sole discretion and upon at least 10 days advance
notice to the affected persons, cancel any outstanding Awards and pay to the
Holders thereof, in cash, the value of such Awards based upon the price per
share of Stock received or to be received by other shareholders of the Company
in the event.  The terms of this Section 15 may be varied by the Committee in
any particular Award agreement.

16.  Change in Control

     Except to the extent stated otherwise in any individual Award Agreement,
upon the occurrence of a Change in Control (i) all outstanding Options and
freestanding SARs shall become immediately exercisable in full, (ii) all
restrictions with respect to outstanding shares of Restricted Stock shall lapse,
(iii) all outstanding Phantom Stock Units will be immediately converted into
shares of Stock, or cash equivalents at the discretion of the Committee, and
paid out to such Holders, and (iv) the Committee will make a determination on
the degree of achievement of all Performance Goals with respect to outstanding
Performance Share Units and shall make such payments with respect thereto as it
deems appropriate.

17.  Nonexclusivity of the Plan

     Neither the adoption of this Plan by the Board nor the submission of this
Plan to the stockholders of the Company for approval shall be construed as
creating any limitations on the power of the Board to adopt such other incentive
arrangements as it may deem desirable, including, without limitation, the
granting of stock options otherwise than under this Plan, and such arrangements
may be either applicable generally or only in specific cases.

18.  Amendment and Termination

     The Board may at any time terminate the Plan.  With the express written
consent of an individual Participant, the Board 

                                       25

<PAGE>
 
or the Committee may cancel or reduce or otherwise alter outstanding Awards. The
Board or the Committee may, at any time, or from time to time, amend or suspend
and, if suspended, reinstate, the Plan in whole or in part; provided that any
such amendment shall be contingent on obtaining the approval of the shareholders
of the Company if the Committee determines that such approval is necessary to
comply with any requirement of law or rule of any stock exchange on which the
Company's equity securities are traded, or in order for Awards to qualify for an
exception from Section 162(m) of the Code.

19.  Effect of Section 162(m) of the Code

     The Plan, and all Awards issued thereunder, are intended to be exempt from
the application of Section 162(m) of the Code, which restricts under certain
circumstances the Federal income tax deduction for compensation paid by a public
company to named executives in excess of $1 million per year.  As of the Plan's
effective date, the exemption is based on Treasury Regulation Section 1.162-
27(f), which generally exempts from the application of Section 162(m) of the
Code compensation paid pursuant to a plan that existed before a company becomes
publicly held.  Under such Treasury Regulation, this exemption is available to
the Plan for the duration of the period that lasts until the earlier of (i) the
expiration or material modification of the Plan, (ii) the exhaustion of the
maximum number of shares of Stock available for Awards under the Plan, as set
forth in Section 5(a), or (iii) the first meeting of shareholders at which
directors are to be elected that occurs after the close of the third calendar
year following the calendar year in which the Company first becomes subject to
the reporting obligations of Section 12 of the Exchange Act.  The Committee may,
without shareholder approval, amend the Plan retroactively and/or prospectively
to the extent it determines necessary in order to comply with any subsequent
clarification of Section 162(m) of the Code required to preserve the Company's
Federal income tax deduction for compensation paid pursuant to the Plan.  To the
extent that the Committee determines as of the Date of Grant of an Award that
(i) the Award is intended to comply with Section 162(m) of the Code and (ii) the
exemption described above is no longer available with respect to such Award,
such Award shall not be effective until any stockholder approval required under
Section 162(m) of the Code has been obtained.

                                  *    *    *

As adopted by the Board of Directors of
West TeleServices Corporation
September 24, 1996

                                       26



<PAGE>
 
                              EMPLOYMENT AGREEMENT


     THIS AGREEMENT is entered into effective the 1st day of January, 1996,
between West Telemarketing Corporation  a Delaware corporation ("Employer") and
TOM BARKER ("Employee").


                                    RECITALS

     A.   WHEREAS, Employer and Employee have agreed to certain terms and
conditions of employment between the parties; and

     B.   WHEREAS, the parties desire to enter into this Agreement to
memorialize the terms and conditions of the employment relationship and any
prior and existing employment agreement(s) between the parties.

     NOW THEREFORE, the parties agree as follows;

     1.   Employment.  Employer agrees to employ Employee in his capacity as
          -----------                                                       
PRESIDENT AND COO of Employer.  Employer may also direct Employee to perform
such duties for  West Telemarketing Corporation Outbound and West  Interactive
Corporation and other entities which now are, or in the future may be,
affiliated with Employer (the "Affiliates"), subject to the limitation that
Employees total time commitment shall be consistent with that normally expected
of similarly situated executive level employees.  Employee shall serve Employer
and the Affiliates faithfully, diligently and to the best of his ability.
Employee agrees during the term of
 this Agreement to devote his best efforts,
attention, energy and skill to the performance of his employment and/or
consulting duties and to furthering the interest of Employer and the Affiliates.

     2.   Term of Employment.   Employee's employment under this Agreement shall
          --------------------                                                  
commence effective the 1st day of January, 1996, and shall continue for a period
of two years unless terminated or renewed under the provisions of Paragraph 6
below.

     a)   Unless terminated pursuant to paragraph 6(a), the term of employment
          shall be extended by one year at the end of each successive year so
          that at the beginning of each successive year the term of this
          Agreement will be two years.

     3.   Compensation.  Employer shall pay Employee as set forth in Exhibit A
          -------------                                                       
attached hereto and incorporated herein as is fully set forth in this paragraph.
Employee may receive additional discretionary bonuses as determined by the Board
of Directors of Employer in its sole discretion provided nothing contained
herein shall be construed as a commitment by the corporation to declare or pay
any such bonuses.

<PAGE>
 
     4.   Benefits.  In addition to the compensation provided for in Paragraph 3
          --------                                                              
above, Employer will provide Employee with employment benefits commensurate to
those received by other executive level employees of Employer during the term of
this Agreement.

     5.   Other Activities.   Employee shall devote substantially all of his
          -----------------                                                 
working time and efforts during the Company's normal business hours to the
business and affairs of the Company and to the duties and responsibilities
assigned to him pursuant to this Agreement.  Employee may devote a reasonable
amount of his time to civic, community or charitable activities.  Employee in
all events shall be free to invest his assets in such manner as will not require
any substantial services by Employee in the conduct of the businesses or affairs
of the entities or in the management of the assets in which such investments are
made.

     6.   Term and Termination.  The termination of this Agreement shall be
          --------------------                                             
governed by the following:

     a)   The term of this Agreement shall be for the period set out in
          paragraph 2 unless earlier terminated in one of the following ways:

          (1)  Death.  This Agreement shall immediately terminate upon the death
               ------                                                           
               of Employee.

          (2)  For Cause.  The Employer, upon written notice to Employee, may
               ----------                                                    
               terminate the employment of Employee at any time for "cause."
               For purposes of this paragraph, "cause" shall be deemed to exist
               if, and only if, the CEO and COO of Employer, in good faith,
               determine that Employee has engaged, during the performance of
               his duties hereunder, in significant objective acts or omissions
               constituting dishonesty, willful misconduct or gross negligence
               relating to the business of Employer.

          (3)  Without Cause.  The Employer, upon written notice to Employee,
               -------------                                                 
               may terminate the employment of Employee at any time without
               cause.

          (4)  Resignation.  Employee, upon written notice to Employer, may
               -----------                                                 
               resign from the employment of Employer at any time.

<PAGE>
 
     (b)  Accrued Compensation on Termination.  In the event of termination of
          ------------------------------------                                
          the Agreement, Employee shall be entitled to receive:

          (1)  salary earned prior to and including the date of termination;

          (2)  any bonus earned as of the end of the month immediately preceding
               the date of termination; and

          (3)  all benefits, if any, which have vested as of the date of
               termination.

     7.   Consulting.
          -----------
          (a)  In the event of termination of employment pursuant to paragraph
               6(a) (3) or 6(a)(4) above, Employer and Employee agree that
               Employee shall, for a minimum period of twenty-four (24) months
               from the date of termination serve as a consultant to Employer.

          (b)  In the event of termination pursuant to paragraph 6(a)(2),
               Employer and Employee agree that Employer may, at its sole
               option, elect to retain the services of Employee as a consultant
               for a period of twenty-four (24) months from the date of
               termination and that Employee will serve as a consultant to
               Employer if Employer so elects.

          c)   During any period of consulting, Employee shall be acting as an
               independent contractor.  As part of the consulting services,
               Employee agrees to provide certain services to Employer,
               including, but not limited to, the following:

               (1)  oral and written information with reference to continuing
                    programs and new programs which were developed or under
                    development under the supervision of Employee;

               (2)  meeting with officers and managers of Employer to discuss
                    and review programs and to make recommendations;

               (3)  analysis, opinion and information regarding the
                    effectiveness and public acceptance of their programs.

          d)   During the consulting period, Employee shall continue to receive,
               as compensation for his consulting, the annualized salary set
               forth in Exhibit A.  No bonus of any  kind will be paid during
               any period of consulting.

          e)   Employee hereby agrees that during any period of consulting, he
               will devote his full attention, energy and skill to the
               performance of 

<PAGE>
 
               his duties and to furthering the interest of Employer and the
               affiliates, which shall include, and Employee acknowledges, a
               fiduciary duty and obligation to Employer. Employee acknowledges
               that this prohibition includes, but is not necessarily limited
               to, a preclusion from any other employment or consulting by
               Employee during the consulting period except pursuant to
               paragraph 7(f) hereafter.

          f)   During the term of this Agreement, including any period of
               consulting, Employee shall not, singly, jointly, or as a member,
               employer or agent of any partnership, or as an officer, agent,
               employee, director, stockholder or investor of any other
               corporation or entity, or in any other capacity, engage in any
               business endeavors of any kind or nature whatsoever, other than
               those of Employer or its Affiliates without the express written
               consent of Employer, provided, however, that Employee may own
               stock in a publicly traded corporation.  Employee agrees that
               Employer may in its sole discretion give or withhold its consent
               and understands that Employer's consent will not be unreasonably
               withheld if  the following conditions are met:

               (1)  Employee's intended employment will not interfere in
                    Employer's opinion with Employee's duties and obligations as
                    a consultant, including the fiduciary duty assumed
                    hereunder; and

               (2)  Employee's intended employment or activity would not, in the
                    opinion of Employer, place Employee in a situation where
                    confidential information of Employer or its Affiliates known
                    to Employee may benefit Employee's new employer; and

               (3)  Employee's new employment will not, in Employer's opinion,
                    result, directly or indirectly, in competition with Employer
                    or its Affiliates, then or in the future.

          g)   Notwithstanding any provisions in this Agreement to the contrary,
               the provisions of paragraph 7 shall survive the termination of
               this Agreement.

          h)   Employer shall reimburse Employee for all reasonable expenses
               incurred by Employee in furtherance of his consulting duties
               pursuant to this Agreement provided the expenses are pre-approved
               by Employer.

<PAGE>
 
          i)   Benefits During Consulting Period.   Employee and his dependents
               ----------------------------------                              
               shall be entitled to continue their participation in all benefit
               plans in effect on the date of Employee's termination from
               employment during the period of consulting, under the same terms
               and conditions and at the same net cost to Employee as when
               employed by Employer unless Employee accepts new employment
               during the consulting term in accordance with paragraph 7 above,
               in which event all benefits will cease, at Employer's option,
               when the new employment is accepted by Employee.

8.   Confidential Information.   In the course of Employee's employment,
     -------------------------                                          
Employee will be provided with certain information, technical data and know-how
regarding the business of Employer and its Affiliates and their products, all of
which is confidential (hereinafter referred to as "Confidential Information").
Employee agrees to receive, hold and treat all confidential information received
from Employer and its Affiliates as confidential and secret and agrees to
protect the secrecy of said Confidential Information.  Employee agrees that the
Confidential Information will be disclosed only to those persons who are
required to have such knowledge in connection with their work for Employer and
that such Confidential Information will not be disclosed to others without the
prior written consent of the Employer.  The provisions hereof shall not be
applicable to:  (a) information which at the time of disclosure to Employee is a
matter of public knowledge; or (b) information which, after disclosure to
Employee, becomes public knowledge other than through a breach of this
Agreement.  Unless the Confidential Information shall be of the type herein
before set forth, Employee shall not use such Confidential Information for his
own benefit or for a third party's or parties' benefit at any time.  Upon
termination of employment, Employee will return all books, records and other
materials provided to or acquired by Employee during the course of employment
which relate in any way to Employer or its business.  The obligations imposed
upon Employee by this paragraph shall survive the expiration or termination of
this Agreement.

     9.   Covenant Not to Compete.   Notwithstanding any other provision of this
          ------------------------                                              
Agreement to the contrary, Employee covenants and agrees that for the period of
one (1)  year following termination of his employment with Employer for any
reason he will not:

     a)   directly or indirectly, for himself, or as agent of, or on behalf of,
          or in connection with, any person, firm, association or corporation,
          engage in any business competing directly for the customers,
          prospective customers or accounts of the Employer or any of its
          Affiliates with whom Employee had contact or about whom Employee
          learned during the course of his employment with Employer and during
          the one (1) year immediately preceding the end of his employment.

     b)   induce or attempt to induce any person employed by Employer or any of
          its Affiliates, in any capacity, at the time of the termination of
          Employee's 

<PAGE>
 
          service with Employer, to leave his employment, agency directorship or
          office with Employer or the Affiliate.

     c)   induce or attempt to induce any customer of Employer or any of its
          Affiliates to terminate or change in any way its business relationship
          with Employer or the Affiliate.

     Employee agrees the knowledge and information gained by him in the
performance of his duties would be valuable to those who are now, or might
become, competitors of the Employer or its Affiliates and that the business of
Employer and its Affiliates by its nature, covers at least the entire United
States of America and Canada.  In the event these covenants not to compete are
held, in any respect, to be an unreasonable restriction upon the Employee, the
Court so holding may reduce the territory, or time, to which it pertains or
otherwise reasonably modify the covenant to the extent necessary to render this
covenant enforceable by said Court for the reasonable protection of Employer and
its Affiliates.  The obligations imposed upon Employee by this paragraph are
severable from, and shall survive the expiration or termination of, this
Agreement.

     10.  Developments.
          -------------

     a)   Employee will make full and prompt disclosure to Employer of all
          inventions, improvements, discoveries, methods, developments, software
          and works of authorship, whether patentable or not, which are created,
          made, conceived, reduced to practice by Employee or under his
          direction or jointly with others during his employment by Employer,
          whether or not during normal working hours or on the premises of
          Employer which relate to the business of Employer as conducted from
          time to time (all of which are collectively referred to in this
          Agreement as "Developments").

     b)   Employee agrees to assign, and does hereby assign, to Employer (or any
          person or entity designated by Employer) all of his right, title and
          interest in and to all Developments and all related patents, patent
          applications, copyrights and copyright applications.

     c)   Employee agrees to cooperate fully with Employer, both during and
          after his employment with Employer, with respect to the procurement,
          maintenance and enforcement of copyrights and patents (both in the
          United States and foreign countries) relating to Developments.
          Employee shall sign all papers, including, without limitation,
          copyright applications, patent applications, declarations, oaths,
          formal assignments, assignment or priority rights, and powers of
          attorney, which Employer may deem necessary or desirable in order to
          protect its rights and interest in any Developments.

     11.  Injunction and Other Relief.  Both parties hereto recognize that the
          ---------------------------                                         
services to be rendered under this Agreement by Employee are special, unique and
of extraordinary 

<PAGE>
 
character, and that in the event of the breach of Employee of the terms and
conditions of this Agreement to be performed by him, or in the event Employee
performs services for any person, firm or corporation engaged in the competing
line of business with Employer as provided in Paragraph 9, or if Employee shall
breach the provisions of this Agreement with respect to Confidential Information
or consulting services, then Employer shall be entitled, if it so elects, in
addition to all other remedies available to it under this Agreement or at law or
in equity to affirmative injunctive relief.

     12.  Severability.   In the event that any of the provisions of this
          -------------                                                  
Agreement shall be held invalid or unenforceable by any court of competent
jurisdiction, such invalidity or unenforceability shall not affect the remainder
of this Agreement and same shall be construed as if such invalid or
unenforceable provisions had never been a part hereof.  In the event any court
would invalidate or fail to enforce any provision of Paragraph 7 and or
Paragraph 9 of this Agreement, Employee shall return any sums paid to Employee
by Employer pursuant to the consulting provision in paragraph 7 hereof.

     13.  Governing Law.   This Agreement shall be governed by the laws of the
          ----------------                                                    
State of Nebraska.

     14.  Entire Agreement.   This Agreement constitutes the entire agreement
          -----------------                                                  
between the parties respecting the employment of Employee by Employer and
supersedes all prior understandings, arrangements and agreements, whether oral
or written, including without limitation, any existing employment agreement, and
may not be amended except by a writing signed by the parties hereto.

     15.  Notice.   Notices to Employer under this Agreement shall be in writing
          -------                                                               
and sent by registered mail, return receipt requested, at the following address:

          President - West Telemarketing Corporation
          9910 Maple Street
          Omaha, Nebraska 68134

     16.  Miscellaneous.   Employee acknowledges that:
          --------------                              

     a)   He has consulted with or had an opportunity to consult with an
          attorney of Employee's choosing regarding this Agreement.

     b)   He will receive substantial and adequate consideration for his
          obligations under this Agreement.

<PAGE>
 
     c)   He believes the obligations, terms and conditions hereof are
          reasonable and necessary for the protectable interests of Employer and
          are enforceable.

     d)   This Agreement contains restrictions on his post-employment
          activities.

     IN WITNESS WHEREOF, Employer has, by its appropriate officers, executed
this Agreement and Employee has executed this Agreement as of the day and year
first above written.


                         WEST TELEMARKETING  CORPORATION,
                          Employer

                         By:  /s/ Troy L. Eaden
                            ----------------------------------------
                         Its:  Chief Executive Officer
                             ----------------------------------------



                                 /s/ Thomas Barker
                            --------------------------------------------
                                 Thomas Barker               , Employee
                            ---------------------------------          

<PAGE>
 
                               WEST TELEMARKETING

                                   MEMORANDUM

TO:      Tom Barker
FROM:    Troy Eaden
DATE:    February 1, 1996
SUBJECT: 1996 Compensation Plan - Exhibit A
- --------------------------------------------------------------------------------
Tom, your Compensation Plan will be as follows:
1) Your base salary will be $200,000. This will be reviewed on an annual basis
   in accordance with the consumer price index. A rise in the CPI index does not
   guarantee an increase in salary.
2) Beginning 1/1/96, you will be eligible to receive a quarterly performance
   bonus based on each quarter's growth of revenue and profits. The bonus will
   be calculated by multiplying quarterly growth in profits times the
   corresponding growth participating factor from the table below.


<TABLE> 
<CAPTION> 
          Revenue         Profit Growth
          -------         -------------
          Growth          Participation
          -------         -------------
        <S>                 <C> 
             0 - 10%         0
         10.01 - 15          2.0
         15.01 - 16          3.5
         16.01 - 17          3.6
         17.01 - 18          3.7
         18.01 - 19          3.8
         19.01 - 20          3.9
         20.01 - 21          4.0
         21.01 - 22          4.2
         22.01 - 23          4.4
         23.01 - 24          4.6
         24.01 - 25          4.8
         25.01 - 26          5.0
         26.01 - 27          5.2
         27.01 - 28          5.4
         28.01 - 29          5.6
         29.01 - 30          5.8
         over 30%            6.0
</TABLE>
 
 

<PAGE>
 
1996 COMPENSATION PLAN - EXHIBIT A 02/01/96          PAGE 2


As an example, if revenue for the first quarter of the calendar year increases
by 22% compared to the same period of the previous year, and pre-tax profits
increase by $1,500,000, you would earn a bonus of $63,000.

A quarterly bonus will be earned when quarterly revenue growth for the period is
greater than 10% as compared to the same period of the previous year.  A
negative pre-tax profit differential will result in a "loss-carry forward" to be
applied to the next quarter's bonus calculation.

Note:  All quarterly bonuses will be paid within 30 days after the end of each
quarter.


3)  Beginning in 1997, you will be eligible to receive an additional annual
bonus if certain minimum revenue and profit thresholds are achieved.  The
targeted revenue and profit goals, with their corresponding bonus, are outlined
below.  The annual bonus will be paid no later than January 31st of the
following year.


<TABLE>
<CAPTION>
 
                         Min. Pre.
 Year   Revenue Target  Tax Profit      Bonus
- ------  --------------  -----------  -----------
<S>     <C>             <C>          <C>
 
 1997     $375,000,000          15%   $  250,000
 1998     $435,000,000          15%   $  500,000
 1999     $515,000,000          15%   $  750,000
 2000     $600,000,000          15%   $1,000,000
 
</TABLE>


                                      -2-



<PAGE>
 
                              EMPLOYMENT AGREEMENT


          THIS AGREEMENT is entered into effective the 1st day of January, 1996,
between West Telemarketing Corporation  a Delaware corporation ("Employer") and
MICHAEL A. MICEK ("Employee").


                                    RECITALS

          A. WHEREAS, Employer and Employee have agreed to certain terms and
conditions of employment between the parties; and

          B.  WHEREAS, the parties desire to enter into this Agreement to
memorialize the terms and conditions of the employment relationship and any
prior and existing employment agreement(s) between the parties.

          NOW THEREFORE, the parties agree as follows;

          1.  Employment.  Employer agrees to employ Employee in his capacity as
              -----------                                                       
CHIEF FINANCIAL OFFICER of Employer.  Employer may also direct Employee to
perform such duties for  West Telemarketing Corporation Outbound and West
Interactive Corporation and other entities which now are, or in the future may
be, affiliated with Employer (the "Affiliates"), subject to the limitation that
Employees total time commitment shall be consistent with that normally expected
of similarly situated executive level employees.  Employee shall serve Employer
and the Affiliates faithfully, diligently and to the best of his ability.
Employee agrees during
 the term of this Agreement to devote his best efforts,
attention, energy and skill to the performance of his employment and/or
consulting duties and to furthering the interest of Employer and the Affiliates.

          2.  Term of Employment.   Employee's employment under this Agreement
              --------------------                                            
shall commence effective the 1st day of January, 1996, and shall continue for a
period of two years unless terminated or renewed under the provisions of
Paragraph 6 below.

     (a)  Unless terminated pursuant to paragraph 6(a), the term of employment
          shall be extended by one year at the end of each successive year so
          that at the beginning of each successive year the term of this
          Agreement will be two years.

     3.   Compensation.  Employer shall pay Employee as set forth in Exhibit A
          -------------                                                       
attached hereto and incorporated herein as is fully set forth in this paragraph.
Employee may receive additional discretionary bonuses as determined by the Board
of Directors of Employer in its sole discretion provided nothing contained
herein shall be construed as a commitment by the corporation to declare or pay
any such bonuses.

<PAGE>
 
     4.   Benefits.  In addition to the compensation provided for in Paragraph 3
          --------                                                              
above, Employer will provide Employee with employment benefits commensurate to
those received by other executive level employees of Employer during the term of
this Agreement.

     5.   Other Activities.   Employee shall devote substantially all of his
          -----------------                                                 
working time and efforts during the Company's normal business hours to the
business and affairs of the Company and to the duties and responsibilities
assigned to him pursuant to this Agreement.  Employee may devote a reasonable
amount of his time to civic, community or charitable activities.  Employee in
all events shall be free to invest his assets in such manner as will not require
any substantial services by Employee in the conduct of the businesses or affairs
of the entities or in the management of the assets in which such investments are
made.

     6.   Term and Termination.  The termination of this Agreement shall be
          --------------------                                             
governed by the following:

     (a)  The term of this Agreement shall be for the period set out in
          paragraph 2 unless earlier terminated in one of the following ways:

          (1)  Death.  This Agreement shall immediately terminate upon the death
               ------                                                           
               of Employee.

          (2)  For Cause.  The Employer, upon written notice to Employee, may
               ----------                                                    
               terminate the employment of Employee at any time for "cause."
               For purposes of this paragraph, "cause" shall be deemed to exist
               if, and only if, the CEO and COO of Employer, in good faith,
               determine that Employee has engaged, during the performance of
               his duties hereunder, in significant objective acts or omissions
               constituting dishonesty, willful misconduct or gross negligence
               relating to the business of Employer.

          (3)  Without Cause.  The Employer, upon written notice to Employee,
               -------------                                                 
               may terminate the employment of Employee at any time without
               cause.

          (4)  Resignation.  Employee, upon written notice to Employer, may
               -----------                                                 
               resign from the employment of Employer at any time.

                                       2

<PAGE>
 
(b)  Accrued Compensation on Termination.  In the event of termination of the
     ------------------------------------                                    
     Agreement, Employee shall be entitled to receive:

          (1)  salary earned prior to and including the date of termination;

          (2)  any bonus earned as of the end of the month immediately preceding
               the date of termination; and

          (3)  all benefits, if any, which have vested as of the date of
               termination.

     7.   Consulting.
          -----------
          (a)  In the event of termination of employment pursuant to paragraph
               6(a) (3) or 6(a)(4) above, Employer and Employee agree that
               Employee shall, for a minimum period of twenty-four (24) months
               from the date of termination serve as a consultant to Employer.

          (b)  In the event of termination pursuant to paragraph 6(a)(2),
               Employer and Employee agree that Employer may, at its sole
               option, elect to retain the services of Employee as a consultant
               for a period of twenty-four (24) months from the date of
               termination and that Employee will serve as a consultant to
               Employer if Employer so elects.

          c)   During any period of consulting, Employee shall be acting as an
               independent contractor.  As part of the consulting services,
               Employee agrees to provide certain services to Employer,
               including, but not limited to, the following:

               (1)  oral and written information with reference to continuing
                    programs and new programs which were developed or under
                    development under the supervision of Employee;

               (2)  meeting with officers and managers of Employer to discuss
                    and review programs and to make recommendations;

               (3)  analysis, opinion and information regarding the
                    effectiveness and public acceptance of their programs.

          d)   During the consulting period, Employee shall continue to receive,
               as compensation for his consulting, the annualized salary set
               forth in Exhibit A.  No bonus of any  kind will be paid during
               any period of consulting.

          e)   Employee hereby agrees that during any period of consulting, he
               will devote his full attention, energy and skill to the
               performance of

                                       3

<PAGE>
 
               his duties and to furthering the interest of Employer and the
               affiliates, which shall include, and Employee acknowledges, a
               fiduciary duty and obligation to Employer. Employee acknowledges
               that this prohibition includes, but is not necessarily limited
               to, a preclusion from any other employment or consulting by
               Employee during the consulting period except pursuant to
               paragraph 7(f) hereafter.

          f)   During the term of this Agreement, including any period of
               consulting, Employee shall not, singly, jointly, or as a member,
               employer or agent of any partnership, or as an officer, agent,
               employee, director, stockholder or investor of any other
               corporation or entity, or in any other capacity, engage in any
               business endeavors of any kind or nature whatsoever, other than
               those of Employer or its Affiliates without the express written
               consent of Employer, provided, however, that Employee may own
               stock in a publicly traded corporation.  Employee agrees that
               Employer may in its sole discretion give or withhold its consent
               and understands that Employer's consent will not be unreasonably
               withheld if  the following conditions are met:

               (1)  Employee's intended employment will not interfere in
                    Employer's opinion with Employee's duties and obligations as
                    a consultant, including the fiduciary duty assumed
                    hereunder; and

               (2)  Employee's intended employment or activity would not, in the
                    opinion of Employer, place Employee in a situation where
                    confidential information of Employer or its Affiliates known
                    to Employee may benefit Employee's new employer; and

               (3)  Employee's new employment will not, in Employer's opinion,
                    result, directly or indirectly, in competition with Employer
                    or its Affiliates, then or in the future.

          g)   Notwithstanding any provisions in this Agreement to the contrary,
               the provisions of paragraph 7 shall survive the termination of
               this Agreement.

          h)   Employer shall reimburse Employee for all reasonable expenses
               incurred by Employee in furtherance of his consulting duties
               pursuant to this Agreement provided the expenses are pre-approved
               by Employer.

                                       4

<PAGE>
 
          i)   Benefits During Consulting Period.   Employee and his dependents
               ----------------------------------                              
               shall be entitled to continue their participation in all benefit
               plans in effect on the date of Employee's termination from
               employment during the period of consulting, under the same terms
               and conditions and at the same net cost to Employee as when
               employed by Employer unless Employee accepts new employment
               during the consulting term in accordance with paragraph 7 above,
               in which event all benefits will cease, at Employer's option,
               when the new employment is accepted by Employee.

8.   Confidential Information.   In the course of Employee's employment,
     -------------------------                                          
Employee will be provided with certain information, technical data and know-how
regarding the business of Employer and its Affiliates and their products, all of
which is confidential (hereinafter referred to as "Confidential Information").
Employee agrees to receive, hold and treat all confidential information received
from Employer and its Affiliates as confidential and secret and agrees to
protect the secrecy of said Confidential Information.  Employee agrees that the
Confidential Information will be disclosed only to those persons who are
required to have such knowledge in connection with their work for Employer and
that such Confidential Information will not be disclosed to others without the
prior written consent of the Employer.  The provisions hereof shall not be
applicable to:  (a) information which at the time of disclosure to Employee is a
matter of public knowledge; or (b) information which, after disclosure to
Employee, becomes public knowledge other than through a breach of this
Agreement.  Unless the Confidential Information shall be of the type herein
before set forth, Employee shall not use such Confidential Information for his
own benefit or for a third party's or parties' benefit at any time.  Upon
termination of employment, Employee will return all books, records and other
materials provided to or acquired by Employee during the course of employment
which relate in any way to Employer or its business.  The obligations imposed
upon Employee by this paragraph shall survive the expiration or termination of
this Agreement.

     9.   Covenant Not to Compete.   Notwithstanding any other provision of this
          ------------------------                                              
Agreement to the contrary, Employee covenants and agrees that for the period of
one (1)  year following termination of his employment with Employer for any
reason he will not:

     a)   directly or indirectly, for himself, or as agent of, or on behalf of,
          or in connection with, any person, firm, association or corporation,
          engage in any business competing directly for the customers,
          prospective customers or accounts of the Employer or any of its
          Affiliates with whom Employee had contact or about whom Employee
          learned during the course of his employment with Employer and during
          the one (1) year immediately preceding the end of his employment.

     b)   induce or attempt to induce any person employed by Employer or any of
          its Affiliates, in any capacity, at the time of the termination of
          Employee's

                                       5

<PAGE>
 
          service with Employer, to leave his employment, agency directorship or
          office with Employer or the Affiliate.

     c)   induce or attempt to induce any customer of Employer or any of its
          Affiliates to terminate or change in any way its business relationship
          with Employer or the Affiliate.

     Employee agrees the knowledge and information gained by him in the
performance of his duties would be valuable to those who are now, or might
become, competitors of the Employer or its Affiliates and that the business of
Employer and its Affiliates by its nature, covers at least the entire United
States of America and Canada.  In the event these covenants not to compete are
held, in any respect, to be an unreasonable restriction upon the Employee, the
Court so holding may reduce the territory, or time, to which it pertains or
otherwise reasonably modify the covenant to the extent necessary to render this
covenant enforceable by said Court for the reasonable protection of Employer and
its Affiliates.  The obligations imposed upon Employee by this paragraph are
severable from, and shall survive the expiration or termination of, this
Agreement.

     10.  Developments.
          -------------

     a)   Employee will make full and prompt disclosure to Employer of all
          inventions, improvements, discoveries, methods, developments, software
          and works of authorship, whether patentable or not, which are created,
          made, conceived, reduced to practice by Employee or under his
          direction or jointly with others during his employment by Employer,
          whether or not during normal working hours or on the premises of
          Employer which relate to the business of Employer as conducted from
          time to time (all of which are collectively referred to in this
          Agreement as "Developments").

     b)   Employee agrees to assign, and does hereby assign, to Employer (or any
          person or entity designated by Employer) all of his right, title and
          interest in and to all Developments and all related patents, patent
          applications, copyrights and copyright applications.

     c)   Employee agrees to cooperate fully with Employer, both during and
          after his employment with Employer, with respect to the procurement,
          maintenance and enforcement of copyrights and patents (both in the
          United States and foreign countries) relating to Developments.
          Employee shall sign all papers, including, without limitation,
          copyright applications, patent applications, declarations, oaths,
          formal assignments, assignment or priority rights, and powers of
          attorney, which Employer may deem necessary or desirable in order to
          protect its rights and interest in any Developments.

     11.  Injunction and Other Relief.  Both parties hereto recognize that the
          ---------------------------                                         
services to be rendered under this Agreement by Employee are special, unique and
of extraordinary

                                       6

<PAGE>
 
character, and that in the event of the breach of Employee of the terms and
conditions of this Agreement to be performed by him, or in the event Employee
performs services for any person, firm or corporation engaged in the competing
line of business with Employer as provided in Paragraph 9, or if Employee shall
breach the provisions of this Agreement with respect to Confidential Information
or consulting services, then Employer shall be entitled, if it so elects, in
addition to all other remedies available to it under this Agreement or at law or
in equity to affirmative injunctive relief.

     12.  Severability.   In the event that any of the provisions of this
          -------------                                                  
Agreement shall be held invalid or unenforceable by any court of competent
jurisdiction, such invalidity or unenforceability shall not affect the remainder
of this Agreement and same shall be construed as if such invalid or
unenforceable provisions had never been a part hereof.  In the event any court
would invalidate or fail to enforce any provision of Paragraph 7 and or
Paragraph 9 of this Agreement, Employee shall return any sums paid to Employee
by Employer pursuant to the consulting provision in paragraph 7 hereof.

     13.  Governing Law.   This Agreement shall be governed by the laws of the
          ----------------                                                    
State of Nebraska.

     14.  Entire Agreement.   This Agreement constitutes the entire agreement
          -----------------                                                  
between the parties respecting the employment of Employee by Employer and
supersedes all prior understandings, arrangements and agreements, whether oral
or written, including without limitation, any existing employment agreement, and
may not be amended except by a writing signed by the parties hereto.

     15.  Notice.   Notices to Employer under this Agreement shall be in writing
          -------                                                               
and sent by registered mail, return receipt requested, at the following address:

          President - West Telemarketing Corporation
          9910 Maple Street
          Omaha, Nebraska 68134

     16.  Miscellaneous.   Employee acknowledges that:
          --------------                              

     a)   He has consulted with or had an opportunity to consult with an
          attorney of Employee's choosing regarding this Agreement.

     b)   He will receive substantial and adequate consideration for his
          obligations under this Agreement.

                                       7

<PAGE>
 
     c)   He believes the obligations, terms and conditions hereof are
          reasonable and necessary for the protectable interests of Employer and
          are enforceable.

     d)   This Agreement contains restrictions on his post-employment
          activities.

     IN WITNESS WHEREOF, Employer has, by its appropriate officers, executed
this Agreement and Employee has executed this Agreement as of the day and year
first above written.


                         WEST TELEMARKETING CORPORATION,
                         Employer

                         By:         /s/ Troy L. Eaden
                                ------------------------------
                         Its:       Chief Executive Officer



                                /s/ Michael A. Micek
                                -------------------------------
                                Michael A. Micek, Employee

                                       8

<PAGE>
 
                                   EXHIBIT A

SALARY:   Employer shall pay Employee a minimum annual salary of $140,000 during
- ------                                                                          
each year, or fraction thereof in the event of termination of this Agreement.


QUARTERLY BONUS:    Beginning with the first quarter of 1996, Employee will be
- ----------------                                                              
eligible to receive a quarterly performance bonus based on each quarter's growth
in profits when compared to the same period of the previous year.  Each
quarter's positive pre-tax profit differential would warrant a bonus.  A
negative pre-tax profit differential would result in a "loss carry forward" to
be applied against future quarterly bonus calculations.

The amount paid will be determined by multiplying the quarterly pre-tax profit
growth of the West Companies (West Telemarketing Corporation, West Interactive
Corporation and West Telemarketing Outbound) by a factor of .02(2%).  The
Employee will be paid the amount due within 30 days after the end of the
quarter.  No performance bonus will be earned during any period of consulting.

TARGET BONUS:  Beginning in 1997, Employee will be eligible to receive an
- -------------                                                            
additional annual bonus if specific minimum revenue and profit objectives are
achieved.

The targeted revenue and profit objectives and the respective bonus for each
year is outlined below.  All target bonuses will be paid no later than January
31st of the year following the bonus period.


<TABLE>
<CAPTION>
 
 
          Revenue         Minimum
           Target     Pre-Tax Profit    Bonus
        ------------  ---------------  --------
 
<S>     <C>           <C>              <C>
 1997   $375,000,000        15%       $100,000
 1998   $435,000,000        15%       $150,000
 1999   $515,000,000        15%       $225,000
 2000   $600,000,000        15%       $275,000
 
</TABLE>


                                       9



<PAGE>
 
                   AMENDED AND RESTATED EMPLOYMENT AGREEMENT

     THIS AGREEMENT is entered into effective the 30th day of June, 1991,
between West Telemarketing Corporation, a Delaware corporation ("Employer") and
Troy L. Eaden, 7714 Davis Circle, Omaha, Nebraska ("Employee").

                               R E C I T A L S :

     1.  Employer and Employee have previously entered into an Employment
Agreement effective January 1, 1989 (the "Existing Employment Agreement"); and

     2.  The parties desire to enter into this Agreement to amend and supercede
the Existing Employment Agreement.

     NOW, THEREFORE, the parties agree as follows:

     1.  Employment.  Employer agrees to continue to employ Employee in his
         ----------                                                        
current capacity as President and Chief Operating Officer of Employer.  Employee
shall be in charge of the operations of Employer subject to the general
direction, approval and control of the Board of Directors of Employer.  Employer
may also direct Employee to perform similar duties for West Telemarketing
Corporation Outbound and West Interactive Corp., corporations which are under
common control with Employer (the "Affiliates"), subject to the limitation that
Employee's total time commitment shall be consistent with that normally expected
of similarly situated executive
 level employees.  Employee shall serve Employer
and the Affiliates faithfully, diligently and to the best of his ability.
Employee agrees during the term of this Agreement to devote his best efforts,
attention, energy and skill to the performance of his employment duties and to
furthering the interest of Employer and the Affiliates.

     2.  Term of Employment.  Employee's employment under this Agreement shall
         ------------------                                                   
continue until terminated under the provisions of Paragraph 5 below.

     3.  Compensation.  Employer shall pay Employee an annualized salary of one
         ------------                                                          
hundred fifty seven thousand five hundred Dollars ($157,500) during the first
calendar year of this Agreement.  During all subsequent years, Employee's annual
salary shall be as determined by the Board of Directors of Employer.  Employee
may receive discretionary bonuses as determined by the Board of Directors of
Employer in its sole discretion provided nothing contained herein shall be
construed as a commitment by the Corporation to declare or pay any such bonuses.

     4.  Benefits.  In addition to the compensation provided for in Paragraph 3
         --------                                                              
above, Employer will provide Employee with employment benefits equal to those
received by other executive level employees of Employer during the term of this
Agreement.

                                       1

<PAGE>
 
     5.  Termination of Employment.  The employment of Employee by Employer
         -------------------------                                         
shall terminate upon occurrence of any of the following events:

          (a) The employment of Employee shall terminate immediately upon the
     death of Employee.

          (b) The employment of Employee shall terminate upon the Disability (as
     defined in Paragraph 6 below) of Employee.

          (c) Voluntary termination of employment by Employee upon giving
     Employer 90 days advance notice in writing.

          (d) Involuntary termination of employment by Employer without cause
     upon giving Employee notice in writing.

          (e) Employer may terminate the employment of Employee immediately upon
     written notice in the event of the occurrence of any of the following
     events:

               (i) The sale or transfer by Gary West and Mary West (collectively
          the "Wests") of more than ninety percent (90%) of the common stock of
          Employer owned by them to some third party;

              (ii) The sale of all or substantially all of the assets of
          Employer; or

              (iii)  A merger of Employer with another company fifty-one percent
          (51%) or more of the stock of which, after the merger, is not owned by
          the Wests.

          (f) Involuntary termination of employment by Employer immediately upon
     written notice to Employee for good cause.  The term "good cause" as used
     herein, shall mean at least one of the following circumstances:

               (i) If there is a material failure on the part of Employee to
          perform the duties required of him hereunder.  If at any time during
          the term of this employment, Employee is, in the opinion of Employer,
          materially failing to perform his employment duties, Employer shall
          give written notice to Employee specifying in the notice the material
          failures of performance and the actions necessary to remedy the
          failures during the sixty (60) day period immediately following
          receipt by Employee of the written notice.  If Employee fails to bring
          his performance into conformity with his obligations under this
          Agreement within such sixty (60) day period, Employer may terminate
          Employee's employment by sending written notice to Employee specifying
          an effective date of termination;

                                       2

<PAGE>
 
              (ii) Dishonesty involving Employee's employment;

              (iii)  Employee's addiction to the use of drugs or alcohol.

     Upon termination of employment for any reason, Employee shall be entitled
to receive all salary through the date of termination, together with any bonuses
declared by the Board of Directors with respect to Employee's services prior to
the effective date of termination, but unpaid as of such date.  In addition,
upon a termination pursuant to subparagraph (d) above, Employee shall receive
three (3) months severance pay.

     6.  Disability.  For purposes of this Agreement, "Disability" shall be
         ----------                                                        
deemed to have occurred if Employee shall, by reason of illness or physical
incapacitation for a period of three (3) consecutive months, or for an aggregate
of six (6) months during any three (3) consecutive years during the term of this
Agreement, fail to perform in an active capacity the services required under
this Agreement.

     7.  Other Activities.  Employee shall devote substantially all of his
         ----------------                                                 
working time and efforts during the Company's normal business hours to the
business and affairs of the Company and to the duties and responsibilities
assigned to him pursuant to this Agreement.  Employee may devote a reasonable
amount of his time to civic, community or charitable activities.  Employee in
all events shall be free to invest his assets in such manner as will not require
any substantial services by Employee in the conduct of the businesses or affairs
of the entities or in the management of the assets in which such investments are
made.

     8.  Confidential Information.  In the course of Employee's employment,
         ------------------------                                          
Employee will be provided with certain information, technical data and know-how
regarding the business of Employer and its products, all of which is
confidential (hereinafter referred to as "Confidential Information").  Employee
agrees to receive, hold and treat all Confidential Information received from
Employer as confidential and secret and agrees to protect the secrecy of said
Confidential Information.  Employee agrees that the Confidential Information
will be disclosed only to those persons who are required to have such knowledge
in connection with their work for Employer and that such Confidential
Information will not be disclosed to otherwise without the prior written consent
of the Employer.  The provisions hereof shall not be applicable to:  (a)
information which at the time of disclosure to Employee is a matter of public
knowledge; or (b) information which, after disclosure to Employee, becomes
public knowledge other than through a breach of this Agreement.  Unless the
Confidential Information shall be of the type hereinbefore set forth, Employee
shall not use such Confidential Information for his own benefit or for a third
party's or parties' benefit at any time.  The obligations imposed upon Employee
by this

                                       3

<PAGE>
 
paragraph shall survive the expiration or termination of this Agreement.

     9.  Covenant Not to Compete.  Employee covenants and agrees that for the
         -----------------------                                             
period of two (2) years following termination of his employment with Employer
for any reason except pursuant to Paragraph 5(d) above, he will not:

          (a) Directly or indirectly, for himself, or as agent of, or on behalf
     of, or in connection with, any person, firm, association or corporation,
     engage in any business competing directly for the customers, prospective
     customers or accounts of the Employer with whom Employee had contact or
     about whom Employee learned during the course of his employment with
     Employer and during the two (2) years immediately preceding the end of his
     employment;

          (b) Induce or attempt to induce any person employed by Employer, in
     any capacity, at the time of the termination of Employee's service with
     Employer, to leave his employment, agency, directorship or office with
     Employer.

Employee agrees the knowledge and information gained by him in the performance
of his duties would be valuable to those who are now, or might become,
competitors of the Employer and that the business of Employer by its nature,
covers the entire United States of America and Canada.  In the event these
covenants not to compete are held, in any respect, to be an unreasonable
restriction upon Employee, the Court so hold may reduce the territory, or time,
to which it pertains or otherwise reasonably modify the covenant to the extent
necessary to render this covenant enforceable by said Court for the reasonable
protection of Employer.  The obligations imposed upon Employee by this paragraph
shall survive the expiration or termination of this Agreement.

     10.  Injunction and Other Relief.  Both parties hereto recognize that the
          ---------------------------                                         
services to be rendered under this Agreement by Employee are special, unique and
of extraordinary character, and that in the event of the breach by Employee of
the terms and conditions of this Agreement to be performed by him, or in the
event Employee performs services for any person, firm or corporation engaged in
the competing line of business with Employer as provided in Paragraph 11, or if
Employee shall breach the provisions of this Agreement with respect to
Confidential Information, then Employer shall be entitled, if it so elects, in
addition to all other remedies available to it under this Agreement or at law or
in equity to affirmative injunctive relief.

     11.  Severability.  In the event that any of the provisions of this
          ------------                                                  
Agreement shall be held invalid or unenforceable by any court of competent
jurisdiction, such invalidity or unenforceability shall not affect the remainder
of this Agreement

                                       4

<PAGE>
 
and same shall be construed as if such invalid or unenforceable provisions had
never been a part hereof.

     12.  Governing Law.  This Agreement shall be governed by the laws of the
          -------------                                                      
State of Nebraska.

     13.  Entire Agreement.  This Agreement constitutes the entire agreement
          ----------------                                                  
between the parties respecting the employment of Employee by Employer and
supersedes all prior understandings, arrangements and agreements, whether oral
or written, including, without limitation, the Existing Employment Agreement,
and may not be amended except by a writing signed by the parties hereto.

     IN WITNESS WHEREOF, Employer has, by its appropriate officers, executed
this Agreement and Employee has executed this Agreement as of the day and year
first above written.

                              WEST TELEMARKETING CORPORATION, Employer


                              By:  /s/ Gary West
                                 --------------------------------

                              Its:  Chairman
                                  -------------------------------


                                    /s/ Troy L. Eaden
                                 ---------------------------------
                                      Troy L. Eaden

                                       5



<PAGE>
 
                              EMPLOYMENT AGREEMENT


  THIS AGREEMENT is entered into effective the 25th day of June, 1996, between
West Telemarketing Corporation  a Delaware corporation ("Employer") and LEE
WATERS ("Employee").


                                    RECITALS

  A.   WHEREAS, Employer and Employee have agreed to certain terms and
conditions of employment between the parties; and

  B.   WHEREAS, the parties desire to enter into this Agreement to memorialize
the terms and conditions of the employment relationship and any prior and
existing employment agreement(s) between the parties.

  NOW THEREFORE, the parties agree as follows;

  1.   Employment.  Employer agrees to employ Employee in his capacity as
       -----------                                                       
EXECUTIVE VICE PRESIDENT of Employer.  Employer may also direct Employee to
perform such duties for  West Telemarketing Corporation Outbound and West
Interactive Corporation and other entities which now are, or in the future may
be, affiliated with Employer (the "Affiliates"), subject to the limitation that
Employees total time commitment shall be consistent with that normally expected
of similarly situated executive level employees.  Employee shall serve Employer
and the Affiliates faithfully, diligently and to the best of his ability.
Employee agrees during the term
 of this Agreement to devote his best efforts,
attention, energy and skill to the performance of his employment and/or
consulting duties and to furthering the interest of Employer and the Affiliates.

  2.   Term of Employment.   Employee's employment under this Agreement shall
       --------------------                                                  
commence effective the 25th day of June, 1996, and shall continue for a period
of two years unless terminated or renewed under the provisions of Paragraph 6
below.

     (a)  Unless terminated pursuant to paragraph 6(a), the term of employment
          shall be extended by one year at the end of each successive year so
          that at the beginning of each successive year the term of this
          Agreement will be two years.

     3.   Compensation.  Employer shall pay Employee as set forth in Exhibit A
          -------------                                                       
attached hereto and incorporated herein as is fully set forth in this paragraph.
Employee may receive additional discretionary bonuses as determined by the Board
of Directors of Employer in its sole discretion provided nothing contained
herein shall be construed as a commitment by the corporation to declare or pay
any such bonuses.

                                       1

<PAGE>
 
     4.   Benefits.  In addition to the compensation provided for in Paragraph 3
          --------                                                              
above, Employer will provide Employee with employment benefits commensurate to
those received by other executive level employees of Employer during the term of
this Agreement.

     5.   Other Activities.   Employee shall devote substantially all of his
          -----------------                                                 
working time and efforts during the Company's normal business hours to the
business and affairs of the Company and to the duties and responsibilities
assigned to him pursuant to this Agreement.  Employee may devote a reasonable
amount of his time to civic, community or charitable activities.  Employee in
all events shall be free to invest his assets in such manner as will not require
any substantial services by Employee in the conduct of the businesses or affairs
of the entities or in the management of the assets in which such investments are
made.

     6.   Term and Termination.  The termination of this Agreement shall be
          --------------------                                             
governed by the following:

     (a)  The term of this Agreement shall be for the period set out in
          paragraph 2 unless earlier terminated in one of the following ways:

          (1)  Death.  This Agreement shall immediately terminate upon the death
               ------                                                           
               of Employee.

          (2)  For Cause.  The Employer, upon written notice to Employee, may
               ----------                                                    
               terminate the employment of Employee at any time for "cause."
               For purposes of this paragraph, "cause" shall be deemed to exist
               if, and only if, the CEO and COO of Employer, in good faith,
               determine that Employee has engaged, during the performance of
               his duties hereunder, in significant objective acts or omissions
               constituting dishonesty, willful misconduct or gross negligence
               relating to the business of Employer.

          (3)  Without Cause.  The Employer, upon written notice to Employee,
               -------------                                                 
               may terminate the employment of Employee at any time without
               cause.

          (4)  Resignation.  Employee, upon written notice to Employer, may
               -----------                                                 
               resign from the employment of Employer at any time.

                                       2

<PAGE>
 
(b)  Accrued Compensation on Termination.  In the event of termination of the
     ------------------------------------                                    
     Agreement, Employee shall be entitled to receive:

          (1)  salary earned prior to and including the date of termination;

          (2)  any bonus earned as of the end of the month immediately preceding
               the date of termination; and

          (3)  all benefits, if any, which have vested as of the date of
               termination.

     7.   Consulting.
          -----------
          (a)  In the event of termination of employment pursuant to paragraph
               6(a) (3) or 6(a)(4) above, Employer and Employee agree that
               Employee shall, for a minimum period of twenty-four (24) months
               from the date of termination serve as a consultant to Employer.

          (b)  In the event of termination pursuant to paragraph 6(a)(2),
               Employer and Employee agree that Employer may, at its sole
               option, elect to retain the services of Employee as a consultant
               for a period of twenty-four (24) months from the date of
               termination and that Employee will serve as a consultant to
               Employer if Employer so elects.

          c)   During any period of consulting, Employee shall be acting as an
               independent contractor.  As part of the consulting services,
               Employee agrees to provide certain services to Employer,
               including, but not limited to, the following:

               (1)  oral and written information with reference to continuing
                    programs and new programs which were developed or under
                    development under the supervision of Employee;

               (2)  meeting with officers and managers of Employer to discuss
                    and review programs and to make recommendations;

               (3)  analysis, opinion and information regarding the
                    effectiveness and public acceptance of their programs.

          d)   During the consulting period, Employee shall continue to receive,
               as compensation for his consulting, the annualized salary set
               forth in Exhibit A.  No bonus of any  kind will be paid during
               any period of consulting.

          e)   Employee hereby agrees that during any period of consulting, he
               will devote his full attention, energy and skill to the
               performance of

                                       3

<PAGE>
 
               his duties and to furthering the interest of Employer and the
               affiliates, which shall include, and Employee acknowledges, a
               fiduciary duty and obligation to Employer. Employee acknowledges
               that this prohibition includes, but is not necessarily limited
               to, a preclusion from any other employment or consulting by
               Employee during the consulting period except pursuant to
               paragraph 7(f) hereafter.

          f)   During the term of this Agreement, including any period of
               consulting, Employee shall not, singly, jointly, or as a member,
               employer or agent of any partnership, or as an officer, agent,
               employee, director, stockholder or investor of any other
               corporation or entity, or in any other capacity, engage in any
               business endeavors of any kind or nature whatsoever, other than
               those of Employer or its Affiliates without the express written
               consent of Employer, provided, however, that Employee may own
               stock in a publicly traded corporation.  Employee agrees that
               Employer may in its sole discretion give or withhold its consent
               and understands that Employer's consent will not be unreasonably
               withheld if  the following conditions are met:

               (1)  Employee's intended employment will not interfere in
                    Employer's opinion with Employee's duties and obligations as
                    a consultant, including the fiduciary duty assumed
                    hereunder; and

               (2)  Employee's intended employment or activity would not, in the
                    opinion of Employer, place Employee in a situation where
                    confidential information of Employer or its Affiliates known
                    to Employee may benefit Employee's new employer; and

               (3)  Employee's new employment will not, in Employer's opinion,
                    result, directly or indirectly, in competition with Employer
                    or its Affiliates, then or in the future.

          g)   Notwithstanding any provisions in this Agreement to the contrary,
               the provisions of paragraph 7 shall survive the termination of
               this Agreement.

          h)   Employer shall reimburse Employee for all reasonable expenses
               incurred by Employee in furtherance of his consulting duties
               pursuant to this Agreement provided the expenses are pre-approved
               by Employer.

                                       4

<PAGE>
 
          i)   Benefits During Consulting Period.   Employee and his dependents
               ----------------------------------                              
               shall be entitled to continue their participation in all benefit
               plans in effect on the date of Employee's termination from
               employment during the period of consulting, under the same terms
               and conditions and at the same net cost to Employee as when
               employed by Employer unless Employee accepts new employment
               during the consulting term in accordance with paragraph 7 above,
               in which event all benefits will cease, at Employer's option,
               when the new employment is accepted by Employee.

     8.   Confidential Information.   In the course of Employee's employment,
          -------------------------                                          
Employee will be provided with certain information, technical data and know-how
regarding the business of Employer and its Affiliates and their products, all of
which is confidential (hereinafter referred to as "Confidential Information").
Employee agrees to receive, hold and treat all confidential information received
from Employer and its Affiliates as confidential and secret and agrees to
protect the secrecy of said Confidential Information.  Employee agrees that the
Confidential Information will be disclosed only to those persons who are
required to have such knowledge in connection with their work for Employer and
that such Confidential Information will not be disclosed to others without the
prior written consent of the Employer.  The provisions hereof shall not be
applicable to:  (a) information which at the time of disclosure to Employee is a
matter of public knowledge; or (b) information which, after disclosure to
Employee, becomes public knowledge other than through a breach of this
Agreement.  Unless the Confidential Information shall be of the type herein
before set forth, Employee shall not use such Confidential Information for his
own benefit or for a third party's or parties' benefit at any time.  Upon
termination of employment, Employee will return all books, records and other
materials provided to or acquired by Employee during the course of employment
which relate in any way to Employer or its business.  The obligations imposed
upon Employee by this paragraph shall survive the expiration or termination of
this Agreement.

     9.   Covenant Not to Compete.   Notwithstanding any other provision of this
          ------------------------                                              
Agreement to the contrary, Employee covenants and agrees that for the period of
one (1)  year following termination of his employment with Employer for any
reason he will not:

     a)   directly or indirectly, for himself, or as agent of, or on behalf of,
          or in connection with, any person, firm, association or corporation,
          engage in any business competing directly for the customers,
          prospective customers or accounts of the Employer or any of its
          Affiliates with whom Employee had contact or about whom Employee
          learned during the course of his employment with Employer and during
          the one (1) year immediately preceding the end of his employment.

     b)   induce or attempt to induce any person employed by Employer or any of
          its Affiliates, in any capacity, at the time of the termination of
          Employee's

                                       5

<PAGE>
 
          service with Employer, to leave his employment, agency directorship or
          office with Employer or the Affiliate.

     c)   induce or attempt to induce any customer of Employer or any of its
          Affiliates to terminate or change in any way its business relationship
          with Employer or the Affiliate.

     Employee agrees the knowledge and information gained by him in the
performance of his duties would be valuable to those who are now, or might
become, competitors of the Employer or its Affiliates and that the business of
Employer and its Affiliates by its nature, covers at least the entire United
States of America and Canada.  In the event these covenants not to compete are
held, in any respect, to be an unreasonable restriction upon the Employee, the
Court so holding may reduce the territory, or time, to which it pertains or
otherwise reasonably modify the covenant to the extent necessary to render this
covenant enforceable by said Court for the reasonable protection of Employer and
its Affiliates.  The obligations imposed upon Employee by this paragraph are
severable from, and shall survive the expiration or termination of, this
Agreement.

     10.  Developments.
          -------------

     a)   Employee will make full and prompt disclosure to Employer of all
          inventions, improvements, discoveries, methods, developments, software
          and works of authorship, whether patentable or not, which are created,
          made, conceived, reduced to practice by Employee or under his
          direction or jointly with others during his employment by Employer,
          whether or not during normal working hours or on the premises of
          Employer which relate to the business of Employer as conducted from
          time to time (all of which are collectively referred to in this
          Agreement as "Developments").

     b)   Employee agrees to assign, and does hereby assign, to Employer (or any
          person or entity designated by Employer) all of his right, title and
          interest in and to all Developments and all related patents, patent
          applications, copyrights and copyright applications.

     c)   Employee agrees to cooperate fully with Employer, both during and
          after his employment with Employer, with respect to the procurement,
          maintenance and enforcement of copyrights and patents (both in the
          United States and foreign countries) relating to Developments.
          Employee shall sign all papers, including, without limitation,
          copyright applications, patent applications, declarations, oaths,
          formal assignments, assignment or priority rights, and powers of
          attorney, which Employer may deem necessary or desirable in order to
          protect its rights and interest in any Developments.

     11.  Injunction and Other Relief.  Both parties hereto recognize that the
          ---------------------------                                         
services to be rendered under this Agreement by Employee are special, unique and
of extraordinary

                                       6

<PAGE>
 
character, and that in the event of the breach of Employee of the terms and
conditions of this Agreement to be performed by him, or in the event Employee
performs services for any person, firm or corporation engaged in the competing
line of business with Employer as provided in Paragraph 9, or if Employee shall
breach the provisions of this Agreement with respect to Confidential Information
or consulting services, then Employer shall be entitled, if it so elects, in
addition to all other remedies available to it under this Agreement or at law or
in equity to affirmative injunctive relief.

     12.  Severability.   In the event that any of the provisions of this
          -------------                                                  
Agreement shall be held invalid or unenforceable by any court of competent
jurisdiction, such invalidity or unenforceability shall not affect the remainder
of this Agreement and same shall be construed as if such invalid or
unenforceable provisions had never been a part hereof.  In the event any court
would invalidate or fail to enforce any provision of Paragraph 7 and or
Paragraph 9 of this Agreement, Employee shall return any sums paid to Employee
by Employer pursuant to the consulting provision in paragraph 7 hereof.

     13.  Governing Law.   This Agreement shall be governed by the laws of the
          ----------------                                                    
State of Nebraska.

     14.  Entire Agreement.   This Agreement constitutes the entire agreement
          -----------------                                                  
between the parties respecting the employment of Employee by Employer and
supersedes all prior understandings, arrangements and agreements, whether oral
or written, including without limitation, any existing employment agreement, and
may not be amended except by a writing signed by the parties hereto.

     15.  Notice.   Notices to Employer under this Agreement shall be in writing
          -------                                                               
and sent by registered mail, return receipt requested, at the following address:

          President - West Telemarketing Corporation
          9910 Maple Street
          Omaha, Nebraska 68134

     16.  Miscellaneous.   Employee acknowledges that:
          --------------                              

     a)   He has consulted with or had an opportunity to consult with an
          attorney of Employee's choosing regarding this Agreement.

     b)   He will receive substantial and adequate consideration for his
          obligations under this Agreement.

                                       7

<PAGE>
 
     c)   He believes the obligations, terms and conditions hereof are
          reasonable and necessary for the protectable interests of Employer and
          are enforceable.

     d)   This Agreement contains restrictions on his post-employment
          activities.

     IN WITNESS WHEREOF, Employer has, by its appropriate officers, executed
this Agreement and Employee has executed this Agreement as of the day and year
first above written.


                         WEST TELEMARKETING CORPORATION,
                         Employer


                         By:  /s/ Thomas Barker
                              ---------------------------
                         Its:  President
                               --------------------------


                                /s/ Lee Waters
                                --------------------------
                                Lee Waters, Employee
                                --------------------------

                                       8

<PAGE>
 
                               WEST TELEMARKETING
                              M E M O R A N D U M

To:    Lee Waters                                                             
From:  Troy Eaden                                                             
       Tom Barker                                                             
                                                                               
Date:    July 26, 1996                                                        
Subject:  COMPENSATION PLAN - EXHIBIT A                                       
______________________________________________________________________________
Lee, below is an outline of your compensation plan while you are employed as
Executive Vice President of West Telemarketing Corporation.

1.  You will be paid an annualized salary of $150,000 for the calendar year or
    fraction thereof in the event of termination. This will be reviewed on an
    annual basis and revised, if necessary, in accordance with the Consumer
    Price Index.

2.  For the balance of 1996, the following compensation is in effect:

     A.  Target lump sum bonus ($80,000) upon achievement of $6 million profit
         in the last half of 1996.

     B.  Two percent of all profits in excess of $6 million to be paid within
         thirty days of the close-of-the-month.

3.   Beginning 1-1-97, you will be eligible to receive a quarterly performance
     bonus based on each quarter's growth of revenue and profits when compared
     to the same quarter of the previous year. A negative pre-tax differential
     would result in a "loss carry forward" to be applied to future quarters'
     bonus calculations. The bonus will be calculated by multiplying the profit
     differential times the rate factor as outlined on the attached table for
     years 1997 through 2000.

4.   Compensation will be paid through June 30, 1996 in accordance with Exhibit
     A of Employment Agreement dated January 1, 1996.

Attachment

                                       9

<PAGE>
 
WEST TELEMARKETING CORPORATION DEDICATED & DRTV
               COMPENSATION PLAN

New Salary: $150,000 Per Year

Target Lump Sum Bonus ($80,000)
      Upon Achievement of $6 Million
      Profit in Last Half of Year

Two Percent of All Profits in
      Excess of $6 Million to be Paid
      within 30 days of Close of
      Month

      1/1/97 through 12/31/00


<TABLE> 
<CAPTION> 

INCENTIVE                 INCENTIVE                   INCENTIVE                       INCENTIVE      
ON PROFIT      1997       ON PROFIT        1998       ON PROFIT           1999        ON PROFIT           2000
GROWTH         COMP       GROWTH           COMP       GROWTH              COMP        GROWTH              COMP
- -----------------------------------------------------------------------------------------------------------------
<S>         <C>           <C>            <C>          <C>               <C>           <C>               <C> 
    0.00%    $150,000      0.00%         $150,000         0.00%          $150,000         0.00%          $150,000
    1.75%    $197,997      1.50%         $234,228         1.50%          $225,600         1.50%          $267,278
    2.00%    $207,797      1.75%         $251,671         1.75%          $242,169         1.75%          $292,058
    2.00%    $210,740      2.00%         $270,087         2.00%          $259,872         2.00%          $318,333
    4.25%    $285,327      2.25%         $289,476         2.35%          $284,430         2.00%          $324,314
    4.25%    $291,582      2.25%         $293,854         2.35%          $289,760         2.00%          $330,295
    4.25%    $297,836      2.50%         $314,702         2.50%          $304,351         2.25%          $359,561
    4.50%    $313,155      2.50%         $319,566         2.50%          $310,021         2.25%          $366,290
    4.50%    $319,778      2.75%         $341,873         2.75%          $332,260         2.50%          $397,799
    5.00%    $346,000      3.00%         $365,153         3.00%          $355,633         2.75%          $430,803
    5.00%    $353,358      3.00%         $370,990         3.00%          $362,438         2.75%          $439,027
    5.50%    $381,788      3.25%         $395,730         3.25%          $387,512         3.00%          $474,274
    5.50%    $381,869      3.25%         $395,793         3.25%          $387,586         3.00%          $474,363

</TABLE>
 

                              WEST TELEMARKETING

<TABLE> 
<CAPTION> 
                                                    1993                   1994                    1995               1996
                                                    ----                   ----                    ----               ----
<S>                                              <C>                   <C>                      <C>                <C>
SALES........................................... $48,905,587           $56,558,042              $77,614,779        $89,072,177

PROFITS......................................... $7,107,755             $8,874,721              $13,029,606        $16,388,953
PROFIT % SALES..................................      14.53%                 15.69%                   16.79%             18.40%
GROWTH PERCENTAGE SALES.........................                             15.65%                   37.23%             14.76%
GROWTH PERCENTAGE PROFIT........................                             24.86%                   46.82%             25.78%
</TABLE>
 


<TABLE> 
<CAPTION> 
SALES                                               1997                   1998                    1999               2000
                                                    ----                   ----                    ----               ----
<S>                                              <C>                    <C>                     <C>                <C>
  DRTV.......................................... $105,451,346           $123,905,331            $144,969,237       $168,889,162
  DEDECATED..................................... $ 13,654,512           $ 25,734,532            $ 59,947,709       $111,090,352
TOTAL........................................... $119,105,858           $149,639,863            $204,916,946       $279,979,514

PROFITS                 
  DRTV.......................................... $ 17,929,638           $ 21,017,974            $ 24,591,030       $ 28,648,550
  DEDECATED..................................... $  1,749,204           $  3,426,984            $  6,467,980       $ 12,211,969 
TOTAL........................................... $ 19,678,842           $ 24,444,958            $ 31,059,010       $ 40,860,519
PROFIT % SALES..................................        16.52%                 16.34%                  15.16%             14.59%
GROWTH PERCENTAGE SALES.........................        33.72%                 25.64%                  36.94%             36.63%
GROWTH PERCENTAGE PROFIT........................        20.07%                 24.22%                  27.06%             31.56%

PROFIT % SALES..................................        16.52%                 16.34%                  15.16%             14.59%
</TABLE>
 



<PAGE>
 
                              EMPLOYMENT AGREEMENT


     THIS AGREEMENT is entered into effective the 1st day of January, 1996,
                                                 -----       --------      
between West Telemarketing Corporation Outbound a Delaware corporation
("Employer") and WAYNE HARPER ("Employee").
                 ------------              


                                    RECITALS

     A.   WHEREAS, Employer and Employee have agreed to certain terms and
conditions of employment between the parties; and

     B.   WHEREAS, the parties desire to enter into this Agreement to
memorialize the terms and conditions of the employment relationship and any
prior and existing employment agreement(s) between the parties.

     NOW THEREFORE, the parties agree as follows:

     1.   Employment.  Employer agrees to employ Employee in his capacity as
          -----------                                                       
VICE PRESIDENT OF SALES of Employer may also direct Employee to perform such
- ------------------------                                                    
duties for  West Telemarketing Corporation, West  Interactive Corporation and
other entities which now are, or in the future may be, affiliated with Employer
(the "Affiliates"), subject to the limitation that Employees total time
commitment shall be consistent with that normally expected of similarly situated
executive level employees.  Employee shall serve Employer and the Affiliates
faithfully, diligently and to the best of his ability.  Employee agrees during
the term of this
 Agreement to devote his best efforts, attention, energy and
skill to the performance of his employment and/or consulting duties and to
furthering the interest of Employer and the Affiliates.

     2.   Term of Employment.   Employee's employment under this Agreement shall
          --------------------                                                  
commence effective the  1st day of January,  1996, and shall continue for a
                       -----       --------  ----                          
period of one year unless terminated or renewed under the provisions of
Paragraph 6 below.

     (a)  Unless terminated pursuant to paragraph 6(a), the term of employment
          shall be extended by one year at the end of each successive year so
          that at the beginning of each successive year the term of this
          Agreement will be one  year.

     3.   Compensation.  Employer shall pay Employee as set forth in Exhibit A
          -------------                                                       
attached hereto and incorporated herein as is fully set forth in this paragraph.
Employee may receive additional discretionary bonuses as determined by the Board
of Directors of Employer in its sole discretion provided nothing contained
herein shall be construed as a commitment by the corporation to declare or pay
any such bonuses.

<PAGE>
 
     4.   Benefits.  In addition to the compensation provided for in Paragraph 3
          --------                                                              
above, Employer will provide Employee with employment benefits commensurate to
those received by other executive level employees of Employer during the term of
this Agreement.

     5.   Other Activities.   Employee shall devote substantially all of his
          -----------------                                                 
working time and efforts during the Company's normal business hours to the
business and affairs of the Company and to the duties and responsibilities
assigned to him pursuant to this Agreement.  Employee may devote a reasonable
amount of his time to civic, community or charitable activities.  Employee in
all events shall be free to invest his assets in such manner as will not require
any substantial services by Employee in the conduct of the businesses or affairs
of the entities or in the management of the assets in which such investments are
made.

     6.   Term and Termination.  The termination of this Agreement shall be
          --------------------                                             
governed by the following:

     (a)  The term of this Agreement shall be for the period set out in
          paragraph 2 unless earlier terminated in one of the following ways:

          (1)  Death.  This Agreement shall immediately terminate upon the death
               ------                                                           
               of Employee.

          (2)  For Cause.  The Employer, upon written notice to Employee, may
               ----------                                                    
               terminate the employment of Employee at any time for "cause."
               For purposes of this paragraph, "cause" shall be deemed to exist
               if, and only if, the CEO and COO of Employer, in good faith,
               determine that Employee has engaged, during the performance of
               his duties hereunder, in significant objective acts or omissions
               constituting dishonesty, willful misconduct or gross negligence
               relating to the business of Employer.

          (3)  Without Cause.  The Employer, upon written notice to Employee,
               -------------                                                 
               may terminate the employment of Employee at any time without
               cause.

          (4)  Resignation.  Employee, upon written notice to Employer, may
               -----------                                                 
               resign from the employment of Employer at any time.

                                       2

<PAGE>
 
(b)  Accrued Compensation on Termination.  In the event of termination of the
     ------------------------------------                                    
     Agreement, Employee shall be entitled to receive:

          (1)  salary earned prior to and including the date of termination;

          (2)  any bonus earned as of the end of the month immediately preceding
               the date of termination; and

          (3)  all benefits, if any, which have vested as of the date of
               termination.

     7.   Consulting.
          -----------
          (a)  In the event of termination of employment pursuant to paragraph
               6(a) (3) or 6(a)(4) above, Employer and Employee agree that
               Employee shall, for a minimum period of twelve (12) months from
               the date of termination serve as a consultant to Employer.

          (b)  In the event of termination pursuant to paragraph 6(a)(2),
               Employer and Employee agree that Employer may, at its sole
               option, elect to retain the services of Employee as a consultant
               for a period of twelve (12) months from the date of termination
               and that Employee will serve as a consultant to Employer if
               Employer so elects.

          c)   During any period of consulting, Employee shall be acting as an
               independent contractor.  As part of the consulting services,
               Employee agrees to provide certain services to Employer,
               including, but not limited to, the following:

               (1)  oral and written information with reference to continuing
                    programs and new programs which were developed or under
                    development under the supervision of Employee;

               (2)  meeting with officers and managers of Employer to discuss
                    and review programs and to make recommendations;

               (3)  analysis, opinion and information regarding the
                    effectiveness and public acceptance of their programs.

          d)   During the consulting period, Employee shall continue to receive,
               as compensation for his consulting, the annualized salary set
               forth in Exhibit A.  No bonus of any  kind will be paid during
               any period of consulting.

          e)   Employee hereby agrees that during any period of consulting, he
               will devote his full attention, energy and skill to the
               performance of

                                       3

<PAGE>
 
               his duties and to furthering the interest of Employer and the
               affiliates, which shall include, and Employee acknowledges, a
               fiduciary duty and obligation to Employer. Employee acknowledges
               that this prohibition includes, but is not necessarily limited
               to, a preclusion from any other employment or consulting by
               Employee during the consulting period except pursuant to
               paragraph 7(f) hereafter.

          f)   During the term of this Agreement, including any period of
               consulting, Employee shall not, singly, jointly, or as a member,
               employer or agent of any partnership, or as an officer, agent,
               employee, director, stockholder or investor of any other
               corporation or entity, or in any other capacity, engage in any
               business endeavors of any kind or nature whatsoever, other than
               those of Employer or its Affiliates without the express written
               consent of Employer, provided, however, that Employee may own
               stock in a publicly traded corporation.  Employee agrees that
               Employer may in its sole discretion give or withhold its consent
               and understands that Employer's consent will not be unreasonably
               withheld if  the following conditions are met:

               (1)  Employee's intended employment will not interfere in
                    Employer's opinion with Employee's duties and obligations as
                    a consultant, including the fiduciary duty assumed
                    hereunder; and

               (2)  Employee's intended employment or activity would not, in the
                    opinion of Employer, place Employee in a situation where
                    confidential information of Employer or its Affiliates known
                    to Employee may benefit Employee's new employer; and

               (3)  Employee's new employment will not, in Employer's opinion,
                    result, directly or indirectly, in competition with Employer
                    or its Affiliates, then or in the future.

          g)   Notwithstanding any provisions in this Agreement to the contrary,
               the provisions of paragraph 7 shall survive the termination of
               this Agreement.

          h)   Employer shall reimburse Employee for all reasonable expenses
               incurred by Employee in furtherance of his consulting duties
               pursuant to this Agreement provided the expenses are pre-approved
               by Employer.

                                       4

<PAGE>
 
          i)   Benefits During Consulting Period.   Employee and his dependents
               ----------------------------------                              
               shall be entitled to continue their participation in all benefit
               plans in effect on the date of Employee's termination from
               employment during the period of consulting, under the same terms
               and conditions and at the same net cost to Employee as when
               employed by Employer unless Employee accepts new employment
               during the consulting term in accordance with paragraph 7 above,
               in which event all benefits will cease, at Employer's option,
               when the new employment is accepted by Employee.

8.   Confidential Information.   In the course of Employee's employment,
     -------------------------                                          
Employee will be provided with certain information, technical data and know-how
regarding the business of Employer and its Affiliates and their products, all of
which is confidential (hereinafter referred to as "Confidential Information").
Employee agrees to receive, hold and treat all confidential information received
from Employer and its Affiliates as confidential and secret and agrees to
protect the secrecy of said Confidential Information.  Employee agrees that the
Confidential Information will be disclosed only to those persons who are
required to have such knowledge in connection with their work for Employer and
that such Confidential Information will not be disclosed to others without the
prior written consent of the Employer.  The provisions hereof shall not be
applicable to:  (a) information which at the time of disclosure to Employee is a
matter of public knowledge; or (b) information which, after disclosure to
Employee, becomes public knowledge other than through a breach of this
Agreement.  Unless the Confidential Information shall be of the type herein
before set forth, Employee shall not use such Confidential Information for his
own benefit or for a third party's or parties' benefit at any time.  Upon
termination of employment, Employee will return all books, records and other
materials provided to or acquired by Employee during the course of employment
which relate in any way to Employer or its business.  The obligations imposed
upon Employee by this paragraph shall survive the expiration or termination of
this Agreement.

     9.   Covenant Not to Compete.   Notwithstanding any other provision of this
          ------------------------                                              
Agreement to the contrary, Employee covenants and agrees that for the period of
one (1)  year following termination of his employment with Employer for any
reason he will not:

     a)   directly or indirectly, for himself, or as agent of, or on behalf of,
          or in connection with, any person, firm, association or corporation,
          engage in any business competing directly for the customers,
          prospective customers or accounts of the Employer or any of its
          Affiliates with whom Employee had contact or about whom Employee
          learned during the course of his employment with Employer and during
          the one (1) year immediately preceding the end of his employment.

     b)   induce or attempt to induce any person employed by Employer or any of
          its Affiliates, in any capacity, at the time of the termination of
          Employee's

                                       5

<PAGE>
 
          service with Employer, to leave his employment, agency directorship or
          office with Employer or the Affiliate.

     c)   induce or attempt to induce any customer of Employer or any of its
          Affiliates to terminate or change in any way its business relationship
          with Employer or the Affiliate.

     Employee agrees the knowledge and information gained by him in the
performance of his duties would be valuable to those who are now, or might
become, competitors of the Employer or its Affiliates and that the business of
Employer and its Affiliates by its nature, covers at least the entire United
States of America and Canada.  In the event these covenants not to compete are
held, in any respect, to be an unreasonable restriction upon the Employee, the
Court so holding may reduce the territory, or time, to which it pertains or
otherwise reasonably modify the covenant to the extent necessary to render this
covenant enforceable by said Court for the reasonable protection of Employer and
its Affiliates.  The obligations imposed upon Employee by this paragraph are
severable from, and shall survive the expiration or termination of, this
Agreement.

     10.  Developments.
          -------------

     a)   Employee will make full and prompt disclosure to Employer of all
          inventions, improvements, discoveries, methods, developments, software
          and works of authorship, whether patentable or not, which are created,
          made, conceived, reduced to practice by Employee or under his
          direction or jointly with others during his employment by Employer,
          whether or not during normal working hours or on the premises of
          Employer which relate to the business of Employer as conducted from
          time to time (all of which are collectively referred to in this
          Agreement as "Developments").

     b)   Employee agrees to assign, and does hereby assign, to Employer (or any
          person or entity designated by Employer) all of his right, title and
          interest in and to all Developments and all related patents, patent
          applications, copyrights and copyright applications.

     c)   Employee agrees to cooperate fully with Employer, both during and
          after his employment with Employer, with respect to the procurement,
          maintenance and enforcement of copyrights and patents (both in the
          United States and foreign countries) relating to Developments.
          Employee shall sign all papers, including, without limitation,
          copyright applications, patent applications, declarations, oaths,
          formal assignments, assignment or priority rights, and powers of
          attorney, which Employer may deem necessary or desirable in order to
          protect its rights and interest in any Developments.

     11.  Injunction and Other Relief.  Both parties hereto recognize that the
          ---------------------------                                         
services to be rendered under this Agreement by Employee are special, unique and
of extraordinary

                                       6

<PAGE>
 
character, and that in the event of the breach of Employee of the terms and
conditions of this Agreement to be performed by him, or in the event Employee
performs services for any person, firm or corporation engaged in the competing
line of business with Employer as provided in Paragraph 9, or if Employee shall
breach the provisions of this Agreement with respect to Confidential Information
or consulting services, then Employer shall be entitled, if it so elects, in
addition to all other remedies available to it under this Agreement or at law or
in equity to affirmative injunctive relief.

     12.  Severability.   In the event that any of the provisions of this
          -------------                                                  
Agreement shall be held invalid or unenforceable by any court of competent
jurisdiction, such invalidity or unenforceability shall not affect the remainder
of this Agreement and same shall be construed as if such invalid or
unenforceable provisions had never been a part hereof.  In the event any court
would invalidate or fail to enforce any provision of Paragraph 7 and or
Paragraph 9 of this Agreement, Employee shall return any sums paid to Employee
by Employer pursuant to the consulting provision in paragraph 7 hereof.

     13.  Governing Law.   This Agreement shall be governed by the laws of the
          ----------------                                                    
State of Nebraska.

     14.  Entire Agreement.   This Agreement constitutes the entire agreement
          -----------------                                                  
between the parties respecting the employment of Employee by Employer and
supersedes all prior understandings, arrangements and agreements, whether oral
or written, including without limitation, any existing employment agreement, and
may not be amended except by a writing signed by the parties hereto.

     15.  Notice.   Notices to Employer under this Agreement shall be in writing
          -------                                                               
and sent by registered mail, return receipt requested, at the following address:

          President  & COO - West Telemarketing Corporation Outbound
          9910 Maple Street
          Omaha, Nebraska 68134

     16.  Miscellaneous.   Employee acknowledges that:
          --------------                              

     a)   He has consulted with or had an opportunity to consult with an
          attorney of Employee's choosing regarding this Agreement.

     b)   He will receive substantial and adequate consideration for his
          obligations under this Agreement.

                                       7

<PAGE>
 
     c)   He believes the obligations, terms and conditions hereof are
          reasonable and necessary for the protectable interests of Employer and
          are enforceable.

     d)   This Agreement contains restrictions on his post-employment
          activities.

     IN WITNESS WHEREOF, Employer has, by its appropriate officers, executed
this Agreement and Employee has executed this Agreement as of the day and year
first above written.


                         WEST TELEMARKETING  CORPORATION
                         OUTBOUND, Employer

                         By:   /s/ Troy L. Eaden
                               --------------------
                         Its:  Chief Executive Officer



                              /s/ Wayne Harper
                              -------------------
                              Wayne Harper, Employee

                                       8

<PAGE>
 
                               WEST TELEMARKETING

                              M E M O R A N D U M

To:      Wayne Harper

From:    John Erwin

Date:    December 29, 1995

Subject: Compensation Plan - EXHIBIT A

- ------------------------------------------------------------------------------
Wayne, below is an outline of your Compensation Plan while you are employed as
Vice President of Sales, West Telemarketing Corporation Outbound.

1)   You will be paid an annualized base salary of $80,000 for the 1996 calendar
     year or fraction thereof in the event of termination.

2)   In addition to your base salary, you will be eligible to receive commission
     on the growth of all call-related revenue. Your commission will be
     calculated by multiplying revenue growth by the appropriate factor as
     outlined in the table below.


<TABLE> 
<CAPTION>      
            REVENUE GROWTH               INCENTIVE FACTOR
            ---------------              ----------------
                 <S>                          <C>                     
                 0 - 21%                       .6%
     
                 21.01 - 26%                   .8%
 
                 26.01+                       1.0% 

</TABLE>


As an example, if 1996's January's call-related revenue grew by 27.5% and
resulted in a revenue increase of $21.6 million, you would have earned a
commission of $216,000.  Your commission will be calculated monthly and will be
paid the first paycheck after the 15th of each month.  Each month's positive
call-related revenue increase is commissionable.  Any comparison that results in
a negative number will generate a "loss-carry forward" that will be applied
toward future commissions.

                                       9

<PAGE>
 
                             Additional Information
                             ----------------------

1)   Agreement assumes there will be capacity constraints in one form or
another at various times.   The agreement is front-loaded because the capacity
issues are potentially greater in the first two years of the agreement.

2)   The intention is that the same percentages of growth be used throughout the
next five years.

3)   The agreement also moves all accounts under your agreement. This will
continue to mean all billable hour related revenue. Other revenue streams
currently not included will stay unincluded.

Wayne, this agreement fundamentally changes the emphasis for your efforts from
only focusing on new revenue to a focus on all revenue.  We will review your
                 ---                       ---                              
Compensation Plan on an annual basis.  I am very excited about the opportunities
for you and I to have the same objectives.

                                       10



<PAGE>
 
                          STOCK REDEMPTION AGREEMENT

     THIS AGREEMENT dated April 9, 1996, is between JOHN W. ERWIN
("Stockholder"), stockholder in West Telemarketing Insurance Agency, Inc. ("The
Corporation"), GARY and MARY WEST or either of them ("Wests") and TROY EADEN
("Eaden").  The Parties to this Agreement want to provide for continuity and
harmony in the management and policies of The Corporation by:

          (a)  Restricting the involuntary transfer of Stock;

          (b)  Restricting the voluntary transfer of Stock;

          (c)  Providing for the purchase of a deceased, disabled or terminated
               Stockholder's stock;

          (d)  Providing for the purchase of Stockholder's Stock at the Wests'
               and Eaden's option.

     NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL UNDERTAKINGS BY THE PARTIES
HERETO, IT IS AGREED AS FOLLOWS:

     1.  Definitions.

      The following terms used in this Agreement shall be defined as follows
unless the context clearly indicates some other definition:

          (a)  The "Seller" shall be (1) the selling Stockholder, or (2) his
               personal representative, guardian, conservator or trustee.

          (b)  The "Closing Date" shall be a time determined by the Wests.

          (c)  The "Stock" includes all of the rights, title and interest which
               a Stockholder has in the capital Stock and in options to acquire
               capital Stock of the Corporation.


     2.  Restrictions on Transfer of Stock.

          (a)  Restriction on Voluntary Transfer.
               --------------------------------- 

      Stockholder shall not, during his lifetime, assign, sell, encumber,
dispose of or transfer all or any portion of his Stock of The Corporation
without first offering to sell his Stock to the Wests and Eaden at the price and
terms provided for in this Agreement. Any Stock not purchased by the Wests
and/or Eaden within ninety (90) days after receipt of the written offer and a
statement of intention to transfer including the name and address of the
prospective purchaser or donee and the terms of such transfer accompanied by a
copy of any written offer, contract or agreement, may be encumbered or
transferred to the designated purchaser or donee for sixty (60) days, after
expiration of the ninety (90) day period, but shall not thereafter be encumbered
or transferred without again complying with the provisions of this section.

<PAGE>
 
          (b)  Restriction on Involuntary Transfer.
               ----------------------------------- 

     If any portion of the Stock held by Stockholder should be sold to satisfy
his debt, the Wests and Eaden shall have the right for ninety (90) days after
being notified of the sale and sales price to purchase that Stock at the price
and terms provided for in this Agreement.  Any purchaser at any such involuntary
sale shall take such Stock subject to all the terms and conditions of this
Agreement.

          (c)  Agreement for Redemption Upon Death, Disability or Termination.
               -------------------------------------------------------------- 

               (1)  On the death or termination of a Stockholder's employment by
     The Corporation, the Wests and Eaden shall have the irrevocable option to
     purchase the Stockholder's Stock at the price and terms provided for in
     this Agreement. In the event of the exercise of such option, the
     Stockholder shall be obligated to sell to the Wests and Eaden, all of the
     Stock owned by him. Within sixty (60) days after the date of the
     Stockholder's death or termination of employment, directorship and office
     with The Corporation the Wests and Eaden may exercise their option to
     purchase the Stockholder's Stock by written notice to the personal
     representative of the Stockholder's estate or, if applicable, his trustee.

               (2)  At such time as Stockholder is determined to be permanently
     disabled, he or another Seller, as the case may be, shall sell his Stock to
     the Wests and Eaden at the price and terms provided for in this Agreement;
     and the Wests and Eaden shall purchase the disabled Stockholder's Stock at
     the same price and terms.  A Stockholder shall be determined to be
     permanently disabled at such time as a physician appointed by the Wests
     determines in his/her best judgment that the Stockholder, by reason of
     illness or physical disability, is no longer able to carry out his
     responsibilities as an employee, director or officer of The Corporation
     similar to that in which he has been employed in the past, and there is no
     reasonable likelihood that the Stockholder will recover from this
     disability within a reasonable period of time.

          (d)  Wests Options to Purchase At Any Time.
               ------------------------------------- 

     The Wests shall have an irrevocable option to purchase the Stock of the
Stockholder in The Corporation at any time they desire.  This option shall be
exercised by the Wests upon written notice to the Stockholder and shall be
effective upon receipt of notice.

     3. Purchase Price.

     The Wests shall have the option to purchase eighty-five percent (85%) of
the shares of the Seller's Stock for the aggregate purchase price of One Dollar
($1.00).  Eaden shall have the option to purchase fifteen percent (15%) of the
shares of the Seller's Stock for the aggregate purchase price of One Dollar
($1.00).

                                      -2-

<PAGE>
 
  4. Additional Stock Included.

  This Agreement shall pertain to and cover any and all shares of Stock of The
Corporation which may hereafter be held by stockholder.

  5. Endorsement on Certificate.

  Each certificate representing the stock of The Corporation shall have
imprinted thereon a legend in substantially the following form:

          The capital stock of West Telemarketing Insurance Agency, Inc.
          Represented by this certificate is subject to and governed by the
          terms and conditions of that certain Stock Redemption Agreement dated
          April 9, 1996, a copy of which is on file at the office of the
          corporation.  No transfers of this stock shall be made except in
          compliance with this Agreement.

  6. Agreement Controls Transfer of Shares.

  None of the Stock shall be transferred upon the books of The Corporation
nor shall any sale or transfer or other disposition be effective, unless and
until all of the terms and conditions of this Agreement are first complied with,
and in case of violation of this Agreement by the attempted transfer of the
Stock without compliance with the terms hereof, the person or persons for whose
benefit these options are provided shall have the right to compel the holder or
transferee to execute all documents necessary to maintain that status in a
timely manner.

  7. Notices.

  Except as otherwise provided, all notices, offers, acceptances, requests
and other communications hereunder shall be in writing and shall be deemed to
have been duly given when delivered in person or when deposited in the mail by
certified or registered mail to each Stockholder, at his address set forth in
the records of the Corporation, to the Wests and Eaden at 9910 Maple Street,
Omaha, Nebraska or to such other address as any party shall designate to the
other parties in writing.

  8. Governing Law.

  The terms and conditions of this Agreement shall be governed and construed
in accordance with the internal laws of the State of Nebraska applicable to
contracts made and performed in Nebraska.

  9. Modification.

  No change or modification of this Agreement shall be valid unless same
shall be in writing and signed by all the parties hereto.

                                      -3-

<PAGE>
 
     10. Additional Documents.

     Any part hereto shall deliver to any other party upon request any documents
reasonably needed to effect the intent and purposes of this Agreement.

     11. Counterparts.

     This Agreement may be executed in one or more counterparts, each of which
shall be deemed to be an original, but all of which shall constitute one
Agreement.

     IN WITNESS WHEREOF, the parties hereunto have executed this Agreement on
the date first above written.

                              /s/ John W. Erwin
                              -----------------------------------------------
                              JOHN W. ERWIN, Stockholder

                              /s/ Gary West
                              -----------------------------------------------
                              GARY WEST

                              /s/ Mary West
                              -----------------------------------------------
                              MARY WEST

                              /s/ Troy Eaden
                              -----------------------------------------------
                              TROY EADEN

                                      -4-



<PAGE>
 
                            BUSINESS PROPERTY LEASE

      APPROVED BY BUILDING OWNERS AND MANAGERS ASSOCIATION OF OMAHA, INC.

          This Lease, Made and executed in Omaha, NE by and between The LESSOR
99-Maple Partnership and the LESSEE West Telemarketing Corporation.

Witnesseth:  That the Lessor does hereby demise and lease unto the Lessee, the
following described property, situated in Omaha, Douglas County, Nebraska, to-
wit:

                            DESCRIPTION OF PROPERTY

          A parcel of land more particularly described on the survey attached
hereto and by this reference made a part hereof.

                                TERM AND PURPOSE

     1.  The Lessee agrees to use and occupy the premises for offices and
operating space for telemarketing facility, and no other purpose, for a term of
_____________________ years, said lease term beginning on September 1, 1994 and
ending on August 31, 2004, unless sooner terminated as hereinafter provided.

                                     RENTAL

     2.  In consideration of the foregoing demise, the Lessee hereby covenants
to perform the agreements hereby imposed, and to pay the Lessor as rental for
said premises the sum of:

     Eight Million Three Hundred Ninety Thousand One Hundred and No/100ths
Dollars ($8,390,100.00), payable as follows:

     For the period from September 1, 1994 to August 31, 1995
       $53,040.00 per month
     For the period from September
 1, 1995 to August 31, 1996
       $56,225.00 per month
     For the period from September 1, 1996 to August 31, 1997
       $59,600.00 per month
     For the period from September 1, 1997 to August 31, 1998
       $63,175.00 per month
     For the period from September 1, 1998 to August 31, 1999
       $66,965.00 per month
     For the period from September 1, 1999 to August 31, 2000
       $71,000.00 per month
     For the period from September 1, 2000 to August 31, 2001
       $75,200.00 per month
     For the period from September 1, 2001 to August 31, 2002
       $79,775.00 per month
     For the period from September 1, 2002 to August 31, 2003
       $84,560.00 per month
     For the period from September 1, 2003 to August 31, 2004
       $89,635.00 per month

     Lessee further agrees to pay any and all sewer use fees which may be
assessed against the demised premises whether based on a minimum fee, a
percentage charge, or whatever basis said fee shall be levied.  In addition to
the usual monthly charge for water, the Lessee further agrees to pay any and all
additional charges 

<PAGE>
 
which the Metropolitan Utilities District may make against the demised premises
for the use by the Lessee of water for air conditioning purposes.

                             CONDITION OF PREMISES

     5.  Lessee has examined said premises prior to his acceptance and the
execution hereof and is satisfied with the physical condition thereof, including
all equipment and appurtenances, and his taking possession thereof shall be
conclusive evidence of his receipt thereof in satisfactory order and repair,
except as otherwise specified herein, and Lessee agrees and admits that no
representation as to the condition or repair hereof has been made by the Lessor
or his agent which is not herein expressed or endorsed hereon; and likewise
agrees and admits that no agreement or promise to decorate, alter, repair, or
improve said premises including all equipment and appurtenances, either before
or after the execution hereof, not contained herein, has been made by Lessor or
his agent.

                                    REPAIRS

     6.  In consideration of the foregoing demise and the rate of rental herein
stipulated, the Lessee agrees during the term of this lease, at his own expense,
to keep in good and substantial order and repair and to make all necessary
repairs, renewals, replacements and decorations upon or in connection with said
premises, including all windows and doors and glass, wherever located, and all
plumbing, heating equipment, boilers, elevators, pipes, wiring, and gas, steam
and electrical fixtures, connections and fittings and all other equipment,
fixtures and appurtenances, and excepting only the exterior of the premises
(exterior of the premises shall not include windows, doors or any glass).
However, it is not the intention of the parties hereto that the foregoing
repairs, renewals, replacements, and/or decorations shall be made by the Lessee
when such repairs, renewals, replacements and/or decorations are occasioned by
fire, windstorm or other unavoidable casualty, except that the Lessee shall make
all glass replacements made necessary from any cause other than fire, windstorm
and structural deficiency of the building.

                 ASSIGNING, SUBLETTING, INSURANCE, ALTERATIONS,
                           AIR CONDITIONING, COOLING

     7.  It is provided that the Lessee shall not assign this lease nor let or
sublet said premises or any part thereof nor use the same nor permit the same to
be used for any purpose other than as above described, nor keep or store in or
about the premises anything which will increase the rate of insurance on the
building, nor permit any change in occupancy or transfer of this lease by
operation of law, or otherwise, nor make any alterations or additions or
improvements, including air conditioning and cooling systems in said premises,
nor place, affix or display in any manner to, upon or in connection with said
premises, any "for rent," display or advertising sign or device without the
written consent of the Lessor first obtained, and Lessee will not invalidate any
policies of insurance now or hereafter made on said building, and Lessee will
pay all extra insurance premiums on said building, if any, required on account
of extra risk caused by the Lessee's use of the demised premises, and it is
further provided that all additions, fixtures or improvements which may be made
by the Lessee to said premises, except movable office furniture and trade
fixtures, shall be made only after the Lessor has given written consent and
shall become the property of the Lessor, and shall remain and be surrendered in
good condition with the premises as a part thereof at the termination of this
lease, by lapse of time or otherwise.

     It is understood and agreed, however, that Lessee shall maintain an
insurable interest in said additions, fixtures and improvements during the term
of this lease and that in the event of any casualty loss to said additions,
fixtures and improvements the Lessee shall be entitled to the proceeds from any
insurance the Lessee may have carried on the same.

     Lessee agrees, upon the termination hereof, to remove all Lessee's property
except such as according to the conditions of this lease is to remain as part of
the premises.

                                      -2-

<PAGE>
 
               COMPLIANCE WITH LAWS--KEEP PREMISES SAFE AND CLEAN

     8.  The Lessee shall keep said premises and operate his business therein in
a manner which shall be in compliance with all laws, rules and regulations,
orders and ordinances of the city, county, state and federal government and any
department of either, and will not suffer or permit the premises to be used for
any unlawful purpose, and he will protect the Lessor and save him and the said
premises harmless from any and all fines and penalties that may result from or
be due to any infractions of, or non-compliance with, the said laws, rules,
regulations, orders and ordinances.  Lessee agrees to keep the said premises and
all sidewalks and approaches thereto in a safe condition and free and clear of
ice and snow and all other matter which may be dangerous to the public and free
of all obstructions.

     Lessee will hold Lessor exempt and harmless for and on account of any
damages or injury to any person, or to the goods, wares and merchandise of any
person, arising from the use of the premises by Lessee, or arising from the
failure of Lessee to keep the premises in good condition as herein provided.

                        DAMAGE BY FIRE OR OTHER CASUALTY
                             TERMINATION PRIVILEGES

     9.  It is provided that in case the said premises, or any part thereof,
shall at any time be destroyed or damaged by fire or other unavoidable casualty,
so that the same shall be unfit for occupation or use, then the rent hereby
reserved, or a fair and just proportion thereof, according to the nature and
extent of the damage sustained in loss of occupation of the premises, shall be
suspended, cease to be payable and so continue until said premises shall be
rebuilt or made fit for occupation and use, or if such damage to the said
demised premises or to the building in which the demised premises are situated,
is to the extent of 50% or more, then this lease may be terminated at the
election of the Lessor, notice of which election, if exercised, shall be given
in writing within 25 days from date of casualty, provided also that in case the
building containing said premises is totally destroyed or work to put the
premises in tenantable condition is not commenced within one month from the time
of said damage and continued thereafter, with reasonable diligence, then this
lease may be terminated at the election of the Lessee, notice of which election,
if exercised, must be given in writing within 35 days from date of casualty.
Each party hereto hereby waives all claims for recovery from the other party for
any loss or damage to any of its property insured under valid and collectible
insurance policies to the extent of any recovery collectible under such
insurance, subject to the limitations that this waiver shall apply only when
permitted by the applicable policy of insurance.

                      PERSONAL PROPERTY AT RISK OF LESSEE

     10.  All personal property in the leased premises shall be at the risk of
the Lessee only and the Lessor shall not be or become liable for any damage to
said personal property, so said premises or to said Lessee or to any other
persons or property caused by water leakage, steam, sewerage, gas or odors or
for any damage whatsoever done or occasioned by or from any boiler, plumbing,
gas, water, steam or other pipes or any fixtures, equipment or appurtenances
whatsoever, or for any damage occasioned by water, snow or ice, being upon or
coming through the roof, sky-light, trap door, or otherwise, or for any damage
arising from any act or neglect of other tenants, occupants, or employees of the
building in which the leased premises are situated or arising by reason of the
use of, or any defect in, the said building or any of the fixtures, equipment or
appurtenances therein, or by the act or neglect of any other person or caused in
any other manner whatsoever.

            RIGHT OF LESSOR TO ENTER FOR REPAIRS, ALTERATIONS, ETC.

     11.  The Lessor, his agents or representatives, shall have the right to
enter said premises at all reasonable times, to examine or exhibit the same, or
to make such repairs, additions or alterations as Lessor may see fit to make for
the safety, improvement or preservation thereof, or of the building of which the
leased premises are a part or for any other reasonable purpose.  The Lessor may
display "for rent" signs on or about the said premises and in the windows
thereof for sixty days prior to the termination of this lease.

                                      -3-

<PAGE>
 
                           DEFAULT, BANKRUPTCY, ETC.

     12.  Should default be made by the Lessee in the payment of the rental
herein reserved, or any part thereof, when and as herein provided, or should
Lessee make default in the performing, fulfilling, keeping or observing of any
of the Lessee's other covenants, conditions, provisions or agreements herein
contained, or should a petition in bankruptcy be filed by the Lessee or should
the Lessee be adjudged bankrupt or insolvent by any court or should a trustee or
receiver in bankruptcy or a receiver of any property of the Lessee be appointed
in any suit or proceeding by or against the Lessee or should the demised
premises become vacant or abandoned or should this lease by operation of law
pass to any person other than the Lessee, or should the leasehold interest be
levied or under execution, then and in any of such events the Lessor may, if the
Lessor so desires, without demand of any kind or notice to the Lessee, or any
other person at once declare this lease terminated, and the Lessor may re-enter
said premises without any formal notice or demand and hold and enjoy the same
thenceforth as if these presents had not been made, without prejudice, however,
to any right of action or remedy of the Lessor in respect to any breach by the
Lessee of any of the covenants herein contained.  In case Lessor does not elect
to take advantage of the right to terminate this lease conferred by the
foregoing provision of this paragraph, the Lessor shall nevertheless have and
Lessor is hereby expressly given the right to re-enter the said premises, with
or without legal process, should any of the events hereinbefore specified take
place or occur, and to remove the Lessee's signs, and all property and effects
of the Lessee or other occupants of said premises, and if the Lessor so desires,
to relet the said premises or any part thereof upon such terms, and to such
person or persons and for such period or periods as may seem fit to the Lessor,
and in case of such reletting, the Lessee shall be liable to the Lessor for the
difference between the rents and payments herein reserved and agreed upon for
the residue of the entire stipulated term of this lease and the net rent for
such residue of the term realized by the Lessor by such reletting, such net rent
to be determined by deducting from the entire rent received by Lessor from such
reletting the expenses of recovering possession, reletting, altering and
repairing said premises and collecting rent therefrom; and the Lessee hereby
agrees to pay such deficiency each month as the same may accrue, the Lessee to
pay to the Lessor within five (5) days after the expiration of each month during
such residue of the term, the difference between the rent and payments for said
month as fixed by this lease and the net amount realized by the Lessor from the
premises during said month.

                         VACATION OF PREMISES BY LESSEE
                           LIEN ON PERSONAL PROPERTY

     13.  If the Lessee shall not promptly remove all his property from said
premises whenever the Lessor shall become entitled to the possession of said
premises as herein agreed, the Lessor may, without notice, remove the same, or
any of the same, in any manner that the Lessor may choose, and the Lessee will
pay the Lessor, on demand, any and all expenses incurred in such removal, and
also storage on said effects for any length of time during which the same shall
be in the Lessor's possession or control, or if the Lessee shall at any time
vacate or abandon said premises, and leave any goods or chattels in, upon or
about the premises, for a period of ten days after such vacation or abandonment,
or after the termination of this lease in any manner whatsoever, then the Lessor
shall have the right to sell all or any part of said goods and chattels, at
public or private sale, without giving any notice to the Lessee, or any notice
of sale, all notices required by statute or otherwise being hereby expressly
waived, and to apply the proceeds of such sale, first to the payment of all
costs and expenses of conducting the sale or caring for or storing the goods and
chattels; and, second, to apply the balance, if any, to any indebtedness due
from the Lessee to the Lessor; and third, to deliver any additional surplus, on
demand in writing, to the Lessee.  It is further agreed that all the goods,
chattels, fixtures and other personal property belonging to said Lessee, which
are, or may be put into the said leased premises during said term, whether
exempt or not from sale under execution and attachment under the laws of the
State of Nebraska, shall at all times be bound with a first lien in favor of
said Lessor, and shall be chargeable for all rent hereunder and the fulfillment
of the other covenants and agreements herein contained, which said lien may be
enforced in like manner as a chattel mortgage, or in any other manner afforded
by law.

                                      -4-

<PAGE>
 
                        CONTINUED OCCUPANCY OF PREMISES

     14.  Lessee covenants to, and it is the essence of this lease that the
Lessee shall, continuously and uninterruptedly during the term of this lease,
occupy and use the premises for the purpose hereinabove specified, except while
premises are untenantable by reason of fire or other unavoidable casualty, and
in this connection it is agreed that in case of breach of this covenant the
Lessee shall, in addition to the rental hereinabove provided for, pay to the
Lessor monthly a sum equal to 25% of the monthly rental stipulated herein, for
each and every month during which the premises are not so continuously and
uninterruptedly used and occupied, as liquidated damages for the Lessee's breach
of covenant, it being recognized by the parties that the exact amount of damages
to the Lessor on account of such breach cannot be accurately ascertained.  This
provision shall, however, in no wise abridge or affect any other right or remedy
which the Lessor may have on account of or in connection with the Lessee's
breach of this covenant.

     Provided also, and this lease is upon these express conditions, that the
Lessor and the Lessor's successor or assigns shall have the right to terminate
this lease absolutely at the end of the calendar month by first giving to the
Lessee, or the Lessee's assigns, or by leaving at said demised premises,
addressed to the Lessee, at least six months before the date of such
termination, a written notice of the Lessor's intention to remodel, remove or
demolish the said building, or to sell, or make a ground lease of the land
thereunder, the rate of rent herein stipulated being the consideration for this
agreement.

                                    HOLDOVER

     15.  The Lessee agrees at the termination of this lease, by lapse of time
or otherwise, to forthwith leave, surrender and yield up the demised premises in
good and substantial order and repair.  It is understood and agreed that this
lease shall not extend beyond the term herein granted, and a holding over or
continuance in the occupancy of the demised premises shall not work an extension
of the said lease, but in any and all such cases, the Lessee shall be a
trespasser or a tenant at will at the option of the Lessor, subject to removal
by the said Lessor by summary process and proceedings, it being provided further
that an acceptances of rent by the Lessor during such holding over period shall
operate to create a tenancy from month to month only, terminable upon thirty
days' notice, and in that case all provisions of this lease not consistent with
a tenancy from month to month shall remain in force.

                      ACCEPTANCE OF RENT AFTER PROCEEDINGS

     16.  It is agreed that after the service of notice of the commencement of
suit, or after final judgment for possession of the premises, the Lessor may
receive and collect any rent due without prejudice to, nor waiver of or effect
upon the said notice, suit, or judgment.

                             CHARGES ADDED TO RENT

     17.  In the event of the failure of the Lessee to perform any of the
covenants, agreements or conditions herein contained, the Lessor shall have the
right but shall not be obligated to pay any sum of money or incur any expense
which should have been paid or incurred by the Lessee in the performance of any
such covenant, agreement or condition.  The Lessee covenants that in case the
Lessor, by reason of the failure of the Lessee to perform any of the covenants,
agreements, or conditions herein contained, shall be compelled to pay or shall
pay any sum of money, or shall be compelled to do or shall do any act which
requires the payment of money, then the sum or sums so paid or required to be
paid, together with interest, costs and damages, shall be added to the
installment of rent, next becoming due and shall be collectible as additional
rent in the same manner and with the same remedies as if it had been originally
reserved, any sum so paid by Lessor to bear interest at the rate of 6% per annum
from date of payment by Lessor to date of repayment by Lessee.

                                      -5-

<PAGE>
 
                                  WAIVER--NONE

     18.  The failure of the Lessor to insist upon a strict performance of any
of the covenants or conditions of this lease or to exercise any right or option
herein conferred in any one or more instances, shall not be construed as a
waiver or a relinquishment for the future of any such covenants, conditions,
rights or options, but the same shall remain in full force and effect; and the
doing by the Lessor of any act or thing which Lessor is not obligated to do
hereunder shall  not be deemed to impose any obligation upon the Lessor to do
any such act or thing in the future or in any way change or alter any of the
provisions of this lease.

                         SURRENDER VALID UNLESS WRITTEN

     19.  No surrender of the premises for the remainder of the term herein
shall be binding upon the Lessor unless accepted by the Lessor in writing.
Without limiting the scope or effect of the last preceding sentence, it is
agreed that the receipt or acceptance of the keys of the premises by the Lessor
shall not constitute an acceptance of a surrender of said premises.

         LESSOR'S RIGHT CUMULATIVE--NO CHANGE HEREOF EXCEPT IN WRITING

     20.  All rights and remedies of the Lessor under or in connection with this
lease shall be cumulative and none shall be exclusive of any other rights or
remedies allowed by law.  No agreements shall be held as changing or in any
manner modifying, adding to or detracting from any of the terms or conditions of
this lease, unless such agreement shall be in writing, executed by both parties
hereto.

                                 EMINENT DOMAIN

     21.  If the whole or any part of the premises hereby leased shall be taken
by any public authority under the power of eminent domain, then the term of this
lease shall cease on the part so taken from the day the possession of that part
shall be required for any purpose, and the rent shall be paid up to that day,
and if such portion of the demised premises is so taken as to destroy the
usefulness of the premises for the purpose for which the premises were leased,
then, from that day the Lessee shall have the right either to terminate the
lease and declare the same null and void or to continue in the possession of the
remainder of the same under the terms herein provided, except that the minimum
rent shall be reduced in proportion to the amount of the premises taken.  All
damages awarded for such taking shall belong to and be the property of the
Lessor, including such damages as shall be awarded as compensation for
diminution in value to the leasehold, provided, however, that the Lessor shall
not be entitled to any portion of the award made to the Lessee.

                             EXPLANATORY PROVISION

     22.  The words "Lessor" and "Lessee" shall be taken to include and be
binding upon the parties hereto and their respective heirs, executors,
administrators, successors and assigns and shall be taken in the plural sense,
whenever the context requires, and all pronouns used herein and referring to
said parties shall be construed accordingly, regardless of the number or gender
thereof.

     Headings of the various paragraphs herein are inserted merely as a matter
of convenience and for reference and shall not be considered as in any manner
defining, limiting or describing the scope or intent of the particular
paragraphs to which they refer or as affecting the meaning or construction of
the language in the body of such paragraphs.

     23.  Tripe Net Lease:  Lessee shall pay all taxes, insurance and other
maintenance required by the mortgage in favor of The Ohio National Life
Insurance Company, which mortgage is by this reference made a part hereof.

     24.  Lessee hereby accepts the premises as satisfactory to all requirements
of Lessee and agrees that it is absolutely obligated to pay the rent set forth
in paragraph 2 hereof.

                                      -6-

<PAGE>
 
     25.  If Lessor does not now have possession of the premises, it is hereby
covenanted and agreed that if the demised premises above described shall not be
available for occupancy at the date named in said lease as the time when the
lease term is to commence, then said lease shall commence on the date when said
premises shall be available for occupancy, and a pro rata abatement of the
rental herein provided shall be made until said premises are available for
occupancy but the expiration of said lease shall remain the same; and the Lessor
shall not be liable for any loss or damage of any kind whatsoever that the
Lessee may sustain or claim to have sustained by reason of such delay.

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

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


     Until this lease is executed on behalf of all parties hereto, it shall be
construed as an offer of proposed Lessee to proposed Lessor.

Time being of the essence, this lease must be completed on behalf of all parties
on or before ____________________ to be effective.

     IN WITNESS WHEREOF, the parties hereto have executed this lease this ____
day of _________________, 19__.

WITNESS:

                                           99-Maple Partnership
- ------------------------                   -------------------------------
                                                                    Lessor
                                        By  /s/ Mary E. West
- ------------------------                   -------------------------------
                                                                    Lessor

                                            WEST TELEMARKETING CORPORATION
- ------------------------                   -------------------------------
                                                                    Lessee
                                        By  /s/ Gary West, President
- ------------------------                   -------------------------------
                                                                    Lessee

                                      -7-

<PAGE>
 
                                   GUARANTEE

     In consideration of the execution of the within lease by the Lessor at
_____________ request and on the faith of this guarantee, ______________________
hereby guarantee unto the Lessor and to the Lessor's assigns, the payment of the
rent and the performance of all the covenants of the Lessee under said lease,
and ______________ will pay all expenses, including attorney's fees incurred in
enforcing the obligations of the Lessee or incurred in enforcing this guarantee,
and _____________________ hereby waive notice of any default under said lease
and agree that __________________________ liability hereunder shall not be
released or affected by any extension of time for payment or by any forbearance
or by any waiver or consent by the obligee herein or by any modifications of the
said lease.

     WITNESS ______________ hand at the date of the within lease.
___________________________

In presence of: ______________________________________
___________________________

                           ASSIGNMENT AND ACCEPTANCE

     For value received, the Lessee hereby assigns all right, title and Interest
in and to the within lease, from and after __________________________, 19____
unto ___________________________________ his or its heirs and assigns, and in
consideration of the Lessor's consent to this assignment agrees to remain
primarily liable to the Lessor, jointly and severally with the assignee, for the
performance of all of the covenants on the part of the Lessee in said lease
mentioned.

     Dated this ____________________________ day of
______________________________, 19____.

                              ______________________________________________
                              ______________________________________________

     In consideration of the above assignment, and the written consent of the
Lessor hereto, the undersigned hereby assumes and agrees to make all payments
from and after ___________________________, 19____ and to perform all the
covenants and conditions of the within lease to be made and performed by the
Lessee, and to have the assigner harmless from all liability thereunder.

     Dated this ____________________________ day of
______________________________, 19____.

                              ______________________________________________
                              ______________________________________________

<PAGE>
 
                             CONSENT TO ASSIGNMENT

     Lessor hereby consents to the assignment of the within lease to
_________________________________ on the express conditions, however that the
assignor shall remain liable for the prompt payment of the rent and performance
of the covenants on the part of the Lessee as herein mentioned and that no
further assignment of said lease or subletting of the premises, or any part
hereof, shall be made without the written consent of the Lessor first had
thereto.

Dated this ___________________ day of __________________________________,
19_____.

                              ______________________________________________
                              ______________________________________________

<PAGE>
 
                          LAND SURVEYOR'S CERTIFICATE

I hereby certify that this plat, map, survey or report was made by me or under
my direct personal supervision and that I am a duly Registered Land Surveyor
under the laws of the State of Nebraska.

Legal Description:  That part of Lots A and B, Block 1, MAPLE VILLAGE, a
               subdivision as surveyed, platted, and recorded in Douglas County,
               Nebraska, described as follows:

               (See attached page for complete legal)

Plat to scale showing tract surveyed with all pertinent points.

LEGAL DESCRIPTION:
- ----------------- 

That part of Lots A and B, Block 1, MAPLE VILLAGE, a subdivision as surveyed,
platted and recorded in Douglas County, Nebraska, described as follows:
Beginning at the Point of Intersection of the South line of Wirt Street, as
dedicated, and the East line of Lot A, Block 1, MAPLE VILLAGE as surveyed,
platted, and recorded; thence North 90 degrees 00 minutes 00 seconds West
(Assumed Bearing) for 385.00 feet along the said South line of Wirt Street;
thence South 00 degrees 03 minutes 28 seconds West for 384.23 feet; thence South
89 degrees 46 minutes 19 seconds East for 59.89 feet; thence South 00 degrees 05
minutes 25 seconds West for 204.86 feet to the North line of Maple Street;
thence South 89 degrees 54 minutes 53 seconds East for 100.30 feet along said
North line of Maple Street; thence along a curve to the left (having a radius of
89.00 feet and a long chord bearing North 59 degrees 13 minutes 36 seconds East
for 91.46 feet) for an arc distance of 96.05 feet along the Westerly line of
Maplewood Boulevard; thence North 28 degrees 12 minutes 01 seconds East for
44.09 feet along said Westerly line of Maplewood Boulevard; thence along a curve
to the right (having a radius of 205.52 feet and a long chord bearing North 39
degrees 54 minutes 12 seconds East for 82.96 feet) for an arc distance of 83.53
feet along the said Westerly line of Maplewood Boulevard; thence along a curve
to the left (having a radius of 190.04 feet and a long chord bearing North 40
degrees 31 minutes 01seconds East for 72.66 feet) for an arc distance of 73.11
feet along the said Westerly line of Maplewood Boulevard; thence continuing
along said curve to the left (having a radius of 190.04 feet and a long chord
bearing North 14 degrees 39 minutes 59seconds East for 97.28 feet) for an arc
distance of 98.38 feet along the said Westerly line of Maplewood Boulevard;
thence North 04 degrees 21 minutes 20 seconds East for 9.09 feet along the said
Westerly line of Maplewood Boulevard; thence North 00 degrees 04 minutes 23
seconds East for 281.78 feet along the said Westerly line of Maplewood Boulevard
to the POINT OF BEGINNING.

Contains 4.40 Acres.

LAMP, RYNEARSON & ASSOCIATES, INC.

JOB NUMBER 86-1065

February 18, 1986



<PAGE>
 
                                                                
                                                             Exhibit 23.02     
   
INDEPENDENT AUDITORS' CONSENT     
   
We consent to the use in this Registration Statement #333-13991 of West
TeleServices Corporation on Form S-1 of our report on the consolidated
financial statements of West TeleServices Corporation and Subsidiaries dated
November 5, 1996, (November  , 1996 as to Note J) appearing in the Prospectus,
which is part of this Registration Statement, and of our report dated November
5, 1996 relating to the financial statement schedule appearing elsewhere in
this Registration Statement.     
   
We also consent to the reference to us under the headings "Experts" in such
Prospectus.     
   
DELOITTE & TOUCHE LLP     
   
Omaha, Nebraska     
   
November  , 1996     
 
                               ----------------
   
  The accompanying consolidated financial statements retroactively reflect the
formation of West TeleServices Corporation and its combination with five
interrelated predecessor businesses previously under common control and
management, which is to be effected prior to the effective date of this
Registration Statement. The above consent is in the form which will be signed
by Deloitte & Touche LLP upon consummation of such combination, which is
described in Note J of Notes to Consolidated Financial Statements, and
assuming that, from
 November 5, 1996 to the date of such combination, no other
events shall have occurred, other than those described in Note J of Notes to
Consolidated Financial Statements, that would affect the accompanying
consolidated financial statements and notes thereto.     
   
DELOITTE & TOUCHE LLP     
   
/s/ DELOITTE & TOUCHE LLP     
   
Omaha, Nebraska     
   
November 10, 1996     



<TABLE> <S> <C>


<PAGE>
<ARTICLE> 5
<LEGEND>
FINANCIAL DATA SCHEDULE AS OF AND FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996
(Columnar Dollars in Thousands Except Per Share Data)
</LEGEND>
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-START>                             JAN-01-1996
<PERIOD-END>                               SEP-30-1996
<CASH>                                          13,080
<SECURITIES>                                         0
<RECEIVABLES>                                   63,765
<ALLOWANCES>                                     1,670
<INVENTORY>                                          0
<CURRENT-ASSETS>                                77,560
<PP&E>                                         101,013
<DEPRECIATION>                                  38,304
<TOTAL-ASSETS>                                 142,368
<CURRENT-LIABILITIES>                           78,400
<BONDS>                                         18,171
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                          0
<COMMON>                                            50
<OTHER-SE>                                      45,747
<TOTAL-LIABILITY-AND-EQUITY>                   142,368
<SALES>                                              0
<TOTAL-REVENUES>                               235,188
<CGS>                                                0
<TOTAL-COSTS>                                  134,048
<OTHER-EXPENSES>                                61,973
<LOSS-PROVISION>                                 1,098
<INTEREST-EXPENSE>                               2,860
<INCOME-PRETAX>                                 35,980
<INCOME-TAX>                                    12,740
<INCOME-CONTINUING>                             23,240
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    23,240
<EPS-PRIMARY>                                      .39
<EPS-DILUTED>                                      .39
        

</TABLE>