**FIFTH
      AMENDMENT**


**TO**


**LOAN
      AND SECURITY AGREEMENT**












This
      Fifth Amendment to Loan and Security Agreement (this "Amendment") is dated
      as of
      September 25, 2006, by and between COMERICA BANK ("Bank") and PAC-WEST TELECOMM,
      INC., PAC-WEST TELECOM OF VIRGINIA, INC., PWT SERVICES, INC., and PWT OF NEW
      YORK, INC. (each a “Borrower” and collectively, “Borrowers”).




RECITALS




Borrowers
      and Bank are parties to that certain Loan and Security Agreement dated as of
      November 9, 2005, as amended from time to time, including by that certain First
      Amendment to Loan and Security Agreement dated as of November 30, 2005, that
      certain Second Amendment to Loan and Security Agreement dated as of February
      17,
      2006, that certain waiver letter dated as of May 11, 2006, that certain Third
      Amendment to Loan and Security Agreement dated as of May 30, 2006, and that
      certain Fourth Amendment to Loan and Security Agreement dated as of July 28,
      2006 (collectively, the "Agreement"). The parties desire to amend the Agreement
      in accordance with the terms of this Amendment.




NOW,
      THEREFORE, the parties agree as follows:




1.  Notwithstanding
      anything to the contrary in the Agreement, during the period commencing May
      1, September
      30 2006
      through and including November 30, 2006, Borrowers shall not be required to
      comply with Sections 6.7 (a), (b), (c) or (d) of the Agreement.




2.  The
      Agreement hereby is amended to add new Section 6.7(e), as follows:




“(e)  Cash
      to Bank Debt .
      At all
      times during the period commencing September 30, 2006 through and including
      November 30, 2006, Borrowers shall maintain an unrestricted cash balance on
      deposit with Bank of at least $2,500,000 greater than the outstanding
      Indebtedness owing to Bank during such period.




3.  Borrowers
      may request additional Credit Extensions from and after such time as Borrowers
      are in pro-forma compliance with Sections 6.7 (a), (b), (c), and (d) of the
      Agreement.




4.  Unless
      otherwise defined, all initially capitalized terms in this Amendment shall
      be as
      defined in the Agreement. The Agreement, as amended hereby, shall be and remain
      in full force and effect in accordance with its respective terms and hereby
      is
      ratified and confirmed in all respects. Except as expressly set forth herein,
      the execution, delivery, and performance of this Amendment shall not operate
      as
      a waiver of, or as an amendment of, any right, power, or remedy of Bank under
      the Agreement, as in effect prior to the date hereof.




5.  Borrowers
      represent and warrant that the Representations and Warranties contained in
      the
      Agreement are true and correct as of the date of this Amendment, and that no
      Event of Default has occurred and is continuing.




6.  As
      a
      condition to the effectiveness of this Amendment, Bank shall have received,
      in
      form and substance satisfactory to Bank, the following:




(a)  this
      Amendment, duly executed by Borrowers;




(b)  all
      reasonable Bank Expenses incurred through the date of this Amendment, which
      may
      be debited from any of Borrowers' accounts; and




(c)  such
      other documents, and completion of such other matters, as Bank may reasonably
      deem necessary or appropriate.




7.  This
      Amendment may be executed in two or more counterparts, each of which shall
      be
      deemed an original, but all of which together shall constitute one
      instrument.


































































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      of page intentionally left blank.]***












IN
      WITNESS WHEREOF, the undersigned have executed this Amendment as of the first
      date above written.




PAC-WEST
                TELECOMM, INC.By:
                /s/ Henry CarabelliTitle:
                CEOPAC-WEST
                TELECOM OF VIRGINIA, INC.By:
                /s/ Ravi BrarTitle:
                CEOPWT
                SERVICES, INC.By:
                /s/ Ravi BrarTitle:
                CEOPWT
                OF NEW YORK, INC.By:
                /s/ Ravi BrarTitle:
                CEOCOMERICA
                BANKBy:
                /s/ Sunita
                PatelTitle:
                Senior
                Vice President and Regional Managing
                Director



















[ ***Signature
      Page to Fifth Amendment to Loan & Security
      Agreement*** ]