Confidential
      Treatment Requested by Pac-West Telecomm, Inc.


**DIAL
      ACCESS SERVICES AGREEMENT**




This
      Dial
      Access Services Agreement (“Agreement”) is entered into as of January 31,
      2002 (“Effective Date”) by and between Pac-West Telecomm, Inc. (“Pac-West”), a
      California corporation, and Qwest Communications Corporation (“Qwest” or
“Customer”), a Delaware corporation.




WHEREAS,
      Pac-West is the single point of contact through which Customer may order
      services under this Agreement for itself and its affiliates from the Pac-West
      family of companies;




NOW,
      THEREFORE, in consideration of the foregoing and of the mutual covenants and
      agreements contained in this Agreement and other good and valuable
      consideration, the receipt and sufficiency of which are hereby acknowledged,
      Pac-West and Customer agree as follows:




**1.**  **Service
      Description**




(a)  General
      Service Overview




Pac-West
      is providing to Customer, Customer’s end users, and Customer’s clients and
      reseller’s end users (collectively, “Users”) a turn-key bundled service offering
      as described in this Section 1 (“Service”). The Customer-facing product is
      measured in units of modem ports (“Ports”) that are capable of terminating local
      or long distance end-user-originated modem or ISDN calls to effect connectivity
      to the Internet. The Ports are housed in network devices of various
      configurations and referred to as network access servers (“NAS”). The NASs and
      associated equipment shall be obtained and installed by Pac-West, at its sole
      cost and expense. Pac-West shall also purchase and manage at its own expense
      hardware maintenance contracts for the NASs and shall ensure that Customer
      is
      authorized pursuant to such contracts to submit and coordinate Returned
      Merchandise Authorizations (RMAs) and similar correspondence with the
      maintenance provider. The NASs are managed by Customer in all software regards
      upon Service acceptance, and shall be installed in telco-grade co-location
      facilities or Pac-West operated central offices (“Pac-West Equipment Sites”) at
      Pac-West’s discretion. Incoming User’s calls will be connected to the NAS from a
      Pac-West-owned and operated switch or functional equivalent (“Pac-West Switch”)
      using an ISDN primary rate interface (“PRI”) using NFAS technology on PRIs. The
      current operational configuration utilizes two D channels per 28 T-1s. If
      another solution is requested, it must be a mutually agreed upon alternative,
      and comparable telecommunication facility provided by Pac-West (“Ingress
      Circuits”). When more than one PRI is required to support the peak simultaneous
      User load from a given local calling area (“LCA”), Pac-West will provision any
      additional PRI’s ordered by Customer for the same LCA such that incoming User
      calls will be routed to the additional PRI’s associated with that LCA until
      saturation of the current PRI receiving calls (“Rotary”). Where possible, unless
      requested otherwise by Qwest, Pac-West will provision all LCAs served by a
      given
      Pac-West Switch into one consolidated trunk group prior to the hand off to
      the
      NAS. Each LCA’s Rotary will be provisioned by Pac-West for multiple unique phone
      number assignments in quantities defined hereafter. Pac-West will maintain
      an
      appropriate level of inter-machine trunking (“IMT”) to the Pac-West Switch from
      the Public Switched Telephone Network (“PSTN”) such that all User offered load
      for which there are available Ports on the NAS can be supported. Pac-West will
      install, maintain, and provide as part of Service all additional supporting
      management and aggregation infrastructure that is required locally within each
      Pac-West Equipment Site as specified herein. Customer will carry User traffic
      from the egress port of the last Pac-West-owned equipment through which the
      User
      call is routed back to Customer’s network via various circuit architectures as
      defined herein (“Egress Circuits”); the ordering and cost burden of such
      backhaul circuitry being the sole responsibility of Customer. Pac-West will
      bill
      and Customer shall pay for Service on a per port unit basis in accordance with
      the provisions and conditions as defined in this Agreement.




Confidential
          Information Redacted and Filed Separately with the Commission. Omitted
          Portions
          Indicated by [**].
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(b)  Accepted
      Service Configurations




Following
      is a list of attached Exhibits that detail the architecture, operational
      requirements, and relevant technical parameters associated with the Service,
      which such list can be appended upon Customer’s request to include additional
      configurations upon certification by Customer.




(i)  Cisco
      Equipment Configurations (Refer to Exhibit 6).




(c)  Service
      Elements




The
      Service provided by Pac-West is a bundled offering that includes in the per
      port
      unit cost paid by Customer: all telco-grade and manufacturer recommended
      physical facilities and associated environment required for the proper function
      of the equipment used to provide Service, including without limitation floor
      space, UPS fed AC power, DC power, battery bank, rectifiers, generator backup,
      heating, ventilation, air conditioning (HVAC), and any other utilities as may
      be
      necessary; functional PRI’s from the Pac-West Switch to the NAS, delivered in
      time intervals that are in accordance with the SLA as defined in this Agreement;
      sufficient IMT capacity into the Pac-West Switch to support all incoming User
      calls up to the number of Ports purchased by Customer, which IMT provisioning
      shall be the sole responsibility of Pac-West and which IMT bandwidth will be
      verified through IMT peak load reports provided to Customer at its request
      by
      Pac-West; a Rotary for each LCA that has been provisioned with at least 40
      unique DID numbers, the ability to accept long distance calls, two-way traffic
      (i.e., in-bound and for testing purposes, out-bound (if trunks are to be used
      for outbound services on a new product or service application then Pac-West
      and
      Customer agree to review outbound traffic patterns and agree to work towards
      a
      mutually acceptable price structure for the outbound minutes, if any, at that
      time)), and calls delivered via both transient and reciprocal trunks;
      two (2) out of band (“OOB”) modems, each with an active POTS line, per
      equipment site that will be used for service activation and outage-related
      equipment maintenance, two (2) DS0 test phone numbers for every switch
      that
      provides ingress circuits for this Service; the purchase, installation, and
      maintenance of all equipment, telecommunication services and other related
      facilities required to provide Service up to the point of Service demarcation,
      which demarcation point shall be defined as the physical port of the equipment
      to which Customer’s Egress Circuit is connected (“Service Demarcation Point”);
      and anything else not yet identified that would be required to terminate a
      User
      call on the NAS and subsequently hand off the call to Customer at the Service
      Demarcation Point onto Customer’s Egress Circuits.




Confidential
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(d)  Service
      Egress Circuits




All
      costs
      associated with the acquisition and installation of the Egress Circuits to
      the
      Service Demarcation Point shall be the sole responsibility of Customer excepting
      any Pac-West imposed Egress Circuit port fees, which fees are included in the
      per port unit price of the Service. Customer agrees to use any existing
      available facilities in place between Customer and Pac-West, should such
      facilities exist and such use is permitted by law, as the preferred mechanism
      for Egress Circuit provisioning so as to activate Service in as expeditious
      a
      manner as possible provided said facilities are either i) under the
      ownership and control of Customer, or ii) under the ownership and control
      of Pac-West and being provided to Customer at or below then current market
      rates. Pac-West agrees to fully cooperate with Customer and any third-party
      provider selected by Customer to connect all Egress Circuits provisioned by
      such
      third-party provider to the specific ports identified by Customer at the Service
      Demarcation Point.




(e)  NAS
      Equipment




(i)  Responsibility




Pac-West
      or its affiliates shall (a) obtain and install the NAS equipment received
      from KMC Funding Corporation pursuant to the terms and conditions of its
      Bailment Agreement of certain equipment used in the providing of services herein
      with Pac-West dated January 30, 2002, marked Exhibit 5 and attached
      hereto (“KMC Agreement”) and (b) lease and install ancillary equipment
      received and leased from Customer. The execution and performance of the KMC
      Agreement, including but limited to delivery and possession of the equipment
      defined therein, which also includes all other required supporting equipment
      needed to provide Service to the Service Demarcation Point to Pac-West by KMC
      are conditions precedent to Pac-West’s obligations herein.




(ii)  Selection




Pac-West
      will only provide Service using an architecture that is consistent with the
      specified NAS vendors and the specific NAS configurations as identified in
      Section 1(b) above and the Appendices associated therewith. If Customer
      has
      a preferred configuration among the list identified in Section 1(b),
      Pac-West agrees to cooperate with Customer to provide Service using Customer’s
      preferred NAS configuration.




(iii)  Maintenance




Pac-West
      shall proactively maintain all NAS equipment and all related equipment used
      in
      connection with the Service to the extent possible without having direct console
      access. Pac-West shall maintain a sparing pool of parts for the NAS as provided
      in Exhibit 2. Pac-West shall provide Customer with 7x24x365 NOC-to-NOC technical
      support. Pac-West will continuously examine its processes and consider revisions
      in servicing Customer’s accounts in an ongoing effort to provide improved
      customer service for Customer.




Confidential
          Information Redacted and Filed Separately with the Commission. Omitted
          Portions
          Indicated by [**].
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          Treatment Requested by Pac-West Telecomm, Inc.


(iv)  Operational
      Control




During
      the initial configuration of the NAS, OOB modems, and Management Console,
      Pac-West agrees to assist Customer as required. Upon Service Acceptance as
      defined in Section 11, and notwithstanding Section 1(e)(iii)
      above,
      Customer shall have exclusive responsibility for all existing and future NAS
      software operational elements, including without limitation operating system
      (“OS”) revision control and selection, OS upgrades, NAS configuration, network
      management of the NAS, software feature enhancement coordination and costs,
      and
      any other activity relating to the purchase, installation or management of
      the
      software elements of the NAS. Customer shall be responsible for fault
      identification and isolation, and Pac-West shall assist in the trouble
      resolution as required in accordance with the SLA requirements and maintenance
      procedures defined in the Agreement.




(v)  User
      Authentication




Customer
      shall have exclusive responsibility for User authentication.




(vi)  Technology
      Upgrades




Pac-West
      agrees that additional Accepted Service Configurations may be appended to this
      Agreement at the request of Customer as referenced in Section l(b),
      and
      Pac-West’s selection from that list shall be as defined in
      Section l(e)(ii). In the event an alternate NAS configuration to existing
      installed Service requiring a hardware upgrade is desired by Customer or
      Pac-West, the parties shall confer and mutually agree as to whether to deploy
      such hardware upgrade. Negotiation of the particulars with respect to such
      hardware upgrade, including without limitation cost sharing, migration
      scheduling, manufacturer purchase credits, and used equipment re-sale or
      re-deployment, shall be executed in good faith as conditions dictate on an
      individual case by case basis and structured according to the unique
      circumstances as may apply.




(vii)  KMC
      Equipment




If
      KMC
      Funding Corporation as to the KMC Agreement either (i) requests the
      return
      of the Ports; or (ii) terminates said Agreement, or (iii) breaches
      its
      covenants under such KMC Agreement, or (iv) provides equipment that
      is not
      in working order for Pac-West to provide service on the date of delivery of
      such
      equipment, or (v) rejects the KMC Agreement after a petition, under
      an
      applicable bankruptcy act or receivership statute, is filed by or against KMC
      Funding Corporation, then in any such event Pac-West may cease without penalty
      to provide the Services with respect to those Ports affected by (i), (ii),
      (iii), (iv) or (v) above, unless Customer, in its sole discretion and at its
      own
      expense, either (a) provides all the replacement equipment reasonably
      necessary for Pac-West to continue to provide Services with respect to such
      Ports; or (b) cancels its obligations as to the affected Ports for the
      remaining term of the contract; provided, however, that such cessation of
      Services shall not release Qwest of any obligation to pay the Monthly Recurring
      Charges of said Ports per the Early Termination (Section 3(b)) schedule.
      Additionally, Customer will have an obligation to pay any Monthly Maintenance
      Charges incurred by Pac-West for the cancelled Ports for the remainder of the
      term those maintenance agreements are in place. Lastly, if KMC requires Pac-West
      to return any of the said Ports, Pac-West shall solicit cost information from
      third parties to de-install and ship the Ports to KMC and shall also develop
      a
      cost for Pac-West to use its own personnel to de-install and ship the Ports
      to
      KMC. Customer shall have the option to select which method it prefers for the
      return of the Ports to KMC and shall, accordingly, reimburse amounts paid by
      Pac-West to the third party selected, or pay Pac-West its agreed charges, to
      de-install and ship the Ports to KMC.




Confidential
          Information Redacted and Filed Separately with the Commission. Omitted
          Portions
          Indicated by [**].
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          Treatment Requested by Pac-West Telecomm, Inc.


**2.**  **Service
      Term**




(a)  Boundary
      Definition/Co-Termination




The
      Service Term (as set forth in Section 2(b) below) shall begin upon the
      activation of any Ports pursuant to this Agreement, but no later than
      June 30, 2002. All Ports under each of the Phases described below shall
      have a co-terminus expiration date as set forth in
      Section 2(b).




(b)  Length




Except
      as
      provided in Sections 2(c) (Service Term Renewal), 3 (Early Termination),
      7(a) (Payment and Taxes), 12(a) (Service Installation Intervals), 13(c) (Tariff
      Regulatory Changes), 13(d) (Tariff Misapplication), and 21 (Force Majeure),
      the
      Service Term of this Agreement shall commence as provided in Section 2(a)
      above and extend until June 30, 2005.




(c)  Renewal




Upon
      expiration, Customer may extend the term of this Agreement for an additional
      period of twelve (12) months by providing at least 30 days prior
      written notice to Pac-West.




**3.**  **Early
      Termination**




(a)  For
      Cause




This
      Agreement may be terminated by either party for cause without penalty or
      termination liabilities. Unless otherwise mutually agreed, termination due
      to
      cause shall be effective thirty (30) days after receipt of written notice
      sent to the defaulting party if such default has not been cured during such
      thirty (30) day notice period. Cause will be defined as any of the events
      of default below.




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(i)  Fundamental
      Material Breach




Fundamental
      Material Breach will have been deemed to occur if either party fails to perform
      or comply with any material provision of this Agreement.




(ii)  Insolvency
      Breach




An
      Insolvency Breach will have been deemed to occur if (i) a party becomes
      insolvent, makes an assignment for the benefit of creditors, or provides written
      notification of an inability to pay debts as they mature or, with respect to
      Pac-West, (ii) the insolvency of Pac-West is reasonably believed to
      be
      imminent.




(iii)  Bankruptcy
      Breach




A
      Bankruptcy Breach will have been deemed to occur if a petition, under any
      foreign, state, or United States bankruptcy act or receivership statute, is
      filed by either party against the other party, or against either party by any
      third party.




(b)  Without
      Cause — By Customer




Customer
      may terminate this Agreement without cause in whole or in part (i.e., on a
      per
      Port basis) prior to the end of the Service Term subject to the early
      termination liabilities. In the event of Port termination prior to the Service
      Term, any Port for which Customer has satisfied the appropriate early
      termination charges as defined herein shall continue to be recognized by
      Pac-West as applicable towards the satisfaction of the Minimum Service
      Commitment pursuant to Section 4. The early termination liability for
      any
      given Port shall be determined by multiplying the total number of whole months
      between termination notice date and the end of the Service Term by the
      applicable price per Port pursuant to Section 5 by the declining liability
      percentage scale defined below:




**Active
                Service Term Months**
            **Liability
                Percentage**0-12
            100%13-24
            85%25-36
            70%





(c)  Survivorship




The
      provisions set forth in Sections 17-20 (Warranties, Limitation of
      Liability, Intellectual Property Indemnity, and Confidentiality), as well as
      any
      other provision that reasonably may be expected to survive, shall survive the
      expiration or termination of this Agreement.




(d)  Migration
      Assistance




Upon
      expiration or any termination of this Agreement, Pac-West shall (i) provide
      Customer, or at Customer’s request Customer’s designees, reasonable assistance
      and consultation to ensure a smooth and timely transition of Customer’s purchase
      of Services then expiring or being terminated to another vendor or vendors
      or to
      Customer, and (ii) continue to provide the Services then expiring or
      being
      terminated to Customer (at prices then in effect as of the date of such
      expiration, termination or cancellation) and otherwise perform all of its
      obligations under this Agreement (such Pac-West obligations described in this
      Section collectively “Transition Assistance”) for the Transition Period.
“Transition Period” shall mean a time period commencing upon the effective date
      of expiration or termination, and ending after six (6) months in
      duration.




Confidential
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          Indicated by [**].
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          Treatment Requested by Pac-West Telecomm, Inc.


**4.**  **Minimum
      Service Commitment**




Except
      as
      otherwise provided herein, Customer agrees to maintain the Ports set forth
      below
      for the duration of the respective Service Terms (“Port Commitment”). The
      parties agree to work cooperatively to complete a deployment plan within
      thirty (30) days after the Effective Date that will result in the fastest
      reasonable delivery and activation for the entirety of the Port
      Commitment.




**Phase
      1 Port Commitment:** Minimum
      of [**] Ports activated within 45 days of the Effective Date, at the
      locations set forth in Exhibit 4.




**Phase
      2 Port Commitment:** Minimum
      of [**] additional Ports activated on or before June 30, 2002, at the
      locations set forth in Exhibit 4.




**5.**  **Service
      Pricing**




(a)  Non
      Recurring Charges




No
      non-recurring charges shall apply to this Service offering provided that the
      Port Commitment set forth in Section 4 has been satisfied. To the extent
      that any applicable tariff includes non-recurring charges, Pac-West agrees
      that
      such non-recurring charges already have been factored into the monthly fee
      for
      the bundled Service as set forth above, and if necessary will file a tariff
      amendment or supplement to reflect the same.




(b)  Monthly
      Recurring Charges




The
      billing for the Service will be determined by the total number of active Ports
      at the end of any calendar month. A Port shall be deemed active when it is
      capable of terminating an end-user call originated on the Public Switched
      Telephone Network (“PSTN”) that results in that end-user achieving Internet
      connectivity. The monthly fee per active Port for a given calendar month or
      any
      fraction thereof shall be [**] (“Port Rate”) plus any applicable taxes and
      surcharges in accordance with Section 7(b). For avoidance of doubt,
      this
      port rate includes Pac-West purchasing and providing hardware maintenance
      contracts with associated vendor Equipment as well as charges for Pac-West’s
      private virtual circuit use.




(c)  Rebate




At
      the
      end of each calendar month of the Service Term, and at the end of each calendar
      month during any extension thereof pursuant to Section 2(c), Pac-West
      shall
      calculate the total hours of usage of (i) the Ports used by Customer
      pursuant to this Agreement and (ii) the Ports used by Customer pursuant
      to
      that certain Dial Access Services Agreement between the parties dated as of
      December 29, 2000 (collectively, the “Port Usage”). If the Port Usage
      equals or exceeds an average of [**] hours per Port for such month, Pac-West
      shall provide Customer a rebate of [**] for each of the Ports under this
      Agreement for such month. Any such rebates shall be paid by check within
      10 days after the end of the applicable calendar quarter in which the
      rebates became due.




Confidential
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          Indicated by [**].
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**6.**  **Service
      Billing Procedures**




Pac-West
      shall bill Customer monthly in arrears based on the applicable monthly fee
      pursuant to Section 5 for all active Ports as of the last day of the
      preceding month.




**7.**  **Payment
      & Taxes**




(a)  Payment




Pac-West
      will bill Customer monthly. Bills are due when issued and payable within
      30 days after the bill is received. Undisputed amounts are past due
      if they
      are not received by Pac-West or its agent within 30 days after Customer
      receives the bill. Any amounts past due will be subject to a late payment charge
      accruing at the rate of 1-1/2% per month, or portion thereof, until paid. In
      addition, bills not paid within 10 days after Customer receives notice that
      they
      are past due, that are not otherwise subject to a legitimate dispute, may result
      in service interruption or suspension of access privileges to Pac-West’s
      collocate facility until the full, undisputed amount of the bill is paid;
      provided, however, that Pac-West shall not interrupt service or suspend access
      privileges without providing at least 15 business days prior written notice
      to
      Customer. Customer agrees to pay all costs incurred by Pac-West in collecting
      any unpaid, undisputed amounts, including attorneys fees.




(b)  Taxes




All
      prices for Services provided hereunder are exclusive of any sales, use or VAT
      taxes imposed or levied by any government entity on the Services provided
      hereunder (“Taxes”). Customer agrees to pay any applicable Taxes that Pac-West
      is required to collect or pay in connection with any Service provided hereunder;
      provided that in no event shall Customer be required to pay any taxes on the
      net
      income, municipal franchise, real or personal property, or gross receipts of
      Pac-West. In the event that Customer believes it is exempt from otherwise
      applicable Taxes, Customer shall provide Pac-West with an exemption certificate
      evidencing such claimed exemption, which Pac-West shall honor. All applicable
      Taxes shall be itemized in each invoice.




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(c)  Invoicing




All
      invoices for Services provided hereunder shall be sent to:




Qwest
      Communications Corporation


555
      17th
      Street


Denver,
      CO 80202


Attention:
      Accounts Payable





**8.**  **Applicable
      Service Territory**




To
      the
      extent requested by Customer, Pac-West agrees to provide Service as defined
      in
      this Agreement in all locations that Pac-West is technically capable of
      providing Service using its current and/or future affiliates’ telecommunication
      facilities within their existing or future network footprint.




**9.**  **Service
      Portability**




Both
      parties agree that due to the dynamic nature of Dial Access Internet traffic,
      it
      is their intent to allow portability of the Ports to different locations.
      Reasonable re-allocation of Ports between LCAs that are serviced by a single
      physical Pac-West location shall be accommodated without charge. In the event
      of
      a re-allocation of Ports between LCAs that are serviced by different physical
      Pac-West locations, the parties agree to negotiate in good faith with regard
      to
      timeframes and the one-time non-recurring costs, which shall be limited to
      reasonable time and materials, for such portability.




**10.**  **Service
      Ordering Procedure**




(a)  Orders




Pac-West
      shall be the single point of contact through which Customer may order services
      under this Agreement for itself and its affiliates from the Pac-West family
      of
      companies set forth in the recitals to this Agreement. Customer has no
      obligation but may at its option purchase additional Ports under the terms
      and
      conditions of this Agreement. The parties agree to follow the procedures for
      any
      additional Port orders in accordance with that which is defined in this
      Section 10.




(b)  Request
      For Information




Customer
      shall provide Pac-West with a non-binding request for information (“RFI”) in
      writing identifying (i) the number of Ports being considered for deployment
      by Customer; and (ii) the geographic location (for a new Rotary) or
      the LCA
      (for the expansion of an existing Rotary) for such identified
      Ports.




(c)  RFI
      Response




Pac-West
      shall have seven (7) calendar days from receipt of such RFI to advise
      Customer in writing whether (i) Pac-West agrees to provision such
      identified Ports, if ordered, within the SLA installation time frame set forth
      in Section 12 below; (ii) Pac-West agrees to provision such identified
      Ports, if ordered, within an alternative, reasonable time frame that is greater
      than the SLA installation time frame set forth in Section 12 below;
      or
      (iii) Pac-West does not agree to provision such identified
      Ports.




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(d)  Firm
      Order Placement




In
      the
      event that Pac-West has identified that it agrees to provision the identified
      Ports, if ordered, Customer shall have seven (7) calendar days from
      receipt
      of Pac-West’ s written response to send Pac-West a firm and binding order in
      writing (“Firm Order”) for the identified Ports or any fraction thereof. If
      Customer does not send Pac-West a Firm Order within seven (7) calendar
      days
      from receipt of Pac-West’s written response, Customer’s RFI and Pac-West’s
      response thereto shall be deemed to have expired.




**11.**  **Service
      Acceptance Procedures**




Customer’s
      acceptance of newly activated Ports at a given location shall be made promptly
      following the successful completion of service acceptance tests conducted
      jointly by the parties. At a minimum, such service acceptance tests shall
      include the login and RADIUS authentication to Customer’s network specifically
      via the newly activated Ports. A full, and mutually agreeable acceptance policy
      and procedure will need to be constructed within 30 days of contract
      acceptance from both parties. Once Service has been accepted by Customer, which
      acceptance shall not be unreasonably withheld, Customer agrees to the billing
      provisions pursuant to Section 6 by Pac-West for all accepted
      Ports.




**12.**  **Service
      Level Agreements (“SLA”)**




Pac-West
      agrees to provide Service in accordance with the performance standards as
      defined herein.




(a)  Service
      Installation




Pac-West
      agrees to use best efforts to install all Ports of the Port Commitment in
      accordance with the provisions of Section 4. Pac-West agrees to use commercially
      reasonable efforts to install all new Ports that may be ordered beyond the
      Port
      Commitment within forty-five (45) calendar days after receipt of a Firm
      Order from Customer. In the event that Pac-West determines after beginning
      the
      Port installation process that it will not be able to meet this installation
      objective and notifies Customer of same, or Pac-West fails to meet the scheduled
      installation date without prior notification, Customer may cancel the ordered
      Ports without liability for any termination charges.




(b)  Acceptable
      Service Availability




“Service
      Level” shall be defined as the level of service at or above which Pac-West shall
      provide the Service to Customer and includes the following elements (all of
      which shall be based on industry-standard measurements) provided by Pac-West:
      (i) 7x24x365 (at the Pac-West equipment location) remote hands services;
      (ii) a network designed to ensure P.01 grade of service per industry
      standards; (iii) installation of Service in accordance with the
      installation guidelines as defined in Section 12(a); (iv) a time
      to
      repair from the time Customer’s calls to the Pac-West help desk are answered
      (“MTTR”) that is consistent with the provisions of Section l2(e) below;
      (v) Pac-West’s ongoing efforts to meet or exceed industry standards for
      onsite power and environmental provided to devices, PRI lines, local loop
      access, and for out-of-band access to the devices under this Agreement;
      (vi) an average uptime of ninety nine and ninety eight hundredths percent
      (99.98%) for the portion of the Pac-West network from and including Pac-West
      switches, measured on a per-Port basis; and (vii) monthly reports of a kind
      reasonably standard in the industry that relate to performance issues and
      service levels in relation to the Pac-West network. Pac-West will be deemed
      to
      have failed to meet the above Service Level elements where one percent (1%)
      of the Ports provided under this Agreement fail to meet any of the standards
      as
      set forth in this Service Level definition.




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(c)  Service
      Outage Credits




Service
      outage credits may be claimed by Customer when any Port is interrupted or does
      not meet performance standards for any period lasting one (1) or more
      consecutive hours. No credit will be available if the interruption is caused
      by
      (i) the failure of Customer to properly operate the NAS equipment;
      (ii) the negligence or willful misconduct of Customer; or (iii) an
      event of Force Majeure as provided in the Agreement. The amount of the credit
      shall be equal to the pro-rata monthly fee due for all affected Ports during
      which a confirmed outage has occurred, including the initial one (1)
      hour.




(d)  Service
      Failure Definitions




(i)  Severity
      1 — CRITICAL - *Service
      Outage*




A
      service-outage situation is critical-system outage or service degradation severe
      enough to completely inhibit custom-network usage. This includes outages or
      system degradation of NAS equipment or of Local Exchange Carrier (LEC) networks.
      Examples of Severity 1 Service Failure are:




z
            T-1
                Outage(s) (Affecting 50% or higher of affected
                LCA)


z
            Circuit
                Outage DS-3 or Above (Affecting dial
                service)


z
            Backbone
                Equipment (Router, etc.) affecting dial
                service


z
            NAS
                Failure (Affecting 50% or higher of
                POP)


z
            Fiber
                Cut (Related to dial service
                outage)


z
            Power
                Outage (Related to dial service
                outage)


z
            Denial
                of Service (Authentication issues)


z
            Emergency
                Maintenance





*(ii)*  Severity
      2 — MAJOR - *Service
      Affecting*




A
      service-affecting situation involves performance deviations that degrade network
      performance, but do not completely inhibit customer usage of the network.
      Examples of Severity 2 Service Failure are:




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z
            T-1
                Outage(s) (Affecting 49% or less of affected
                LCA)


z
            NAS
                Failure (Affecting 49% or less of
                POP)


z
            Capacity
                problems due to circuit or router
                outage


z
            Performance
                problem not severe





(iii)  Severity
      3 — MINOR - *Non-Service
      Affecting*




A
      non-service affecting situation involves remote-access issues, non-service
      affecting system/network configurations, or scheduled or unscheduled maintenance
      to the network and/or network equipment. The regular maintenance window will
      be
      utilized under all non-emergency situations, and the customer will be notified
      if any work needs to be done outside of these windows. Examples of
      Severity 3 Service Failure are:




z
            Routine
                Maintenance


z
            Remote
                Access Issues


z
            Non-Service
                Affecting Configurations and Code





(iv)  Service
      Failure Response Times




Pac-West
      shall use commercially reasonable efforts to diligently respond and repair
      any
      service failure based upon the grade of the failure, in accordance with the
      tables set forth below.




**Security
                Level**
            **Maximum
                Time to**
              **Repair
                (MTTR)**1
            2
                hours2
            4
                hours3
            8
                hours





(v)  Escalations




Exhibit 3
      contains Pac-West’s operations and senior management escalation matrix. Pac-West
      agrees to update and maintain such matrix on a current basis for the duration
      of
      the Service Term. Such matrix shall include email addresses and telephone access
      numbers for operations and senior management points of contact who are available
      and authorized to address and resolve Service performance issues on a 24x7x365
      basis. Fault Notification Procedures




For
      all
      problems requiring Customer’s NOC interaction, attention should be sent to noc@qwestdial.net or
      contact to be made through the Wholesale direct number, 800.360.2577. Pac-West
      will provide a single point of contact for Customer to use as a network outage
      contact.




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**13.**  **Applicable
      Federal, State. or Local Tariffs**


(a)  Tariff
      Disclosure




This
      Agreement is in addition to, and in no way replaces, any applicable tariff
      provisions, and together with such tariff provisions, shall be used to settle
      any dispute that may arise with respect to the Service provided hereunder.
      Pac-West agrees to provide Customer with a list of all applicable tariffs and
      corresponding territories that may apply to this Service offering within
      thirty (30) days of the Effective Date.




(b)  Service-related
      Tariff Filings




In
      the
      event that Pac-West is required to make any tariff filings with respect to
      this
      Agreement, Pac-West agrees to provide Customer with a draft of such tariff
      filing for Customer’s review, comment, and approval, which shall not be
      unreasonably withheld, conditioned, or delayed by Customer. Pac-West agrees
      to
      afford Customer a reasonable period of time to conduct such review, but no
      less
      than fourteen (14) calendar days, and to incorporate or otherwise address
      any reasonable comments provided in writing by Customer to Pac-West. In no
      event
      shall such a tariff filing be inconsistent with or contrary to the terms and
      conditions of the Agreement.




(c)  Regulatory
      Changes to Service




Pac-West
      and Customer acknowledge that this Agreement and some or all of the Services
      provided hereunder may be subject to review by certain federal, state, and
      local
      regulatory bodies. If any regulatory action by such bodies alters the terms
      and
      conditions of this Agreement materially and adversely to either party, the
      affected party may terminate the affected Service(s) without liability for
      any
      termination charges upon thirty (30) days prior written notice to the
      other
      party; provided that the parties are unable to negotiate in good faith a
      mutually agreeable alternate relationship within ten (10) day’s of such
      notice. Notwithstanding the foregoing, if a proposed regulatory action includes
      future charges relating to regulatory changes in interconnect agreements with
      an
      incumbent local exchange carrier (“ILEC”), the Parties agree to the following
      procedure:




(i)  Pac-West
      shall provide notice to Qwest of such proposed regulatory action immediately
      after the same is received by Pac-West;




(ii)  If
      such
      regulatory action occurs and results in an increase in charges in interconnect
      agreements between Pac-West and an ILEC, Customer shall nonetheless receive
      the Services on the same rates and charges as provided herein for a period
      of
      six (6) months. After that six-month period, Customer may choose to
      either (i) pay
      the increase in charges on a pass-through basis, without markup, or
      (ii) terminate the Agreement without penalty or liability, including,
      without limitation, any early
      termination charges in Section 3. If Customer chooses to terminate the
      Agreement as provided in this subsection, Customer shall receive the Transition Assistance
      provided in Section 3(d) during the Transition Period, but the price
      payable by Customer during such Transition Period shall reflect the increase
      in charges
      on a pass-through basis, without markup, as described in this
      subsection.




(d)  Tariff
      Misapplication




Notwithstanding
      anything in this Agreement to the contrary, in the event that Pac-West enforces
      or attempts to enforce any tariff provision that is materially different from
      the provisions, spirit, and intent of this Agreement, Customer may cancel the
      Service(s) affected by such enforcement or attempted enforcement without
      liability for any termination charges upon thirty (30) days prior written
      notice to Pac-West.




**14.**  **Sale
      of Assets**




In
      the
      event that Pac-West or its affiliate(s) sell(s) any network assets used in
      connection with the Services to a third party, the number of Ports associated
      with the network assets sold by Pac-West or its affiliate shall survive the
      sale
      with respect to Customer’s satisfaction of the Minimum Service Commitment set
      forth in Section 4.




**15.**  **Annual
      Review**




On
      or
      about the anniversary date of the Effective Date of this Agreement, the parties
      shall meet on an annual basis to review and discuss the Services’ architecture
      and equipment, market conditions, regulatory changes, and the market
      competitiveness of the prices and commitment levels set forth herein, as well
      as
      any business, performance, or operational issues as may arise between the
      parties. The parties also shall discuss the deployment of future technologies
      in
      Pac-West’s networks, including without limitation alternative call delivery
      technologies (e.g., SS7 and/or soft switch technologies), and any corresponding
      price decreases associated with such deployment. The parties agree to negotiate
      in good faith to maintain the competitive viability of this
      Agreement.




**16.**  **Representations
      and Warranties**




(a)  Execution
      Authority




Each
      party represents and warrants to the other that it has the power and authority
      to enter into this Agreement and each Schedule or Exhibit
      hereunder.




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(b)  Service
        Authority
  Pac-West
        represents and warrants that it has the ability and authority to provide,
        directly or indirectly through its affiliates and/or subcontractors, the
        Services described in this Agreement agreed upon by the parties within those
        LATAs where Pac-West or its affiliates operate.
   Pac-West
      Warranties




Pac-West
      represents and warrants that:




(i)  it
      shall
      provide suitably qualified personnel to perform the Services defined in this
      Agreement in a timely and efficient manner with diligence and care, consistent
      with the professional standards of practice in the industry, and in conformance
      with all applicable laws and regulations, and that the Services shall comply
      with this Agreement and the SLA. Pac-West shall provide, maintain, and upgrade
      the Services in accordance with the same first-class standards applied by
      Pac-West to similar projects for itself, for any of its affiliated companies,
      and for other clients; and




(ii)  any
      software, (including any updates, releases and versions thereto) and any media
      used to distribute it used by Pac-West to provide the Services (collectively,
      the “Software”), contains no computer instructions, circuitry, routines or other
      technological means (“Harmful Code”) whose purpose is to disrupt, damage or
      interfere with Customer’s use of its computer and telecommunications facilities
      for their commercial, test or research and development purposes. Pac-West
      further represents that current releases of the Software contain no third party
      software that would require Customer to obtain any licenses or agree to any
      terms and conditions in addition to those set forth in this Agreement. Pac-West
      shall indemnify Customer and hold Customer harmless from and against any and
      all
      claims, losses, costs, liabilities, damages and/or expenses, including
      reasonable attorneys fees and allocated cost of Customer’s in-house counsel,
      arising from the presence of Harmful Code in or with the Software used by
      Pac-West in providing the Services; and




(iii)  it
      has
      obtained and shall maintain the full power and authority to grant the rights
      granted and provide the Services herein without the further consent of any
      other
      person. Pac-West will indemnify Customer and hold it harmless from and against
      any and all claims, losses, costs, liabilities, damages and/or expenses,
      including reasonab1e attorney’s fees and allocated cost of Customer’s in-house
      counsel, arising out of any breach or claimed breach of this warranty;
      and




(iv)  the
      Software, materials and equipment used to provide the Services shall be able
      to
      accurately process data (including without limitation, calculating, compiling
      and sequencing) from, into and between the twentieth and twenty-first centuries,
      including leap year calculations, and will create, store, process and output
      information related to or including dates on or after January 1, 2000
      without error or omissions. At Customer’s request, Pac-West will provide
      evidence sufficient to demonstrate the ability of the Equipment provided under
      this Agreement to meet these requirements; and




(v)  there
      are
      no pending or threatened lawsuits, claims, disputes or actions (i) alleging
      that the equipment infringes or misappropriates any third party’s patent,
      copyright, trademark, trade secret, proprietary or other intellectual property
      rights, or (ii) adversely affecting the equipment, the Services or
      Pac-West’s ability to undertake and perform its obligations under this
      Agreement.




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(d)  Express
      Warranties




**THE
      EXPRESS WARRANTIES IN THIS AGREEMENT ARE IN LIEU OF ALL OTHER WARRANTIES,
      EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THOSE OF MERCHANTABILITY
      AND
      FITNESS FOR A PARTICULAR PURPOSE.**




**17.**  **Limitation
      of Liability**




(a)  Customer
      Indemnification




Pac-West
      shall indemnify Customer from any claim or damages due to the injury or death
      of
      any individual, or the loss or damage to real or personal property, resulting
      from the willful or negligent acts, or omissions of Pac-West, its agents or
      employees.




(b)  General
      Liability Limitation




EXCEPT
      WITH RESPECT TO THE PARTIES’ OBLIGATIONS UNDER SECTIONS 18 (INTELLECTUAL
      PROPERTY INDEMNITY) AND 19 (CONFIDENTIALITY), IN NO EVENT SHALL EITHER PARTY
      BE
      LIABLE TO THE OTHER FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL
      DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, EVEN IF ADVISED OF THE
      POSSIBILITY OF SUCH DAMAGES.




(c)  Applicable
      Law




In
      the
      event any applicable law does not allow the limitation or exclusion of liability
      as provided for in this Agreement, the subject limitation or exclusion of
      liability shall be deemed modified so as to limit or exclude the parties’
      liability for damages hereunder to the greatest extent permitted by such
      law.




(d)  Internet
      Disclaimers & Limitations




Neither
      party will be liable or responsible for the content of any information contained
      on the Internet. Neither party will assume any responsibility for any
      consequences suffered by any third person as a result of obtaining Internet
      access, including without limitation damages arising from accessing Internet
      content or from computer viruses.




**18.**  **Intellectual
      Property Indemnity**




(a)  Pac-West
      shall defend, indemnify, and hold harmless Customer from any third party claim
      alleging that the Services provided hereunder violate the patent, trade secret,
      copyright, or other intellectual property right of any third party; provided
      that Customer provides Pac-West: (a) prompt notice of such claim;
      (b) sole control over the defense and/or settlement of such claim; and
      (c) all assistance reasonably required for the defense of such
      claim.




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  (b)  Customer
        shall defend, indemnify, and hold harmless Pac-West from any third party
        claim
        alleging that Customer’s Service specifications provided to Pac-West hereunder
        (if any) violate the patent, trade secret, copyright, or other intellectual
        property right of any third party; provided that Pac-West provides Customer:
        (a) prompt notice of such claim; (b) sole control over the
        defense
        and/or settlement of such claim; and (c) all assistance reasonably
        required
        for the defense of such claim.




**19.**  **Confidentiality**




The
      parties agree to abide by the Mutual Non-disclosure Agreement attached hereto
      for reference as Exhibit 1, which shall be executed by the parties
      contemporaneously herewith.




**20.**  **No
      Publicity**




Neither
      party may use the name, logo, trademarks, service marks, or other proprietary
      identifying symbols of the other party in any press release, public statement,
      advertising, signage, marketing materials, brochures, or other materials in
      any
      medium without the other party’s prior written consent. With respect to
      Customer, such prior written consent shall be required from both: (a) a
      Vice President or more senior officer of Customer; and (b) an authorized
      representative of Customer’s media relations department. Any such permitted use
      shall comply with the guidelines or instructions provided by the other
      party.




**21.**  **Force
      Majeure**




(a)  Definition




Neither
      party shall be liable for any loss or damage resulting from any cause beyond
      its
      reasonable control (“Force Majeure”), such as, but not limited to, fire,
      explosion, lightning, flood, earthquake, strikes or labor disputes, terrorism,
      floods, storms, acts of God, war, civil disturbances, acts of civil or military
      authorities, or the public enemy. Upon the occurrence of any Force Majeure
      event
      and to the extent such Force Majeure event substantially interferes with a
      party’s performance with respect to a Service, such party shall be excused from
      such performance during the period of the Force Majeure event; provided that
      the
      party invoking this Section 21(a) uses all commercially reasonable efforts
      to avoid or remove such causes of nonperformance. In the event that Pac-West
      invokes this Section 21(a), Customer’s payment obligations for any affected
      Service(s) shall be suspended during the period of such Force Majeure
      event.




(b)  Termination
      Rights




In
      the
      event of a delaying or interfering condition having more than thirty (30)
      calendar days duration, the other party may terminate the affected Service(s)
      without liability for any termination charges upon ten (10) days prior
      written notice to the party invoking Section 21(a) above and the Ports
      associated with such terminated Services shall be counted for purposes of
      satisfying the Port Commitment.




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**22.**  **Insurance**




During
      the term of this Agreement, Pac-West shall maintain insurance of the kinds
      and
      in the amounts specified below with insurers of recognized responsibility,
      licensed to do business in the State(s) where the Services are being performed,
      and having either: an A.M Best’s rating of A-8, a Standard & Poor’s
      (“S&P’s”) rating of AA, or a Moody’s rating of AZ. If any Services provided
      for or to be performed under this Agreement are subcontracted, Pac-West shall
      require the subcontractor(s) to maintain and furnish it with insurance approved
      by Customer.




(a)  Insurance
      Coverage




In
      accordance with the above, Pac-West and any subcontractors shall maintain the
      following insurance coverage:




(i)  Commercial
      General Liability Insurance: $1,000,000 per occurrence combined single
      limit/$2,000,000 general aggregate and will include coverage for contractual
      liability, coverage for the use of independent contractors, products and
      completed operations, and will not contain an exclusion for explosion, collapse,
      and underground coverage.




(ii)  Business
      Automobile Liability Insurance including coverage for owned, hired, leased,
      rented and non-owned vehicles as follows: $1 million combined single
      limit
      per accident.




(iii)  Worker’s
      Compensation and Employers’ Liability Insurance: Workers’ Compensation in the
      statutory amount(s) and with benefits required by the laws of the state in
      which
      the Services are performed and the state(s) in which employees are hired, if
      the
      state(s) are other than that in which the Services are performed. Employers’
      Liability with minimum limit of liability of: (a) $l million
      for
      bodily injury by accident/each accident, (b) $1 million for bodily
      injury by disease/each employee, and (c) $1 million for bodily
      injury
      by disease/policy limit (aggregate).




(iv)  A
      combination of primary and excess/umbrella liability policies will be acceptable
      as a means to meet the limits specifically required hereunder. THE REQUIRED
      MINIMUM LIMITS OF COVERAGE SHOWN ABOVE, HOWEVER, WILL NOT IN ANY WAY RESTRICT
      OR
      DIMINISH PAC-WEST’S LIABILITY UNDER THIS AGREEMENT.




(b)  Insurance
      Certification




Certificates
      of such insurance shall be submitted to Customer naming Customer as ADDITIONAL
      INSURED on such policies as appropriate, prior to the start of any Services
      associated with this Agreement. These certificates shall certify that
      termination of such coverage shall be effective without at least ten (10)
      days advance notice to Customer.




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(c)  Subcontractor
      Insurance




Pac-West
      shall require each subcontractor to provide and maintain at all times during
      the
      term of this Agreement insurance equivalent to that which is required of
      Pac-West. Each subcontractor shall waive all right to recovery against Customer
      for any injuries to persons or damage to property in the execution of Services
      performed under this Agreement, exclusive of such liability resulting from
      Customer’s negligence or intentional misconduct.




(d)  Insurance
      Deficiency Remedies




Should
      Pac-West at any time neglect or refuse to provide the insurance required, or
      should such insurance be canceled or non-renewed, Customer shall have the right
      to purchase such insurance, and the cost shall be billed to Pac-West. In
      addition, should Pac-West at any time neglect or refuse to pay the necessary
      premium, Customer shall have the right to deduct this amount from monies due
      Pac-West.




(e)  OSHA
      Compliance




Pac-West
      and all subcontractors shall comply with the terms of the Occupational Safety
      and Health Administration (OSHA) and all locations’ and jurisdictions’ safety
      and health regulations during the full term of this Agreement.




**23.**  **Assignment**




Neither
      party may assign, transfer or convey any of its rights, in whole or in part,
      by
      operation of law or otherwise, nor delegate any of its duties of performance
      under this Agreement, without the prior written consent of the other party,
      and
      any attempted delegation or assignment without such written consent shall be
      absolutely null and void *ab
      initio* and of
      no force or effect. Notwithstanding the foregoing, (i) Customer may
      assign
      its rights and benefits and delegate its duties and obligations under this
      Agreement without the consent of Pac-West to any Affiliate of Customer or if
      necessary to satisfy the rules, regulations and/or orders of any federal, state
      or local governmental agency or body, provided that unless Pac-West agrees
      otherwise in writing, such consent not to be unreasonably withheld, Customer
      shall remain liable hereunder if it assigns this Agreement to its Affiliate
      and
      (ii) Pac-West may assign its rights and benefits and delegate its duties
      and obligations under this Agreement without the consent of Customer to an
      affiliate of Pac-West provided that unless Qwest agrees otherwise in writing,
      such consent not to be unreasonably withheld, Pac-West shall remain liable
      hereunder if it assigns this Agreement to its Affiliate. Subject to the
      restrictions contained in the preceding sentences, this Agreement shall be
      binding upon the successors and assigns of the parties. “Affiliate” means, with
      respect to a party, any person, group of persons or entity which controls,
      is
      controlled by, or is under common control with such party. For purposes hereof,
      “control” shall mean the possession, directly or indirectly, of the power to
      direct or cause the direction of management and policies of any such entity
      whether through the ownership of voting securities, by contract or
      otherwise.




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**24.**  **Governing
      Law**




(a)  Governing
      State Law




This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of New York, without reference to any conflict of laws principles;
      provided that if a Service purchased hereunder is subject to an alternative
      governing law provision set forth in an applicable tariff, then such alternative
      governing law provision shall apply to such Service.




(b)  Dispute
      Resolution




The
      parties shall in good faith attempt to resolve through informal negotiations,
      at
      the lowest possible level of authority, any disagreement, controversy, claim,
      or
      dispute arising under this Agreement (“Dispute”). The parties agree that time
      shall be of the essence in the resolution of such Dispute. In the event that
      such negotiations are not successful, the Dispute shall be referred to each
      party’s respective operational Vice President or its equivalent, who shall
      attempt to resolve the Dispute within thirty (30) days. In the event
      that
      the parties are not able to resolve the Dispute within this thirty (30)
      day
      period, or such other period of time as the parties may mutually agree upon,
      either party may submit the dispute to arbitration in San Francisco,
      California, under the commercial arbitration rules of the American Arbitration
      Association, or, at its option, shall prior to the commencement of arbitration
      be entitled to pursue its legal and/or equitable remedies in a federal or state
      court of competent jurisdiction.




**25.**  **Notices**




All
      notices or other communications hereunder shall be deemed to have been fully
      given when made in writing and delivered in person, by confirmed facsimile
      or
      overnight courier, or deposited in the United States mail, postage prepaid,
      and
      addressed as follows:




To
      Customer :





555
      Seventeenth Street, Suite 1000


Denver,
      Colorado 80202


Attn:
      President - Qwest Internet Solutions


Attn:
      General Counsel





To
      Pac-West Telecomm, Inc. :





1776
      March Lane Ste.250


Stockton.,
      CA 95207


Attention:
      Greg Miller


Vice
      President of Sales





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The
      address to which notices may be given by either party may be changed upon
      written notice given to the other party pursuant to this
      Section 25.




**26.**  **Construction**




(a)  This
      Agreement shall be construed wherever possible to avoid conflict between the
      Articles hereof and the attachments and exhibits hereto (“Attachments”). Where a
      conflict cannot be avoided, the provisions set forth in the Articles of this
      Agreement shall control over the Attachments hereto.




(b)  The
      parties acknowledge that they have participated jointly in the negotiation
      and
      drafting of this Agreement. In the event an ambiguity or question of intent
      or
      interpretation arises, the 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 provisions of this
      Agreement.




**27.**  **Non-Waiver**




The
      failure of Pac-West or Customer to insist upon strict performance of any
      provision of this Agreement in any one or more instances shall not be construed
      as a waiver or relinquishment for the future of any such provision, but the
      same
      shall be and remain in full force and effect.




**28.**  **Severability**




If
      any
      term of this Agreement is found to be unenforceable in any jurisdiction, then
      such term shall be enforced to the maximum extent permitted by law, rather
      than
      voided, and the remaining terms of this Agreement shall remain in full force
      and
      effect.




**29.**  **Headings**




Article,
      section, or paragraph headings contained in this Agreement are for reference
      purposes only and shall not affect the meaning or interpretation of this
      Agreement.




**30.**  **Relationship
      of Parties**




(a)  Non-Exclusivity




The
      relationship created by this Agreement is non-exclusive. Customer shall be
      free
      to acquire services similar to the Services from alternative sources without
      obligation to Pac-West.




(b)  Pac-West
      as Independent Contractor




Pac-West’s
      relationship to Customer is that of an independent contractor. Pac-West’s
      employees and subcontractors shall be deemed to be independent contractors,
      and
      not employees of Customer, for the purposes of all applicable laws and
      regulations.




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(c)  Relationship
      Boundary




This
      Agreement is not intended by the parties to constitute or create any form of
      business relationship beyond the express terms hereof, and the rights and
      obligations of the parties shall only be those expressly set forth in writing.
      Neither party shall have authority to bind the other, except to the extent
      authorized herein.




**31.**  **Purchases
      on Behalf of Customer Affiliates**




Customer
      may purchase Services pursuant to this Agreement for the use by Customer’s
      Affiliates and their end users.




**32.**  **Entire
      Agreement**




This
      Agreement and any applicable tariff provisions shall constitute the complete,
      final, and exclusive statement of the terms of the agreement between Pac-West
      and Customer regarding the subject matter hereof, and shall supersede all prior
      or contemporaneous written or oral representations, understandings, and
      communications relating thereto. The terms and conditions of this Agreement
      shall not be varied, supplemented, waived, qualified, modified, or interpreted
      by any prior or subsequent course of dealing between the parties, failure,
      or
      delay to enforce any rights hereunder, or by any usage of trade or manner other
      than by a subsequent writing signed by authorized representatives of both
      parties. Neither party shall be bound by any pre-printed terms additional to
      or
      different from those in this Agreement that may appear subsequently in the
      other
      party’s form documents, purchase orders, quotations, acknowledgments, invoices,
      or other communications, except for any applicable tariff
      provisions.




IN
      WITNESS WHEREOF, the parties have caused this Dial Access Services Agreement
      to
      be executed by their respective authorized representatives.




**AUTHORIZED
      APPROVALS**




**Qwest
      Communications Corporation** **Pac-West
      Telecomm, Inc.**




By: /s/
      William Eveleth By: /s/
      Gregory S. Miller




Printed
      Name: William
      Eveleth Printed
      Name: Gregory
      S. Miller





Title:                                                                                                                 Title: 
Vice
      President - Sales