**SETTLEMENT
      AND RESTRUCTURING AGREEMENT**





THIS
      SETTLEMENT AND RESTRUCTURING AGREEMENT (“Agreement”) is entered into by and
      between Qwest Communications Corporation, a Delaware corporation (“QCC”), Qwest
      Corporation, a Colorado corporation (“QC”) (collectively “Qwest”), and Pac-West
      Telecomm, Inc., a California corporation (“Pac-West”) (each being referred to
      herein as a “Party,” and collectively as, the “Parties”).





**RECITALS**





WHEREAS,
      QCC and Pac-West are parties to a Wholesale Services Agreement dated July 5,
      2001, as amended (“WSA”) pursuant to which Qwest provides certain services to
      Pac-West, including voice, private line, and dedicated internet access service;
      and





WHEREAS,
      QCC and Pac-West are parties to a Dial Access Services Agreement, dated
      effective January 31, 2002, as amended (the “Dial Access Agreement”), pursuant
      to which Qwest agreed to purchase from Pac-West certain modem ports in various
      locations for the purpose of terminating local or long distance
      end-user-originated modem or ISDN calls to effect connectivity to the Internet;
      and





WHEREAS,
      QC and Pac-West are parties to an interconnection agreement in Arizona, pursuant
      to which Qwest provides certain interconnection services to Pac-West (“AZ
      Interconnection Agreement”); and





WHEREAS,
      under the Dial Access Agreement, QCC agreed to purchase from Pac-West a certain
      volume of ports through July 30, 2008, the remaining billing for which would
      amount to approximately [**] (“Minimum Service Commitment”), as outlined in
      Section 4 of the Dial Access Agreement; and





WHEREAS,
      due to changes in QCC’s business plan with respect to the services purchased
      under the Dial Access Agreement, QCC’s purchases will likely fall below the
      Minimum Service Commitment; and





WHEREAS,
      due to its current cash requirements in connection with implementation of its
      business plan, Pac-West believes it would benefit from a discounted one-time
      lump sum payment versus a series of payments from QCC under its remaining
      Minimum Service Commitment through July 30, 2008; and





WHEREAS,
      the Dial Access Agreement provides that QCC has the right to terminate the
      Dial
      Access Agreement and its obligations thereunder if, among other reasons,
      Pac-West is insolvent as defined therein; and





WHEREAS,
      Pac-West has filed a complaint against QC with the Arizona PUC in docket
      T-03693A-05-0875, concerning facilities charges under the AZ Interconnection
      Agreement (“Pac-West AZ Complaint”), and QC has asserted certain counterclaims
      against Pac-West in that same proceeding pertaining to the claims underlying
      the
      Pac-West AZ Complaint, specifically: those counterclaims identified as Count
      I,
      Count II, and Count III at pages 4-5 of “Qwest Corporation’s Amended Answer To
      Pac-West Telecomm’s First Amended Complaint For Declaratory Judgment; Qwest’s
      Second Amended Counterclaim” filed July 12, 2006, in the Pac-West AZ Complaint
      proceeding (“QC AZ Counterclaims”); and





**1**
 **CONFIDENTIAL
          AND PROPRIETARY**


WHEREAS,
      in response to the Pac-West AZ Complaint, Qwest also filed counterclaims
      identified as Count IV that address issues related to VNXX and other non-local
      calls (“Count IV”), and there are currently pending the following additional
      actions to which Qwest is a party: *Qwest
      Corporation, et. al v. Arizona Corporation Commission, et. al,* No.
      05-15148 and No. 05-15157 (9 th Cir.),
      and . *Qwest
      Corporation v. Arizona Corporation Commission, et. al,* No.
      CV 06-02130-PHX-NVW (Dist. Ariz.) .
      All
      these claims and counterclaims are collectively referred to in this Agreement
      as
      the “Reserved Claims.” Nothing in the Agreement is intended to affect and/or
      release any of the Reserved Claims.





WHEREAS,
      the Parties desire to resolve the claims raised by Pac-West in the Pac-West
      AZ
      Complaint and QC in the QC AZ Counterclaims to avoid the uncertainty and cost
      of
      potentially lengthy litigation; and





WHEREAS,
      the Parties desire to amend and restructure the Dial Access Agreement and the
      WSA in order to avoid any dispute regarding QCC’s right to terminate the Dial
      Access Agreement, and to provide for a discounted lump sum payment from QCC
      to
      satisfy its remaining Minimum Service Commitment in exchange for modifying
      the
      Minimum Service Commitment and establishing a minimum revenue commitment by
      Pac-West for its purchases from QCC under the WSA (the “Restructuring”); and





WHEREAS,
      in connection with the Restructuring, the Parties desire that the WSA and the
      Dial Access Agreement constitute, in all respects, a single agreement and to
      make clear that the obligations and rights set forth in each agreement
      constitute consideration for the obligations and rights set forth in the other
      agreement, and that neither party would have entered into this Agreement without
      the right and obligations of the parties under the WSA and the Dial Access
      Agreement constituting a single agreement, and that therefore any termination
      or
      default under either agreement constitutes a default under the other agreement,





NOW,
      THEREFORE, in consideration of the mutual agreements, undertakings, releases
      and
      representations contained herein, the payment and crediting of the amounts
      set
      forth below, and other good and valuable consideration, the sufficiency of
      which
      is hereby acknowledged, the Parties agree as follows:





**AGREEMENT**





1.  Incorporation
      of Recitals .
      Each of
      the Recitals set forth above is hereby incorporated into and made a part of
      this
      Agreement and the Parties acknowledge and agree that each Recital is a
      substantive provision hereof and shall be given full force and
      effect.





2.  - Withdrawal
      of Pac-West AZ Complaint by Pac-West, Withdrawal of the QC AZ Counterclaims
      by
      QC, and AZ Interconnection Amendment .
      Pac-West shall file, with copy to QC, a motion to withdraw the Pac-West AZ
      Complaint with prejudice, within two (2) business days of the Effective Date.
      QC
      shall file, within two (2) business days of the Effective Date, with copy to
      Pac-West, a motion to withdraw with prejudice the QC AZ Counterclaims.
      Concurrently with the execution of this Agreement, the Parties shall enter
      into
      an amendment to the Relative Use Factor Amendment to the AZ Interconnection
      Agreement in the form attached as Exhibit A hereto (“Interconnection
      Amendment”).





2
 **CONFIDENTIAL
          AND PROPRIETARY**


3.
            Payments
                and Credits.





(a)  Payment
      to be Issued by QCC .
      QCC
      shall issue a payment to Pac-West in the aggregate amount of
      six
      million, five hundred thirty-three thousand, one-hundred eighty-one dollars
      ($6,533,181.00) within
      two (2) business days of execution hereof (“Settlement Payment”). The Settlement
      Payment shall be by wire transfer to Bank of Stockton routing #121101037, a/c
      #2138033315 of immediately available funds. The issuance of the Settlement
      Payment by QCC (1) is the only lump sum payment that will be issued to Pac-West
      in connection with the Minimum Service Commitment, (2) does not obligate QCC
      to
      issue any such lump sum payments to Pac-West in the future; provided, however,
      that QCC shall satisfy its monthly Minimum Service Commitment obligations as
      revised herein to the extent required.




(b)
Credit
      to be Issued by QC.
      As of
      the Effective Date, QC has issued invoices to Pac-West for Direct Trunk
      Termination services in Arizona (“AZ DTT”) which remain unpaid in the total
      amount of approximately [**]. QC will issue a credit to Pac-West with respect
      to
      these AZ DTT invoices of [**] prior to the rendering of Pac-West’s first invoice
      following the Effective Date, leaving a remaining balance payable of
      approximately [**], which shall appear on Pac-West’s first invoice following the
      Effective Date (“AZ DTT Payable”).




(c)  Payment
      to be Issued by Pac-West .
      Pac-West shall pay the AZ DTT Payable in accordance with the terms and
      conditions applicable to the invoice on which it appears. Commencing on the
      first day of the next full billing cycle following the Effective Date, AZ DTT
      services provided by QC shall be provided and billed for, pursuant to the
      Interconnection Amendment.





4.  WSA
      Amendment .
      As of
      the Effective Date (as defined in Section 10 below), the Parties shall enter
      into an amendment to the WSA in substantially the form attached as Exhibit
      B hereto,
      pursuant to which Pac-West shall commit to [**] monthly revenue commitment
      through July 2008 (the “WSA Amendment”).





5.  Dial
      Access Amendment .
      As of
      the Effective Date hereof, the Parties shall enter into an Amendment to the
      Dial
      Access Agreement in substantially the form attached as Exhibit
      C hereto,
      pursuant to which QCC’s monthly Minimum Service Commitment will be modified from
      a port purchase commitment to a dollar purchase commitment in the amount of
      [**]
      through July 2008 (“Dial Access Amendment”).





6.  Restructuring .
      As of
      the Effective Date hereof, the WSA and the Dial Access Agreement shall be
      treated as, in all respects, a single agreement, and the obligations and rights
      set forth in each agreement constitute consideration for the obligations and
      rights set forth in the other agreement. For the avoidance of doubt, any
      termination or default under either agreement, including, but not limited to,
      a
      default resulting from insolvency, or bankruptcy, shall constitute a default
      under the other agreement, and the non-defaulting Party may exercise any and
      all
      rights and remedies available to it under either agreement as a result the
      default of the other Party. In addition, neither Party shall be entitled to
      assume one agreement without assuming the other agreement nor shall either
      party
      be entitled to reject one agreement without rejecting the other agreement.
      Nothing herein constitutes consent to assumption or rejection.





3
 **CONFIDENTIAL
          AND PROPRIETARY**


7.  Release .





(a)  As
      of the
      Effective Date, Pac-West, for itself and its subsidiaries, affiliates,
      predecessors, successors and assigns, does hereby voluntarily and knowingly,
      unconditionally and absolutely release and forever discharge Qwest and its
      subsidiaries, affiliates, predecessors, principals, officers, directors,
      employees, successors and assigns from any and all claims of any kind or
      character arising, in whole or part, prior to the Effective Date, whether known
      or unknown, whether liability be direct or indirect, liquidated or unliquidated,
      contingent, foreseen or unforeseen, suspected or unsuspected, and whether or
      not
      heretofore asserted, and which in any way relate to or arise out of (i) that
      certain IRU Agreement dated June 30, 2000 (“IRU Agreement”); (ii) the Dial
      Access Agreement, including but not limited to, QCC’s obligations under the
      Minimum Service Commitment; and (iii) the Pac-West AZ Complaint. Nothing in
      this
      Section relieves QCC from liability for any of its obligations under the Dial
      Access Agreement, as amended by the Dial Access Amendment or any other agreement
      between the parties,
      or precludes Pac-West from opposing the Reserved Claims.





(b)  As
      of the
      Effective Date, Qwest, for itself and its subsidiaries, affiliates,
      predecessors, successors and assigns, does hereby voluntarily and knowingly,
      unconditionally and absolutely release and forever discharge Pac-West and its
      subsidiaries, affiliates, predecessors, principals, officers, directors,
      employees, successors and assigns from any and all claims of any kind or
      character arising, in whole or part, prior to the Effective Date, whether known
      or unknown, whether liability be direct or indirect, liquidated or unliquidated,
      contingent, foreseen or unforeseen, suspected or unsuspected, and whether or
      not
      heretofore asserted, and which in any way relates to or arises out of (i) the
      IRU Agreement; (ii) the Dial Access Agreement; and (iii) the QC AZ
      Counterclaims. Nothing in this Section relieves Pac-West from liability for
      any
      of its obligations under the WSA, as amended by the WSA Amendment or any other
      agreement between the parties and or their affiliates, or the Reserved
      Claims.





(c)  The
      claims referenced in this Section, include, but are not limited to, any and
      all
      demands, lawsuits, debts, accounts, covenants, agreements, rights of recovery,
      liabilities, liens, obligations, losses, costs, expenses, remedies,
      indemnification responsibilities, and causes of action of any nature, whether
      in
      contract or in tort, whether based upon fraud or misrepresentation, breach
      of
      duty, or common law, or arising or by virtue of any judicial decision, federal,
      state or regulatory statute or regulation, for past, present and future harm,
      property or economic damage, and for all other losses and damages of any kind,
      including, but not limited to, the following: all actual damages; all exemplary,
      punitive and statutory damages; all penalties of any kind; damage to business
      reputation; lost profits or good will; consequential damages; damages ensuing
      from loss of credit; costs of mobilization and demobilization, and pre-judgment
      and post-judgment interest, costs and attorneys' fees; provided, however, that
      the term “claim” referenced in this Section does not include and shall not be
      construed to include any claim for breach of any warranty or obligation created
      by or arising under this Agreement, the IRU Agreement, the Dial Access Agreement
      or the AZ Interconnection Agreement. The claims do not, however, include the
      Reserved Claims.




4
 **CONFIDENTIAL
          AND PROPRIETARY**


8.  Acknowledgement
      of Set-Off and Recoupment .
      Each
      Party acknowledges that payments due by one Party to the other Party under
      the
      WSA and the Dial Access Agreement arise under a single agreement and, in the
      event of either Party’s breaching its payment obligations, the non-breaching
      Party is entitled to set off and recoup payments to the breaching
      Party.





9.  Confidentiality. Neither
      of the Parties hereto shall disclose the terms of this Agreement, without the
      express written consent of the other Party hereto, except as expressly required
      by law or in response to an order of a court of competent jurisdiction or a
      subpoena issued under the authority thereof, which order or subpoena requires
      such disclosure, provided however, that the disclosing party shall promptly
      notify the other party prior to making any such disclosure so that the other
      party may seek an appropriate protective order and/or waive compliance with
      the
      terms of this Agreement.





10.  Effective
      Date .
      The
      Parties acknowledge that they are entering into the WSA Amendment, the Dial
      Access Amendment and the Interconnection Amendment concurrently herewith. The
      terms and conditions of this Agreement shall only take effect upon Pac-West
      and
      QCC entering into the WSA Amendment, the Dial Access Amendment and the
      Interconnection Amendment. This Agreement shall be effective as of the later
      of:
      (i) the date that this Agreement is fully executed by the Parties; (ii) the
      date
      the WSA Amendment is fully executed by the Parties; (iii) the date the Dial
      Access Amendment is fully executed by the Parties or (iv) the date the
      Interconnection Amendment is fully executed by the Parties and the payment
      of
      the amount called for by section 2 of the Dial Access Amendment has been
      received by Pac-West (the “Effective Date”).







11.  Representations
      and Warranties .
      Each
      party represents and warrants to the other that:






(a)  It
      has
      the full power and authority to enter into this Agreement, including the power
      to enter into the release set forth in Section 7 above;






(b)  It
      has
      not sold, assigned, transferred, conveyed, hypothecated, encumbered or otherwise
      disposed of an interest in any of the claims or demands relating to any subject
      matter covered by this Agreement and is the sole owner of the claims or demands,
      unless otherwise set forth herein or disclosed publicly;






(c)  Prior
      to
      and in connection with the execution of this Agreement, it has been apprised
      of
      sufficient relevant data from sources selected by it so as to exercise its
      judgment intelligently in deciding whether to execute this document and further
      declares that its decision is not predicated on or influenced by any
      declarations or representations not expressly incorporated into this Agreement.
      This Agreement is executed voluntarily by it with full knowledge of its
      significance and legal effect;




5
 **CONFIDENTIAL
          AND PROPRIETARY**


(d)  It
      has
      entered into this Agreement after conferring with legal counsel. Any drafting
      errors or ambiguities contained in this Agreement are to be construed as mutual
      mistakes, rather than against the drafter;





(e)  It
      has
      carefully reviewed the Agreement and the covenants contemplated herein, and
      has
      determined that such covenants, including, but not limited to those relating
      to
      the Settlement Payment, represent reasonable and sufficient compensation for
      the
      consideration given by the other Party in exchange for such covenants.





12.  No
      Admissions .
      This
      Agreement is part of the compromise and settlement of contested claims. No
      action taken by the parties hereto, either previously or in connection with
      the
      compromise reflected in this Agreement, shall be deemed or construed to be
      an
      admission of the truth or falsity of any matter pertaining to any claim, demand,
      or cause of action referred to herein or relating to the subject matter of
      this
      Agreement, or any acknowledgment by them, or any of them, of any fault or
      liability to any Party or to any other person in connection with any matter
      or
      thing.





13.  Notices .
      Any
      notice or approval required or permitted under this Agreement or the Dial Access
      Agreement shall be in writing and shall be sent by registered or certified
      mail,
      postage prepaid, or by facsimile (so long as duplicate notification is sent
      via
      regular U.S. Mail) to the following addresses or to any other address designated
      by prior written notice:




For
                  Pac-West:
              
              For
                  QWEST:Pac-West
                  Telecomm Inc.
              
              Qwest
                  Communications Corporation1776
                  W. March Lane Suite 250
              
              1801
                  California Street, 10thFloorStockton,
                  California 95204
              
              Denver,
                  Colorado 80202Phone
                  #:(209) 926-3300
              
              Facsimile
                  #: (303) 295-6973Facsimile
                  #:(209) 444-3520
              
              Attn:
                  Legal Department - WholesaleAttention:
                  Chief Financial OfficerWith
                  a Copy to:
              
              With
                  copy to:Pac-West
                  Telecomm Inc.
              
              Qwest
                  Communications Corporation1776
                  W. March Lane Suite 250
              
              1801
                  California Street, 24th FloorStockton,
                  California 95204
              
              Denver,
                  Colorado 80202Phone
                  #:(209) 926-3300
              
              Phone
                  #: (303) 992-1400Facsimile
                  #:(209) 444-3520
              
              Facsimile
                  #: (303) 896-7358Attention:
                  Vice President & General Counsel
              
              E-mail:
                  steven.hansen@qwest.comAttn:
                  Steve Hansen, Vice President, CarrierRelations


14.  Successors
      and Assigns .
      All
      covenants and agreements herein shall bind and inure to the benefit of the
      respective successors, assigns, representatives, employees, transferees,
      directors, officers, attorneys, parent companies, subsidiaries, divisions,
      partners and joint venturers of the Parties.





6
 **CONFIDENTIAL
          AND PROPRIETARY**


15.  Arbitration;
      Governing Law .
      Colorado state law, without regard to choice-of-law principles, governs all
      matters arising out of, or relating to, this Agreement. Any legal proceeding
      arising out of, or relating to this Agreement will be brought in a United States
      District Court, or absent federal court jurisdiction, in a state court of
      competent jurisdiction, in the location of the Party to the Agreement not
      initiating the action.




16.  No
      Waiver .
      The
      failure of either Party hereto at any time to require performance of any
      provisions hereof shall in no manner affect the future right to enforce the
      same. No waiver by any Party hereto of any condition, or the breach of any
      term,
      provision, warranty, representation, agreement or covenant contained in this
      Agreement, whether by conduct or otherwise, in any one or more instances shall
      be deemed or construed as a further or continuing waiver of any such condition
      or breach or a waiver of any other condition or of the breach of any other
      term,
      provision, warranty, representation, agreement or covenant herein
      contained.





17.  Entire
      Agreement .
      All
      amendments to this Agreement shall be in writing and signed by both Parties.
      This Agreement, together with the WSA, (i) the Dial Access Agreement and (ii)
      the AZ Interconnection Agreement, are intended by the Parties to be a complete
      and final expression of their agreement, and may not be contradicted by evidence
      of any prior or contemporaneous written or oral agreement concerning the subject
      matter herein.




18.  Counterparts .
      This
      Agreement may be executed in two or more counterparts and by facsimile, each
      of
      which shall be deemed an original, but all of which together shall constitute
      one and the same instrument. It shall not be necessary in making proof of this
      Agreement or the terms of this Agreement to produce or account for more than
      one
      of such counterparts.





7
 
 **CONFIDENTIAL
          AND PROPRIETARY**


IN
      WITNESS THEREOF, the Parties have caused this Settlement and Restructuring
      Agreement to be executed on the dates set forth below.





QWEST
      COMMUNICATIONS CORPORATION  PAC-WEST
      TELECOMM, INC.






/s/
      Richard Notebaert _______________   /s/
      Hank Carabelli ____________________







Date:
      _ 09/29/2006 _________________   Date:
      _ 09/29/2006 ___________________











QWEST
      CORPORATION





/s/
      Oren Shaffer _____________________








Date:
      __ 09/29/2006 __________________








8
 **CONFIDENTIAL
            AND PROPRIETARY**


**Exhibit
      A**


**To**


**SETTLEMENT
      AND RESTRUCTURING AGREEMENT**


**__________________________**





Form
      AZ
      Interconnection Amendment


**CONFIDENTIAL
          AND PROPRIETARY**


**Exhibit
      B**


**To**


**SETTLEMENT
      AND RESTRUCTURING AGREEMENT**


**__________________________**





Form
      WSA
      Amendment


**CONFIDENTIAL
          AND PROPRIETARY**


**Exhibit
      C**


**To**


**SETTLEMENT
      AND RESTRUCTURING AGREEMENT**


**__________________________**





Form
      Dial
      Access Amendment










**CONFIDENTIAL
        AND PROPRIETARY**