<PAGE>
                                                                   EXHIBIT 10.66

                         SECURED DEMAND PROMISSORY NOTE

November 30, 2000                                                     $75,000.00


     On demand, H. Ravi Brar ("Maker"), hereby promises to pay to the order of
Pac-West Telecomm, Inc., a California corporation (the "Company"), at its office
at 1776 West March Lane, Suite 250, Stockton, California 95207, or such other
place as designated in writing by the holder hereof, the aggregate principal sum
of $75,000.000 together with interest thereon calculated form the date hereof in
accordance with the provisions of this Note.

     1.   Payment of Interest. Interest shall accrue on the outstanding
principal amount of this Note at a rate equal to the lesser of (i) 6.1% per
annum, compounded annually, or (ii) the highest rate permitted by applicable
law, and shall be payable at such time as the principal of this Note becomes
due and payable.

     2.   Payment of Principal and Note.

          (a)  Payment. This Note shall be payable in full including all
outstanding principal and interest immediately upon demand by Company.

          (b)  Prepayments. Maker may, at any time and from time to time
without premium or penalty, prepay all or any portion of the outstanding
principal amount of the Note; provided that any prepayment will be accompanied
by a payment of accrued interest on the portion being prepaid.

     3.   Pledge Agreement. The amounts due under this Note are secured by a
pledge of 20,000 shares of the Company's Common Stock, and the payment of the
principal amount and accrued interest under this Note as described in a Pledge
Agreement between Maker and Company of even date herewith ("Pledge Agreement").

     4.   Events of Default.

          (a)  Definition. For purposes of this Note, an Event of Default shall
be deemed to have occurred if:

               (i)  Maker fails to pay when due any amount owing or demanded by
     Company under the terms hereof; or

               (ii) Maker makes an assignment for the benefit of creditors or
     admits in writing his ability to pay his debts generally as they become
     due; or an order, judgment or decree is entered adjudicating Maker
     bankrupt or insolvent; or any order for relief with respect to Maker is
     entered under the Federal Bankruptcy Code; or Maker petitions or applies
     to any tribunal for the appointment of a custodian, trustee, receiver or
     liquidator of any substantial part of maker's assets, or commences any
     proceeding

                                       1



<PAGE>
     relating to maker under any bankruptcy, reorganization, arrangement,
     insolvency, readjustment of debt, dissolution or liquidation law of any
     jurisdiction; or such petition or application is filed, or any such
     proceeding is commenced against maker and either (A) Maker by any act
     indicates its approval thereof, consent thereto or acquiescence therein, or
     (B) such petition, application or proceeding is not dismissed within 60
     days.

          (b) Consequences of Events of Default.

               (i) If an Event of Default of the type described in subparagraph
     4(a)(ii) has occurred the aggregate principal amount of the Note (together
     with accrued interest thereon and all other amounts payable in connection
     therewith) shall become immediately due and payable without any action on
     the part of the Company, and Maker shall immediately pay to the Company all
     amounts due and payable with respect to the Note.

               (ii) If an Event of Default of the type described in subparagraph
     4(a)(i) has occurred Company may immediately institute such legal
     proceedings and remedies as necessary to enforce this Note and realize the
     value on the security under the Pledge Agreement.

     5. Full Recourse. This Note shall be full recourse as against the Maker.

     6. Certain Waivers. Maker, or his successors and assigns, hereby waives
diligence, presentment, protest and demand and notice of protest and demand,
dishonor and nonpayment of this Note, and expressly agrees that this Note, or
any payment hereunder, may be extended from time to time and that the holder
hereof may accept security for this Note or release security for this Note, all
without in any way affecting the liability of Maker hereunder.

     7. Cancellation. After all principal and accrued interest at any time owed
on this Note has been paid in full, this Note shall be surrendered to Maker for
Cancellation and shall not be reissued.

     8. Place of Payment. Payments of principal and interest are to be delivered
to the Company at the following address:

          Pac-West Telecomm, Inc.
          1776 West March Lane, Suite 250
          Stockton, California 95207
          Telecopy No. (209) 926-4444
          Attention: President

or such other address or to the attention of such other person as specified by
prior written notice to Maker.

     9. Costs of Collection. In the event that Maker fails to pay any amounts
due hereunder when due, Maker shall pay to the Company, in addition such amounts
due, all costs of


                                       2
<PAGE>

collection, including reasonable attorneys fees. In the event a court of
competent jurisdiction determines that this Note is not yet due or is otherwise
unenforceable at any time when enforcement is sought by the Company, the Company
shall pay all reasonable costs and attorneys' fees of Maker incurred in
connection with such attempted enforcement.

     10.  Governing Law. This Note is made under and governed by the internal
laws of the State of California.

     IN WITNESS WHEREOF, Maker has executed and delivered this Note as of the
date above.

                                             /s/ H. RAVI BRAR
                                             -----------------------------------
                                             H. Ravi Brar


                                       3
<PAGE>

                            PAC-WEST TELECOMM, INC.

                        EXECUTIVE STOCK PLEDGE AGREEMENT

     THIS PLEDGE AGREEMENT is made as of November 30, 2000, between H. Ravi Brar
("Pledgor"), and the Pac-West Telecomm, Inc., a California corporation (the
"Company").

     The Company has loaned Pledgor the sum of $75,000.00 pursuant to a Secured
Demand Promissory Note of even date ("Note"). This Pledge Agreement provides the
terms and conditions upon which the Note is secured by a Pledge to the Company
of 20,000 shares of the Company's Common Stock (the "Pledged Shares").

     NOW, THEREFORE, in consideration of the premises contained herein and other
good and valuable consideration the receipt and sufficiency of which are hereby
acknowledged, and in order to induce the Company to make the loan evidenced by
the Note, Pledgor and the Company hereby agree as follows:

     1.   Pledge. Pledgor hereby pledges to the Company, and grants to the
Company a security interest in, the Pledged Shares as security for the prompt
and complete payment when due of the unpaid principal of and interest on the
Note and full payment and performance of the obligations and liabilities of
Pledgor hereunder.

     2.   Delivery of Pledged Shares. Upon the execution of this Pledge
Agreement, Pledgor shall deliver to the Company certificate(s) representing the
Pledged Shares, together with duly executed forms of assignment sufficient to
transfer title thereto to the Company.

     3.   Voting; Cash Dividends. Notwithstanding anything to the contrary
contained herein, during the terms of the Pledge Agreement until such time as
there exists a default in the payment of principal or interest on the Note or
any other default under the Note or hereunder, Pledgor shall be entitled to all
voting rights with respect to the Pledged Shares and shall be entitled to
receive all cash dividends paid in respect to the Pledged Shares. Upon the
occurrence of and during the continuance of any such default, Pledgor shall no
longer be able to vote the Pledged Shares and the Company shall retain all such
cash dividends payable on the Pledged Shares as additional security hereunder.

     4.   Stock Dividends; Distributions, etc. If, while this Pledge Agreement
is in effect, Pledgor becomes entitled to receive or receives any securities or
other property in addition to, in substitution of, or in exchange for any of the
Pledged Shares (whether as a distribution in connection with any
recapitalization, reorganization or reclassification, a stock dividend or
otherwise), Pledgor shall accept such securities or other property on behalf of
and for the benefit of the Company as additional security for Pledgor's
obligation under the Note and shall promptly deliver such additional security to
the Company together with duly executed forms of assignment, and such additional
security shall be deemed to be part of the Pledged Shares hereunder.

     5.   Default. If Pledgor defaults in the payment of the principal or
interest under the Note when it becomes due (whether upon demand, acceleration
or otherwise) or any other event of default under the Note or this Pledge
Agreement occurs (including the bankruptcy or insolvency of Pledgor), the
company may exercise any and all rights, powers and remedies of any owner of the
Pledged Shares (including the right to vote the shares and receive dividends and
distributions with respect to


                                       1

<PAGE>
such shares) and shall have and may exercise without demand any and all rights
and remedies granted to a secured party upon default under the Uniform
Commercial Code of California or otherwise available to the Company under
applicable law. Without limiting the foregoing, the Company is authorized to
sell, assign and deliver at its discretion, from time to time, all or any part
of the Pledged Shares at any private sale or public auction, on not less than
ten days written notice to Pledgor, at such price or prices and upon such terms
and the Company may deem advisable. Pledgor shall have no right to redeem the
Pledged Shares after any such sale or assignment. At any such sale or auction,
the Company may bid for, and become the purchaser of, the whole or any part of
the Pledged Shares offered for sale. In case of any such sale, after deducting
the costs, attorneys' fees and other expenses of sale and delivery, the
remaining proceeds of such sale shall be applied to the principal of and accrued
interest on the Note; provided that after payment in full of the indebtedness
evidenced by the Note, the balance of the proceeds of the sale then remaining
shall be paid to Pledgor and Pledgor shall be entitled to the return of any of
the Pledged Shares remaining in the hands of the Company. Pledgor shall be
liable for any deficiency if the remaining proceeds are insufficient to pay the
indebtedness under the Note in full, including the fees of any attorneys
employed by the Company to collect such deficiency.

     6.   Costs and Attorneys' Fees. All costs and expenses (including
reasonable attorneys' fees) incurred in exercising any right, power or remedy
conferred by this Pledge Agreement or in the enforcement thereof, shall become
part of the indebtedness secured hereunder and shall be paid by Pledgor or
repaid from the proceeds of the sale of the Pledged Shares hereunder. In the
event a court of competent jurisdiction determines that his Pledge Agreement is
not yet enforceable or is otherwise unenforceable at any time when enforcement
is sought by the Company, the company shall pay all reasonable costs and
attorneys fees of Pledgor incurred in connection with such attempted
enforcement.

     7.   Payment of Indebtedness and Release of Pledged Shares.  Upon payment
in full of the indebtedness evidenced by the Note, the company shall surrender
the Pledged Shares to Pledgor together with all forms of assignment.

     8.   No Other Liens, No Sales or Transfers. Pledgor hereby represents and
warrants that he has good and valid title to all of the Pledge Shares, free and
clear of all liens, security interests and other encumbrances, and Pledgor
hereby covenants that, until such time as all of the outstanding principal of
and interest on the Note has been repaid, Pledgor shall not (i) create, incur,
assume or suffer to exist any pledge, security interest, encumbrance, lien or
charge of any kind against the Pledged Shares or Pledgor's rights or a holder
thereof, other than pursuant to this Agreement, or (ii) sell or otherwise
transfer any Pledged Shares or any interest therein.

     9.   Further Assurances. Pledgor agrees that at any time and from time to
time upon the written request of the Company, Pledgor shall execute and deliver
such further documents (including UCC financing statements) and do such further
acts and things as the Company may reasonably request in order to effect the
purposes of this Pledge Agreement.

     10.  Severability. Any provision of this Pledge Agreement which is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.

                                       2
<PAGE>


     11.  No Waiver, Cumulative Remedies.  The Company shall not by any act,
delay, omission or otherwise be deemed to have waived any of its rights or
remedies hereunder, and no waiver shall be valid unless in writing, signed by
the Company, and then only to the extent therein set forth. A waiver by the
Company of any right or remedy hereunder on any one occasion shall not be
construed as a bar to any right or remedy which the Company would otherwise have
on any future occasion.  No failure to exercise nor any delay in exercising on
the part of the Company, any right, power or privilege hereunder shall preclude
any other or further exercise thereof or the exercise of any other right, power
or privilege. The rights and remedies herein provided are cumulative and may be
exercised singly or concurrently, and are not exclusive of any rights or
remedies provided by law.

     12.  Waiver, Amendments; Applicable Law.  None of the terms or provisions
of this Pledge Agreement may be waived, altered, modified or amended except by
an instrument in writing duly executed by the parties hereto. This Agreement
and all obligations of the Pledgor hereunder shall together with the rights and
remedies of the company hereunder, inure to the benefit of the Company and its
successors and assigns. This Pledge Agreement shall be governed by, and be
construed and interpreted in accordance with, the laws of the State of
California.

     IN WITNESS WHEREOF, this Pledge Agreement has been executed as of the date
first above written.



                                        PAC-WEST TELECOMM, INC.



                                        By:  RICHARD E. BRYSEN
                                           ------------------------------
                                        Name:  Richard E. Brysen
                                             ----------------------------
                                        Its:   Chief Financial Officer
                                            -----------------------------
                                        By:
                                           ------------------------------
                                        Name:
                                             ----------------------------
                                        Its:
                                            -----------------------------


                                        /s/ H. RAVI BRAR
                                        ---------------------------------
                                        H. RAVI BRAR






                                       3

<PAGE>
                         SECURED DEMAND PROMISSORY NOTE

December 20, 2000                                                     $30,000.00

      On demand, H. Ravi Brar ("Maker"), hereby promises to pay to the order of
Pac-West Telecomm, Inc., a California corporation (the "Company"), at it office
at 1776 West March Lane, Suite 250, Stockton, California 95207, or such other
place as designated in writing by the holder hereof, the aggregate principal sum
of $30,000.00 together with interest thereon calculated from the date hereof in
accordance with the provisions of this Note.

      1. Payment of Interest. Interest shall accrue on the outstanding
principal amount of this Note at a rate equal to the lesser of (i) 6.1% per
annum, compounded annually, or (ii) the highest rate permitted by applicable
law, and shall be payable at such time as the principal of this Note becomes
due and payable.

      2. Payment of Principal and Note.

         (a) Payment. This Note shall be payable in full including all
outstanding principal and interest immediately upon demand by Company.

         (b) Prepayments. Maker may, at any time and from time to time without
premium or penalty, prepay all or any portion of the outstanding principal
amount of the Note; provided that any prepayment will be accompanied by a
payment of accrued interest on the portion being prepaid.

      3. Pledge Agreement. The amounts due under this Note are secured by a
pledge of 38,000 shares* of the Company's Common Stock, and the payment of the
principal amount and accrued interest under this Note as described in a Pledge
Agreement between Maker and Company of even date herewith ("Pledge Agreement").

      4. Events of Default.

         (a) Definition. For purposes of this Note, an Event of Default shall
be deemed to have occurred if:

             (i) Maker fails to pay when due any amount owing or demanded by
      Company under the terms hereof; or

             (ii) Maker makes an assignment for the benefit of creditors or
      admits in writing his inability to pay his debts generally as they become
      due; or an order, judgment or decree is entered adjudicating Maker
      bankrupt or insolvent; or any order for relief with respect to Maker is
      entered under the Federal Bankruptcy Code; or Maker petitions or applies
      to any tribunal for the appointment of a custodian, trustee, receiver or
      liquidator of any substantial part of maker's assets, or commences any
      proceeding


* These 38,000 shares include the 20,000 shares which are pledged under the
  separate ????

<PAGE>
     relating to maker under any bankruptcy, reorganization, arrangement,
     insolvency, readjustment of debt, dissolution or liquidation law of any
     jurisdiction; or such petition or application is filed, or any such
     proceeding is commenced against maker and either (A) Maker by any act
     indicates its approval thereof, consent thereto or acquiescence therein, or
     (B) such petition, application or proceeding is not dismissed within 60
     days.

          (b)  Consequences of Events of Default.

               (i)  If an Event of Default of the type described in subparagraph
     4(a)(ii) has occurred the aggregate principal amount of the Note (together
     with accrued interest thereon and all other amounts payable in connection
     therewith) shall become immediately due and payable without any action on
     the part of the Company, and Maker shall immediately pay to the Company all
     amounts due and payable with respect to the Note.

               (ii) If an Event of Default of the type described in subparagraph
     4(a)(i) has occurred Company may immediately institute such legal
     proceedings and remedies as necessary to enforce this Note and realize the
     value on the security under the Pledge Agreement.

     5.   Full Recourse. This Note shall be full recourse as against the Maker.

     6.   Certain Waivers. Maker, or his successors and assigns, hereby waives
diligence, presentment, protest and demand and notice of protest and demand,
dishonor and nonpayment of this Note, and expressly agrees that this Note, or
any payment hereunder, may be extended from time to time and that the holder
hereof may accept security for this Note or release security for this Note, all
without in any way affecting the liability of Maker hereunder.

     7.   Cancellation. After all principal and accrued interest at any time
owed on this Note has been paid in full, this Note shall be surrendered to Maker
for Cancelation and shall not be reissued.

     8.   Place of Payment. Payments of principal and interest are to be
delivered to the Company at the following address:

          Pac-West Telecomm, Inc.
          1776 West March Lane, Suite 250
          Stockton, California 95207
          Telecopy No. (209) 926-4444
          Attention: President

or such other address or to the attention of such other person as specified by
prior written notice to Maker.

     9.   Costs of Collection. In the event that Maker fails to pay any amounts
due hereunder when due, Maker shall pay to the Company, in addition such amounts
due, all costs of


                                       2
<PAGE>
collection, including reasonable attorneys fees. In the event a court of
competent jurisdiction determines that this Note is not yet due or is otherwise
unenforceable at any time when enforcement is sought by the Company, the Company
shall pay all reasonable costs and attorneys' fees of Maker incurred in
connection with such attempted enforcement.

     10.  Governing Law. This Note is made under and governed by the internal
laws of the State of California.

     IN WITNESS WHEREOF, Maker has executed and delivered this Note as of the
date above.


                                        /s/ H. RAVI BRAR
                                        ------------------------------------
                                        H. RAVI BRAR
<PAGE>
                            PAC-WEST TELECOMM, INC.

                        EXECUTIVE STOCK PLEDGE AGREEMENT


     THIS PLEDGE AGREEMENT is made as of December 20, 2000, between H. Ravi
Brar ("Pledgor"), and the Pac-West Telecomm, Inc., a California corporation
(the "Company").

     The Company has loaned Pledgor the sum of $30,000.00 pursuant to a
Secured Demand Promissory Note of even date ("Note"). This Pledge Agreement
provides the terms and conditions upon which the Note is secured by as Pledge
to the Company of 38,000* shares of the Company's Common Stock (the "Pledged
Shares").

     NOW, THEREFORE, in consideration of the premises contained herein and
other good and valuable consideration the receipt and sufficiency of which are
hereby acknowledged, and in order to induce the Company to make the loan
evidenced by the Note, Pledgor and the Company hereby agree as follows:

     1.   Pledge. Pledgor hereby pledges to the Company, and grants to the
Company a security interest in, the Pledged Shares as security for the prompt
and complete payment when due of the unpaid principal of and interest on the
Note and full payment and performance of the obligations and liabilities of
Pledgor hereunder.

     2.   Delivery of Pledged Shares. Upon the execution of this Pledge
Agreement, Pledgor shall deliver to the Company certificate(s) representing the
Pledged Shares, together with duly executed forms of assignment sufficient to
transfer title thereto to the Company.

     3.   Voting: Cash Dividends. Notwithstanding anything to the contrary
contained herein, during the terms of the Pledge Agreement until such time as
there exists a default in the payment of principal or interest on the Note or
any other default under the Note or hereunder, Pledgor shall be entitled to all
voting rights with respect to the Pledged Shares and shall be entitled to
receive all cash dividends paid in respect to the Pledged Shares. Upon the
occurrence of and during the continuance of any such default, Pledgor shall no
longer be able to vote the Pledged Shares and the Company shall retain all such
cash dividends payable on the Pledged Shares as additional security hereunder.

     4.   Stock Dividends; Distributions, etc. If, while this Pledge Agreement
is in effect, Pledgor becomes entitled to receive or receives any securities or
other property in addition to, in substitution of, or in exchange for any of
the Pledged Shares (whether as a distribution in connection with any
recapitalization, reorganization or reclassification, a stock dividend or
otherwise), Pledgor shall accept such securities or other property on behalf of
and for the benefit of the Company as additional security for Pledgor's
obligation under the Note and shall promptly deliver such additional security
to the Company together with duly executed forms of assignment, and such
additional security shall be deemed to be part of the Pledged Shares hereunder.

     5.   Default. If Pledgor defaults in the payment of the principal or
interest under the Note when it becomes due (whether upon demand, acceleration
or otherwise) or any other event of default under the Note or this Pledge
Agreement occurs (including the bankruptcy or insolvency of Pledgor), the
company may exercise any and all rights, powers and remedies of any owner of
the Pledged Shares (including the right to vote the shares and distributions
with respect to


*  These 38,000 shares include the 20,000 shares which are pledged under
   the ????
<PAGE>
such shares) and shall have and may exercise without demand any and all rights
and remedies granted to a secured party upon default under the Uniform
Commercial Code of California or otherwise available to the Company under
applicable law. Without limiting the foregoing, the Company is authorized to
sell, assign and deliver at its discretion, from time to time, all or any part
of the Pledged Shares at any private sale or public auction, on not less than
ten days written notice to Pledgor, at such price or prices and upon such terms
and the Company may deemed advisable. Pledgor shall have no right to redeem the
Pledged Shares after any such sale or assignment. At any such sale or auction,
the Company may bid for, and become the purchaser of, the whole or any part of
the Pledged Shares offered for sale. In case of any such sale, after deducting
the costs, attorneys' fees and other expenses of sale and delivery, the
remaining proceeds of such sale shall be applied to the principal of and accrued
interest on the Note; provided that after payment in full of the indebtedness
evidenced by the Note, the balance of the proceeds of sale then remaining shall
be paid to Pledgor and Pledgor shall be entitled to the return of any of the
Pledged Shares remaining in the hands of the Company. Pledgor shall be liable
for any deficiency if the remaining proceeds are insufficient to pay the
indebtedness under the Note in full, including the fees of any attorneys
employed by the Company to collect such deficiency.

     6.   Costs and Attorneys' Fees. All costs and expenses (including
reasonable attorneys' fees) incurred in exercising any right, power or remedy
conferred by this Pledge Agreement or in the enforcement thereof, shall become
part of the indebtedness secured hereunder and shall be paid by Pledgor or
repaid from the proceeds of the sale of the Pledged Shares hereunder. In the
event a court of competent jurisdiction determines that this Pledge Agreement is
not yet enforceable or is otherwise unenforceable at any time when enforcement
is sought by the Company, the company shall pay all reasonable costs and
attorneys fees of Pledgor incurred in connection with such attempted
enforcement.

     7.   Payment of Indebtedness and Release of Pledged Shares.  Upon payment
in full of the indebtedness evidenced by the Note, the company shall surrender
the Pledged Shares to Pledgor together with all forms of assignment.

     8.   No Other Liens, No Sales or Transfers. Pledgor hereby represents and
warrants that he has good and valid title to all of the Pledge Shares, free and
clear of all liens, security interests and other encumbrances, and Pledgor
hereby covenants that, until such time as all of the outstanding principal of
and interest on the Note has been repaid, Pledgor shall not (i) create, incur,
assume or suffer to exist any pledge, security interest, encumbrance, lien or
charge of any kind against the Pledged Shares or Pledgor's rights or a holder
thereof, other than pursuant to this Agreement, or (ii) sell or otherwise
transfer any Pledged Shares or any interest therein.

     9.   Further Assurances. Pledgor agrees that at any time and from time to
time upon the written request of the Company, Pledgor shall execute and deliver
such further documents (including UCC financing statements) and do such further
acts and things as the Company may reasonably request in order to effect the
purposes of this Pledge Agreement.

     10.  Severability. Any provision of this Pledge Agreement which is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.

                                       2
<PAGE>
      11. No Waiver, Cumulative Remedies. The Company shall not by any act,
delay, omission or otherwise be deemed to have waived any of its rights or
remedies hereunder, and no waiver shall be valid unless in writing, signed by
the Company, and then only to the extent therein set forth. A waiver by the
Company of any right or remedy hereunder on any one occasion shall not be
construed as a bar to any right or remedy which the Company would otherwise
have on any future occasion. No failure to exercise nor any delay in exercising
on the part of the Company, any right, power or privilege hereunder shall
preclude any other or further exercise thereof or the exercise of any other
right, power or privilege. The rights and remedies herein provided are
cumulative and may be exercised singly or concurrently, and are not exclusive of
any rights or remedies provided by law.

      12. Waiver, Amendments; Applicable Law. None of the terms or provisions
of this Pledge Agreement may be waived, altered, modified or amended except by
an instrument in writing duly executed by the parties hereto. This Agreement
and all obligations of the Pledgor hereunder shall together with the rights and
remedies of the Company hereunder; inure to the benefit of the Company and its
successors and assigns. This Pledge Agreement shall be governed by, and be
construed and interpreted in accordance with, the laws of the State of
California.

      IN WITNESS WHEREOF, this Pledge Agreement has been executed as of the
date first above written.

                                        PAC-WEST TELECOM, INC.


                                        By: /s/ WALLACE W. GRIFFIN
                                           -------------------------------------
                                        Name: Wallace W. Griffin
                                        Its: President & CEO


                                        By: /s/ H. WILSON
                                           -------------------------------------
                                        Name: H. Wilson
                                        Its: Vice President of HR


                                        /s/ H. RAVI BRAR
                                        ----------------------------------------
                                        H. RAVI BRAR


                                       3
<PAGE>
                      ASSIGNMENT SEPARATE FROM CERTIFICATE

      FOR VALUE RECEIVED, H. RAVI BRAR hereby assigns unto PAC-WEST TELECOMM,
INC., a California corporation, thirty-eight thousand (38,000) shares of the
common stock of said corporation to be held as security pursuant to Executive
Stock Pledge Agreements dated November 30, 2000 and December 20, 2000,
respectively, which shares are represented by Pac-West Telecomm, Inc.
Certificate No. 1295 dated May 1, 2000. The undersigned hereby irrevocably
constitutes and appoints the secretary of the corporation as attorney to
transfer the said stock on the books of the within-named corporation with full
power of substitution in the premises.


Dated: June 29, 2001                      /s/   H. RAVI BRAR
                                          --------------------------
                                                H. RAVI BRAR