**AGREEMENT
      REGARDING**


**COMPENSATION
      ON CHANGE OF CONTROL**


(As
      Amended and Restated)





This
      Agreement was initially made and entered into on the 17 day of August, 2004
      (the
“Effective Date”), by and between PAC-WEST TELECOMM, INC., a California
      corporation, (the “Company”) and Eric Jacobs, (“Executive”) who is employed by
      the Company at will as its Vice President Sales. This Agreement is being amended
      and restated in its entirety effective this 30 day of August, 2006.


**WHEREAS** ,
      the
      Board of Directors of Company (the “Board”) deem it to be in the best interests
      of the Company that the possibility of a future Change of Control (as
      hereinafter defined) exists and that the potential, or the occurrence of a
      Change of Control can result in significant distraction of key personnel because
      of the corporate and personal uncertainties inherent in such a situation;
      and


**WHEREAS** ,
      the
      Board has determined that it is of paramount importance and in the best
      interests of the Company and its shareholders to retain the services of
      Executive in the event of the imminence, or occurrence, of a Change of Control
      and to ensure Executive’s continued dedication and efforts in such event without
      undue distraction or concern for his or her personal financial and employment
      security; and


**WHEREAS** ,
      in
      order to assure that Executive remains in the employ of the Company or any
      Employer (as hereinafter defined), particularly in the event of a threat, or
      the
      occurrence, of a Change of Control, the Board desires that the Company enter
      into this agreement (the “Agreement”) with Executive to provide Executive with
      certain benefits in the event of termination of Executive’s employment within a
      period beginning nine (9) months before and ending twelve (12) months following
      a Change in Control;


**NOW,
      THEREFORE** ,
      it is
      agreed as follows:


1.  Term
      of Agreement .
      This
      Agreement is effective as of the Effective Date and shall remain in force and
      effect until the first anniversary of a Change of Control; provided, however,
      that the Company shall in all events remain liable to provide any amounts or
      benefits to which Executive became entitled hereunder prior to such
      anniversary.





2.  Definitions .
      For the
      purposes of this Agreement, the following definitions shall apply:


(a)  “ Base
      Salary ”
shall
      mean the highest annual base salary paid to Executive between the Effective
      Date
      and the Termination Date (as hereinafter defined).


(b)  “ Cause ”
shall
      mean the termination of Executive due to:


(i)  Executive’s
      theft or embezzlement, or attempted theft or embezzlement, of money or property
      of the Company or any of its affiliates, Executive’s perpetration or attempted
      perpetration of fraud, or Executive’s participation in a fraud or attempted
      fraud, on the Company or any of its affiliates or Executive’s unauthorized
      appropriation of, or Executive’s attempt to misappropriate, any tangible or
      intangible assets or property of the Company or any of its
      affiliates;


(ii)  Executive’s
      conviction or commission of a felony or conviction for any crime involving
      acts
      which tend to insult or offend community moral standards or public decency
      or
      that materially and adversely affect the reputation or business activities
      of
      the Company or its affiliates;


(iii)  Executive’s
      substance abuse, including abuse of alcohol or use of illegal narcotics, or
      other illegal drugs or substances, for which Executive fails to undertake and
      maintain treatment within fifteen (15) days after requested by the Company;
      or


(iv)  Executive’s
      refusal to carry out any lawful instructions of the Chief Executive Officer
      or
      the Board of Directors that are consistent with a reasonable, legitimate
      business purpose following receipt of written notice of such instructions from
      the Chief Executive Officer.


(c)  “ Change
      of Control ”
shall
      mean any of the following transactions:





(i)  The
      consummation of a consolidation or merger of the Company in which the Company
      is
      not the surviving entity, or pursuant to which the shares of the Company’s
      common voting equity are to be converted to cash, securities or other property,
      other than any such merger or consolidation in which the shareholders of the
      Company prior to such merger or consolidation own at least 50% of the voting
      equity of the successor entity following such merger or consolidation. For
      the
      purposes of this Agreement, a consolidation or merger with a corporation which
      was a wholly-owned direct or indirect subsidiary of the Company immediately
      before the consolidation or merger is not a Change of Control;


(ii)  The
      sale,
      lease, exchange or other transfer (in one transaction or a series of
      transactions) of all or substantially all of the Company’s assets, other than a
      sale or exchange in which the acquiring party is an affiliate of the Company
      in
      which at least 51%of the voting equity is held (directly or indirectly) by
      the
      shareholders of the Company; or


(iii)  Any
      person, as that term is used in Section 13(d) and 14(d) of the Exchange Act
      (other than the Company, any trustee or other fiduciary holding securities
      of
      the Company under an employee benefit plan of the Company, a direct or indirect
      wholly owned subsidiary of the Company or any other company owned, directly
      or
      indirectly, by the shareholders of the Company in substantially the same
      proportions as their ownership of the Company’s common voting equity), is or
      becomes the beneficial owner (within the meaning of Rule 13d-3 under the
      Exchange Act), directly or indirectly of 50% or more of the Company’s (or a
      successor’s) then outstanding common voting equity.


(d)  “ COBRA ”
shall
      mean the Consolidated Omnibus Reconciliation Act of 1985, as
      amended.





(e)  “ Demoted ”
shall
      mean circumstances in which the any of the following events or conditions take
      place without the written consent of Executive:


(i)  Executive’s
      Base Salary is reduced from its then current level; or


(ii)  A
      significant diminution in Executive’s title, duties or
      responsibilities.


(f)  “ Employer ”
shall
      mean the Company, or any parent, subsidiary, or affiliate of the Company (as
      defined pursuant to sections 414(b) or 414(c) of the Internal Revenue Code,
      as
      amended) or successor thereto, for which Executive performs services or is
      employed, from time to time.


(g)  “ Exchange
      Act ”
shall
      mean the Securities Exchange Act of 1934, as amended.


(h)  “ Termination
      Date ”
shall
      mean the effective date of any voluntary or involuntary termination of
      Executive’s employment.


3.  Compensation
      on Change of Control .
      In the
      event that Executive is Demoted or the employment of Executive is involuntarily
      terminated by the Company or its successor without Cause at any time during
      the
      twenty-one (21) month period beginning nine (9) months prior to the effective
      date of a Change of Control and ending twelve (12) months after the effective
      date of a Change of Control (the “Applicable Period”), Executive shall be
      entitled to receive (i) a lump sum payment equal to 150% of Executive’s Base
      Salary; and (ii) payment (or reimbursement to the extent necessary) by the
      Company of twelve (12) months of COBRA coverage premiums for the continuation
      of
      medical and dental and vision coverage on Executive, Executive’s spouse and
      dependents, to the extent elected by Executive and subject to Executive’s
      continued eligibility for such COBRA coverage, with all such payments subject
      to
      applicable income and employment tax withholding obligations. In the event
      that
      Executive is Demoted or the employment of Executive is involuntarily terminated
      by the Company without Cause within nine (9) months prior to the effective
      date
      of a Change of Control, the payments described above shall be made at the time
      of the Change of Control. In the event that Executive is Demoted or the
      employment of Executive is involuntarily terminated by the Company or its
      successor without Cause within twelve (12) months after the effective date
      of a
      Change of Control, the payments described above shall be made at the time
      Executive is Demoted or the employment of Executive is involuntarily terminated
      without Cause.


Notwithstanding
      the foregoing, the Company shall have the authority to delay any payments made
      pursuant to this Section 3 to the extent it deems necessary or appropriate
      to comply with Section 409A(a)(2)(B)(i) of the Internal Revenue Code of 1986,
      as
      amended (the “Code”) (relating to payments made to certain “key employees” of
      certain publicly-traded companies); in such event, any payments to which
      Executive would otherwise be entitled during the six (6) month period following
      the Termination Date will be paid on the first business day following the
      expiration of such six (6) month period.





4.  Limitations .
      No
      benefits shall be paid to Executive in the event of termination for cause,
      retirement, or voluntary resignation, except in the case of either a voluntary
      resignation and\or retirement following Demotion of Executive during the
      Applicable Period.


5.  Joint
      and Several Liability .
      Each
      entity included in the definition of “Employer” and any successors or assigns
      shall be jointly and severally liable with the Company under this
      Agreement.


6.  Section 280G
      Parachute Payments .


(a)  In
      the
      event that the payments and other benefits provided to Executive pursuant to
      this Agreement and any other agreement, benefit, plan, or policy of the Company
      (i) constitute “parachute payments” within the meaning of Section 280G of
      the Code and (ii) but for this Section 6, such payments and benefits
      would be subject to the excise tax imposed by Section 4999 of the Code,
      then Executive’s payments and other benefits under this Agreement and any other
      agreement, benefit, plan, or policy of the Company shall be payable either:
      (a) in full; or (b) as to such lesser amount which would result in no
      portion of such payments and other benefits being subject to excise tax under
      Section 4999 of the Code, whichever of the foregoing amounts, taking into
      account the applicable federal, state and local income taxes and the excise
      tax
      imposed by Section 4999, results in the receipt by Executive on an after-tax
      basis, of the greatest amount of payments and other benefits under this
      Agreement and any other agreement, benefit, plan, or policy of the Company.


(b)  Any
      determination required under this Section 6 shall be made in writing by the
      Company’s independent public accountants (the “Accountants”), whose
      determination shall be conclusive and binding upon Executive and the Company
      for
      all purposes. For purposes of making the calculations required by this
      Section 6, the Accountants shall make reasonable assumptions and
      approximations concerning applicable taxes and shall rely on reasonable, good
      faith interpretations concerning the application of Sections 280G and 4999
      of the Code. The Company and Executive shall furnish to the Accountants such
      information and documents as the Accountants shall reasonably request in order
      to make a determination under this Section 6. The Company shall bear all
      costs the Accountants may reasonably incur in connection with any calculations
      contemplated by this Section 6.


7.  Governing
      Law .
      This
      Agreement shall be governed by and construed and enforced in accordance with
      the
      laws of the State of California without giving effect to the conflict of law
      principles thereof.





8.  Successors
      and Assigns .
      This
      Agreement shall be binding upon and shall inure to the benefit of the Company,
      its successors and assigns, and the Company shall require any successor or
      assign to expressly assume and agree to perform the obligations of Company
      hereunder to the same extent that Company would be obligated to perform if
      no
      such succession or assignment had taken place assuming the existence of a Change
      of Control. The term Company as used herein shall include such successors and
      assigns. The terms “successors and assigns” as used herein shall mean a
      corporation or other entity acquiring all of the stock or all or substantially
      all of the assets and business of the Company whether by operation of law or
      otherwise.


9.  Entire
      Agreement\Severability .
      This
      Agreement constitutes the entire agreement between Company and Executive with
      respect to the matters covered and supersedes all prior agreements with respect
      thereto, including, but not limited to, the Agreement Regarding Compensation
      on
      Change of Control between Company and Executive, dated August 17, 2004. The
      individual provisions of this Agreement shall be deemed severable, and the
      invalidity or unenforceability of any provision hereof shall not affect the
      validity or enforceability of the other provisions hereof.


Notwithstanding
      the foregoing, Executive acknowledges that the Company, in the exercise of
      its
      sole discretion and without the consent of Executive, may amend or modify this
      Agreement in any manner and delay the payment of any severance or other benefits
      payable pursuant to this Agreement to the minimum extent necessary to meet
      the
      requirements of Section 409A of the Code as amplified by any Internal
      Revenue Service or U.S. Treasury Department guidance as the Company deems
      appropriate or advisable.










10.  Attorneys
      Fees .
      In any
      action or proceeding to enforce or interpret the provisions of this Agreement,
      the prevailing party shall be entitled to recover its attorney fees and costs
      including attorney fees and costs associated with any mediation, arbitration,
      court trial or proceedings and including fees and costs on appeal.





**COMPANY** **:**       **EXECUTIVE** **:**





PAC-WEST
      TELECOMM, INC.





By: /s/
      Henry Carabelli    /s/
      Eric
      Jacobs