**EXTENSION
      OF AGREEMENT**




**THIS** **AGREEMENT** (“Agreement”)
      is made and entered into this 25th day of October 2006, by and between Pac-West
      Telecomm, Inc., a California corporation (the “Company”), and Wallace W. Griffin
      (“Board Chairman”).




Whereas,
      the Board of Directors have determined that given the circumstances facing
      the
      corporation and the need for an increasingly active board Chairman it is in
      the
      best interest of the Company and its various stakeholders to continue to retain
      the services of Mr. Griffin as described in the Separation Agreement previously
      executed on October 21, 2003 and modified hereby; and




Whereas,
      Mr. Griffin and the Board of directors wish to evidence in writing their
      agreement to extend the Separation Agreement on the terms set forth herein
      for
      an initial term of six months commencing October 1, 2006 and ending March 31,
      2007 with provision for automatic quarterly extensions as more particularly
      described below;




It
      is
      Therefore Agreed as follows:




1.  Compensation
      as Director and Board Chairman .
      For so
      long as he is a member of the Board of Directors of Company, Executive shall
      receive the sum of $5,000.00 per quarter payable in arrears as compensation
      for
      board service together with stock option grants on the same terms extended
      to
      outside directors. For so long as Executive serves as Chairman of the Board
      of
      Directors he shall receive $24,000.00 per quarter payable in arrears for
      performing the duties of Board Chairman and making himself available to assist
      the CEO of the corporation on special projects as reasonably requested by the
      CEO. Such payments shall commence with respect to the fourth calendar quarter
      of
      2006.




2.  Business
      Expenses and Support .
      During
      the term of his service as Board Chairman at the Company’s expense:




(a)
            Executive will have full use of his present Company
              office in Stockton, California (including a part-time administrative
              assistant);





(b)
            Executive will be provided with a home computer
              and a
              laptop and e-mail service;


(c)
            Company
                will continue to provide existing telephone service, including home
                and
                wireless services currently provided to Executive on the same terms
                such
                service is provided to the CEO;




(d)
            Title
                  to the Lexus vehicle owned by the Company and presently utilized
                  by Mr.
                  Griffin shall be transferred to Executive forthwith as contemplated
                  by the
                  terms of the Separation Agreement; provided that Mr. Griffin shall
                  reimburse the company in the amount of $15,120.64 which is required
                  to pay
                  off the existing financing on the vehicle at September 30, 2006.
                  Effective
                  as of the date of transfer of title, upkeep, maintenance and insurance
                  shall become the responsibility of
                  Executive.




(e)
            Reimbursement
                of expenses reasonably incurred on behalf of the corporation as approved
                by the audit committee of the board of
                directors.

















3.  Certain
      Covenants .




(a)
            The
                terms of Sections 6, 7, 8, 9, and 10 of the Executive Agreement,
                Sections
                8 and 9 (b) of the Separation Agreement and Section 3(b) of this
                Agreement
                shall survive this Agreement and remain fully enforceable in the
                manner
                set forth in Section 11 of the Executive Agreement, which is hereby
                incorporated herein.




(b)
            Unless
                specifically approved in writing by the Board of Directors or its’ Audit
                Committee, the Executive shall not, for a period of one year from
                the date
                of termination of this Agreement (the “Non-Compete Period”), for himself
                or on behalf of any other persons, firm, partnership, corporation,
                or
                other entity, engage, directly or indirectly, either as an officer,
                director, employee, partner, consultant, individual proprietor, agent,
                or
                otherwise (including, but not limited to, as an owner or shareholder),
                in
                any business which (A) provides telecommunication services of the
                type
                provided any time prior to the end of the Non-Compete Period by the
                Company and any of its affiliates (including, without limitation,
                (i)
                switched local service, (ii) switched long-distance service, (iii)
                dedicated transport services, (iv) collocate and interconnect services
                and
                (v) date switched services and including, without limitation,
                telecommunication services of the type provided by the Company and
                any of
                its affiliates to information service providers) or (B) provides
                services
                of the type which the Company and any of its affiliates have taken
                significant actions prior to the end of the Non-Compete Period to
                begin
                providing or of the type the Company or any of its affiliates have
                indicated that they plan to begin providing in any business plan
                or
                similar document delivered to Executive at any time prior to the
                end of
                the Non-Compete Period, in each case within any of the Restricted
                Territories (as defined below); provided that the restrictions set
                forth
                in this Section 9(b) shall not prohibit Executive from being a passive
                owner of not more than 5% of the outstanding stock of any class of
                a
                corporation which is publicly traded; and provided further that the
                restrictions set forth in this paragraph shall not restrict the activities
                of Executive to the extent Executive has received the consent of
                the Board
                of Directors of the Company to such
                activities.




(c)
            In
                consideration of the performance by Executive of the obligations
                set forth
                in the covenants set forth and referred to in this Section 3, Mr.
                Griffin
                shall receive quarterly installments of $4,750.00 in arrears commencing
                on
                December 31, 2006, and on the last day of each quarter thereafter
                during
                the term of this Agreement.









For
      purposes of this Agreement, “Restricted Territories” shall mean any states or
      comparable jurisdictions in which the Company or its Subsidiaries are engaged
      in
      business prior to the end of the Non-Compete Period or have taken significant
      actions to begin engaging in business during that period, including, but not
      limited to, such states or comparable jurisdictions located within the United
      States of America, Canada and Mexico. Executive acknowledges that the geographic
      restrictions set forth above are reasonable and necessary to protect the good
      will of the Company’s business.







4.  Automatic
      Extension and Termination .
      This
      Agreement is for an initial term of two quarters commencing October 1, 2006
      and
      ending March 31, 2007. The term of this Agreement shall be automatically
      extended for one additional quarter at a time unless written notice of
      termination is given by Company or Mr. Griffin prior to the commencement of
      the
      final quarter of the then existing or extended term. In the event of early
      termination by the Company, Mr. Griffin shall be entitled to receive all amounts
      to which he would have been entitled pursuant to sections 1 and 3 of this
      Agreement through the end of the then current term. In the event of early
      termination by Mr. Griffin, he shall be entitled to receive only such amounts
      to
      which he is entitled through the date of termination. Notwithstanding anything
      to the contrary in the preceding sentences of this section, this Agreement
      shall
      terminate immediately in the event that Mr. Griffin is not elected to the board
      of directors at any subsequent annual meeting of the shareholders of Company
      and
      Mr. Griffin shall only be entitled to receive amounts which would have fallen
      due hereunder with respect to service through the end of the quarter during
      which he fails to be elected to the board.




5.  Notices .
      All
      notices necessary or desirable to be served hereunder shall be in writing and
      shall be: (i) personally delivered, or (ii) sent by certified mail, return
      receipt requested, postage prepaid, to the address for the intended recipient
      set forth below, or (iii) sent by facsimile telecopier to the facsimile telecopy
      number for the intended recipient set forth below, as follows:




(a)  If
      to the
      Company:




Pac-West
      Telecomm, Inc.


1776
      W.
      March Lane #250


Stockton,
      CA 95207


Attn:
      General Counsel


Telecopier:
      (209) 926-4444




(b)  If
      to
      Executive:







Mr.
      Wallace W. Griffin


3672
      Arrowhead Ct.


Stockton,
      CA 95219





Telecopier:
      [209-870-8010 ]









or
      to
      such other address or facsimile telecopy number as either party hereto may
      designate for itself or himself from time to time in a written notice served
      upon the other party hereto as provided herein. Any notice sent by mail as
      provided above shall be deemed delivered on the second (2nd) business day next
      following the postmark date which it bears. Any notice sent by facsimile
      telecopier as provided above shall be deemed delivered when sent.




6.  Confidentiality *.* ****** Executive
      acknowledges that he has had access to confidential information of the Company
      and its respective affiliates, and of their respective current and former
      shareholders, members, directors, officers, managers, independent contractors,
      trustees, beneficiaries, representatives, employees and agents, as a result
      of
      his employment by the Company. Executive hereby agrees not to use such
      confidential information personally or for the benefit of others. Executive
      further agrees not to disclose to anyone any such confidential information
      at
      any time in the future so long as such information remains
      confidential.




7.  Entire
      Agreement .
      This
      Agreement contains the entire agreement between the Company and Executive with
      respect to the subject matter hereof, and may not be modified or rescinded
      except pursuant to a written instrument signed by the party against whom
      enforcement is sought.




8.  Governing
      Law .
      This
      Agreement and the rights and obligations of the parties hereunder shall be
      governed by and construed in accordance with the laws of the State of
      California, without regard to the laws of the any other jurisdiction. Any suit,
      claim or other legal proceeding arising out of or relating to Executive’s
      engagement hereunder, the termination of Executive’s engagement hereunder, or
      this Agreement shall be brought exclusively in the federal or state courts
      located in San Joaquin County, California and for such purpose Executive and
      the
      Company hereby submit to personal jurisdiction in the State of California and
      to
      venue in such courts.




*
      * *
      *







**IN
      WITNESS WHEREOF** ,
      the
      parties hereto have executed this Agreement as of the day and year first above
      written.




**PAC-WEST
      TELECOMM, INC.**


a
      California corporation




By:  /s/
      Hank Carabelli


Hank
      Carabelli


President
      and Chief Executive Officer





By:
      /s/ Samuel Plum


Samuel
      Plum


Lead
      Independent Director & Chair of


Compensation
      Committee





/s/
      Wallace W. Griffin


Wallace
      W. Griffin