Confidential
      Treatment Requested by Pac-West Telecomm, Inc.


**AMENDMENT
      NO. 1**


**TO**


**DIAL
      ACCESS SERVICES AGREEMENT**




**THIS
      AMENDMENT NO. 1** to Dial
      Access Services Agreement (this “Amendment”) is effective as of June
      28 th ,
      2002
      (the “Amendment Effective Date”) by and between **Qwest
      Communications Corporation** (“Customer”) and **Pac-West
      Telecomm, Inc.** (“Pac-West”). Pac-West and Customer are sometimes collectively referred to
      herein as the “Parties.” All defined or capitalized terms used herein shall have
      the same meanings ascribed to them in the Agreement, unless specifically
      otherwise provided in this Amendment No. 1.




**WHEREAS** ,
      Pac-West and Customer entered into that certain Dial Access Services Agreement
      effective as of January 31, 2002 (the “Agreement”);




**WHEREAS** ,
      the
      Parties desire to modify the Agreement as more particularly described
      below.




**NOW,
      THEREFORE** ,
      in
      consideration of the foregoing and other good and valuable consideration, the
      receipt and sufficiency of which are hereby acknowledged, the Parties agree
      as
      follows:




1.
            Section 4 of the Agreement shall be deleted in its entirety and replaced
                by the following Section 4:




**“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.




**Phase
      3 Port Commitment:** Minimum
      of [**] additional Ports activated the later of January 1, 2003 or the date
      the
      Ports are accepted by Qwest in accordance with Section 11 of the Agreement,
      at
      the locations set forth in Exhibit 4.




In
      the
      event that Qwest desires early activation of any Ports, Pac-West agrees to
      exercise its commercially reasonable efforts, subject to resource and personnel
      constraints, to accommodate Qwest’s request.”




2.
            All other terms and conditions in the Agreement shall remain in full
                force
                and effect and be binding upon the Parties. This Amendment and the
                Agreement set forth the entire understanding between the Parties
                as to the
                subject matter herein, and in the event there are any inconsistencies
                between the two documents, the terms of this Amendment shall
                control.




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


**IN
      WITNESS WHEREOF,** an
      authorized representative of each Party has executed this Amendment as of the
      dates set forth below.




**QWEST COMMUNICATIONS
              CORPORATION**
            **PAC-WEST
              TELECOMM, INC.**By:/s/
              Gordon Martin
            By:/s/
              Wallace W. GriffinName:Gordon
              Martin
            Name: Wallace
              W. GriffinTitle:Executive
              Vice President - Wholesale Markets
            Title: Chairman
              and CEODate:July
              16, 2002
            Date: June
              28, 2002




Confidential
        Information Redacted and Filed Separately with the Commission. Omitted Portions
        Indicated by [**].


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