Confidential
      Treatment Requested by Pac-West Telecomm, Inc.


**PROPRIETARY
      AND CONFIDENTIAL**




**AMENDMENT
      NO. 2**


**TO**


**DIAL
      ACCESS SERVICES AGREEMENT**




**THIS
      AMENDMENT NO. 2** to Dial
      Access Services Agreement (this “Amendment”) is effective as of January 1st,
      2003 (the “Amendment Effective Date”) by and between **Qwest
      Communications Corporation** (“Customer”)
      and **Pac-West
      Communications Corporation** (“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. 2.




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




**WHEREAS** ,
      the
      Parties modified the Agreement by entering into Amendment No 1 to Dial
      Access Services Agreement effective as of June 28, 2002 (“Amendment
      1”);




**WHEREAS** ,
      the
      Parties desire to further 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.  The
      fifth
      sentence of Section 1(a) shall be deleted in its entirety.




2.  In
      Section 1(c), the following phrase shall be added after the words “the
      purchase, installation, and maintenance of all equipment”;
“. . . (with the exception of the Cisco
      equipment. . .”.




3.  A
      new
      sentence shall be added at the end of Section 1(e)(iii) as follows:
“To the
      extent that hardware maintenance is necessary, such maintenance will be covered
      under Customer’s maintenance agreement with Cisco Systems.”




4.  The
      second sentence of Section 1(e)(vii) shall be deleted in its
      entirety.




5.  The
      last
      sentence of Section 2(a) of the Agreement shall be deleted in its entirety
      and replaced by the following sentence: “All Ports under each of the Phases
      described below shall have expiration dates as set forth in
      Section 2(b).”




6.  Section 2(b)
      of the Agreement shall be deleted in its entirety and replaced by the following
      Section 2(b):




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


“(b)  Length




Except
      as
      provided in Sections 2(c) (Service Term Renewal), 3 (Early Termination),
      7(a) (Payment and Taxes), 12(a) (Service Installation Intervals),
      13(c) (Tariff Regulatory Changes), 13(d) (Tariff Misapplication),
      and
      21 (Force Majeure), the Service Term of this Agreement shall commence
      as
      provided in Section 2(a) above and shall extend until thirty-six (36)
      months after the activation of those Ports, ( *e.g.* ,
      the
      term for those Ports activated on May 1, 2003, shall extend until
      April 30, 2006).”




7.  Section 2(c)
      of the Agreement shall be deleted in its entirety and replaced by the following
      Section 2(c):




“(c)
      Renewal




Upon
      expiration, the term for each group of Ports shall be automatically extended
      on
      a month-to-month basis unless terminated by either Party by providing thirty
      (30) days written notice. The price for the Ports during the month-to-month
      extension shall be the then current price plus [**].




8.  Section 4
      of the Agreement shall be deleted in its entirely 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”).




**Phase I
      Port Commitment:** [**]
      Ports activated within 45 days of the Effective Date, at the locations sot
      forth
      in Exhibit 4.




**Phase 
      Port Commitment:** [**]
      additional Ports activated on or before June 30, 2002 at the locations
      set
      forth in Exhibit 4.




**Phase 3
      Port Commitment:** [**]
      additional Ports activated the later of May 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 Customer desires early activation of any Ports, Pac-West agrees
      to
      exercise its commercially reasonable efforts, subject to resource and personnel
      constraints, to accommodate Customer’s request.




9.  The
      third
      sentence of Section 5(b) of the Agreement shall be deleted in its entirety
      and replaced by the following:




“The
      monthly fee per active Port for a given calendar month or any fraction thereof
      shall be as follows: (1) [**] for those Ports delivered prior to calendar
      year 2003 for the years 2002 and 2003; (2) [**] for those Ports delivered
      in calendar year 2003 for the year 2003; and (3) [**] for all Ports
      starting on January 1. 2004, and for the remainder of the original term
      of
      the Agreement (“Port Rate”) plus any applicable taxes and surcharges in
      accordance with Section 7(b).”




2
 Confidential
            Information Redacted and Filed Separately with the Commission.
 Omitted
            Portions Indicated by [**].
 Confidential
          Treatment Requested by Pac-West Telecomm, Inc.




The
      fourth sentence of Section 5(b) shall be amended by deleting the words:
      “purchasing and providing hardware maintenance contracts with associated vendor
      Equipment as well as”.




10.  Exhibit 4
      shall be deleted in its entirety and replaced with the attached
      Exhibit 4.




11.  In
      consideration of Customer’s aid regarding reduction of maintenance fees
      associated with the Ports, Pac-West hereby agrees to pay Customer one half
      of
      the refund received from Cisco Systems, if any, for overcharges on maintenance
      as discovered by Customer.




12.  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.




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




QWEST
                COMMUNICATIONS CORPORATION
              
              By:/s/
                Jeff Baldvinsson
              
              Name:Jeff
                Baldvinsson
              
              Title:Senior
                Director
              
              Date:February
                4, 2003
            PAC-WEST
                TELECOMM, INC.
              
              By:/s/
                Michael B. Hawn
              
              Name:Michael
                B. Hawn
              
              Title:
                Vice President - CustomerNetwork
                Sales
              
              Date:February
                3, 2003


3


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


**SCHEDULE
      1**




**EXHIBIT
      4**




**Equipment
                Site**
            **Switch**
            **Total
                NAS**
            **Total
                Ports**Los
                Angeles, CA US
            LSANCARCDS3
            [**]
            [**]LSAOCAGIDSO
            [**]
            [**]LSANCARCDSJ
            [**]
            [**][**]
            [**]Oakland,
                CA US
            OKLDCAANDSO
            [**]
            [**]OKLDCAANDS1
            [**]
            [**][**]
            [**]Stockton
                CA, US
            SKTNCACZDSO
            [**]
            [**]SKTNCACZDS1
            [**]
            [**]**Total**
            
            [**]
            [**]


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