**PROPRIETARY
      AND CONFIDENTIAL**




**AMENDMENT
      NO. 4**


**TO**


**DIAL
      ACCESS SERVICES AGREEMENT**




**THIS
      AMENDMENT NO. 4** to Dial
      Access Services Agreement (this “Amendment”) is effective as of July 18,
      2004 (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 this Agreement No. 4.




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




**WHEREAS** ,
      the
      Parties have modified the Agreement by entering into Amendment No. 1,
      Amendment No. 2, and Amendment No. 3 to Dial Access Services
      Agreement;




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




**NOW
      THEREFORE** ,
      in
      consideration of the mutual promises and covenants herein and in the Agreement,
      the Parties agree as follows:




1.  The
      Parties agree that all Extreme Black Diamond 6800 Ethernet Switches shall be
      removed by Pac-West and replaced with Cisco 4506 Ethernet Switches owned and
      provided by Customer.




2.  Customer
      shall be responsible for all maintenance on the Cisco 4506 Ethernet Switches
      that are replacing the Extreme Black Diamond 6800 Ethernet Switches owned and
      provided by Customer.




3.  Pac-West
      shall charge Customer a Time and Materials charge to remove the Extreme Black
      Diamond 6800 Ethernet Switches and install the Cisco 4506 Ethernet Switches.
      The
      Time and Materials charge and a complete description of all de-installation
      and
      installation services, including dates for the removal/installation, will be
      outlined in a Service Order Acknowledgement (“SOA”) signed and agreed upon
      between the parties. Pac-West will be responsible for any damage to the Cisco
      4506 Ethernet Switches during the installation process.




4.  All
      references to the Extreme Black Diamond 6800 Ethernet Switches in
      Exhibit 2-DAN Sparing Policy shall be deleted in their
      entirety.




5.  If
      Customer and Pac-West mutually agree to replace a Cisco 4506 Ethernet switch
      for
      any reason, then Customer is responsible for shipping the new Cisco 4506
      Ethernet switch to Pac-West.







6.  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, Carrier Management
              
              Date:June
                8, 2004
            PAC-WEST
                TELECOMM, INC.
              
              By:/s/
                Eric E. Jacobs
              
              Name:Eric
                E. Jacobs
              
              Title:
                Vice President and GM - SPMarkets
              
              Date:July
                9, 2004























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