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                                                                   Exhibit 10.56

October 2, 2000

Pac-West Telecom, Inc.                               [LOGO OF QWEST CORPORATION]
1776 W. March Lane
Suite 250
Stockton, CA 95207

Dear Mr. McCann:

We have received your request that, under Section 252(i) of the
Telecommunications Act of 1996, Pac-West Telecom, Inc. ("CLEC") wishes to "Pick
and Choose" in its entirety, the terms of the Interconnection Agreement and any
associated amendments, if applicable, ("Agreement") between AT&T Corporation and
Qwest Corporation fka US West Communications, Inc. ("Qwest") that was approved
by the Commission as an effective agreement in the State of Idaho. We understand
you have a copy of the agreement.

With respect to the aforementioned Agreement, Qwest and CLEC ("the Parties")
understand and agree:

1.     The Parties shall request the Commission to expedite its review and
approval of this Agreement. This Agreement shall become effective upon such
approval.

2.     Notwithstanding the mutual commitments set forth herein, the Parties are
entering into this Agreement without prejudice to any positions they have taken
previously, or may take in the future, in any legislative, regulatory, or other
public forum addressing any matters, including those relating to the types of
arrangements contained in this Agreement. Qwest may point out that it has
objected, and continues to object, to the inclusion of the terms and conditions
to which it objected in the proceedings involving the approval of the Underlying
Agreement.

3.     This Agreement contains provisions based upon the decisions and orders of
the FCC and the Commission under and with respect to the Act. Currently, court
and regulatory proceedings affecting the subject matter of this Agreement are in
various stages, including the proceedings where certain of the rules and
regulations of the FCC are being challenged. In addition, there is uncertainty,
and the regulatory and judicial proceedings which will occur as a result of that
decision, the Parties acknowledge that this Agreement may need to be changed to
reflect any changes in law. The Agreement has not been corrected to reflect the
requirements claims or outcomes of any proceedings that automatically change and
modify the Underlying Agreement, then like changes and modifications will
similarly be made to this Agreement. In addition, to the extent rules or laws
are based on regulatory or judicial proceedings as a result of the recent
Supreme Court decision, this Agreement will be amended to incorporate such
changes. In the event of a Commission ruling in a generic cost docket that
results in changes to the rates contained in this Agreement, the Agreement shall
be automatically modified to reflect such changes in rates.

4.     Subsequent to the execution of the Agreement, the FCC or the Commission
may issue decisions or orders that change or modify the rules and regulations
governing implementing of the Act. If such changes or modifications alter the
state of the law upon which the Underlying Agreement was negotiated and agreed,
and it reasonably appears that the parties to the Underlying Agreement would
have negotiated
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and agreed to different term(s), condition(s), or covenant(s) than as contained
in the Underlying Agreement had such change or modification been in existence
before execution of the Underlying Agreement, then this Agreement shall be
amended to reflect such different term(s), condition(s), or covenant(s). Where
the Parties fail to agree upon such an amendment, it shall be resolved in
accordance with the Dispute Resolution provision of the Underlying Agreement
which is being adopted pursuant to Section 252(i)

5.     This Agreement shall continue in force and effect through the term of the
Underlying Agreement. Thereafter, this Agreement can be terminated by either
party on thirty (30) days written notice, if another Interconnection Agreement
will not replace the current Agreement. If there is a replacement
Interconnection Agreement, one Party can notify the other Party that it is
requesting Section 251/253 negotiations under the Federal Telecommunications Act
of 1996 ("Act"). That notification will trigger the timeframes and procedures
contained in Section 252 of the Act, or pursuant to the timeframes set forth by
the appropriate state commission.  In the event of such notice, the arrangements
between our companies shall continue and be governed by the terms of the
expired agreement until the new agreement is approved by the appropriate state
commission.

6.     This agreement shall be interpreted in accordance with GTE Service Corp.
v Federal Communications Commission, No. 99-1176 (D.C. Cir. March 17, 2000). The
Parties shall not be bound by any language in the Underlying Agreement, or any
prior interpretation or performance under such language, that are inconsistent
with the Court's decision in GTE Service Corp v. Federal Communications
Commission.  The Parties also recognize that certain provisions of the terms and
conditions may be void or unenforceable as a result of the July 18, 1997 and
October 14, 1997 decisions of the United States Eighth Circuit Court of Appeals.
Additionally, this Agreement shall be interpreted in accordance with all other
relevent judicial or regulatory decisions.

7.     The Parties agree that Qwest's position has been, and continues to be,
that Interconnection Agreements entered into Pursuant to Sections 251 and 252 of
the Act, including the reciprocal compensation provisions of those Agreements,
apply only to local traffic.  Local Traffic is that traffic that originates and
terminates in the same local calling area. Each company bears the burden of
proof that the traffic being exchanged is in fact local in nature. "Pac-West's
position has been, and continues to be, that local traffic does not necessarily
exclude calls to internet service providers." "Qwest's position has been, and
continues to be, that reciprocal compensation does not apply to internet
traffic."

8.     CLEC adopts the terms and conditions of the AT&T Corporation Agreement
for interconnection with Qwest and in applying the terms and conditions, agrees
that Pac-West Telecom, Inc. be substituted in place of "AT&T Corporation"
throughout the Agreement wherever the latter appears.

9.     Qwest requests that notice to Qwest Corporation as may be required under
the Agreement shall be provided as follows:


    To:    Qwest Corporation
           Director Interconnection Compliance
           1801 California Street, Room 2410
           Denver, CO 80202

           With copy to:
           Qwest Corporation Law Department
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           Attention: General Counsel, Interconnection
           1801 California Street, 51st Floor
           Denver, CO 80202

    CLEC requests that notice to CLEC as may be required under the Agreement
    shall be provided as follows:

    To:    Mart McCann
           Regulatory Dept..
           Pac-West Telecom, Inc.
           1776 W. March Lane, Suite 250
           Stockton, CA 95207
           Phone: 209-926-4224

10.    CLEC represents and warrants that it is a certified provider of local
dialtone service in the State of Idaho, and that this Agreement will cover
services in that state only.

Please sign all three original copies of this letter; retain one copy; and
overnight two copies to Debi Hartl at 7800 East Orchard Road, Suite 250,
Englewood, CO 80111 by December 1, 2000. After December 1, 2000 Qwest may
rescind its willingness to consider the Agreement's terms and conditions, and
will consider that you have withdrawn from good faith negotiations.

Please note that Qwest will file this letter with the appropriate state
commission for approval; however, some state commissions will not approve the
letter until CLEC is certified by the state commission.  You may want to contact
the appropriate state commission to determine the requisite filing guidelines.


Sincerely,

/s/ Elizabeth J. Stamp
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Qwest Corporation
Elizabeth J. Stamp
Director - Interconnect
1801 California Road, Room 2410
Denver, CO 80202

I agree to all terms and conditions contained in this letter as indicated by my
signature below:

Pac-West Telecom, Inc.
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CLEC Name

/s/ John F. Sumptor
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Signature

John F. Sumptor
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Name

Vice President - Regulatory
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Title

November 10, 2000
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Date

Pac-West's signature on this document does not indicate its concurrence with
Qwest's position on reciprocal compensation or with any other terms that did
not appear in the Underlying Agreement being adopted or which would purport to
modify in any way the terms of the Underlying Agreement. Pac-West's signature
indicates only that it is adopting the Underlying Agreement in its entirety, as
Pac-West is permitted to do pursuant to Section 252(j) of the Communications Act
of 1934, as amended, 2 U.S.C. 252(i). Pac-West will of course abide by any final
determination as to the parties' obligations under the Underlying Agreement
pursuant to state requirements, FCC rules, or other applicable requirements of
judicial or regulatory authorities with jurisdiction.