Confidential
      Treatment Requested by Pac-West Telecomm, Inc.


**PROPRIETARY
      AND CONFIDENTIAL**




**AMENDMENT
      NO. 3**


**TO**


**DIAL
      ACCESS SERVICES AGREEMENT**




**THIS
      AMENDMENT**  **No. 3** to Dial
      Access Services Agreement (this “Amendment’) is effective as of May 21, 2003
      (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. 3.




**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
      and
      Amendment No. 2 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.  Customer
      shall be permitted to order ports in the Reno, NV market. Pac-West has approved
      the use of 5 NAS (Network Access Server) boxes in Stockton to be used for Reno
      orders, and additional units may be approved for use with Reno orders if
      mutually agreed upon in writing between the parties. For all Reno ports, there
      will be a $3 per port monthly premium for backhaul added to Customer’s standard
      port price as outlined in item 9 of Amendment No. 2.




2.  Customer
      shall be permitted to order ports in the Las Vegas, NV market. Pac-West has
      approved the use of 2 NAS boxes for use with Las Vegas orders, and additional
      units may be approved for use with Las Vegas orders if mutually agreed upon
      in
      writing between the parties. For all Las Vegas ports, there will be a [**]
      per
      port monthly premium for backhaul added to Customer’s standard port price as
      outlined in item 9 of Amendment No. 2.




3.  The
      term
      of this Amendment shall be coterminous with the term specified in Amendment
      No. 2.




4.  Pac-West
      shall allow Customer to use NAS boxes 86, 87, and 88 located in the Los Angeles
      3 POP and NAS boxes 124, 125, 126, 127, 128, and 129 located in Oakland, and
      additional NAS boxes that are mutually agreed upon in writing between the
      parties to terminate Customer supplied PRI. All port commitments outlined in
      the
      Agreement shall remain unchanged. Pac-West shall continue to bill Customer
      for
      all port commitments as outlined in Schedule 1, Exhibit 4, of
      Amendment No. 2, regardless of whether the PRI is supplied by Pac-West
      or
      by Customer.




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




5.  In
      the
      event Customer desires Pac-West to supply PRI with the NAS equipment outlined
      in
      item 4 above, Customer shall provide Pac-West with sixty (60) days advance
      written notice. Pac-West shall supply the PRI to Customer within the 60-day
      timeframe in accordance with Section 12 (SLA) of the Agreement whereby
      if
      Pac-West is not able to meet this 60-day timeframe period, Customer may cancel
      the PRI without liability for any termination charges. This SLA requirement
      is
      specifically conditioned on the PRI being supplied at the same POP location,
      and
      a relocation of NAS boxes is not required.




6.  Pac-West
      and Customer agree to a modification of the current operational configuration
      utilizing NEAS technology on PRIs, as outlined In Section 1(a) of the
      Agreement. Pac-West and Customer agree to a new configuration of 2 trunk groups
      of 13 T-1s, with each trunk group having an active D-channel. The
      reconfiguration shall take place as mutually agreed upon in writing between
      the
      Parties.




7.  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:May
                21, 2003
            PAC-WEST
                TELECOMM, INC.
              
              By:/s/
                Wayne Bell
              
              Name:Wayne
                Bell
              
              Title:
                Vice President - Marketing andSP
                Sales
              
              Date:June
                3, 2003


2


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