**Exhibit10.12**

Roseville CommunicationsCompany

P.O. Box 969

Roseville,California 95678

January 16, 2001

Scott K. Barber

Executive Director, Network Operations

Roseville Telephone Company

P.O. Box 969

Roseville, California95678

Dear Scott:

Roseville CommunicationsCompany (the “Company”) considers it essential to the best interests of theCompany and its shareholders to foster the continued employment of keymanagement personnel in a period of uncertainty regarding the Company’s futurein light of the consolidation in the telecommunications industry.  In this connection, the Board of Directors ofthe Company (the “Board”) recognizes that the possibility of a change incontrol exists and that such possibility, and the uncertainty and questionswhich it necessarily raises among management, may result in the departure ordistraction of management personnel to the detriment of the Company and itsshareholders when their undivided attention and commitment to the bestinterests of the Company and its shareholders are particularly important.

Accordingly, theBoard has determined that appropriate steps should be taken to reinforce andencourage the continued attention and dedication of members of the Company’smanagement, including you, to their assigned duties without distraction in theface of potentially disturbing circumstances arising from the possibility of achange in control of the Company.

In order to induceyou to remain in the employ of the Company and in consideration of youragreement set forth in Section 2 hereof, the Company agrees that you shallreceive the benefits set forth in this letter agreement (“Agreement”) in theevent of a “change in control of the Company” and a “constructive termination”(each as defined in Section 2 hereof) under the circumstances described below.

1.             **Term ofAgreement.**  This Agreementshall commence on the date hereof and shall continue in effect through December31, 2001; *provided, however,*that commencing onJanuary 1, 2001 and each January 1 thereafter, the term of this Agreement shallautomatically be

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extended for oneadditional year unless, not later than by November 30 of the preceding year,the Company shall have given notice that it does not wish to extend thisAgreement; *provided, further,*that following achange in control of the Company (as hereinafter defined) the term of thisAgreement shall automatically extend to the date which is two (2) yearsfollowing such change in control.

2.             **Change inControl and Constructive Termination.**  No benefits shall be payable hereunder unlessthere shall have been a change in control of the Company and thereafter aconstructive termination, as set forth below. For purposes of this Agreement, a “change in control of the Company”shall be deemed to have occurred if (A) any “person” (as such term is used inSection 13(d) and 14(d) of the Exchange Act), other than a trustee or otherfiduciary holding securities under an employee benefit plan of the Company, isor becomes the “beneficial owner” (as defined in Rule 13d-3 under the ExchangeAct), directly or indirectly, of securities of the Company representingTwenty  percent (20%) or more of thecombined voting power of the Company’s then outstanding voting securities; (B)there is a merger or consolidation of the Company in which the Company does notsurvive as an independent public company; or (C) the business or businesses ofthe Company for which your services are principally performed are disposed ofby the Company pursuant to a partial or complete liquidation of the Company, asale of assets (including stock of a subsidiary) of the Company, orotherwise.  For purposes of thisAgreement, “constructive termination” shall mean  a change in control of the company, as wellas, and as a direct result thereof, (i) a decrease in the total amount of yourbase salary below its level in effect on the date hereof or as the same may beincreased from time to time, or a decrease in the bonus percentage to which youare entitled, without your consent, provided, however, nothing herein shall beconstrued to guarantee your bonus award if performance is below target, or (ii)a reduction in the importance of your job responsibilities without yourconsent, with the determination of whether a reduction in job responsibilityhas taken place to be in your discretion or, (iii) your geographical relocation without your consent.  Absentwritten consent, after a change in control of the Company, no action orinaction by you within ninety (90) days following the occurrence of the eventsdescribed in (i), (ii) or (iii) hereof shall be deemed consent to such events.

3.             **CompensationFollowing Change of Control and Constructive Termination.**  Subject to the terms and conditions of thisAgreement, following a change in control of the Company and constructivetermination, as defined in Section 2, the Company shall pay you a lump sumpayment, within ten (10) days after the constructive termination, in the amountequal to the sum of:

(A)          Thesum of your then effective annual base salary through the termination date andany accrued vacation pay, plus

(B)           twotimes the sum of (I) your full annual base salary on the date of theconstructive termination, plus (II) the greater of your target bonus or themost recent annual bonus paid to you.

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In addition, the Companyshall continue to provide to you and your family at the Company’s expense, fortwenty-four (24) months following the change in control and theconstructive termination, the life insurance, medical, dental and otherbenefits provided to you and your family immediately prior to the change incontrol and constructive termination. The Company also shall pay to you all legal fees and expenses incurredby you in seeking to obtain or enforce any right or benefit provided by thisAgreement.  You shall not be required tomitigate the amount of any payment provided for in this Section 3 by seekingother employment or otherwise, nor shall the amount of any payment or benefitprovided for in this Section 3 be reduced by any compensation earned by you asthe result of employment by another employer or by retirement benefits afterthe date of termination, or otherwise.

4.             **CertainAdditional Payments by the Company.**

(i)            Anything in this Agreement to thecontrary notwithstanding, in the event it shall be determined that any paymentor distribution by the Company to or for your benefit (whether paid or payableor distributed or distributable pursuant to the terms of this Agreement orotherwise, but determined without regard to any additional payments requiredunder this Section 4) (a “Payment”) would be subject to the excise tax imposedby Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”)or any corresponding provisions of state or local tax laws, or any interest orpenalties are incurred by you with respect to such excise tax (such excise tax,together with any such interest and penalties, are hereinafter collectivelyreferred to as the “Excise Tax”), then you shall be entitled to receive anadditional payment (a “Gross-Up Payment”) in an amount such that after yourpayment of all taxes (including any interest or penalties imposed with respectto such taxes), including, without limitation, any income taxes (and anyinterest and penalties imposed with respect thereto) and Excise Tax imposedupon the Gross-Up Payment, you retain an amount of the Gross-UpPayment equal to the Excise Tax imposed upon the Payments.

(ii)           Subject to the provisions of Section4(iii), all determinations required to be made under this Section 4, includingwhether and when a Gross-Up Payment is required and the amount of suchGross-Up Payment and the assumptions to be utilized in arriving at suchdetermination, shall be made by Ernst & Young LLP or such other certifiedpublic accounting firm as may be designated by you (the “Accounting Firm”),which shall provide detailed supporting calculations both to the Company andyou within 15 business days of the receipt of notice from you that there hasbeen a Payment, or such earlier time as is requested by the Company.  In the event that the Accounting Firm isserving as accountant or auditor for the individual, entity or group effectingthe change of control, you shall appoint another nationally recognizedaccounting firm to make the determinations required hereunder (which accountingfirm shall then be referred to as the Accounting Firm hereunder).  All fees and expenses of the Accounting Firmshall be borne solely by the Company. Any Gross-Up Payment, as determined pursuant to this Section 4,shall be paid by the Company to you within five days of the receipt of theAccounting Firm’s determination.  Anydetermination by the Accounting Firm shall be binding upon the Company andyou.  As a result of the uncertainty inthe application of Section 4999 of the Code at the time of the initialdetermination by the Accounting Firm hereunder, it is

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possible that Gross-UpPayments which will not have been made by the Company should have been made (“Underpayment”),consistent with the calculations required to be made hereunder. In the eventthat the Company exhausts its remedies pursuant to Section 4(iii) and youthereafter are required to make a payment of any Excise Tax, the AccountingFirm shall determine the amount of the Underpayment that has occurred and anysuch Underpayment shall be promptly paid by the Company to or for your benefit.

(iii)          You shall notify the Company inwriting of any claim by the Internal Revenue Service that, if successful, wouldrequire the payment by the Company of the Gross-Up Payment.  Such notification shall be given as soon aspracticable but no later than ten business days after you are informed inwriting of such claim and shall apprise the Company of the nature of such claimand the date on which such claim is requested to be paid.  You shall not pay such claim prior to the expirationof the 30-day period following the date on which you give such notice tothe Company (or such shorter period ending on the date that any payment oftaxes with respect to such claim is due). If the Company notifies you in writing prior to the expiration of suchperiod that it desires to contest such claim, you shall:

(A)          givethe Company any information reasonably requested by the Company relating tosuch claim,

(B)           takesuch action in connection with contesting such claim as the Company shall reasonablyrequest in writing from time to time, including, without limitation, acceptinglegal representation with respect to such claim by an attorney reasonablyselected by the Company,

(C)           cooperatewith the Company in good faith in order effectively to contest such claim, and

(D)          permitthe Company to participate in any proceedings relating to such claim; provided,however, that the Company shall bear and pay directly all costs and expenses(including additional interest and penalties) incurred in connection with suchcontest and shall indemnify and hold you harmless, on an after-tax basis,for any Excise Tax or income tax (including interest and penalties with respectthereto) imposed as a result of such representation and payment of costs andexpenses. Without limitation on the foregoing provisions of this Section4(iii), the Company shall control all proceedings taken in connection with suchcontest and, at its sole option, may pursue or forego any and alladministrative appeals, proceedings, hearings and conferences with the taxingauthority in respect of such claim and may, at its sole option, either directyou to pay the tax claimed and sue for a refund or contest the claim in anypermissible manner, and you agree to prosecute such contest to a determinationbefore any administrative tribunal, in a court of initial jurisdiction and inone or more appellate courts, as the Company shall determine; provided,however, that if the Company directs you to pay such claim and sue for arefund, the Company shall advance the amount of

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such payment to you, on an interest-free basisand shall indemnify and hold you harmless, on an after-tax basis, fromany Excise Tax or income tax (including interest or penalties with respectthereto) imposed with respect to such advance or with respect to any imputedincome with respect to such advance; and further provided that any extension ofthe statute of limitations relating to payment of taxes for your taxable yearwith respect to which such contested amount is claimed to be due is limitedsolely to such contested amount. Furthermore, the Company’s control of thecontest shall be limited to issues with respect to which a Gross-UpPayment would be payable hereunder and you shall be entitled to settle orcontest, as the case may be, any other issue raised by the Internal RevenueService or any other taxing authority.

(iv)          If, after your receipt of an amountadvanced by the Company pursuant to Section 4(iii), you become entitled toreceive any refund with respect to such claim, you shall (subject to theCompany’s complying with the requirements of Section 4(iii)) promptly pay tothe Company the amount of such refund (together with any interest paid orcredited thereon after taxes applicable thereto). If, after your receipt of anamount advanced by the Company pursuant to Section 4(iii), a determination ismade that you shall not be entitled to any refund with respect to such claimand the Company does not notify you in writing of its intent to contest suchdenial of refund prior to the expiration of 30 days after such determination,then such advance shall be forgiven and shall not be required to be repaid andthe amount of such advance shall offset, to the extent thereof, the amount ofGross-Up Payment required to be paid.

5.             **Successors; BindingAgreement.**

(i)            TheCompany will require any successor (whether direct or indirect, by merger,consolidation or otherwise) to all or substantially all of the business and/orassets of the Company to expressly agree to perform this Agreement.  Failure of the Company to obtain suchassumption and agreement prior to the effectiveness of any such successionshall be a breach of this Agreement and shall entitle you to compensation fromthe Company in the same amount and on the same terms as you would be entitledhereunder following a change in control of the Company and constructivetermination, except that for purposes of implementing the foregoing, the dateon which any such succession becomes effective shall be deemed the date onwhich you become entitled to such compensation from the Company.  As used in this Agreement, “Company” shallmean the Company as hereinbefore defined and any successor to its businessand/or assets as aforesaid which assumes and agrees to perform this Agreementby operation of law, or otherwise.

(ii)           This Agreement shall inure to thebenefit of and be enforceable by your executors, administrators, successors,heirs, distributees, devisees and legatees. If you should die while any amount would still be payable to youhereunder if you had continued to live, all such amounts, unless otherwiseprovided herein, shall be paid in accordance with the terms of this Agreementto your devisee, legatee or other designee or, if there is no such designee, toyour estate.

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6.             **Notice.** For purposes of this Agreement, notices andall other communications provided for in this Agreement shall be in writing andshall be deemed to have been duly given when delivered or mailed by UnitedStates registered mail, return receipt requested, postage prepaid, addressed tothe respective addresses set forth on the first page of this Agreement, *provided*that all notices to the Company shall be directedto the attention of the Board with a copy to the Secretary of the Company, orto such other address as either party may have furnished to the other inwriting in accordance herewith, except that notice of a change of address shallbe effective only upon receipt.

7.             **Miscellaneous.**  No provision of this Agreement may bemodified, waived or discharged unless such waiver, modification or discharge isagreed to in writing and signed by you and such officer as may be specificallydesignated by the Board.  No waiver byeither party hereto at any time of any breach by the other party hereto of, orcompliance with, any condition or provision of this Agreement to be performedby such other party shall be deemed a waiver of similar or dissimilarprovisions or conditions at the same or at any prior or subsequent time.  No agreements or representations, oral orotherwise, express or implied, with respect to the subject matter hereof havebeen made by either party which are not expressly set forth in thisAgreement.  The validity, interpretation,construction and performance of this Agreement shall be governed by the laws ofthe State of California.

8.             **Validity.**  The invalidity or unenforceability of anyprovision of this Agreement shall not affect the validity or enforceability ofany other provision of this Agreement, which shall remain in full force andeffect.

9.             **Counterparts.**  This Agreement may be executed in severalcounterparts, each of which shall be deemed to be an original but all of whichtogether will constitute one and the same instrument.

10.           **Supercedes PriorAgreements.**  The Company andyou agree that this Agreement supercedes all prior agreements, whether writtenor oral, relating to the subject matter of this Agreement including, withoutlimitation, any prior letter agreements relating to payments in the event of achange in control of the Company, or any provisions of any letters of offer ofemployment with the Company.”

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If this letter sets forthour agreement on the subject matter hereof, kindly sign and return to theCompany the enclosed copy of this letter which will then constitute ouragreement on this subject.
|                                        | Sincerely yours,                  |
|----------------------------------------|-----------------------------------|
|                                   |                              |   |
|                                   | ROSEVILLE  COMMUNICATIONS COMPANY |
|                                   |                              |   |
|                                   |                              |   |
|                                   | By                                | /s/ Thomas E. Doyle |   |   |
|                                   |                              |   | Thomas E. Doyle |
|                                   |                              |   | Chairman |
|                                   |                              |   |
|                                   |                              |   |
| AGREED TO this  29th day          |                              |   |
|                                   |                              |   |
| of January,  2001.                     |                              |   |
|                                   |                              |   |   |
|    /s/  Scott K. Barber |                              |   |   |
| Scott K. Barber                        |                              |   |
|                                        |                                   |  |  |  |  |  |

 

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