RESTATED AND AMENDED USAGE AGREEMENT

                  THIS  AGREEMENT  dated  as of  the  21st  day of  June,  1994,
restated  and amended as of November 1, 1995,  by and between  PACWEST  NETWORK,
INC. ("Licensee") and GST PACWEST TELECOM HAWAII, INCORPORATED ("GPTH").

                               W I T N E S S E T H

                  WHEREAS,  Licensee is a common  carrier  authorized to operate
microwave  transmission  facilities  located in Hawaii pursuant to licenses (the
"Licenses") issued by the Federal Communications Commission ("FCC"); and

                  WHEREAS,  GPTH is a common  carrier  that  owns  and  operates
microwave  transmission  facilities in Hawaii (the  "Facilities")  and wishes to
utilize  the  Licenses  in order to provide  its own  interstate  voice and data
communications services.

                  NOW THEREFORE, in consideration of the foregoing premises, the
mutual  promises and  covenants  contained  herein,  and other good and valuable
consideration,  the receipt and sufficiency of which is hereby acknowledged, the
parties agree as follows:

                  1. USE OF LICENSES.

                     (a) Licensee hereby authorizes GPTH to utilize the Licenses
to the  extent  of  ninety  percent  (90%) of the  total  transmission  capacity
available thorough the use of the Licenses.

                     (b)  GPTH  expressly  acknowledges  that  all  transmission
capacity  available  under the  Licenses  not  transferred  to GPTH  under  this
Agreement  shall be  available  to  Licensee  for  Licensee to transfer to other
customers in Licensee's sole discretion.


<PAGE>
                     (c) The capacity available GPTH under this Agreement may be
used by GPTH, in GPTH's sole discretion,  to fulfill  requirements for provision
of traffic  termination  services to carriers and bulk capacity customers and/or
to provide service to GPTH's own end user customers.

                  2. TECHNICAL STANDARDS AND REQUIREMENTS FOR INTERCONNECTION.

                     (a) INTERCONNECTION  STANDARDS.  GPTH shall deliver its own
traffic,  and shall require each of its  customers to deliver its traffic,  in a
digital DS-1 format at such points of presence as are determined by GPTH.

                     (b)  ACCESS  FACILITIES  AND  MINIMUM  LOADING.   GPTH  may
determine,  in its discretion,  minimum loading or minimum capacity requirements
applicable to its customers.  GPTH also may determine,  in its  discretion,  the
particular access  arrangements to be made available to its customers as well as
arrangements for interconnection to customers' facilities.

                  3.  WARRANTY.  GPTH will use its best  efforts to maintain the
overall  network  quality of the  capacity  provided  over the  Facilities.  The
quality of the services GPTH provides to its own customers  hereunder also shall
be consistent with common carrier industry standards, government regulations and
sound business practices.

                  4. TERM. The term of this  Agreement  commenced as of June 21,
1994 and shall terminate upon the occurrence of any of the


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<PAGE>
following  events  (unless  earlier  terminated  pursuant to the  provisions  of
Paragraph 5 below):

                     (a)   Termination  of  the  Restated  and  Amended  Traffic
Agreement  dated of even date between  Licensee and GST Telecom Inc., the parent
of GPTH.

                     (b)  Mutual  agreement  of the  parties to  terminate  this
Agreement.

                  5. TERMINATION FOR CAUSE. Either party shall have the right to
terminate  this  Agreement upon notice to the other party at any time during the
term hereof upon the occurrence of any of the following events:

                     (a) any  material  failure by a party to perform any of its
obligations  under this  Agreement  in the event that such  failure is not cured
within  thirty (30) days after the  defaulting  party  receives  notice from the
non-defaulting party of such failure;

                     (b) the  insolvency  of,  appointment  of a receiver of the
property of, or any assignment for the benefit of creditors of the other party;

                     (c) the filing of a voluntary or involuntary petition by or
against the other party under the Bankruptcy laws of the United States; or

                     (d) Licensee's  good faith  determination  that the acts of
GPTH or the terms of this  Agreement have been or are likely to be determined to
be inconsistent with the rules and policies of


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<PAGE>

the FCC or any other government agency having  jurisdiction over Licensee or the
Licenses.

                  6. INDEMNIFICATION.

                     (a) GPTH shall indemnify and hold Licensee harmless against
any and all damages,  claims,  actions or suits  arising out of or in connection
with GPTH's provision of capacity to third parties under this Agreement.

                     (b) In no event will either  party  hereto be liable to the
other party for any indirect,  special,  incidental or  consequential  losses or
damages,  including,  without limitation,  loss of revenue, loss of customers or
clients,  loss of  goodwill  or loss of profits  arising in any manner from this
Agreement and the performance or nonperformance of obligations hereunder.

                  7.  PAYMENT.  In  consideration  of the ability to utilize the
Licenses  pursuant to this Agreement,  GPTH shall pay Licensee the sum of $3,000
per month.

                  8.  NOTICES.  All notices and other  communications  hereunder
shall be given in  writing  and  shall be  deemed  to have  been  duly  given if
delivered  personally,  if transmitted by telecopier to the number(s) designated
below or if mailed by first class United States mail,  postage  prepaid,  to the
address(es)  designated  below,  or to such other  address  as either  party may
specify from time to time. All notices and other communications  hereunder shall
be deemed to have been given the date of receipt. If to Licensee:

                                    Pacwest Network, Inc.
                                    1701 Broadway


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<PAGE>

                                    Suite 307
                                    Vancouver, Washington  98663
                                    Attn:  Chief Executive Officer
                                    Telecopier: (360) 254-6964

                  If to GPTH:

                                   GST Pacwest Telecom Hawaii, Incorporated
                                   91-238 Kalaeola Blvd.
                                   Kapolei, Hawaii 96707-1820
                                   Attn: Chief Executive Officer
                                   Telecopier: (808) 682-2878

                  9. NO WAIVER.  No term or provision of this Agreement shall be
deemed  waived  and no breach or default  shall be deemed  excused  unless  such
waiver or consent  shall be in writing  and signed by the party  claimed to have
waived or  consented.  No  consent  by any  party to, or waiver  of, a breach or
default by the other, whether express or implied, shall constitute a consent to,
waiver of, or excuse for any different or subsequent breach or default.

                  10.  ASSIGNMENT.  Neither party shall assign this Agreement or
any of its rights or obligations  under this Agreement without the prior written
consent of the other party,  and any attempted  assignment or transfer by either
party not in compliance  with this  provision  shall be null and void AD INITIO.
This Agreement  shall bind and inure to the benefit of any permitted  successors
and assigns of the parties.

                  11.  APPLICABLE  LAW.  This  Agreement  shall be  construed in
accordance  with the laws of the State of Delaware,  not including the conflicts
of laws principles of that State.

                  12.  CONSTRUCTION.  It is  the  intent  of  the  parties  that
operation of the Facilities under this Agreement comply with the


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<PAGE>

Communications  Act of 1934, as amended,  and all  provisions of this  Agreement
shall be so construed.

                  13. SEVERABILITY.  If any provision of this Agreement shall be
declared  illegal,  invalid or unenforceable by any governmental  authority with
jurisdiction over GPTH, Licensee,  and/or the Facilities,  then the remainder of
this  Agreement  shall  remain in full force and effect  without  the  offending
provision,  provided  that such  remainder  substantially  reflects the original
agreement of the parties.

                  14.   AMENDMENTS.   This   Agreement   represents  the  entire
understanding  of the parties  hereto with respect to the subject matter hereof,
supersedes any and all prior  negotiations,  understandings  and agreements with
respect thereto, and may be amended only by a writing signed by both parties.

                  15.  NO JOINT  VENTURE.  Nothing  in this  Agreement  shall be
construed to make Licensee and GPTH joint  venturers or to impose upon either of
them any liability as such.

                  16. LIMITATIONS ON LIABILITY.  Neither GPTH nor Licensee shall
have any  liability  for failure to comply with this  Agreement  if such failure
results from the occurrence of any contingency  beyond the reasonable control of
such party.

                  17. COUNTERPARTS. This Agreement may be executed in any number
of counterparts,  each of which shall be considered an original and all of which
taken  together shall  constitute  one Agreement  binding on both of the parties
hereto,  notwithstanding  that  both  parties  shall  not have  signed  the same
counterpart.


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<PAGE>


                  IN WITNESS  WHEREOF,  the parties have executed this Agreement
as of the date first above written.

                                        PACWEST NETWORK, INC.
                                        ("Licensee")

                                        By: /s/ John Warta
                                            -------------------------------
                                            John Warta, President

                                        GST PACWEST TELECOM HAWAII, INCORPORATED
                                        ("GPTH")

                                        By: /s/ Robert H. Hanson,
                                            --------------------------------
                                            Robert H. Hanson, Vice President


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