AMENDMENT NO. 1 TO SETTLEMENT AGREEMENT

This Amendment No. 1 To Settlement Agreement (hereinafter “Amendment No. 1") is made and entered into this 19th day of October 2004 by and between Pac-West Telecomm, Inc. (“Pac-West”), a California corporation, and SBC Telecommunications, Inc. on behalf of and as agent for Pacific Bell Telephone Company d/b/a SBC California (“SBC California”). Pac-West and SBC California are referred to individually herein as a “Party” and collectively herein as the “Parties.”

WHEREAS, on July 28, 2004 the Parties entered into a Settlement Agreement ("Settlement Agreement") resolving certain disputes between them; and

WHEREAS, Paragraph 5 of the Settlement Agreement provided that if during the remaining term of the 2003 Interconnection Agreement between the Parties the CPUC issued a decision in its UNE Relook Proceeding which adopted revised reciprocal compensation rates and required retroactive application of such revised rates, the provisions of the Settlement Agreement would govern any true-up payments to be made by either Party; and

WHEREAS, on September 23, 2004 the CPUC adopted D.04-09-063, which requires the retroactive true-up of certain UNE charges as set forth therein;

WHEREAS, the Parties desire to implement the terms of the Settlement Agreement and D.04-09-063 by agreeing upon the amount and timing of the true-up payment required;

NOW THEREFORE, in consideration of the foregoing, the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each Party to the other, Pac-West and SBC California, each intending to be legally bound hereby, covenant and agree as follows:

IN WITNESS WHEREOF, the Parties have caused this Settlement Agreement to be executed by their duly authorized officers as of the day and year first above written.