WAIVER

Palo Alto, CA 94306

Technology & Life Sciences

May 11, 2006

Ravi Brar

Chief Financial Officer

1776 W. March Lane, Suite 250

Stockton, Ca 95207

Re: Pac-West Telecomm, Inc.

Dear Ravi:

Reference is made to that certain Loan and Security Agreement between Pac-West Telecomm, Inc. ("Borrower") and Comerica Bank ("Bank") dated as of November 9, 2005, as amended by that certain First Amendment to the Loan and Security Agreement, dated as of November 30,2005, as further amended by that certain Second Amendment to the Loan and Security Agreement, dated as of February 17, 2006 (collectively, and together with any agreements referred to therein, the "Agreement"). All initially capitalized terms used but not defined in this letter shall have the meanings assigned to such terms in the Agreement.

Borrower has been notified that on or after April 1, 2006 certain Defaults or Events of Default have occurred and con