PAC-WEST TELECOMM INC
AGREEMENT - JOHN SUMPTER
<DOCUMENT>
<TYPE>EX-10.64
<SEQUENCE>8
<FILENAME>dex1064.txt
<DESCRIPTION>AGREEMENT - JOHN SUMPTER
<TEXT>
<PAGE>

                                                                   Exhibit 10.64

              AGREEMENT REGARDING COMPENSATION ON CHANGE OF CONTROL

     This Agreement is made and entered into this 1/st/ day of December 2000, by
and between PAC-WEST TELECOMM, INC., a California corporation, ("Company") and
John F. Sumpter, ("Executive").

     WHEREAS, Executive is employed by the Company at will as its Vice President
Regulatory; and

     WHEREAS, in order to assure management stability to Company and security to
Executive, the Board of Directors of Company deem it to be in the best interests
of Company to provide certain assurances and severance benefits to Executive as
more particularly set forth herein in the event of a Corporate Transaction;

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

     1. Base Salary . For the purposes of this Agreement only, Executive's Base
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Salary is deemed to be $126,000 per annum or such higher rate as the
Compensation Committee of the Board in its sole discretion may designate from
time to time (the "Base Salary"), which salary shall be payable in regular
installments in accordance with the Company's general payroll practices and
shall be subject to customary withholding and other customary deductions.

     2. Benefits. The following benefits will be provided to the Executive for
        --------
one year after the effective date of an event defined in paragraph 5.a or 5.b.
The Company will pay the Executive's medical and dental COBRA continuation
coverage premiums for one year after the effective date.

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     3.  Cause. "Cause" means
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         a) Executive's theft or embezzlement, or attempted theft or
   embezzlement, of money or property of the Company or any of its affiliates,
   Executive's perpetration or attempted perpetration of fraud, or Executive's
   participation in a fraud or attempted fraud, on the Company or any of its
   affiliates or Executive's unauthorized appropriation of, or Executive's
   attempt to misappropriate, any tangible or intangible assets or property of
   the Company or any of its affiliates;

         b) Executive's conviction or commission of a felony or conviction for
   any crime involving acts which tend to insult or offend community moral
   standards or public decency or that materially and adversely affect the
   reputation or business activities of the Company or its affiliates;

         c) Executive's substance abuse, including abuse of alcohol or use of
   illegal narcotics, or other illegal drugs or substances, for which Executive
   fails to undertake and maintain treatment within fifteen (15) days after
   requested by the Company; or

         d) Executive's refusal to carry out any lawful instructions of the
   Chief Executive Officer or the Board of Directors that are consistent with a
   reasonable, legitimate business purpose following receipt of written notice
   of such instructions from the Chief Executive Officer.

     4. "Corporate Transaction" means any of the following shareholder- approved
         ---------------------
transactions to which the Company is a party:

        (a) A merger or consolidation in which the Company is not the surviving
entity, except for a transaction the principal purpose of which is to change the
state in which the Company is incorporated;

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         (b) The sale, transfer or other disposition of all or substantially all
of the assets of the Company (including the capital stock of the Company's
subsidiary corporations) in connection with the complete liquidation or
dissolution of the Company;

         (c) Any reverse merger in which the Company is the surviving entity but
in which securities possessing more than fifty percent (50%) of the total
combined voting power of the Company's outstanding securities are transferred to
a person or persons different from those who held such securities immediately
prior to such merger; or

         (d) An acquisition by any person or related group of persons (other
than the Company or by a Company-sponsored employee benefit plan) of beneficial
ownership (within the meaning of Rule 13d-3 of the Exchange Act) of securities
possessing more than fifty percent (50%) of the total combined voting power of
the Company's outstanding securities, but excluding any such transaction that
the Administrator determines shall not be a Corporate Transaction.

     5.  Payments. At the closing of a Corporate Transaction, and upon the
         --------
occurrence of the events set forth in Paragraphs 5.a.or 5.b. as appropriate,
Executive shall be entitled to receive and Company shall either pay or cause its
successor or the successor to its assets pursuant to the Corporate Transaction
("The Successor") to pay or to agree in written contractual form satisfactory to
Executive to make a future payment to Executive of a lump sum determined as
follows:

         a) A payment equal to one (1) times Executive's Base Salary in the
event Executive is not hired by the Successor or in the event Executive's
employment is terminated without Cause or his duties or the terms of his
employment are materially modified without his consent at any time during six
(6) full months preceding the effective date of a Corporate Transaction.

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        b) A payment equal to one (1) times Executive's Base Salary in the event
Executive is employed by The Successor and is thereafter terminated without
Cause, dies, or the terms of his employment are materially modified without his
consent, with any of said events taking place during twelve (12) full months
following the effective date of a Corporate Transaction.

     6. Notwithstanding any other part of this Agreement, the payments provided
for in Paragraph 2 and 5 shall not be made if Executive shall voluntarily
resign, or be terminated for Cause.

     7. At Will Employment. Notwithstanding anything contained herein, the
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employment relationship between Executive and Company is an at will relationship
terminable by either party unconditionally and without Cause. The provisions
herein contained providing for payments to Executive, although binding on
Company, shall not be construed to nor shall they convert the employment
relationship to anything other than an at will employment.

"COMPANY":                              "EXECUTIVE":
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PAC-WEST TELECOMM, INC.                 JOHN F. SUMPTER




By: /s/ Wallace W. Griffin              /s/ John F. Sumpter
    --------------------------          ----------------------------------

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