<SEQUENCE>16

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                            STOCK PURCHASE AGREEMENT





This  Agreement  ("Agreement")  is  entered  into this date by and among Pacific

Telcom,  Inc.,  an  Illinois  corporation  ("Purchaser"),  and  Asher  Milgrom

("Seller").



WHEREAS, the Seller is a shareholder of M&M Communications, a Nevada corporation

("Corporation"), of which 4505 shares (the "Shares") have been issued to Seller;

and



WHEREAS,  said  Shares  constitute  45.05% of the issued and outstanding capital

stock  of  the  Corporation;  and



WHEREAS,  the  Purchaser desires to purchase from Milgrom and Milgrom desires to

sell  to  the  Purchaser  all  of  the  Shares owned by Milgrom on the terms and

subject  to  the  conditions  set  forth  herein.



NOW  THEREFORE,  IT  IS  AGREED  AS  FOLLOWS:



Section  1.     Purchase  of  Shares.

----------      --------------------



1.1     Purchase  of  Shares.  Subject  to  the  terms  and conditions set forth

        --------------------

herein,  at  the  Closing (as defined below) Milgrom will sell all of the Shares

owned  by  Milgrom  to  the Purchaser and the Purchaser will purchase all of the

Shares  owned  by  Milgrom  from  Milgrom,  said  Shares constituting forty-five

percent  45.05%  of  all  of  the  issued  and  outstanding capital stock of the

Corporation  as  of  the  Closing.



1.2     Purchase  Price.  In  consideration  of  the  transfer,  conveyance  and

        ---------------

assignment  of  the  Shares,  Purchaser  shall  pay  to the Seller the following

amounts  of cash and duly authorized and issued common shares of Pacific Telcom,

Inc.,  subject  to  adjustment  as described herein, to be paid in the following

manner.



1.2.1  Payments  of  Cash.  Purchaser shall pay One Hundred Thirty-Four Thousand

       ------------------

Two  Hundred  Thirty-Two  Dollars ($134,232) payable to Seller.  Purchaser shall

pay to the seller on the Initial Closing Date the sum of $5,000.  The balance of

the  purchase  price  after  the  Initial Closing Date of $129,232 shall be paid

within  forty-five  days  of  the  Closing  Date.  This  obligation  shall  be

represented  by  a  Promissory  Note  in  substantially  the form set forth on a

Exhibit  "A"  hereto  ("Note"), to be made and delivered by the Purchaser to the

Seller  at  Closing.



1.2.2  Payment  in Common Stock.  Delivery shall be made by the Purchaser to the

       ------------------------

Seller  on  the  Closing  Date  of 53,693 common shares of authorized and issued

stock  of  Pacific  Telcom,  Inc.





<PAGE>

1.3     Additional  Consideration.

        -------------------------



1.3.1  Basis  of  Additional Consideration.  M&M Communications, Inc. is a party

       -----------------------------------

to  a  series  of  agreements  entered  into on or about December 2, 1999 by and

between  the  Corporation,  EasyTel, a Nevada corporation and the representative

members  of  an  Alliance  of  entities  having  access  to certain national and

international  distribution  channels consisting of independent business owners,

said  agreements collectively refer to as Re-Seller's Representative Agreements.

The  Re-Seller's  Representative  Agreements  function  to  refer  customers  to

subscribe  to  the  EasyTel  services.  M&M  Communications is the owner of a 6T

telecommunication switch in Encino, California, through which a portion of these

referred accounts are hosted on this switch.  It is the intention of the parties

that  Seller  receive  a portion of the revenues derived from accounts hosted on

the  Encino  telecommunication  switch,  measured  by  Seller's  percentage  of

ownership  of  M&M Communications, times a multiple of two of the revenue due to

the  Alliance, as set forth in the Re-Seller's Representative Agreements, solely

limited to revenues derived from the existing and current subscriber base on the

Closing  Date  solely  on  the  Encino  switch.



1.3.2  Formula  of  Additional  Consideration.  Purchaser  will  pay  to  Seller

       --------------------------------------

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