<SEQUENCE>20

<FILENAME>0020.txt

<TEXT>



                            STOCK PURCHASE AGREEMENT

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





     THIS  STOCK  PURCHASE AGREEMENT ("Agreement") dated as of February 11, 2000

by  and  among  PACIFIC  TELCOM, INC., a corporation organized under the laws of

Illinois  ("Buyer"),  EASYTEL  CANADA CORPORATION, a corporation organized under

the  laws  of  the  Province  of  Ontario  (the  "Corporation")  and  RICHARD C.

GOLDSTEIN,  being  the  duly  appointed  Sellers'  Representative of the Selling

Shareholders  ("Sellers"  or  "Shareholders"  or  "Selling  Shareholders").



                                   WITNESSETH



     WHEREAS,  the  Selling  Shareholders  collectively  own  of  record  and

beneficially  one hundred percent (100%) of the issued and outstanding shares of

the  common  stock  of  EasyTel  Canada consisting of 6,315,000 shares of common

stock,  no  par  value  (the  "Shares");  and



     WHEREAS,  the Sellers own in addition to 6,315,000 common shares issued and

outstanding  on  February  4, 2000, the date of the Letter of Intent between the

parties  and  the  further  amount  of 2,599,850 common shares representing such

shares  derived  from outstanding options for common stock exercised and Class A

special  shares,  nonvoting, converted to common shares pursuant to the Articles

of  Corporation  and  by-laws  of  the  Corporation;  and



     WHEREAS,  it is the intention of the parties hereto that, upon consummation

of  the  purchase  and sale of the Shares pursuant to this Agreement, at Closing

effective  as  of  the  date  hereof  (the "Effective Date") Buyer shall own one

hundred  percent  (100%)  of  all of the issued and outstanding shares of common

stock  of  the  Corporation;



     NOW,  THEREFORE,  IT  IS  AGREED:



Section  1.  Sale  and  Purchase.

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



     1.1  Sale of the Shares. Subject to the terms and conditions herein stated,

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

          the Selling  Shareholders agree to sell, assign,  transfer and deliver

          the  shares  to Buyer on the  Effective  Date,  and  Buyer  agrees  to

          purchase the outstanding  common shares from the Selling  Shareholders

          on the Effective Date. The certificates  representing the Shares shall

          be duly  endorsed to the Buyer,  or  accompanied  by Stock  Powers and

          Assignment  Separate from  Certificate,  duly executed in favor of the

          Buyer, by the relevant Selling  Shareholder.  The Selling Shareholders

          agree  to  cure at any  time  any  deficiencies  with  respect  to the

          endorsement  of the  certificates  representing  the  shares  or  with

          respect to the Stock Power with Assignment  Separate from Certificate,

          accompanying any such certificates.





<PAGE>

Section  2.0  Purchase  Price.

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



     2.1  Payment.  In consideration of the transfer,  conveyance and assignment

          --------

          of the Shares, the Buyer shall pay to the Selling Shareholders the sum

          of Two  Hundred  Fifty  Thousand  Dollars  ($250,000)  and One Million

          (1,000,000)  duly  authorized  and  issued  common  shares of  Pacific

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

          the following manner.



     2.2  Payments of Cash.  Buyer shall pay One Hundred Fifty Thousand  Dollars

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

          ($150,000)  payable in the form of check or by wire  transfer,  at the

          direction of the  Corporation on the Effective Date as a deposit to be

          held by Sellers  subject to Section 4.1  hereof.  A further sum of One

          Hundred  Thousand  Dollars  ($100,000) shall be due to the Corporation

          upon the Buyer having its common shares of stock publicly  tradable on

          or before  November  15,  2000  within  the price  ranges and upon the

          conditions  as set forth  herein in  Section  4.1  "Finality".  If the

          Seller elects not to undo the subject  transaction on the Closing Date

          upon the occurrence of the events set forth in Section 4.1 "Finality",

          the further sum of One Hundred  Thousand  Dollars  ($100,000) shall be

          due to Sellers on November 15, 2000.



     2.3  Payment in Common  Stock.  Delivery  shall be made by the Buyer to the

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

          Selling  Shareholders on the Effective Date of One Million (1,000,000)

          of common  shares of  authorized  and issued stock of Pacific  Telcom,

          Inc.,  subject  to the terms and  conditions  of  Section  3.3 and 4.1

          "Finality".



     2.4  Adjustment to Purchase Price.  That portion of the Purchase Price paid

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

          by Buyer to Selling  Shareholders  in common stock of Buyer is subject

          to  adjustment,  as set forth in  Section  4.1  "Finality".  It is the

          agreement of Buyer and Sellers that adjustments to the Purchase Price,

          pursuant to the provisions  regarding  "Finality"  such that the value

          received  by Sellers  from Buyer,  after its receipt of common  shares

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