<SEQUENCE>23

<FILENAME>0023.txt

<TEXT>



                            STOCK PURCHASE AGREEMENT

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





     THIS STOCK PURCHASE AGREEMENT ("Agreement") dated as of November 6, 2000 by

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

Illinois,  PACIFIC  TELCOM [CANADA] INC., a corporation organized under the laws

of  the  Province  of  Ontario  (collectively referred to hereafter as "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  November  3,  2000,  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;



     WHEREAS,  Pacific  TelCom  [Canada]  Inc.  is  a wholly owned subsidiary of

Pacific TelCom, Inc., and that the capital stock of Pacific TelCom [Canada] Inc.

is  comprised  of two classes of stock to wit, common shares of no par value and

Class  A  special  shares,  nonvoting,  convertible  to common shares of Pacific

TelCom,  Inc.  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") Pacific TelCom [Canada]

Inc.  shall  own one hundred percent (100%) of all of the issued and outstanding

shares  of  common  stock  of  the  Corporation;  and





<PAGE>

     WHEREAS, Pacific TelCom, Inc. has agreed to be a party to this Agreement to

guarantee  the  obligations  of  Pacific  TelCom [Canada] Inc., its wholly owned

subsidiary.



     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 Pacific TelCom  [Canada] Inc. 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  Pacific  TelCom

          [Canada] Inc., or accompanied by Stock Powers and Assignment  Separate

          from Certificate, duly executed in favor of the Buyer, by the relevant

          Selling  Shareholders.  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.



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 One

          Hundred  Twenty-Five  Thousand  (1,125,000) duly authorized and issued

          Class A special  convertible  shares of Pacific TelCom  [Canada] Inc.,

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

          manner.



     2.2  Payments  of Cash.  The Buyer  shall pay to the Sellers in the form of

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

          check or by wire transfer,  at the direction of the  Corporation,  the

          sum of Two Hundred Fifty Thousand US Dollars ($250,000) not later than

          December  15,  2000.  Buyer shall  exercise its best efforts to submit

          this sum prior to  December  15,  2000,  and  Sellers  agree to accept

          prepayments  in  amounts  less than this sum from  Buyer on a periodic

          basis prior to December 15, 2000, to be credited to the amount due the

          Sellers in cash.





<PAGE>

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

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

          Selling  Shareholders on the Effective Date of One Million One Hundred

          Twenty-Five Thousand (1,125,000) of Class A special convertible shares

          of authorized  stock of Pacific TelCom  [Canada] Inc.,  subject to the

          terms and conditions of Section 3.3, Section 4.1 and Section 4.2.



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

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

          by Buyer to the  Selling  Shareholders  in Class A  special  shares 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"

          shall be such that the value received by Sellers from Buyer, after the

          conversion by the Sellers of the Class A special convertible shares of

          Pacific  TelCom  [Canada] Inc.  into common shares of Pacific  TelCom,

          Inc.,  shall be an amount  equal to Eleven  Million Two Hundred  Fifty

          Thousand Dollars ($11,250,000) as the aggregate value of common shares

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