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                                 EXHIBIT 10.5.5

                              EMPLOYMENT AGREEMENT


     This Employment Agreement ("Agreement") is made and entered into by and
between Fred A. Weismiller ("Employee") and Pacific Gateway Exchange, Inc., a
Delaware corporation ("PGE"), effective as of October 1, 1996 (the "Effective
Date").

                                    RECITALS

A.   Employee is an employee of PGE.

B.   Employee and PGE desire to enter into this Agreement in order to provide
     compensation and benefits to Employee in recognition of past services
     rendered and to confirm the ongoing terms and conditions of the parties'
     prospective employment relationship.

                                   AGREEMENT

     PGE and Employee agree as follows:

     1.   POSITION AND DUTIES. PGE will employ Employee as its Executive Vice
          President, International Marketing on the terms and conditions set
          forth herein, and Employee accepts such employment. Except as
          otherwise provided herein, Employee will devote substantially all of
          his business time, energy, attention, skill and efforts to performance
          of his duties at PGE and any other duties assigned by the Board of
          Directors of PGE that are commensurate with Employee's position;
          provided that Employee shall not, without his consent, be assigned
          tasks that would be inconsistent with those of Vice President,
          International Relations of PGE. Employee will have such authority and
          power as are inherent to the undertakings applicable to his position
          and necessary to carry out his responsibilities and the duties
          required of him hereunder. Subject to the terms of this Agreement,
          Employee shall not be required to perform services under this
          Agreement during any period that he is Disabled. Employee shall be
          deemed to be "Disabled" if he has a physical or mental disability
          which renders him incapable, after reasonable accommodation, of
          performing his duties under this Agreement. Employee's duties shall
          include all duties consistent with and customary to the position of
          Vice President, International Relations. Employee will report directly
          to PGE's Board of Directors, and will faithfully fulfill such duties
          as may be assigned to him by the Board during his employment with the
          company. Employee will, during his employment with PGE, conduct
          himself in a manner consistent with his position, and will not
          knowingly perform any act contrary to the best interests of PGE.
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2.   NON-COMPETITION.

     a.   Except as set forth in paragraph 2.b. below, during the term of this
          Agreement, Employee will not render services to any other person or
          entity, for compensation or otherwise, without the prior written
          consent of the Board of Directors of PGE, and Employee will not engage
          in any activity which conflicts or interferes in any material way with
          the performance of the duties and responsibilities of his position
          with PGE. During his employment with PGE, Employee will not, either as
          an employee, employer, consultant, independent contractor, agent,
          principal, partner, stockholder or in any other individual or
          representative capacity, engage or participate in any employment,
          consulting, business or other activity that is in competition in any
          manner with the business of PGE.

     b.   Notwithstanding paragraph 2.a. above, Employee may devote a reasonable
          amount of personal time to non-competitive activities; including up to
          100 hours per year in consulting; the supervision of his passive
          investments of up to 1% of the outstanding securities of any public
          company; and activities involving professional, charitable, civic,
          educational, religious and similar activities and engagements, to the
          extent that such activities do not conflict or interfere in any
          material way with his duties and responsibilities to PGE.

3.   TERM OF AGREEMENT. This Agreement is effective on the Effective Date, and
     Employee's employment with PGE hereunder shall continue for a two-year
     period from the Effective Date, subject to the provisions on termination
     set forth below. Upon termination of Employee's employment with PGE for any
     reason, neither Employee nor PGE will have any further obligation or
     liability to the other, except for Employee's ongoing fiduciary,
     confidentiality and nondisclosure obligations, except as may be provided in
     any applicable stock option agreements, and except as expressly set forth
     herein.

4.   COMPENSATION.  PGE will compensate Employee for his services as follows:

     a.   SALARY. Employee will be paid a gross monthly salary of $11,483
          ($137,800 on an annualized basis), subject to applicable withholdings
          in accordance with PGE's normal payroll practices and as may be
          required by law. Employee's salary may be reviewed by PGE on
          approximately an annual basis, and may be subject to upward adjustment
          in the reasonable and good faith discretion of the Board of Directors
          based upon various factors, including without limitation Employee's
          performance and other economic and business considerations. Employee
          shall be eligible for discretionary bonuses on an annual or quarterly
          basis, as determined by the Board of Directors, based on Employee's
          performance and the performance of PGE.

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     b.   BUSINESS EXPENSES. PGE will reimburse Employee for reasonable expenses
          incurred by Employee on behalf of PGE on company business in
          accordance with its practices for reimbursing similar expenses
          incurred by its senior executives, so long as Employee provides proper
          documentation establishing the amount, date and business purpose of
          those expenses.

     c.   BENEFITS. Employee will have the right, on the same basis as other
          employees of PGE, to participate in and to receive benefits under any
          PGE employee benefit plans or policies available generally to
          similarly situated employees, including 401k (or similar retirement or
          profit sharing plan), medical, disability, dental, accidental death
          and dismemberment or other group insurance plans (if any), in which
          Employee is eligible to participate and as may be in effect from time
          to time, subject at all times to the applicable terms and conditions
          of the particular plan or policy. During the term of this Agreement,
          Employee will also be entitled to receive four weeks paid vacation and
          other employee benefits, such as paid holidays and authorized paid
          sick leave, as may be established or granted by PGE from time to time.
          PGE may change, amend or modify its benefit plans or policies from
          time to time, in its sole discretion; provided that no such change,
          amendment or modification may adversely affect benefits provided to
          Employee except to the extent that the change, amendment or
          modification applies in the same manner to all similarly situated
          employees.

5.   TRADE SECRETS, PROPRIETARY AND CONFIDENTIAL INFORMATION. During his
     employment with PGE, Employee has had and will continue to have access to
     confidential and proprietary PGE information. Employee acknowledges that he
     has kept all such information in confidence to date, other than such
     disclosures or use as may have been necessary in the ordinary course and
     scope of his prior employment with PGE. As an express condition of
     continued employment with PGE, Employee agrees to sign such confidentiality
     and nondisclosure agreements as may be requested by PGE from time to time
     which will be deemed effective as of the date of Employee's initial
     employment with PGE. Except where necessary for the performance of his
     duties hereunder, Employee will preserve as confidential and will not sue
     or disclose any confidential or proprietary PGE information at any time.
     Following termination of employment with PGE, Employee shall return all
     documents and other materials containing confidential or proprietary PGE
     information.

6.   BENEFITS UPON VOLUNTARY TERMINATION, DEATH, DISABILITY. If Employee
     voluntarily resigns from his employment with PGE or otherwise voluntarily
     terminates his employment with PGE, or if the employment relationship ends
     as a result of Employee's death or permanent disability, Employee will be
     entitled to no compensation or benefits from PGE other than those earned
     and accrued under paragraph 4 through the date of termination. Employee's
     stock options will be

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     handled in accordance with the express provisions of any then-existing
     stock option agreements. Employee shall be considered "permanently
     disabled" during any period in which (i) he has a physical or mental
     disability which renders him incapable, after reasonable accommodation, of
     performing his duties under this Agreement; (ii) such disability is
     reasonably expected to continue for at least 90 days; and (iii) he is
     eligible for income replacement benefits under PGE's long-term disability
     plan during such period of disability.

7.   BENEFITS UPON OTHER TERMINATION. Employee acknowledges that his employment
     may be terminated by PGE at any time, with or without cause. If PGE elects
     to terminate its employment relationship with Employee at any time for the
     reasons set forth below, Employee will be entitled to receive the following
     benefits:

     a.   TERMINATION FOR CAUSE. If PGE terminates Employee's employment "for
          cause," as defined below, Employee will be entitled to no compensation
          or benefits from PGE other than those earned and accrued under
          paragraph 4 through the date of termination. For purposes of this
          Agreement, a termination "for cause" occurs if Employee is terminated
          for any of the following reasons:

          (i)   The willful and continued failure to perform the reasonable
                duties of Employee's employment. For this reason to constitute a
                termination "for cause" for purposes of this Agreement, Employee
                must receive at least two prior written warnings from PGE's
                Board of Directors, describing the specific reasonable duties or
                tasks, identifying the perceived failure to perform, and giving
                Employee good faith opportunity to satisfactorily perform those
                duties or tasks within a reasonable period of time. In addition,
                for this reason to constitute a termination "for cause" for
                purposes of this Agreement, the Board of Directors of PGE must
                pass a resolution authorizing Employee's termination for these
                reasons after providing the written notifications and
                opportunity to improve described above;

          (ii)  The willful engaging by Employee in conduct which is
                demonstrably and materially injurious to PGE, monetarily or
                otherwise; or

          (iii) The engaging by Employee in egregious misconduct involving
                serious moral turpitude to the extent that, in the reasonable
                judgment of the Board, Employee's credibility and reputation no
                longer conform to the standard of PGE's executives.

          For purposes of this Agreement, no act or failure to act, on
          Employee's part shall be deemed "willful" unless done, or omitted to
          be done, by Employee

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          not in good faith and without reasonable belief that Employee's action
          or omission was in the best interest of PGE.

     b.   TERMINATION OTHER THAN "FOR CAUSE."

          (i)   If, during the term of this Agreement, Employee's employment is
                terminated by mutual agreement or by PGE for any reason other
                than "for cause" as described above, Employee will receive the
                greater of: (1) a salary continuation separation payment to the
                end of the term of this Agreement, or (2) a one-year salary
                continuation payment, at the base salary level existing just
                prior to termination of employment, less applicable withholdings
                and payable on or around the company's normal paydays in
                accordance with PGE's then-existing normal payroll practices.
                Employee will accrue no employment benefits (such as vacation or
                sick leave) during the separation period, except as otherwise
                provided herein. These separation payments are expressly
                conditioned on Employee not competing with PGE during the
                separation period. At any time during the separation period the
                Employee may elect to terminate this Agreement, at which time
                the Company's obligations to make separation payments, and the
                Employee's obligations not to compete as set forth in paragraph
                2, shall terminate.

          (ii)  In addition, upon submission of proper documentation, PGE will
                reimburse Employee for premiums for health insurance
                continuation that Employee timely and properly elects under
                COBRA, for a period of eighteen (18) months following a
                termination other than "for cause," as described herein, or
                until comparable health insurance benefits are available to
                Employee through another employer, whichever date is sooner.
                Employee will notify PGE in writing within ten (10) days after
                his acceptance of a position with any other company, whether as
                an employee, independent contractor, consultant or otherwise,
                and will likewise notify PGE in writing within ten (10) days of
                the time when comparable health insurance benefits are available
                to Employee from another employer. These health insurance
                continuation benefits are expressly conditioned on Employee not
                competing with PGE during the separation period.

          (iii) In addition, upon any termination by mutual agreement or any
                involuntary termination other than "for cause," PGE will
                accelerate any and all of Employee's outstanding stock options,
                so that they are fully vested and exercisable.

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     c.  TERMINATION FOLLOWING A "CHANGE IN CONTROL."

         (i)   If Employee's employment is terminated without cause following or
               in connection with a Change in Control, Employee is entitled to
               receive all of the separation benefits described in paragraph
               7.b., above.

         (ii)  In addition, if following or in connection with a Change in
               Control any of the following events happen, Employee may
               voluntarily resign from his employment with PGE and will still be
               entitled to receive all of the separation benefits described in
               paragraph 7.b. above:

               (1)  Employee is assigned a position and/or duties that are
                    inconsistent in any substantial respect with the position,
                    authority or responsibilities associated with the position
                    and duties described in this Agreement;

               (2)  Employee's duties and/or responsibilities as an employee of
                    PGE are substantially reduced;

               (3)  Employee's office is relocated to a location not within five
                    (5) miles from the current office of PGE; and/or

               (4)  Employee's base salary or other benefits including bonuses
                    in effect on the date of the Change in Control substantially
                    reduced.

         (iii) For purposes of this Agreement, a "Change in Control" means an
               Ownership Change entered into after March 31, 1996, in which the
               shareholders of PGE before such Ownership Change do not retain,
               directly or indirectly, at least a majority of the beneficiary
               interest in the voting stock of PGE after such transaction or in
               which PGE is not the surviving corporation. For purposes of this
               Agreement, an "Ownership Change" will be deemed to have occurred
               if any of the following events occur with respect to the company:

               (1)  the direct or indirect sale or exchange by the shareholders
                    of PGE of all or substantially all of the stock of the
                    company;

               (2)  a merger or consolidation in which PGE is a party;

               (3)  the sale, exchange or transfer of all or substantially all
                    of the assets of the company; or

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               (4)  a liquidation or dissolution of the company.

     d.   CONSTRUCTIVE DISCHARGE. If PGE materially breaches its obligations to
          Employee under this Agreement; and:

          (i)  if Employee provides written notice to PGE of the occurrence of
               such breach, which specifically identifies the manner in which
               Employee believes that the breach has occurred, and which is
               delivered to PGE within a reasonable period (but in no event more
               than 30 days ) after Employee has knowledge of the events giving
               rise to the breach;

         (ii)  PGE fails to correct such breach within a reasonable period (but
               in no event more than thirty (30) days) after receipt of the
               notice described in paragraph (d)(i); and

         (iii) Employee resigns after the end (but in no event more than 30 days
               after the end) of the period described in paragraph (d)(ii);

         then, for purposes of this Agreement, Employee's employment with PGE
         shall be considered to have been terminated by Employer for reasons
         other than Cause (that is, he will be deemed to be "Constructively
         Discharged" by PGE). A material breach of this Agreement by Employer
         shall include, without limitation:

               (1)  assigning duties to Employee that are inconsistent in any
                    substantial respect with the position, authority, or
                    responsibilities associated with the position of Vice
                    President, International Relations of PGE;

               (2)  assigning duties to Employee that substantially impair his
                    ability to function as Vice President, International
                    Relations of PGE;

               (3)  the failure by Employer to accord to Employee the title,
                    authority and responsibilities of Vice President,
                    International Relations of PGE;

               (4)  a reduction by PGE in Employee's total compensation
                    including base salary and bonuses based on performance as in
                    effect on the Effective Date or as the same may be increased
                    from time to time;

               (5)  relocation of Employee's office to a location not within
                    five miles from the current office of PGE located at 533
                    Airport

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                    Boulevard, Suite 505, Burlingame, California, except for
                    required travel on PGE's business to an extent substantially
                    consistent with Employee's present business travel
                    obligations; and

               (6)  the failure of PGE, without Employee's consent, to pay to
                    Employee any portion of Employee's current compensation, or
                    to pay to Employee any portion of an installment of deferred
                    compensation under any deferred compensation program of PGE,
                    within ten (10) business days of the date such compensation
                    is due.

     8.   EXCLUSIVE REMEDY. Subject to paragraph 7 above, Employee will be
          entitled to no further compensation for any actual or alleged damage
          or injury arising out of the termination of his employment
          relationship with PGE, including without limitation special,
          compensatory, general, liquidated or punitive damages. The payments
          and benefits described in this Agreement will be Employee's sole and
          exclusive remedy in the event that the employment relationship ends
          prior to expiration of the term hereof.

     9.   DISPUTE RESOLUTION. To the fullest extent permitted by law, any
          dispute, claim or controversy relating to or arising out of this
          employment relationship or this Agreement will be resolved by binding
          arbitration before the American Arbitration Association, with the
          hearing to be held in Santa Clara or San Mateo County, California,
          under the California Employment Dispute Resolution Rules then in
          effect for that organization; provided, however, that this arbitration
          provision will not be mandatory for any disputes or claims relating to
          or arising out of the actual or alleged misuse or misappropriation by
          Employee of PGE's trade secrets or other confidential or proprietary
          information. In addition, nothing in this Agreement will prevent
          either party from seeking injunctive relief (or any other provisional
          remedy) from any court having competent jurisdiction over the parties
          and the subject matter of their dispute. The parties specifically
          acknowledge and agree that by entering into this arbitration
          agreement, they are knowingly, intentionally and voluntarily waiving
          their respective rights, if any, to jury trial. This arbitration
          provision covers, without limitation, all claims pertaining to
          wrongful termination, employment discrimination, harassment,
          retaliation, defamation, and all other statutory, tort and/or
          contractual claims which the parties may seek to bring against one
          another under applicable local, state or federal law.

     10.  INTERPRETATION. This Agreement will be governed by and interpreted in
          accordance with the laws of the State of California, as applied to
          contracts entered into and to be performed entirely within California
          by California residents. The language of this Agreement will be
          construed as a whole according to its fair meaning, and not strictly
          for or against any of the parties.

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     11.  ATTORNEYS' FEES. The prevailing party will be entitled to recover from
          the losing party its attorneys' fees and costs incurred in any action
          or arbitration brought to enforce any right arising out of this
          Agreement.

     12.  SUCCESSORS AND ASSIGNS. This Agreement will inure to the benefit of
          and be binding upon PGE and its legal successors and assigns. In view
          of the personal nature of the services Employee is to perform under
          this Agreement, he will not have the right to assign or transfer any
          of his rights, obligations or benefits under this Agreement, except as
          may otherwise be provided herein.

     13.  ENTIRE AGREEMENT. This Agreement constitutes the entire employment
          agreement and the final understanding between PGE and Employee
          regarding the terms and conditions of his employment with the company,
          and supersedes and terminates all prior and simultaneous
          understandings, communications, negotiations, representations, offers
          and agreements by or between PGE and Employee, whether written or
          oral, express or implied, with the exception of the confidentiality
          agreement referred to above and any existing stock option agreements
          in effect between the parties. This Agreement is intended to be a
          complete and wholly integrated expression of the parties'
          understanding and agreement, and may not be modified, altered, amended
          or otherwise changed in any way except by a written document which
          specifically identifies the intended alteration and clearly expresses
          the intention to change this Agreement, signed by Employee and by the
          Board of Directors of PGE.

     14.  VALIDITY. If any one or more of the provisions of this Agreement are
          held invalid, illegal or otherwise enforceable in any respect, the
          continued validity, legality and enforceability of the remaining
          provisions shall not in any way be affected or impaired, and the
          remaining provisions will continue in full force and effect.


     IN WITNESS WHEREOF, the parties have entered into this Agreement and caused
it to be duly executed on and as of the Effective Date.

Date:___________________________    PACIFIC GATEWAY EXCHANGE, INC.

                                    __________________________________________
                                    By:
                                    Its:

Date:___________________________     _________________________________________
                                    Fred A. Weismiller

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