EXHIBIT 10.2
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                            STOCK PURCHASE AGREEMENT


         This Stock  Purchase  Agreement,  dated as of March 10, 2000, is by and
between  Intellicall,  Inc., a Delaware  corporation  ("Seller") and Gotthardfin
Limited,  Nassau,  Bahamas,  a  wholly-owned  subsidiary  of Banca del  Gottardo
("Purchaser").

                               W I T N E S S E T H


         WHEREAS, Seller desires to sell to Purchaser,  and Purchaser desires to
purchase from Seller,  11,836 shares of common stock and 58,772 shares of Series
A Preferred  stock,  par value $0.01 per share of ILD  Telecommunications,  Inc.
(the "Shares"), a Delaware corporation (the "Company");

         NOW,  THEREFORE,   in  consideration  of  the  mutual  representations,
warranties and covenants herein  contained,  and on the terms and subject to the
conditions herein set forth, the parties hereto hereby agree as follows:

1. Purchase and Sale. Subject to the remainder of this Section 1, at the Closing
(as  hereinafter  defined),  Seller agrees to sell to  Purchaser,  and Purchaser
agrees to purchase from Seller, the Shares. The closing of the purchase and sale
of the Shares (the  "Closing")  shall occur on the first  business day following
the  satisfaction  of the condition  precedent set forth in Section 2 below (the
"Closing Date"), at the offices of Seller. At the Closing,  Seller shall deliver
to  Purchaser  original  certificates  representing  the Shares,  together  with
executed stock powers relating thereto. At the Closing,  Purchaser shall deliver
to Seller:  (i) by wire transfer of immediately  available  funds, of the sum of
U.S. $15,533,760.00; and (ii) an Instrument of Accession, in the form of Exhibit
A attached hereto (the "Instrument of Accession).

2. Condition  Precedent.  The parties acknowledge and agree that the transfer of
the Shares from Seller to  Purchaser is subject to the terms and  provisions  of
that certain Fourth Amended and Restated  Shareholders'  Agreement,  dated as of
December 22, 1999, by and among the Company and certain of its Shareholders (the
"Shareholders  Agreement").  The  obligations  of the  parties  hereto  shall be
subject to the waiver of the parties to the  Shareholders  Agreement of Sections
2.02 and 2.03 of the Shareholders  Agreement, or the failures of such parties to
exercise  any of their  rights  under  such  Sections  within  the time  periods
prescribed in such Sections. Upon satisfaction of the above condition precedent,
Seller shall give written notice to Purchaser thereof.

3.  Representations  and  Warranties  of  Purchaser.  Purchaser  represents  and
warrants to Seller as follows:  (a) this Agreement is a legal, valid and binding
obligation of Purchaser,  enforceable  against  Purchaser in accordance with its
terms;  and (b)  Purchaser  has the right,  power and  authority  to execute and
deliver this Agreement and to consummate the transactions  set forth herein.  In
addition,  Purchaser  acknowledges  and agrees that, due to an officer of Seller

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being on the Board of  Directors of the  Company,  Seller may have  knowledge of
certain  material  information  concerning the Company which  Purchaser does not
have  knowledge of, and that the purchase  price for the Shares may not bear any
relevance to the actual value of the Shares or the  Company.  Purchaser  further
represents  and warrants  that  Purchaser  has done its own due diligence on the
Company  and  is  not  relying  upon  Seller  to  furnish   Purchaser  with  any
information.

4.  Representations and Warranties of Seller.  Seller represents and warrants to
Purchaser  as  follows:  (a)  this  Agreement  is a  legal,  valid  and  binding
obligation of Seller,  enforceable  against Seller in accordance with its terms;
(b) Seller is the legal and  beneficial  owner of the  Shares,  and,  subject to
compliance with the terms and provisions of the Shareholders  Agreement,  Seller
has no obligation to any person or entity to sell or vote the Shares; (c) Seller
has the right,  power and authority to execute and deliver this Agreement and to
consummate the transactions set forth herein; (d) subject to compliance with the
terms and provisions of the Shareholders  Agreement,  the delivery of the Shares
to the Company  pursuant  to this  Agreement  will convey to the Company  legal,
valid and marketable title to the Shares, free and clear of all liens,  security
interests,  or other encumbrances of any character  whatsoever (other than those
imposed by federal or state securities laws or by the Shareholders Agreement).

5.       Further Agreements.
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(a)      Purchaser  agrees that Seller shall use (i)  approximately  $2.6
         million of the proceeds  from the sale of Shares to pay-off the
         promissory  note,  dated December 22, 1995,  with Seller as "maker"
         and Purchaser as "payee";  and (ii) the remaining  proceeds from such
         sale for general  corporate  purposes  (including the repayment of a
         $500,000 bridge loan made by Bank of America,  N. A. to Seller).
         Seller  acknowledges that Seller  owes an  additional  approximately
         $2  million  to a group of  lenders  pursuant  to a series  of
         promissory  notes,  dated on or about June 10,  1999,  and that  Seller
         shall  offer to such  lenders the opportunity to have such
         indebtedness  repaid,  without premium or penalty.  Seller further
         acknowledges that  Seller owes an  additional  approximately  $5
         million to a group of lenders  pursuant to a series of promissory
         notes, dated on or about November 22, 1996 (including  Purchaser),
         and that Seller shall offer to such lenders the opportunity to have
         such indebtedness repaid, without premium or penalty.

(b)      The  parties  hereto  agree that the Deposit  Agreement,  dated June 8,
         1999, by and between the parties,  is hereby terminated in its entirety
         and of no  further  force or effect,  and  Purchaser  hereby  agrees to
         promptly  deliver to Seller the certificate  representing the shares of
         Series  A  Preferred  Stock  of the  Company  which  is  being  held by
         Purchaser under the Deposit Agreement.

(c)      During the period  commencing  on the Closing Date and ending on the
         one-year  anniversary  of the Closing Date (the "Option  Period"),
         Purchaser hereby grants to Seller an option (the "Option") to
         repurchase all or any part of the Shares for a

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         purchase price of U.S.$250 per share  (subject to appropriate
         adjustment for any stock split,  stock  dividends or the like).
         The Option may be exercised by Seller by delivery of written
         notice  to  Purchaser  indicating the  number of  Shares  to be
         repurchased  and the date to be repurchased  (which  date may be no
         later  than  thirty  (30)  days following  the date of such
         written notice).  The repurchase price shall be paid in immediately
         available  funds,  unless otherwise agreed to by  Purchaser.
         Purchaser  agrees  not to take any action which  would  impede or
         hinder  the  ability of Seller to exercise the Option (including,
         without  limitation,  selling,  transferring or encumbering the
         Shares).  The Option shall be assignable by Seller upon written notice
         to Purchaser.

6.       Miscellaneous.
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(a)      This  Agreement  may be amended,  modified or  supplemented  only by an
         instrument in writing  executed by the party against which  enforcement
         of the amendment, modification or supplement is sought.

(b)      Except as provided in Section 5(b) above,  neither this  Agreement  nor
         any right created hereby shall be assignable by any party hereto.

(c)      This  Agreement and the rights and  obligations  of the parties  hereto
         shall be governed,  construed and enforced in accordance  with the laws
         of the State of Delaware.

(d)      This Agreement may be executed in counterparts,  each of which shall be
         deemed an original,  and all of which together shall constitute one and
         the same instrument.

         EXECUTED as of the date first set forth above.

                                         GOTTHARDFIN LIMITED



                                         By:__________________________________

                                         Title:_______________________________



                                         INTELLICALL, INC.



                                         By:__________________________________

                                         Title:_______________________________


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