December 27, 1999 Dear Dean: This letter confirms our understanding that you are to be issued 20,000 shares of GTC Telecom common stock with registration rights. These shares are issued to you, in lieu of cash, as payment against $40,000 for services...

                   [GTC TELECOM CORP. LETTERHEAD]

                                              December 27, 1999


Dear Xxxx:

This letter confirms our understanding that you are to be issued 20,000 shares
of GTC Telecom common stock with registration rights.  These shares are issued
to you, in lieu of cash, as payment against $40,000 for services provided in
Internet administration and network design on behalf of GTC.

Please sign this letter confirming your understanding of the agreement.

Sincerely,


Xxxx Xxxxxxx
/s/ Xxxx Xxxxxxx                                /s/ Xxxx Xxxx
COO                                             Xxxx Xxxx
GTC Telecom