GTC TELECOM CORP. LETTERHEAD] December 27, 1999 Dear Martin: This letter confirms our understanding that you are to be issued 16,575 shares of GTC Telecom common stock with registration rights. These shares are issued to you, in lieu of cash, as...

                    [GTC TELECOM CORP. LETTERHEAD]

                                                 December 27, 1999


Dear ▇▇▇▇▇▇:


This letter confirms our understanding that you are to be issued 16,575 shares
of GTC Telecom common stock with registration rights.  These shares are issued
to you, in lieu of cash, as payment against $30,000 for services provided in
marketing on behalf of GTC.

Please sign this letter confirming your understanding of the agreement.

Sincerely,


▇▇▇▇ ▇▇▇▇▇▇▇
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇                                   /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
COO                                                ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
GTC Telecom