GTC TELECOM CORP. LETTERHEAD] December 27, 1999 Dear Rebecca: This letter confirms our understanding that you are to be issued 75,000 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 Xxxxxxx:


This letter confirms our understanding that you are to be issued 75,000 shares
of GTC Telecom common stock with registration rights.  These shares are issued
to you, in lieu of cash, as payment against $150,000 for services rendered
relating to the development of our websites gtcinternet, gtczone and gtcmail,
and other activities.

Please sign this letter confirming your understanding of the agreement.

Sincerely,


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