GTC TELECOM CORP. LETTERHEAD] January 1, 2000 Dear Joe: This letter confirms our understanding that you are to be issued 40,000 shares of GTC Telecom common stock with registration rights. These shares are issued to you, in lieu of cash, as payment...

                         [GTC TELECOM CORP. LETTERHEAD]


                                                     January 1, 2000

Dear Xxx:


This letter confirms our understanding that you are to be issued 40,000 shares
of GTC Telecom common stock with registration rights.  These shares are issued
to you, in lieu of cash, as payment against $70,000 for services provided in
advertising on behalf of GTC.

Please sign this letter confirming your understanding of the agreement.

Sincerely,


Xxxx Xxxxxxx
/s/ Xxxx Xxxxxxx                                   /s/ Xxx Xxxxxx
COO                                                Xxx Xxxxxx
GTC Telecom