GTC TELECOM CORP. LETTERHEAD] September 22, 1999 Dear Mark: This letter confirms our understanding that you are to be issued 500 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]



                                                    September 22, 1999


Dear Xxxx:


This letter confirms our understanding that you are to be issued 500
shares of GTC Telecom common stock with registration rights.  These
shares are issued to you, in lieu of cash, as payment in full for
legal services provided to GTC relating to its S8 filing.

Please sign this letter confirming your understanding of the agreement.

Sincerely,




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