GTC TELECOM CORP. LETTERHEAD] September 22, 1999 Dear Joe: This letter confirms our understanding that you are to be issued 10,000 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]



                                                    September 22, 1999


Dear Xxx:


This letter confirms our understanding that you are to be issued
10,000 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 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