GTC TELECOM CORP. LETTERHEAD] September 22, 1999 Dear Chris: This letter confirms our understanding that you are to be issued 15,000 shares of GTC Telecom common stock with registration rights. These shares are issued to you, in lieu of cash, for...

                    [GTC TELECOM CORP. LETTERHEAD]




                                                    September 22, 1999


Dear Xxxxx:


This letter confirms our understanding that you are to be issued
15,000 shares of GTC Telecom common stock with registration rights.
These shares are issued to you, in lieu of cash, for services
provided per our agreement dated September 9, 1999.

Please sign this letter confirming your understanding of the agreement.

Sincerely,




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