GTC TELECOM CORP. LETTERHEAD] December 27, 1999 Dear Jonathan: This letter confirms our understanding that you are to be issued 8,500 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 Xxxxxxxx:


This letter confirms our understanding that you are to be issued 8,500 shares of
GTC Telecom common stock with registration rights.  These shares are issued to
you, in lieu of cash, as payment against $17.000 for services rendered relating
marketing activities.

Please sign this letter confirming your understanding of the agreement.

Sincerely,


Xxxx Xxxxxxx
/s/ Xxxx Xxxxxxx                                   /s/ Xxxxxxxxx Eng
COO                                                Xxxxxxxxx Eng
GTC Telecom