December 27, 1999 Dear Sonya: This letter confirms our understanding that you are to be issued 12,500 shares of GTC Telecom common stock with registration rights. These shares are issued to you, in lieu of cash, as payment against $25,00 in full for...

                    [GTC TELECOM CORP. LETTERHEAD]

                                              December 27, 1999


Dear Xxxxx:

This letter confirms our understanding that you are to be issued 12,500 shares
of GTC Telecom common stock with registration rights.  These shares are issued
to you, in lieu of cash, as payment against $25,00 in full for services provided
in marketing activities on behalf of GTC.

Please sign this letter confirming your understanding of the agreement.

Sincerely,


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