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                             STOCK OPTION AGREEMENT


     This  STOCK  OPTION  AGREEMENT  ("Agreement") is dated as of April 15, 1999
(the  "Effective Date"), by and between GTC Telecom Corp., a Nevada corporation,
(the  "Company"),  and  Clay  T.  Whitehead,  an  individual  ("Holder").

                                    RECITALS

     WHEREAS, the Company proposes to issue to Holder an option to acquire up to
526,316  shares  (the "Shares") of the authorized and issued common stock of the
Company (the "Common Stock") in accordance with the terms of this Agreement; and

     WHEREAS,  in consideration of the promises and the mutual agreements herein
set  forth,  the  parties  hereto  agree  as  follows:

                                   AGREEMENT

     SECTION  1.     Issuance  of Option.  Upon execution of this Agreement, the
Company  hereby  issues  Holder an option to acquire up to 526,316 Shares of the
Company's  Common  Stock,  fully paid and non-assessable at an exercise price of
$0.475  per share (the "Exercise Price"), subject to the terms of this Agreement
(the  "Option").

     SECTION  2.     Exercise  of  the  Option.  If  and  when  Holder elects to
exercise  this Option, the exercise must be for a minimum of 5,000 Shares.  Upon
such exercise of the Option and payment of the Exercise Price, the Company shall
cause to be issued and delivered promptly to Holder a certificate for the Shares
issuable  upon  the  exercise  of  the  Option.

     SECTION  3.     Expiration  of Option.    Holder's option rights to acquire
any Shares not previously purchased by him shall expire on the date which is one
(1)  year  from  the  date  hereof.

     SECTION  4.     Mutilated  or  Missing  Option  Certificates.  In  case the
original  of  this  Agreement shall be mutilated, lost, stolen or destroyed, the
Company  shall  issue  and  deliver,  in  exchange and substitution for and upon
cancellation  of  this Agreement, a new Option of like tenor and representing an
equivalent  right  or  interest.

     SECTION  5.     Reservation  of  Shares.  The  Company  will  at  all times
reserve and keep available, free from preemptive rights, out of the aggregate of
its  authorized  but  unissued  Common Stock or its authorized and issued Common
Stock  held  in  its  treasury  for  the  purpose  of enabling it to satisfy its
obligation  to  issue  Shares  upon  exercise  of the Option, the full number of
Shares  deliverable  upon  the  exercise  of  the  entire  Option.

     SECTION  6.     Non-Assignable  Option  Rights.  Holder's  Option  right to
acquire  all or the balance of Shares that Holder has the right to acquire under
this  Agreement  is  non-assignable  by  Holder.

<PAGE>

     SECTION  7.     Certificates  to  Bear  Language.  The  Shares  and  the
certificate  or certificates evidencing any such Shares shall bear the following
legend:

"THE  SHARES (OR OTHER SECURITIES) REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED  UNDER  THE  SECURITIES  ACT  OF 1993.  THE SHARES MAY NOT BE SOLD OR
TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN OPINION OF COUNSEL THAT AN
EXEMPTION  FROM  REGISTRATION  UNDER  SUCH  ACT  IS  AVAILABLE.

Share  Certificates  can be issued, without such restrictive language or legend,
if  the  Option  or  the  Shares  are sold pursuant to an effective registration
statement  under  the  Securities  Act of 1933 or if the Company has received an
opinion  from  counsel, reasonably satisfactory to counsel for the Company, that
such  restrictive  language  or  legend  is  no  longer  required under the Act.

     SECTION  8.     Consolidation,  Merger  or  Sale  of  the  Company.  If the
Company  is  a  party  to  a  consolidation,  merger or transfer of assets which
reclassifies  or changes its outstanding Common Stock, the successor corporation
(or  corporation  controlling  the  successor corporation or the Company, as the
case  may  be)  shall by operation of law assume the Company's obligations under
this  Agreement.  Upon  consummation  of  such  transaction  the  Option  shall
automatically  become exercisable for the kind and amount of securities, cash or
other  assets  which the holder of the Option would have owned immediately after
the  consolidation,  merger  or  transfer if the holder had exercised the Option
immediately  before  the  effective  date  of  such  transaction.

     SECTION  9.  Company  Transfer  of  Shares.  The Company shall use its best
efforts  to  assure  that  the  Shares  shall  be  transferable  under  Rule 144
promulgated  under the Securities Act of 1933, as amended, on that date in which
the Holder has held the Shares for the applicable holding period under Rule 144,
and  shall  use  its  best  efforts at no cost or expense to Holder to cause its
transfer  agent  to  transfer  the  Shares  under such Rule 144 when the same is
sought  by  Holder.

     SECTION  10.  Notices  to  Company  and  Holder.  Any  notice  or  demand
authorized  by  this  Agreement  to be given or made by Holder or by the Company
shall be sufficiently given or made if sent by registered mail, postage prepaid,
return  receipt  requested  to  the principal office of the party to receive the
notice  as  provided  below:

If  to  Company:               GTC  Telecom  Corp.
                               3151  Airway  Avenue,  Suite  P-3
                               Costa  Mesa,  CA  92626
                               Attn:  Paul  Sandhu,  President

With  copy  to:                Law  offices  of  M.  Richard  Cutler,  Esq.
                               610  Newport  Center  Drive,  Suite  800
                               Newport  Beach,  CA  92660
                               Attention:  M.  Richard  Cutler


<PAGE>
If  to  Holder:                Clay  T.  Whitehead
                               _________________________
                               _________________________
                               _________________________

     SECTION  11.  Supplements  and  Amendments.  This  Agreement  may  only  be
amended  with  the  express  written  consent  of  Holder  and  the  Company.

     SECTION  12.  Successors.     All  the  covenants  and  provisions  of this
Agreement by or for the benefit of the Company or Holder shall bind and inure to
the  benefit  of  their  respective  successor  and  assigns  hereunder.

     SECTION  13.  Counterparts.   This Agreement may be executed in one or more
counter  parts,  such  that  when  integrated  together they will form a binding
Agreement.

     IN  WITNESS  WHEREOF,  the  parties hereto have caused this Agreement to be
duly  executed,  as  of  the  date  and  year  first  above  written.

GTC TELECOM CORP.

/s/ S. Paul Sandhu
By: S. Paul Sandhu
Its: President


/s/ Clay T. Whitehead
Clay T. Whitehead