[CUTLER LAW GROUP LETTERHEAD]

                                January 14, 2000


Paul  Sandhu
GTC  Telecom  Corp.
3151  Airway  Ave.,  Suite  P-3
Costa  Mesa,  California  92626

     RE:  STOCK  ISSUANCES

Dear  Paul:

     This  letter  confirms  our  understanding  that we are to be issued 25,000
shares  of  GTC  Telecom Corp. common stock with S-8 registration rights.  These
shares  are  issued to us, in lieu of cash, as payment against $40,000 for legal
services  provided.  This  letter will also confirm that we have previously been
issued  an  aggregate  of 41,175 shares of the common stock of GTC Telecom Corp.
As  agreed,  this  firm  will  prepare  and  file the appropriate Form S-8 at no
additional  cost.

     In  order  for  us  to  accept  securities  as compensation, we must obtain
informed,  written  consent  from the Company.  The purpose of this letter is to
request  informed,  written  consent  to  the  receipt  of  such  compensation.

     Essentially,  certain conflicts of interest may arise from our accepting an
equity  position  in  the  Company  for  legal services.  More specifically, the
interests  and  objectives of one party may become inconsistent and incompatible
with  the  interests  and  objectives  of  another  party.

     Attorneys  are  governed  by specific rules regarding the representation of
clients  when present or potential conflicts of interest exist.  Rules 3-310(A),
(B),  and  (C)  and (E) of the Rules of Professional Conduct of the State Bar of
California  provide  as  follows:

     "Rule  3-310  Avoiding  Interests  Adverse  to  a  Client

A.     For  purposes  of  this  rule:

1.     'Disclosure'  means  informing  the  client  or former client of the
relevant  circumstances  and  of  the  actual and reasonably foreseeable adverse
consequences  to  the  client  or  former  client;

2.     'Informed  written consent' means the client's or former client's written
agreement  to  the  representation  following  written  disclosure;

3.     'Written'  means  any  writing  as  defined in Evidence Code Section 250.

B.     A  member shall not accept or continue representation of a client without
providing  written  disclosure  to  the  client  where:

1.     The  member  has  a  legal,  business,  financial,  professional, or
personal  relationship  with  a  party  or  witness  in  the  same  matter;  or

2.     The  member  knows  or  reasonably  should  know  that:

(a)     the  member  previously  had  a  legal,  business,
financial, professional, or personal relationship with a party or witness in the
same  matter;  and

(b)     the  previous  relationship  would  substantially  affect  the  member's
representation;  or

     3.     The member has or had a legal, business, financial, professional, or
personal  relationship  with  another  person  or  entity  the  member  knows or
reasonably  should  know  would  be  affected substantially by resolution of the
matter;  or


<PAGE>

     4.     The  member has or had a legal, business, financial, or professional
interest  in  the  subject  matter  of  the  representation.

C.     A  member shall not, without the informed written consent of each client:

1.     Accept  representation  of more than one client in a matter in which
the  interests  of  the  clients  potentially  conflict;  or

2.     Accept  or continue representation of more than one client in a matter in
which  the  interests  of  the  clients  actually  conflict;  or

3.     Represent  a client in a matter and at the same time in a separate matter
accept  as  a  client  a  person or entity whose interest in the first matter is
adverse  to  the  client  in  the  first  matter.

D.     A member shall not, without the informed written consent of the client or
former client accept employment adverse to the client or former client where, by
reason  of  the  representation  of  the client or former client, the member has
obtained  confidential  information  material  to  the  employment."

     Because  of  possible  conflicts  of  interest, we suggest that the Company
carefully  consider the implications of compensation in the form of common stock
of  the Company.  Additionally, we recommend that the Company seek the advice of
independent counsel should any questions arise regarding the existence of actual
or potential conflicts of interest which may presently exist or which may arise.
Once the Company has fully considered such implications, if they so desire, they
may  consent  to our accepting common stock as compensation by signing a copy of
this  letter  acknowledging  that  (i)  the  Company  has  been advised of rules
3-310(A),  (B),  (C),  and (E) and of the conflicts associated with the proposed
arrangement,  and (ii) nevertheless, the Company wants us to represent it and be
compensated  partially  with  common  stock  warrants.

                                      Very  truly  yours,

                                      /s/  M.  Richard  Cutler

                                      M.  Richard  Cutler
<PAGE>
                                     CONSENT

     Cutler  Law  Group  has  explained  to the undersigned that there may exist
present  and  conflicting interests in the above-described action and Cutler Law
Group  has  informed  me  of  the  possible  consequences  of  these  conflicts.

     I  understand  that  I  have  the  right to seek independent counsel before
signing  this  Consent  or  at  any  future  time.  The undersigned nevertheless
desires representation by and payment of common stock to Cutler Law Group to the
extent  described  above,  and,  therefore,  consents and gives approval to such
representation  and  payment.

Dated:     January  14,  2000                    GTC  Telecom  Corp.




                                                 By:_/s/  Paul  Sandhu
                                                 Paul  Sandhu
                                                 President and Chief Executive
                                                 Officer