AGREEMENT FOR COMPENSATION
                             FOR CONSULTING SERVICES

     THIS  AGREEMENT  (the  "AGREEMENT")  is made by and between DAN W. BAER, an
Individual  ("BAER"),  and  GTC  CORP.,  a  Nevada  corporation, as successor in
interest  to  Gen  Tel  Communications,  Inc.,  a  Colorado  corporation  (both
collectively  referred to as "GTC"), ERIC CLEMONS, an Individual ("CLEMONS") and
PAUL  SANDHU,  an  Individual  ("SANDHU"),  (GTC,  CLEMONS,  and  SANDHU  are
collectively referred to together as "GTC GROUP"), with respect to the following
facts.

     A.     The  parties acknowledge that a conflict of interests exists in that
DAN  W.  BAER  ("BAER")  is  a  Licensed  California  real  estate broker, and a
principal  in  HAMILTON  COVE REALTY, INC. ("HCR"), a California corporation, as
well  as  president  of SOUTHERN CALIFORNIA SUNBELT DEVELOPERS, INC. ("SCSD"), a
California  corporation.  SCSD  is  the  owner  of real property located at 3151
Airway  Avenue,  Suites  P-3  and P-1, Costa Mesa, California 92626 (The "LEASED
PREMISES").

     B.     Gen-Tel  Communications,  Inc.,  a Colorado corporation, Clemons and
Sandhu are the named lessees under a written lease dated May 21, 1998 pertaining
to  Suite  P-3,  and GTC Telecom, Eric Clemons and Paul Sandhu are named lessees
under  a  subsequent  written Addendum to Lease, pertaining to Suite P-1.  On or
about August 31, 1998, Gen-Tel Communications, Inc., a Colorado corporation, was
merged  into  Bobernco,  Inc.,  a  Nevada corporation.  Upon the merger, Gen-Tel
Communications, Inc., changed its name to GTC Telecom, a Nevada corporation, and
is  now  the  successor  in  interest  to  Gen-Tel  Communications,  Inc.

     C.     The  GTC  Group  is obligated to BAER for real estate and consulting
services  in connection with market analysis and negotiations for GTC's proposed
lease  of  new  space, and negotiations for an Early Termination Agreement and a
Settlement  Agreement  as  between  the  GTC  Group  and  SCSD  for GTC's Leased
Premises.

     D.     Each  of the above recitals is a material part of this Agreement and
all  are  hereby  fully  incorporated  into  the  body  of  this  Agreement.

     1.     CONSIDERATION  TO BAER:     As full satisfaction of any sums due for
BAER's  services  rendered  to  date,  GTC Group agrees to issue and transfer to
BAER,  in  the  name of DAN W. BAER, the following shares of common stock of GTC
TELECOM  CORP.,  a  Nevada  corp.

25,000     Shares  of  Section  144  stock issued IN THE NAME OF DAN W. BAER, AN
INDIVIDUAL, with an Effective Date or Issue Date as soon as available, but in no
event  later  than  January  31,  2000.

     2.     All  of  the shares shall be issued in separate Certificates of five
thousand  (5,000) shares each, and all rights to the Certificates and the shares
issued  thereunder  shall  be  fully  assignable  by  Dan  W.  Baer.


<PAGE>
     3.   BAER  acknowledges  that  such  GTC  TELECOM CORP. common stock issued
pursuant  to  this Agreement (the "SECURITIES"), will be "restricted securities"
(as  such  term  is  defined in Rule 144 promulgated under the Securities Act of
1933, as amended ("RULE 144")), that the Securities will include the restrictive
legend  as  detailed below, and except as otherwise set forth in this Agreement,
that the Shares cannot be sold for a period of one year from the Effective Date,
unless  registered  with  the  SEC and qualified by appropriate state securities
regulators,  or  unless  BAER  obtains  written  consent  from GTC and otherwise
complies  with an exemption from such registration and qualification (including,
without  limitation,  compliance  with  Rule  144).

     4.   Each  certificate  of  Section  144  stock  issued  to Dan W. Baer, an
Individual,  pursuant  to  this  Agreement  shall bear the following restrictive
legend:

"THE  SECURITIES  REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE  SECURITIES  ACT  OF 1933, AS AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF
ANY  STATE,  AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR
OTHERWISE  DISPOSED OF FOR A PERIOD OF ONE YEAR FROM THE ISSUANCE THEREOF EXCEPT
(i)  PURSUANT  TO  AN  EFFECTIVE  REGISTRATION  STATEMENT  UNDER THE ACT AND ANY
APPLICABLE STATES LAWS OR (II) UPON THE EXPRESS WRITTEN AGREEMENT OF THE COMPANY
AND  COMPLIANCE,  TO  THE EXTENT APPLICABLE, WITH RULE 144 UNDER THE ACT (OR ANY
SIMILAR  RULE  UNDER  THE  ACT  RELATING  TO  THE  DISPOSITION  OF SECURITIES.)"

     5.     GTC  hereby  agrees  to  register  said  securities  on  Form  S-8.

     6.     DEFAULT  IN  ISSUANCE OF SHARES.     In the event GTC Group does not
cause  all of the share certificates to be fully issued and delivered to BAER or
his  nominee  ON  OR  BEFORE  JANUARY  31, 2000, then after giving five (5) days
written  notice  of  such  non-receipt  to  GTC,  given by U.S. Mail, unless the
certificates  are  received  within  said  five  (5)  day  period, BAER shall be
entitled  to  additional  shares  of Section 144 stock of GTC at the rate of two
hundred  (200)  shares  per  calendar  day  until all such shares, including any
additional  shares,  are  issued  and  received  by  BAER.

     7.     ATTORNEY'S  FEES  AND  LEGAL  COSTS.  Each  party shall bear its own
attorney's  fees  and  costs  associated  with the creation and adoption of this
Agreement.

     8.     MISCELLANEOUS.     It  is  further  agreed  as  follows:

     a.     Time.     Time  is  of  the  essence  in  this  Agreement.


<PAGE>
     b.     Notices.     Any  notices,  approvals,  agreements,  or  other
communications  between  the  parties  hereto  required  or permitted under this
Agreement  shall  be  in  writing and shall be deemed to have been duly given or
served  if  delivered  by  hand  or sent by United States mail, postage prepaid,
return  receipt requested, addressed to the party at the following address or to
such  other address as the party may from time to time specify by written notice
to  the  other  party.

     To  BAER:

     Dan  W.  Baer
     Hamilton  Cove  Realty,  Inc.
     3230  East  Imperial  Highway,  Suite  200
     Brea,  CA  92821

     To  GTC  Group:

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

Any such notice shall be deemed delivered and given as of the date so delivered,
if  delivered personally, or seventy-two (72) hours after deposit in a regularly
maintained  receptacle  for  the  deposit  of  United States mail, postage paid,
addressed  and  sent  as  aforesaid.

     c.     Headings.  Headings  contained  in  this  Agreement  are  reference
purposes  only  and  are  in  no way intended to describe, interpret, define, or
limit  the  scope, extent, or intent of this Agreement or any provisions hereof.

     d.     Severability.  Every  provision  of this Agreement is intended to be
severable.  If any term or provision hereof is illegal or invalid for any reason
whatsoever,  such  illegality or invalidity shall not affect the validity of the
remainder  of  this  Agreement.

     e.     Amendments.  This Agreement may not be amended, changed, or modified
except  by  a  written  instrument  signed by the party affected by such change.

     f.     Fax Execution.  This Agreement may be executed and delivered via fax
transmission.  Any signature transmitted via fax shall be treated the same as an
original  signature.  Any party executing this Agreement via fax, shall mail the
original  signature  to  the  other  party  within  twenty-four  (24)  hours  of
execution.

     g.     California  Law.  The  laws  of the State of California shall govern
all aspects of this Agreement.  Any legal action brought in connection with this
Agreement  shall  be  maintained  in  Orange  County,  California.

     h.     Counterparts.  This  Agreement  may  be  executed  in  any number of
counterparts  with  the same effect as if all parties hereto had signed the same
document.  All counterparts shall be construed together and shall constitute one
(1)  agreement.


<PAGE>
     i.     Parties  in  Interest:  Each  and  every  provision herein contained
shall be binding upon and shall inure to the benefit of the parties' successors,
permitted  assigns,  heirs,  executors,  administrators,  and  personal
representatives.

     j.     Variation of Pronouns.  All pronouns and variations thereof shall be
deemed  to  refer  to  masculine,  feminine, neuter, singular, or plural, as the
identify  of  the  person  or  persons  may  require.

     k.     Entire  Agreement.  As  of the date hereof, this Agreement including
any  attachments  described  herein,  constitutes  the  entire understanding and
agreement  among  the  parties hereto with respect to the subject matter hereof,
and  there  are no agreements, understandings, restrictions, representations, or
warranties  among  the  parties  other  than  those set forth in this Agreement.

     l.     Attorney  Fees.  If  any litigation, arbitration or other proceeding
is  commenced  between  the parties or their personal representatives concerning
any  provision  of  this  Agreement,  or  the  rights and duties of any party in
relation  thereto,  the prevailing party in such litigation or arbitration shall
be  entitled,  in  addition  to  such other relief as may be granted, to recover
their  costs  and  reasonable  attorney's  fees  and expenses, as costs, in such
litigation  or  arbitration.  If  any  judgment  results from such litigation or
arbitration,  then  the prevailing party shall be entitled to recover reasonable
attorney's  fees,  expenses  and  costs  of  enforcing  such  judgment  and this
post-judgment  right  to  attorney's  fees  is intended to be severable from the
other  provisions  of this Agreement, to survive any judgment obtained hereunder
and  is  not  deemed  merged  into  the  judgment.  As  used herein, "reasonable
attorney's  fees",  "expenses", and "costs" shall mean the full and actual costs
of  any  legal services actually performed, calculated on the basis of the usual
fees  charged  and  expenses  and costs incurred by the attorney performing such
services.

     m.     No  Interpretation  Against  Drafter.  This  Agreement  has  been
negotiated  at  arms  length  between persons sophisticated and knowledgeable in
these  types  of  matters.  In  addition,  each  party  has  been represented by
experienced  and  knowledgeable legal counsel, or had the opportunity to consult
such  counsel.  Accordingly,  any  normal rule of construction or legal decision
that would require a court to resolve any ambiguities against the drafting party
is  hereby  waived  and  shall  not  apply  in  interpreting  this  Agreement.

     IN  WITNESS WHEREOF, the parties hereto have executed and entered into this
Agreement  as  of  the  date  shown  below.



                             /s/ Dan W. Baer
Date  January 4              DAN  W.  BAER,  an  Individual



     (Additional  Signatures  Appear  on  Following  Page)


<PAGE>

                            GTC  TELECOM  CORP.  (successor  in
                            interest  to  Gen-Tel  Communications,
                            Inc.,  a  Colorado  corporation)
                            A  Nevada  corporation



                             By: /s/ S. Paul Sandhu
Date January 4               PAUL  SANDHU,  President and
                             Chief Executive Officer and Director


                             By: /s/ Eric Clemons
Date January 4               ERIC  CLEMONS,  Chief  Operating
                             Officer  and  Director

                             By: /s/ Gerald DeCiccio
Date January 4               GERALD  DeCICCIO,  Chief  Financial  Officer



                             /s/ Eric Clemons
Date January 4               ERIC  CLEMONS,  Individually



                             /s/ Eric Clemons
Date January 4               PAUL  SANDHU,  Individually