ADDENDUM TO THAT LEASE
                               DATED MAY 21, 1998

     The  parties  hereby  amend that certain Lease, dated May 21, 1998, between
SOUTHERN  CALIFORNIA  SUNBELT  DEVELOPERS,  INC.  ("Landlord")  and  GEN-TEL
COMMUNICATIONS ("GTC"), A CALIFORNIA CORPORATION; ERIC CLEMONS; AND PAUL SANDHU,
JOINTLY  AND  SEVERALLY  ("Tenant")  for property located at 3151 Airway Avenue,
SuitesL-2,  P-1 AND P-3, Costa Mesa, California 92626 in the following respects:

     WHEREAS,  Tenant  is  presently the occupant of office space located at THE
JOHN  WAYNE  EXECUTIVE  GUILD CENTER, 3151 Airway Avenue, Costa Mesa, California
(the  "Premises"), more specifically designated as SUITES L-2(MONTHLY BASE RENT:
$6,347.00),  P-1  (MONTHLY  BASE  RENT:  $6,434.12)  AND P-3 (MONTHLY BASE RENT:
$5,869.27);

     WHEREAS,  the  Term  of  Tenants  occupancy of the Premises is scheduled to
expire  on  May  31,  2001;  and

     WHEREAS,  Tenant  desires  to  continue  its occupancy of the Premises on a
month-to-month  basis;

     IT  IS  THEREFORE  AGREED  AND  UNDERSTOOD  THAT:

                                  PRECONDITIONS

Tenant  Improve-
ments:     At  Tenants  request,  Landlord  has  undertaken  certain  Tenant
Improvements,  consisting  of  the  repainting  of  a  portion  of the Premises,
installation  of  a  wallpaper  border,  etc.,  as described in the accompanying
Tenant-approved  invoice  (EXHIBIT  1"),  for a total cost of $3,426.58.  Tenant
acknowledges  that  the  expense  of  such  Tenant  Improvements  is  the  sole
responsibility  of  Tenant,  and  Tenant hereby agrees to prompt payment of such
invoice  as  a  precondition to the within Addendum to Lease (i.e., on or before
June  1,  2001),  with  the  payment  of  the June, 2001 Base Rent in the sum of
$19,247.20,  as  set  forth  hereinbelow,  for  a  June  1,  2001  total  due of
$22,673.78.

Other  Services  Provided
by Landlord:     The parties acknowledge that DAN W. BAER, president of Landlord
corporation,  SOUTHERN  CALIFORNIA  SUNBELT  DEVELOPERS,  INC.,  is  also  a
principal/officer  of  DAN BAER & ASSOCIATES,  a Sole Proprietorship.  Tenant is
indebted  to  DAN  BAER  &  ASSOCIATES  in  the  sum of $6,006.45 for additional
services,  as  more  particularly described in the accompanying invoice (EXHIBIT
2").  Tenant  acknowledges  that  such  services  have  been provided and Tenant
hereby  agrees  to  prompt  payment  of such invoice (i.e., on or before May 15,
2001)  as  a  precondition  to  Landlords  acceptance of this Addendum to Lease.

                                    RECITALS

Term:          The  term of Tenants occupancy of the Premises is hereby extended
on  a  month-to-month  basis,  commencing  June  1,  2001,  and  continuing on a
month-to-month  basis  for  a maximum of one year, and subject to termination by
either party, upon a minimum of seventy-five (75) days written notice, one party
to  the  other.

Base
Rent:          Paragraph  18.2  of  the  Lease  Dated  May  21,  1998  provides:

Payment of Operating Expenses.     It is mutually agreed that the calculation of
the  actual  annual increase in the operating expenses, for each individual unit
of  the  John  Wayne  Executive  Guild  complex,  is difficult, costly, and time
consuming.  Therefore,  whenever the base monthly rent provided for herein is to
be  increased  in  response to changes in the Consumer Price Index, the Landlord
shall  have  the  unilateral  option  to  observe the following provisions.  The
adjustment,  if  any,  shall  be  calculated upon the basis of the United States
Department  of  Labor  Statistics, Revised Consumer Price Index for SUBGROUP ALL
ITEMS  - ALL URBAN CONSUMERS, Los Angeles - Anaheim - Riverside, 1982/1984 = 100
(Index).  The  index, published as of ninety (90) days prior to the commencement
date  of  the  Lease shall be considered the "Base".  The amounts to be adjusted
shall  be  increased  by  the  percentage  increase, if any, in the Index, as of
ninety  (90)  days  prior  to  the adjustment date, over the "Base".  Additional
adjustments  will  be made in the same manner, at the end of each ensuing twelve
(12) month period, including option periods, of the full lease term.  The annual
adjustment  in the C.P.I. shall be cumulative and will be added to each adjusted
amount on an annual basis.  Said increase shall not exceed four percent (4%) per
annum  nor  be  less  than  one  percent  (1%)  per  annum.  For each subsequent
anniversary  date  of  the  Lease,  Tenant's  share  of  the  annual increase in
operating  expenses  shall  be  calculated  in  like  manner.

          On  the  basis  of  a  3.2%  increase in the CPI, as of March 1, 2001,
Tenants  Monthly  Base  Rent  shall  be  increased,  as  follows:

                           FROM         TO          INCREASE

               Suite  L-2:     $  6,347.00     $  6,550.10     $  203.10

               Suite  P-1:     $  6,434.12     $  6,640.91     $  205.89

               Suite  P-3:     $  5,869.27     $  6,057.09     $  187.82

               TOTAL           $ 18,650.39     $19,247.20      $  596.81

Counter-
parts:          This  Addendum to Lease may be executed in counterparts, each of
which  shall  be  deemed  an  original,  but  all  of which taken together shall
constitute  one  and  the  same  instrument.

EXCEPT  AS  MODIFIED HEREIN, ALL OTHER TERMS AND CONDITIONS OF THE LEASE BETWEEN
THE  PARTIES  ABOVE  DESCRIBED,  SHALL  REMAIN  UNCHANGED  AND IN FULL FORCE AND
EFFECT.


     EXECUTED  at   Orange  County,  California.


Landlord:

SOUTHERN  CALIFORNIA  SUNBELT  DEVELOPERS,  INC.
A  CALIFORNIA  CORPORATION



By: /s/ Dan W. Baer
     DAN  W.  BAER,  President     Dated 5/7/01

Tenant:

GTC  TELECOM
A  Nevada  corporation


By: /s/ S. Paul Sandhu
    PAUL  SANDHU,  President  &  CEO   Dated 5/22/01



/s/ S. Paul Sandhu
PAUL  SANDHU                           Dated 5/22/01



/s/ Eric Clemons
ERIC  CLEMONS                          Dated 5/22/01