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,
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(2,934 RENTABLE
SQUARE  FEET  (RSF); Monthly Base Rent (MBR):  $6,347.00), P-1 ( 2,973 RSF; MBR:
$6,434.12),  and  P-3 (2,712 RSF; MBR: $5,869.27), representing a total of 8,619
RSF  at  an  MBR  of  $18,650.39;

     WHEREAS,  Tenant  desires  to  TERMINATE  ITS OCCUPANCY OF SUITE L-2 (2,934
RSF).  and to relocate to replacement office space located within the JOHN WAYNE
EXECUTIVE  GUILD,  presently  designated as SUITE K-103 (1,661 RSF), SUITE K-104
(1,739  RSF), and SUITE K-108 (1,539 RSF), totaling 4,939 RSF, while maintaining
occupancy  of  SUITES  P-1  (2,973  RSF) and P-3 (2,712 RSF), for a combined new
total  of  10,624  RSF;

     IT  IS  THEREFORE  AGREED  AND  UNDERSTOOD  THAT:

Premises:     The Premises embraced by this Addendum shall consist of a total of
4,939  RSF  (replacement  space)  as  follows:

          Suite  K-103  (1,661  RSF)
          Suite  K-104  (1,739  RSF)
          Suite  K-108  (1,539  RSF)

Landlord  and  Tenant  mutually  agree  and  acknowledge that the square footage
calculation  is  an  approximation.  Landlord  represents  that said approximate
square  footage  measurement was ascertained by measurements and calculations by
professional,  unrelated  third  parties, in accordance with industry guidelines
and  procedures.

Term:          The  Term  of this Lease for the replacement space (Suites K-103,
K-104 and K-108) shall be thirty-six (36) months, commencing August 1, 2001, and
terminating  on  July  31, 2004, subject to early termination as hereinafter set
forth.

Base  Rent:     The  effective  Base  Rental  Rate  for  the  initial  period of
occupancy,  exclusive  of  electricity,  is  $1.83  per  RSF,  as  follows:

               Suite  K-103  (1,661  RSF  x  $1.83/RSF  =     $3,039.63
               Suite  K-104  (1,739  RSF  x  $1.83/RSF  =     $3,182.37
               Suite  K-108  (1,539  RSF  x  $1.83/RSF  =     $2,816.37

                                               Total          $9,038.37

Commencement
Date:          This  Lease for the Replacement Space shall commence on August 1,
2001.  Landlord  has  specified  that GTC may RETAIN POSSESSION AND OCCUPANCY OF
SUITE  L-2,  free  of  rent, through the month of August, 2001, provided (1) the
Tenant  Improvements  have  been  completed  and  the Premises are, in all other
respects, substantially ready for occupancy; and (2) UPON RECEIPT BY LANDLORD OF
GTCS CHECK constituting the additional Security Deposit ($6,000.00), Incremental
Tenant  Improvements  Payment  (1/12  of  $10,000.00  =  $833.33), and Estimated
Electrical  Deposit  (20  per  RSF  =  $987.80), plus Base Rent for the month of
August,  2001.

Termination
Date:          This  Lease  shall  terminate  on July 31, 2004, subject to early
termination  as  hereinafter  set  forth.

Option  for  Early
Termination:     After a minimum occupancy period of no less than six (6) months
(i.e.,  after  January  31,  2002)  and  no  more than twelve (12) months (i.e.,
before  July  31,  2002),  at  Tenants  option,  this Lease may be terminated by
Tenant, by providing no less than seventy-five (75) days  written notice, Tenant
to  Landlord,  of Tenants intention to terminate, accompanied by payment in good
funds  of  a  Termination  Fee,  payable  to  Landlord,  as  follows:

Notice of intent to terminate occupancy after six (6) months occupancy but prior
to  twelve  (12)  months  occupancy (i.e., no earlier than January 31, 2002, but
before  July  31,  2002)  =
Five  (5)  months Base Rent (i.e., 5  x $9,038.37 = $45,191.85 Termination Fee).

Notice  of intent to terminate occupancy after twelve (12)  months occupancy but
before  eighteen (18) months occupancy (i.e., no earlier than July 31, 2002, but
before  January  31,  2003)  =
Four  (4)  months Base Rent (i.e., 4  x $9,038.37 = $36,153.48 Termination Fee).
<PAGE>

Notice of intent to terminate occupancy after eighteen (18) months occupancy but
before  twenty-four  (24)  months  occupancy  (i.e., no earlier than January 31,
2003,  but  before  July  31,  2004)  =
Three  (3)  months  Base  Rent  (i.e., 3 x  x $9,03.37) = $27,115.11 Termination
Fee).

Notice  of intent to terminate occupancy after twenty-four (24) months occupancy
but  before  thirty  (30) months occupancy (i.e., no earlier than July 31, 2004,
but  before  January  31,  2005)  =
Two  (2)  months  Base Rent (i.e., 2  x $9,038.37 = $18,076.74 Termination Fee).

Security
Deposit:     $24,000.00.

GTC  is  presently  the  occupant  of approximately 8,619 RSF of office space in
suites owned by Landlord, namely Suites L-2 (2,934 RSF) P-1 (2,973 RSF), and P-3
(2,712  RSF).  Tenant  desires  to  terminate  its occupancy of Suite L-2 (2,934
RSF),  and to relocate to replacement office space located within the JOHN WAYNE
EXECUTIVE  GUILD,  presently  designated as Suite K-103 (1,661 RSF), Suite K-104
(1,739  RSF), and Suite K-108 (1,539 RSF) encompassing approximately 4,939 total
RSF,  while maintaining occupancy of Suites P-1 (2,973 RSF), and P-3 (2,712 RSF)
encompassing  approximately  5,685 RSF for a new total of 10,624 (an increase of
2,005  RSF).  Landlord acknowledges prior receipt of the sum of $18,000.00, with
regard to Tenants occupancy of Suite L-2 ($6,000.00), Suite P-1 ($6,000.00), and
P-3  ($6,000.00),  which  said  sum shall be applied to Tenants occupancy of the
Premises  embraced  by  this  Addendum to Lease, leaving a balance of $6,000.00.

Contemporaneous with the execution of this Addendum to Lease, Tenant shall remit
Tenants  check  constituting  the  additional  Security  Deposit of Six Thousand
Dollars  ($6,000.00),  as  well  as Base Rent for the month of August, 2001, and
estimated  electrical  costs  (estimated  at  $.20  per  RSF).

Electricity:     Landlord  shall  furnish, or cause to be furnished, electricity
to  the  Premises.  Tenant  and  Landlord mutually acknowledge that the Projects
normal hours of operation, as dictated by the Project Rules and Regulations, are
from 7:00 a.m. to 5:30 p.m., Monday through Friday, and 8:00 a.m. to 12:00 p.m.,
on  Saturday.  Tenant  and  Landlord  further acknowledge that Tenant intends to
operate  its  business  in the replacement space twenty-four (24) hours per day,
seven  (7)  days a week.  Tenant and Landlord further agree that the lower floor
of  Building  K,  John  Wayne Executive Guild, encompasses an area equivalent to
7,686 RSF.  Based upon Tenants extended working hours, above-average utilization
of  equipment  (requiring  electrical  capacity  and  equipment  over  and above
ordinary 110 volt typically utilized in general business offices), Tenant agrees
to  pay  actual  costs  per  Southern  California  Edisons  (or  any  subsequent
electricity  provider)  for  electrical  usage  within  Suites K-103, K-104, and
K-108.  If and/or when the lower floor of the K buildings is rewired and metered
to  provide  the actual electrical costs for the K Building Suites, Tenant shall
be billed accordingly based upon 87% of the actual total electrical usage of the
lower  floor  of  Building  K.  With the first month of occupancy (i.e., August,
2001),  Tenant  will  receive  an invoice constituting an estimate of electrical
charges,  which  will  be  adjusted  by  Landlord upon receipt of actual billing
information.

Keys:          Tenant will be furnished, free of charge, twenty (20) keys to the
door locks of the Premises.   Extra keys are available at Tenants request, for a
reasonable  charge.

Tenant  Improve-
ments:     At  Tenants  request,  Landlord  has  undertaken  certain  Tenant
Improvements, in accordance with the attached space plan (EXHIBIT A), consisting
of  the  following:

                      Remove  the  flooring;  remove the light closest to K-108;
remove  outlet  hanging  from outside of wall; remove wood cabinets and discard;
remove  excess  wood  border, excess wallpaper border and discard/ construct new
walls,  switch  doors  from  Office  6  to  Office  7  and  vice  versa;


               Install  one  (1)  interior  window  to  accommodate  Tenant's
requirements  as  outlined  and  agreed  upon with Landlord's representative and
Construction  Manager,  Mr.  Dan  Wentz  of  E-Dan  Construction  Company, Inc.;

               Texture and paint newly constructed walls in the color designated
as  Swiss  Coffee;

               Remove existing carpeting; Install vinyl flooring in a portion of
the  Premises, as designated by Tenant; re-carpet remaining floor area in a type
and  color  comparable  to  that which is in use in comparable units at the John
Wayne  Executive  Guild;  and

               Shampoo  remainder  of  carpets;

               Remove  a portion of the ceiling tiles and frame work, rebuild to
match  adjacent  ceiling  tiles;

               Redesign  existing ceiling lighting to accommodate new floor plan
for  the  Premises;

               Realign  existing  HVAC  ducting,  thermostatic  controls and add
additional  roof  units  as  necessitated  by  Tenant's  intended  occupancy and
requirement  of  expansion;

               Stain  wooden  sink  cabinets;  and

               Touch  up  paint in remainder of Premises as needed; make any and
all  necessary  repairs and clean Premises thoroughly prior to occupancy;  clean
walls;  clean  floors;  clean  fixtures;  clean  counters;  clean toilets; clean
doors.

Tenant  and Landlord agree and acknowledge that the cost of Tenant Improvements,
including  heating  and  air  conditioning  requirements, over and beyond normal
office usage will be approximately $30,000.  Tenant has agreed to pay the sum of
$10,000.00,  which amount will be invoiced to Tenant as Additional Rent, due and
payable  to  Landlord,  concurrently with Base Rent, and shall be allocated over
the  period  of  the  first year (twelve months) of occupancy, without interest.

Moreover,  Tenant  shall  undertake,  at  Tenants  sole  cost and expense, those
additional Tenant Improvements (including but not limited to the installation of
60"  high  panels,  etc.) outlined on Exhibit B, attached hereto and made a part
hereof.

Any  additional  Tenant Improvements not listed above required by Tenant, either
prior  to  or subsequent to Tenants occupancy, shall be at the Tenants sole cost
and expense.  Additionally, any further Tenant Improvements, even if provided by
and/or  paid  for  by  Tenant,  must receive prior written approval of Landlord,
which  will  not  be  unreasonably  withheld.

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.

Misc.:          It  is  further  agreed  as  follows:

a.     The  signing  of  this Addendum to lease shall signify Tenant's notice to
Landlord, according to the terms of the ADDENDUM DATED MAY 21, 1998, of Tenant's
intent to vacate Suite L-2 as of August 31, 2001.  Tenant will only owe rent for
Suite  L-2  through  July  31,  2001.

b.     .     Time.     Time  is  of  the  essence  in  this  Lease.


<PAGE>

c.               c.     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  Landlord:

               Dan  W.  Baer
               Southern  California  Sunbelt  Developers,  Inc.
               3230  East  Imperial  Highway,  Suite  200
               Brea,  CA  92821

               To  Tenant:

               Mr.  Paul  Sandhu
               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.

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.

///

///

<PAGE>
EXECUTED  at   Orange  County,  California.

Landlord:

SOUTHERN  CALIFORNIA  SUNBELT  DEVELOPERS,  INC.
A  CALIFORNIA  CORPORATION


By: /S/ Dan W. Baer
     DAN  W.  BAER,  President               Dated 8/17/01

Tenant:

GTC  TELECOM
A  Nevada  corporation


By: /s/ S. Paul Sandhu
    PAUL  SANDHU,  CEO                       Dated 8/14/01




/s/ S. Paul Sandhu
PAUL  SANDHU,  Individually                  Dated 8/14/01



/s/ Eric Clemons
ERIC  CLEMONS,  Individually                 Dated 8/14/01