INTERNET SERVICES AGREEMENT

     THIS  INTERNET  SERVICES  AGREEMENT  (this "Agreement") is made and entered
into  effective July 17, 2001, by and between IKANO Communications, Inc., a Utah
corporation ("IKANO"), and GTC Telecom, a Nevada corporation (the "Company"), on
the  following:


                                    PREMISES

     IKANO  has  developed and aggregated several Internet Protocol ("IP") based
products  and  services;  a  proprietary  IP  based  billing,  provisioning, and
customer  management  platform (the "Business Rules Platform"); and a network of
networks  infrastructure  operated  by  IKANO's  network  operations  centers.
Utilizing  this  equipment,  infrastructure,  network  resources, and personnel,
IKANO  is  a  turnkey  provider of IP products and services to organizations and
their end-user customers, members, and/or employees ("Subscribers"). The Company
desires  to  engage IKANO to provide IP based products and services on the terms
set  forth  below.

                                    AGREEMENT

     NOW,  THEREFORE,  in consideration of the foregoing premises and the mutual
covenants  contained  herein  and  other  good  and  valuable consideration, the
receipt  and  sufficiency of which are hereby acknowledged, the parties agree as
follows:
     1.     SERVICES.  Subject  to  payment  of all applicable fees, IKANO shall
use  commercially  reasonable  efforts  to develop, provide, and maintain the IP
based  products and services (the "Services") described in the Statement of Work
attached  to  this  Agreement  as  SCHEDULE  A  (the  "Statement of Work").  The
Statement  of  Work,  including  any  schedules,  specifications, timelines, and
requirements  included  therein,  is hereby incorporated into and made a part of
this  Agreement.  The  delivery  of  the  Services will be subject to delays for
circumstances  beyond  IKANO's  reasonable control and the continued cooperation
and  timely delivery of materials and required process approvals by the Company.
The  Company  understands  that  IKANO's  performance  under  this  Agreement is
dependent  in part on the Company, the Subscribers, and third parties, including
without  limitation,  suppliers.  Accordingly, any performance to be rendered by
IKANO  hereunder shall be appropriately waived or delayed to account for actions
or  inactions  by  such  third parties.  The Company acknowledges that IKANO has
entered  into  agreements with certain underlying service provider(s) to be able
to  provide  aspects  of  the  Services  and  agrees that IKANO may be unable to
provide  such  Services, or portion thereof, to the Company in the future due to
expiration  of  such agreement(s) or otherwise.  If IKANO terminates any part of
the  Service,  IKANO  shall  use  commercially  reasonable  efforts  to  find an
alternative  provider  of  such  Service.
     2.     ADDITIONAL  SERVICES;  WORK ORDERS. The Company agrees that IKANO is
responsible  only  for  providing the identified Services and is not responsible
for providing additional services or performing tasks not specifically described
in  this Agreement or the Statement of Work or otherwise agreed to in writing by
the parties subsequent to the date of this Agreement. In the event IKANO and the
Company  agree that IKANO should provide additional services not included in the
original  scope  of  the  Services, then the parties shall execute a Maintenance
Agreement,  a  work order form (an "Order Form"), or other appropriate Addendum,
which  document  shall  be  incorporated into and made a part of this Agreement.
     3.     FEES  AND  PRICING.  In consideration of the Services to be provided
by  IKANO,  the  Company  will  pay  the  one-time,  annual,  and recurring fees
specified  in  the  Statement of Work.  All set-up fees shall be paid in full at
the  time  of  execution  of this Agreement.  All other fees will be invoiced by
IKANO  in  accordance  with  its  billing  and invoicing procedures.  Generally,
invoices  will  be sent to the Company in the first five (5) days of each month,
and  due and payable within ten (10) days from the date of invoice.  Any fee not
paid when due shall be subject to a late fee equal to 1.5% percent per month, or
the maximum amount permitted by law until paid in full, plus all reasonable fees
associated with collection.  Upon notice of not less than forty-five  (45) days,
IKANO  may,  at  its  discretion, adjust the Subscriber fees, provided, however,
that  in  the  event of a more than eight percent (8%) increase annually in such
prices,  the Company may terminate this Agreement within thirty (30) days of its
receipt of such notice.  If the Company fails to object to such adjustment, then
the  Company  shall  be deemed to have agreed to the adjustment.  The Company is
responsible  for  payment  of credit card and other payment processing fees.  In
connection  with offering the Services to the Subscribers, the Company is solely
responsible  for  all  billing  adjustments/credits, creditworthiness, and other
service-related  requirements  of  its  Subscribers,  and  IKANO  shall  have no
liability  to  Subscribers  under  this  Agreement.  The  Company's  payment
obligations  are  not contingent upon the ability to collect payments or charges
from  Subscribers.
     4.     BUSINESS  RULES  PLATFORM.  If necessary and within the scope of the
Services,  IKANO  shall  perform  setup  and interfacing functions to enable the
Company to use IKANO's Proprietary Business Rule Platform to establish automated
subscribers  account management, provisioning, and billing processes.  No rights
to  any intellectual property included in the Business Rules Platform are hereby
transferred  to  the  Company.
     5.     MINIMUM  COMMITMENT.  The parties acknowledge that, in order for the
Services  to  be  successful  and to justify the expense, time, and effort to be
incurred  by IKANO, the Services must be adopted by Subscribers.  Therefore, the
Company  agrees to the minimum Subscriber commitments set forth in the Statement
of  Work.  In  the  event  these minimum commitments are not being met after the
first  year,  IKANO  shall have the right to reevaluate the relationship and may
terminate  this  Agreement  on  thirty  (30)  days'  written  notice.
     6.     CUSTOMER USE AGREEMENT/ACCEPTABLE USE POLICY.  At registration, each
Subscriber will be required to accept (by signing or clicking through) the terms
and  conditions  of  a Customer Use Agreement/Acceptable Use Policy (the "CUA").
The  CUA  will  have  substantively  similar terms as those set forth in IKANO's
standard  policy,  located  at  http:www.ikano.com/useragreement.asp, subject to
modification for the actual Services being purchased by the Subscriber.  The CUA
will  contain  provisions  prohibiting  improper  end-user  activities  such  as
spamming; illegal/improper postings to newsgroups; and transmitting or otherwise
displaying  illegal  or  improper information or material, including defamatory,
libelous,  or  obscene  items.  The CUA will be subject to modification by IKANO
from  time  to  time.  Subscribers who do not accept the terms and conditions of
the  CUA  will  not  be  allowed  to  access IKANO's Internet network or use the
Services.  The  Company  agrees to cooperate with IKANO in enforcing the CUA and
to  abide  by IKANO's decision to terminate any Subscriber account for violation
of  the CUA.  IKANO reserves the right to take any and all additional actions it
may deem appropriate with respect to Subscribers who violate the CUA, including,
without  limitation,  taking  action  to  recover  the  costs  and  expenses  of
identifying  offenders  and  excluding  them  from  the  Services,  and  levying
cancellation  charges  and  penalties.
     7.     WARRANTIES;  LIMITATIONS  ON  LIABILITY.
     7.1     IKANO Warranties.  In order to support the Services during the term
of  this  Agreement,  IKANO  shall  operate and maintain its Internet network in
accordance  with  generally  accepted  and  customary industry standards and the
attached  Statement of Work.  IKANO shall use commercially reasonable efforts to
monitor  and  enforce performance obligations of third party vendors and network
providers.  The  Company  understands that IKANO may, from time to time, need to
interrupt  the  Services  for maintenance and other operations reasons, and that
the Company shall not receive any compensation for such operations.  IKANO MAKES
NO OTHER WARRANTIES, EXPRESS OR IMPLIED, AND SPECIFICALLY DISCLAIMS ANY WARRANTY
OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.  IN NO EVENT SHALL IKANO
BE  LIABLE  TO  THE  COMPANY  OR  ANY  THIRD PARTY (INCLUDING BUT NOT LIMITED TO
SUBSCRIBERS)  FOR  ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY
DAMAGES,  INCLUDING  LOSS  OF  DATA,  REVENUE  OR  ANTICIPATED  PROFITS  OR LOST
BUSINESS,  EVEN  IF  IKANO  IS  NOTIFIED  IN  ADVANCE  OF  SUCH  POSSIBILITY.
     7.2     The  Internet.The  Company acknowledges and agrees that, except for
the  Services,  IKANO  (and  IKANO's  suppliers)  do  not operate or control the
Internet  and  that (i) viruses, worms, trojan horses, or other undesirable data
or  software;  or  (ii)  unauthorized users (e.g. hackers) may attempt to obtain
access  to  the  Company's  or  its  Subscribers'  data,  website, computers, or
networks.  IKANO  uses  what  it  believes  to  be reasonable efforts to protect
itself,  its  customers, and any end-users from such unauthorized use, but IKANO
is  not  responsible  for failures resulting from the unauthorized acts of third
parties.  In  the  event  that  IKANO  is  providing  filtering  as  part of the
Services,  the  Company  acknowledges  that  filtering  is  provided  only  on a
"reasonable efforts" basis and that while filtering may block much objectionable
content,  some  objectionable  content  may  pass  through  to  Subscribers.
     8.     TERM  OF AGREEMENT.The initial term of this Agreement shall be for a
period  of  one  (1)  year  from the effective date.  The term of any Work Order
shall  be  as set forth therein.  Thereafter, this Agreement shall automatically
renew  on  a year-to-year basis unless either party provides notice to the other
party  of  its intent not to renew this Agreement at least sixty (60) days prior
to  the  end  of  the initial or any renewal term.  There shall be no additional
set-up  fee  in connection with any renewal of this Agreement, but the recurring
fees  shall  continue,  subject  to  adjustments to reflect IKANO's then current
pricing  structure.  Notwithstanding  any  expiration  or  termination  of  this
Agreement  the  Company  shall  continue to pay for any Services provided to its
Subscribers  until  the  Services are terminated or other arrangements are made.
The  applicable  provisions  of sections 3, 6, 7, 10, 11, 12, 13 and 15.10 shall
survive  the  cancellation,  termination  or  expiration of this Agreement.  Any
other  provisions,  or  parts  thereof,  which  by  their nature, should survive
cancellation,  termination,  or  expiration  shall  also  survive.
     9.     TERMINATION.
     9.1     Termination  for  Breach or Insolvency.  Either party may terminate
this  Agreement  on  thirty (30) days written notice of a material breach by the
other party, unless such breach is cured within such period. Notwithstanding the
foregoing  notice  provision,  either  party  may  terminate  this  Agreement
immediately on written notice if the other party (i) ceases to do business or is
unable  to  pay  debts  as  they  mature  in the normal course or business; (ii)
becomes or is declared insolvent or bankrupt by a court or tribunal of competent
jurisdiction;  (iii)  is  the  subject  of  any  proceeding  arising  out of its
bankruptcy,  liquidation, or insolvency (whether voluntary or involuntary) which
is  not  dismissed within ninety (90) calendar days; or (iv) makes an assignment
for  the  benefit  of  creditors.On any termination, the non-breaching party may
recover  from  the  other  party  all  costs  and  expenses  incurred  by  the
non-breaching  party  in  connection  with  the  breach  (subject to Section 7),
including  reasonable  attorneys'  fees,  whether  such  costs  and expenses are
incurred  with  or  without  arbitration or other proceedings or before or after
judgment.  The  non-breaching  party  may  retain  all  subscribers  and related
information, including customer information, credit card information and billing
information,  and  may continue to provide services to and bill such subscribers
in  the  ordinary  course  of  business.
     9.2     Additional Termination Rights.  IKANO may also terminate or suspend
Services to the Company or to any Subscriber at any time without notice in order
to:  (i)  prevent  damages  to  or degradation of its Internet network integrity
which  may be caused by the Company or its Subscriber(s); or (ii) to comply with
any  law,  regulation,  court  order,  or other governmental request order which
requires  immediate  action.  IKANO will use commercially reasonable efforts to:
(a)  minimize  the  effect of such termination or suspension; and (b) notify the
Company  of  the  reason(s)  for  such  termination  or  suspension  as  soon as
reasonably  practicable  after  such  termination or suspension.  After ten (10)
business  days  of  nonpayment  from  any  due date, IKANO may suspend Services.
After fifteen (15) days of nonpayment from any due date, IKANO may terminate the
Services  and/or  this  Agreement.  The Company shall remain responsible for all
charges  to  the  Company  which  accrued  prior  to  the  date  of termination.
     10.     IKANO  INTELLECTUAL  PROPERTY  RIGHTS.  The  Company  may offer the
Services to its Subscribers under the Company's own brand or private label.  The
Company  understands  IKANO  has  developed templates and layouts to permit such
branding.  These  templates  and  layouts  shall  remain  and continue to be the
property  of  IKANO and no ownership or right in such templates or layouts shall
be  transferred  to the Company.  No title to or ownership of any of IKANO's (i)
software  products, scripts, programming code, data, information or HTML script;
(ii)  Internet  and  data  communications  services;  (iii)  network  and
infrastructure; (iv) proprietary Business Rules Platform; and (v) other products
and services, including any trade secrets, know-how, methodologies and processes
related  to  any  of  the  foregoing  (collectively  the  "IKANO  Products")  is
transferred  to  the  Company  or  its Subscribers.  IKANO, or the entities from
which  IKANO  has  obtained  the rights to distribute such IKANO Products, shall
retain  all  rights  of  title and ownership in all of the intellectual property
subsisting  in  such  IKANO  Products.  No  right or license to any intellectual
property  rights  associated  with  the  IKANO Products shall be implied and the
Company shall not reverse engineer, reverse compile, or disassemble any software
code  included in the IKANO Products.  In the event this Agreement is terminated
as  a  result  of a breach by the Company, all web pages and other creative work
developed  for  the  Services  shall  remain  the  property  of  IKANO.
     11.     COMPANY CONTENT AND INTELLECTUAL PROPERTY RIGHTS.  The Services may
be  branded  with  such  name, logos, marks, and/or other identifying content as
provided and approved by the Company ("Company Content").  Company Content shall
include  any  materials  provided  by  the  Company  for  incorporation into the
Services,  including  but not limited to any images, photographs, illustrations,
graphics,  audio  clips,  video  clips  or  text.  The Company shall deliver the
Company  Content  to IKANO in an electronic file format specified and accessible
by  IKANO.  Except  as expressly provided in the Statement of Work, any services
required  to  convert  or  input  Company Content shall be charged as additional
services.  The  Company  Content  will  remain  the intellectual property of the
Company  or  any licensee, as applicable.  The Company is solely responsible for
acquiring  any  authorization(s) necessary for display of any Company Content or
for  any  hypertext links to third party websites; for verifying the accuracy of
any Company Content; and for ensuring that the Company Content does not infringe
or violate any rights of any third party.  The Company Content shall not contain
any materials which are obscene, threatening, or malicious; which infringe on or
violate  any  applicable  law or regulation or any proprietary, contract, moral,
privacy  or other third party right; or which otherwise expose IKANO to civil or
criminal  liability.  The Company will indemnify and hold IKANO harmless for any
allegations  of  misuse of such material resulting from the Company's failure to
obtain  such  necessary permissions and licenses or any other violation of third
party  rights caused by use of the Company Content.  No title to or ownership of
any  of  the  Company  Content  will  be  transferred  to  IKANO.
     12.     CONFIDENTIAL  INFORMATION.  All  information or data related to one
party's  business  that  is designated as confidential or that, by the nature of
the  information or the circumstances surrounding its disclosure, should in good
faith  be  treated  as  proprietary  or  confidential  shall  be  "Confidential
Information"  and shall remain the property of the disclosing party.  Each party
shall  use commercially reasonable efforts to protect the confidentiality of all
Confidential  Information  and  shall  allow  the disclosure of such information
within its own organization only on a need-to-know basis and only to individuals
who  have  agreed  to  maintain  the  confidentiality  of  such  Confidential
Information.  If  the  recipient  reproduces  any  part  of such information for
permitted  use  within  its  own  organization, the recipient shall indicate the
disclosing  party's  proprietary interest on all such reproductions. If any such
information  is to be transferred to the Company's or IKANO's vendors, suppliers
or  customers,  such information and such transfer must be authorized in writing
by  the disclosing party.  The obligation to keep information confidential shall
survive  termination  or  expiration  of  this  Agreement.  Notwithstanding  the
foregoing,  neither  party  shall  be  bound  by the confidentiality obligations
hereof  with  respect  to  information which (i) was in the public domain at the
time  of  disclosure;  (ii)  becomes  publicly available through no fault of the
recipient;  (iii)  was  in the recipient's possession, free of any obligation of
confidence, at the time of receipt of the information from the other party; (iv)
was  independently  developed  by  employees or agents of the recipient, without
reverse  engineering  barred  by  this  Agreement or applicable law, and without
reference  to  any  of the information disclosed in confidence; (v) is such that
the  recipient is obligated to produce the information under court or government
action  after  all  reasonable appeals have been exhausted; or (vi) is such that
the  recipient  is obligated to include such information in documents filed with
the  Securities  and  Exchange Commission or other regulatory agency pursuant to
applicable  securities  laws.  Notwithstanding  the foregoing, IKANO may use the
name  of  and identify the Company as an IKANO client in advertising, publicity,
or  similar  materials  distributed by IKANO or provided to prospective clients.
Such  use  shall  be  predicated  on  obtaining  prior  written  permission on a
case-by-case  basis.
     13.     ARBITRATION.  Any  dispute  arising  out  of  or  relating  to this
Agreement  shall  be settled by binding arbitration, conducted on a confidential
basis,  under  the  then  current  Commercial  Arbitration Rules of the American
Arbitration  Association  (the  "Association")  strictly  in accordance with the
terms  of  this  Agreement  and  the  substantive  law of the State of Utah. The
arbitration  shall  be  held at a mutually agreeable location in Salt Lake City,
Utah  and  conducted  by  one  (1) arbitrator chosen from a list of attorneys or
judges who are members of the Association's commercial arbitration panel and are
knowledgeable  about  the  software  and  electronic  commerce industries within
thirty  (30)  days of the dispute. If the parties cannot within thirty (30) days
after  the  expiration of such thirty (30) day period, agree on the selection of
the  arbitrator,  the  arbitrator  will  be  chosen  pursuant  to the Commercial
Arbitration  Rules  of  the Association. The costs of the arbitration, including
the fees to be paid to the arbitrator, shall be shared equally by the parties to
the  dispute.  The  judgment  upon  the  award rendered by the arbitrator may be
entered and enforced in any court of competent jurisdiction. Neither party shall
be  precluded  hereby  from  seeking  equitable  remedies  in  any  court having
jurisdiction  hereof including, but not limited to, temporary restraining orders
and  preliminary injunctions, to protect its rights and interest, but such shall
not  be sought as a means to avoid or stay arbitration. The arbitrator shall not
award  any  consequential, incidental punitive or exemplary damages. The parties
acknowledge  that  they  have  voluntarily agreed to arbitrate their disputes in
accordance  with  the  foregoing  and  each  party hereby irrevocably waives any
damages  in  excess  of  compensatory  damages.
          14.     NOTICES.  All demands, notices, and other communications to be
given  hereunder,  if  any,  shall be in writing and shall be sufficient for all
purposes  if  personally  delivered,  sent  by  facsimile,  sent  by
nationally-recognized  courier  service,  or  if sent by registered or certified
United  States mail, return receipt requested, postage prepaid, and addressed to
the respective party at the address set forth below (or at such other address as
may  from  time  to  time  be  designated  by  such  party  in writing as herein
provided):

a.  If  to  the  Company:

          GTC  Telecom
          Attn.  Legal  Department
          3151  Airway  Ave.,  Suite  P-3
          Costa  Mesa,  California  92626
          Fax:  714  5497707

b.  If  to  IKANO:

          IKANO  Communications,  Inc.
          Attention:  Legal  Department
          265  East  100  South,  Suite  245
          Salt  Lake  City,  Utah  84111
          Fax:  801  924  0908

If  personally  delivered,  notice  under this Agreement shall be deemed to have
been  given  and  received  and  shall  be  effective when personally delivered.
Notice by facsimile and nationally recognized courier service shall be deemed to
have  been  given  when  received.  Notice by mail shall be deemed effective and
complete  two  (2)  days  after  deposit  in  the  United  States  mail.
     15.     MISCELLANEOUS  PROVISIONS.
     15.1     No  Partnership  or  Third  Party  Beneficiaries.  Nothing in this
Agreement  shall  be  construed  to constitute a partnership between the parties
hereto,  and  the  parties expressly agree that no such partnership is intended.
Neither  party  shall  have  the  right to bind or obligate the other party.  No
person  or entity other than the parties hereto shall have, is deemed to have or
claim  any  third  party,  direct or indirect benefits, rights or claims to this
Agreement  or  the  matters  described  herein.
     15.2.     Assignment;  Binding  Agreement  Except  as  set  forth  herein,
neither  party shall assign this Agreement, or any of the rights and obligations
hereunder,  to any other person without the express written consent of the other
party,  provided,  however,  that  either  party  may  assign  its  rights  and
obligations  to  (i)  a  company,  partnership  or  other business entity wholly
controlled  or  owned  by  the  party;  (ii)  an  affiliated entity in which the
assigning  party  holds  or owns a controlling interest (defined as the power to
vote not less than fifty percent of such person's voting securities or ownership
interest);  (iii)  a  purchaser of all or substantially all of the assets of the
assigning  party's business; or (iv) a company into which the party's company is
merged  or consolidated, provided that notice of any such assignment is promptly
given  to the nonassigning party. This Agreement shall be binding upon and inure
to  the  benefit  of  the  respective  parties  hereto,  their  heirs,  legal
representatives,  successors,  and  assigns.
     15.3.     Entire Agreement.  This Agreement, together with the Statement of
Work and any other schedule, addendum, or exhibit expressly incorporated herein,
contains  the entire agreement between the parties.  No promise, representation,
warranty,  or covenant not included in this Agreement has been or is relied upon
by  either  party.  Any  prior  negotiations,  correspondence, or understandings
related  to the subject matter of this Agreement shall be deemed to be merged in
this  Agreement  and  shall  be  of  no further force or effect.  Each party has
relied  upon  such  party's  own  examination  of  the  full  Agreement  and the
provisions thereof, and the representations and covenants expressly contained in
this  Agreement  itself.  The  failure or refusal of either party to inspect the
Agreement or other documents, or to obtain legal advice or other advice relevant
to this transaction, constitutes a waiver of any objection, contention, or claim
that  might  have  been  based  upon  such  reading,  inspection, or advice.  No
modification  addendum  or  amendment of this Agreement shall be of any force or
effect  unless  in  writing  executed  by  all  of  the  parties.
     15.4.     Interpretation.  Unless  otherwise provided, all terms shall have
the  meaning  given  them in the ordinary English usage and as customarily used.
Words  in  any  gender  shall  include both other genders.  Whenever the context
requires,  the  singular  shall include the plural, the plural shall include the
singular,  and  the  whole  shall  include  any  part  thereof.
     15.5.     Invalidity.  The invalidity or unenforceability of any particular
provision  of  this  Agreement shall not affect the other provisions hereof, and
the  Agreement  shall be construed in all respects as if such invalid provisions
were  omitted.
     15.6.     Headings.  The  paragraph  and  other  headings contained in this
Agreement  are  for  purposes  of reference only and shall not limit, expand, or
otherwise  affect  the  construction of any of the provisions of this Agreement.
     15.7.     Counterparts;  Facsimile  Signature.  This  Agreement  may  be
executed  in  any  number  of  counterparts,  each  of  which  when executed and
delivered  shall  be  deemed  to be an original, and all of which shall together
constitute  one  and  the  same  instrument.  The  parties  hereto  agree  that
transmission  to the other party of this Agreement with its facsimile signatures
shall bind the party transmitting this Agreement by facsimile in the same manner
as  if  such  party's  original  signature  had  been  delivered.
     15.8.     No  Waiver.  Acceptance  by  either party of any performance less
than required hereby shall not be deemed to be a waiver of such party to enforce
all  of  the terms and conditions hereof.  No waiver of any such right hereunder
shall be binding unless reduced to writing and signed by the party to be charged
therewith.
     15.9.     Authorized  Execution.  The  individuals  signing  below  each
represents  and  warrants  (i)  that  he  or  she  is authorized to execute this
Agreement  for  and  on  behalf of the party for whom he or she is signing, (ii)
that  such  party  shall  be  bound  in all respects hereby, and (iii) that such
execution  presents  no  conflict  with  any  other  agreement  of  such  party.
     15.10.     Governing  Law.  This  Agreement  shall  be  governed  by  and
construed  in  accordance  with  the  laws  of  the  State of Utah as applied to
agreements  made  and  wholly  performable  in  Utah  between  Utah  residents.

IN  WITNESS  WHEREOF, the parties have executed this Agreement as of the day and
year  first  above  written.

IKANO  COMMUNICATIONS,  INC.               GTC  TELECOM  CORP.
By  /s/ Jim Knox                           By  /s/ S. Paul Sandhu
Name  Jim Knox                             Name  S. Paul Sandhu
Title  Vice-President of Sales             Title  CEO