BYLAWS
                                  OF
                          GTC TELECOM CORP.
                         A NEVADA CORPORATION


                              ARTICLE I
                               OFFICES

     Section 1.     Principal Office.  The principal office for the
transaction of business of the Corporation is hereby fixed and
located at 3151 Airway Ave., Suite P-3, Costa Mesa, CA 92626.  The
location may be changed by the Board of Directors in their
discretion, and additional offices may be established and maintained
at such other place or places, either within or outside of Nevada,
as the Board of Directors may from time to time designate.

     Section 2.     Other Offices.  Branch or subordinate offices
may at any time be established by the Board of Directors at any
place or places where the Corporation is qualified to do business.

                              ARTICLE II
                        DIRECTORS - MANAGEMENT

     Section 1.     Powers, Standard of Care.

          A.   Powers:  Subject to the provisions of the Nevada
Corporations Code (hereinafter the "Act"), and subject to any
limitations in the Articles of Incorporation of the Corporation
relating to action required to be approved by the Shareholders, or
by the outstanding shares, the business and affairs of the
Corporation shall be managed and all corporate powers shall be
exercised by or under the direction of the Board of Directors.  The
Board of Directors may delegate the management of the day-to-day
operation of the business of the Corporation to a management company
or other persons, provided that the business and affairs of the
Corporation shall be managed, and all corporate powers shall be
exercised, under the ultimate direction of the Board.

          B.   Standard of Care; Liability:

               (i) Each Director shall exercise such powers and
otherwise perform such duties, in good faith, in the matters such
Director believes to be in the best interests of the Corporation,
and with such care, including reasonable inquiry, using ordinary
prudence, as a person in a like position would use under similar
circumstances.

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               (ii) In performing the duties of a Director, a
Director shall be entitled to rely on information, opinions,
reports, or statements, including financial statements and other
financial data, in which case prepared or presented by:

                    (a)  One or more officers or employees of the
Corporation whom the Director believes to be reliable and competent
in the matters presented,

                    (b)  Counsel, independent accountants or other
persons as to which the Director believes to be within such person's
professional or expert competence, or

                    (c)  A Committee of the Board upon which the
Director does not serve, as to matters within its designated
authority, which committee the Director believes to merit
confidence, so long as in any such case the Director acts in good
faith, after reasonable inquiry when the need therefor is indicated
by the circumstances and without knowledge that would cause such
reliance to be unwarranted.

          C.   Exception for Close Corporation.  Notwithstanding the
provisions of Section 1 of this Article, in the event that the
Corporation shall elect to become a close corporation, its
Shareholders may enter into a Shareholders' Agreement.  Said
Agreement may provide for the exercise of corporate powers and the
management of the business and affairs of the Corporation by the
Shareholders; provided, however, such agreement shall, to the extent
and so long as the discretion or powers of the Board of Directors in
its management of corporate affairs is controlled by such agreement,
impose upon each Shareholder who is a party hereof, liability for
managerial acts performed or omitted by such person pursuant thereto
otherwise imposed upon Directors; and the Directors shall be
relieved to that extent from such liability.

     Section 2.     Number and Qualification of Directors.  The
authorized number of Directors of the Corporation shall be at least
one (1) but not more than five (5) until changed by a duly adopted
amendment to the Articles of Incorporation or by an amendment to
this Section 2 of Article II of these Bylaws, adopted by the vote or
written consent of Shareholders entitled to exercise majority voting
power as provided in the Act.

     Section 3.     Election and Term of Office of Directors.
Directors shall be elected at each annual meeting of the
Shareholders to hold office until the next annual meeting.  Each
Director, including a Director elected to fill a vacancy, shall hold
office until the expiration of the term for which elected and until
a successor has been elected and qualified.

     Section 4.     Vacancies.

          A.   Vacancies on the Board of Directors may be filled by
a majority of the remaining Directors, though less than a quorum, or
by a sole remaining Director, except that a vacancy created by the
removal of a Director by the vote or written consent of the
Shareholders, or by a court order, may be filled only by the vote of
a majority of the shares entitled to vote, represented at a duly
held meeting at which a quorum is present, or by the written consent
of holders of the majority of

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the outstanding shares entitled to vote.  Each Director
so elected shall hold office until the next annual meeting
of the Shareholders and until a successor has been
elected and qualified.

          B.   A vacancy or vacancies on the Board of Directors
shall be deemed to exist in the event of the death, resignation or
removal of any Director, or if the Board of Directors by resolution
declares vacant the office of a Director who has been declared of
unsound mind by an order of court or convicted of a felony.

          C.   The Shareholders may elect a Director or Directors at
any time to fill any vacancy or vacancies not filled by the
Directors, but any such election by written consent shall require
the consent of a majority of the outstanding shares entitled to vote.

          D.   Any Director may resign, effective on giving written
notice to the Chairman of the Board, the President, the Secretary,
or the Board of Directors, unless the notice specifies a later time
for that resignation to become effective.  If the resignation of a
Director is effective at a future time, the Board of Directors may,
prior to the effective date of a Director's resignation, elect a
successor to take office when the resignation becomes effective.

          E.   No reduction of the authorized number of Directors
shall have the effect of removing any Director before that
Director's term of office expires.

     Section 5.     Removal of Directors.

          A.   The entire Board of Directors, or any individual
Director, may be removed from office as provided by the Act.  In
such case, the remaining members, if any, of the Board of Directors
may elect a successor Director to fill such vacancy for the
remaining unexpired term of the Director so removed.

          B.   No Director may be removed (unless the entire Board
is removed) when the votes cast against removal or not consenting in
writing to such removal would be sufficient to elect such Director
if voted cumulatively at an election at which the same total number
of votes were cast (or, if such action is taken by written consent,
all shares entitled to vote, were voted) and the entire number of
Directors authorized at the time of the Directors most recent
election were then being elected; and when by the provisions of the
Articles of Incorporation the holders of the shares of any  class or
series voting as a class or series are entitled to elect one or more
Directors, any Director so elected may be removed only by the
applicable vote of the holders of the shares of that class or series.

     Section 6.     Place of Meetings.  Regular meetings of the
Board of Directors shall be held at any place within or outside the
state that has been designated from time to time by resolution of
the Board.  In the absence of such resolution, regular meetings
shall be held at the principal executive office of the Corporation.
Special meetings of the Board shall be held at any place within or
outside the state that has been designated in the notice of the
meeting, or, if not stated in the notice or there is no notice, at
the principal executive office of the Corporation.  Any meeting,
regular or special, may be held by conference telephone or similar
communication equipment, so long as all

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Directors participating in such meeting can hear one
another, and all such Directors shall be deemed to
have been present in person at such meeting.

     Section 7.     Annual Meetings.  Immediately following each
annual meeting of Shareholders, the Board of Directors shall hold a
regular meeting for the purpose of organization, the election of
officers and the transaction of other business.  Notice of this
meeting shall not be required.  Minutes of any meeting of the Board,
or any committee thereof, shall be maintained as required by the Act
by the Secretary or other officer designated for that purpose.

     Section 8.     Other Regular Meetings.

          A.   Other regular meetings of the Board of Directors
shall be held without call at such time as shall from time to time
be fixed by the Board of Directors.  Such regular meetings may be
held without notice, provided the time and place of such meetings
has been fixed by the Board of Directors, and further provided the
notice of any change in the time of such meeting shall be given to
all the Directors.  Notice of a change in the determination of the
time shall be given to each Director in the same manner as notice
for such special meetings of the Board of Directors.

          B.   If said day falls upon a holiday, such meetings shall
be held on the next succeeding day thereafter.

     Section 9.     Special Meetings/Notices.

          A.   Special meetings of the Board of Directors for any
purpose or purposes may be called at any time by the Chairman of the
Board or the President or any Vice President or the Secretary or any
two Directors.

          B.   Notice of the time and place for special meetings
shall be delivered personally or by telephone to each Director or
sent by first class mail or telegram, charges prepaid, addressed to
each Director at his or her address as it is shown in the records of
the Corporation.  In case such notice is mailed, it shall be
deposited in the United States mail at least four days prior to the
time of holding the meeting.  In case such notice is delivered
personally, or by telephone or telegram, it shall be delivered
personally or be telephone or to the telegram company at least 48
hours prior to the time of the holding of the meeting.  Any oral
notice given personally or by telephone may be communicated to
either the Director or to a person at the office of the Director who
the person giving the notice has reason to believe will promptly
communicate same to the Director.  The notice need not specify the
purpose of the meeting, nor the place, if the meeting is to be held
at the principal executive office of the Corporation.

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     Section 10.    Waiver of Notice.

          A.   The transactions of any meeting of the Board of
Directors, however called, noticed, or wherever held, shall be as
valid as though had at a meeting duly held after the regular call
and notice if a quorum be present and if, either before or after the
meeting, each of the Directors not present signs a written waiver of
notice, a consent to holding the meeting or an approval of the
minutes thereof.  Waivers of notice or consent need not specify the
purposes of the meeting.  All such waivers, consents and approvals
shall be filed with the corporate records or made part of the
minutes of the meeting.

          B.   Notice of a meeting shall also be deemed given to any
Director who attends the meeting without protesting, prior thereto
or at its commencement, the lack of notice to such Director.

     Section 11.    Quorums.  A majority of the authorized number of
Directors shall constitute a quorum for the transaction of business,
except to adjourn as provided in Section 12 of this Article II.
Every act or decision done or made by a majority of the Directors
present at a meeting duly held at which a quorum was present shall
be regarded as the act of the Board of Directors, subject to the
provisions of the Act.  A meeting at which a quorum is initially
present may continue to transact business notwithstanding the
withdrawal of Directors, if any action taken is approved by at least
a majority of the required quorum for that meeting.

     Section 12.    Adjournment.  A majority of the directors
present, whether or not constituting a quorum, may adjourn any
meeting to another time and place.

     Section 13.    Notice of Adjournment.  Notice of the time and
place of the holding of an adjourned meeting need not be given,
unless the meeting is adjourned for more than 24 hours, in which
case notice of such time and place shall be given prior to the time
of the adjourned meeting to the Directors who were not present at
the time of the adjournment.

     Section 14.    Board of Directors Provided by Articles or
Bylaws.  In the event only one Director is required by the Bylaws or
the Articles of Incorporation, then any reference herein to notices,
waivers, consents, meetings or other actions by a majority or quorum
of the Board of  Directors shall be deemed or referred as such
notice, waiver, etc., by the sole Director, who shall have all
rights and duties and shall be entitled to exercise all of the
powers and shall assume all the responsibilities otherwise herein
described, as given to the Board of Directors.

     Section 15.    Directors Action by Unanimous Written Consent.
Any action required or permitted to be taken by the Board of
Directors may be taken without a meeting and with the same force and
effect as if taken by a unanimous vote of Directors, if authorized
by a writing signed individually or collectively by all members of
the Board of Directors.  Such consent shall be filed with the
regular minutes of the Board of Directors.

     Section 16.    Compensation of Directors.  By resolution of the
Board of Directors, the Directors may be paid their expenses, if
any, of attendance at each meeting of the Board of Directors

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or a stated salary as Director.  No such payment shall preclude any
Director from serving the Corporation in any other capacity and
receiving compensation thereofor.

     Section 17.    Committees.  Committees of the Board of
Directors may be appointed by resolution passed by a majority of the
whole Board.  Committees shall be composed of two or more members of
the Board of Directors.  The Board may designate one or more
Directors as alternate members of any committee, who may replace any
absent member at any meeting of the committee.  Committees shall
have such powers as those held by the Board of Directors as may be
expressly delegated to it by resolution of the Board of Directors,
except those powers expressly made non-delegable by the Act.

     Section 18.    Meetings and Action of Committees.  Meetings and
action of committees shall be governed by, and held and taken in
accordance with, the provisions of Article II, Sections 6, 8, 9, 10,
11, 12, 13 and 15, with such changes in the context of those
Sections as are necessary to substitute the committee and its
members for the Board of Directors and its members, except that the
time of the regular meetings of the committees may be determined by
resolution of the Board of Directors as well as the committee, and
special meetings of committees may also be given to all alternate
members, who shall have the right to attend all meetings of the
committee.  The Board of Directors may adopt rules for the
government of any committee not inconsistent with the provisions of
these Bylaws.

     Section 19.    Advisory Directors.  The Board of Directors from
time to time may elect one or more persons to be Advisory Directors,
who shall not by such appointment be members of the Board of
Directors.  Advisory Directors shall be available from time to time
to perform special assignments specified by the President, to attend
meetings of the Board of Directors upon invitation and to furnish
consultation to the Board of Directors.  The period during which the
title shall be held may be prescribed by the Board of Directors.  If
no period is prescribed, the title shall be held at the pleasure of
the Board of Directors.

                             ARTICLE III
                               OFFICERS

     Section 1.     Officers.  The principal officers of the
Corporation shall be a President, a Vice President, a Secretary, and
a Chief Financial Officer who may also be called Treasurer.  The
Corporation may also have, at the discretion of the Board of
Directors, a Chairman of the Board, one or more Vice Presidents, one
or more Assistant Secretaries, one or more Assistant Treasurers, and
such other officers as may be appointed in accordance with the
provisions of Section 3 of this Article III.  Any number of offices
may be held by the same person.

     Section 2.     Election of Officers.  The principal officers of
the Corporation, except such officers as may be appointed in
accordance with the provisions of Section 3 or Section 5 of this
Article, shall be chosen by the Board of Directors, and each shall
serve at the pleasure of the Board of Directors, subject to the
rights, if any, of an officer under any contract of employment.

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     Section 3.     Subordinate Officers, Etc.  The Board of
Directors may appoint such other officers as the business of the
Corporation may require, each of whom shall hold office for such
period, have such authority and perform such duties as are provided
in the Bylaws or as the Board of Directors may from time to time
determine.

     Section 4.     Removal and Resignation of Officers.

          A.   Subject to the rights, if any, of an officer under
any contract of employment, any officer may be removed, either with
or without cause, by a majority of the Directors at that time in
office, at any regular or special meeting of the Board of Directors,
or, except in the case of an officer chosen by the Board of
Directors, by any officer upon whom such power of removal may be
conferred by the Board of Directors.

          B.   Any officer may resign at any time by giving written
notice to the Board of Directors.  Any resignation shall take effect
on the date of the receipt of that notice or at any later time
specified in that notice; and, unless otherwise specified in that
notice, the acceptance of the resignation shall not be necessary to
make it effective.  Any resignation is without prejudice to the
rights, if any, of the Corporation under any contract to which the
officer is a party.

     Section 5.     Vacancies.  A vacancy in any office because of
death, resignation, removal, disqualification or any other cause
shall be filled in the manner prescribed in the Bylaws for regular
appointments to that office.

     Section 6.     Chairman of the Board.

          A.   The Chairman of the Board, if such an officer be
elected, shall, if present, preside at the meetings of the Board of
Directors and exercise and perform such other powers and duties as
may, from time to time, be assigned by the Board of Directors or
prescribed by the Bylaws.  If there is no President, the Chairman of
the Board shall, in addition, be the Chief Executive Officer of the
Corporation and shall have the powers and duties prescribed in
Section 7 of this Article III.

     Section 7.     President and Chief Executive Officer.  Subject
to such supervisory powers, if any, as may be given by the Board of
Directors to the Chairman of the Board, if there is such an officer,
the President along with the Chief Executive Officer of the
Corporation shall, subject to the control of the Board of Directors,
have general supervision, discretion and control of the business and
officers of the Corporation.  The President or the Chief Executive
Officer shall preside at all meetings of the Shareholders and, in
the absence of the Chairman of the Board, or if there be none, at
all meetings of the Board of Directors.  The President and Chief
Executive Officer, jointly, shall have the general powers and duties
of management usually vested in the office of President and Chief
Executive Officer of a corporation, each shall be ex officio a
member of all the standing committees, including the Executive
Committee, if any, and shall have such other powers and duties as
may be prescribed by the Board of Directors or the Bylaws.

     Section 8.     Vice President.  In the absence or disability of
the President or Chief Executive Officer, the Vice Presidents, if
any, in order of their rank as fixed by the Board of


<PAGE>

Directors, or if not ranked, the Vice President designated by the Board of
Directors, shall perform all the duties of the President or Chief
Executive Officer, as the case may be, and when so acting, shall
have all the powers of, and be subject to all the restrictions upon,
the President or the Chief Executive Officer.  The Vice Presidents
shall have such other powers and perform such other duties as from
time to time may be prescribed for them, respectively, by the Board
of Directors or the Bylaws, the President, the Chief Executive
Officer, or the Chairman of the Board.

     Section 9.     Secretary.

          A.   The Secretary shall keep, or cause to be kept, a book
of minutes of all meetings of the Board of Directors and
Shareholders at the principal office of the Corporation or such
other place as the Board of Directors may order.  The minutes shall
include the time and place of holding the meeting, whether regular
or special, and if a special meeting, how authorized, the notice
thereof given, and the names of those present at Directors' and
committee meetings, the number of shares present or represented at
Shareholders' meetings and the proceedings thereof.

          B.   The Secretary shall keep, or cause to be kept, at the
principal office of the Corporation or at the office of the
Corporation's transfer agent, a share register, or duplicate share
register, showing the names of the Shareholders and their addresses;
the number and classes or shares held by each; the number and date
of certificates issued for the same; and the number and date of
cancellation of every certificate surrendered for cancellation.

          C.   The Secretary shall give, or cause to be given,
notice of all the meetings of the Shareholders and of the Board of
Directors required by the Bylaws or by law to be given.  The
Secretary shall keep the seal of the Corporation in safe custody,
and shall have such other powers and perform such other duties as
may be prescribed by the Board of Directors or by the Bylaws.

     Section 10.    Chief Financial Officer or Treasurer.

          A.   The Chief Financial Officer shall keep and maintain,
or cause to be kept and maintained, in accordance with generally
accepted accounting principles, adequate and correct accounts of the
properties and business transactions of the Corporation, including
accounts of its assets, liabilities, receipts, disbursements, gains,
losses, capital, earnings (or surplus) and shares issued.  The books
of account shall, at all reasonable times, be open to inspection by
any Director.

<PAGE>


          B.   The Chief Financial Officer shall deposit all monies
and other valuables in the name and to the credit of the Corporation
with such depositaries as may be designated by the Board of
Directors.  The Chief Financial Officer shall disburse the funds of
the Corporation as may be ordered by the Board of Directors, shall
render to the President and Directors, whenever they request it, an
account of all of the transactions of the Chief Financial Officer
and of the financial condition of the Corporation, and shall have
such other powers and perform such other duties as may be prescribed
by the Board of Directors or the Bylaws.


                              ARTICLE IV
                        SHAREHOLDERS' MEETINGS

     Section 1.     Place of Meetings.  Meetings of the Shareholders
shall be held at any place within or outside the state of Nevada
designated by the Board of Directors.  In the absence of any such
designation, Shareholders' meetings shall be held at the principal
executive office of the Corporation.

     Section 2.     Annual Meeting.

          A.   The annual meeting of the Shareholders shall be held,
each year, as follows:

               Time of Meeting:         10:00 A.M.
               Date of Meeting:         First Friday in December

          B.   If this day shall be a legal holiday, then the
meeting shall be held on the next succeeding business day, at the
same time.  At the annual meeting, the Shareholders shall elect a
Board of Directors, consider reports of the affairs of the
Corporation and transact such other business as may be properly
brought before the meeting.

          C.   If the above date is inconvenient, the annual meeting
of Shareholders shall be held each year on a date and at a time
designated by the Board of Directors within ninety days of the above
date upon proper notice to all Shareholders.

     Section 3.     Special Meetings.

          A.   Special meetings of the Shareholders for any purpose
or purposes whatsoever, may be called at any time by the Board of
Directors, the Chairman of the Board, the President, or by one or
more Shareholders holding shares in the aggregate entitled to cast
not less than 10% of the votes at any such meeting.  Except as
provided in paragraph B below of this Section 3, notice shall be
given as for the annual meeting.

<PAGE>


          B.   If a special meeting is called by any person or
persons other than the Board of Directors, the request shall be in
writing, specifying the time of such meeting and the general nature
of the business proposed to be transacted, and shall be delivered
personally or sent by registered mail or by telegraphic or other
facsimile transmission to the Chairman of the Board, the President,
any Vice President or the Secretary of the Corporation.  The officer
receiving such request shall forthwith cause notice to be given to
the Shareholders entitled to vote, in accordance with the provisions
of Sections 4 and 5 of this Article, indicating that a meeting will
be held at the time requested by the person or persons calling the
meeting, not less than 35 nor more than 60 days after the receipt of
the request.  If the notice is not given within 20 days after
receipt of the request, the person or persons requesting the meeting
may give the notice in the manner provided in these Bylaws.  Nothing
contained in this paragraph of this Section shall be construed as
limiting, fixing or affecting the time when a meeting of
Shareholders called by action of the Board of Directors may be held.

     Section 4.     Notice of Meetings - Reports.

          A.   Notice of any Shareholders meetings, annual or
special, shall be given in writing not less than 10 days nor more
than 60 days before the date of the meeting to Shareholders entitled
to vote thereat by the Secretary or the Assistant Secretary, or if
there be no such officer, or in the case of said Secretary or
Assistant Secretary's neglect or refusal, by any Director or
Shareholder.

          B.   Such notices or any reports shall be given personally
or by mail or other means of written communication as provided in
the Act and shall be sent to the Shareholder's address appearing on
the books of the Corporation, or supplied by the Shareholder to the
Corporation for the purpose of notice, and in the absence thereof,
as provided in the Act by posting notice at a place where the
principal executive office of the Corporation is located or by
publication at least once in a newspaper of general circulation in
the county in which the principal executive office is located.

          C.   Notice of any meeting of Shareholders shall specify
the place, the day and the hour of meeting, and (i) in case of a
special meeting, the general nature of the business to be transacted
and that no other business may be transacted, or (ii) in the case of
an annual meeting,  those matters which the Board of Directors, at
the date of mailing of notice, intends to present for action by the
Shareholders.  At any meetings where Directors are elected, notice
shall include the names of the nominees, if any, intended at the
date of notice to be presented for election.

          D.   Notice shall be deemed given at the time it is
delivered personally or deposited in the mail or sent by other means
of written communication.  The officer giving such notice or report
shall prepare and file in the minute book of the Corporation an
affidavit or declaration thereof.

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          E.   If action is proposed to be taken at any meeting for
approval of (i) contracts or transactions in which a Director has a
direct or indirect financial interest, (ii) an amendment to the
Articles of Incorporation, (iii) a reorganization of the
Corporation, (iv) dissolution of the Corporation, or (v) a
distribution to preferred Shareholders, the notice shall also state
the general nature of such proposal.

     Section 5.     Quorum.

          A.   The holders of a majority of the shares entitled to
vote at a Shareholders' meeting, present in person, or represented
by proxy, shall constitute a quorum at all meetings of the
Shareholders for the transaction of business except as otherwise
provided by the Act or by these Bylaws.

          B.   The Shareholders present at a duly called or held
meeting at which a quorum is present may continue to transact
business until adjournment, notwithstanding the withdrawal of enough
Shareholders to leave less than a quorum, if any action taken (other
than adjournment) is approved by a majority of the shares required
to constitute a quorum.

     Section 6.     Adjourned Meeting and Notice Thereof.

          A.   Any Shareholders' meeting, annual or special, whether
or not a quorum is present, may be adjourned from time to time by
the vote of the majority of the shares represented at such meeting,
either in person or by proxy, but in the absence of a quorum, no
other business may be transacted at such meeting.

          B.   When any meeting of Shareholders, either annual or
special, is adjourned to another time or place, notice need not be
given of the adjourned meeting if the time and place thereof are
announced at a meeting at which the adjournment is taken, unless a
new record date for the adjourned meeting is fixed, or unless the
adjournment is for more than 45 days from the date set for the
original meeting, in which case the Board of Directors shall set a
new record date.  Notice of any adjourned meeting shall be given to
each Shareholder of record entitled to vote at the adjourned meeting
in accordance with the provisions of Section 4 of this Article.  At
any adjourned meeting, the Corporation may transact any business
which might have been transacted at the original meeting.

     Section 7.     Waiver or Consent by Absent Shareholders.

          A.   The transactions of any meeting of Shareholders,
either annual or special, however called and noticed, shall be valid
as though had at a meeting duly held after regular call and notice,
if a quorum be present either in person or by proxy, and if, either
before or after the meeting, each of the Shareholders entitled to
vote, not present in person or by proxy, sign a written waiver of
notice, or a consent to the holding of such meeting or an approval
of the minutes thereof.

          B.   The waiver of notice or consent need not specify
either the business to be transacted or the purpose of any regular
or special meeting of Shareholders, except that if action is taken
or proposed to be taken for approval of any of those matters
specified in Section E of Section

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4 of this Article, the waiver of notice or consent shall state
the general nature of such proposal. All such waivers, consents
or approvals shall be filed with the corporate records or made
a part of the minutes of the meeting.

          C.   Attendance of a person at a meeting shall also
constitute a waiver of notice of such meeting, except when the
person objects, at the beginning of the meeting, to the transaction
of any business because the meeting is not lawfully called or
convened, and except that attendance at a meeting is not a waiver of
any right to object to the consideration of matters not included in
the notice.  A Shareholder or Shareholders of the Corporation
holding at least 5% in the aggregate of the outstanding voting
shares of the Corporation may (i) inspect, and copy the records of
Shareholders' names and addresses and shareholdings during usual
business hours upon five days prior written demand upon the
Corporation, and/or (ii) obtain from the transfer agent by paying
such transfer agent's usual charges for such a list, a list of the
Shareholders' names and addresses who are entitled to vote for the
election of Directors, and their shareholdings, as of the most
recent record date for which such list has been compiled or as of a
date specified by the Shareholders subsequent to the day of demand.
Such list shall be made available by the transfer agent on or before
the later of five days after the demand is received or the date
specified therein as the date as of which the list is to be
compiled.  The record of Shareholders shall also be open to
inspection upon the written demand of any Shareholder or holder of a
voting trust certificate, at any time during usual business hours,
for a purpose reasonably related to such holder's interest as a
Shareholder or as a holder of a voting trust certificate. Any
inspection and copying under this Section may be made in person or
by an agent or attorney of such Shareholder or holder of a voting
trust certificate making such demand.

     Section 8.     Maintenance and Inspection of Bylaws.  The
Corporation shall keep at its principal executive office, or if not
in this state, at its principal business office in this state, the
original or a copy of the Bylaws amended to date, which shall be
open to inspection by the Shareholders at all reasonable times
during office hours.  If the principal executive office of the
Corporation is outside the state and the Corporation has no
principal business office in this state, the Secretary shall, upon
written request of any Shareholder, furnish to such Shareholder a
copy of the Bylaws as amended to date.

     Section 9.     Annual Report to Shareholders.

          A.   Provided the Corporation has 100 Shareholders or
less, the Annual Report to Shareholders referred to in the Act is
expressly dispensed with, but nothing herein shall be interpreted as
prohibiting the Board of Directors from issuing annual or other
period reports to Shareholders of the Corporation as they deem
appropriate.


<PAGE>


          B.   Should the Corporation have 100 or more Shareholders,
an Annual Report to Shareholders must be furnished not later than
120 days after the end of each fiscal period.  The Annual Report to
Shareholders shall be sent at least 15 days before the annual
meeting of the Shareholders to be held during the next fiscal year
and in the manner specified in Section 4 of Article V of these
Bylaws for giving notice to Shareholders of the Corporation.  The
Annual Report to Shareholders shall contain a Balance Sheet as of
the end of the fiscal year and an Income Statement and Statement of
Changes in Financial Position for the fiscal year, accompanied by
any report of independent accountants or, if there is no such
report, the certificate of an authorized officer of the Corporation
that the statements were prepared without audit from the books and
records of the Corporation.

     Section 10.    Financial Statements.

          A.   A copy of any annual financial statement and any
Income Statement of the Corporation for each quarterly period of
each fiscal year, and any accompanying Balance Sheet of the
Corporation as of the end of each such period, that has been
prepared by the Corporation shall be kept on file at the principal
executive office of the Corporation for 12 months from the date of
its execution, and each such statement shall be exhibited at all
reasonable times to any Shareholder demanding an examination of such
statement or a copy shall be made for any such Shareholder.

          B.   If a Shareholder or Shareholders holding at least 5%
of the outstanding shares of any class of stock of the Corporation
make a written request to the Corporation for an Income Statement of
the Corporation for the three month, six month or nine month period
of the then current fiscal year ended more than 30 days prior to the
date of the request, and a Balance Sheet of the Corporation at the
end of such period, the Chief Financial Officer shall cause such
statement to be prepared, if not already prepared, and shall deliver
personally or mail such statement or statements to the person making
the request within 30 days after the receipt of such request.  If
the Corporation has not sent to the Shareholders its Annual Report
for the last fiscal year, this report shall likewise be delivered or
mailed to such Shareholder or Shareholders within 30 days after such
request.

          C.   The Corporation also shall, upon the written request
of any Shareholder, mail to the Shareholder a copy of the last
annual, semi-annual or quarterly Income Statement which it has
prepared and a Balance Sheet as of the end of such period.  This
quarterly Income Statement and Balance Sheet referred to in this
Section shall be accompanied by the report thereon, if any, of any
independent accountants engaged by the Corporation or the
certificate of authorized officer of the Corporation such that
financial statements were prepared without audit from the books and
records of the Corporation.

     Section 11.    Annual Statement of General Information.  The
Corporation shall, in a timely manner, in each year, file with the
Secretary of State of Nevada, on the prescribed form, the statement
setting forth the authorized number of Directors, the names and
complete business or residence addresses of all incumbent Directors,
the names and complete business or residence addresses of the Chief
Executive Officer, Secretary and Chief Financial Officer, the street
address of its principal executive office or principal business
office in this state and the general type of business constituting
the principal business activity of the Corporation, together with a
designation

<PAGE>

of the agent of the Corporation for the purpose of the
service of process, all in compliance with the Act.


                              ARTICLE IX
                         AMENDMENTS TO BYLAWS

     Section 1.     Amendment by Shareholders.  New Bylaws may be
adopted or these Bylaws may be amended or repealed by the vote or
written consent of holders of a majority of the outstanding shares
entitled to vote; provided, however, that if the Articles of
Incorporation of the Corporation set forth the number of authorized
Directors of the Corporation, the authorized number of Directors may
be changed only by amendment to the Articles of Incorporation.

     Section 2.     Amendment by Directors.  Subject to the rights
of the Shareholders to adopt, amend or repeal the Bylaws, as
provided in Section 1 of this Article IX, and the limitations of the
Act, the Board of Directors may adopt, amend or repeal any of these
Bylaws other than an amendment to the Bylaws changing the authorized
number of Directors.

     Section 3.     Record of Amendments.  Whenever an amendment or
new Bylaw is adopted, it shall be copies in the corporate book of
Bylaws with the original Bylaws, in the appropriate place.  If any
Bylaw is repealed, the fact of repeal with the date of the meeting
at which the repeal was enacted or written assent was filed shall be
stated in the corporate book of Bylaws.


                              ARTICLE X
                            MISCELLANEOUS

     Section 1.     Shareholders' Agreements.  Notwithstanding
anything contained in this Article X to the contrary, in the event
the Corporation elects to become a close corporation, an agreement
between two or more Shareholders thereof, if in writing and signed
by the parties thereto, may provide that in exercising any voting
rights, the shares held by them shall be voted as provided therein
or in the Act, and may otherwise modify the provisions contained in
Article IV, herein as to Shareholders' meetings and actions.

     Section 2.     Effect of Shareholders' Agreements.  Any
Shareholders' Agreement authorized by the Act, shall only be
effective to modify the terms of these Bylaws if the Corporation
elects to become a close corporation with the appropriate filing of
an amendment to its Articles of Incorporation as required by the Act
and shall terminate when the Corporation ceases to be a close
corporation.  Any other provisions of the Act or these Bylaws may be
altered or waived thereby, but to the extent they are not so altered
or waived, these Bylaws shall be applicable.

     Section 3.     Subsidiary Corporations.  Shares of the
Corporation owned by a subsidiary shall not be entitled to vote on
any matter.

<PAGE>

     Section 4.     Accounting Year.  The accounting year of the
Corporation shall be fixed by resolution of the Board of Directors.

     Section 5.     Form.  The corporate seal shall be circular in
form, and shall have inscribed thereon the name of the Corporation,
the date of its incorporation, and the word "Nevada" to indicate the
Corporation was incorporated pursuant to the laws of the State of
Nevada.

<PAGE>



                       CERTIFICATE OF SECRETARY

          I, the undersigned, certify that:

     1.   I am the duly elected and acting secretary of GTC Telecom
Corp., a Nevada corporation; and

     2.   The foregoing Bylaws, consisting of 16 pages, are the
Bylaws of this Corporation as adopted by the Board of Directors in
accordance with the Nevada Business Corporation Act and that such
Bylaws have not been amended and are in full force and effect.

          IN WITNESS WHEREOF, I have subscribed my name and affixed
the seal of this Corporation on September 20, 1999.


                              /s/Eric Clemons
                              Eric Clemons, Secretary