MCI WORLDCOM NETWORK SERVICES, INC.


                                 AMENDMENT NO. 2


     This  Amendment  No.  2  is  made  this 14th day of September, 2000, by and
between  GTC  Telecom,  Inc.  (successor-in-interest  to  Genx,  L.L.C.,  d/b/a
Preferred  Discount  Plan)  ("CUSTOMER") and MCI WORLDCOM Network Services, Inc.
(successor-in-interest  to WorldCom Network Services, Inc.) ("MCI WORLDCOM"), to
those  certain  Program  Enrollment  Terms  (the  "PET"),  to  that  certain
Telecommunications  Services  Agreement  more  particularly  described  as  TSA#
GNX-991201  (the  "TSA"),  made  by  and between Customer and MCI WorldCom dated
August  20, 1999, including that certain Amendment No. 1 dated February 9, 2000.
In  the  event  of any conflict between the terms of the TSA, the PET, Amendment
No.  1  or  any applicable Attachment and the terms of this Amendment No. 2, the
terms  of  this  Amendment  No.  2  shall  control.  The TSA along with the PET,
Amendment  No.  1,  all applicable Attachment(s), and this Amendment No. 2 shall
collectively  be  referred to as the "AGREEMENT".  Capitalized terms not defined
herein  shall  have  the  meaning ascribed to them in other documents referenced
herein.

     In  consideration  of  good  and  valuable  consideration,  the receipt and
sufficiency  of  which  are  hereby  acknowledged, the parties agree as follows:


1.     SERVICE  TERM.  As  of  August  1,  2000, the parties agree to substitute
Section  1  of  the  PET  to  read  in  its  entirety  as  follows:

1.     SERVICE  TERM:  This  Agreement  shall  commence  as  of December 1, 1999
[NOTE: THIS DATE SHOULD BE THE ORIGINAL EFFECTIVE DATE.] (the "EFFECTIVE DATE"),
and  shall  continue  through and include November 1, 2003 (the "SERVICE TERM").
Upon  expiration  of  the  Service  Term, the Switched Services in question will
continue to be provided pursuant to the same terms and conditions as are then in
effect  (including  without  limitation,  the  applicable  rates,  discounts and
commitments,  if  any),  subject to termination by either party upon thirty (30)
days  prior  written  notice  to  the  other  party.


2.     CUSTOMER'S  MINIMUM  REVENUE  COMMITMENTS.  As  of  August  1,  2000, the
parties  agree  to  substitute  Section  5 of the PET to read in its entirety as
follows:

5.     CUSTOMER'S  MINIMUM  REVENUE  COMMITMENTS:

(A)     Commencing  with  Customer's August 2000 billing period (i.e., September
2000 invoice) and continuing through January 2001 billing period (i.e., February
2001 invoice) (the "FIRST COMMITMENT PERIOD"), Customer agrees to maintain, on a
take-or-pay  basis, cumulative Monthly Revenue of at least $400,000 ("CUSTOMER'S
FIRST  MINIMUM  REVENUE  COMMITMENT").  Commencing with Customer's February 2001
billing  period (i.e., March 2001 invoice) and continuing through the end of the
Service  Term  (including  any  extensions  thereto)  (the  "SECOND  COMMITMENT
PERIOD"),  Customer  agrees  to  maintain,  on  a  take-or-pay basis, cumulative
Monthly  Revenue  of  at  least  $520,000  ("CUSTOMER'S  SECOND  MINIMUM REVENUE
COMMITMENT").  Further,  commencing  with  Customer's August 2000 billing period
(i.e.,  September  2000  invoice)  and continuing through the end of the Service
Term  (including  any  extensions  thereto)  (the  "TOTAL  COMMITMENT  PERIOD"),
Customer  agrees to maintain, on a take-or-pay basis, cumulative Monthly Revenue
of  at  least  $18,000,000  ("CUSTOMER'S  TOTAL  MINIMUM  REVENUE  COMMITMENT").

(B)     Notwithstanding anything to the contrary contained in this Agreement, as
soon  as Customer's cumulative Monthly Revenue from MCI WorldCom under the terms
of  this  Agreement  and  commencing  with Customer's August 2000 billing period
(i.e.,  September  2000  invoice) are equal to at least Customer's Total Minimum
Revenue  Commitment  (i.e., $18,000,000 in the aggregate), Customer may elect to
terminate  Customer's  Minimum  Revenue  Commitment described in Subsection 5(A)
above  by  providing  MCI  WorldCom written notice ("CUSTOMER NOTICE").  In such
event,  commencing with the first day of the first full month following at least
thirty  (30)  days  after  MCI WorldCom receives the Customer Notice, Customer's
Minimum  Revenue  Commitment  shall  terminate and will no longer be in force or
effect.


3.     DEFICIENCY CHARGE.  As of August 1, 2000, the parties agree to substitute
Section  6  of  the  PET  to  read  in  its  entirety  as  follows:

6.     DEFICIENCY  CHARGE.  In  the  event Customer does not maintain Customer's
First  Minimum  Revenue  Commitment  or  Customer's  Second  Minimum  Revenue
Commitment,  whichever  is applicable, during the First Commitment Period or the
Second  Commitment  Period,  whichever  is applicable, then for those Commitment
Periods  only,  Customer  will  pay MCI WorldCom, in addition to charges due for
Switched  Services  provided  to  Customer,  the  difference  between Customer's
applicable  Minimum  Revenue Commitment and Customer's actual cumulative Monthly
Revenue  for  the  applicable  Commitment Period (the "DEFICIENCY CHARGE").  The
Deficiency  Charge  will  be  due  at  the same time payment is due for Switched
Services  provided  to  Customer  for the billing period in which the Deficiency
Charge  arises,  or  immediately  in an amount equal to Customer's First Minimum
Revenue  Commitment  and Customer's Second Minimum Revenue Commitment, whichever
is  applicable,  for  the unexpired portion of the Service Term, if MCI WorldCom
terminates  this Agreement based on Customer's default or if Customer terminates
this  Agreement  pursuant  to  Section  2(A)  of the TSA.  Further, in the event
Customer  does  not  maintain Customer's Total Minimum Revenue Commitment by the
end  of  the  Service  Term,  Customer agrees to pay MCI WorldCom the difference
between  Customer's  Total  Minimum  Revenue  Commitment  and  Customer's actual
cumulative  Monthly  Revenue (which shall include any Monthly Deficiency Charges
paid  by  Customer)  during  the  Total Commitment Period (the "TOTAL DEFICIENCY
CHARGE").  The Total Deficiency Charge, if any, will be due within ten (10) days
following  the  end  of  the  Service Term, or immediately in an amount equal to
Customer's  Total  Minimum  Revenue  Commitment  less  Customer's actual Monthly
Revenue  through  the  effective  date of termination if MCI WorldCom terminates
this  Agreement  based  on Customer's default.  It is agreed that MCI WorldCom's
damages in the event Customer fails to maintain Customer's First Minimum Revenue
Commitment,  Customer's  Second  Minimum Revenue Commitment and Customer's Total
Minimum  Revenue  Commitment shall be difficult or impossible to ascertain.  The
provision  for a Deficiency Charge and a Total Deficiency Charge in this Section
6  is intended, therefore, to establish liquidated damages in the event Customer
fails to maintain Customer's First Minimum Revenue Commitment, Customer's Second
Minimum  Revenue  Commitment and Customer's Total Minimum Revenue Commitment and
is  not  intended  as  a  penalty.


4.     SPECIAL RATES.  Notwithstanding anything to the contrary contained in the
applicable  Attachment(s)  attached  to  the  TSA,  commencing  within  ten (10)
business  days following MCI WorldCom's execution of this Amendment No. 2, which
date  will  be determined by MCI WorldCom in its sole discretion, and continuing
through  the  end of the Service Term, with respect to TRANSCEND  2000 Services,
Customer will receive the special rates (the "SPECIAL RATES") for the Service(s)
shown  below.  All  other  rates  and  discounts  will  be  as  set forth in the
applicable  Attachment(s).

     (i)     TRANSCEND  2000  Services  -  Customer's  Domestic Transport Charge
will  be  $______  per  minute.

     (ii)     TRANSCEND  2000  Services  -  Customer's  International  Transport
Charges  for  calls  to Mexico will be the respective rates per minute set forth
below:  [Note:  The  Special  Rates  set forth below are for land-line transport
only;  access  charges  and  domestic  transport  charges  not  included.]

                              MEXICO      RATE
                              PEAK     $
                              OFF PEAK $

(B)     Notwithstanding  anything  to  the  contrary  contained  in the TSA, MCI
WorldCom  reserves the right to modify the Special International Rates described
in  Subsection  (A)  above  (which  charge  modifications  shall  not  exceed
then-current  generally available MCI WorldCom charges for comparable services),
upon  not  less  than  fifteen  (15)  calendar  days'  prior  notice to Customer
(facsimile being acceptable), which notice will state the effective date for the
charge  modification.

5.     OTHER  TERMS  AND CONDITIONS.  Except as specifically amended or modified
herein,  the terms and conditions of the Agreement will remain in full force and
effect  throughout  the  Service  Term  and  any  extensions  thereof.



     IN  WITNESS  WHEREOF, the parties have entered into this Amendment No. 2 on
the  date  first  written  above.


MCI  WORLDCOM  NETWORK
SERVICES,  INC.                       GTC  TELECOM,  INC.


    /s/ Dennis P. Delaney                /s/ S. Paul Sandhu
By:----------------------------      By:----------------------------
   (Signature)                                (Signature)
    Dennis P. Delaney                    S. Paul Sandhu
-------------------------------      -------------------------------
   (Print  Name)                             (Print  Name)

      Director                           President & CEO
-------------------------------      -------------------------------
        (Title)                                   (Title)

       9-15-00                                 9-14-00
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        (Date)                                   (Date)