GTC TELECOM CORP
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>8
<FILENAME>doc8.txt
<TEXT>

                                 ADDENDUM NO. 1

     This  Addendum No. 1 is made this 16th day of May, 2005, by and between GTC
Telecom  Corp.  ("GTC")  and  THE  RAPAPORT FAMILY TRUST ("Investor")  (together
"Parties"),  to  amend  the  terms  of  that  certain  Subscription  Agreement
("Agreement")  and  Convertible  Note  ("Note")  entered  into  between  GTC and
Investor  as  of  May 12, 2005.  In the event the terms of the Agreement and the
Note  and  this  Addendum No. 1 conflict, the terms of this Addendum No. 1 shall
control.

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

     The  following  portions  of  Section  1.01,  is  hereby amended to read as
follows:

                                _________________

THE  NOTE

     Maturity          -    December  31,  2006

     Repayment
     Terms             -    Accrued Interest payable monthly (provided that in
                            the month where such  Interest is due, the Company,
                            after payment of all other then current obligations,
                            has at least $300,000 remaining in available cash;
                            Principal paid upon Maturity).

                                _________________

     Paragraph  1  of  the  Note  is  hereby  deleted  and  replaced as follows:

                                _________________

     FOR  VALUE  RECEIVED,  the  undersigned,  GTC  TELECOM  CORP.,  a  Nevada
corporation, its assigns, and successors (the "Company"), hereby promises to pay
to  the  order of THE RAPAPORT FAMILY TRUST (the"Purchaser"), in lawful money of
the  United States of America, and in immediately available funds, the principal
sum  of  ONE  MILLION  TWO HUNDRED THOUSAND DOLLARS ($1,200,000).  The principal
hereof  and  any  unpaid accrued interest thereon shall be due and payable on or
before  5:00  PM  PACIFIC TIME ON DECEMBER 31, 2006 (unless such payment date is
accelerated  as  provided in Section 5 hereof, extended as provided in Section 2
hereof,  or  unless  this  Note is converted as set forth in paragraph 1 hereof)
("Maturity").  Payment of all amounts due hereunder shall be made at the address
of the Purchaser provided for in Section 6 hereof.  The Company further promises
to  pay simple interest (the "Interest") at the rate of twelve percent (12%) per
annum  on  the  outstanding  principal  balance hereof, such interest to be paid
monthly,  on  the fifteenth of each month (unless such day falls on a holiday or
weekend,  whereupon  such  date  shall  be  extended  to the next business day).
Notwithstanding the above, Interest shall accrue and not be paid in those months
where, after payment of all other then current obligations, the Company does not
have  at  least  $300,000  in  available  cash.

                                _________________


                            [Signature Page Follows]

<PAGE>


IN  WITNESS  WHEREOF,  the  parties hereto, by their duly authorized officers or
other  authorized  signatory,  have  executed this Addendum as of the date first
above  written.

"GTC"                              "INVESTOR"


Sign:  /s/ Eric Clemons             Sign: /s/ Stephen M. Rapaport
Print: Eric Clemons                 Print: Stephen M. Rapaport
Title: President                    Title:

</TEXT>
</DOCUMENT>
