AMENDMENT TO TRANSACTION DOCUMENTS AGREEMENT

 AMENDMENT TO TRANSACTION DOCUMENTS AGREEMENT

     Agreement  made this 27th day of June, 2005 ("Amendment") among GTC Telecom
Corp.,  a  Nevada  corporation (the "Company"), and the signators hereto who are
Subscribers  under  a  certain Subscription Agreement with the Company dated May
23,  2005  ("Subscribers").

     For  good  and  valuable  mutual  consideration, receipt of which is hereby
acknowledged,  the  parties  hereto  agree  as  follows:

     1.     All  capitalized  terms  herein  shall have the meanings ascribed to
them  in  the  Transaction Documents (as defined in the Subscription Agreement).

     2.     The  Company  and  the  Subscribers  hereby  agree  to  amend  the
Transaction  Documents  to  reflect  the  additional Purchase Price ("Additional
Purchase  Price")  as set forth on Schedule A hereto.  Purchase Price shall mean
the  aggregate of the Purchase Price in connection with the May 23, 2005 Closing
Date  and  the  Additional  Purchase  Price.

     3.     An  additional Closing (the "Second Closing") shall take place on or
before  July  5,  2005  (the  "Second  Closing  Date")  in  connection  with the
Additional  Purchase  Price,  Additional  Shares,  Notes  and  Warrants,  upon
satisfaction of all conditions to Closing set forth in the Transaction Documents
and  in  this  Amendment.  The net amount of the Additional Purchase Price after
deduction  of  the  original  issue  discount  and all documents to be delivered
hereunder will be deposited and held with the Escrow Agent and released pursuant
to the Escrow Agreement.  The Initial Shares, Notes and Warrants to be delivered
on the Second Closing Date are included in the definition of "Securities" in the
Subscription  Agreement.

     4.     All the representations and warranties made by the Company contained
in  the  Transaction  Documents  as  of  the Closing Date are hereby made by the
Company as of the Second Closing Date, as if said representations and warranties
were  also  made  and  given  on  such  Second  Closing  Date.

     5.     All  the  representations  and  warranties  made  by the Subscribers
contained in the Transaction Documents as of the Closing Date are hereby made by
the  Subscribers  as  of the Second Closing Date, as if said representations and
warranties  were  also  made  and  given  on  such  Second  Closing  Date.

     6.     All  of  the covenants and conditions set forth in Sections 5, 7, 8,
9,  10, 11 and 12 of the Subscription Agreement in relation to the Closing Date,
Notes, Initial Shares, and Warrant are hereby adopted and renewed by the Company
as  of  the  Second  Closing  Date.

     7.     On  or  before  the Second Closing Date, the Company will deliver to
the  Subscribers  Notes, Additional Shares, and Warrants issued as of the Second
Closing  Date  in  the amounts set forth on Schedule A hereto in connection with
the Additional Purchase Price which the Subscribers will deposit with the Escrow
Agent  on  or  before  the  Second  Closing  Date.

     8.     The  Filing  Date and Effective Date for all Registrable Securities,
including  all Registrable Securities relating to the Additional Purchase Price,
Initial Shares, Notes and Warrants to be issued on the Second Closing Date shall
be  fifteen  (15)  days  and one hundred and twenty (120) days, respectively, as
calculated  from  the  Second  Closing  Date.

     9.     The  Maturity  Date  of the Notes to be issued on the Second Closing
Date  will  be  the same as the Maturity Date of the Notes issued on the Closing
Date.

     10.     The  Warrants  to  be  issued  on  the  Second Closing Date will be
identical to the Warrants issued on the Closing Date except as to the Issue Date
and  Expiration  Date.

     11.     On  or  before the Second Closing Date, the Company will deliver to
the  Subscribers  the  legal  opinion described in Section 6 of the Subscription
Agreement  in  relation to the Second Closing, Additional Purchase Price, Notes,
Additional Shares and Warrants to be delivered on the Second Closing Date, which
opinion  will  be  substantively  identical  to  the  legal opinion delivered in
connection  with  the  Closing.

     11.     On or before the Second Closing Date, the Subsidiaries will deliver
to  the Subscribers an executed Guaranty Agreement in the form annexed hereto as
Exhibit  1.

     12.     In  connection  with the Additional Purchase Price, the Broker will
receive  cash  Broker's  Fees  and  Broker's  Warrants in the same proportion as
received  in  connection  with  the  May  23,  2005  Closing.

     13.     The attorney for the Subscribers will receive additional Legal Fees
of  $6,250  which will be payable on the Second Closing Date out of the Escrowed
Payment  (as  defined  in  the  Escrow  Agreement).

     14.     The  signators  hereto  acknowledge  and  agree  that  the Security
Agreement  and Collateral Agent Agreement executed by the Company, Subsidiaries,
Subscribers  and  Collateral Agent relate to the Additional Purchase Price as if
such  Additional Purchase Price had been paid and released to the Company on the
May  23,  2005  Closing  Date.  The  Collateral  Agent  is  authorized  to  make
additional  security interest filings at the discretion of the Collateral Agent.

     15.     The  parties  hereto agree to expeditiously proceed with the Second
Closing.

     16.     All  other  terms of the Transaction Documents shall remain in full
force  and  effect  and  govern  this  Agreement.

                      [THIS SPACE INTENTIONALLY LEFT BLANK]

IN  WITNESS  WHEREOF, the undersigned have executed and delivered this Amendment
as  of  the  date  first  written  above.

"COMPANY"                              "THE  COLLATERAL  AGENT"
GTC  TELECOM  CORP.                    BARBARA  R.  MITTMAN
a  Nevada  corporation

By:  /s/ Eric Clemons___               __/s/ Barbara Mittman___________
Its: _President_________

"SUBSIDIARY"                           "SUBSIDIARY"
CURBSIDE  COMMUNICATIONS,  INC.        PERFEXA  SOLUTIONS,  INC.
A  Nevada  corporation                 A  Nevada  corporation

By: _/s/ Gerald DeCiccio_________      By:__/s/ Eric Clemons___________
Its:_President__________________       Its:_President__________________

                                 "SUBSCRIBERS":

__[signature illegible]________         _/s/ Jeffrey M. Haas_________
ALPHA  CAPITAL  AKTIENGESELLSCHAFT      DCOFI  MASTER  LDC

__/s/ Steven Geduld_____________        __/s/ Murray Todd______________
SCG  CAPITAL,  LLC                      SILVER  OAK  INVESTMENTS,  INC.

__/s/ Wilhelm Unger____________       ___/s/ Grushko & Mittman PC_____
ELLIS  INTERNATIONAL  LTD.              GRUSHKO  &  MITTMAN,  P.C.
                                        Escrow  Agent

SCHEDULE A TO AMENDMENT SUBSCRIBER ADDITIONAL NOTE ADDITIONAL CLASS A CLASS B PURCHASE PRINCIPAL SHARES WARRANTS WARRANTS PRICE (PAYMENT AFTER ORIGINAL ISSUE DISCOUNT) ----------------------------------------------------------------------------------------------- ALPHA CAPITAL $ 200,000.00 $235,296.00 470,592 1,411,776 1,176,480 AKTIENGESELLSCHAFT Pradafant 7 9490 Furstentums Vaduz, Lichtenstein Fax: 011-42-32323196 DCOFI MASTER LDC $ 300,000.00 $352,941.00 705,882 2,117,646 1,764,705 830 Third Avenue, 14th Floor New York, NY 10022 Fax: (212) 922-2081 SCG CAPITAL, LLC $ 125,000.00 $147,059.00 294,118 882,354 735,295 19495 Biscayne Boulevard, Suite 608 Aventura, FL 33180 Attn: Steven Geduld, President Fax: (305) 466-4415 SILVER OAK INVESTMENTS, INC. $ 100,000.00 $117,648.00 235,296 705,888 588,240 350 California Street, Suite San Francisco, CA 94104 Fax: (415) 217-7072 ELLIS INTERNATIONAL LTD. $ 50,000.00 $ 58,824.00 117,648 352,944 294,120 53rd Street Urbanizacion Obarrio Swiss Tower, 16th Floor, Panama Republic of Panama Fax: (516) 887-8990 TOTAL $ 775,000 $911,768.00 1,823,536 5,470,608 4,558,840
EXHIBIT 1 GUARANTY AGREEMENT 1. Identification. This Guaranty Agreement (the "Guaranty"), dated as of [SECOND CLOSING DATE], is entered into by and between Curbside Communications, Inc., a Nevada corporation, Perfexa Solutions, Inc., a Nevada corporation (each referred to as "Guarantor" herein) and Barbara Mittman, as collateral agent acting in the manner and to the extent described in the Collateral Agent Agreement defined below (the "Collateral Agent"), for the benefit of the parties identified on Schedule A hereto (each a "Lender" and collectively, the "Lenders"). 2. Recitals. 2.1 Curbside Communications, Inc. is a direct or indirect wholly-owned subsidiary of GTC Telecom Corp., a Nevada corporation ("GTC Telecom"). Perfexa Solutions, Inc. is a 97% owned subsidiary of GTC Telecom. The Lenders have made and are making loans to GTC Telecom (the "Loans"). Guarantor will obtain substantial benefit from the proceeds of the Loans. 2.2 The Loans are and will be evidenced by certain convertible promissory notes (each a "Convertible Note" and collectively, the "Convertible Notes") issued by GTC Telecom on or about the date of this Agreement pursuant to subscription agreements and an Amendment to Transaction Documents Agreement (collectively herein "Subscription Agreements"). The Convertible Notes are further identified on Schedule A hereto and were and will be executed by GTC Telecom as "Borrower" or "Debtor" for the benefit of each Lender as the "Holder" or "Lender" thereof. 2.3 In consideration of the Loans made by Lenders to GTC Telecom and for other good and valuable consideration, and as security for the performance by GTC Telecom of its obligations under the Convertible Notes and as security for the repayment of the Loans and all other sums due from Debtor to Lenders arising under the Convertible Notes, Subscription Agreements, Collateral Agent Agreement and any other agreement between or among them relating to the foregoing (collectively, the "Obligations"), Guarantor, for good and valuable consideration, receipt of which is acknowledged, has agreed to enter into this Agreement with the Collateral Agent, for the benefit of the Lenders. Obligations include all future advances by Lenders to GTC Telecom made by all Lenders on substantially the same terms and in proportion to their interests in the Obligations. 2.4 The Lenders have appointed Barbara Mittman as Collateral Agent pursuant to that certain Collateral Agent Agreement dated at or about [SECOND CLOSING DATE] ("Collateral Agent Agreement"), among the Lenders and Collateral Agent. 3. Guaranty. 3.1 Guaranty. Guarantors hereby unconditionally and irrevocably guarantee jointly and severally the punctual payment, performance and observance when due, whether at stated maturity, by acceleration or otherwise, of all of the Obligations now or hereafter existing, whether for principal, interest (including, without limitation, all interest that accrues after the commencement of any insolvency, bankruptcy or reorganization of GTC Telecom, whether or not constituting an allowed claim in such proceeding), fees, commissions, expense reimbursements, liquidated damages, indemnifications or otherwise (such obligations, to the extent not paid by GTC Telecom being the "Guaranteed Obligations"), and agrees to pay any and all costs, fees and expenses (including reasonable counsel fees and expenses) incurred by Collateral Agent and the Lenders in enforcing any rights under the guaranty set forth herein. Without limiting the generality of the foregoing, Guarantor's liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by GTC Telecom to Collateral Agent and the Lenders, but for the fact that they are unenforceable or not allowable due to the existence of an insolvency, bankruptcy or reorganization involving GTC Telecom. 3.2 Guaranty Absolute. Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Convertible Notes, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Collateral Agent or the Lenders with respect thereto. The obligations of Guarantor under this Agreement are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against Guarantor to enforce such obligations, irrespective of whether any action is brought against GTC Telecom or any other Guarantor or whether GTC Telecom or any other Guarantor is joined in any such action or actions. The liability of Guarantor under this Agreement constitutes a primary obligation, and not a contract of surety, and shall be irrevocable, absolute and unconditional irrespective of, and Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (a) any lack of validity or enforceability of the Convertible Notes or any agreement or instrument relating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations, or any other amendment or waiver of or any consent to departure from the Convertible Notes, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to GTC Telecom or otherwise; (c) any taking, exchange, release, subordination or non-perfection of any Collateral, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations; (d) any change, restructuring or termination of the corporate, limited liability company or partnership structure or existence of GTC Telecom; or (e) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Collateral Agent or the Lenders that might otherwise constitute a defense available to, or a discharge of, GTC Telecom or any other guarantor or surety. This Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by Collateral Agent, the Lenders or any other entity upon the insolvency, bankruptcy or reorganization of the GTC Telecom or otherwise (and whether as a result of any demand, settlement, litigation or otherwise), all as though such payment had not been made. 3.3 Waiver. Guarantor hereby waives promptness, diligence, notice of acceptance and any other notice with respect to any of the Guaranteed Obligations and this Agreement and any requirement that Collateral Agent or the Lenders or exhaust any right or take any action against any Borrower or any other person or entity or any Collateral. Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated herein and that the waiver set forth in this Section 3.3 is knowingly made in contemplation of such benefits. Guarantor hereby waives any right to revoke this Agreement, and acknowledges that this Agreement is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the future. 3.4 Continuing Guaranty; Assignments. This Agreement is a continuing guaranty and shall (a) remain in full force and effect until the later of the indefeasible cash payment in full of the Guaranteed Obligations and all other amounts payable under this Agreement, the Subscription Agreements and Convertible Notes, (b) be binding upon Guarantor, its successors and assigns and (c) inure to the benefit of and be enforceable by Collateral Agent and the Lenders and their successors, pledgees, transferees and assigns. Without limiting the generality of the foregoing clause (c), the Collateral Agent and any Lender may pledge, assign or otherwise transfer all or any portion of its rights and obligations under this Agreement (including, without limitation, all or any portion of its Convertible Notes owing to it) to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted such Collateral Agent or Lender herein or otherwise. 3.5 Subrogation. No Guarantor will exercise any rights that it may now or hereafter acquire against the Collateral Agent or any Lender or other Guarantor (if any) that arise from the existence, payment, performance or enforcement of such Guarantor's obligations under this Agreement, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from the Collateral Agent or any Lender or other Guarantor (if any), directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security solely on account of such claim, remedy or right, unless and until all of the Guaranteed Obligations and all other amounts payable under this Agreement shall have been indefeasibly paid in full in cash. If (i) any Guarantor shall make payment to Collateral Agent, or the Lenders of all or any part of the Guaranteed Obligations, and (ii) of all or any of the Guaranteed Obligations and all other amounts payable under this Agreement such payments shall be paid in full in cash. 3.6 Maximum Obligations. Notwithstanding any provision herein contained to the contrary, Guarantor's liability with respect to the Obligations shall be limited to an amount not to exceed, as of any date of determination, the amount that could be claimed by Lenders from Guarantor without rendering such claim voidable or avoidable under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. 4. Miscellaneous. 4.1 Expenses. Guarantor shall pay to the Collateral Agent, on demand, the amount of any and all reasonable expenses, including, without limitation, attorneys' fees, legal expenses and brokers' fees, which the Collateral Agent may incur in connection with (a) exercise or enforcement of any the rights, remedies or powers of the Collateral Agent hereunder or with respect to any or all of the Obligations; or (b) failure by Guarantor to perform and observe any agreements of Guarantor contained herein which are performed by the Collateral Agent. 4.2 Waivers, Amendment and Remedies. No course of dealing by the Collateral Agent and no failure by the Collateral Agent to exercise, or delay by the Collateral Agent in exercising, any right, remedy or power hereunder shall operate as a waiver thereof, and no single or partial exercise thereof shall preclude any other or further exercise thereof or the exercise of any other right, remedy or power of the Collateral Agent. No amendment, modification or waiver of any provision of this Agreement and no consent to any departure by Guarantor therefrom, shall, in any event, be effective unless contained in a writing signed by the Collateral Agent, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. The rights, remedies and powers of the Collateral Agent, not only hereunder, but also under any instruments and agreements evidencing or securing the Obligations and under applicable law are cumulative, and may be exercised by the Collateral Agent from time to time in such order as the Collateral Agent may elect. 4.3 Notices. All notices or other communications given or made hereunder shall be in writing and shall be personally delivered or deemed delivered the first business day after being faxed (provided that a copy is delivered by first class mail) to the party to receive the same at its address set forth below or to such other address as either party shall hereafter give to the other by notice duly made under this Section: To GTC Telecom and Guarantor, to: GTC Telecom Corp. 3151 Airway Avenue, Suite P-3 Costa Mesa, CA 92626 Attn: Vi Bui, Esq. Fax: (714) 549-7707 To Lenders: To the addresses and telecopier numbers set forth on Schedule A To the Collateral Agent: Barbara R. Mittman Grushko & Mittman, P.C. 551 Fifth Avenue, Suite 1601 New York, New York 10176 Fax: (212) 697-3575 Any party may change its address by written notice in accordance with this paragraph. 4.4 Term; Binding Effect. This Agreement shall (a) remain in full force and effect until payment and satisfaction in full of all of the Obligations; (b) be binding upon Guarantor and its successors and permitted assigns; and (c) inure to the benefit of the Collateral Agent, for the benefit of the Lenders and their respective successors and assigns. All the rights and benefits granted by Guarantor to the Collateral Agent and Lenders hereunder and other agreements and documents delivered in connection therewith are deemed granted to both the Collateral Agent and Lenders. Upon the payment in full of the Obligations, (i) this Agreement shall terminate and (ii) Collateral Agent will, upon Guarantor's request and at Guarantor's expense, execute and deliver to Guarantor such documents as Guarantor shall reasonably request to evidence such termination, all without any representation, warranty or recourse whatsoever. 4.5 Captions. The captions of Paragraphs, Articles and Sections in this Agreement have been included for convenience of reference only, and shall not define or limit the provisions hereof and have no legal or other significance whatsoever. 4.6 Governing Law; Venue; Severability. This Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to principles of conflicts or choice of law, except to the extent that the perfection of the security interest granted hereby in respect of any item of Collateral may be governed by the law of another jurisdiction. Any legal action or proceeding against Guarantor with respect to this Agreement may be brought in the courts of the State of New York or of the United States for the Southern District of New York, and, by execution and delivery of this Agreement, Guarantor hereby irrevocably accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction of the aforesaid courts. Guarantor hereby irrevocably waives any objection which they may now or hereafter have to the laying of venue of any of the aforesaid actions or proceedings arising out of or in connection with this Agreement brought in the aforesaid courts and hereby further irrevocably waives and agrees not to plead or claim in any such court that any such action or proceeding brought in any such court has been brought in an inconvenient forum. If any provision of this Agreement, or the application thereof to any person or circumstance, is held invalid, such invalidity shall not affect any other provisions which can be given effect without the invalid provision or application, and to this end the provisions hereof shall be severable and the remaining, valid provisions shall remain of full force and effect. 4.7 Satisfaction of Obligations. For all purposes of this Agreement, the payment in full of the Obligations shall be conclusively deemed to have occurred when either the Obligations have been indefeasibly paid in cash or all outstanding Convertible Notes have been converted to common stock pursuant to the terms of the Convertible Notes and the Subscription Agreements. 4.8 Counterparts/Execution. This Agreement may be executed in any number of counterparts and by the different signatories hereto on separate counterparts, each of which, when so executed, shall be deemed an original, but all such counterparts shall constitute but one and the same instrument. This Agreement may be executed by facsimile signature and delivered by facsimile transmission. IN WITNESS WHEREOF, the undersigned have executed and delivered this Guaranty Agreement, as of the date first written above. "GUARANTOR" "GUARANTOR" CURBSIDE COMMUNICATIONS, INC. PERFEXA SOLUTIONS, INC. A Nevada corporation A Nevada corporation By: _/s/ Gerald DeCiccio_______ By:__Eric Clemons____________________ Its: President_________________ Its:_President_______________________ "THE COLLATERAL AGENT" BARBARA R. MITTMAN _/s/ Barbara Mittman__________________ APPROVED BY "LENDERS": __[signature illegible]_________ _/s/ Jeffrey M. Haas_________ ALPHA CAPITAL AKTIENGESELLSCHAFT DCOFI MASTER LDC ________________________________ _______________________________ __/s/ Steven Geduld_____________ SCG CAPITAL, LLC __/s/ Murray Todd______________ __/s/ Wilhelm Unger____________ SILVER OAK INVESTMENTS, INC. ELLIS INTERNATIONAL LTD. THIS GUARANTY AGREEMENT MAY BE SIGNED BY FACSIMILE SIGNATURE AND DELIVERED BY CONFIRMED FACSIMILE TRANSMISSION.

Basic Info X:

Name: AMENDMENT TO TRANSACTION DOCUMENTS AGREEMENT
Type: Amendment to Transaction Documents Agreement
Date: July 11, 2005
Company: GTC TELECOM CORP
State: Nevada

Other info: