Exhibit 4.2


                                  EXHIBIT A
                                  ---------


                           SECURED PROMISSORY NOTE


 THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE  UNITED
 STATES  SECURITIES  ACT  OF  1933, AS  AMENDED (THE  "SECURITIES ACT").  THE
 HOLDER HEREOF, BY PURCHASING SUCH SECURITIES  AGREES FOR THE BENEFIT OF  THE
 COMPANY THAT SUCH SECURITIES MAY BE  OFFERED, SOLD OR OTHERWISE  TRANSFERRED
 ONLY (A) TO  THE COMPANY,  (B) PURSUANT  TO AN  EXEMPTION FROM  REGISTRATION
 UNDER THE SECURITIES ACT, OR (C) IF REGISTERED UNDER THE SECURITIES ACT  AND
 ANY APPLICABLE STATE SECURITIES  LAWS.  IN  ADDITION, A SECURITIES  PURCHASE
 AGREEMENT, DATED AS OF THE DATE HEREOF, A COPY OF WHICH MAY BE OBTAINED FROM
 THE COMPANY AT ITS PRINCIPAL  EXECUTIVE OFFICE, CONTAINS CERTAIN  ADDITIONAL
 AGREEMENTS AMONG  THE  PARTIES, INCLUDING,  WITHOUT  LIMITATION,  PROVISIONS
 WHICH (A) LIMIT THE CONVERSION RIGHTS  OF THE HOLDER, (B) SPECIFY  VOLUNTARY
 AND MANDATORY REPAYMENT,  PREPAYMENT AND REDEMPTION  RIGHTS AND  OBLIGATIONS
 AND (C) SPECIFY EVENTS OF DEFAULT FOLLOWING WHICH THE REMAINING BALANCE  DUE
 AND OWING HEREUNDER MAY BE ACCELERATED.


 No. 1                                                          $1,250,000.00

                     DIAL-THRU INTERNATIONAL CORPORATION

                           SECURED PROMISSORY NOTE


      Dial-Thru International Corporation,  a Delaware corporation  (together
 with its successors, the "Company"), for  value received hereby promises  to
 pay to:

                      Global Capital Funding Group, L.P.

 (the "Holder") and registered assigns, the principal sum of One Million  Two
 Hundred Fifty Thousand  Dollars ($1,250,000.00) or,  if less, the  principal
 amount of this Note then outstanding, on the Maturity Date by wire  transfer
 of immediately available funds to the Holder in such coin or currency of the
 United States of America as at the time of payment shall be legal tender for
 the payment of public  and private debts, and  to pay interest, which  shall
 begin to  accrue on  the  date of  this  Secured Promissory  Note  ("Note"),
 quarterly in arrears,  on (i)  the last day  of March,  June, September  and
 December of each  year until  the Maturity  Date, commencing  June 30,  2003
 (unless such  day  is  not a  Business  Day,  in which  event  on  the  next
 succeeding Business  Day)  (each  an  "Interest  Payment  Date"),  (ii)  the
 Maturity Date, and (iii) the date the principal amount of the Note shall  be
 declared to  be  or shall  automatically  become  due and  payable,  on  the
 principal sum hereof outstanding in like coin or currency, at the rates  per
 annum set forth below, from the  most recent Interest Payment Date to  which
 interest has been paid on this Note, or if no interest has been paid on this
 Note, from the date of this Note until payment in full of the principal  sum
 hereof has been made.

      The interest  rate  shall  be  twelve  percent  (12%)  per  annum  (the
 "Interest Rate") or, if less, the maximum rate permitted by applicable  law.
 At the option of the Company, interest may be  paid in cash or in shares  of
 Common Stock.  The number of shares of Common Stock issued as interest shall
 be determined  by  dividing  the  dollar  amount  of  interest  due  on  the
 applicable Interest  Payment  Date  by the  Market  Price  then  in  effect.
 "Market Price" shall mean the average closing bid price for the Common Stock
 as reported by Bloomberg, L.P., for  five trading days immediately prior  to
 such Interest Payment Date.   Past due amounts  (including interest, to  the
 extent permitted by law) will also accrue interest at the Interest Rate plus
 2% per annum or, if less, the maximum rate permitted by applicable law,  and
 will be payable on demand ("Default Interest").  Interest on this Note  will
 be calculated on the basis of a 360-day year  of twelve 30 day months.   All
 payments of principal and interest hereunder  shall be made for the  benefit
 of the Holder pursuant to the  terms hereof and of the Agreement  (hereafter
 defined).

      This Note (this "Note") is secured pursuant to the terms of a  Security
 Agreement (the  "Security Agreement")  of even  date  herewith made  by  the
 Company (or one of  its subsidiaries, as applicable)  and Holder creating  a
 security interest in favor of Holder  in certain of the assets described  in
 the Security Agreement (the "Collateral").

      This Note  is a  duly authorized  issuance of  $1,250,000.00  aggregate
 principal amount of Notes of the Company dated as of the date hereof of  the
 Company referred to in that certain  Securities Purchase Agreement dated  as
 of the date hereof between the Company and the Purchaser named therein  (the
 "Agreement").   The Agreement  and the  Security Agreement  contain  certain
 additional agreements among the  parties with respect to  the terms of  this
 Note, including, without limitation, provisions which (A) specify  voluntary
 and mandatory repayment,  prepayment and redemption  rights and  obligations
 and (B) specify Events of Default following which the remaining balance  due
 and owing hereunder may be accelerated.  All such provisions are an integral
 part of this Note and  are incorporated herein by  reference.  This Note  is
 transferable and assignable to one or  more Persons, in accordance with  the
 limitations set forth in the Agreement.

      The Company shall keep  a register (the "Register")  in which shall  be
 entered the names and  addresses of the registered  holder of this Note  and
 particulars of this Note held  by such holder and  of all transfers of  this
 Note.  References to the Holder or "Holders" shall mean the Person listed in
 the Register as registered holder of such Notes.  The ownership of this Note
 shall be proven by the Register.

      1.   Certain Terms Defined.  All terms defined in the Agreement and not
 otherwise defined  herein  shall  have  for  purposes  hereof  the  meanings
 provided for in the Agreement.

      2.   Covenants.   Unless  the  Majority Holders  otherwise  consent  in
 writing, the Company covenants and agrees to observe and perform each of its
 covenants, obligations  and  undertakings  contained  in  the  Agreement  in
 accordance with  the terms  and conditions  thereof, which  obligations  and
 undertakings are expressly assumed  herein by the Company  and made for  the
 benefit of the holder hereof.

      3.   Payment of Principal.   Subject  to  Section 4  of this Note,  the
 Company shall repay the remaining unpaid balance of this Note, plus  accrued
 interest, if any, on  November 8, 2004 (the  "Maturity Date").  The  Company
 may, and shall be obligated to, prepay all or a portion of this Note on  the
 terms specified in the Agreement.

      4.   Pre-payment of Principal.   For  so long  as no  Event of  Default
 shall have occurred and is continuing, the Company may, at its option,  pre-
 pay the full principal amount of this  Note at any time before the  Maturity
 Date at a prepayment price of (i) 102% of the Principal Amount of the  Note,
 plus all accrued  but unpaid  interest until  the first  anniversary of  the
 Note; and (ii) 101% of  the Principal Amount of  the Note, plus all  accrued
 but unpaid interest from the first anniversary date until the Maturity  Date
 (each the "Prepayment Price").

      5.   Ranking.  This Note shall rank pari passu in right of payment (but
 not with respect to the rights in the Collateral) to any other  indebtedness
 of the  Company  outstanding  as  of  the date  hereof  and  senior  to  any
 indebtedness incurred by the Company following the date hereof.

      6.   Right of Conversion.  Upon (i) an Event of Default (as defined  in
 the Agreement or the Security Agreement) and (ii) at any time following  the
 Maturity Date, at the option of  Holder, this Note shall become  convertible
 into Common Stock  of the  Company according  to the  conversion price  (the
 "Conversion Price") which is defined by the formula F/P, where:

      F = Principal amount of Note being converted, together with the accrued
 and unpaid Interest through the date of conversion, and

      P = 80%  of the  average of the  three lowest  volume weighted  average
 sales prices, as reported  by Bloomberg LP, during  the twenty (20)  trading
 days immediately preceding the date of the related notice of conversion.

      The Company agrees and covenants to execute the necessary documentation
 to amend this  Note upon Holder's  exercise of such  right of conversion  so
 that the Common Shares issuable upon  conversion of this Note will have  the
 registration rights set forth in the  Agreement and the Registration  Rights
 Agreement executed the date hereof between the Company and Holder.  In  that
 regard, the  Holders shall  be subject  to such  reasonable restrictions  on
 conversion as  may be  called for  pursuant  to applicable  law and  to  the
 Bulletin Board Rules and Guidelines, which  restrictions shall be set  forth
 in any such amendment to the Registration Rights Agreement.

      7.   Miscellaneous.  This Note  shall be deemed to  be a contract  made
 under the laws  of the  State of  Delaware, and  for all  purposes shall  be
 governed by and construed in  accordance with the laws  of said State.   The
 parties  hereto,  including  all  guarantors  or  endorsers,  hereby   waive
 presentment, demand, notice, protest  and all other  demands and notices  in
 connection with  the delivery,  acceptance, performance  and enforcement  of
 this Note, except as specifically provided  herein, and asset to  extensions
 of the time of payment, or  forbearance or other indulgence without  notice.
 The Company  hereby submits  to the  exclusive  jurisdiction of  the  United
 States District  Courts of  Delaware and  of any  Delaware state  court  for
 purposes of all legal proceedings arising  out of or relating to this  Note.
 The Company irrevocably waives, to the fullest extent permitted by law,  any
 objection which it may now or hereafter have  to the laying of the venue  of
 any such proceeding  brought in such  a court and  any claim  that any  such
 proceeding brought  in such  a court  has been  brought in  an  inconvenient
 forum.  The Company hereby irrevocably waives any and all right to trial  by
 jury in any legal proceeding arising out of or relating to this Note.

                            Signature Page Follows

<PAGE>


      IN WITNESS WHEREOF, the Company has  caused this instrument to be  duly
 executed.

      Dated: November 8, 2002


                          DIAL-THRU INTERNATIONAL CORPORATION

                          By:    _________________________________________
                          Name:  _________________________________________
                          Title: __________________________________________


<PAGE>

                                 ANNEX A

                             REPAYMENT LEDGER



        Principal  Interest  Principal  New Principal    Issuer      Holder
  Date   Balance     Paid      Paid        Balance      Initials    Initials
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 FULL NAME AND ADDRESS OF SUBSCRIBER FOR REGISTRATION PURPOSES:


 NAME:

 ADDRESS:


 TEL NO:

 FAX NO:

 CONTACT
 NAME:



 DELIVERY INSTRUCTIONS (IF DIFFERENT FROM REGISTRATION NAME):


 NAME:

 ADDRESS:


 TEL NO:

 FAX NO:

 CONTACT
 NAME:

 SPECIAL INSTRUCTIONS: ______________________________________________________