Exhibit 4.4

                                 EXHIBIT B
                                 ---------

                    FORM OF REGISTRATION RIGHTS AGREEMENT




                        REGISTRATION RIGHTS AGREEMENT

      REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of November
 8, 2002, between Dial-Thru International Corporation, a Delaware corporation
 (the "Company"), and Global Capital Funding Group, L.P. (the "Fund").

      1.   Introduction.

           i.   Securities Purchase Agreement.  The Company and the Fund have
 today executed that certain Securities Purchase Agreement (the "Securities
 Purchase Agreement"), pursuant to which the Company has agreed, among
 other things, to issue a $1,250,000.00 (U.S.) principal amount of Secured
 Promissory Note of the Company (the "Note") to the Fund or its successors,
 assigns or transferees (collectively, the "Holders").  The Company may, at
 its option, elect to pay interest on the Note in the form of shares of the
 Company's common stock, $0.001 par value per share ("Common Stock") (the
 "Interest Shares").  In addition, pursuant to the terms of the Securities
 Purchase Agreement and the transactions contemplated thereby, the Company
 has issued to the Fund Common Stock Purchase Warrants exercisable for up to
 an aggregate of 500,000 shares of the Company's Common Stock, (the "Warrant
 Shares").  The number of Warrant Shares is subject to adjustment upon the
 occurrence of stock splits, recapitalization and similar events occurring
 after the date hereof.

           ii.  Definition of Securities.  The Warrant Shares and the
 Interest Shares are collectively herein referred to as the "Securities."

           iii. National Market Representation.  The Company represents and
 warrants that the Company's Common Stock is currently eligible for trading
 on the Over-The-Counter Bulletin Board operated by the NASD under the symbol
 "DTIX."

      Certain capitalized terms used in this Agreement are defined in Section
 3 hereof; references to sections shall be to sections of this Agreement.

      2.   Registration under Securities Act, etc.

           2.1  Mandatory Registration.

                i.   Registration of Registrable Securities.  The Company
 will file with the Commission, within 180 days following the date hereof,
 a Registration Statement (the "Registration Statement") to register the
 resale of the Common Shares issuable upon the exercise of the Warrants and
 following issuance of the Interest Shares, if any.  The Company will use its
 best efforts to cause the Registration Statement to become effective within
 (i) 210 days of the Date hereof, (ii) ten (10) days following the receipt
 of a "No Review" or similar letter from the Commission or (iii) the first
 business day following the day the Commission determines the Registration
 Statement eligible to be declared effective (the "Required Effectiveness
 Date").  Nothing contained herein shall be deemed to limit the number of
 Registrable Securities to be registered by the Company hereunder.  As a
 result, should the Registration Statement not relate to the maximum number
 of Registrable Securities acquired by (or potentially acquirable by) the
 holders thereof upon exercise of the Common Stock Purchase Warrants or
 receipt of Interest Shares described in Section 1 above, the Company shall
 be required to promptly file a separate registration statement (utilizing
 Rule 462 promulgated under the Exchange Act, where applicable) relating to
 such Registrable Securities which then remain unregistered.  The provisions
 of this Agreement shall relate to any such separate registration statement
 as if it were an amendment to the Registration Statement.

                ii.  Registration Statement Formii.  Registrations under this
 Section 2.1 shall be on such appropriate registration form of the Commission
 as shall permit the disposition of such Registrable Securities in accordance
 with the intended method or methods of disposition specified by the Fund;
 provided, however, such intended method of deposition shall not include an
 underwritten offering of the Registrable Securities.

                iii. Expenses.  The Company will pay all Registration
 Expenses in connection with any registration required by this Section 2.1.

                iv.  Effective Registration Statement.  A registration
 requested pursuant to this Section 2.1 shall not be deemed to have been
 effected (i) unless a registration statement with respect thereto has become
 effective, provided that a registration which does not become effective
 after the Company filed a registration statement with respect thereto solely
 by reason of the refusal to proceed of any holder of Registrable Securities
 (other than a refusal to proceed based upon the advice of counsel in the
 form of a letter signed by such counsel and provided to the Company relating
 to a disclosure matter unrelated to such holder) shall be deemed to
 have been effected by the Company unless the holders of the Registrable
 Securities shall have elected to pay all Registration Expenses in connection
 with such registration, (ii) if, after it has become effective, such
 registration becomes subject to any stop order, injunction or other order
 or extraordinary requirement of the Commission or other governmental agency
 or court for any reason or (iii) if, after it has become effective, such
 registration ceases to be effective for more than an aggregate of ninety
 (90) days.

                v.   Plan of Distribution.  The Company hereby agrees that
 the Registration Statement shall include a plan of distribution section
 reasonably acceptable to the Fund; provided, however, such plan of
 distribution section shall be modified by the Company so as to not provide
 for the disposition of the Registrable Securities on the basis of an
 underwritten offering.

           2.2  Incidental Registration

                i.   Right to Include Registrable Securities.  If any time
 after the date hereof but before the third anniversary of the date hereof,
 the Company proposes to register any of its securities under the Securities
 Act (other than by a registration in connection with an acquisition in a
 manner which would not permit registration of Registrable Securities for
 sale to the public, on Form S-8, or any successor form thereto, on Form S-4,
 or any successor form thereto and other than pursuant to Section 2.1), on
 an underwritten basis (either best-efforts or firm-commitment) and the
 Registration Statement described in Section 2.1 of this Agreement has
 not been declared effective by the Required Effectiveness Date or the
 effectiveness of such Registration Statement has lapsed so as to create
 a Registration Default, then, the Company will each such time give prompt
 written notice to all Holders of its intention to do so and of such Holders'
 rights under this Section 2.2.  Upon the written request of any such Holder
 made within twenty (20) days after the receipt of any such notice (which
 request shall specify the Registrable Securities intended to be disposed
 of by such Holder an and the intended method of disposition thereof),
 the Company will, subject to the terms of this Agreement, effect the
 registration under the Securities Act of the Registrable Securities, to the
 extent requisite to permit the disposition (in accordance with the intended
 methods thereof as aforesaid) of such Registrable Securities so to be
 registered, by inclusion of such Registrable Securities in the registration
 statement which covers the securities which the Company proposes to
 register, provided that if, at any time after written notice of its
 intention to register any securities and prior to the effective date of
 the registration statement filed in connection with such registration, the
 Company shall determine for any reason either not to register or to delay
 registration of such securities, the Company may, at its election, give
 written notice of such determination to each Holder and, thereupon, (i)
 in the case of a determination not to register, shall be relieved of this
 obligation to register any Registrable Securities in connection with such
 registration (but not from its obligation to pay the Registration Expenses
 in connection therewith), without prejudice, however, to the rights of any
 holder or holders of Registrable Securities entitled to do so to request
 that such registration be effected as a registration under Section 2.1, and
 (ii) in the case of a determination to delay registering, shall be permitted
 to delay registering any Registrable Securities, for the same period as the
 delay in registering such other securities.  No registration effected under
 this Section 2.2 shall relieve the Company of its obligation to effect any
 registration upon request under Section 2.1, nor shall any such registration
 hereunder be deemed to have been effected pursuant to Section 2.1.  The
 Company will pay all Registration Expenses in connection with each
 registration of Registrable Securities requested pursuant to this Section
 2.2.  The right provided the Holders of the Registrable Securities pursuant
 to this Section shall be exercisable at their sole discretion and will in no
 way limit any of the Company's obligations to pay the Securities according
 to their terms.

                ii.  Priority in Incidental Registrations.  If the managing
 underwriter of the underwritten offering contemplated by this Section 2.2
 shall inform the Company and holders of the Registrable Securities
 requesting such registration by letter of its belief that the number of
 securities requested to be included in such registration exceeds the number
 which can be sold in such offering, then the Company will include in such
 registration, to the extent of the number which the Company is so advised
 can be sold in such offering, (i) first securities proposed by the Company
 to be sold for its own account, and (iii) second Registrable Securities and
 securities of other selling security holders requested to be included in
 such registration pro rata on the basis of the number of shares of such
 securities so proposed to be sold and so requested to be included; provided,
 however, the holders of Registrable Securities shall have priority to all
 shares sought to be included by officers and directors of the Company as
 well as holders of ten percent (10%) or more of the Company's Common Stock.

           2.3  Registration Procedures.  If and whenever the Company is
 required to effect the registration of any Registrable Securities under
 the Securities Act as provided in Section 2.1 and, as applicable, 2.2,
 the Company shall, as expeditiously as possible:

                i.   prepare and file with the Commission the Registration
 Statement to effect such registration (including such audited financial
 statements as may be required by the Securities Act or the rules and
 regulations promulgated thereunder) and thereafter use its best efforts
 to cause such registration statement to be declared effective by the
 Commission, as soon as practicable, but in any event no later than the
 Required Effectiveness Date (with respect to a registration pursuant to
 Section 2.1); provided, however, that before filing such registration
 statement or any amendments thereto, the Company will furnish to the counsel
 selected by the holders of Registrable Securities which are to be included
 in such registration, copies of all such documents proposed to be filed;

                ii.  with respect to any Registration Statement pursuant
 to Section 2.1, prepare and file with the Commission such amendments and
 supplements to such registration statement and the prospectus used in
 connection therewith as may be necessary to keep such registration statement
 effective and to comply with the provisions of the Securities Act with
 respect to the disposition of all Registrable Securities covered by such
 registration statement, until the earlier to occur of six (6) years after
 the date of this Agreement(subject to the right of the Company to suspend
 the effectiveness thereof for not more than 10 consecutive days or an
 aggregate of 30 days in any consecutive twelve (12) month period during such
 six (6) years period) or such time as all of the securities which are the
 subject of such registration statement cease to be Registrable Securities
 (such period, in each case, the "Registration Maintenance Period");

                iii. furnish to each seller of Registrable Securities covered
 by such registration statement such number of conformed copies of such
 registration statement and of each such amendment and supplement thereto (in
 each case including all exhibits), such number of copies of the prospectus
 contained in such registration statement (including each preliminary
 prospectus and any summary prospectus) and any other prospectus filed under
 Rule 424 under the Securities Act, in conformity with the requirements
 of the Securities Act, and such other documents, as such seller and
 underwriter, if any, may reasonably request in order to facilitate the
 public sale or other disposition of the Registrable Securities owned by such
 seller;

                iv.  use its reasonable efforts to register or qualify all
 Registrable Securities and other securities covered by such registration
 statement under such other securities laws or blue sky laws as any
 seller thereof shall reasonably request, to keep such registrations or
 qualifications in effect for so long as such registration statement remains
 in effect, and take any other action which may be reasonably necessary to
 enable such seller to consummate the disposition in such jurisdictions of
 the securities owned by such seller, except that the Company shall not for
 any such purpose be required to qualify generally to do business as a
 foreign corporation in any jurisdiction wherein it would not but for the
 requirements of this subdivision (iv) be obligated to be so qualified or to
 consent to general service of process in any such jurisdiction;

                v.   use its best efforts to cause all Registrable Securities
 covered by such registration statement to be registered with or approved by
 such other governmental agencies or authorities as may be necessary to
 enable the seller or sellers thereof to consummate the disposition of such
 Registrable Securities;

                vi.  use its best efforts to furnish a "comfort" letter (or,
 in the case of any Person which does not satisfy the conditions for receipt
 of a "comfort" letter specified in Statement on Auditing Standards No. 72,
 an "agreed upon procedures" letter), dated the effective date of such
 registration statement, signed by the independent public accountants who
 have certified the Company's financial statement included in such
 registration statement, covering substantially the same matters with respect
 to such registration statement (and the prospectus included therein) and, in
 the case of the accountants' letter, with respect to events subsequent to
 the date of such financial statements, as are customarily covered in
 accountants' letters delivered to the underwriters in underwritten public
 offerings of securities (with, in the case of an "agreed upon procedures"
 letter, such modifications or deletions as may be required under Statement
 on Auditing Standards No. 35) and, in the case of the accountants' letter,
 such other financial matters, as such seller may reasonably request;

                vii. notify the Sellers' Representative and its counsel
 promptly and confirm such advice in writing promptly after the Company has
 knowledge thereof:

                     (A)  when the Registration Statement, the prospectus or
 any prospectus supplement related thereto or post-effective amendment to the
 Registration Statement has been filed, and, with respect to the Registration
 Statement or any post-effective amendment thereto, when the same has become
 effective;

                     (B)  of any request by the Commission for amendments or
 supplements to the Registration Statement or the prospectus or for
 additional information;

                     (C)  of  the issuance by the Commission of any stop
 order suspending the effectiveness of the Registration Statement or the
 initiation of any proceedings by any Person for that purpose; and

                     (D)  of the receipt by the Company of any notification
 with respect to the suspension of the qualification of any Registrable
 Securities for sale under the securities or blue sky laws of any
 jurisdiction or the initiation or threat of any proceeding for such purpose;

                viii.     notify each seller of Registrable Securities
 covered by such registration statement, at any time when a prospectus
 relating thereto is required to be delivered under the Securities Act, upon
 discovery that, or upon the happening of any event as a result of which,
 the prospectus included in such registration statement, as then in effect,
 includes an untrue statement of a material fact or omits to state any
 material facts required to be stated therein or necessary to make the
 statements therein not misleading in the light of the circumstances then
 existing, and at the request of any such seller promptly prepare and furnish
 to such seller a reasonable number of copies of a supplement to or an
 amendment of such prospectus as may be necessary so that, as thereafter
 delivered to the purchasers of such securities, such prospectus shall not
 include an untrue statement of a material fact or omit to state a material
 fact required to be stated therein or necessary to make the statements
 therein not misleading in the light of the circumstances then existing;

                ix.  use its best efforts to obtain the withdrawal of any
 order suspending the effectiveness of the Registration Statement at the
 earliest possible moment;

                x.   otherwise use its best efforts to comply with all
 applicable rules and regulations of the Commission, and make available
 to its security holders, as soon as reasonably practicable, an earnings
 statement covering the period of at least twelve months, but not more than
 eighteen months, beginning with the first full calendar month after the
 effective date of such registration statement, which earnings statement
 shall satisfy the provisions of Section 11(a) of the Securities Act and Rule
 158 thereunder;

                xi.  enter into such agreements and take such other actions
 as the Sellers' Representative shall reasonably request in writing (at the
 expense of the requesting or benefiting sellers) in order to expedite or
 facilitate the disposition of such Registrable Securities; and

                xii. use its best efforts to list all Registrable Securities
 covered by such registration statement on any securities exchange on which
 any of the Registrable Securities are then listed.

      The Company may require each seller of Registrable Securities as to
 which any registration is being effected to furnish the Company such
 information regarding such seller and the distribution of such securities
 as the Company may from time to time reasonably request in writing.

      The Company will not file any registration statement pursuant to
 Section 2.1, or amendment thereto or any prospectus or any supplement
 thereto (including such documents incorporated by reference and proposed to
 be filed after the initial filing of the Registration Statement) to which
 the Sellers' Representative shall reasonably object, provided that the
 Company may file such documents in a form required by law or upon the advice
 of its counsel.

      The Company represents and warrants to each holder of Registrable
 Securities that it has obtained all necessary waivers, consents and
 authorizations necessary to execute this Agreement and consummate the
 transactions contemplated hereby other than such waivers, consents and/or
 authorizations specifically contemplated by the Securities Purchase
 Agreement or by the other Transaction Agreements.

      The Fund agrees that, upon receipt of any notice from the Company of
 the occurrence of any event of the kind described in subdivision (viii)
 of this Section 2.3, the Fund will immediately discontinue the Fund's
 disposition of Registrable Securities pursuant to the Registration Statement
 relating to such Registrable Securities until the Fund's receipt of the
 copies of the supplemented or amended prospectus contemplated by subdivision
 (viii) of this Section 2.3 and, if so directed by the Company, will deliver
 to the Company (at the Company's expense) all copies, other than permanent
 file copies, then in the Fund's possession of the prospectus relating to
 such Registrable Securities current at the time of receipt of such notice.

           2.4  Underwritten Offerings

                i.   Incidental Underwritten Offerings.  If the Company at
 any time proposes to register any of its securities under the Securities Act
 as contemplated by Section 2.2 and such securities are to be distributed by
 or through one or more underwriters, the Company will, if requested by any
 holder of Registrable Securities as provided in Section 2.2 and subject to
 the provisions of Section 2.2(i), use its reasonable efforts to arrange for
 such underwriters to include all the Registrable Securities to be offered
 and sold by such holder among the securities to be distributed by such
 underwriters.

                ii.  Holdback Agreements.  Subject to such other reasonable
 requirements as may be imposed by the underwriter as a condition of
 inclusion of a Fund's Registrable Securities in the registration statement,
 each Fund agrees by acquisition of Registrable Securities, if so required by
 the managing underwriter, not to sell, make any short sale of, loan, grant
 any option for the purchase of, effect any public sale or distribution of or
 otherwise dispose of, except as part of such underwritten registration, any
 equity securities of the Company, during such reasonable period of time
 requested by the underwriter; provided however, such period shall not exceed
 the 120 day period commencing 30 days prior to the commencement of such
 underwritten offering and ending 90 days following the completion of such
 underwritten offering.

                iii. Participation in Underwritten Offerings.  No holder of
 Registrable Securities may participate in any underwritten offering under
 Section 2.2 unless such holder of Registrable Securities (i) agrees to
 sell such Person's securities on the basis provided in any underwriting
 arrangements approved, subject to the terms and conditions hereof, by the
 holders of a majority of Registrable Securities to be included in such
 underwritten offering and (ii) completes and executes all questionnaires,
 indemnities, underwriting agreements and other documents (other than powers
 of attorney) required under the terms of such underwriting arrangements.
 Notwithstanding the foregoing, no underwriting agreement (or other agreement
 in connection with such offering) shall require any holder of Registrable
 Securities to make an representations or warranties to or agreements with
 the Company or the underwriters other than representations and warranties
 contained in a writing furnished by such holder expressly for use in the
 related registration statement or representations, warranties or agreements
 regarding such holder, such holder's Registrable Securities and such
 holder's intended method of distribution and any other representation
 required by law.

           2.5  Preparation; Reasonable Investigation.  In connection
 with the preparation and filing of each registration statement under the
 Securities Act pursuant to this Agreement, the Company will give the holders
 of Registrable Securities registered under such registration statement, and
 their respective counsel and accountants, the opportunity to participate in
 the preparation of such registration statement, each prospectus included
 therein or filed with the Commission, and each amendment thereof or
 supplement thereto, and will give each of them such access to its books and
 records and such opportunities to discuss the business of the Company with
 its officers and the independent public accountants who have certified its
 financial statements as shall be necessary, in the reasonable opinion of
 such holders' counsel, to conduct a reasonable investigation within the
 meaning of the Securities Act.

           2.6  Registration Default Fee.  If the Registration Statement
 contemplated in Section 2.1 is (x) not filed by the required date set forth
 in Section 2.1, (y) not declared effective by the Required Effectiveness
 Date or (z) such effectiveness is not maintained for the Registration
 Maintenance Period, then the Company shall pay to the Fund the applicable
 Default Fee specified in Section 10.4 of the Securities Purchase Agreement.

           2.7  Indemnification.

                i.   Indemnification by the Company.  In the event of any
 registration of any securities of the Company under the Securities Act,
 the Company will, and hereby does agree to indemnify and hold harmless the
 holder of any Registrable Securities covered by such registration statement,
 its directors and officers, each other Person who participates as an
 underwriter in the offering or sale of such securities and each other
 Person, if any, who controls such holder or any such underwriter within
 the meaning of the Securities Act against any losses, claims, damages or
 liabilities, joint or several, to which such holder or any such director or
 officer or underwriter or controlling person may become subject under the
 Securities Act or otherwise, insofar as such losses, claims, damages or
 liabilities (or actions or proceedings, whether commenced or threatened,
 in respect thereof) arise out of or are based upon any untrue statement or
 alleged untrue statement of any material fact contained in any registration
 statement under which such securities were registered under the Securities
 Act, any preliminary prospectus, final prospectus or summary prospectus
 contained therein, or any amendment or supplement thereto, or any omission
 or alleged omission to state therein a material fact required to be stated
 therein or necessary to make the statements therein not misleading, and
 the Company will reimburse such holder and each such director, officer,
 underwriter and controlling person for any legal or any other expenses
 reasonably incurred by them in connection with investigating or defending
 any such loss, claim, liability, action or proceeding, provided that the
 Company shall not be liable in any such case to the extent that any such
 loss, claim, damage, liability, (or action or proceeding in respect thereof)
 or expense arises out of or is based upon an untrue statement or alleged
 untrue statement or omission or alleged omission made in such registration
 statement, any such preliminary prospectus, final prospectus, summary
 prospectus, amendment or supplement in reliance upon and in conformity with
 written information furnished to the Company by such holder or underwriter
 stating that it is for use in the preparation thereof and, provided further
 that the Company shall not be liable to any Person who participates as an
 underwriter in the offering or sale of Registrable Securities or to any
 other Person, if any, who controls such underwriter within the meaning of
 the Securities Act, in any such case to the extent that any such loss,
 claim, damage, liability (or action or proceeding in respect thereof) or
 expense arises out of such Person's failure to send or give a copy of the
 final prospectus, as the same may be then supplemented or amended, within
 the time required by the Securities Act to the Person asserting the
 existence of an untrue statement or alleged untrue statement or omission
 or alleged omission at or prior to the written confirmation of the sale of
 Registrable Securities to such Person if such statement or omission was
 corrected in such final prospectus or an amendment or supplement thereto.
 Such indemnity shall remain in full force and effect regardless of any
 investigation made by or on behalf of such holder or any such director,
 officer, underwriter or controlling person and shall survive the transfer
 of such securities by such holder.

                ii.  Indemnification by the Sellers.  The Company may
 require, as a condition to including any Registrable Securities in any
 registration statement filed pursuant to this Agreement, the Company shall
 have received an undertaking satisfactory to it from the prospective seller
 of such Registrable Securities, to indemnify and hold harmless (in the same
 manner and to the same extent as set forth in subdivision (i) of this
 Section 2.7) the Company, each director of the Company, each officer of the
 Company and each other Person, if any, who controls the Company within the
 meaning of the Securities Act, with respect to any statement or alleged
 statement in or omission or alleged omission from such registration
 statement, any preliminary prospectus, final prospectus or summary
 prospectus contained therein, or any amendment or supplement thereto, if
 such statement or alleged statement or omission or alleged omission was made
 in reliance upon and in conformity with written information furnished to the
 Company through an instrument duly executed by such seller specifically
 stating that it is for use in the preparation of such registration
 statement, preliminary prospectus, final prospectus, summary prospectus,
 amendment or supplement.  Any such indemnity shall remain in full force and
 effect, regardless of any investigation made by or on behalf of the Company
 or any such director, officer or controlling person and shall survive the
 transfer of such securities by such seller.

                iii. Notices of Claims, etc.  Promptly after receipt by an
 indemnified party of notice of the commencement of any action or proceeding
 involving a claim referred to in the preceding subdivisions of this Section
 2.7, such indemnified party will, if a claim in respect thereof is to be
 made against an indemnifying party, give written notice to the latter of the
 commencement of such action, provided that the failure of any indemnified
 party to give notice as provided herein shall not relieve the indemnifying
 party of its obligations under the preceding subdivisions of this Section
 2.7, except to the extent that the indemnifying party is actually prejudiced
 by such failure to give notice.  In case any such action is brought against
 an indemnified party, unless in such indemnified party's reasonable judgment
 a conflict of interest between such indemnified and indemnifying parties may
 exist in respect of such claim, the indemnifying party shall be entitled to
 participate in and to assume the defense thereof, jointly with any other
 indemnifying party similarly notified, to the extent that the indemnifying
 party may wish, with counsel reasonably satisfactory to such indemnified
 party, and after notice from the indemnifying party to such indemnified
 party of its election so to assume the defense thereof, the indemnifying
 party shall not be liable to such indemnified party for any legal or other
 expenses subsequently incurred by the latter in connection with the defense
 thereof other than reasonable costs of investigation.  No indemnifying party
 shall, without the consent of the indemnified party, consent to entry of any
 judgment or enter into any settlement of any such action which does not
 include as an unconditional term thereof the giving by the claimant or
 plaintiff to such indemnified party of a release from all liability, or a
 covenant not to sue, in respect to such claim or litigation.  No indemnified
 party shall consent to entry of any judgment or enter into any settlement of
 any such action the defense of which has been assumed by an indemnifying
 party without the consent of such indemnifying party.

                iv.  Other Indemnification.  Indemnification similar to
 that specified in the preceding subdivisions of this Section 2.7 (with
 appropriate modifications) shall be given by the Company and each seller of
 Registrable Securities (but only if and to the extent required pursuant to
 the terms of 2.7(ii)) with respect to any required registration or other
 qualification of securities under any Federal or state law or regulation of
 any governmental authority, other than the Securities Act.

                v.   Indemnification Payments.  The indemnification required
 by this Section 2.7 shall be made by periodic payments of the amount thereof
 during the course of the investigation or defense, as and when bills are
 received or expense, loss, damage or liability is incurred.

                vi.  Contribution.  If the indemnification provided for
 in the preceding subdivision of this Section 2.7 is unavailable to an
 indemnified party in respect of any expense, loss, claim, damage or
 liability referred to therein, then each indemnifying party, in lieu of
 indemnifying such indemnified party, shall contribute to the amount paid or
 payable by such indemnified party as a result of such expense, loss, claim,
 damage or liability (i) in such proportion as is appropriate to reflect the
 relative benefits received by the Company on the one hand and the holder or
 underwriter, as the case may be, on the other from the distribution of the
 Registrable Securities or (ii) if the allocation provided by clause (i)
 above is not permitted by applicable law, in such proportion as is
 appropriate to reflect not only the relative benefits referred to in clause
 (i) above but also the relative fault of the Company on the one hand and of
 the holder or underwriter, as the case may be, on the other in connection
 with the statements or omissions which resulted in such expense, loss,
 damage or liability, as well as any other relevant equitable considerations.
 The relative benefits received by the Company on the one hand and the holder
 or underwriter, as the case may be, on the other in connection with the
 distribution of the Registrable Securities shall be deemed to be in the
 same proportion as the total net proceeds received by the Company from the
 initial sale of the Registrable Securities by the Company to the purchasers
 bear to the gain, if any, realized by all selling holders participating in
 such offering or the underwriting discounts and commissions received by the
 underwriter, as the case may be.  The relative fault of the Company on the
 one hand and of the holder or underwriter, as the case may be, on the other
 shall be determined by reference to, among other things, whether the untrue
 or alleged untrue statement of a material fact or omission to state a
 material fact relates to information supplied by the Company, by the holder
 or by the underwriter and the parties' relative intent, knowledge, access to
 information supplied by the Company, by the holder or by the underwriter and
 the parties' relative intent, knowledge, access to information and
 opportunity to correct or prevent such statement or omission, provided that
 the foregoing contribution agreement shall not inure to the benefit of any
 indemnified party if indemnification would be unavailable to such
 indemnified party by reason of the provisions contained in the first
 sentence of subdivision (i) of this Section 2.7, and in no event shall the
 obligation of any indemnifying party to contribute under this subdivision
 (vi) exceed the amount that such indemnifying party would have been
 obligated to pay by way of indemnification if the indemnification provided
 for under subdivisions (ii) of this Section 2.7 had been available under the
 circumstances.

      The Company and the holders of Registrable Securities agree that it
 would not be just and equitable if contribution pursuant to this subdivision
 (vi) were determined by pro rata allocation (even if the holders and
 any underwriters were treated as one entity for such purpose) or by any
 other method of allocation that does not take account of the equitable
 considerations referred to in the immediately preceding paragraph.  The
 amount paid or payable by an indemnified party as a result of the losses,
 claims, damages and liabilities referred to in the immediately preceding
 paragraph shall be deemed to include, subject to the limitations set forth
 in the preceding sentence and subdivision (iii) of this Section 2.7, any
 legal or other expenses reasonably incurred by such indemnified party in
 connection with investigating or defending any such action or claim.

      Notwithstanding the provisions of this subdivision (vi), no holder of
 Registrable Securities or underwriter shall be required to contribute any
 amount in excess of the amount by which (i) in the case of any such holder,
 the net proceeds received by such holder from the sale of Registrable
 Securities or (ii) in the case of an underwriter, the total price at which
 the Registrable Securities purchased by it and distributed to the public
 were offered to the public exceeds, in any such case, the amount of any
 damages that such holder or underwriter has otherwise been required to pay
 by reason of such untrue or allege untrue statement or omission.  No Person
 guilty of fraudulent misrepresentation (within the meaning of Section 11(f)
 of the Securities Act) shall be entitled to contribution from any person who
 was not guilty of such fraudulent misrepresentation.

      3.   Definitions.  As used herein, unless the context otherwise
 requires, the following terms have the following respective meanings:

           "Agreement":  As defined in Section 1.

           "Commission":  The Securities and Exchange Commission or any other
 Federal agency at the time administering the Securities Act.

           "Common Stock":  As defined in Section 1.

           "Company":  As defined in the introductory paragraph of this
 Agreement.

           "Exchange Act":  The Securities Exchange Act of 1934, as amended,
 and the rules and regulations of the Commission thereunder.

           "Note":  As defined in Section 1, such term to include any
 securities issued in substitution of or in addition to such Note.

           "Person":  A corporation, association, partnership, organization,
 business, individual, governmental or political subdivision thereof or a
 governmental agency.

           "Registrable Securities":  The Securities and any securities
 issued or issuable with respect to such Securities by way of stock
 dividend or stock split or in connection with a combination of shares,
 recapitalization, merger, consolidation or other reorganization or
 otherwise.  Once issued such securities shall cease to be Registrable
 Securities when (a) a registration statement with respect to the sale of
 such securities shall have become effective under the Securities Act and
 such securities shall have been disposed of in accordance with such
 registration statement, (b) they shall have been distributed to the public
 pursuant to Rule 144 (or any successor provision) under the Securities Act,
 (c) they shall have been otherwise transferred, new certificates for them
 not bearing a legend restricting further transfer shall have been delivered
 by the Company and subsequent disposition of them shall not require
 registration or qualification of them under the Securities Act or any
 similar state law then in force, (d) they shall have ceased to be
 outstanding, (e) on the expiration of the applicable Registration
 Maintenance Period or (f) any and all legends restricting transfer thereof
 have been removed in accordance with the provisions of Rule 144(k) (or any
 successor provision) under the Securities Act.

           "Registration Expenses":  All expenses incident to the Company's
 performance of or compliance with this Agreement, including, without
 limitation, all registration, filing and NASD fees, all stock exchange and
 Amex listing fees, all fees and expenses of complying with securities or
 blue sky laws, all word processing, duplicating and printing expenses,
 messenger and delivery expenses, the fees and disbursements of counsel
 for the Company and of its independent public accountants, including the
 expenses of any special audits or "cold comfort" letters required by or
 incident to such performance and compliance, premiums and other costs of
 policies of insurance of the Company against liabilities arising out of the
 public offering of the Registrable Securities being registered and any fees
 and disbursements of underwriters customarily paid by issuers or sellers
 of securities, but excluding underwriting discounts and commissions and
 transfer taxes, if any, provided that, in any case where Registration
 Expenses are not to be borne by the Company, such expenses shall not include
 salaries of Company personnel or general overhead expenses of the Company,
 auditing fees, premiums or other expenses relating to liability insurance
 required by underwriters of the Company or other expenses for the
 preparation of financial statements or other data normally prepared by the
 Company in the ordinary course of its business or which the Company would
 have incurred in any event.

           "Registration Maintenance Period":  As defined in Section 2.3.

           "Required Effectiveness Date":  As defined in Section 2.1.

           "Securities Act":  The Securities Act of 1933, as amended, and the
 rules and regulations of the Commission thereunder.

           "Securities Purchase Agreement":  As defined in Section 1.

           "Sellers' Representative":  Global Capital Advisors, Ltd. or such
 Person designated by Global Capital Advisors, Ltd.

           "Warrant Shares":  As defined in Section 1.

      4.   Rule 144.  The Company shall timely file the reports required to
 be filed by it under the Securities Act and the Exchange Act (including but
 not limited to the reports under Sections 13 and 15(d) of the Exchange Act
 referred to in subparagraph (c) of Rule 144 adopted by the Commission under
 the Securities Act) and the rules and regulations adopted by the Commission
 thereunder (or, if the Company is not required to file such reports, will,
 upon the request of any holder of Registrable Securities, make publicly
 available other information) and will take such further action as any holder
 of Registrable Securities may reasonably request, all to the extent required
 from time to time to enable such holder to sell Registrable Securities
 without registration under the Securities Act within the limitation of the
 exemptions provided by (a) Rule 144 under the Securities Act, as such Rule
 may be amended from time to time, or (b) any similar rule or regulation
 hereafter adopted by the Commission.  Upon the request of any holder of
 Registrable Securities, the Company will deliver to such holder a written
 statement as to whether it has complied with the requirements of this
 Section 4.

      5.   Amendments and Waivers.  This Agreement may be amended and the
 Company may take any action herein prohibited, or omit to perform any act
 herein required to be performed by it, only if the Company shall have
 obtained the written consent to such amendment, action or omission to act,
 of the holder or holders of the sum of the 51% or more of the shares of (i)
 Registrable Securities issued at such time, plus (ii) Registrable Securities
 issuable upon exercise or conversion of the Securities then constituting
 derivative securities (if such Securities were not fully exchanged or
 converted in full as of the date such consent if sought).  Each holder of
 any Registrable Securities at the time or thereafter outstanding shall be
 bound by any consent authorized by this Section 5, whether or not such
 Registrable Securities shall have been marked to indicate such consent.

      6.   Nominees for Beneficial Owners.  In the event that any Registrable
 Securities are held by a nominee for the beneficial owner thereof, the
 beneficial owner thereof may, at its election, be treated as the holder of
 such Registrable Securities for purposes of any request or other action by
 any holder or holders of Registrable Securities pursuant to this Agreement
 or any determination of any number of percentage of shares of Registrable
 Securities held by any holder or holders of Registrable Securities
 contemplated by this Agreement.  If the beneficial owner of any Registrable
 Securities so elects, the Company may require assurances reasonably
 satisfactory to it of such owner's beneficial ownership of such Registrable
 Securities.

      7.   Notices.  Except as otherwise provided in this Agreement, all
 notices, requests and other communications to any Person provided for
 hereunder shall be in writing and shall be given to such Person (a) in the
 case of a party hereto other than the Company, addressed to such party in
 the manner set forth in the Securities Purchase Agreement or at such other
 address as such party shall have furnished to the Company in writing, or (b)
 in the case of any other holder of Registrable Securities, at the address
 that such holder shall have furnished to the Company in writing, or, until
 any such other holder so furnishes to the Company an address, then to and
 at the address of the last holder of such Registrable Securities who has
 furnished an address to the Company, or (c) in the case of the Company, at
 the address set forth on the signature page hereto, to the attention of its
 President, or at such other address, or to the attention of such other
 officer, as the Company shall have furnished to each holder of Registrable
 Securities at the time outstanding.  Each such notice, request or other
 communication shall be effective (i) if given by mail, 72 hours after such
 communication is deposited in the mails with first class postage prepaid,
 addressed as aforesaid or (ii) if given by any other means (including,
 without limitation, by fax or air courier), when delivered at the address
 specified above, provided that any such notice, request or communication
 shall not be effective until received.

      8.   Assignment.  This Agreement shall be binding upon and inure to
 the benefit of and be enforceable by the parties hereto.  In addition, and
 whether or not any express assignment shall have been made, the provisions
 of this Agreement which are for the benefit of the parties hereto other
 than the Company shall also be for the benefit of and enforceable by any
 subsequent holder of any Registrable Securities.  Each of the Holders of the
 Registrable Securities agrees, by accepting any portion of the Registrable
 Securities after the date hereof, to the provisions of this Agreement
 including, without limitation, appointment of the Sellers' Representative to
 act on behalf of such Holder pursuant to the terms hereof which such actions
 shall be made in the good faith discretion of the Sellers' Representative
 and be binding on all persons for all purposes.

      9.   Descriptive Headings.  The descriptive headings of the several
 sections and paragraphs of this Agreement are inserted for reference only
 and shall not limit or otherwise affect the meaning hereof.

      10.  Governing Law.  THIS AGREEMENT SHALL BE CONSTRUED AND ENFORCED IN
 ACCORDANCE WITH, AND THE RIGHTS OF THE PARTIES SHALL BE GOVERNED BY, THE
 LAWS OF THE STATE OF DELAWARE WITHOUT REFERENCE TO THE PRINCIPLES OF
 CONFLICTS OF LAWS.

      11.  Counterparts.  This Agreement may be executed by facsimile and may
 be signed simultaneously in any number of counterparts, each of which shall
 be deemed an original, but all such counterparts shall together constitute
 one and the same instrument.

      12.  Entire Agreement.  Subject to Article X of the Securities Purchase
 Agreement, this Agreement embodies the entire agreement and understanding
 between the Company and each other party hereto relating to the subject
 matter hereof and supersedes all prior agreements and understandings
 relating to such subject matter.

      13.  Severability.  If any provision of this Agreement, or the
 application of such provisions to any Person or circumstance, shall be
 held invalid, the remainder of this Agreement, or the application of such
 provision to Persons or circumstances other than those to which it is held
 invalid, shall not be affected thereby.



      IN WITNESS WHEREOF, the parties have caused this Agreement to be
 executed and delivered by their respective officers thereunto duly
 authorized as of the date first above written.


                               DIAL-THRU INTERNATIONAL CORPORATION



                               By:    ____________________________
                               Name:  ____________________________
                               Title: ____________________________

                               Address:  17383 Sunset Blvd.
                                         Suite 350
                                         Los Angeles, CA  90272


                               Telephone: 310-566-1700
                               Fax: 310-573-9435
                               Attn: John Jenkins




                               GLOBAL CAPITAL FUNDING GROUP, L.P.
                               By its General Partner, Global Capital
                               Management Services, Inc.



                               By:    ____________________________
                               Name:  Lewis N. Lester
                               Title: President

                               Address:  106 Colony Park Drive
                                         Suite 900
                                         Cumming, GA  30040

                               Telephone:(678) 947-0028
                               Fax: (678) 947-6499
                               Attn: Lewis N. Lester


<PAGE>

                         TABLE OF CONTENTS

 1.   Introduction..............................................     2
      i.   Securities Purchase Agreement........................     2
      ii.  Definition of Securities.............................     2
      iii. National Market Representation.......................     2
 2.   Registration under Securities Act, etc....................     2
      2.1  Mandatory Registration...............................     2
           i.   Registration of Registrable Securities..........     2
           ii.  Registration Statement Form.....................     3
           iii. Expenses........................................     3
           iv.  Effective Registration Statement................     3
           v.   Plan of Distribution............................     3
      2.2  Incidental Registration..............................     3
           i.   Right to Include Registrable Securities.........     3
           ii.  Priority in Incidental Registrations............     4
      2.3  Registration Procedures..............................     5
      2.4  Underwritten Offerings...............................     8
           i.   Incidental Underwritten Offerings...............     8
           ii.  Holdback Agreements.............................     8
           iii. Participation in Underwritten Offerings.........     8
      2.5  Preparation; Reasonable Investigation................     9
      2.6  Registration Default Fee.............................     9
      2.7  Indemnification......................................     9
           i.   Indemnification by the Company..................     9
           ii.  Indemnification by the Sellers..................    10
           iii. Notices of Claims, etc..........................    10
           iv.  Other Indemnification...........................    11
           v.   Indemnification Payments........................    11
           vi.  Contribution....................................    11
 3.   Definitions...............................................    12
 4.   Rule 144..................................................    14
 5.   Amendments and Waivers....................................    14
 6.   Nominees for Beneficial Owners............................    14
 7.   Notices...................................................    15
 8.   Assignment................................................    15
 9.   Descriptive Headings......................................    15
 10.  Governing Law.............................................    15
 11.  Counterparts..............................................    15
 12.  Entire Agreement..........................................    16
 13.  Severability..............................................    16


<PAGE>

                        Registration Rights Agreement


                                 dated as of


                               November 8, 2002

                                by and between


                     Dial-Thru International Corporation

                                     and

                      Global Capital Funding Group, L.P.