Exhibit 4.6

                                  EXHIBIT A
                                  ---------


                               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                                                            $550,000.00

                     DIAL-THRU INTERNATIONAL CORPORATION

                               PROMISSORY NOTE


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

               GCA Strategic Investment Fund Limited

 (the "Holder") and  registered assigns, the  principal sum  of Five  Hundred
 Fifty Thousand Dollars ($550,000.00)  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  Promissory  Note ("Note"),  on  the
 Maturity Date, (as  hereinafter defined) from  the date of  this Note  until
 payment in full of the principal sum hereof has been made.

      The interest rate shall be ten  percent (10%) per annum (the  "Interest
 Rate") or, if less, the maximum rate permitted by applicable law.   Interest
 shall be paid in cash.  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 of the Agreement (hereafter defined).

      This Note  is  a  duly authorized  issuance  of  $550,000.00  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 contains 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,  which
 obligations and undertakings are expressly assumed herein by the Company and
 made for the benefit of the holder hereof.

      3.   Payment of  Principal.   The  Company  shall repay  the  remaining
 unpaid balance of  this Note, plus  accrued Interest, on  December 23,  2003
 (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.   Ranking.  This Note shall rank  pari passu in right of payment  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.

      5.   Conversion of Note.  In the event the Note is not repaid within 10
 days of  the  Maturity  Date  (a "Payment  Default"),  this  Note  shall  be
 exchanged for one of the Company's  6% Convertible Debenture's due  November
 8, 2004  (the  "Debentures")  in  the  aggregate  principal  amount  of  the
 outstanding principal  amount of  this Note,  plus  all accrued  and  unpaid
 interest, a form of which is attached hereto as Exhibit A.

      The Company agrees and covenants to execute the necessary documentation
 to exchange this  Note upon the  Payment Default so  that the Common  Shares
 issuable upon conversion  of the Debentures  that is issued  in exchange  of
 this Note  will have  identical rights  and  privileges as  that of  the  6%
 Convertible Debenture due November 8, 2004, including registration rights.

      6.   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: July 24, 2003



                          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:


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 TEL NO:

 FAX NO:

 CONTACT
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 DELIVERY INSTRUCTIONS (IF DIFFERENT FROM REGISTRATION NAME):


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 TEL NO:

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 CONTACT
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 SPECIAL INSTRUCTIONS: _____________________________________________________