Exhibit 4.3


                                  EXHIBIT E
                                  ---------

                    FORM OF COMMON STOCK PURCHASE WARRANT



 THIS COMMON  STOCK  PURCHASE  WARRANT HAS  NOT  BEEN  REGISTERED  UNDER  THE
 SECURITIES ACT  OF 1933,  AS AMENDED  (THE "SECURITIES  ACT").   THE  HOLDER
 HEREOF, BY PURCHASING  THIS COMMON STOCK  PURCHASE WARRANT,  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 ("PURCHASE AGREEMENT"), DATED 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 LIMIT THE EXERCISE RIGHTS OF THE HOLDER
 AND SPECIFY MANDATORY REDEMPTION OBLIGATIONS OF THE COMPANY.

                   _______________________________________

                     DIAL-THRU INTERNATIONAL CORPORATION

                        COMMON STOCK PURCHASE WARRANT


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                                                   No. 1

 Number of shares: 500,000          Holder: Global Capital Funding Group L.P.
                                            106 Colony Park Drive
 Expiration Date: November 8, 2007          Suite 900
                                            Cumming, GA 30040
 Purchase Price Per Share: $0.14

 For identification only.  The governing terms of this Warrant are set forth
                           below.
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 Dial-Thru International Corporation, a Delaware corporation (the "Company"),
 hereby certifies that,  for value  received, Global  Capital Funding  Group,
 L.P. or assigns  ("Holder"), is  entitled, subject  to the  terms set  forth
 below, to purchase from the Company at any  time or from time to time  after
 the date hereof  and prior to  the fifth anniversary  hereof (the  "Exercise
 Period"), at the Purchase Price hereinafter set forth, Five Hundred Thousand
 (500,000) shares of the fully paid and nonassessable shares of Common Stock.
 The  number and character  of such shares of  Common Stock and the  Purchase
 Price are subject to adjustment as provided herein.

      The purchase price per share of Common Stock issuable upon exercise  of
 this Warrant  (the "Purchase  Price") shall  initially be  $0.14,  provided,
 however, that the  Purchase Price  shall be adjusted  from time  to time  as
 provided herein.

      1.   Certain  Defined  Terms.    Capitalized  terms  used  herein   not
 otherwise defined shall have the meanings  ascribed thereto in the  Purchase
 Agreement.  As used herein the following terms, unless the context otherwise
 requires, have the following respective meanings:

           (a)  The term  "Company"  shall  include  Dial-Thru  International
      Corporation and  any  corporation  that shall  succeed  or  assume  the
      obligations of such corporation hereunder.

           (b)  The term  "Common Stock"  includes (a)  the Company's  common
      stock, $0.001 par value per share,  (b) any other capital stock of  any
      class or classes (however designated) of the Company, authorized on  or
      after such date,  the holders of  which shall have  the right,  without
      limitation as to amount, either to all or to a share of the balance  of
      current dividends  and  liquidating  dividends  after  the  payment  of
      dividends and distributions on any  shares entitled to preference,  and
      the holders of which shall ordinarily, in the absence of contingencies,
      be entitled to vote for the election of a majority of directors of  the
      Company (even though  the right so  to vote has  been suspended by  the
      happening of  such a  contingency) and  (c) any  other securities  into
      which or for which any of the securities described in (a) or (b) may be
      converted  or  exchanged  pursuant  to  a  plan  of   recapitalization,
      reorganization, merger, sale of assets or otherwise.

           (c)  The term "Other Securities" refers  to any stock (other  than
      Common Stock) and other securities of  the Company or any other  person
      (corporate or otherwise) that  the Holder of this  Warrant at any  time
      shall be entitled to receive, or  shall have received, on the  exercise
      of this Warrant, in lieu of or in addition to Common Stock, or that  at
      any time shall be issuable or shall have been issued in exchange for or
      in replacement of Common Stock or Other Securities pursuant to  Section
      4 or otherwise.

      2.   Exercise of Warrant.

           2.1  Method of Exercise.

           (a)  This warrant may be exercised in whole or in part (but not as
      to a fractional share of  Common Stock), at any  time and from time  to
      time during the Exercise Period by  the Holder hereof by delivery of  a
      notice of exercise (a "Notice of  Exercise") substantially in the  form
      attached  hereto as Exhibit  A via facsimile to  the Company.  Promptly
      thereafter the  Holder shall  submit to  the Company  at its  principal
      office, an amount equal to the Purchase Price multiplied by the  number
      of shares of  Common Stock for  which this Warrant  is being  exercised
      (the "Exercise Price").  Payment of  the Exercise Price shall be  made,
      at the option of the Holder, (i) by bank draft payable to the order  of
      the Company, or (ii) by wire transfer  to  the  account of the Company.
      Following receipt  by the  Company of  the Exercise  Price, the  Holder
      shall be entitled to receive, one  or more certificates, issued in  the
      Holder's name  or in  such name  or  names as  the Holder  may  direct,
      subject to the limitations on transfer contained herein, for the number
      of  shares of Common  Stock set forth  in the Notice  of Exercise.  The
      shares of Common Stock so purchased shall be deemed to be issued as  of
      the close  of business  on the  date on  which the  Company shall  have
      received from the  Holder payment in  full of the  Exercise Price  (the
      "Exercise Date").

           (b)  Notwithstanding anything to  the contrary  set forth  herein,
      upon exercise of all  or a portion of  this Warrant in accordance  with
      the terms  hereof,  the Holder  shall  not be  required  to  physically
      surrender this Warrant  to the Company.   Rather,  records showing  the
      amount so exercised and the date  of exercise shall be maintained on  a
      ledger substantially in the form of Annex B attached hereto (a copy  of
      which shall be  delivered to the  Company or transfer  agent with  each
      Notice of Exercise).  It is  specifically contemplated that the  Holder
      hereof shall act  as the calculation  agent for all  exercises of  this
      Warrant.  In the  event of any dispute  or discrepancies, such  records
      maintained by the Holders shall be controlling and determinative in the
      absence of manifest error.  The Holder and any assignee, by  acceptance
      of  this  Warrant,  acknowledge  and  agree  that,  by  reason  of  the
      provisions of this  paragraph, following an  exercise of  a portion  of
      this Warrant, the number of shares of Common Stock represented by  this
      Warrant will be the amount indicated on Annex B attached hereto  (which
      may be less than the amount stated on the face hereof).

           2.2  Regulation D Restrictions.  The Holder hereof represents  and
 warrants to the Company  that it has acquired  this Warrant and  anticipates
 acquiring the shares of Common Stock  issuable upon exercise of the  Warrant
 solely for its own account for investment purposes and not with a view to or
 for resale of such  securities unless such resale  has been registered  with
 the Commission or an  applicable exemption is available  therefore.  At  the
 time this Warrant is exercised, the Company may require the Holder to  state
 in the Notice of Exercise such representations concerning the Holder as  are
 necessary or  appropriate  to  assure compliance  by  the  Holder  with  the
 Securities Act.

           2.3  Company Acknowledgment.  The Company will, at the time of the
 exercise of this Warrant, upon request of the Holder hereof, acknowledge  in
 writing its continuing obligation to afford to such Holder the  registration
 rights to  which  such Holder  shall  continue  to be  entitled  after  such
 exercise  in  accordance  with  the  provisions  of  a  Registration  Rights
 Agreement dated the date hereof (the  "Registration Rights Agreement").   If
 the Holder  shall fail  to make  any such  request, such  failure shall  not
 affect the continuing obligation  of the Company to  afford such Holder  any
 such rights.

           2.4  Limitation on Exercise.   Notwithstanding the  rights of  the
 Holder to exercise  all or a  portion of this  Warrant as described  herein,
 such exercise rights shall be limited, solely to the extent set forth in the
 Purchase Agreement as if such provisions were specifically set forth herein.

      2.   Delivery of Stock  Certificates, etc., on  Exercise.   As soon  as
 practicable after the  exercise of  this Warrant,  and in  any event  within
 three (3) business days  thereafter, the Company  at its expense  (including
 the payment by it of any applicable issue, stamp or transfer taxes) will use
 its best efforts to cause to be issued in  the name of and delivered to  the
 Holder thereof,  or, to  the extent  permissible  hereunder, to  such  other
 person as such  Holder may  direct, a  certificate or  certificates for  the
 number of fully  paid and  nonassessable shares  of Common  Stock (or  Other
 Securities) to which such Holder shall  be entitled on such exercise,  plus,
 in lieu of  any fractional  share to which  such Holder  would otherwise  be
 entitled, cash  equal to  such fraction  multiplied by  the then  applicable
 Purchase Price,  together  with any  other  stock or  other  securities  and
 property (including cash, where applicable) to which such Holder is entitled
 upon such exercise pursuant to Section 2 or otherwise.

      3.   Adjustment for Extraordinary  Events.   The Purchase  Price to  be
 paid by the Holder upon exercise  of this Warrant, and the consideration  to
 be received upon exercise of this Warrant, shall be adjusted in case at  any
 time or from time to time pursuant  to Article XI of the Purchase  Agreement
 as if such provisions were specifically set forth herein.

      4.   No Impairment.    The  Company  will  not,  by  amendment  of  its
 Certificate of  Incorporation or  through  any reorganization,  transfer  of
 assets, consolidation, merger, dissolution, issue  or sale  of securities or
 any other  voluntary  action, avoid  or  seek  to avoid  the  observance  or
 performance of any of the terms  of this Warrant, but  will at all times  in
 good faith assist in the carrying out of all such terms and in the taking of
 all such action as may be necessary  or appropriate in order to protect  the
 rights of the Holder of this  Warrant against impairment.  Without  limiting
 the generality of the foregoing, the  Company (a) will not increase the  par
 value of any  shares of  stock receivable on  the exercise  of this  Warrant
 above the amount payable therefor on  such exercise, (b) will take all  such
 action as may  be necessary  or appropriate in  order that  the Company  may
 validly and legally issue fully paid and unassessable shares of stock on the
 exercise of this Warrant, and (c) will not transfer all or substantially all
 of its properties and assets to  any other person (corporate or  otherwise),
 or consolidate with or merge into any other person or permit any such person
 to consolidate with or  merge into the  Company (if the  Company is not  the
 surviving person),  unless  such  other person  shall  expressly  assume  in
 writing and will be bound by all the terms of this Warrant.

      5.   Accountant's Certificate as to Adjustments.  In each  case of  any
 adjustment  or  readjustment  in  the  shares  of  Common  Stock  (or  Other
 Securities) issuable on  the exercise of  this Warrant, the  Company at  its
 expense will  promptly cause  independent  certified public  accountants  of
 national standing  selected by  the Company  to compute  such adjustment  or
 readjustment in accordance with the terms of this Warrant, which accountants
 can be the  Company's regular auditors,  and prepare  a certificate  setting
 forth such adjustment or readjustment and  showing in detail the facts  upon
 which such adjustment or readjustment is based, including a statement of (a)
 the consideration received or receivable by  the Company for any  additional
 shares of Common  Stock (or Other  Securities) issued or  sold or deemed  to
 have been issued or sold, if appropriate in the context of such  adjustment,
 (b) the number of shares of  Common Stock (or Other Securities)  outstanding
 or deemed to be outstanding,  and (c) the Purchase  Price and the number  of
 shares of Common  Stock to  be received upon  exercise of  this Warrant,  in
 effect immediately  prior  to  such  issue  or  sale  and  as  adjusted  and
 readjusted as provided in this Warrant.   The Company will forthwith mail  a
 copy of each such certificate  to the Holder of  this Warrant, and will,  on
 the written request at any  time of the Holder  of this Warrant, furnish  to
 such Holder a like certificate setting forth the Purchase Price at the  time
 in effect and showing how it was calculated.

      6.   Notices of Record Date, etc.  In the event of

                (a)  any taking by the Company of a record of the holders  of
      any  class or securities  for the  purpose of  determining the  holders
      thereof who are entitled to receive any dividend or other distribution,
      or any right to subscribe for, purchase or otherwise acquire any shares
      of stock  of any  class or  any  other securities  or property,  or  to
      receive any other right, or

                (b)  any  capital   reorganization   of  the   Company,   any
      reclassification    or recapitalization  of  the  capital stock  of the
      Company or any transfer of all  or substantially all the assets of  the
      Company to or consolidation or merger  of the Company with  or into any
      other person, or

                (c)  any voluntary or involuntary dissolution, liquidation or
      winding-up of the Company,

 then and in each such event the Company will  mail or cause to be mailed  to
 the Holder of this  Warrant a notice  specifying (i) the  date on which  any
 such record is to be taken for the purpose of such dividend, distribution or
 right, and stating the amount and  character of such dividend,  distribution
 or  right,   and  (ii)   the  date   on  which   any  such   reorganization,
 reclassification,   recapitalization,   transfer,   consolidation,   merger,
 dissolution, liquidation or winding-up  is to take place,  and the time,  if
 any, as of which the holders of record of Common Stock (or Other Securities)
 shall be  entitled  to exchange  their  shares  of Common  Stock  (or  Other
 Securities) for then and in each such  event the Company will mail or  cause
 to be mailed to the Holder of this Warrant a notice specifying (i) the  date
 on which any such record is  to be taken for  the purpose of such  dividend,
 distribution or right, and stating the amount of character of such dividend,
 distribution or right, and (ii) the  date on which any such  reorganization,
 reclassification,   recapitalization,   transfer,   consolidation,   merger,
 dissolution, liquidation or winding-up  is to take place,  and the time,  if
 any, as of which the holders of record of Common Stock (or Other Securities)
 shall be  entitled  to exchange  their  shares  of Common  Stock  (or  Other
 Securities)  for   securities  or   other  property   deliverable  on   such
 reorganization, reclassification, recapitalization, transfer, consolidation,
 merger, dissolution, liquidation or winding-up.  Such notice shall be mailed
 at least 20 days  prior to the date  specified in such  notice on which  any
 action is to be taken.

      7.   Reservation of Stock, etc.  Issuable on Exercise of Warrant.   The
 Company will at all  times reserve and keep  available, solely for  issuance
 and delivery on the exercise of this Warrant, all shares of Common Stock (or
 Other Securities)  from  time to  time  issuable  on the  exercise  of  this
 Warrant.

      8.   Exchange of Warrant.

           (a)  On surrender for exchange of this Warrant, properly  endorsed
 and in compliance with the restrictions on transfer set forth in the  legend
 on the face of this Warrant, to the Company, the Company at its expense will
 issue and deliver to or on the order of the Holder thereof a new Warrant  of
 like tenor, in the name of such Holder or as such Holder (on payment by such
 Holder of  any  applicable  transfer  taxes)  may  direct,  calling  in  the
 aggregate on the face or  faces thereof for the  number of shares of  Common
 Stock called for on the face of the Warrant so surrendered.

           (b)  Upon written notice from  the Purchasers that the  Purchasers
 have elected to transfer amongst each  other a portion of this Warrant,  and
 on surrender for amendment and restatement  of this Warrant, the Company  at
 its expense will issue and deliver to or on the order of the Holder  thereof
 a new Warrant of like tenor,  in the name of  such Holder as the  Purchasers
 (on payment by  such Holder of  any applicable transfer  taxes) may  direct,
 calling in the  aggregate on the  face or faces  thereof for  the number  of
 shares of Common Stock as set forth in such notice reflecting such transfer.

      9.   Replacement  of  Warrant.    On  receipt  of  evidence  reasonably
 satisfactory to the Company of the loss, theft, destruction or mutilation of
 this Warrant and, in the case of any such loss, theft or destruction of this
 Warrant, on  delivery  of  an indemnity  agreement  or  security  reasonably
 satisfactory in form and amount to the Company  or, in the case of any  such
 mutilation, on surrender and  cancellation of this  Warrant, the Company  at
 its expense will execute and deliver, in lieu thereof, a new Warrant of like
 tenor.

      10.  Remedies.  The Company stipulates that the remedies at law  of the
 Holder of this Warrant in the event of any default or threatened default  by
 the Company in the  performance of or  compliance with any  of the  terms of
 this Warrant are not and will  not be adequate, and  that such terms may  be
 specifically enforced  by  a decree  for  the specific  performance  of  any
 agreement contained herein or by an injunction against a violation of any of
 the terms hereof or otherwise.

      11.  Negotiability, etc..   This Warrant is  issued upon the  following
 terms, to all  of which each  Holder or owner  hereof by  the taking  hereof
 consents and agrees:

           (a)  title to this Warrant may  be transferred by endorsement  and
 delivery in  the same  manner as  in  the case  of a  negotiable  instrument
 transferable by endorsement and delivery.

           (b)  any person in possession of this Warrant properly endorsed is
 authorized to represent himself as absolute owner hereof and is empowered to
 transfer absolute title hereto by endorsement and delivery hereof to a  bona
 fide purchaser  hereof   for value;  each prior  taker or  owner waives  and
 renounces all of his  equities or rights  in this Warrant  in favor of  such
 bona fide  purchaser,  and  each such  bona  fide  purchaser  shall  acquire
 absolute title hereto and to all rights represented hereby;

           (c)  until this  Warrant  is  transferred  on  the  books  of  the
 Company, the Company may treat the registered Holder hereof as the  absolute
 owner hereof for all purposes, notwithstanding  any notice to the  contrary;
 and
           (d)  notwithstanding the foregoing, this Warrant may not be  sold,
 transferred  or  assigned  except  pursuant  to  an  effective  registration
 statement under the Securities  Act or pursuant  to an applicable  exemption
 therefrom.

      12.  Registration Rights.    The  Company is obligated to register  the
 shares of Common Stock issuable upon exercise of this Warrant in  accordance
 with the terms of the Registration Rights Agreement.

      13.  Warrant Redemption.  Upon (i)  occurrence of the events  described
 in Sections  3.4 and  10.4(c) of  the Purchase  Agreement, and  (ii) at  the
 option of the Company at any time before the 360th day following the Closing
 Date, the Company may be required  or elect, as the  case may be, to  redeem
 (and pay any  applicable liquidated damages)  all outstanding Warrants  that
 remain unexercised at  a redemption  price equal to  the greater  of (x)  an
 appraised value of the Warrants, as determined by Black Sholes,  on the date
 they are called for redemption and (y) the number of Warrants being redeemed
 multiplied by the excess of (A) the average Closing Bid Price of the  Common
 Stock for  the five  Trading Days  immediately prior  to the  date that  the
 Warrants are  called for  redemption  over (B)  the  exercise price  of  the
 Warrants.

      14.  Notices, etc..   All  notices and  other communications  from  the
 Company to  the  Holder of  this  Warrant shall  be  mailed by  first  class
 registered or certified mail, postage prepaid,  at such address as may  have
 been furnished to the Company in writing  by such Holder or, until any  such
 Holder furnishes to the Company any address, then to, and at the address of,
 the last Holder  of this  Warrant who  has so  furnished an  address to  the
 Company.

      15.  Miscellaneous.  This Warrant and any  term hereof may be  changed,
 waived, discharged or terminated only by an instrument in writing signed  by
 the party against  which enforcement of  such change,  waiver, discharge  or
 termination is sought.   This   Warrant shall be  construed and enforced  in
 accordance with and governed by the internal laws of the State of  Delaware.
 The  headings in this  Warrant are for the  purposes of reference only,  and
 shall not limit or otherwise affect any of the terms hereof.  The invalidity
 or unenforceability  of any  provision hereof  shall in  no way  affect  the
 validity or enforceability of any other provision.

                           [Signature Page Follows]


<PAGE>


 DATED as of November 8, 2002


                               Dial-Thru International Corporation


                               By:    ____________________________
                               Name:  ____________________________
                               Title: ____________________________

 [Corporate Seal]


 Attest:

 By: _______________________
           Secretary

<PAGE>

                                  EXHIBIT A

                      FORM OF NOTICE EXERCISE - WARRANT
                      (To be executed only upon exercise
                     of the Warrant in whole or in part)

 To ____________________________________________

      The undersigned registered Holder  of the accompanying Warrant,  hereby
 exercises such Warrant  or portion  thereof for,  and purchases  thereunder,
 __________1 shares of Common Stock (as defined in such Warrant) and herewith
 makes payment therefor in the amount and  manner set forth below, as of  the
 date written below.  The undersigned requests that the certificates for such
 shares of Common Stock be issued in the name of, and delivered to, _________
 __________________________________ whose address is ________________________
 __________________________________ .

      The Exercise Price is paid as follows:

      [ ]  Bank draft payable to the Company in the amount of $_____________.
      [ ]  Wire transfer  to the  account of  the Company  in the  amount  of
           $___________.

      Upon exercise pursuant to this Notice  of Exercise, the Holder will  be
 in compliance with the Limitation on Exercise (as defined in the  Securities
 Purchase Agreement pursuant to which this Warrant was issued).

 Date: _____________________   _______________________________________
                               (Name must conform to name of Holder as
                               specified on the face of the Warrant)


                               By:    ________________________________
                               Name:  ________________________________
                               Title: ________________________________

                               Address of Holder:
                                      ________________________________
                                      ________________________________

 Date of exercise: _________________


 ___________________________________
      1 Insert the number of shares of Common Stock as to which the
 accompanying Warrant is being exercised.  In the case of a partial exercise,
 a new Warrant or Warrants will be issued and delivered, representing the
 unexercised portion of the accompanying Warrant, to the Holder surrendering
 the same.

<PAGE>

                                   ANNEX B

                           WARRANT EXERCISE LEDGER



          Original                Exercise       New
          Number of   Warrants     Price     Balance of    Issuer     Holder
  Date    Warrants    Exercised     Paid      Warrants    Initials   Initials
 -------  ---------   ---------   --------   ----------   --------   --------

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