Exhibit 4.3


                                   EXHIBIT A



                         FORM OF CONVERTIBLE DEBENTURE


 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

                         6% CONVERTIBLE DEBENTURE
                                   of


      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  ($550,000)  or,  if  less,  the  principal  amount  of  this
 Debenture 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 Debenture, quarterly in arrears, on  (i)
 the last day of March, June, September  and December of each year until  the
 Maturity Date, commencing March 31, 2002 (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,  (iii)  each Conversion  Date,  as
 hereafter defined, and (iv) the date the principal amount of the Convertible
 Debentures 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 Convertible  Debenture,
 or if no interest has been paid on this Convertible Debenture, from the date
 of this Convertible  Debenture until payment  in full of  the principal  sum
 hereof has been made.  The Maturity Date is January 28, 2003.

      The interest rate shall  be six percent (6%)  per annum (the  "Interest
 Rate") or, if less, the maximum rate permitted by applicable law.  Past  due
 amounts (including  interest, to  the extent  permitted  by law)  will  also
 accrue interest at  the Interest Rate  plus 7% per  annum or,  if less,  the
 maximum rate permitted  by applicable  law, and  will be  payable on  demand
 ("Default Interest").    Interest  on this  Convertible  Debenture  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).
 At the option of the Company, interest may be  paid in cash or in shares  of
 Common Stock.  If the Company determines to pay interest in shares of Common
 Stock, it shall be  required to notify  the Holder of  such election on  the
 Closing Date.  On each Conversion Date, interest shall be paid in shares  of
 Common Stock on  the portion  of the  principal balance  of the  Convertible
 Debenture then being converted.  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 Conversion Price then  in
 effect.

      This Convertible Debenture (this "Convertible  Debenture") is one of  a
 duly  authorized  issuance  of   $550,000  aggregate  principal  amount   of
 Convertible Debentures 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
 Convertible Debenture, 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.   All such provisions  are an  integral
 part of this Convertible Debenture and are incorporated herein by reference.
  This Convertible Debenture is  transferable and assignable  to one or  more
 Persons, in accordance with the limitations set forth in the Agreement.

      This Convertible  Debenture is  secured by  a Security  Agreement  (the
 "Security Agreement") of even date herewith  made by the Company and  Holder
 creating a  security interest  in favor  of  the Holder  in certain  of  the
 Company's assets described in the Security Agreement.

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

      4.   Conversion.

      4.1  Conversion of  Convertible  Debenture.     Subject  to  Section  5
      hereof, the Holder  shall have the  right, at its  option, at any  time
      from and  after the  date of  issuance of  this Convertible  Debenture,
      convert the  principal amount  of this  Convertible Debenture,  or  any
      portion of such principal  amount, into that number  of fully paid  and
      nonassessable shares  of Common  Stock (as  such shares  shall then  be
      constituted) determined pursuant to  this Section 4.1.   The number  of
      shares of  Common Stock  to  be issued  upon  each conversion  of  this
      Convertible Debenture shall  be determined by  dividing the  Conversion
      Amount (as defined below) by the Conversion Price in effect on the date
      (the "Conversion  Date") a  Notice of  Conversion is  delivered to  the
      Company, as applicable, by the Holder by facsimile or other  reasonable
      means of communication dispatched prior to 5:00 p.m., E.S.T.  The  term
      "Conversion Amount"  means,  with respect  to  any conversion  of  this
      Convertible Debenture,  the sum  of (1)  the principal  amount of  this
      Convertible Debenture  to  be converted  in  such conversion  plus  (2)
      accrued and unpaid interest,  if any, on such  principal amount at  the
      interest rates provided in this Convertible Debenture to the Conversion
      Date plus (3) Default Interest, if any, on the interest referred to  in
      the immediately preceding clause (2) plus  (4) at the Holder's  option,
      any amounts owed to the Holder pursuant to Section 4.3 hereof,  Section
      10.1 of the Agreement or Section 10.4 of the Agreement.

      4.2  Conversion Price and Limitation.  At the option of the Holder, any
      portion or all of the outstanding principal amount of this  Convertible
      Debenture shall be converted into a number of shares of Common Stock at
      the conversion price (the  "Conversion Price") equal  to the lesser  of
      (i)100% of  the volume  weighted average  sales  price as  reported  by
      Bloomberg L.P. of the Common Stock on the last Trading Day  immediately
      preceding the Closing Date (the "Fixed Conversion Price") and (ii)  85%
      of the average of  the three (3) lowest  volume weighted average  sales
      prices as reported  by Bloomberg L.P.  during the  twenty (20)  Trading
      Days immediately preceding but  not including the  date of the  related
      Notice of Conversion (the "Formula Conversion Price").

      4.3  Authorized Shares.
           (a)  Consistent with Section  7.11 of the  Agreement, the  Company
      (i)  shall promptly irrevocably  instruct the Company's transfer  agent
      to issue certificates for the Common Stock issuable upon conversion  of
      this Convertible Debenture and  (ii) agrees that  its issuance of  this
      Convertible Debenture shall constitute  full authority to its  officers
      and  agents  who  are  charged  with   the  duty  of  executing   stock
      certificates to execute and issue the necessary certificates for shares
      of Common Stock  in accordance with  the terms and  conditions of  this
      Convertible Debenture.

           (b)  If at any time a Holder of this Convertible Debenture submits
      a Notice  of  Conversion  (x) the  Company  does  not  have  sufficient
      authorized but unissued shares of Common Stock available to effect such
      conversion in full in accordance with the provisions of this Article  4
      or (y) the  Company is prohibited  by the applicable  rules of the  OTC
      Bulletin Board or the  National Market on which  the Common Shares  are
      listed and traded  at that time  to effect such  conversion in full  as
      provided in subsection (d) below, without stockholder approval (each, a
      "Conversion Default"), the Company shall issue to the Holder all of the
      shares of  Common  Stock  which  are  then  available  to  effect  such
      conversion.  The portion of this Convertible Debenture which the Holder
      included in its Conversion Notice and which exceeds the amount which is
      then convertible into  available shares  of Common  Stock (the  "Excess
      Amount") shall,  notwithstanding  anything to  the  contrary  contained
      herein, not be  convertible into Common  Stock in  accordance with  the
      terms hereof until (and at the  Holder's option at any time after)  the
      date additional shares of Common Stock  are authorized by the  Company,
      or its stockholders, as applicable, at which time the Conversion  Price
      in respect thereof shall  be the lower of  (i) the Conversion Price  on
      the Conversion Default Date (as defined below) and (ii) the  Conversion
      Price on  the  Conversion Date  thereafter  elected by  the  Holder  in
      respect thereof.  The Company shall pay to the Holder payments pursuant
      to Section  10.1(b) of  the Agreement  ("Conversion Default  Payments")
      until the Conversion Default is cured.  The Company shall use its  best
      efforts to authorize, or cause its stockholders to authorize within  90
      days of  the  occurrence of  a  Conversion Default,  as  applicable,  a
      sufficient number  of shares  of Common  Stock as  soon as  practicable
      following the earlier  of (i) such  time that the  Holder notifies  the
      Company or that the Company otherwise  becomes aware that there are  or
      likely will be insufficient shares to allow full conversion thereof and
      (ii) a Conversion Default.  The Company shall send notice to the Holder
      of  the  authorization  of  additional  shares  of  Common  Stock,  the
      Authorization Date  and  the  amount  of  Holder's  accrued  Conversion
      Default Payments.   The accrued  Conversion Default  Payments for  each
      calendar month  shall be  paid in  cash or  shall be  convertible  into
      Common Stock (at such time as there are sufficient authorized shares of
      Common Stock) at the Market Price, at the Holder's option, as follows:

                (i)  In the event the Holder elects  to take such payment  in
           cash, cash payment shall be made  to Holder by the fifth  Business
           Day of the month following the month in which it has accrued; and

                (ii) In the event the Holder elects  to take such payment  in
           Common Stock,  the Holder  may convert  such payment  amount  into
           Common Stock at the Conversion Price (as in effect at the time  of
           conversion) at any time after the fifth Business Day of the  month
           following the month in which it has accrued (at such time as there
           are sufficient authorized  shares of Common  Stock) in  accordance
           with the terms of this Article 4.

           (c)  The Holder's election pursuant to  this Section 4.3 shall  be
      made in writing to the Company at any time prior to 5:00 p.m.,  E.S.T.,
      on the third  Business Day of  the month following  the month in  which
      Conversion Default payments have accrued.  If no election is made,  the
      Holder shall be deemed to have elected to receive cash.  Nothing herein
      shall limit the Holders right to  pursue actual damages (to the  extent
      in excess  of the  Conversion Default  Payments) due  to the  Company's
      failure to maintain a sufficient number of authorized shares of  Common
      Stock.

           (d)  In no event  shall the Company  issue more  than the  Maximum
      Number of Shares upon conversion of this Convertible Debenture,  unless
      the Company shall  have obtained approval  by the  stockholders of  the
      Company ("Stockholder Approval") or a waiver of such requirement by the
      OTC Bulletin Board or  the National Market on  which the Common  Shares
      are listed and traded at that time.  Once the Maximum Number of  Shares
      has been issued (the  date of which is  hereinafter referred to as  the
      "Maximum Conversion  Date"), unless  the  Company shall  have  obtained
      Stockholder Approval  or  a  waiver of  such  requirement  by  the  OTC
      Bulletin Board or the  National Market on which  the Common Shares  are
      listed and traded at that time within 90 days of the Maximum Conversion
      Date, the Company shall pay  to the Holder upon  the earlier of (x)  90
      days following the Maximum Conversion Date,  and (y) such date that  it
      becomes reasonably  apparent  that  Stockholder Approval  will  not  be
      obtained within such 90 day period, the Redemption Price.  The  Maximum
      Number of Shares shall be subject  to adjustment from time to time  for
      stock splits,  stock dividends,  combinations, capital  reorganizations
      and similar events  relating to the  Common Stock  occurring after  the
      date hereof  as contemplated  by Article  XI of  the Agreement.    With
      respect to each Holder of Convertible Debentures, the Maximum Number of
      Shares shall refer to such Holder's  pro rata share thereof based  upon
      the aggregate  principal balance  of  the Convertible  Debentures  then
      outstanding.   In  the  event  that  the  Company  obtains  Stockholder
      Approval, approval of the OTC Bulletin Board or the National Market  on
      which the  Common  Shares  are  listed and  traded  at  that  time,  or
      otherwise is able to increase the  number of shares to be issued  above
      the Maximum  Number of  Shares (such  increased number  being the  "New
      Maximum Number of Shares"), the references to Maximum Number of  Shares
      above shall be  deemed to be,  instead, references to  the New  Maximum
      Number of Shares.

      4.4  Method of Conversion.

           (a)  Notwithstanding anything to  the contrary  set forth  herein,
      upon conversion of  this Convertible Debenture  in accordance with  the
      terms hereof, the Holder shall not be required to physically  surrender
      this Convertible  Debenture to  the Company  unless the  entire  unpaid
      principal amount  of  this  Convertible Debenture  is  so  converted.
      Rather, records showing  the principal amount  converted (or  otherwise
      repaid)  and  the  date  of  such  conversion  or  repayment  shall  be
      maintained on a ledger  substantially in the form  of Annex A  attached
      hereto (a copy of which shall  be delivered to the Company or  transfer
      agent with each Notice of Conversion).  It is specifically contemplated
      that  the  Holder  hereof  shall  act  as  the  calculation  agent  for
      conversions  and  repayments.    In  the   event  of  any  dispute   or
      discrepancies,  such  records  maintained   by  the  Holder  shall   be
      controlling and  determinative  in the  absence  of manifest  error  or
      failure  of  Holder  to  record  the  principal  amount  converted  (or
      otherwise repaid) from time to time, in which events the record of  the
      Company shall be  controlling and determinative.   The  Holder and  any
      assignee, by acceptance of this Convertible Debenture, acknowledge  and
      agree that, by reason of the provisions of this paragraph, following  a
      conversion of a  portion of this  Convertible Debenture, the  principal
      amount represented by  this Convertible  Debenture will  be the  amount
      indicated on Annex A attached hereto (which may be less than the amount
      stated on the face hereof).

           (b)  The Company shall not be required to pay any tax which may be
      payable in  respect  of  any transfer  involved  in  the  issuance  and
      delivery of shares of Common Stock  or other securities or property  on
      conversion of this Convertible Debenture in  a name other than that  of
      the Holder (or in street name),  and the Company shall not be  required
      to issue or  deliver any such  shares or other  securities or  property
      unless and until the  person or persons (other  than the Holder or  the
      custodian in  whose street  name such  shares are  to be  held for  the
      Holder's account) requesting  the issuance thereof  shall have paid  to
      the Company the amount of any such tax or shall have established to the
      satisfaction of the Company that such tax has been paid.

           (c)  Subject to Section 5 hereof, upon receipt by the Company of a
      Notice of Conversion, the  Holder shall be deemed  to be the holder  of
      record  of  the  Common  Stock  issuable  upon  such  conversion,   the
      outstanding principal  amount  and the  amount  of accrued  and  unpaid
      interest on  this  Convertible Debenture  shall  be deemed  reduced  to
      reflect such  conversion,  and,  unless the  Company  defaults  on  its
      obligations under  this  Article 4,  all  rights with  respect  to  the
      portion  of  this  Convertible  Debenture  being  so  converted   shall
      forthwith terminate except  the right to  receive the  Common Stock  or
      other securities, cash  or other assets,  as herein  provided, on  such
      conversion.  Subject  to Section  5 hereof,  if the  Holder shall  have
      given  a  Notice  of  Conversion  as  provided  herein,  the  Company's
      obligation to issue and deliver the  certificates for shares of  Common
      Stock shall be absolute and unconditional, irrespective of the  absence
      of any action by the Holder to enforce the same, any waiver or  consent
      with respect to any  provisions thereof, the  recovery of any  judgment
      against any person or any action by the Holder to enforce the same, any
      failure or delay  in the  enforcement of  any other  obligation of  the
      Company  to  the  Holder  of  record,  or  any  setoff,   counterclaim,
      recoupment, limitation or termination, or any breach or alleged  breach
      by the Holder of any obligation to the Company, and subject to  Section
      4.4(a) irrespective  of any  other circumstance  which might  otherwise
      limit such obligation of the Company  to the Holder in connection  with
      such conversion.  The date of receipt (including receipt via  telecopy)
      of such Notice of Conversion shall be the Conversion Date so long as it
      is received before 5:00 p.m., E.S.T., on such date.

           (d)  Notwithstanding the foregoing, if  a Holder has not  received
      certificates for all shares of Common Stock prior to the expiration  of
      the Deadline  with respect  to  a conversion  of  any portion  of  this
      Convertible Debenture for any reason, then (unless the Holder otherwise
      elects to retain its status as a holder of Common Stock by so notifying
      the Company), the Holder  shall regain the rights  of a Holder of  this
      Convertible Debenture with respect to such unconverted portions of this
      Convertible Debenture and  the Company shall,  as soon as  practicable,
      return such unconverted Convertible Debenture to the holder or, if  the
      Convertible Debenture has not been  surrendered, adjust its records  to
      reflect that  such  portion  of this  Convertible  Debenture  not  been
      converted.  In all cases, the Holder shall retain all of its rights and
      remedies (including,  without  limitation,  (i) the  right  to  receive
      Conversion Default Payments  to the  extent required  thereby for  such
      Conversion Default and any subsequent  Conversion Default and (ii)  the
      right  to  have  the  Conversion  Price  with  respect  to   subsequent
      conversions determined in accordance with Section 4.3 for the Company's
      failure to convert this Convertible Debenture.

           (e)  In lieu of delivering physical certificates representing  the
      Common Stock issuable upon conversion, provided the Company's  transfer
      agent is participating  in the  Depository Trust  Company ("DTC")  Fast
      Automated Securities Transfer program, upon  request of the Holder  and
      its compliance with the provisions contained in Section 4.1 and in this
      Section 4.4,  the Company  shall  use its  best  efforts to  cause  its
      transfer agent  to electronically  transmit the  Common Stock  issuable
      upon conversion  to the  Holder by  crediting the  account of  Holder's
      Prime Broker with DTC through  its Deposit Withdrawal Agent  Commission
      System.

      5.   Redemption.

      5.1  Required Redemption.    In accordance with  the provisions of  the
      Purchase Agreement  and this  Convertible  Debenture, the  Company  may
      elect or be required under certain circumstances, to redeem in whole or
      in part,  the remaining  unpaid principal  amount of  this  Convertible
      Debenture, for  cash at  a redemption  price (the  "Redemption  Price")
      equal to  (x) the  number of  shares of  Common Stock  into which  this
      Convertible Debenture  is  then  convertible,  times  (y)  the  average
      Closing Bid Price  of Common  Stock for the  five (5)  Trading Days  as
      reported by Bloomberg  L.P. immediately  preceding the  date that  this
      Convertible Debenture is called for redemption, plus accrued and unpaid
      interest.

      5.2  Mechanics of  Redemption.   The  Company  shall effect  each  such
      redemption within 10 business days of giving notice of its election  to
      redeem by facsimile with a copy by either overnight or 2-day courier to
      the Holder of this Convertible Debenture to be redeemed at the  address
      and facsimile number of such Holder appearing in the Company's register
      for the Convertible Debentures.  Such redemption notice shall  indicate
      whether the Company  will redeem  all or part  of such  portion of  the
      Convertible Debenture  to be  redeemed  and the  applicable  Redemption
      Price.   The  Company shall  not  be entitled  to  send any  notice  of
      redemption and begin  the redemption procedure  unless it  has (i)  the
      full amount of the Redemption Price, in cash, available in a demand  or
      other immediately  available account  in a  bank or  similar  financial
      institution or  (ii) immediately  available credit  facilities, in  the
      full amount of the Redemption Price,  with a bank or similar  financial
      institution on the date the redemption notice is sent to the Holders of
      this Convertible  Debenture.    Provided,  however,  the  Company  will
      process any Notice of  Conversion received prior to  the issuance of  a
      notice of  redemption; and  further provided  that, after  a notice  of
      redemption has been issued, the Holder may issue a Notice of Conversion
      which will  not  be  honored  unless the  Company  fails  to  make  the
      redemption payment when due.  In the event of such failure, the  Notice
      of Conversion  will  be  honored  as  of the  date  of  the  Notice  of
      Conversion.  Additionally, if the Company  fails to make full  payments
      of the Redemption Price of this Convertible Debenture being redeemed by
      the tenth  day following  the notice  or redemption,  then the  Company
      waives its  right  to redeem  any  of the  remaining  then  outstanding
      Debentures, unless approved by the Holder.

      5.3  Payment of Redemption Price.  The  Redemption Price shall be  paid
      to the Holder of this Convertible Debenture within 10 business days  of
      the delivery of the notice of such redemption to such Holder.

      6.   Holder's Right to Advance Notice of Election Redeem.

      6.1  Holder's Right to Elect  to Receive Notice  of Cash Redemption  by
      Company.  The Holder of this Convertible Debenture shall have the right
      to require  Company  to  provide advance  notice  stating  whether  the
      Company will elect to redeem all  or part of the redeemable portion  in
      cash, pursuant to the Company's redemption rights discussed in  Section
      5.1 above.

      6.2  Mechanics of Holder's Election Notice.   Holder shall give  notice
      to the Company by facsimile (the "Election Notice"), requiring that the
      Company  disclose  whether  the  Company  would  elect  to  redeem  the
      redeemable portion of this Convertible Debenture (in whole or in  part)
      if the Holder  were to  provide a Notice  of Conversion  and sought  to
      convert the  Convertible  Debenture  in such  principal  amount  as  is
      specified in the Notice of Election.

      6.3  Company's  Response.    Company   must  respond,  disclosing   its
      election, within two (2) business days of receipt of Holder's  Election
      Notice via facsimile.  If Company does not respond to Holder within two
      (2) business days  (by 12:00 noon,  if required  above) via  facsimile,
      Company shall  be  deemed  to have  forfeited  its  right  to  exercise
      redemption pursuant to Section 5(a) upon its receipt of (but only  with
      respect to) that Notice of Conversion.

      7.   Miscellaneous.  This Convertible Debenture 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 Convertible  Debenture, 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  Court for Delaware  and of  any
 state court  sitting  in Delaware  for  purposes of  all  legal  proceedings
 arising out  of or  relating to  this Convertible  Debenture.   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 Convertible Debenture.

      The  Holder  of  this  Convertible  Debenture  by  acceptance  of  this
 Convertible  Debenture  agrees  to  be  bound  by  the  provisions  of  this
 Convertible Debenture which are expressly binding on such Holder.


                             Signature Page Follows

<PAGE>

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

      Dated: January 28, 2002



                               Dial-Thru International Corporation


                               By:_________________________________
                               Name:_______________________________
                               Title:______________________________


                                                        Convertible Debenture

<PAGE>


                                  ANNEX A

                      CONVERSION AND REPAYMENT LEDGER



                  Interest    Principal
 Date  Principal  Converted   Converted or   New Principal  Issuer    Holder
        Balance    or Paid       Paid          Balance     Initials  Initials
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<PAGE>

 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: ______________________________________________________

                       ______________________________________________________

                       ______________________________________________________


<PAGE>


                          NOTICE OF CONVERSION

                (To be Executed by the Registered Holder
             in order to Convert the Convertible Debenture)



           The undersigned hereby irrevocably elects to convert $________  of
 the principal balance  of the Convertible  Debenture into  shares of  Common
 Stock,  ____  par  value  per  share  (the  "Common  Stock"),  of  Dial-Thru
 International  Corporation  (the  "Company")  according  to  the  conditions
 hereof, as of the date written below.  No fee will be charged to the  Holder
 for any conversion, except for transfer taxes, if any.  The undersigned,  as
 contemplated by Section 5.1 of the Securities Purchase Agreement pursuant to
 which  the  Convertible  Debenture  was  issued,  hereby  states  that   the
 representations and warranties of the undersigned set forth therein are true
 and correct in all  material respects as of  the date hereof (provided,  the
 undersigned makes no representations  concerning its investment intent  with
 respect to the Common Stock received upon this conversion).

 Conversion calculations:


                          ___________________________________________________
                          Date of Conversion

                          ___________________________________________________
                          Applicable Conversion Price

                          ___________________________________________________
                          Number of Shares

                          ___________________________________________________
                          Name/Signature


                          Address:

                          ___________________________________________________

                          ___________________________________________________