Exhibit 4.2

                         Registration Rights Agreement



                                  dated as of



                               January 28, 2002


                                by and between



                      Dial-Thru International Corporation


                                      and


                     GCA Strategic Investment Fund Limited

<PAGE>
                                               Registration Rights Agreement


                            TABLE OF CONTENTS


 1.   Introduction...............................................2
      1.1  Securities Purchase Agreement.........................2
      1.2  Definition of Securities..............................2

 2.   Registration under Securities Act, etc.....................2
      2.1  Mandatory Registration................................2
           (a)  Registration of Registrable Securities...........2
           (b)  Registration Statement Form......................2
           (c)  Expenses.........................................2
           (d)  Effective Registration Statement.................2
           (e)  Plan of Distribution.............................2
      2.2  Incidental Registration...............................2
           (a)  Right to Include Registrable Securities..........2
           (b)  Priority in Incidental Registrations.............3
      2.3  Registration Procedures...............................3
      2.4  Underwritten Offerings................................7
           (a)  Incidental Underwritten Offerings................7
           (b)  Holdback Agreements..............................7
           (c)  Participation in Underwritten Offerings..........7
      2.5  Preparation; Reasonable Investigation.................8
      2.6  Registration Default Fee..............................8
      2.7  Indemnification.......................................8
           (a)  Indemnification by the Company...................8
           (b)  Indemnification by the Sellers...................9
           (c)  Notices of Claims, etc...........................9
           (d)  Other Indemnification...........................10
           (e)  Indemnification Payments........................10
           (f)  Contribution....................................10

 3.   Definitions...............................................11

 4.   Rule 144..................................................13

 5.   Amendments and Waivers....................................13

 6.   Nominees for Beneficial Owners............................14

 7.   Notices...................................................14

 8.   Assignment................................................14

 9.   Descriptive Headings......................................14

 10.  Governing Law.............................................15

 11.  Counterparts..............................................15

 12.  Entire Agreement..........................................15

 13.  Severability..............................................15


<PAGE>


                                  EXHIBIT B


                    FORM OF REGISTRATION RIGHTS AGREEMENT
                        REGISTRATION RIGHTS AGREEMENT

      REGISTRATION RIGHTS AGREEMENT (this  "Agreement"), dated as of  January
 28,  2002,   between  Dial-Thru   International  Corporation,   a   Delaware
 corporation (the "Company") and GCA  Strategic Investment Fund Limited  (the
 "Fund"), a Bermuda corporation.

      1.   Introduction.

           1.1  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  Five Hundred Fifty  Thousand Dollars ($550,000.00)  (U.S.)
 principal  amount  of  6%  Convertible   Debentures  of  the  Company   (the
 "Debentures")  to  the  Fund  or  its  successors,  assigns  or  transferees
 (collectively, the  "Holders").   The  Debentures  are convertible  into  an
 indeterminable number of shares (the  "Debenture Conversion Shares") of  the
 Company's common  stock, $.001  par value  per  share (the  "Common  Stock")
 pursuant to the terms of the Debentures.  In addition, pursuant to the terms
 of the  Securities  Purchase  Agreement and  the  transactions  contemplated
 thereby, the Company has agreed to issue to the Fund, Common Stock  Purchase
 Warrants exercisable for 50,000 shares of  the Company's Common Stock,  (the
 "Warrant Shares").  The  number of Debenture  Conversion Shares and  Warrant
 Shares is  subject  to  adjustment upon  the  occurrence  of  stock  splits,
 recapitalizations and similar events occurring after the date hereof.

           1.2  Definition of Securities.   The  Debenture Conversion  Shares
 and the Warrant Shares are herein referred to as the "Securities."

      2.   Registration under Securities Act, etc.

           2.1  Mandatory Registration.

                (a)  Registration  of  Registrable  Securities.  The  Company
 shall prepare and file  within fifteen (15) days  following the date  hereof
 (the "Filing Date") a registration statement (the "Registration  Statement")
 covering the resale of  the Registrable Securities.   The Company shall  use
 its best  efforts  to  cause  the  Registration  Statement  to  be  declared
 effective by the Commission on the earlier of (i) 60 days following the date
 hereof with  respect  to the  Registration  Statement, (ii)  ten  (10)  days
 following the receipt of a "No Review" or similar letter from the Commission
 or (iii)  the first  day following  the day  the Commission  determines  the
 Registration Statement  eligible to  be  declared effective  (the  "Required
 Effectiveness Date"); provided,  however, in the  event the  Company is  not
 eligible to use Form S-3 for the Registration Statement, the Filing Date and
 the Required Effectiveness Date shall each  be extended by 30 calendar  days
 from  the  date  on  which  the  Commission  notifies  the  Company  of  its
 ineligibility to use Form S-3 and  the Required Effectiveness Date shall  be
 extended for 60 calendar days from the date on which the Commission notifies
 the Company of its ineligibility to use Form S-3.  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
 conversion of  the Debentures,  or exercise  of  the Common  Stock  Purchase
 Warrants 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.

                (b)  Registration Statement Form.   Registrations under  this
 Section 2.1 shall be on Form S-3 or such other 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
 disposition shall not  include an underwritten  offering of the  Registrable
 Securities.

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

                (d)  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  within  the  time  period  specified  herein,  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 twenty (20) days.

                (e)  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.

                (a)  Right to Include Registrable Securities.  If at 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),  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 and the intended method
 of disposition thereof),  the Company  will, subject  to the  terms of  this
 Agreement, use  its  commercially  reasonable best  efforts  to  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.

                (b)  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 (ii) 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, or  amendments thereto,  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
 commercially reasonable 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  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 commercially reasonable best 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 commercially  reasonable 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) furnish to  each  seller  of  Registrable  Securities  a
 signed counterpart, addressed to such seller, and the underwriters, if  any,
 of:

                     (A)  an opinion of  counsel for the  Company, dated  the
 effective date  of such  registration statement  (or, if  such  registration
 includes an underwritten public offering, an  opinion dated the date of  the
 closing under the  underwriting agreement),reasonably  satisfactory in  form
 and substance  to  such  seller)  including  that  the  prospectus  and  any
 prospectus supplement forming a part of the Registration Statement does  not
 contain an untrue  statement of  a material fact  or omits  a material  fact
 required to be stated therein or  necessary in order to make the  statements
 therein, in  light of  the circumstances  under which  they were  made,  not
 misleading, and

                     (B)  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
 (and, if  such  registration includes  an  underwritten public  offering,  a
 letter of like  kind dated the  date of the  closing under the  underwriting
 agreement), 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  opinions of  issuer's
 counsel and  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,  and, in the case of  the
 legal  opinion,  such  other   legal  matters,  as   such  seller  (or   the
 underwriters, if any) 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  commercially reasonable 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  commercially  reasonable 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.

      Each 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,  such  Fund  will  forthwith  discontinue  such   Fund's
 disposition of Registrable Securities pursuant to the Registration Statement
 relating to such  Registrable Securities until  such 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  such Fund's possession of  the prospectus relating  to
 such Registrable Securities current at the time of receipt of such notice.

           2.4  Underwritten Offerings.

                (a)  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(a),  use  its commercially  reasonable  best
 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.

                (b)  Holdback Agreements.  Subject  to such other  reasonable
 requirements as  may  be  imposed  by the  underwriter  as  a  condition  of
 inclusion  of  the  Fund's   Registrable  Securities  in  the   registration
 statement, the 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.

                (c)  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'  and  such  underwriters' respective  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  with the  Commission by  the
 Filing Date, (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 fees specified in Section
 10.4 of the Securities Purchase Agreement.

           2.7  Indemnification.

                (a)  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.

                (b)  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, that 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 (a)  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.

                (c)  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.

                (d)  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 Section  2.7(b)) 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.

                (e)  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.

                (f)  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 (a) of this Section  2.7, and in no event shall  the
 obligation of any  indemnifying party to  contribute under this  subdivision
 (f) exceed the amount that such indemnifying party would have been obligated
 to pay by way of indemnification  if the indemnification provided for  under
 subdivisions  (b)  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
 (f) 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 (c) 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  (f), 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 alleged 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.

           "Conversion Shares":  As defined in Section 1.

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

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

           "OTC Bulletin Board":  As defined in Section 1.

           "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
 OTC Bulletin Board or  other NASD or stock  exchange 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,  LLC or  such
 Person designated  by  Global  Capital  Advisors, LLC  as  of  the  time  of
 disposition of the last  of the Debentures held  by the Fund (or  subsequent
 Sellers' Representative).

           "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   a  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 or 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 mail  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.   This Agreement embodies  the entire  agreement
 and understanding between the Company and  each other party hereto  relating
 to the  subject  matter  hereof and  supercedes  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.


                            Signature Page Follows

<PAGE>

      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: 700 South Flower
                                        Suite 2950
                                        Los Angeles, CA 90017

                                        Fax:  _______________________
                                        Tel.: _______________________

                            GCA STRATEGIC INVESTMENT FUND LIMITED


                            By: _____________________________________
                            Name:     Lewis N. Lester
                            Title:    Director

                            Address:  c\o Prime Management
                                      Mechanics Building
                                      12 Church Street
                                      Hamilton, Bermuda HM11

                                      Fax:  441-295-3926
                                      Tel.: 441-295-0329