EXHIBIT 4.2

                         Registration Rights Agreement

                                  dated as of

                                 April 6, 2001

                                by and between

                      Dial-Thru International Corporation

                                      and

                      Global Capital Funding Group, L.P.

<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 April 11,
 2001, between  Dial-Thru  International Corporation,  a Delaware corporation
 (the  "Company") and  Global Capital  Funding Group,  L.P.  (the "Fund"),  a
 Delaware limited partnership.

      1         Introduction.

           1.1       Securities Purchase Agreement.  The Company and the Fund
                has today executed that certain Securities Purchase Agreement
                (the "Securities Purchase Agreement"), pursuant to which  the
                Company has agreed, among other things, to issue One  Million
                Dollars  ($1,000,000.00)  (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 100,000  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.

                2.1.1          Registration of  Registrable  Securities.  The
                     Company shall prepare  and file within  sixty (60)  days
                     following the date hereof 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) 180 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").  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.

                2.1.2          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.

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

                2.1.4          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.

                2.1.5          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.

                2.2.1          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.

                2.2.2          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:

 2.3.0.1        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;

 2.3.0.2        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");

 2.3.0.3        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;

 2.3.0.4        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;

 2.3.0.5        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;

 2.3.0.6        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;

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

 2.3.0.7.1      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;

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

 2.3.0.7.3      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

 2.3.0.7.4      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;

 2.3.0.8        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;

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

 2.3.0.10       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;

 2.3.0.11       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

 2.3.0.12       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.

                2.4.1          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.

                2.4.2          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.

                2.4.3          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.

                2.7.1          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.

                2.7.2          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.

                2.7.3          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.

                2.7.4          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.

                2.7.5          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.

                2.7.6          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  Ltd. or  such
 Person designated  by  Global  Capital  Advisors Ltd.  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.:

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

                            By:

                            Name:     Lewis N. Lester
                            Title:    President

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

                                      Fax:  678-947-6499
                                      Tel.: 678-947-0028