EXHIBIT 4.5



                           PLACEMENT AGENT WARRANT

 THIS COMMON  STOCK  PURCHASE  WARRANT HAS  NOT  BEEN  REGISTERED  UNDER  THE
 SECURITIES ACT  OF 1933,  AS AMENDED  (THE "SECURITIES  ACT").   THE  HOLDER
 HEREOF, BY PURCHASING  THIS COMMON STOCK  PURCHASE WARRANT,  AGREES FOR  THE
 BENEFIT OF  THE  COMPANY  THAT  SUCH SECURITIES  MAY  BE  OFFERED,  SOLD  OR
 OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY, (B) PURSUANT TO AN  EXEMPTION
 FROM REGISTRATION UNDER THE SECURITIES ACT,  OR (C) IF REGISTERED UNDER  THE
 SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

                   _______________________________________

                     DIAL-THRU INTERNATIONAL CORPORATION

                        COMMON STOCK PURCHASE WARRANT


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                                         No. 1
 Number of shares:   25,000              Holder:  D.P. Securities, Inc.
                                                  3655 Nobel Drive
 Expiration Date:   April 6, 2006                 San Diego, CA 92122

 Purchase Price Per Share:  $____

 For identification only.  The governing terms of this Warrant are set forth
                           below.
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 Dial-Thru International Corporation, a Delaware corporation (the "Company"),
 hereby certifies that, for value received, D.P. Securities, Inc. or  assigns
 ("Holder"), is entitled, subject to the  terms set forth below, to  purchase
 from the Company at any time or from time to time after the date hereof  and
 prior to  the  fifth anniversary  hereof  (the "Exercise  Period"),  at  the
 Purchase Price hereinafter set forth,  Twenty Five Thousand (25,000)  shares
 of the fully paid and nonassessable  shares of common stock of the  Company,
 $.001 par value per share (the "Common Stock").  The number and character of
 such shares of Common Stock and the Purchase Price are subject to adjustment
 as provided herein.

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

      1.   Certain  Defined  Terms.    Capitalized  terms  used  herein   not
 otherwise defined shall have the meanings  ascribed thereto in that  certain
 Securities Purchase Agreement of even date herewith between the Company  and
 GCA Strategic Investment fund Limited (the  "Purchase Agreement").  As  used
 herein the following terms, unless the context otherwise requires, have  the
 following respective meanings:

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

           (b)  The term  "Common Stock"  includes (a)  the Company's  common
      stock, $.001 par value  per share, (b) any  other capital stock of  any
      class or classes (however designated) of the Company, authorized on  or
      after such date,  the holders of  which shall have  the right,  without
      limitation as to amount, either to all or to a share of the balance  of
      current dividends  and  liquidating  dividends  after  the  payment  of
      dividends and distributions on any  shares entitled to preference,  and
      the holders of which shall ordinarily, in the absence of contingencies,
      be entitled to vote for the election of a majority of directors of  the
      Company (even though  the right so  to vote has  been suspended by  the
      happening of  such a  contingency) and  (c) any  other securities  into
      which or for which any of the securities described in (a) or (b) may be
      converted  or  exchanged  pursuant  to  a  plan  of   recapitalization,
      reorganization, merger, sale of assets or otherwise.

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

      1.   Exercise of Warrant.

           2.1  Method of Exercise.

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

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

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

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

           2.4  Limitation on Exercise.   Notwithstanding the  rights of  the
 Holder to exercise  all or a  portion of this  Warrant as described  herein,
 such exercise rights shall be limited, solely to the extent set forth in the
 Purchase Agreement as if such provisions were specifically set forth herein.
  In addition, the number of shares of Common Stock issuable upon exercise of
 this Warrant is  subject to reduction  as specified in  Section 10.3 of  the
 Purchase Agreement.

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

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

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

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

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

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

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

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

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

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

      8.   Exchange of Warrant.

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

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

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

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

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

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

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

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

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

      13.  Warrant Redemption.   Upon occurrence of  the events described  in
 Sections 3.4  (i)  and (iv)  and  10.4(c)  of the  Purchase  Agreement,  the
 Company, at the  request of Holder,  shall redeem  all outstanding  Warrants
 that remain unexercised at a redemption price equal to the greater of (x) an
 appraised value of the Warrants, as determined by Black Sholes,  on the date
 they are called for redemption and (y) the number of Warrants being redeemed
 multiplied by the excess of (A) the average Closing Bid Price of the  Common
 Stock for  the five  Trading Days  immediately prior  to the  date that  the
 Warrants are  called for  redemption  over (B)  the  exercise price  of  the
 Warrants.

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

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

                           [Signature Page Follows]
<PAGE>


      DATED as of April ___, 2001.


                               DIAL-THRU INTERNATIONAL CORPORATION


                               By: _______________________________
                               Name:  John Jenkins
                               Title:  President

 [Corporate Seal]


 Attest:

 By: ______________________
           Secretary

<PAGE>

                                  EXHIBIT A

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

 To ____________________________________________

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


      The Exercise Price is paid as follows:

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

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

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


                               By: __________________________________________
                                   Name: ____________________________________
                                   Title:____________________________________

                               Address of Holder: ___________________________
                               ______________________________________________
                               ______________________________________________


  Date of exercise: _________________________________________________________


 __________________

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

<PAGE>

                                   ANNEX B

                           WARRANT EXERCISE LEDGER

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