Exhibit No. 4.2


 THE SECURITIES  REPRESENTED BY  THIS CERTIFICATE  HAVE NOT  BEEN  REGISTERED
 UNDER THE SECURITIES ACT OF 1933, AS AMENDED (the "ACT"), OR THE  SECURITIES
 LAWS OF ANY STATE,  AND MAY NOT BE  SOLD, TRANSFERRED, PLEDGED OR  OTHERWISE
 ENCUMBERED  OR  DISPOSED  OF  UNLESS   REGISTERED,  OR  AN  EXEMPTION   FROM
 REGISTRATION IS AVAILABLE, UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES
 LAWS.

                     DIAL-THRU INTERNATIONAL CORPORATION

                        COMMON STOCK PURCHASE WARRANT


 Number of Common Shares:   30,000
                                             Holder Larry Vierra
 Purchase Price:  $0.16

 Expiration Date: 7/21/2010


      Dial-Thru  International  Corporation,  a  Delaware  corporation   (the
 "Company"), hereby certifies that,  for  value received,  Larry Vierra  (the
 "Holder"), is entitled, subject  to the terms set  forth below, to  purchase
 from the Company at  any time or from  time to time prior  to  July 21, 2010
 (the "Exercise Period"), at the Purchase Price hereinafter set forth, thirty
 thousand (30,000) fully paid  and nonassessable shares  of Common Stock  (as
 hereinafter defined) of the Company. The number and character of such shares
 of Common Stock and the Purchase Price are subject to adjustment as provided
 herein.  This Warrant has been issued in connection with the granting by the
 Holder to the Company of an extension for the repayment of that certain  10%
 Convertible Note dated as  of October 25, 2001 made by the Company in  favor
 of the Holder.

      The purchase price per share of Common Stock issuable upon exercise  of
 this Warrant  (the "Purchase  Price") shall  initially be  $0.16;  provided,
 however, that the  Purchase Price  shall be adjusted  from time  to time  as
 provided herein.

      As used  herein  the  following terms,  unless  the  context  otherwise
 requires, have the following respective meanings:

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

           (b) The  term "Common  Stock" means  the Company's  common  stock,
 $.001 par value per share.

           (c) The term  "Warrant Shares"  means as  of any  date during  the
 Exercise Period, that  number of  shares of Common  Stock set  forth at  the
 beginning of this Warrant less the number of shares previously purchased  by
 the holder pursuant to the terms of this Warrant.

   1.  Representations and  Warranties of the  Company  of the  Company.  The
 Company hereby  represents and  warrants to  the Holder  that the  following
 statements are true and correct as of the date of this Warrant.

      1.1 Organization,  Good Standing and  Qualification.  The  Company is a
   corporation  duly incorporated,  validly  existing and  in  good  standing
   under the laws  of the State of Delaware  and has all requisite  corporate
   power and authority to carry on its business as now conducted.

      1.2 Corporate Power and Authority.  The Company has the corporate power
   and authority to  execute, deliver and perform  this Warrant and to  issue
   and deliver the shares of the common stock issuable upon exercise of  this
   Warrant (the "Issuable Stock").

      1.3 Authorization.   All corporate  action on the  part of the Company,
   its officers, directors and stockholders necessary for the  authorization,
   execution  and   delivery  of  this  Warrant,   the  performance  of   all
   obligations of the Company hereunder, and the authorization, issuance  (or
   reservation for issuance), and  delivery of the Conversion Stock has  been
   taken.  This  Warrant has been  duly and validly  executed by the  Company
   and constitutes the valid  and legally binding obligation of the  Company,
   enforceable  in  accordance with  its  terms,  except (i)  as  limited  by
   applicable bankruptcy,  insolvency, reorganization,  moratorium and  other
   laws of  general application  affecting enforcement  of creditors'  rights
   generally, and (ii) as limited by general principles of equity,  including
   concepts of materiality,  reasonableness, good faith and fair dealing  and
   by  the  possible  unavailability  of  specific  performance,   injunctive
   relief, or other equitable remedies.

   2.  Representations  and  Warranties  of the  Holder.  The  Holder  hereby
 represents and warrants  to the Company  that the  following statements  are
 true and correct as of the date of this Warrant.

      2.1 Disclosure;  Investment  Experience.    The  Holder  has  read  and
   understands this  Warrant.  The Holder  fully accepts sole  responsibility
   for making the  Holder's own determination of the  merits and risks of  an
   investment in the Company and  shall have full and sole responsibility  to
   conduct  due diligence  and an  investigation of  the investment  and  the
   Company.  The  Holder has such knowledge  and experience in financial  and
   business matters so as to be capable of evaluating and making an  informed
   investment decision with respect to the merits and risks of an  investment
   in this  Warrant.   The Holder  has received  all of  the information  the
   Holder  considers  necessary  or  appropriate  for  deciding  whether   to
   purchase  this  Warrant.   The  Holder  has  had  an  opportunity  to  ask
   questions and  receive answers from  the Company regarding  the terms  and
   conditions of the offering  of this Warrant and the business,  properties,
   prospects  and  financial  condition  of  the  Company.   The  Holder,  in
   arriving at  a decision to invest  in this Warrant,  has not relied  upon,
   and will not rely upon, any  statement made by any person or entity  other
   than the Company.

      2.2 Purchase  For  Own Account.   This  Warrant  is being  acquired for
   investment for the  Holder's own account, not as  a nominee or agent,  and
   not with a  view to the resale or distribution  of  any part thereof.  The
   Holder has  no present intention  of selling,  granting any  participation
   in, or otherwise  distributing all or any portion  of this Warrant or  the
   Issuable  Stock.  The  Holder  does not  have any  contract,  undertaking,
   agreement  or arrangement  with  any person  to  sell, transfer  or  grant
   participations to such person or to any third person with respect to  this
   Warrant or the Issuable Stock.

      2.3 Accredited Investor Status.  The Holder is an "Accredited Investor"
   as defined in Regulation D under the Securities Act because the Holder  is
   either:

           (i)  a natural person whose current net worth (equal to the excess
           of his or her total  assets at fair market  value over his or  her
           total liabilities)  or joint  net worth  with  his or  her  spouse
           exceeds $1,000,000;

           (ii) a natural person who had an individual income (excluding  any
           such income of your spouse) in  excess of $200,000 in each of  the
           two most recent years  or joint income with  his or her spouse  in
           each of those years in excess of $300,000 and who has a reasonable
           expectation of reaching the same income level in the current year;

           (iii)  a partnership,  not formed  for  the  specific  purpose  of
           acquiring this Warrant, with total assets in excess of $5,000,000;

           (iv) a trust with total assets in excess of $5,000,000, not formed
           for the specific purpose of acquiring this Warrant, whose purchase
           is directed by a "sophisticated person" as defined in Regulation D
           under the Securities Act;

           (v)  an entity in which  all of the  equity owners are  accredited
           investors; or

           (vi) a director or executive officer of the Company.

      2.4  Domicile.  The Holder is located  and domiciled within the  United
   States.

      2.5  Power and Authority.  The Holder  has full power and authority  to
   make the representations referred to herein and to purchase this Warrant.

      2.6  Reliance.      The   Holder   understands   that   the   foregoing
   representations and warranties are to be  relied upon by the Company as  a
   basis for exemption of the sale of this Warrant under the Securities  Act,
   under  the  securities  laws  of  all  applicable  states  and  for  other
   purposes.

      3.   Vesting and Exercise of Warrant; Resale Restrictions.

       3.1.  Vesting. Holder's right to purchase the Warrant Shares shall  be
  fully vested on the date of this Agreement.

       3.2  Method of Exercise.  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 for up to, but not more  than,
  the number of vested Warrant Shares at  such time, by the Holder hereof  by
  delivery to  the  Company  at its  principal  office  of (i)  a  notice  of
  exercise  (a "Notice  of  Exercise")  substantially in  the  form  attached
  hereto as  Exhibit A,  (ii) evidence  satisfactory to  the Company  of  the
  authority of  the person  executing  such Notice  of Exercise,  (iii)  this
  Warrant, and (iv)  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 by check  or
  bank draft payable to the order of the  Company or by wire transfer to  the
  account of  the Company.  The shares  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  and
  the other documents referred to herein (the "Exercise Date").

   4. Delivery  of  Stock  Certificates,  etc.,  on  Exercise.  As  soon   as
 practicable after the exercise of this Warrant, the Company will cause to be
 issued in the  name of and  delivered to the  Holder a  certificate for  the
 number of fully paid and nonassessable  shares of Common Stock to which  the
 Holder shall be entitled on such  exercise, plus, in lieu of any  fractional
 share to which the  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 the Holder is  entitled upon such exercise pursuant  to
 Section 1 or otherwise.

   5. Adjustments on Certain Capital  Transactions. On the occurrence of  any
 of the following  events, the following  adjustments to  the rights  granted
 under this Warrant shall be made:

          5.1. In case the number of outstanding shares of Common Stock shall
 be increased by way of a  stock dividend, stock split, recapitalization,  or
 other similar  means,  the number  of  unexercised shares  of  Common  Stock
 covered by this Warrant shall be increased by the amount that a like  number
 of shares of outstanding Common Stock shall have been increased as a  result
 of such  stock  increase  and  the  Purchase  Price  shall  be  adjusted  by
 multiplying the Purchase  Price in effect  immediately prior  to such  stock
 increase by  a fraction,  the numerator  of  which shall  be the  number  of
 unexercised shares covered by this Warrant  immediately prior to such  stock
 increase and the  denominator of which  shall be the  number of  unexercised
 shares of Common Stock  covered by this Warrant  as adjusted for such  stock
 increase.

          5.2.    In  case  the number of outstanding shares of Common  Stock
 of the Company shall be reduced by recapitalization, reverse stock split  or
 otherwise, the number of unexercised shares covered by this Warrant shall be
 reduced by the  amount that a  like number of  shares of outstanding  Common
 Stock shall have been reduced  as a result of  such stock reduction and  the
 Purchase Price shall be adjusted by multiplying the Purchase Price in effect
 immediately prior to such  stock reduction by a  fraction, the numerator  of
 which shall be  the number  of unexercised  shares covered  by this  Warrant
 immediately prior to such stock reduction and the denominator of which shall
 be the number of unexercised shares covered by this Warrant as adjusted  for
 such stock reduction.

           5.3.   In  case  the Company shall consolidate with or merge  into
 another corporation, the  holder of  this Warrant  will thereafter  receive,
 upon the exercise thereof in accordance with the terms of this Warrant,  the
 securities or property to which the holder of the number of shares of Common
 Stock then deliverable  upon the exercise  of this Warrant  would have  been
 entitled upon  such consolidation  or merger  ("Other Securities")  and  the
 Company shall  take such  steps in  connection  with such  consolidation  or
 merger as  may be  necessary  to assure  that  the provisions  hereof  shall
 thereafter be applicable, as nearly as reasonably may be, in relation to any
 securities or  property thereafter  deliverable upon  the exercise  of  this
 Warrant.

   6. Rights  as a  Shareholder.  Holder  shall not  have  any  rights  as  a
 shareholder of  the Company  with  respect to  the  shares subject  to  this
 Warrant.

   7. Securities Law  Requirements.  Neither this  Warrant nor  the  Issuable
 Shares have been registered  under the Act or  any state securities or  blue
 sky laws. Accordingly, upon (a) any transfer of this Warrant, any transferee
 of this Warrant or (b) the exercise of this Warrant in whole or in part, and
 if the Issuable Shares have not been registered under the Act, Holder or any
 other person exercising  this Warrant  shall, as  applicable, represent  and
 agree in  writing satisfactory  to the  Company that  Holder or  such  other
 person (a) is acquiring the securities for the purpose of investment and not
 with a view to distribution thereof, (b) knows the securities have not  been
 registered under  the Act  or any  state securities  or blue  sky laws,  (c)
 understands that he must  bear the economic risk  of said investment for  an
 indefinite period of time until the shares are registered under the Act  and
 applicable state  securities or  blue sky  laws or  an exemption  from  such
 registration is available,  and (d) will  not solicit any  offer to sell  or
 sell all or any portion of the securities other than pursuant to an  opinion
 of counsel reasonably satisfactory to the Company.

   8. 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.

   9. Registration Rights.  The  Company is obligated to register the  shares
 of Common Stock  issuable upon the  exercise of this  Warrant in  accordance
 with the terms of the Registration Rights Agreement, dated as of October 25,
 2001 by and among the Company and the Initial Holders of the 10% Convertible
 Notes (as such terms are defined in such agreement).

   10. 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 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.

   11. Notices, etc. All notices and other communications hereunder shall  be
 personally delivered,  telecopied or  mailed by  first class  registered  or
 certified mail, postage prepaid,  to such address  or facsimile numbers  set
 forth below or as have been furnished to one party by the other in writing.

   12. 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 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.

 DATED as of July 21, 2005.


                               DIAL-THRU INTERNATIONAL CORPORATION

                               By:    _____________________________
                               Name:  _____________________________
                               Title: _____________________________


                               HOLDER: ___________________________
                               Name:   ___________________________
                               Title:  ___________________________


<PAGE>

                                  EXHIBIT A

                     FORM OF NOTICE OF EXERCISE - WARRANT
               (To be executed only upon exercise or conversion
                     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,
 ______________ shares  of Common  Stock (as  defined  in such  Warrant)  and
 herewith makes  payment therefore  of $__________  as  of the  date  written
 below. The undersigned  requests that the  certificates for  such shares  of
 Common Stock be issued in the name of  issued in the name of, and  delivered
 to, ________________________________whose address is ______________________.


 Dated: ___________________        _________________________________________
                                   (Name must conform to name of holder as
                                   specified on the face of the Warrant)


                                   By:    __________________________________
                                   Name:  __________________________________
                                   Title: __________________________________

                                   Address of holder: ______________________

                                   _________________________________________

                                   _________________________________________


 Date of exercise: ____________________________________

 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.