Exhibit No. 10.2


 THE SECURITY REPRESENTED  HEREBY HAS NOT  BEEN REGISTERED  UNDER THE  UNITED
 STATES  SECURITIES  ACT OF  1933, AS  AMENDED (THE  "SECURITIES  ACT").  THE
 HOLDER HEREOF, BY  PURCHASING SUCH SECURITY  AGREES FOR THE  BENEFIT  OF THE
 ISSUER THAT SUCH SECURITY MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY
 (A) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES  ACT AND
 ANY APPLICABLE  STATE  SECURITIES  LAWS, OR  (B)  IF  REGISTERED  UNDER  THE
 SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS.


                             FOURTH AMENDMENT TO
                             10% CONVERTIBLE NOTE


      This  Fourth  Amendment   (this  "Agreement")  to   that  certain   10%
 Convertible  Note  dated  October   25,  2001  of  Dial-Thru   International
 Corporation, a  Delaware  corporation (the  "Company"),  in favor  of  Larry
 Vierra  ("Vierra"),  in  the  original  principal  amount  of  100,000  (the
 "Original Note"), is made as of this 21st  day of July, 2005 by and  between
 the Company and Vierra.

                               R E C I T A L S
                               - - - - - - - -

      A.   The Original Note  establishes  October 24, 2003  as the  Maturity
 Date of the Original Note.

      B.   The Company and  Vierra amended the  Original Note  to extend  the
 Maturity Date to February 24, 2004.

      C.   The Company and Vierra have agreed to amend the Original Note,  as
 amended, to extend the Maturity Date to February 29, 2008.



                              A G R E E M E N T
                              - - - - - - - - -

      NOW, THEREFORE, in consideration of the foregoing recitals and the
 covenants and agreements contained herein, the parties, intending to be
 legally bound, agree as follows:

      1. Amendment  to Initial  Terms of  Note.  The  first  sentence  of the
 Original Note, is hereby amended to read in its entirety as follows:

            "Dial-Thru  International  Corporation,  a  Delaware  corporation
      (together with  its  successors,  the "Company"),  for  value  received
      hereby promises to pay to Larry  Vierra, (the "Holder") and  registered
      assigns, the principal sum  of one hundred  thousand ($100,000) or,  if
      less, the principal amount of this  Note then outstanding, on  February
      28,  2008  (the  "Maturity  Date")  by  wire  transfer  of  immediately
      available funds to the  Holder in such coin  or currency of the  United
      States of America as at the time  of payment shall be legal tender  for
      the payment of  public and private  debts, and to  pay interest,  which
      shall begin to accrue on the  date of this Note, quarterly in  arrears,
      on (i) the last day of March, June, September and December of each year
      until the Maturity Date, commencing December 31, 2001 (unless such  day
      is not a Business Day, in  which event on the next succeeding  Business
      Day) (each an "Interest Payment Date"),  (ii) the Maturity Date,  (iii)
      each Conversion  Date, as  hereafter defined,  and  (iv) the  date  the
      principal amount  of  this  Note shall  automatically  become  due  and
      payable, on  the  principal sum  hereof  outstanding in  like  coin  or
      currency, at the rates per annum set forth below, from the most  recent
      Interest Payment Date for which interest has been paid on this Note, or
      if no interest has been paid on this  Note, from the date of this  Note
      until payment in full of the principal sum hereof has been made.

      2. Full Force and Effect.  Except as provided herein, the Original Note
 shall continue  in  full  force  and effect  and  shall  be  enforceable  in
 accordance with its terms.

      3. Notation  on Notes.  Holder  is hereby authorized  by the Company to
 mark, and as soon  as practicable after the  Effective Date shall mark,  the
 Original Note with the following notation:

           "The Company and Holder have entered into a Fourth  Amendment
      to 10% Convertible Note, dated as  of July 21, 2005, which  amends
      the opening  section  of  this Note  and  provides  for  a  second
      Convertible Note covering all  past due interest.  Copies  of  the
      Fourth Amendment are on file with the Company and will be provided
      to Holder upon request."

      4. Further Assurances.  The parties shall act reasonably, in good faith
 and fairly in performing their obligations  under this Agreement, and  agree
 to cooperate with each other to accomplish the intent of this Agreement  and
 agree to execute  any and all  further documents and  instruments as may  be
 necessary or  requested to  carry  out and  accomplish  the intent  of  this
 Agreement.

      5. Successors  and   Assigns.    Each  of  the  terms,  provisions  and
 obligations of this  Agreement shall  be binding  upon, shall  inure to  the
 benefit of, and  shall be enforceable  by the parties  and their  respective
 legal representatives, successors and permitted assigns.

      6. Counterparts.   This  Agreement  may be  executed  in any  number of
 counterparts and by  the parties hereto  in separate  counterparts, each  of
 which so  executed shall  be deemed  to  be an  original,  but all  of  such
 counterparts shall together constitute but one and the same instrument.

      7. Governing  Law.  This  Agreement shall  be governed  by the internal
 laws of the  State of  California, without regard  to the  conflict of  laws
 principles thereof.


      IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
 executed and delivered as of the day and year first written above.


 DIAL-THRU INTERNATIONAL CORPORATION, a Delaware corporation


 By:  -----------------------                 -----------------------
      John Jenkins                            Larry Vierra
      Chief Executive Officer