DIAL THRU INTERNATIONAL CORP
AMENDMENT  TO SECURITIES PURCHASE AGREEMENT
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>10
<FILENAME>exh10-2.txt
<DESCRIPTION>AMENDMENT  TO SECURITIES PURCHASE AGREEMENT
<TEXT>

                                                                 EXHIBIT 10.2

                              AMENDMENT NUMBER 1
                                     TO
                         SECURITIES PURCHASE AGREEMENT
                         =============================

      THIS IS AMENDMENT NUMBER 1 (the "Amendment") being executed and
 delivered by and between Dial-Thru International Corporation, a Delaware
 corporation ("Dial-Thru"), and GCA Strategic Investment Fund Limited, a
 Bermuda corporation ("GCASIF"), and dated as of June 1, 2005 in order to
 amend that certain Securities Purchase Agreement by and between Dial-Thru
 and the GCASIF dated as of January 28, 2002 (the "Securities Purchase
 Agreement").

                                   RECITALS

      A. The parties to this Amendment wish to (i) amend certain terms of
 that certain secured promissory note dated as of January 28, 2002 in the
 principal amount of $550,000 issued pursuant to the Securities Purchase
 Agreement (the "Primary Note"), (ii) restructure the obligations underlying
 the Primary Note, including the Maturity Date, and (iii) waive any and all
 Events of Default arising prior to the date hereof under the Securities
 Purchase Agreement, all as further set forth below.

      B. In consideration of the accommodations, amendments and waivers
 set forth in this Amendment, Dial Thru will issue to GCASIF presently
 exercisable warrant to purchase 260,000 shares of Dial Thru's Common
 Stock (the "Warrants"), on the terms and conditions set forth below.

                                  AGREEMENT

       NOW THEREFORE, in consideration of the mutual promises contained in
 this Amendment and other good and valuable consideration, the sufficiency,
 mutuality and adequacy of which are hereby acknowledged, the parties hereto
 hereby agree as follows:

      1.  Amendment of the Primary Note.  The Primary Note shall be amended
 and restated such that the Maturity Date shall be changed to November 26,
 2005.

      2.  Fee.   In further consideration of this Amendment and the waivers
 set forth below, Dial Thru shall issue 100,000 shares (the "Shares") of the
 company's Common Stock to GCASIF.

      3.  Waiver of Events of Default.  On issuance of the Shares any and all
 prior Events of Default set forth in Article 12 of the Securities Purchase
 Agreement, including without limitation, in Section 12.1(a) and (b), shall
 be deemed waived without further recourse by GCASIF.

      4.  Right of First Refusal. The parties acknowledge that, as further
 set forth in Section 8.6 of the Securities Purchase Agreement, GCASIF has a
 right of first refusal with respect to any Discounted Equity Offering that
 Dial Thru seeks to complete (a "New Offering"). In that regard, Dial Thru
 will abide by the terms of Section 8.6 with respect to any New Offering
 and will otherwise present the terms and conditions thereof to GCASIF as
 required by Section 8.6. If GCASIF elects not to exercise its right of first
 refusal with respect to any New Offering, then, in connection with Dial
 Thru's completion of such offering, GCASIF agrees to consider in good faith
 the terms and conditions of any subordination and intercreditor agreement
 which may be requested by any investor/lender in such New Offering.

      5.  Issuance of Warrant; Additional Waivers. In connection with the
 amendment of the Primary Note and as consideration for the waivers and
 accommodations agreed to by GCASIF in this Amendment, Dial Thru shall
 issue the Warrants to GCASIF, which shall be substantially in the form of
 Exhibit A hereto. On receipt of the Shares and the Warrants, GCASIF shall
 conditionally waive any and all (a) breaches, violations and Events of
 Default by Dial Thru arising prior to the date hereof under or pursuant
 to the Securities Purchase Agreement, including without limitation, any
 Registration Default (including any violation of Section 3.4(a) in respect
 thereof) and any Event of Default set forth in Sections 12.1(d), (e), (i)
 and (l) and (b) all damages, costs, fees and expenses arising directly or
 indirectly from such breaches, violations and defaults, including without
 limitation, any and all accrued amounts arising from or pursuant to default
 interest rates and liquidated damages that otherwise may be due and owing
 by Dial Thru under the Securities Purchase Agreement; provided however,
 that in the event of any default occurring after the Effective Date of this
 Amendment under the Transaction Documents, as that term is defined in the
 Securities Purchase Agreement, including any breach of this Amendment, then
 all damages, costs, fees and expenses arising directly or indirectly from
 such breaches, violations and defaults, including without limitation, any
 and all accrued amounts arising from or pursuant to default interest rates
 and liquidated damages as of the Effective Date that otherwise may be due
 and owing by Dial Thru under the Securities Purchase Agreement shall become
 an obligation of Dial Thru and the foregoing waiver shall be null and void;
 provided further that, in the interest of clarity, GCASIF has not declared
 any event of Default under any of the Transaction Documents as of the
 Effective Date.

      6.  Waiver of Rights under Section 3.4(b).   In further consideration
 of the Shares and the Warrants, GCASIF waives its rights to the mandatory
 prepayments required pursuant to Section 3.4(b) of the Securities Purchase
 Agreement upon the consummation of one or more Financings, as that term is
 defined in the Securities Purchase Agreement, up to the first Five Million
 Dollars ($5,000,000) in Financings following the Effective Date.

      7.  Registration Agreement.  In connection with this Amendment, if Dial
 Thru files a registration statement on form SB-1 in connection with any new
 financing agreement at any time prior to the maturity date of the Primary
 Note, then Dial Thru shall include in the registration statement a
 sufficient number of shares to allow for the full conversion of the Primary
 Note plus any accrued but unpaid interest thereon, the Shares and the full
 exercise of all Warrants held by GCASIF including the Warrants issued
 concurrently herewith.  Dial Thru shall use its best efforts to include
 GCASIF as a party to the registration rights agreement prepared in
 connection with such New Offering.

      8. No Other Effect on the Securities Purchase Agreement.  Except as
 amended by this Amendment, the Securities Purchase Agreement remains in full
 force and effect.

      9.  Effective Date.  This Amendment shall be effective as of June 1,
 2005 (the "Effective Date").

      10.  Miscellaneous.

           (a)  Captions; Certain Definitions.  Titles and captions of
 or in this Amendment are inserted only as a matter of convenience and for
 reference and in no way define, limit, extend or describe the scope of this
 Amendment or the intent of any of its provisions.  All capitalized terms not
 otherwise defined herein shall have the meaning therefor, as set forth in
 the Securities Purchase Agreement

           (b)  Controlling Law.  This Amendment is governed by, and shall be
 construed and enforced in accordance with the laws of the State of Delaware
 (except the laws of that jurisdiction that would render such choice of laws
 ineffective).

           (c)  Counterparts.  This Amendment may be executed in one or more
 counterparts (one counterpart reflecting the signatures of all parties),
 each of which shall be deemed to be an original, and it shall not be
 necessary in making proof of this Amendment or its terms to account for more
 than one of such counterparts.  This Amendment may be executed by each party
 upon a separate copy, and one or more execution pages may be detached from a
 copy of this Amendment and attached to another copy in order to form one or
 more counterparts.

                           Signatures on following page

<PAGE>

      IN WITNESS WHEREOF, this Amendment has been executed and delivered by
 Dial-Thru and GCASIF as of the date first set forth above.


 Dial-Thru:                    Dial-Thru International Corporation

                          By:   ___________________________________
                          Name: ___________________________________
                          Title:___________________________________


 GCASIF:                  GCA STRATEGIC INVESTMENT FUND LIMITED

                          By:   ___________________________________
                          Name: ___________________________________
                          Title:___________________________________

                       *    *    *    *    *
</TEXT>
</DOCUMENT>
