FOURTH AMENDMENT TO 10% CONVERTIBLE NOTE

                                                             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