Common use of Regulation D Restrictions Clause in Contracts

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 distributing such securities unless such distribution has been registered with the Securities and Exchange Commission or an applicable exemption is available therefor. At the time this Warrant is exercised, the Company may require the Holder to state in the Notice of Exercise such representations -------------------------------------------------------------------------------- COMMON STOCK PURCHASE WARRANT - Page 2 (Dial-Thru International Corporation) concerning the Holder as are necessary or appropriate to assure compliance by the Holder with the Securities Act.

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 distributing such securities unless such distribution has been registered with the Securities and Exchange Commission or an applicable exemption is available therefor. At the time this Warrant is exercised, the Company may require the Holder to state in the Notice of Exercise such representations -------------------------------------------------------------------------------- COMMON STOCK PURCHASE WARRANT - Page 2 (Dial-Thru International Internatoinal Corporation) concerning the Holder as are necessary or appropriate to assure compliance by the Holder with the Securities Act.

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 distributing such securities unless such distribution has been registered with the Securities and Exchange Commission or an applicable exemption is available therefor. At the time this Warrant is exercised, the Company may require the Holder to state in the Notice of Exercise such representations -------------------------------------------------------------------------------- COMMON STOCK PURCHASE WARRANT - Page 2 (Dial-Thru International Corporation) concerning the Holder as are necessary or appropriate to assure compliance by the Holder with the Securities Act.. -------------------------------------------------------------------------------- COMMON STOCK PURCHASE WARRANT - Page 2 (Dial-Thru Internatoinal Corporation)