EXHIBIT 10.8

                              AMENDMENT NUMBER 1
                                      TO
                  SECURED PROMISSORY NOTE DUE MARCH 30, 2007
                  ------------------------------------------

      THIS IS AMENDMENT NUMBER 1 ("this Amendment") that is being executed
 and delivered by and between Global Capital Funding Group, L.P., a Delaware
 limited partnership ("GCFG") and Rapid Link, Inc., formerly known as Dial-
 Thru International Corporation, a Delaware corporation ("Rapid Link"), and
 dated effective as of September 14, 2006 in order to amend that certain
 Secured Promissory Note by and between GCFG and the Rapid Link and dated
 as of June 1, 2005 (the "Note") and by which GCFG and Rapid Link, in
 consideration of the mutual promises contained in the Note due March 30,
 2007 and in this Amendment and other good and valuable consideration (the
 sufficiency, mutuality and adequacy of which are hereby acknowledged),
 hereby agree as follows:

      1. Suspension of Quarterly Payments. The quarterly payment in the
 amount of $50,000 set forth in the opening paragraph of the Note due March
 30, 2007 is suspended until December 1, 2006. Rapid Link shall resume the
 quarterly installment payments in the amount of $50,000 on the last day of
 March, June, September and December of each year until the Maturity Date,
 commencing December 31, 2006 (unless such day is not a Business Day, in
 which event on the next succeeding Business Day).

      2. Amendment to S4.  S4 of the Note due March 30, 2007 is hereby
 amended by deleting it in its entirety and substituting in lieu of it the
 following:

      4. Pre-payment of Principal. For so long as no Event of Default shall
         have occurred and is continuing, the Company may, at its option,
         pre-pay in full the principal and accrued interest on this Note at
         any time before the Maturity Date at a prepayment discount of 20%
         up to December 1, 2006. Thereafter the discount shall decrease to
         15% up to March 1, 2007; thereafter the discount shall decrease to
         10% up to June 1, 2007; thereafter the discount shall decrease to
         0% and be of no further effect.

      3. Amendment to S6.  S6 of the Note due March 30, 2007 is hereby
 amended by adding after the formula description the following language:

      Provided, however, that the Conversion Price shall not be less than
 $0.10 nor greater than $0.25 during the term hereof.

      4. No Other Effect on the Note due March 30, 2007. Except as amended
 by this Amendment, the Note due March 30, 2007 remains in full force and
 effect.

      5. Effective Date. This Amendment is effective September 14, 2006.

      6. Miscellaneous.

           (a) Captions; Certain Rapid 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. The parties to this
 Amendment agree to all definitions in this statement of the parties to this
 Amendment. A capitalized term in this Amendment has the same meaning as it
 has as a capitalized term in the Note due March 30, 2007 unless the context
 clearly indicates to the contrary.

           (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.

                            Signature Page Follows

      DULY EXECUTED and delivered by GCFG and Rapid Link, on September 14,
 2006 effective as set forth above.


 GCF:                          Global Capital Funding Group, L.P.
 ----
                               By:
                               Name:______________________________
                               Title:_____________________________


 Rapid Link:                   Rapid Link, Inc.
 -----------
                               By:
                               Name:______________________________
                               Title:_____________________________

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