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Employment Agreement - Dialogic Corp. and Thomas G. Amato


April 16, 1997

Mr. Thomas G. Amato
6 Chereb Court
Setauket, NY 11733

Dear Tom:

On behalf of DIALOGIC CORPORATION, it is my pleasure to confirm our offer of
employment as Chief Financial Officer, reporting to myself. Your starting
salary will be $8,653.85 bi-weekly, equivalent to $225,000.00 annually and your
MBO Bonus will be $30,000.00 quarterly, equivalent to $120,000.00 annually at
achievement of 100% of individual MBO objectives and 100% attainment of
corporate financial objectives. MBO Bonuses will be prorated for your first
quarter. You will receive a performance and a salary review after 12 months
from your date of employment. To manage your transition into Dialogic, your
individual MBO achievement and corporate attainment factors will both be fixed
at 100% for 2Q and 3Q '97.

A company car or $10,000 of additional compensation will be provided based on
mutual agreement. If your services are terminated within three years for
reasons other than cause, then one year of severance pay will be provided.

As part of this offer of employment, the Company will provide the following:

STOCK OPTIONS: As part of your benefits package, you will receive a new hire
stock option grant of 40,000 shares of our Common Stock. The grant date of your
options will be April 28, 1997. The exercise price of your options will be the
closing price of our Common Stock on NASDAQ on your grant date. Subject to the
provisions of our Stock Option Plan and subject to shareholder approval of the
Plan at our Shareholder's Meeting on April 29, 1997, your options will be 25%
vested 1 year from your grant date and will be fully vested 4 years from your
grant date. Specific details regarding your option (including your exercise
price) will be furnished to you shortly after your grant date.

BENEFITS: You will be eligible for DIALOGIC'S Company-paid Health, Dental and
Life Insurance Plans, effective the first of the month following the month of
employment, as well as other benefits outlined in the enclosed Summary
Statement of standard benefits.

Page 2
Thomas G. Amato -- Offer Letter
April 16, 1997

RELOCATION: DIALOGIC provides relocation assistance as a service to those
individuals who do not currently reside within commuting distance of the
Company. The IRS considers cash disbursements for relocation made to or on
behalf of the employee as compensation, subject to the usual payroll taxes,
excluding FICA. Relocation expenses are reported to you on Form 4782 delivered
with your annual W-2 and Form 3903, which should be submitted with your federal
tax return. Please be advised, if you leave voluntarily within one year, you
must reimburse Dialogic for these expenses.

We agree to provide the following relocation assistance:

-  Packing, transportation, and storage of your household goods will be provided
   by a selected moving company,as contracted through Dialogic.

-  Temporary living accommodations at a Dialogic owned townhouse or other
   facility for up to eight (8) weeks from the date your employment commences.
   Your requirement for temporary living accommodations beyond the eight (8)
   week period specified will be reviewed on a month-to-month basis subject to
   the approval of your manager.

-  Closing costs resulting from both the sale of your current residence and the
   purchase of your new residence will be borne by Dialogic. These closing costs
   include realtor fee and mortgage origination fee.

Please be advised that this offer is contingent upon verification of employment
eligibility in the United States, and the condition that you will agree to
execute the enclosed 'Employee Proprietary Information and Innovation
Agreement'. In addition, please understand that this is not an employment
contract and it is further agreed that if hired by DIALOGIC CORPORATION, your
continued employment with the Company shall be at the will of the Company and
may be terminated at any time by either party.
Page 3
Thomas G. Amato - Offer Letter
April 16, 1997

I am very enthusiastic about your decision to join DIALOGIC and have high
expectations of your ability to make a significant contribution to DIALOGIC's
growth, both in the Finance Organization as well as other areas. We are pleased
that you have indicated a strong interest in joining the DIALOGIC team and look
forward to welcoming you on board. Please feel free to call me to discuss the
details of this offer letter at any time.

Please acknowledge your acceptance of this offer by signing and returning the
original of this letter and the Employee Proprietary Information and Innovation


                                    /s/ HOWARD G. BUBB
                                    Howard G. Bubb
                                    President and CEO

                                    I agree to accept the position as outlined

                                    /s/ THOMAS G. AMATO
                                    Thomas G. Amato

                                    Anticipated start date: 5/27/97 (full-time)

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