EXHIBIT 10.7

                           LOAN AGEEEMENT, AS AMENDED

                           UNSECURED CREDIT AGREEMENT

AGREEMENT by and between  SUMMIT BANK ("BANK") and Dialogic  Corporation,  a New
Jersey Corporation ("BORROWER"), dated as set forth.

1.  DEFINITIONS
    
    The terms set forth below shall be defined as follows:
    
    1.1 "Date of Agreement" is: as of November 1, 1997.
    
    1.2 "Borrower" means: Dialogic Corporation, a New Jersey Corporation.
    1.3 "Borrower's Address" is:  1515 Route 10, Parsippany, New Jersey 07054.
    1.4 "Bank's Address" is:  210 Main Street, Hackensack, New Jersey 07601.
    1.5 "Event of Default" means each and every event specified in Section 6 of 
         this Agreement.
    1.6 "Loan Document(s)" means any Credit Agreement, Note, Security Agreement,
         Mortgage or any other document  heretofore, now or  hereafter  executed
         by Borrower  to  Bank,  together  with  all modifications, extensions 
         and/or renewals thereof.
    1.7 "Obligations"  means all indebtedness,  obligations and liabilities of  
         Borrower  to  Bank of every  kind and description,  direct or indirect,
         secured  or unsecured, joint or several,  absolute or  contingent,  due
         or to become due, including any overdrafts,  whether  for  payment  or 
         performance,  now  existing or  hereafter  arising,  whether presently 
         contemplated  or  not,  regardless of how the same  arise  or  by  what
         instrument,  agreement  or book  account  they  may  be evidenced,  or 
         whether evidenced  by   any   instrument,  agreement  or  book account,
         including,  but   not  limited  to  all  loans  (including any loan by 
         modification, renewal or extension), all indebtedness, all undertakings
         to  take  or  refrain  from  taking  any  action,  all   indebtedness, 
         liabilities  or  obligations  owing from Borrower to others which Bank 
         may have obtained by purchase,  negotiation, discount,   assignment or 
         otherwise;  and  all  interest,  taxes,  fees,  charges, expenses  and 
         attorney's  fees (whether or not such  attorney is a regularly salaried
         employee  of  Bank,  any   parent  corporation  or  any  subsidiary  or
         affiliate  thereof,  whether  now  existing  or  hereafter   created), 
         chargeable to Borrower  or incurred by Bank under this  Agreement,  or 
         any other  document or instrument delivered in  connection herewith or 
         therewith.
   1.8   "Termination  Date" is November 1, 1998,  unless such date is extended 
          on  one  or  more  occasions,  then  the  last  date of the last such 
          extension.

To the extent not defined in Section 1 (or any other Loan Document),  unless the
context  otherwise  requires,  all other terms contained in this Agreement shall
have the meanings  attributed to them by the Uniform Commercial Code in force in
the State of New Jersey,  as of the Date of  Agreement,  to the extent that same
are used or defined therein.

To the extent not defined in Section 1 (or any other Loan Document),  unless the
context  otherwise  requires,  all accounting  terms in this Agreement  shall be
construed in accordance with Generally Accepted Accounting  Principles as of the
Date of Agreement, to the extent that same are used or defined therein.

2.   COMMITMENTS

     Subject to the terms and conditions of the Loan  Documents,  Bank agrees to
     lend to  Borrower  and  Borrower  agrees to borrow  from Bank an  aggregate
     principal amount at any one time  outstanding not to exceed  $30,000,000.00
     from the Date of Agreement to the Termination  Date. Within such limits the
     Borrower may borrow,  repay and re-borrow at any time or from time to time.
     The face amount of all  commercial  or standby  letters of credit issued by
     Bank and drafts accepted by Bank for the account of Borrower is included in
     the aggregate principal amount.  There is a $3,000,000 sublimit for standby
     letters of credit.  Borrowings  hereunder  are to be used soley for working
     cpital.


3.   REPRESENTATIONS AND WARRANTIES


     3.1  Borrower represents and warrants to Bank, and such representations and
          warranties shall be continuing so long as any Obligations shall remain
          outstanding, as follows:
     

        3.1.1   Borrower  has the power and  authority to enter into and perform
                the  Loan  Documents  and  to  incur  the   Obligations.   If  a
                corporation,  Borrower has been duly  incorporated and organized
                and is validly  existing as a corporation in good standing under
                the  laws  of its  jurisdiction  of  incorporation  and is  duly
                qualified as a foreign  corporation in those jurisdictions where
                the conduct of its business or the  ownership of its  properties
                requires qualification. If a limited liability company, Borrower
                has been  duly  formed  and  organized  as a  limited  liability
                company in good standing under the laws of its  jurisdiction  of
                formation and is duly qualified as a foreign  limited  liability
                company in those jurisdictions where the conduct of its business
                or the ownership of its properties requires qualification.  If a
                partnership or a limited partnership,  Borrower has been validly
                formed,  is validly  existing as a partnership  in good standing
                under the laws of its  jurisdiction,  is legally  authorized  to
                transact business in New Jersey and in those jurisdictions where
                the  conduct of its  business  or  ownership  of its  properties
                requires  qualification,  is not  incorporated,  and  has  never
                changed  its  name or used any  other  name  and has  filed  all
                tradename   certificates  as  required  or  appropriate.   If  a
                proprietorship,   Borrower  is  validly  existing,   is  legally
                authorized  to  transact  business  in New  Jersey  and in those
                jurisdictions  where the conduct of its business or ownership of
                its properties requires qualification,  is not incorporated, has
                never  changed its name or used any other name and has filed all
                tradename  certificates  as required or appropriate and Borrower
                is the sole owner of the business.

        3.1.2   Borrower has not changed its name, form, identity or structure.

        3.1.3   This Agreement and any other Loan Documents constitute valid and
                legally  binding  Obligations  of Borrower  and are  enforceable
                against Borrower in accordance with their respective terms.

        3.1.4   Borrower has filed all Federal,  state and local tax returns and
                other  reports  it is  required  to file  and  has  paid or made
                adequate  provision  for payment of all such taxes,  assessments
                and other governmental charges.

        3.1.5   All property owned or utilized by Borrower is in compliance  and
                will continue to be in compliance  with all  requirements of all
                applicable  environmental laws,  including,  without limitation,
                the Industrial Site Recovery Act f/k/a the Environmental Cleanup
                Responsibility Act (N.J.S.A.13:1K-6 et seq., as amended) and the
                Spill Compensation and Control Act (N.J.S.A.58:10-23.11b et seq.
                as amended) and the Hazardous and Solid Waste Amendments of 1984
                Pub. L98-616 (42 U.S.C. 699 et seq., as amended);  and a certain
                statute  adopted by New Jersey for  registration  of underground
                storage  tanks  (N.J.S.A.   58:10A-21  et  seq.);  the  Resource
                Conservation  and  Recovery  Act (42  U.S.C.  6901 et  seq.,  as
                amended)   and   the   Comprehensive   Environmental   Response,
                Compensation  and  Liability  Act (42  U.S.C.  9601 et seq.,  as
                amended); (all such Federal,  state, county,  municipal or other
                laws,  ordinances or regulations  are  hereinafter  collectively
                referred to as the "Environmental Laws").

        3.1.6   Borrower has good and marketable  title to all of its properties
                and assets.  The execution and performance of this Agreement and
                any Loan  Document will not violate or result in a default or in
                the creation or imposition of any lien or  encumbrance  upon any
                of the assets of Borrower (immediately, with the passage of time
                or with the giving of notice and the  passage of time) under any
                other  contract,  agreement or instrument to which Borrower is a
                party or by which  Borrower is bound,  nor will it result in the
                acceleration of any obligation under any mortgage,  lien, lease,
                franchise,   license,  permit,  agreement,   instrument,  order,
                arbitration award, judgment, or decree, or in the termination of
                any license,  franchise, lease, or permit to which Borrower is a
                party or by  which  it is  bound;  and it will  not  violate  or
                conflict with any other  restriction of any kind or character to
                which Borrower is subject.

        3.1.7   Borrower  incurs the  Obligations  herein from Bank for business
                purposes only and shall not incur the  Obligations for personal,
                household or family purposes.

        3.1.8   There is no claim, loss, contingency,  litigation, or proceeding
                whether  or not  pending,  threatened  or  imminent  against  or
                otherwise  affecting  Borrower that involves the  possibility of
                any judgment or liability not fully  covered by  insurance,  and
                there is no claim, loss, contingency,  litigation, or proceeding
                whether  or not  pending,  threatened  or  imminent  against  or
                otherwise affecting Borrower that may result in material adverse
                change  in the  business,  properties,  operation  or  condition
                (financial or otherwise) of Borrower.

        3.1.9   Borrower has complied with all applicable statutes, regulations,
                ordinances,  court  decrees  or other  directives  of the United
                States of America, and all states, counties,  municipalities and
                agencies with respect to the  manufacture and sale of its goods,
                the  rendition  of  its  services  and/or  the  conduct  of  its
                business.

        3.1.10  Borrower has  heretofore  delivered  to Bank  current  financial
                statements,   acceptable   to  Bank,   which  were  prepared  by
                independent   certified   public   accountants.   The  financial
                statements were true,  correct and complete and were prepared in
                accordance  with  Generally  Accepted   Accounting   Principles,
                consistently  applied and present fairly the financial  position
                and results of  operations of Borrower as of the date of and for
                the period  involved.  The  financial  statements  make full and
                adequate  provision  for  all  obligations,   liabilities,   and
                commitments (fixed and contingent) of Borrower as of the date of
                the  financial  statements.  Since  the  date  of the  financial
                statements,  there has been no  material  adverse  change in the
                business,   properties,   prospects,   operation   or  condition
                (financial or otherwise) of Borrower.

        3.1.11  With  respect  to  each  Employee  Benefit  Plan  maintained  by
                Borrower,  no Prohibited  Transaction  or  Reportable  Event (as
                defined in Title IV of the Employee  Retirement  Income Security
                Act of  1974,  as  amended)  has  occurred  and  is  continuing;
                Borrower  is not  subject  to  thirty  (30)  days  notice to the
                Pension Benefit Guaranty  Corporation,  and Borrower will comply
                with the provisions of the Employee  Retirement  Income Security
                Act of 1974,  as amended and the Internal  Revenue Code of 1986,
                as amended.

        3.1.12  Borrower is in compliance with all requirements of the Americans
                With  Disabilities  Act  of  1990,  42  U.S.C.  12101  et  seq.,
                including but not limited to those  regulations  promulgated  by
                the Architectural and Transportation Barrier Compliance Board at
                36 CFR 1191 et seq.,  and by the Department of Justice at 28 CFR
                36 et seq.

        3.1.13  Borrower is not a "foreign person" within the meaning of Section
                1445(f)(3)  of the Internal  Revenue Code of 1986 as amended and
                the related Treasury Department regulations, including temporary
                regulations.

4.  GENERAL COVENANTS


     4.1  Borrower  covenants and agrees that so long as any  Obligations  shall
          remain outstanding:

        4.1.1   Borrower shall not permit any further mortgage,  pledge,  grant,
                Security  Interest  in or lien or  encumbrance  upon  any of the
                property, assets or rights of Borrower.


        4.1.2   Borrower  shall not merge or consolidate  with or sell,  assign,
                lease or  otherwise  transfer  or  dispose  of  (whether  in one
                transaction or in a series of transactions) all or substantially
                all of its assets  (whether now owned or  hereafter  acquired or
                arising)   to,  any   person  or  entity  or   acquire   all  or
                substantially  all the assets or the  business  of any person or
                entity;


        4.1.3   Borrower shall continue to engage in an efficient and economical
                manner in a business of the same general type as conducted by it
                on the Date of Agreement.

        4.1.4   Borrower shall furnish to Bank:
 
                4.1.4.1 Within  ninety  (90)  days  after  the  last day of each
                        fiscal year of Borrower, a financial statement including
                        a  balance  sheet and  statements  of  income,  retained
                        earnings  and  changes  in  financial   position,   each
                        prepared   in   accordance   with   Generally   Accepted
                        Accounting  Principles   consistently  applied,  with  a
                        report  signed  by  an  independent   certified   public
                        accountant satisfactory to Bank and a 10K report;

                4.1.4.2 Within  forty-five  (45)  days  after  the close of each
                        quarter  of  each  fiscal  year of  Borrower,  financial
                        statements  similar to those  required  under  paragraph
                        4.1.4.1, prepared by Borrower and certified by the chief
                        financial officer of Borrower and a 10Q report;

                4.1.4.3 Together  with the  financial  statements  set  forth in
                        Section  4.1.4.1,  a letter  executed  by the  aforesaid
                        accountant   acknowledging   Bank's   reliance  on  said
                        financial  statements and  Borrower's  knowledge of such
                        reliance;  4.1.4.4 Promptly and in form  satisfactory to
                        Bank,  such  other  information  as Bank may  reasonably
                        request from time to time.

        4.1.5   Borrower  shall comply with all present and future  laws,  rules
                and  regulations  applicable to Borrower in the operation of its
                business  and the  ownership  of its  assets,  and all  material
                agreements to which it is subject.

    4.2   Borrower further covenants and agrees to:

        4.2.1   Promptly   notify   Bank  of  any   condition   or  event  which
                constitutes,  or would  constitute  with the  passage of time or
                giving  of  notice  or  both,  an Event of  Default  under  this
                Agreement or any Loan  Document and promptly  inform Bank of any
                events  or  change  in  the  financial   condition  of  Borrower
                occurring  since  the date of the last  financial  statement  of
                Borrower  delivered to Bank, which  individually or cumulatively
                when viewed in light of prior financial statements, could result
                in a  material  adverse  change  in  the  business,  properties,
                prospects,  operation or condition  (financial  or otherwise) of
                Borrower;

        4.2.2   If a  corporation,  maintain  in  good  standing  its  corporate
                existence in its jurisdiction of incorporation and its status as
                a  foreign  corporation   qualified  to  do  business  in  those
                jurisdictions  where Borrower is required to be qualified;  if a
                partnership or a limited partnership,  maintain in good standing
                its partnership  existence in its  jurisdiction of formation and
                its  status as a foreign  limited  partnership  qualified  to do
                business in those jurisdictions where Borrower is required to be
                qualified;  if a limited  liability  company,  maintain  in good
                standing  its  limited   liability   company  existence  in  its
                jurisdiction  of formation  and its status as a foreign  limited
                liability   company   qualified   to  do   business   in   those
                jurisdictions where Borrower is required to be qualified.

        4.2.3   Pay or  deposit  promptly  when  due  all  sales,  use,  excise,
                personal property, income, withholding, corporate, franchise and
                other taxes,  assessments  and  governmental  charges and,  when
                requested  by Bank,  submit to Bank proof  satisfactory  to Bank
                that such payments and/or deposits have been made;

        4.2.4   Notify  Bank in  writing  within  ten (10)  days,  of any claim,
                litigation,  action  or  proceeding  filed  or  commenced  by or
                against  Borrower that could result in a material adverse change
                in the business,  properties,  prospects, operation or condition
                (financial  or  otherwise)  of Borrower;  or a material  adverse
                occurrence,  in each case, together with a complete  description
                of the  action  taken  or  proposed  to be  taken  with  respect
                thereto;

        4.2.5   Notify Bank in writing  immediately  of any  amendments or other
                changes to any by-laws, articles of incorporation,  certificates
                of  formation,  operating  agreements,  partnership  agreements,
                limited  partnership  agreements or any other document (or other
                arrangement,   whether  or  not  in   writing)   governing   the
                organization   or  operation  of  Borrower  or  the   respective
                interests of its  shareholders,  members or partners,  provided,
                however,  that if Borrower is a limited  liability  company,  no
                amendments to the Operating  Agreement  will be made without the
                prior written consent of Bank.

5.  FINANCIAL COVENANTS

    5.1  Borrower  covenants  and  agrees  that so long as any Obligations shall
         remain  outstanding  Borrower shall:
             
        5.1.1   Not incur any  indebtedness  from any  source  other  than Bank,
                except normal trade debts and accruals in the ordinary course of
                business.

6.  EVENTS OF DEFAULT AND ACCELERATION

     6.1  The  occurrence  of any  one or  more of the  following  events  shall
          constitute an Event of Default hereunder:

   
        6.1.1   Failure to pay any principal, interest or any of the Obligations
                as and when due;

        6.1.2   Failure to perform or observe any  covenant,  term or  agreement
                herein set forth or set forth in any Loan Document;  (other than
                Section 5 of this Agreement) and the continuance of such failure
                for a period of five (5) days after  notice  thereof to Borrower
                from Bank.

        6.1.3   Any  representation  or  warranty  made  or  deemed  made by the
                Borrower herein or in any Loan Document or which is contained in
                any certificate,  document, opinion or other statement furnished
                now or at any time shall prove to be  incorrect  in any material
                respect on or as of the date made or deemed to be made;

        6.1.4   Failure to pay or perform  any  Obligation  of any  Borrower  to
                Bank,  whether by maturity or acceleration,  set forth herein or
                in any Loan Document;

        6.1.5   A  proceeding  being filed or  commenced  against  Borrower  for
                dissolution  or  liquidation;  or any  Borrower  voluntarily  or
                involuntarily  terminating or dissolving or being  terminated or
                dissolved;  insolvency of Borrower, or Borrower fails to pay its
                debts as they become due in the ordinary course of business;  or
                a  creditor's   committee  is  appointed  for  the  business  of
                Borrower,  or Borrower  makes an  assignment  for the benefit of
                creditors,  or a petition in bankruptcy or for reorganization or
                to  effect  a plan of  arrangement  with  creditors  is filed by
                Borrower;  or Borrower applies for or permits the appointment of
                a receiver or trustee for any or all of its property,  assets or
                rights,  or  any  such  receiver  or  trustee  shall  have  been
                appointed for any or all of its property,  assets or rights;  or
                any of the above actions or proceedings whatsoever are commenced
                by or against any other party liable for the Obligations;

        6.1.6   Any final judgment,  order or decree rendered  against  Borrower
                exceeding  $25,000  and  remaining  undischarged,   unstayed  or
                outstanding against Borrower for a period of thirty (30) days;

        6.1.7   Any  investigation  undertaken by any governmental  entity which
                may  have  a  material  adverse  effect  on  Borrower  or if any
                indictment,  charge or proceeding is filed or commenced, whether
                criminal  or civil,  pursuant  to Federal  or state law  against
                Borrower for which  forfeiture  of any of the property or assets
                of Borrower is a penalty;

        6.1.8   Any  Reportable  Event as  defined  in the  Employee  Retirement
                Income  Security  Act  of  1974,  as  amended  occurs  or if any
                Employee Benefit Plan is terminated or Bank reasonably  believes
                that such plan may be  terminated  pursuant to and as defined in
                the Employee Retirement Income Security Act of 1974, as amended;

        6.1.9   Bank  reasonably  deems itself  insecure;  the  occurrence  of a
                material adverse change in the business, properties,  prospects,
                operation or condition (financial or otherwise) of Borrower;  or
                a material adverse occurrence; or

        6.1.10  Any  member  of  Borrower  that is a limited  liability  company
                resigns or any such member's interest terminates.

     6.2  If any Event of Default shall occur,  then or at any time  thereafter,
          while such Event of  Default  shall  continue,  Bank may  declare  all
          Obligations  to  be  due  and  payable,   without   notice,   protest,
          presentment,  dishonor  or demand,  all of which are hereby  expressly
          waived by Borrower.

7.       RIGHTS AND REMEDIES

         Bank shall have the following rights and remedies at any time:

     7.1  Bank,  and any  officer  or agent of Bank is  hereby  constituted  and
          appointed as true and lawful attorney-in-fact of Borrower with power:

        7.1.1   To endorse the name of Borrower  upon any  instrument of payment
                (including payments made under any policy of insurance) that may
                come  into  possession  of Bank in full or part  payment  of any
                Obligation;
 
     7.2  Bank shall have the right to setoff,  without notice to Borrower,  any
          and all deposits or other sums at any time or times credited by or due
          from Bank to Borrower,  whether in a special  account or other account
          or represented  by a certificate  of deposit  (whether or not matured)
          which deposits and other sums shall at all times constitute additional
          security  for the  Obligations  and may be set-off  against all or any
          part of the  Obligations at any time.  Borrower does hereby  authorize
          Bank and any  other  member  of  Summit  Bancorp  on behalf of Bank to
          likewise setoff without  notice,  any or all deposits or other sums on
          behalf of Bank,  hereby granting to all such members of Summit Bancorp
          as necessary to  effectuate  the  foregoing,  a lien on and a security
          interest in and to such deposits or other sums.  Bank agrees  promptly
          to notify  Borrower  after any such setoff and  application,  provided
          that the failure to give such notice  shall not affect the validity of
          such setoff and application.

     7.3  Bank shall have any and all remedies not enumerated  above,  available
          at law or in  equity,  all of  which  rights  and  remedies  shall  be
          cumulative and non-exclusive, to the extent permitted by law.

     7.4  If at any time Bank determines  that any applicable  law,  regulation,
          condition or directive, or the interpretation of any thereof, relating
          to capital  adequacy  (including  but not  limited  to,  any  request,
          guideline  or  policy,  whether  or not  having  the  force of law and
          including but not limited to, any regulation  promulgated by the Board
          of Governors of the Federal Reserve System as now or from time to time
          hereafter in effect) by any authority charged with the  administration
          or interpretation thereof, or any change in any of the foregoing,  has
          or would  have the  effect  of  reducing  the rate of return on Bank's
          capital as a consequence of Bank's obligations under this Agreement to
          a level  below that which Bank would have  achieved  but for such law,
          regulation,  condition,  directive,  interpretation  or change (taking
          into  consideration  Bank's policies with respect to capital adequacy)
          by an  amount  deemed by Bank to be  material,  then from time to time
          Borrower shall pay to Bank on demand such additional amount(s) as will
          compensate Bank for such reduction.

        7.4.1   Bank will promptly  notify Borrower of any event of which it has
                knowledge,  occurring after the date hereof,  which will entitle
                Bank to  compensation  pursuant to Section 7.4. A certificate or
                notice from Bank  claiming  compensation  under  Section 7.4 and
                setting  forth  the  additional  amount(s)  to  be  paid  to  it
                hereunder  shall be conclusive in the absence of manifest error.
                In  determining  such  amount,   Bank  may  use  any  reasonable
                averaging and attribution methods.

        7.4.2   Borrower's  failure  to pay  such  additional  amount(s),  shall
                result in Borrower  becoming  liable for the difference  between
                the actual return achieved and what Bank had expected to achieve
                and shall become a part of Borrower's Obligations herein.

     7.5  In the event that Borrower's  credit  relationship  with Bank is rated
          substandard or lower on Bank's rating system(s),  all of which ratings
          shall be in Bank's absolute and sole discretion, Borrower shall pay to
          Bank,  upon receipt of notice from Bank to such effect,  an additional
          1% per annum in excess of each payment to be made under this Agreement
          and any other Loan  Document  until such  rating is  upgraded to above
          substandard. Borrower's failure to pay such additional amount(s) shall
          become a part of Borrower's  Obligations payable on demand and secured
          by the Collateral.

8.   GENERAL PROVISIONS

     8.1  The failure of Bank at any time or times  hereafter to require  strict
          performance by Borrower of any of the  provisions,  warranties,  terms
          and  conditions  contained  herein or in any Loan  Document  shall not
          waive,  affect  or  diminish  any  right  of Bank at any time or times
          thereafter to demand  strict  performance  thereof.  No rights of Bank
          hereunder or in any Loan Document  shall be deemed to have been waived
          by any act or knowledge of Bank,  its agents,  officers or  employees,
          unless such waiver is contained in an instrument in writing  signed by
          an officer of Bank and directed to Borrower specifying such waiver. No
          waiver by Bank of any of its rights  shall  operate as a waiver of any
          other of its rights or any of its rights on a future occasion.

     8.2  Any demand or notice required or permitted to be given hereunder or in
          any Loan  Document  shall be deemed  effective  when  deposited in the
          United  States  mail,  and  sent by  certified  mail,  return  receipt
          requested,  postage prepaid,  addressed to Bank, ATTN: Branch Manager,
          at Bank's Address or to Borrower at Borrower's Address, as applicable,
          or to  such  other  address  as may be  provided  by the  party  to be
          notified, on ten (10) days prior written notice to the other party.

     8.3  Any notice  required to be given by Bank made in  accordance  with the
          terms herein or any Loan Document at least ten (10) days prior to such
          proposed  action,  shall  constitute  fair and  reasonable  notice  to
          Borrower of any such action.

     8.4  This Agreement and the Loan Documents contain the entire understanding
          between  the  parties   hereto  with   respect  to  the   transactions
          contemplated  herein  and such  understanding  shall  not be  modified
          except in writing signed by or on behalf of the parties hereto.

     8.5  Borrower  shall not hold Bank  liable  due to any action or failure to
          act by Bank  herein or in any Loan  Document  including  any action or
          failure  to act as a result  of Bank's  gross  negligence  or  willful
          misconduct. This provision shall survive the termination or expiration
          of this  Agreement or any Loan  Document and the  repayment in full of
          Borrower's Obligations.

     8.6  Wherever possible, each provision herein or in any Loan Document shall
          be  interpreted  in such  manner as to be  effective  and valid  under
          applicable  law.  Should  any  portion of this  Agreement  or any Loan
          Document be declared invalid for any reason in any jurisdiction,  such
          declaration  shall have no effect upon the remaining  portions of this
          Agreement  or any Loan  Document.  Furthermore,  the  entirety of this
          Agreement or any Loan Document shall continue in full force and effect
          in all other  jurisdictions  and said remaining  portions herein or in
          any Loan  Document  shall  continue  in full  force and  effect in the
          subject  jurisdiction  as if this  Agreement or any Loan  Document had
          been executed with the invalid portions thereof deleted.

     8.7  The provisions of this Agreement or any Loan Document shall be binding
          upon  and  shall  inure  to  the   benefit  of  the  heirs,   personal
          representatives,  administrators,  successors  and assigns of Bank and
          Borrower; provided, however, Borrower may not assign any of its rights
          or delegate any of its  Obligations  hereunder or in any Loan Document
          without the prior written consent of Bank.

     8.8  This  Agreement  or any Loan  Document  is and shall be deemed to be a
          contract  entered  into and made  pursuant to the laws of the State of
          New Jersey and shall in all respects be governed,  construed,  applied
          and enforced in accordance with the laws of said State.

     8.9  If, prior  hereto  and/or at any time or times  hereafter,  Bank shall
          employ counsel in connection  with the execution and  consummation  of
          the  transactions  contemplated  herein or in any Loan  Document or to
          commence,  defend or intervene,  file a petition,  complaint,  answer,
          motion  or other  pleadings,  or to take any  other  action in or with
          respect to any suit or proceeding  (bankruptcy or otherwise)  relating
          to this  Agreement or any Loan  Document,  or to enforce any rights of
          Bank  hereunder or in any Loan  Document,  whether before or after the
          occurrence  of  any  Event  of  Default,  or to  collect  any  of  the
          Obligations  then,  in any of  such  events,  Borrower  agrees  to pay
          attorney fees,  (whether or not such attorney is a regularly  salaried
          employee  of  Bank,  any  parent  corporation  or  any  subsidiary  or
          affiliate thereof,  whether now existing or hereafter created), not to
          exceed 20% of the  Obligations,  which shall be deemed  reasonable and
          any expenses,  costs and charges relating  thereto,  and such shall be
          part of the Obligations payable on demand.

     8.10 With respect to all or any part of the Obligations,  in the event that
          Bank  seeks  to  enter  into  a  participation,  intercreditor  and/or
          assignment agreement,  then Borrower hereby authorizes Bank to release
          all or  part  of any  financial  or  credit  information  provided  by
          Borrower to Bank to any other bank or  financial  institution  without
          notice.

     8.11 Each reference  herein or in any Loan Document to Bank shall be deemed
          to include its successors and assigns,  and each reference to Borrower
          and any pronouns  referring  thereto as used herein shall be construed
          in the masculine,  feminine, neuter, singular or plural as the context
          may  require,  and shall be  deemed to  include  the  heirs,  personal
          representatives,  administrators,  successors and assigns of Borrower,
          all of whom  shall be bound by the  provisions  hereof  or in any Loan
          Document.  The term "Borrower" as used herein shall, if this Agreement
          or any Loan Document is signed by more than one Borrower, mean, unless
          this Agreement or any Loan Document  otherwise  provides or unless the
          context otherwise  requires,  the "Borrower" and each of them and each
          and every representation,  promise, agreement and undertaking shall be
          joint and several,  except that the right of set-off and lien shall be
          by each Borrower in and to its several respective properties.

     8.12 The section  headings  herein are  included for  convenience  only and
          shall  not be  deemed  to be a part  of  this  Agreement  or any  Loan
          Document.

9.  ASSIGNMENT BY BANK
   
     Bank may from  time to time  without  notice  to  Borrower,  sell,  assign,
     transfer or  otherwise  dispose of all or any part of the  Obligations.  In
     such event,  each and every immediate and successive  purchaser,  assignee,
     transferee or holder of all or any part of the  Obligations  shall have the
     right to enforce this Agreement, by legal action or otherwise,  for its own
     benefit as fully as if such purchaser,  assignee, transferee or holder were
     herein  by  name  specifically  given  such  rights.  Bank  shall  have  an
     unimpaired  right to enforce this Agreement for its benefit to that portion
     of the Obligations as Bank has not sold, assigned, transferred or otherwise
     disposed of.
     
10.  WAIVER OF JURY TRIAL  BORROWER  WAIVES  TRIAL BY JURY AND  CONSENTS  TO AND
     CONFERS  PERSONAL  JURISDICTION  ON COURTS OF THE STATE OF NEW JERSEY OR OF
     THE FEDERAL GOVERNMENT,  AND EXPRESSLY WAIVES ANY OBJECTIONS AS TO VENUE IN
     ANY OF SUCH  COURTS,  AND AGREES  THAT  SERVICE  OF PROCESS  MAY BE MADE ON
     BORROWER  BY  MAILING  A COPY OF THE  SUMMONS  TO  BORROWER  AT  BORROWER'S
     ADDRESS.   BANK LIKEWISE WAIVES  TRIAL BY JURY.
     ===========================================================================

ATTEST:                           BORROWER   Dialogic   Corporation,   a   New
                                             Jersey Corporation


/s/                                          /s/
___________________________                  ___________________________
Theodore Weitz, Secretary                    Thomas  G.  Amato, CFO


ATTEST:                                       SUMMIT BANK

/s/                                          /s/
_________________________________            ___________________________________
           Assistant Treasurer               Susan Wright-Kail, Vice President


SUMMIT BANK

                               MASTER ADVANCE NOTE
                                                                 $30,000,000.00

As of November 1, 1997

================================================================================
LOAN

FOR VALUE RECEIVED, the Undersigned, ("BORROWER"),  unconditionally (and jointly
and severally,  if more than one) promise(s) to pay to SUMMIT BANK ("BANK"),  or
order,  at its offices at 210 Main Street,  Hackensack,  New Jersey 07601, or at
such  other  place  as may be  designated  in  writing  by Bank,  the  principal
aggregate sum of Thirty Million  Dollars and No Cents  ($30,000,000.00)  or such
lesser amount of advances as may have been  borrowed,  repaid and reborrowed (or
for such other  financial  accommodations  as may have been made)  together with
interest  from  the date  hereof  on the  unpaid  principal  balance  hereunder,
computed daily, at the RATES per annum  indicated  below,  payable in accordance
with the particular  PAYMENT  SCHEDULE  indicated below. Any advance(s) shall be
conclusively  presumed  to have  been  made to and  for the  benefit  and at the
request  of  Borrower  when  made  in  accordance   with  the  oral  or  written
instructions of Borrower,  or of any one of them if more than one, or of any one
signing  below for or on behalf of  Borrower.  This Note is subject to an annual
30-day clean-up requirement where outstandings under this Note shall be -$0- for
such annual 30-day period.

================================================================================
RATE

Provided,  that no Event of Default (as hereinafter defined) shall have occurred
and be then  continuing,  advances  under this Note shall bear  interest  on the
unpaid  principal  amount  thereof at the following  RATE(S) per annum:  (i) the
Prevailing  Base Rate (as  defined in Exhibit A attached  hereto and made a part
hereof)  minus  .75% or (ii) the LIBOR  Rate (as  defined  in Exhibit A attached
hereto and made a part hereof) or (iii) any combination  thereof.  Interest will
be  calculated  on the basis of the actual number of days elapsed over a year of
360 days,  unless  otherwise  prohibited by law. To the extent permitted by law,
whenever  there is any Event of Default  under this Note,  or  non-payment  upon
demand,  the RATE of  interest on the unpaid  principal  balance  shall,  at the
option  of  Bank,  be 2%  over  the  interest  RATE  provided  herein.  Borrower
acknowledges that (i) such default rate is a material inducement to Bank to make
the loan, (ii) Bank would not have made the loan in the absence of the agreement
of the Obligors (as defined in Section 1 of the Additional  Terms and Conditions
hereto) to pay such  default  rate and (iii) such  default rate is not a penalty
and  represents  a  reasonable  estimate of the cost to Bank in  allocating  its
resources  (both  personnel and financial) to the on-going  review,  monitoring,
administration and collection of the loan. Notwithstanding any other limitations
contained in this Note, Bank does not intend to charge and Borrower shall not be
required  to pay any  interest or other fees or charges in excess of the maximum
permitted by  applicable  law.  Any payments in excess of such maximum  shall be
refunded to Borrower or credited against principal.

================================================================================
PAYMENT SCHEDULE

In the event that any payment shall not be received by Bank within TEN (10) days
of the due date, Borrower shall, to the extent permitted by law, pay Bank a late
charge of 5% of the overdue  payment (but in no event to be less than $25.00 nor
more than  $2,500.00).  Any such late  charge  assessed is  immediately  due and
payable.  All payments received hereunder may be applied first to the payment of
any expenses or charges payable hereunder and accrued interest,  and the balance
only  applied  to  principal.  Principal  shall be paid in a single  payment  on
November 1, 1998.  Interest shall be paid monthly commencing on February 1, 1998
and continuing on the same day of each successive  month thereafter with a final
payment of all unpaid  interest  at the time of the final  payment of the unpaid
principal.
================================================================================
SECURITY

As security for this Note, or any  modifications,  extensions  and/or  renewals,
Borrower  grants to Bank a lien on, a  continuing  security  interest  in, and a
right to set-off at any time,  without notice, all property and deposit accounts
at,  under the control of or in transit to Bank which  belong to  Borrower,  any
Guarantor or Endorser hereof.

================================================================================
WAIVER OF JURY TRIAL

BORROWER WAIVES TRIAL BY JURY AND CONSENTS TO AND CONFERS PERSONAL  JURISDICTION
ON COURTS OF THE STATE OF NEW JERSEY OR OF THE FEDERAL GOVERNMENT, AND EXPRESSLY
WAIVES ANY OBJECTIONS AS TO VENUE IN ANY OF SUCH COURTS, AND AGREES THAT SERVICE
OF PROCESS  MAY BE MADE ON BORROWER BY MAILING A COPY OF THE SUMMONS TO BORROWER
AT BORROWER'S ADDRESS. BANK LIKEWISE WAIVES TRIAL BY JURY.

================================================================================
THE ADDITIONAL TERMS AND CONDITIONS SET FORTH IN THIS NOTE ARE A PART OF THIS 
NOTE.
================================================================================


ATTEST:                           BORROWER   Dialogic   Corporation,   a   New
                                             Jersey Corporation

/s/                                          /s/
___________________________________          ___________________________________
        Theodore Weitz, Secretary            Thomas  G.  Amato, CFO

with its place of  business or chief  executive  office (if it has more than one
place of business) at 1515 Route 10, Parsippany, New Jersey 07054.

================================================================================
                         ADDITIONAL TERMS AND CONDITIONS


1.   Borrower  and  any  Co-Borrowers,  or  Guarantor,  or any  Endorser  hereof
     (collectively  "Obligors")  and each of  them:  (i)  waive(s)  presentment,
     dishonor,  demand, notice of demand,  protest, notice of protest and notice
     of  nonpayment  and any other notice  required to be given under law to any
     Obligors in connection with the delivery, acceptance,  performance, default
     or enforcement of this Note, or any endorsement or guaranty of this Note or
     any  document or  instrument  evidencing  any  security for payment of this
     Note; (ii) consent(s) to any and all delays, extensions,  renewals or other
     modifications  of this Note or  waivers  of any term  hereof or  release or
     discharge by Bank of any Obligors or release,  substitution  or exchange of
     any  security  for the payment  hereof or the failure to act on the part of
     Bank or any  indulgence  shown by Bank from time to time and in one or more
     instances,  (without  notice to or further  assent from any  Obligors)  and
     agree(s)  that no such  action,  failure to act or failure to exercise  any
     right or remedy on the part of Bank  shall in any way  affect or impair the
     obligations  of any  Obligors  or be  construed  as a waiver by Bank of, or
     otherwise  affect,  any  of  Bank's  rights  under  this  Note,  under  any
     endorsement  or guaranty of this Note or under any  document or  instrument
     evidencing  any security for payment of this Note;  and (iii)  (jointly and
     severally,  if more than one)  agree(s)  to pay,  on demand,  all costs and
     expenses of collection of this Note or of any  endorsement  or any guaranty
     hereof  and/or the  enforcement  of Bank's  rights with  respect to, or the
     administration,  supervision,  preservation,  protection of, or realization
     upon,  any  property  securing  payment  hereof,  (including  any costs and
     expenses incurred in any bankruptcy or other insolvency  proceedings of any
     Obligors),  including  reasonable  attorney's  fees  (whether  or not  such
     attorney is a regularly  salaried employee of Bank, any parent  corporation
     or any subsidiary or affiliate  thereof,  whether now existing or hereafter
     created),  not to exceed 20% of all liabilities  hereunder,  which shall be
     deemed reasonable.

2.   This  Note is  delivered  in and shall be  construed  under the laws of the
     State  of  New  Jersey  and  in  any  litigation  in  connection  with,  or
     enforcement of, this Note or of any endorsement or guaranty of this Note or
     any security given for payment hereof. The term "Bank" as used in this Note
     shall include Bank's successors, endorsers and assigns.

3.   The occurrence of any one or more of the following  events shall constitute
     an Event of Default hereunder:  (i) failure to pay any principal,  interest
     or any of the  Obligations  as and when due; (ii) failure to pay or perform
     any  Obligation  of any of the  Obligors  to Bank,  whether by  maturity or
     acceleration,  set  forth  in this  Note or in any Loan  Document;  (Iii) a
     proceeding being filed or commenced  against any Obligor for dissolution or
     liquidation;   or  any  of  the  Obligors   voluntarily  or   involuntarily
     terminating or dissolving or being terminated or dissolved; (iv) insolvency
     of any Obligor, or any Obligor fails to pay its debts as they become due in
     the ordinary course of business; or a creditor's committee is appointed for
     the business of any Obligor,  or any Obligor  makes an  assignment  for the
     benefit of creditors,  or a petition in bankruptcy or for reorganization or
     to effect a plan of arrangement with creditors is filed by any Obligor;  or
     any Obligor applies for or permits the appointment of a receiver or trustee
     for any or all of its  property,  assets or rights or any such  receiver or
     trustee shall have been appointed for any or all of its property, assets or
     rights or any of the above actions or proceedings  whatsoever are commenced
     by or  against  any  Obligor;  (v) any  attachments,  liens  or  additional
     security   interests  being  placed  upon  any  of  the  Collateral;   (vi)
     acquisition  at any time or from  time to time of title to the whole or any
     part  of the  Collateral  by any  person,  partnership,  limited  liability
     company  or  corporation  other than any of the  Obligors;  (vii) any final
     judgment, order or decree rendered against any Obligor exceeding $25,000.00
     and remaining  undischarged,  unstayed,  or outstanding against any Obligor
     for a period of thirty (30) days;  (viii) any  investigation  undertaken by
     any  governmental  entity which may have a material  adverse  affect on any
     Obligor or if any  indictment,  charge or proceeding is filed or commenced,
     whether  criminal  or civil  pursuant  to Federal or state law  against any
     Obligor  for  which  forfeiture  of any of the  property  or assets of such
     Obligor is a penalty;  (ix) any Reportable  Event occurs or if any Employee
     Benefit Plan is  terminated  or Bank  reasonably  believes such plan may be
     terminated  pursuant to and as defined in the  Employee  Retirement  Income
     Security  Act of  1974,  as  amended;  (x)  Bank  reasonably  deems  itself
     insecure;  the  occurrence  of a material  adverse  change in the business,
     properties,  prospects,  operation or condition (financial or otherwise) of
     any  Obligor;  or a  material  adverse  occurrence;  (xi) any  member of an
     Obligor that is a limited  liability  company  resigns or any such member's
     interest  terminates.  

4.   If any Event of Default  shall occur,  then or any time  thereafter,  while
     such Event of Default shall  continue,  Bank may declare all Obligations to
     be due and  payable,  without  notice,  protest,  presentment,  dishonor or
     demand,  all of which are hereby expressly  waived by Obligors.  Failure of
     Bank to declare all  Obligations  due and payable upon the occurrence of an
     Event of  Default  shall  not be  deemed a  waiver,  and no  rights of Bank
     hereunder  shall be deemed to have been  waived by an act or  knowledge  of
     Bank, its agents, officers or employees, unless such waiver is contained in
     an  instrument  in writing  signed by an officer  of Bank and  directed  to
     Borrower  specifying  such  waiver.  No waiver by Bank of any of its rights
     shall  operate  as a waiver of any other of its rights or any of its rights
     on a future occasion.

5.   In the event any one or more of the  provisions  of this Note shall for any
     reason be held to be invalid, illegal or unenforceable, in whole or in part
     or in any respect,  or in the event that any one or more of the  provisions
     of this Note  operate or would  prospectively  operate to  invalidate  this
     Note, then and in either of those events, such provision or provisions only
     shall be deemed null and void and shall not affect any other  provision  of
     this Note and the remaining  provisions of this Note shall remain operative
     and in full force and effect and shall in no way be affected, prejudiced or
     discharged thereby.