EXHIBIT 10.6



         DIALOGIC CORPORATION 1997 DIRECTOR STOCK ELECTION/DEFERRAL PLAN

          Article 1.  Name.  The name of this plan is the  Dialogic  Corporation
1997 Director Stock Election/Deferral Plan (the "Plan").

          Article 2. Sponsor. The Plan is sponsored by Dialogic  Corporation,  a
New Jersey corporation (the "Company").

          Article 3. Effective Date. The effective date of the Plan is April 29,
1997.

          Article 4.  Purpose.  The  purposes of the Plan are (i) to provide any
member (a  "Director")  of the Board of Directors  of the Company (the  "Board")
with the option of having the fees payable to him by the Company for his serving
as a Director (the "Fees") paid in the form of (a) cash or, at the option of the
Company,  cash equivalent ("Cash"),  (b) shares of common stock ("Common Stock")
of the Company, or (c) any combination  thereof,  and (ii) to allow any Director
to  defer  payment  to him by the  Company  of such  portion  of his Fees as are
payable by the Company  hereunder in the form of Common Stock (the "Common Stock
Portion"), all in accordance with and subject to the terms hereof.

          Article  5.  Administration.  The  Plan  shall  be  administered  by a
committee (the "Committee")  established by the Board,  which shall be comprised
of one or more  members  of the Board who are  employees  of the  Company or its
subsidiaries;  provided,  however,  if  none of the  members  of the  Board  are
employed by the Company or its  subsidiaries,  the Plan shall be administered by
the Board and the term "Committee" shall refer to the Board. The Committee shall
have the sole and exclusive  authority to (a) interpret the Plan,  (b) determine
eligibility to  participate,  (c) determine the number of shares of Common Stock
and amount of Cash distributable under the Plan, (d) determine the time or times
at which shares of Common Stock and Cash shall be distributable  under the Plan,
(e)  establish,  amend,  or rescind rules relating to the Plan, and (f) make all
other  determinations  necessary or  appropriate  to  administer  the Plan.  All
decisions,  determinations,  and interpretations  made by the Committee shall be
binding and conclusive on all persons. Neither the Committee, the Board, nor any
of their  respective  members (each,  an  "Indemnitee")  shall be liable for any
action they may take or fail to take with  respect to the Plan other than in bad
faith,  and  the  Company  shall  defend,  indemnify,  and  hold  harmless  each
Indemnitee for any such action or inaction.

          Article 6. Eligibility to Make an Election.  Any Director may elect to
have his Fees for any calendar year paid by the Company either as Cash or shares
of Common Stock, or any combination  thereof  (subject to the rules hereof),  by
filing his written election ("Election") with the Chief Financial Officer of the
Company or his designee in accordance  with the terms of the Plan. If a Director
fails to make a timely  Election,  the Fees shall be paid  entirely  in Cash.  A
director filing an Election shall specify in the Election the percentage of each
Fee  (up  to  100%)  to be  paid  in  the  form  of  Common  Stock  (the  "Stock
Percentage").

          Article  7. The amount of the Fees  shall be  determined  from time to
time by the Company in its sole discretion, subject to the following rules:

                  (a) The  dollar  amount  of the  Fees  (including  any  annual
         retainer  fee and any per  meeting  fee) for each  calendar  year  with
         respect to any Director  shall be  determined  by the Company  prior to
         January 1 of such year.  With respect to calendar  year 1997,  the Fees
         shall be set at the same levels as the  comparable  Fees  applicable in
         1996.

                  (b)  With  respect  to each Fee  payable  to a  Director  in a
         particular  calendar year, the portion,  if any, of such Director's Fee
         to be payable in Common  Stock shall be that number of shares of Common
         Stock  (rounded  down to the  nearest  whole  number)  equal to (i) the
         product of such Director's Stock Percentage multiplied by such Fee (the
         "Stock  Amount"),  divided by (ii) the Fair  Market  Value (as  defined
         below) of one share of Common  Stock on December 31 of the  immediately
         preceding calendar year (the "December Value").

                  (c)  With  respect  to each Fee  payable  to a  Director  in a
         particular  calendar year, the portion,  if any, of such Director's Fee
         to be payable in Cash shall  equal the sum of (i) the dollar  amount of
         such Fee minus the Director's  Stock Amount and (ii) to the extent that
         such Director  would have been  entitled to a fractional  share but for
         the  requirement  to round down as set forth in Section 7(b) hereof,  a
         cash amount equal to such fraction multiplied by the December Value.

                  (d) "Fair Market  Value" shall mean the fair market value of a
         share of Common Stock on the relevant  date. If on such date the Common
         Stock is listed  on a stock  exchange  or is  quoted  on the  automated
         quotation system of NASDAQ,  the Fair Market Value shall be the closing
         sale price (or if such price is  unavailable,  the  average of the high
         bid price and the low asked  price) on such  date.  If no such  closing
         sale price or bid and asked prices are available, the Fair Market Value
         shall be determined  in good faith by the Committee in accordance  with
         generally accepted  valuation  principles and such other factors as the
         Committee reasonably deems relevant.

                  (e) The total of all Cash and the aggregate December Value for
         all shares of Common  Stock  payable to a Director  as his Fees for any
         calendar  year shall equal the Fees  payable to such  Director for such
         year,  and shall be payable to the  Director  at or about the time that
         Fees are regularly paid to members of the Company's Board of Directors.

          Article 8. Election. The form of Election shall be a form approved for
use by the Committee with respect to the Plan. In order to be effective for Fees
payable with respect to a particular calendar year, such Election must be signed
by the  applicable  Director and  delivered  to the  Company's  Chief  Financial
Officer or his designee  prior to January 1 of such calendar  year,  except that
with respect to calendar year 1997, such Election must be delivered by April 29,
1997.

          Article 9. Eligibility for Deferral Treatment.  Any Director may elect
to become a participant  ("Participant")  in the deferral aspects of the Plan by
filing a written notice of participation  ("Notice of  Participation")  with the
Committee in such form as shall be prescribed by the Committee.

          Article  10.  Deferred  Compensation.  Subject  to an  exception  with
respect to calendar year 1997 described in Article 11 below, any Participant may
elect each  calendar  year, in  accordance  with Article 11 below,  to defer the
payment by the Company of his Common  Stock  Portion  which would  otherwise  be
distributable  under the Plan during the following  calendar year. The number of
shares of Common Stock represented by any Common Stock Portion deferred pursuant
to this  Article 10 shall be recorded by the Company in a deferred  compensation
account  (the  "Account")  that is  maintained  by the  Company on its books and
records in the name of the  Participant.  The Account shall be credited,  on the
dates (the "Fee  Dates")  that the Fees for any  calendar  year would be payable
(but for the  Participant's  deferral  election  hereunder),  with the number of
shares of Common Stock representing the Common Stock Portion as to which payment
has been deferred by the  Participant  under the Plan. The Company shall furnish
each  Participant  with a  statement  of his  Account at least  annually,  which
statement shall reflect,  for each such year, (a) the number of shares of Common
Stock  credited to such  Participant's  Account,  (b) the dollar  amount of such
Participant's  Fees represented by such shares, and (c) the Fair Market Value on
the applicable Fee Dates.

          Article 11. Election To Defer Compensation.  The Participation  Notice
by which a  Participant  elects to defer his Fees  pursuant to the Plan shall be
signed by the  Participant,  dated and delivered to the  Committee  prior to (a)
January 1 of the calendar year in which the Fees to be deferred would  otherwise
be  distributable  to the  Participant for any calendar year after 1997, and (b)
April 29, 1997,  with respect to the deferral of any Fees which would  otherwise
be  distributable  to the Participant in 1997 after April 29, 1997. Any deferral
election made by a  Participant  shall be  irrevocable  with respect to any Fees
covered by such election.  If a Director fails to file a Participation Notice on
a  timely  basis,  he shall  be  deemed  to have  waived  any  right he may have
hereunder to defer the associated Fee.

          Article 12.  Adjustments.  In the event that the outstanding shares of
Common Stock are hereafter increased,  decreased, changed into, or exchanged for
a  different   number  or  kind  of  shares  or   securities   through   merger,
consolidation,   combination,   exchange   of  shares,   other   reorganization,
recapitalization,  reclassification,  stock  dividend,  stock split,  or reverse
stock split, an appropriate and  proportionate  adjustment  shall be made by the
Committee  in the  number and kind of shares as to which  distribution  is to be
made under the Plan and in the number of shares of Common  Stock  subject to the
Plan.

          Article 13. Privileges of Stock Ownership; Dividends.

                  (a) No Director  shall have any of the rights or privileges of
          a stockholder of the Company in respect of any shares of Common Stock 
          to be paid under the Plan until certificates  representing such shares
          have been issued by the Company and delivered to the Participant.

                  (b) A Director's Account shall not be credited with any amount
          with respect to  any  dividends  or  other  distributions paid by the 
          Company on its outstanding Common Stock.

          Article 14. Distribution.  With respect to deferred Fees, distribution
of a Participant's Account shall be made as follows:

                  (a) The  number  of  shares of  Common  Stock  representing  a
         Director's  deferred  Fees with respect to any calendar  year  (rounded
         down to the nearest whole number) shall be  distributed  by the Company
         to such  Participant  on the  earlier  of (i)  February  1 of the fifth
         calendar  year  following  the  calendar  year for which such Fees were
         earned or (ii) the date on which such  Director  ceases  serving on the
         Board for any reason.

                  (b)  The  distribution  by the  Company  of a  certificate  or
         certificates  for the number of shares of Common Stock  representing  a
         Participant's  deferred  Fees  shall  be a  complete  discharge  of the
         Company's liability hereunder with respect to such number of shares. No
         fractional  shares shall be distributed  pursuant to the Plan..  To the
         extent that a  Participant  would have been  entitled  to a  fractional
         share but for the  requirement  to round down as set forth in  Sections
         14(b)  and  14(c)  hereof,  a  cash  amount,  equal  to  such  fraction
         multiplied by the Fair Market Value of one share of Common Stock on the
         date of distribution, shall be paid to such Participant.

          Article  15. Tax  Withholding.  The  delivery  of any shares of Common
Stock shall be subject to the  condition  that if at any time the Company  shall
determine, in its discretion,  that the satisfaction of withholding tax or other
withholding liabilities under any state or federal law is necessary or desirable
as a condition of, or in connection with, such delivery pursuant hereto, then no
such shares shall be delivered  unless and until such  withholding  tax or other
withholding  liabilities shall have been satisfied in a manner acceptable to the
Company.

          Article 16.  Investment  Letter;  Restrictions  or  Obligation  of the
Company to Issue  Securities;  Restrictive  Legend.  Any person acquiring Common
Stock  or other  securities  of the  Company  under  the  Plan,  as a  condition
precedent  to such  acquisition,  may be required by the  Committee  to submit a
letter  to the  Company  stating  that  the  shares  of  Common  Stock  or other
securities  are  being  acquired  for  investment  and  not  with a view  to the
distribution  thereof. The Company shall not be obligated to issue any shares of
Common Stock or other securities  pursuant to the Plan unless,  on the date such
shares or other  securities  otherwise  would be  issued,  such  shares or other
securities are either  registered  under the Securities Act of 1933, as amended,
and  all  applicable  state   securities  laws,  or  exempt  from   registration
thereunder.  If, pursuant to the immediately preceding sentence,  the Company is
not so  obligated  to issue  such  shares  on such  date,  it  shall  pay to the
applicable  Director  in Cash the Fair  Market  Value (as of such  date) of such
shares otherwise  distributable under the Plan to such Director on such date. If
applicable,  all shares of Common Stock and other securities  issued pursuant to
the Plan  shall  bear a  restrictive  legend  summarizing  the  restrictions  on
transferability applicable thereto, including those imposed by federal and state
securities laws.

          Article  17.  Participant's  Rights  Unsecured.   The  rights  of  any
Participant  or his designated  beneficiary  to receive a  distribution  from an
Account  hereunder in shares of Common Stock shall be an unsecured claim against
the  general  assets  of the  Company,  and  neither  the  Participant  nor  his
designated  beneficiary  shall have any rights in or against any amount credited
to the  Participant's  Account or any other specific assets of the Company.  The
number of such  shares  credited to an Account  shall  constitute  an  unsecured
promise of the Company to pay such  shares.  The Company  may,  but shall not be
obligated to, acquire  shares of Common Stock from time to time in  anticipation
of its  obligation to make  distributions  under the Plan, but no Participant or
beneficiary shall have any rights in or against any shares so acquired. All such
shares shall constitute  general assets of the Company and may be disposed of by
the  Company at such  time(s)  and for such  purpose(s)  as the Company may deem
appropriate.

          Article  18.  Non-Transferability.  The  rights of a  Director  or any
beneficiary  to any payment  under the Plan may not be  anticipated,  alienated,
sold, transferred, assigned, pledged, encumbered, attached, or garnished, except
(a) by will or by laws of descent and  distribution,  or (b) as otherwise may be
required by law.

          Article 19. Plan Amendments. The Board may amend the Plan at any time,
without the consent of any person;  provided,  however,  that no such  amendment
shall divest any  Participant  or  beneficiary of the number of shares of Common
Stock credited to the  Participant's  Account or of any rights to which he would
have been  entitled  if the Plan had been  terminated  immediately  prior to the
effective date of such amendment or of any unpaid Fees  theretofore  earned by a
Director.

          Article 20. Plan Termination.  The Board may terminate the Plan at any
time.  Upon  termination of the Plan,  payment of the number of shares of Common
Stock credited to a Participant's Account shall be made in the manner and at the
time heretofore  prescribed.  No additional credits shall be made to the Account
of a Participant following termination of the Plan.

          Article 21.  Expenses.  Costs of  administration  of the Plan shall be
paid by the Company.

          Article 22. Notices.  Any notice or election  required or permitted to
be given hereunder shall be in writing and shall be deemed to be filed:

              (a)      on the date it is personally delivered to the Committee 
     or its designee; or

              (b)      three  business  days  after  it is  sent by  registered 
      or  certified  mail,  addressed  to the Committee or its designee.

          Article  23.  Authorized  Shares.  A total of 40,000  shares of Common
Stock shall be authorized for issuance pursuant to the Plan.

          Article 24. Governing Law. The Plan shall be governed by and construed
in accordance with the law of the State of New Jersey,  without giving effect to
its choice of law doctrine.

          Article  25.  Pronouns.  The  pronouns  used  in the  Plan  are in the
masculine  gender but shall be construed as feminine or neuter as occasions  may
require.

<PAGE>


              Director's Election to Defer Benefits Pursuant to the
           Dialogic Corporation Director Stock Election/Deferral Plan


     Pursuant to the Dialogic Corporation Director Stock  Election/Deferral Plan
(the "Plan"), the undersigned hereby makes the following election:


          I hereby elect to defer,  as provided in the Plan,  the receipt of all
          such shares of common stock ("Common  Stock") of Dialogic  Corporation
          (the  "Company")  payable to me, as my Director's Fees to be earned in
          connection  with the  performance  of my  services  as a member of the
          Board of Directors of the Company for the calendar year 199_.

          I hereby designate  ____________________________  as my beneficiary to
          receive the total number of such shares  allocated to my Account under
          the Plan  which have not been paid to me on or prior to the date of my
          death.




                                            ---------------------------------
                                            Director's Signature


                                            Director's Name


Date


<PAGE>


 Director's Election Regarding Payment of the Fees Payable under the Dialogic 
                Corporation Director Stock Election/Deferral Plan


          Pursuant to the Dialogic Corporation Director Stock  Election/Deferral
Plan (the "Plan"),  the undersigned  hereby elects to have the amount payable to
me by Dialogic  Corporation (the "Company") as my Director Fees, to be earned in
connection  with the  performance  of my  services  as a member  of the Board of
Directors of the Company for the year 199__, paid to me in the following form:

         |_|      Paid 100% in Cash

         |_|      Paid 100% in whole shares of Common Stock, with any fractional
                  shares payable in Cash

         |_|      Paid ____% in whole shares of Common Stock, with any balance 
                  payable in Cash



                                               ---------------------------------
                                               Director's Signature


                                               Director's Name

                                               Date