EXHIBIT 10.14


                  COMMON STOCK AND WARRANT PURCHASE AGREEMENT

          This COMMON STOCK AND WARRANT PURCHASE AGREEMENT (this"Agreement") is
made as of the 1st day of March, 1999 between Dialogic Corporation, a New Jersey
corporation (the "Company"), and Microsoft Corporation, a Washington corporation
(the "Purchaser").

                                    RECITALS

          WHEREAS,  the  Company  desires  to  sell  to the  Purchaser,  and the
Purchaser  desires to purchase from the Company,  shares of the Company"s Common
Stock, no par value (the "Common Stock"), and a warrant to purchase Common Stock
(the "Warrant") on the terms and conditions set forth in this Agreement.

          NOW, THEREFORE,  in consideration of the foregoing recital, the mutual
promises hereinafter set forth, and other good and valuable  consideration,  the
receipt and  sufficiency  of which are hereby  acknowledged,  the parties hereto
agree as follows:

                                    SECTION 1

             Agreement to Purchase and Sell Common Stock and Warrant

          Upon the terms and subject to the  conditions of this  Agreement,  the
Company  hereby agrees to sell to the  Purchaser,  and the  Purchaser  agrees to
purchase from the Company, 860,681 shares of Common Stock (the "Shares") and the
Warrant,  which shall entitle the holder  thereof to purchase  279,869 shares of
Common  Stock  (the  "Warrant  Shares"),  for an  aggregate  purchase  price  of
$24,228,170.15.  The Warrant shall be exercisable at an exercise price of $35.19
per Warrant Share,  for an aggregate  purchase price of $9,848,590.  The Warrant
shall be in the form attached as Exhibit A.

                                    SECTION 2

                            Delivery; Payment; Legend

          2.1 Closing  Date.  The Closing of the purchase and sale of the Shares
and  Warrant  hereunder  (the "Closing")  shall be held  upon the  exchange  via
facsimile  of  executed  signature  pages  of all  documents  required  by  this
Agreement, together with the deliveries contemplated by Section 2.2 (the date of
the Closing being  hereinafter  referred to as the "Closing Date").  Each of the
Company  and the  Purchaser  covenant  to  deliver  originals  of each  document
promptly following the Closing Date.

          2.2 Delivery and Payment. At the Closing,  the Company will deliver to
the  Purchaser  a  duly  executed  Warrant  and a  certificate  or  certificates
representing  the Shares  against  payment of the  aggregate  purchase  price of
$24,228,170.15  by wire transfer of  immediately  available  funds to an account
designated by the Company.

          2.3 Legend.  The certificate or certificates  representing  the Shares
shall be subject to a legend  restricting  transfer  under the Securities Act of
1933,  as amended  (the  "Securities  Act") and  referring  to  restrictions  on
transfer herein, such legend to be substantially as follows:

               "The  shares  represented  by this  certificate  have been issued
     without registration under the Securities Act of 1933, as amended, or under
     any state securities law. Such shares may not be sold or transferred in the
     absence  of  such   registration  or  an  opinion  of  counsel   reasonably
     satisfactory  to the Company as to the  availability  of an exemption  from
     registration.

               The  shares  represented  by  this  certificate  are  subject  to
     restrictions  on transfer set forth in a Common Stock and Warrant  Purchase
     Agreement  dated as of March 1, 1999  between  the  Company  and  Microsoft
     Corporation,  a copy  of  which  agreement  may be  obtained  at no cost by
     written  request  made by the holder of record of this  certificate  to the
     secretary of the Company at the Company's principal executive offices."

          The Company  agrees  (i) to  remove the legend set forth in the second
preceding  paragraph  upon (a)  receipt of a request  from the  Purchaser  after
registration  of the  Shares  under the  Securities  Act in which the  Purchaser
represents  that  the  Shares  are  being  sold or  otherwise  transferred  in a
transaction of the character (including lending of securities)  described in the
plan of distribution of the registration statement applicable to such Shares, or
(b)  receipt  of  an  opinion  of  counsel  in  form  and  substance  reasonably
satisfactory  to the Company that the Shares are  eligible for transfer  without
registration under the Securities Act and (ii) to remove the legend set forth in
the  immediately  preceding  paragraph at such time with respect to those Shares
that may be transferred  from time to time upon the termination of the covenants
of Section 7 as provided for in Section 8.3.

                                    SECTION 3

                  Representations and Warranties of the Company

          The  Company  hereby  represents  and  warrants  to the  Purchaser  as
follows:

          3.1  Organization.  The Company is a  corporation  duly  organized and
validly  existing  under  the  laws of the  State of New  Jersey  and is in good
standing under such laws. The Company has the requisite  corporate  power to own
and operate its properties and assets, and to carry on its business as presently
conducted and as contemplated by the Development and License Agreement  referred
to in  Section  5.6.  The  Company  is  qualified  to do  business  as a foreign
corporation in each  jurisdiction  in which the ownership of its property or the
nature of its business requires such qualification,  except where the failure to
be so qualified  would not have a materially  adverse  effect on the Company and
its subsidiaries, taken as a whole.

          3.2  Authorization.  All  corporate  action on the part of the Company
necessary for the  authorization,  execution,  delivery and  performance of this
Agreement and the Warrant by the Company, and the authorization,  sale, issuance
and delivery of the Shares  hereunder  have been taken.  This  Agreement and the
Warrant  constitute  legal,  valid  and  binding   obligations  of  the  Company
enforceable  in  accordance  with  their  respective  terms,  subject to laws of
general application relating to bankruptcy, insolvency and the relief of debtors
and rules of law  governing  specific  performance,  injunctive  relief or other
equitable remedies. Upon their issuance and delivery pursuant to this Agreement,
the Shares will be validly issued,  fully paid and  nonassessable.  The issuance
and sale of the Shares will not give rise to any preemptive  rights or rights of
first refusal on behalf of any person in existence on the date hereof.

          3.3 No Conflict.  The execution and delivery of this Agreement and the
Warrant do not, and the consummation of the transactions contemplated hereby and
thereby will not, conflict with, or result in any violation of, or default (with
or  without  notice  or lapse  of time,  or  both),  or give  rise to a right of
termination,  cancellation  or  acceleration of any obligation or to a loss of a
material   benefit  under,   any  provision  of  the  Restated   Certificate  of
Incorporation  or Bylaws,  as amended to date,  of the Company or any  mortgage,
indenture,   lease  or  other  agreement  or  instrument,   permit,  concession,
franchise,  license,  judgment,  order, decree, statute, law, ordinance, rule or
regulation  applicable to the Company,  its properties or assets,  the effect of
which would have a material adverse effect on the Company and its  subsidiaries,
taken as a whole,  or  materially  impair or  restrict  the  Company's  power to
perform its obligations as contemplated under said agreements.

          3.4 SEC  Documents.  The  Company  has  filed  all  required  reports,
schedules,  forms,  statements and other  documents  required to be filed by the
Company with the Securities and Exchange  Commission  (the "SEC") since December
31, 1997 (the "SEC Documents").  As of their respective dates, the SEC Documents
complied in all material respects with requirements of the Securities Act or the
Securities  Exchange Act of 1934, as amended (the "Exchange  Act"),  as the case
may  be  and  the  rules  and  regulations  of the  SEC  promulgated  thereunder
applicable to such SEC Documents,  and none of the SEC Documents,  except to the
extent  that  information  contained  in any SEC  Document  has been  revised or
superseded  by a later Filed SEC  Document  (as defined  below),  contained  any
untrue statement of a material fact or omitted to state a material fact required
to be stated  therein or necessary in order to make the statements  therein,  in
light of the  circumstances  under  which they were made,  not  misleading.  The
financial  statements of the Company included in the Company's Form 10-K for the
year ended  December 31, 1997 and the Form 10-Q for the period  ended  September
30, 1998 comply as to form in all material  respects with applicable  accounting
requirements  and the published  rules and  regulations  of the SEC with respect
thereto,   have  been  prepared  in  accordance  with  U.S.  generally  accepted
accounting  principles ("GAAP") (except, in the case of unaudited  statements as
permitted  by Form 10-Q of the SEC)  applied on a  consistent  basis  during the
periods  involved  (except  as  may be  indicated  in the  notes  thereto  or as
described  in  writing to the  Purchaser  prior to the date  hereof)  and fairly
present the consolidated  financial position of the Company and its consolidated
subsidiaries  as of the dates  thereof  and the  consolidated  results  of their
operation  and  cashflows  for the periods then ending in  accordance  with GAAP
(subject,  in the case of the  unaudited  statements,  to normal  year end audit
adjustments).  Except as set forth in the Filed SEC  Documents  and  except  for
liabilities  that have arisen in the ordinary  course of business  subsequent to
September  30,  1998,  neither the Company nor any of its  subsidiaries  has any
material  liabilities or obligations of any nature (whether  accrued,  absolute,
contingent  or  otherwise)  required  by GAAP to be set forth on a  consolidated
balance sheet of the Company and its  consolidated  subsidiaries or in the notes
thereto and which can  reasonably be expected to have a material  adverse effect
on the Company and its subsidiaries taken as a whole.

          3.5 Absence of Certain  Changes or Events.  Except as disclosed in the
SEC  Documents  filed and publicly  available  (either on the EDGAR system or by
delivery to the  Purchaser)  prior to the date of this Agreement (the "Filed SEC
Documents"),  since the date of the most  recent  audited  financial  statements
included  in the Filed SEC  Documents,  there has not been (i) any  declaration,
setting aside or payment of any dividend or distribution (whether in cash, stock
or property) with respect to any of the Company's capital stock, (ii) any split,
combination or  reclassification  of any of its capital stock or any issuance or
the authorization of any issuance of any other securities in respect of, in lieu
of or in  substitution  for  shares of its  capital  stock,  (iii)  any  damage,
destruction or loss of property,  whether or not covered by insurance,  that has
or is  likely  to  have a  material  adverse  effect  on  the  Company  and  its
subsidiaries  taken  as a whole,  or (iv)  any  change  in  accounting  methods,
principles  or  practices  by  the  Company  materially  affecting  its  assets,
liabilities,  or business,  except insofar as may have been required by a change
in GAAP.

          3.6 Governmental  Consent,  etc. In reliance on the representations of
the Purchaser  contained  herein,  no consent,  approval or authorization of, or
designation,  declaration or filing with, any governmental authority on the part
of the Company is required in connection  with the valid  execution and delivery
of  this  Agreement,  or the  offer,  sale or  issuance  of the  Shares,  or the
consummation of any other transaction  contemplated hereby,  except such filings
as may be  required  to be made  with the SEC and the  National  Association  of
Securities  Dealers,  Inc. There is no order in effect  enjoining or restricting
the Company from  executing,  delivering  or  performing  this  Agreement or the
Warrant.

          3.7  Litigation.  Except as is disclosed  in the Filed SEC  Documents,
there is no suit, action or proceeding pending against the Company or any of its
subsidiaries  that,  individually  or in  the  aggregate,  would  reasonably  be
expected  to  (i)  have  a  material  adverse  effect  on the  Company  and  its
subsidiaries taken as a whole, (ii) impair the ability of the Company to perform
its  obligations  under this  Agreement and the Warrant,  or  (iii) prevent  the
consummation of any of the transactions contemplated by said agreements.

          3.8 Capitalization.

          (a) As of the date of this Agreement,  the authorized capital stock of
the Company consists of 60,000,000 shares of the Common Stock, no par value, and
10,000,000 shares of preferred stock, no par value, of the Company (the "Company
Preferred Stock").

          (b) As of December 31, 1998, there were (1)  15,895,041  shares of the
Common Stock issued and outstanding, (2) 392,500 shares of the Common Stock held
in the treasury of the  Company,  (3) no shares of the Company  Preferred  Stock
issued  and  outstanding,  (4) 3,179,428  shares of Common  Stock  reserved  for
issuance upon exercise of outstanding awards under the Company's stock incentive
plans granted to current or former  employees,  directors or  consultants of the
Company and its subsidiaries,  (5) 1,813,924 shares of Common Stock reserved for
issuance  under  awards not then granted  under the  Company's  stock  incentive
plans,  and (6) 85,419  shares of Common Stock  reserved for issuance  under the
Company's  stock  purchase  plan. On February 22, 1999,  the Company's  board of
directors approved,  subject to stockholder  approval, an increase in the number
of shares covered by such stock purchase plan by 200,000 shares of Common Stock.

          (c) All  outstanding  shares of the Common Stock are duly  authorized,
validly issued, fully paid and nonassessable, free from any liens created by the
Company with  respect to the  issuance  and delivery  thereof and not subject to
preemptive rights.

          3.9 Registration Rights. No person has the right to register shares of
Common Stock on the registration  statement  required to be filed by the Company
pursuant to Section 7.2 of this Agreement.

                                    SECTION 4

                 Representations and Warranties of the Purchaser

          The  Purchaser  hereby  represents  and  warrants  to the  Company  as
follows:

          4.1  Organization.  The Purchaser is a corporation  duly organized and
validly  existing under the laws of the State of Washington,  with all requisite
corporate  power  and  authority  to own,  lease  and  operate  its  assets  and
properties and to conduct its business as now being conducted.

          4.2  Authority.  All  corporate  action  on the part of the  Purchaser
necessary for the  authorization,  execution,  delivery and  performance of this
Agreement by the Purchaser has been taken. This Agreement has been duly executed
and  delivered by the  Purchaser and  constitutes  the legal,  valid and binding
obligation of the Purchaser,  enforceable in accordance with its terms,  subject
to laws of general application relating to bankruptcy, insolvency and the relief
of debtors and rules of law governing specific performance, injunctive relief or
other  equitable  remedies.  The execution and delivery of the Agreement do not,
and the consummation of the transactions  contemplated hereby will not, conflict
with or result in any  violation of any  obligation  under any  provision of the
Articles of  Incorporation  (as restated and amended) or Bylaws of the Purchaser
or any judgment,  order,  decree,  statute,  law, ordinance,  rule or regulation
applicable to the Purchaser.

          4.3 Investment.  The Purchaser is acquiring the Shares and the Warrant
for  investment for its own account,  not as a nominee or agent,  and not with a
view to,  or for  resale in  connection  with,  any  distribution  thereof.  The
Purchaser  understands  that the Shares and the Warrant have not been registered
under the Securities Act by reason of a specific exemption from the registration
provisions of the  Securities  Act which depends upon,  among other things,  the
bona fide nature of the  investment  intent and the accuracy of the  Purchaser's
representations and warranties contained herein.

          4.4  Disclosure of  Information.  The Purchaser has had full access to
all  information  it  considers  necessary  or  appropriate  to make an informed
investment  decision with respect to the Shares to be purchased by the Purchaser
under  this  Agreement  and  the  Warrant.  The  Purchaser  further  has  had an
opportunity to ask questions and receive answers from the Company  regarding the
terms and conditions of the offering of the Shares and the Warrant and to obtain
additional  information  necessary  to verify any  information  furnished to the
Purchaser or to which the Purchaser had access.

          4.5 Investment Experience. The Purchaser understands that the purchase
of  the  Shares  and  Warrant  involves  substantial  risk.  The  Purchaser  has
experience as an investor in securities of companies and acknowledges that it is
able to fend for itself,  can bear the economic  risk of its  investment  in the
Shares and the Warrant and has such  knowledge  and  experience  in financial or
business  matters that it is capable of evaluating  the merits and risks of this
investment  in the Shares and the Warrant and  protecting  its own  interests in
connection with this investment.

          4.6  Accredited  Investor  Status.  The  Purchaser  is an  "accredited
investor"  within the meaning of Regulation D promulgated  under the  Securities
Act.

          4.7 Restricted  Securities.  The Purchaser understands that the Shares
to be purchased by the Purchaser  hereunder and the Warrant are characterized as
"restricted  securities"  under the  Securities  Act  inasmuch as they are being
acquired from the Company in a transaction  not involving a public  offering and
that  under  the  Securities  Act and  applicable  regulations  thereunder  such
securities may be resold without  registration  under the Securities Act only in
certain  limited  circumstances.  The Purchaser is familiar with Rule 144 of the
Securities Act, as presently in effect,  and understands the resale  limitations
imposed  thereby and by the Securities Act. The Purchaser  understands  that the
Company is under no obligation to register any of the Shares sold  hereunder and
the Warrant  except as provided in Section 7.2. The Purchaser  shall not dispose
of the Shares,  the Warrant or the Warrant  Shares other than pursuant to offers
and sales  which are  either (a)  registered  under the  Securities  Act and any
applicable state securities law or (b) in the opinion of counsel satisfactory to
the Company, exempt from the registration requirements of the Securities Act and
any applicable securities law.

          4.8 Passive  Investor.  The Purchaser is acquiring the Shares  "solely
for the purpose of  investment"  as such phrase is defined in 16 C.F.R.  Section
801.1(i)(1)  and  the  Purchaser  has  no  intention  of  participating  in  the
formulation,  determination or direction of the basic business  decisions of the
Company.

          4.9 Governmental Consent,  etc. No consent,  approval or authorization
of, or designation,  declaration or filing with, any  governmental  authority on
the part of the Purchaser is required in connection with the valid execution and
delivery of this Agreement or the  consummation of any transaction  contemplated
hereby.  There is no order in effect enjoining or restricting the Purchaser from
executing, delivering or performing this Agreement.


                                    SECTION 5

                    Conditions to Obligation of the Purchaser

          The  Purchaser's  obligation  to purchase the Shares at the Closing is
subject to the  fulfillment  on or prior to the  Closing  Date of the  following
conditions:

          5.1  Representations  and Warranties.  Each of the representations and
warranties of the Company contained in Section 3 will be true and correct on and
as of the date hereof and on and as of the Closing  Date with the same effect as
though such representations and warranties had been made as of the Closing Date.
The  Purchaser  shall have  received a  certificate  signed by an officer of the
Company to such effect on the  Closing  Date,  except  that no such  certificate
shall be necessary if this Agreement is executed on the Closing Date.

          5.2 Covenants.  All covenants,  agreements and conditions contained in
this  Agreement  to be  performed by the Company on or prior to the Closing Date
shall  have been  performed  or  complied  with in all  material  respects.  The
Purchaser shall have received a certificate  signed by an officer of the Company
to such effect on the Closing  Date,  except that no such  certificate  shall be
necessary if this Agreement is executed on the Closing Date.

          5.3 No Order Pending;  Governmental Consent, etc. There shall not then
be in effect any order enjoining or restraining the transactions contemplated by
this Agreement.

          5.4 No Law Prohibiting or Restricting Sale of the Shares.  There shall
not be in effect any law, rule or regulation prohibiting or restricting the sale
of the Shares,  or  requiring  any consent or approval of any person which shall
not have been obtained to issue the Shares.

          5.5 Warrant. The Company shall have executed and delivered the Warrant
substantially in the form attached hereto as Exhibit A.

          5.6.  Development  Agreement.  The  Company  shall have  executed  and
delivered  a  Development  and License  Agreement  in a form  acceptable  to the
Purchaser.

          5.7 Opinion of Counsel.  The Purchaser  shall have received an opinion
dated as of the Closing Date of Lowenstein  Sandler PC,  counsel to the Company,
substantially in the form attached as Exhibit 5.7.

                                    SECTION 6

                     Conditions to Obligation of the Company

          The  Company's  obligation to sell and issue the Shares at the Closing
is subject to the  fulfillment  on or prior to the Closing Date of the following
conditions:

          6.1 Representations and Warranties. The representations and warranties
of the  Purchaser  contained  in Section 4 will be true and correct on and as of
the date hereof and on and as of the Closing Date with the same effect as though
such  representations  and  warranties had been made as of the Closing Date. The
Company shall have  received a certificate  signed on behalf of the Purchaser by
an officer of the Purchaser to such effect on the Closing  Date,  except that no
such certificate shall be necessary if this Agreement is executed on the Closing
Date.

          6.2 Covenants.  All covenants,  agreements and conditions contained in
this  Agreement to be performed by the Purchaser on or prior to the Closing Date
shall have been performed or complied with in all material respects. The Company
shall  have  received  a  certificate  signed on behalf of the  Purchaser  by an
officer of the Purchaser to such effect on the Closing Date, except that no such
certificate  shall be  necessary  if this  Agreement  is executed on the Closing
Date.

          6.3 No Order  Pending.  There  shall not then be in  effect  any order
enjoining or restraining the transactions contemplated by this Agreement.

          6.4 No Law  Prohibiting or Restricting  the Sale of the Shares.  There
shall not be in effect any law, rule or regulation  prohibiting  or  restricting
the sale of the Shares, or requiring any consent or approval of any person which
shall not have been obtained to issue the Shares with full benefits afforded the
Common Stock (except as otherwise provided in this Agreement).

          6.5 Opinion of Counsel.  The  Company  shall have  received an opinion
dated as of the  Closing  Date of  Preston  Gates & Ellis  LLP,  counsel  to the
Purchaser, substantially in the form attached as Exhibit 6.5.

                                    SECTION 7

                            Covenants of the Parties

          7.1 Restrictions on Transfer of Shares.

          (a)  Limitations  in the First Year.  Except as otherwise  provided in
Section 7.1(c),  for a period of one year from the date of this  Agreement,  the
Purchaser  shall not sell or transfer (i) any Shares  acquired  pursuant to this
Agreement,  (ii) the Warrant or any portion  thereof or (iii) any Warrant Shares
acquired upon exercise of the Warrant.

          (b)  Limitations in the Second Year.  Except as otherwise  provided in
Section 7.1(c),  after the first  anniversary of the execution of this Agreement
until the second anniversary  thereof,  the Purchaser shall not sell or transfer
more than 50% of the Shares (i.e.,  the Purchaser may sell or transfer up to 50%
of the Shares without restriction),  shall not sell or transfer more than 50% of
the Warrant Shares that may be acquired upon exercise of the Warrant (i.e.,  the
Purchaser  may  sell  or  transfer  up to 50% of  such  Warrant  Shares  without
restriction) and shall not sell or transfer the Warrant or any portion thereof.

          (c)  Exceptions to Limitations  on Transfer.  Sections  7.1(a) and (b)
shall not apply as follows:

               (1) If (i) the  Purchaser  terminates,  pursuant to Section  14.2
thereof,  the  Development  and  License  Agreement  referred  to in Section 5.6
executed and delivered by the parties  hereto  concurrent  with the execution of
this Agreement (the "Development and License  Agreement");  (ii) the Company and
Purchaser  mutually agree to terminate the  Development  and License  Agreement;
(iii) the Company  terminates  the  Development  and License  Agreement  without
cause;   or  (iv)  the  Company  shall   consummate  a  merger,   consolidation,
reclassification,  recapitalization, reorganization or similar transaction or be
the subject of a tender  offer where the offeror has  announced  the purchase of
more  than  fifty  percent  (50%)  of  the  outstanding  shares  and  for  which
shareholder  withdrawal  rights have expired,  so that, the  stockholders of the
Company immediately prior to any such transactions described in this clause (iv)
do not,  immediately  after such  transaction,  have more than 50% of the voting
power thereof.

               (2)  In  the  event  that  there  shall   occur  an   "Insolvency
Proceeding"  involving the Company. The term "Insolvency  Proceeding" shall mean
(i) an  assignment for the benefit of creditors,  (ii) the filing by the Company
of a petition  to have the  Company  adjudged  insolvent,  bankrupt or seeking a
reorganization or liquidation  under any law relating to bankruptcy,  insolvency
or  receivership,  (iii) an  appointment  of a receiver  or  trustee  for all or
substantially  all of the assets of the  Company  unless  appointed  without the
Company's  consent,  in which case if after sixty (60) days such appointment has
not been vacated or stayed, (iv) a public admission in writing by the Company of
the Company's inability to pay its debts as they become due, or (v) the adoption
of a plan of  liquidation  or  dissolution  by the  board  of  directors  of the
Company.

               (3) The  Purchaser  may transfer the Shares,  the Warrant and the
Warrant  Shares to any entity of which the  Purchaser  owns more than 50% of the
voting power thereof (a "Controlled  Entity"), so long as such Controlled Entity
agrees to hold such Shares,  the Warrant and such Warrant  Shares subject to all
the  provisions  of this  Agreement,  including  this Section 7.1, and agrees to
transfer  such Shares,  the Warrant and such Warrant  Shares to the Purchaser or
another  Controlled  Entity of the  Purchaser  if it  ceases to be a  Controlled
Entity of the Purchaser.

               (4)  After  the  second  anniversary  of the  execution  of  this
Agreement,  the  Purchaser  may sell or transfer  any or all of the Shares,  the
Warrant and the Warrant Shares without any restriction under this Section 7.

               (5) The  restrictions  on  transfer  in this  Section 7 shall not
prevent  the  Purchaser  from  entering  into  bona  fide  hedging  transactions
(including any derivative  transaction)  with one or more nationally  recognized
investment banking firms as a means to hedge fluctuations in the market price of
the Shares,  provided that such transactions do not impair, in any respect,  the
Company's  reliance  upon  Section  4(2) of the  Securities  Act to  exempt  the
issuance of the Shares, the Warrant and the Warrant Shares from the registration
requirements  of the  Securities Act or the Company's  reliance upon  exemptions
from the registration requirements of applicable state securities laws.

          7.2  Registration  of Shares.  (a) On or before  April 16,  1999,  the
Company shall  register  440,681 of the Shares and all of the Warrant Shares for
resale by filing with the SEC a registration  statement on Form S-3 (electing to
rely on rule  415)  and  shall  thereafter  use its  best  efforts  to have  the
registration statement declared effective as promptly as practicable.

          (b) On or before  January 15,  2000,  the Company  shall  register the
Shares  not  previously   registered  for  resale  by  filing  with  the  SEC  a
registration  statement  on Form S-3  (electing  to rely on rule  415) and shall
thereafter  use its best  efforts to have the  registration  statement  declared
effective as promptly as practicable.

          (c) The Company will provide the Purchaser the  opportunity to comment
on the  registration  statements  prior to its filing and will  incorporate  the
Purchaser's reasonable comments (provided such comments are consistent with this
Agreement) with respect to information  concerning the Purchaser and the plan of
distribution.  The Company  shall use its best efforts to keep the  registration
statements  effective  until such time as all the Shares and the Warrant  Shares
held by the  Purchaser  may be sold  pursuant  to Rule 144 within a  three-month
period.

          7.3 Nasdaq  Listing.  The Company  shall use its best efforts to cause
the Shares and the Warrant  Shares,  issuable to the Purchaser  pursuant to this
Agreement  (including  shares  issuable  under the Warrant) to be authorized for
listing as a Nasdaq National  Market  Security on the Nasdaq Stock Market,  or a
national securities exchange.

                                    SECTION 8
                                 Miscellaneous

          8.1 Best Efforts.  Each of the Company and the Purchaser shall use its
best  efforts to take all actions  required  under any law,  rule or  regulation
adopted  subsequent  to the date  hereto to ensure  that the  conditions  to the
Closing set forth herein are satisfied on or before the Closing Date.

          8.2 Governing Law. This Agreement shall be governed in all respects by
the internal  laws of the State of  Washington  as applied to contracts  entered
into solely  between  residents of, and to be performed  entirely  within,  such
state, and without reference to its principles of conflicts of laws or choice of
laws.

          8.3  Survival;  Termination  of  Covenants.  The  representations  and
warranties in Sections 3 and 4 of this Agreement shall survive the Closing for a
period of five  years from the date  hereof.  The  covenants  in Section 7 shall
survive  the  consummation  of the  transaction  provided  for  herein and shall
terminate  on the  date  specified  therein  or  upon  the  satisfaction  of the
condition or conditions stated therein.

          8.4 Successors and Assigns.  This Agreement  shall be binding upon and
shall inure to the benefit of the parties hereto and their respective successors
and assigns.

          8.5  Entire  Agreement;  Amendment.  This  Agreement  and the  Warrant
constitute the full and entire  understanding  and agreement between the parties
with regard to the subject  matter  hereof and thereof and  supersede  all prior
agreements and  understandings  among the parties relating to the subject matter
hereof.  Neither  this  Agreement  nor any term hereof may be  amended,  waived,
discharged or terminated other than by a written  instrument signed by the party
against whom enforcement of any such amendment, waiver, discharge or termination
is sought.

          8.6 Notices.  All notices,  requests,  demands or other communications
which are required or may be given pursuant to the terms of this Agreement shall
be in writing  and shall be deemed to have been duly  given:  (i) on the date of
delivery if  personally  delivered by hand,  (ii) upon  the third day after such
notice is  (a) deposited  in the United  States mail, if mailed by registered or
certified mail,  postage  prepaid,  return receipt  requested,  or (b) sent by a
nationally  recognized  overnight  express courier,  or (iii) by  facsimile upon
written  confirmation  (other than the automatic  confirmation  that is received
from the  recipient's  facsimile  machine) of receipt by the  recipient  of such
notice:

                  (a)      if to the Company, to it at:

                           Dialogic Corporation
                           1515 Route 10
                           Parsippany, NJ  07054
                           Facsimile Number:  (973) 993-3060
                           Attention: Chief Financial Officer

                  and with a copy to:

                           Dialogic Corporation
                           1515 Route 10
                           Parsippany, NJ  07054
                           Facsimile Number:  (973) 993-3060
                           Attention: General Counsel

                  (b)      if to the Purchaser, to it at:

                           Microsoft Corporation
                           One Microsoft Way
                           Building 8 North Office 2211
                           Redmond, WA  98052
                           Attention:  Chief Financial Officer
                           Facsimile Number:  (425) 936-7369

               with a copy  addressed as set forth above but to the attention of
               General Counsel,  Finance and  Administration,  Facsimile Number:
               (425) 869-1327

                  with a copy to:

                           Mark R. Beatty
                           Preston Gates & Ellis LLP
                           5000 Columbia Center
                           701 Fifth Avenue
                           Seattle, WA 98104-7078
                           Facsimile Number:  (206) 623-7022

          8.7  Brokers.  (a)  The  Company  has  not  engaged,  consented  to or
authorized any broker, finder or intermediary to act on its behalf,  directly or
indirectly,  as  a  broker,  finder  or  intermediary  in  connection  with  the
transactions  contemplated  by this  Agreement.  The  Company  hereby  agrees to
indemnify and hold harmless the Purchaser from and against all fees, commissions
or other payments owing to any party acting on behalf of the Company hereunder.

          (b) The  Purchaser  has not engaged,  consented to or  authorized  any
broker, finder or intermediary to act on its behalf, directly or indirectly,  as
a  broker,   finder  or  intermediary   in  connection  with  the   transactions
contemplated  by this  Agreement.  The Purchaser  hereby agrees to indemnify and
hold  harmless  the  Company  from and against  all fees,  commissions  or other
payments owing to any party acting on behalf of the Purchaser hereunder.

          8.8 Fees, Costs and Expenses.  All fees, costs and expenses (including
attorneys' fees and expenses) incurred by either party hereto in connection with
the preparation, negotiation and execution of this Agreement and the Warrant and
the consummation of the transactions  contemplated hereby and thereby,  shall be
the sole and exclusive responsibility of such party.

          8.9 Severability.  If any term, provision,  covenant or restriction of
this Agreement or the Warrant is held by a court of competent jurisdiction to be
invalid,  void  or  unenforceable,  the  remainder  of  the  terms,  provisions,
covenants and  restriction of this Agreement or the Warrant shall remain in full
force and effect and shall in no way be affected, impaired or invalidated.

          8.10  Counterparts.  This  Agreement  may be  executed  in two or more
partially or fully executed  counterparts  and by facsimile  signatures  each of
which shall be deemed an original and shall bind the signatory, but all of which
together  shall  constitute but one and the same  instrument.  The execution and
delivery of a Signature  Page - Common Stock and Warrant  Purchase  Agreement in
the form  attached  to this  Agreement  by any party  hereto who shall have been
furnished the final form of this  Agreement  shall  constitute the execution and
delivery of this Agreement by such party.

          8.11 Initial Public  Announcement.  The Company and the Purchaser have
agreed on the form and content of the initial public announcement which shall be
made concerning this Agreement and the Warrant and the transactions contemplated
hereby and thereby.  Neither the Company nor the Purchaser  shall make any other
public announcement  regarding this Agreement,  the Warrant and the transactions
contemplated hereby and thereby without the consent of the other, except for (a)
press releases and other public  announcements that are consistent with and that
confirm such initial public  announcement and (b) other press releases or public
announcements as required by law.

 
              [remainder of this page is intentionally left blank]


<PAGE>

          IN WITNESS  WHEREOF,  the parties hereto have caused this Agreement to
be executed  by their  respective  authorized  officers as of the date set forth
above.

                                            DIALOGIC CORPORATION
                    

                                            By:

                                            Name:                              
                                            Title:                             

                                            MICROSOFT CORPORATION


                                           By:                                  
                                           Name:                           
                                           Title:                            



                   COMMON STOCK AND WARRANT PURCHASE AGREEMENT
                            Dated as of March 1, 1999
                                     Between


                              DIALOGIC CORPORATION


                                       and


                              MICROSOFT CORPORATION

<PAGE>


                                                                      EXHIBIT A

THIS  WARRANT  HAS NOT BEEN  REGISTERED  UNDER THE  SECURITIES  ACT OF 1933,  AS
AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAW. NO TRANSFER OF THIS
WARRANT SHALL BE VALID OR EFFECTIVE UNLESS (A) SUCH TRANSFER IS MADE PURSUANT TO
AN EFFECTIVE  REGISTRATION  STATEMENT UNDER THE SECURITIES ACT AND IN COMPLIANCE
WITH ANY APPLICABLE STATE SECURITIES LAW, OR (B) THE HOLDER SHALL DELIVER TO THE
COMPANY AN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY ACCEPTABLE TO THE
COMPANY THAT SUCH TRANSFER IS EXEMPT FROM THE  REGISTRATION  REQUIREMENTS OF THE
SECURITIES ACT AND OF ANY APPLICABLE STATE SECURITIES LAW.


Warrant No. M-1                                                 March 1, 1999


                              DIALOGIC CORPORATION

                          COMMON STOCK PURCHASE WARRANT


          Dialogic Corporation, a New Jersey corporation (the "Company"), hereby
grants to Microsoft Corporation, a Washington corporation ("Microsoft"),  or its
permitted assigns or transferees  (Microsoft and each such permitted assignee or
transferee  being  referred  to herein as a  "holder"  and  collectively  as the
"holders")  the  right to  purchase,  at any time  after the  Exercise  Date (as
defined  below)  and from time to time on and after  the date  hereof  until the
Expiration Date (as defined below), up to 279,869 fully paid and  non-assessable
shares of Common Stock of the Company,  no par value,  (the "Common Stock"),  on
the terms and subject to the conditions set forth below.

          This Common Stock Purchase Warrant  (hereinafter,  this "Warrant") was
originally  issued on March 1, 1999 (the  "Original  Issue Date").  This Warrant
shall expire and be of no further  force or effect on the date (the  "Expiration
Date") four (4) years from the Original Issue Date.

          1. Exercise of Warrant.

          1.1  Exercise  and  Vesting.  Subject  to  adjustment  as  hereinafter
provided,  the rights  represented by this Warrant are  exercisable on and after
the date hereof (the "Exercise  Date") until the Expiration Date, at a price per
share  (the   "Exercise   Price")  of  the  Common  Stock   issuable   hereunder
(hereinafter,  "Warrant  Shares")  equal to $35.19.  The Exercise Price shall be
payable in cash or by certified or official bank check in immediately  available
funds as  hereinafter  provided or in  accordance  with Section 1.2 below.  This
Warrant is fully vested.

          Upon surrender of this Warrant with a duly executed Notice of Exercise
in the form of Annex A hereto,  together with  payment,  if  applicable,  of the
Exercise  Price for the Warrant  Shares  purchased,  at the Company's  principal
executive offices presently located at 1515 Route 10,  Parsippany,  NJ 07054, or
at such other  address as the Company  shall have  advised the holder in writing
(the "Designated Office"), the holder shall be entitled to receive a certificate
or certificates for the Warrant Shares so purchased. The Company agrees that the
Warrant Shares shall be deemed to have been issued to the holder as of the close
of  business  on the date on which  this  Warrant  shall  have been  surrendered
together  with the Notice of  Exercise  and  payment,  if  applicable,  for such
Warrant Shares.

          1.2 Right to Convert.

          (a) Subject to the provisions of Section 1.1, at any time or from time
on or prior to the  Expiration  Date, the holder of this Warrant shall also have
the right to  convert  this  Warrant or any  portion  thereof  (the  "Conversion
Right"),  without payment by the holder of this Warrant of the Exercise Price in
cash or any other  consideration  (other than the surrender of rights to receive
Warrant  Shares  hereunder),  into  shares of Common  Stock as  provided in this
Section 1.2. Upon exercise of the Conversion  Right with respect to a particular
number of Warrant Shares (the  "Converted  Warrant  Shares"),  the Company shall
deliver to the  holder of this  Warrant  (without  payment by the holder of this
Warrant of the Exercise Price in cash or any other consideration (other than the
surrender of rights to receive Warrant Shares  hereunder)) that number of shares
of Common Stock computed using the following formula: [OBJECT OMITTED] N = CWS *
(CMP - EP) CMP Where:

          N    = the number of shares of Common Stock to be issued to holder;

          CWS  = the  Converted  Warrant  Shares,  which is either (1) the total
                 number of shares of Common Stock  purchasable under the Warrant
                 or,  if  only a portion  of the Warrant is being exercised, (2)
                 the portion of the Warrant Shares being exercised and canceled 
                 (as of  the Conversion Date as defined by Section 1.2(b));

          CMP  = the  Current  Market  Price of one  share of Common  Stock,  as
                 defined in Section 1.2(c) (as of the Conversion Date); and

          EP   = Exercise Price (as of the Conversion Date).

No fractional  Warrant  Shares shall be issuable upon exercise of the Conversion
Right, and if the number of Warrant Shares to be issued determined in accordance
with the above  formula is other than a whole  number,  the Company shall pay to
the holder of this  Warrant an amount in cash equal to the Current  Market Price
of the resulting fractional Warrant Share on the Conversion Date.

          (b) The  Conversion  Right  may be  exercised  by the  holder  of this
Warrant by the  surrender of this  Warrant as provided in Section 1.1,  together
with a written  statement  specifying  that the holder of this  Warrant  thereby
intends to exercise the Conversion  Right and indicating the number of Converted
Warrant Shares which are covered by the exercise of the Conversion  Right.  Such
conversion  shall be  effective  upon  receipt by the  Company of this  Warrant,
together  with such  written  statement,  or on such later date as is  specified
therein (the "Conversion  Date").  The Company shall issue to the holder of this
Warrant as of the Conversion  Date a certificate for the Warrant Shares issuable
upon exercise of the Conversion Right and, if applicable,  a new warrant of like
tenor  evidencing  the balance of the Warrant Shares  remaining  subject to this
Warrant.

          (c) The term  "Current  Market Price" for the Common Stock shall mean:
(i) if the Common Stock is publicly traded on the date of a duly executed Notice
of  Exercise,  the  closing  price  per share on the day  immediately  preceding
delivery of such duly  executed  Notice of Exercise as reported on the principal
stock  exchange  or  quotation  system  on which the  Common  Stock is listed or
quoted;  or (ii) if the Common  Stock is not publicly  traded on such date,  the
fair value of the Common Stock as determined  in the good faith  judgment of the
Company's  board of  directors;  provided,  however,  that if the holder of this
Warrant  objects to the decision of the board of  directors,  then the appraised
value per  share of  Common  Stock as of such  date  shall be  determined  by an
investment banking firm of nationally  recognized standing selected and paid for
by the Company and reasonably  satisfactory  to the holder hereof.  In the event
that the holder disputes such appraised  value,  the holder shall be entitled to
select an additional investment banking firm of recognized standing and paid for
by the holder to calculate the appraised value. The Company and the holder shall
use their good faith best efforts to agree on the  appraised  value based on the
reports of the two investment  banking firms.  In the event that the Company and
the holder are still unable to reach  agreement as to the appraised  value,  the
Company  and  the  holder  agree  to  submit  such   determination   to  binding
arbitration,  with the cost of such  arbitration  to be  shared  equally  by the
Company and the holder.

          2. Transfer; Issuance of Stock Certificates; Restrictive Legends.

          2.1. Transfer.  Until the second anniversary of the issue date hereof,
this  Warrant  shall not be  transferable  by the holder  thereof  except to any
entity in which the  holder  owns more than 50% of the voting  power  thereof (a
"Controlled  Entity"),  so long as such  Controlled  Entity  agrees  to hold the
Warrant and such Warrant  Shares subject to all the provisions of this Agreement
and  Section  7.1 of the Common  Stock and  Warrant  Purchase  Agreement  by and
between  the Company  and  Microsoft  (the  "Common  Stock and Warrant  Purchase
Agreement"),  and agrees to transfer the Warrant and such Warrant  Shares to the
holder  or  another  Controlled  Entity  of  the  holder  if it  ceases  to be a
Controlled  Entity of the Purchaser.  After the second  anniversary of the issue
date  hereof,  this Warrant may be  transferred  in whole but not in part by the
holder without restriction (other than restrictions,  if any, imposed by Section
4.7 of the Common Stock and Warrant Purchase Agreement.)

          Subject to compliance  with the  restrictions on transfer set forth in
this Section 2, each transfer of this Warrant and all rights hereunder, in whole
or in part, shall be registered on the books of the Company to be maintained for
such purpose, upon surrender of this Warrant at the Designated Office,  together
with a written  assignment  of this  Warrant in the form of Annex B hereto  duly
executed  by the  holder  or its agent or  attorney.  Upon  such  surrender  and
delivery, the Company shall execute and deliver a new warrant or warrants in the
name of the assignee or  assignees  and in the  denominations  specified in such
instrument  of  assignment,  and  shall  issue  to the  assignor  a new  warrant
evidencing  the portion of this Warrant not so assigned,  if any. A warrant,  if
properly assigned in compliance with the provisions  hereof, may be exercised by
the new holder for the purchase of Warrant  Shares  without having a new warrant
issued.  All warrants  issued upon any assignment of warrants shall be the valid
obligations of the Company, evidencing the same rights, and entitled to the same
benefits  as the  warrants  surrendered  upon such  registration  of transfer or
exchange.

          2.2 Stock  Certificates.  Certificates for the Warrant Shares shall be
delivered to the holder within a reasonable time after the rights represented by
this Warrant shall have been exercised  pursuant to Section 1, and a new warrant
representing  the share,  shares or fraction of a share of Common Stock, if any,
with respect to which this Warrant shall not then have been exercised shall also
be issued to the holder  within  such time.  The  issuance of  certificates  for
Warrant Shares upon the exercise of this Warrant shall be made without charge to
the holder hereof including,  without limitation, any tax that may be payable in
respect thereof;  provided,  however,  that the Company shall not be required to
pay any income tax to which the holder hereof may be subject in connection  with
the issuance of this Warrant or the Warrant Shares.

          2.3.  Restrictive  Legends.  (a)  Except as otherwise provided in this
Section 2.3, each  certificate  for Warrant  Shares issued upon such exercise of
this  Warrant,  shall  be  stamped  or  otherwise  imprinted  with a  legend  in
substantially the following form:

          THE SHARES  REPRESENTED BY THIS  CERTIFICATE  HAVE NOT BEEN REGISTERED
          UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE  "SECURITIES  ACT"),
          OR ANY STATE SECURITIES LAW. NO TRANSFER OF THE SHARES  REPRESENTED BY
          THIS CERTIFICATE  SHALL BE VALID OR EFFECTIVE UNLESS (A) SUCH TRANSFER
          IS MADE  PURSUANT TO AN  EFFECTIVE  REGISTRATION  STATEMENT  UNDER THE
          SECURITIES ACT AND IN COMPLIANCE WITH ANY APPLICABLE  STATE SECURITIES
          LAWS,  OR (B) THE  HOLDER  SHALL  DELIVER TO THE COMPANY AN OPINION OF
          COUNSEL IN FORM AND  SUBSTANCE  REASONABLY  ACCEPTABLE  TO THE COMPANY
          THAT  SUCH   PROPOSED   TRANSFER  IS  EXEMPT  FROM  THE   REGISTRATION
          REQUIREMENTS  OF  THE  SECURITIES  ACT  AND OF  ANY  APPLICABLE  STATE
          SECURITIES LAWS.

          (b) Except as otherwise provided in this Section 2.3, each certificate
for Warrant  Shares issued upon such exercise of this Warrant,  shall be stamped
or otherwise imprinted with a legend in substantially the following form:


          THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS
          ON TRANSFER SET FORTH IN A COMMON STOCK AND WARRANT PURCHASE AGREEMENT
          DATED  AS  OF  MARCH  1,  1999  BETWEEN  THE  COMPANY  AND   MICROSOFT
          CORPORATION,  A COPY OF WHICH  AGREEMENT MAY BE OBTAINED AT NO COST BY
          WRITTEN  REQUEST MADE BY THE HOLDER OF RECORD OF THIS  CERTIFICATE  TO
          THE  SECRETARY  OF THE COMPANY AT THE  COMPANY'S  PRINCIPAL  EXECUTIVE
          OFFICES.

          (c) Except as  otherwise  provided in this  Section 2.3,  each Warrant
shall be stamped  or  otherwise  imprinted  with a legend in  substantially  the
following form:

          THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
          AS AMENDED (THE  "SECURITIES  ACT"), OR ANY STATE  SECURITIES LAWS. NO
          TRANSFER OF THIS WARRANT SHALL BE VALID OR EFFECTIVE  UNLESS  (A) SUCH
          TRANSFER IS MADE PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER
          THE  SECURITIES  ACT  AND IN  COMPLIANCE  WITH  ANY  APPLICABLE  STATE
          SECURITIES  LAWS,  OR (B) THE  HOLDER SHALL  DELIVER TO THE COMPANY AN
          OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY  ACCEPTABLE TO THE
          COMPANY   THAT  SUCH   TRANSFER  IS  EXEMPT   FROM  THE   REGISTRATION
          REQUIREMENTS  OF  THE  SECURITIES  ACT  AND OF  ANY  APPLICABLE  STATE
          SECURITIES LAWS.

          (d) The Company  agrees  (i) to remove the legend set forth in Section
2.3(a) upon (a) receipt of a request from the holder after  registration  of the
Warrant Shares under the Securities Act in which the holder  represents that the
Warrant  Shares are being sold or otherwise  transferred in a transaction of the
character   (including   lending  of  securities)   described  in  the  plan  of
distribution of the registration statement applicable to such Warrant Shares, or
(b)  receipt  of  an  opinion  of  counsel  in  form  and  substance  reasonably
satisfactory  to the Company  that the Warrant  Shares are eligible for transfer
without registration under the Securities Act; and (ii) to remove the legend set
forth in Section  2.3(b) with respect to Warrant  Shares that may be transferred
from time to time upon the  termination  of the  covenants  of  Section 7 of the
Common  Stock  and  Warrant  Purchase  Agreement  executed  by the  Company  and
Microsoft as of March 1, 1999 as provided for in Section 8.3 thereof.

          (e) The Company agrees,  if the holder of the Warrant is not then, and
has not then been for a period of three months,  an affiliate of the Company and
if the Warrant  Shares  have been  acquired  pursuant to Section 1.2 hereof,  to
remove  (or,  in the  event the  Warrant  Shares  are  issued  after the  second
anniversary  of the issuance  date of the Warrant,  to issue the Warrant  Shares
without the legends  specified by Sections 2.3(a) and (b)) the legends set forth
in Section 2.3(a),  (b) and (c) on and after the second  anniversary date of the
issuance of this Warrant.

          3. Adjustment of Number of Warrant Shares;  Exercise Price;  Nature of
Securities Issuable Upon Exercise of Warrants.

          3.1  Exercise  Price;  Adjustment  of Number of  Warrant  Shares.  The
Exercise  Price  set  forth  in  Section  1  hereof  and the  number  of  shares
purchasable  hereunder  shall be  subject  to  adjustment  from  time to time as
hereinafter provided.

          3.2 Reorganization,  Reclassification,  Consolidation, Merger or Sale.
If any capital  reorganization or  reclassification  of the capital stock of the
Company,  or any  consolidation or merger of the Company with another entity, or
the sale of all or  substantially  all of the Company's assets to another person
or entity  (collectively  referred to as a  "Transaction")  shall be effected in
such a way that  holders of Common  Stock shall be  entitled  to receive  stock,
securities,  cash or assets  with  respect to or in exchange  for Common  Stock,
then,  as a  condition  of such  Transaction,  reasonable,  lawful and  adequate
provisions  shall be made  whereby the holder of this Warrant  shall  thereafter
have the right to  purchase  and  receive  upon the basis and upon the terms and
conditions specified in this Warrant,  upon exercise of this Warrant and in lieu
of the Warrant Shares  immediately  theretofore  purchasable and receivable upon
the exercise of the rights represented hereby, such number, amount and like kind
of  shares  of stock,  securities,  cash or  assets as may be issued or  payable
pursuant to the terms of the Transaction  with respect to or in exchange for the
number of  shares  of  Common  Stock  immediately  theretofore  purchasable  and
receivable upon the exercise of the rights  represented hereby as if such shares
were  outstanding  immediately  prior to the  Transaction,  and in any such case
appropriate  provision  shall be made with respect to the rights and interest of
the  holders  to  the  end  that  the  provisions  hereof  (including,   without
limitation,  provisions for  adjustments of the Exercise Price and of the number
of Warrant Shares  purchasable and receivable upon the exercise of this Warrant)
shall thereafter be applicable, as nearly as may be practicable,  in relation to
any  shares of stock or  securities  thereafter  deliverable  upon the  exercise
hereof.

          3.3 Stock Splits, Stock Dividends and Reverse Stock Splits. In case at
any time the Company shall subdivide its outstanding shares of Common Stock into
a greater  number of shares,  or shall  declare and pay any stock  dividend with
respect to its outstanding stock that has the effect of increasing the number of
outstanding  shares of Common Stock,  the Exercise  Price in effect  immediately
prior to such subdivision or stock dividend shall be proportionately reduced and
the number of Warrant Shares  purchasable  pursuant to this Warrant  immediately
prior to such subdivision or stock dividend shall be proportionately  increased,
and  conversely,  in case at any time the Company shall combine its  outstanding
shares of Common Stock into a smaller  number of shares,  the Exercise  Price in
effect immediately prior to such combination shall be proportionately  increased
and the number of Warrant Shares  purchasable  upon the exercise of this Warrant
immediately prior to such combination shall be proportionately reduced.

          3.4  Issuance of Additional Shares of Common  Stock.  If at  any  time
prior to the Expiration  Date the Company shall issue any  Additional  Shares of
Common Stock (as defined below) for a consideration  per share (the  "Subsequent
Issue Price") that is less than the lesser of (a)  ninety-five  percent (95%) of
the average market price ("Average Market Price") in effect immediately prior to
such issuance  (calculated on the basis of the average  closing price for the 20
trading days preceding such issuance) and (b) one hundred  percent (100%) of the
last closing price  available  prior to such issuance (the "Market  Price";  the
lesser of the  Average  Market  Price and the Market  Price  being  referred  to
hereinafter as the "Adjustment Price"),  then, upon such issuance,  the Exercise
Price shall be reduced to the lower of the prices  calculated  in the  following
subparagraphs (a) or (b) by:

          (a)  dividing  (i) an  amount  equal to the sum of (x) the  number  of
shares of Common Stock outstanding immediately prior to such issuance multiplied
by the Exercise  Price then in effect plus (y) the aggregate  consideration,  if
any,  received by the Company in connection with such issuance by (ii) the total
number of shares of Common Stock  outstanding  immediately  after such issuance;
and

          (b)  multiplying the then existing  Exercise Price by a fraction,  the
numerator of which shall be the quotient obtained by dividing (i) the sum of (x)
the  number  of shares of Common  Stock  outstanding  immediately  prior to such
issuance   multiplied  by  the  Adjustment  Price  per  share  of  Common  Stock
immediately prior to such issuance plus (y) the aggregate consideration received
by the Company in connection with such issuance divided by (ii) the total number
of shares of Common Stock outstanding  immediately after such issuance,  and the
denominator  of which shall be the  Adjustment  Price per share of Common  Stock
immediately prior to such issuance.

          For purposes of this Section 3.4,  "Additional Shares of Common Stock"
shall mean all shares of Common  Stock  issued or issuable by the Company  after
the Original Issue Date,  other than (i) shares issued pursuant to the Company's
stock  purchase  plans,  stock  incentive  plans,  and any other Company plan or
contract  adopted for the benefit of employees,  directors or  consultants  (but
only if such  consultants  are eligible to have their shares  registered on Form
S-8),  including without  limitation options and benefits assumed by the Company
in connection with  acquisitions  and other similar  transactions,  whether such
stock purchase  plans,  stock  incentive  plans, or other plan or contract is in
effect  on the  date  hereof  or  adopted  subsequent  to the date  hereof  (the
"Employee Stock");  (ii) shares issued by the Company in an underwritten  public
offering;  (iii) shares issued by the Company in connection  with an acquisition
of a business or business assets involving  receipt of property or other noncash
consideration  where the  Company's  board of  directors  has made a good  faith
judgment that the  consideration  received is fair value for the issuance of the
shares;  provided,  however,  that this clause (iii) shall not be interpreted to
include the issuance of options,  warrants, or other Convertible  Securities (as
defined  below) that do not qualify as Employee  Stock;  and (iv) shares  issued
pursuant to rights,  warrants or options for a Subsequent  Issue Price that,  on
the date of grant of such rights,  warrants or options, is at least equal to the
lesser of (a) ninety-five  percent (95%) of the Average Market Price on the date
of such grant and (b) the Market Price on the date of such grant.

          For purposes of this Section 3.4, in the case of  securities  that are
convertible  into or exchangeable for Common Stock  ("Convertible  Securities"),
there shall be  determined  the price per share for which  Additional  Shares of
Common  Stock  are  issuable  upon the  conversion  or  exchange  thereof,  such
determination to be made by dividing (i) the total amount received or receivable
by the  Company  as  consideration  for the  issue  or sale of such  Convertible
Securities,  plus the minimum aggregate amount of additional  consideration,  if
any,  payable to the Company  upon  conversion  or exchange  thereof by (ii) the
maximum  aggregate  number of  Additional  Shares of Common Stock  issuable upon
conversion  or  exchange of all such  Convertible  Securities  for such  minimum
aggregate  amount of additional  consideration;  and such issue or sale shall be
deemed  to be an issue or sale for cash (as of the date of issue or sale of such
Convertible Securities,  whether or not then exercisable or convertible) of such
maximum  number of  Additional  Shares of Common Stock at the price per share so
determined.

          If any rights of  conversion  or  exchange  evidenced  by  Convertible
Securities the issuance of which resulted in an adjustment to the Exercise Price
and the number of Warrant Shares issuable hereunder pursuant to this Section 3.4
shall  expire  without  having  been  exercised,  or  if  any  such  Convertible
Securities  are  exercised for a  consideration  greater than or for a number of
Additional  Shares  of  Common  Stock  less  than  those  used  for  purpose  of
determining  the  adjustment to the Exercise Price provided in this Section 3.4,
the adjusted Exercise Price shall forthwith be readjusted to such Exercise Price
as would have been in effect had an adjustment with respect to such  Convertible
Securities  been made on the  basis  that the only  Additional  Shares of Common
Stock issued or sold were those issued upon the  conversion  or exchange of such
Convertible Securities,  and that they were issued or sold for the consideration
actually received by the Company upon such exercise, plus the consideration,  if
any,  actually  received  by the Company  for the  granting of such  Convertible
Securities.

          In addition,  upon adjustment of the Exercise Price under this Section
3.4, the holder hereof shall  thereafter be entitled to purchase at the Exercise
Price  resulting  from such  adjustment a number of Warrant  Shares  obtained by
multiplying the Exercise Price  immediately prior to such issuance by the number
of Warrant Shares purchasable pursuant hereto immediately prior to such issuance
and  dividing  the product  thereof by the Exercise  Price  resulting  from such
adjustment.  The  provisions of this Section 3.4 shall not apply to any issuance
of Common Stock (i) for which an adjustment  is provided for under  Sections 3.2
or 3.3 or (ii) upon  exercise  of any  option,  right or warrant of the  Company
outstanding on the Original Issue Date. Notwithstanding anything to the contrary
in this Section  3.4, in no event shall (i) the  Exercise  Price be increased or
(ii) the number of Warrant Shares purchasable hereunder be decreased pursuant to
the provisions of this Section 3.4.

          3.5 Dissolution, Liquidation or Wind-Up. In case the Company shall, at
any time prior to the exercise of this Warrant,  dissolve,  liquidate or wind up
its affairs,  the holder  hereof  shall be  entitled,  upon the exercise of this
Warrant,  to receive,  in lieu of the Warrant Shares which the holder would have
been entitled to receive,  the same kind and amount of assets as would have been
issued,   distributed  or  paid  to  such  holder  upon  any  such  dissolution,
liquidation or winding up with respect to such Warrant  Shares,  had such holder
hereof  been the  holder of record of the  Warrant  Shares  receivable  upon the
exercise  of this  Warrant on the  record  date for the  determination  of those
persons entitled to receive any such liquidating distribution.

          3.6  Accountant's  Certificate.  In each case of an  adjustment in the
Exercise Price, number of Warrant Shares or other stock,  securities or property
receivable  upon the exercise of this Warrant,  the Company shall  compute,  and
upon the holder's  request  shall at the  Company's  expense  cause  independent
public accountants of nationally  recognized standing selected by the Company to
certify such  computation,  such adjustment in accordance with the terms of this
Warrant and prepare a certificate  setting forth such  adjustment and showing in
detail the facts upon which such  adjustment is based,  including a statement of
(i) the number of shares of Common Stock of each class  outstanding or deemed to
be outstanding, (ii) the adjusted Exercise Price and (iii) the number of Warrant
Shares issuable upon exercise of this Warrant. The Company will forthwith mail a
copy of each such certificate to the holder hereof. In the event that the holder
disputes such  adjustment,  the holder shall be entitled to select an additional
firm of independent  certified public  accountants of national standing and paid
for by the holder to certify  such  adjustment  and the  Company  and the holder
shall use their good faith best efforts to agree on such adjustment based on the
reports  of the two  accounting  firms.  In the event that the  Company  and the
holder are still unable to reach  agreement as to such  adjustment,  the Company
and the holder agree to submit such determination to binding  arbitration.  Upon
determination  of such  adjustment,  the board of directors shall forthwith make
the adjustments described therein.

         4.       Anti-Dilution.

          In the event that the  Company at any time  after the  Original  Issue
Date shall pay a special dividend or make any other distribution with respect to
its Common  Stock (or any other  shares of the capital  stock of the Company for
which this Warrant becomes exercisable  pursuant to Section 3 above) in the form
of cash or other property (other than (i) a distribution to which the provisions
of Section 3.2 apply, (ii) a stock dividend subject to the provisions of Section
3.3 above or (iii) a cash dividend  announced by the Company as intended to be a
dividend  paid on a regular  periodic  basis),  at the  election  of the holder,
either:

               (i) The Exercise Price in effect  immediately prior to the record
date with respect to such distribution or issuance (the "Adjustment Date") shall
forthwith be adjusted  effective on the Adjustment Date to a price determined by
multiplying  such Exercise  Price by a fraction (x) the numerator of which shall
be the closing price of the Company's  Common Stock as publicly  reported on the
primary  exchange or market on which it is listed (the  "Exchange")  on the next
trading day following the Adjustment Date (the "Post-Event  Market Price"),  and
(y) the denominator of which shall be the average closing price of the Company's
Common  Stock as publicly  reported on the  Exchange  over the ten trading  days
preceding the Adjustment Date (the "Pre-Event Market Price") and after each such
adjustment of the Exercise Price,  the total number of shares then issuable upon
exercise of the Warrant shall be adjusted by  multiplying  such number of shares
issuable  upon  exercise of the Warrant by a fraction (x) the numerator of which
shall be the  amount  obtained  by  subtracting  the  Exercise  Price in  effect
immediately prior to the Adjustment Date from the Pre-Event Market Price for the
Company"s  Common  Stock and (y) the  denominator  of which  shall be the amount
obtained by subtracting the Exercise Price in effect  immediately  following the
Adjustment Date from the Post-Event Market Price for the Company's Common Stock;
or

               (ii) The Company  shall  deliver to the holder  hereof a dilution
fee (a "Dilution  Fee")  payable in cash on the date of payment of such dividend
or other  distribution  equal to the  number of shares of Common  Stock (or such
other  shares of stock)  issuable  upon  exercise  of this  Warrant on such date
multiplied  by the  amount  of cash and the fair  value  of any  other  property
distributed  with respect to each share of Common  Stock (or such other  stock).
The fair  value of any such other  property  shall  mean the fair  market  value
thereof on the record  date for such  dividend,  as  determined  by the board of
directors  of the Company in good faith and  supported,  upon the request of the
holder,  by an  opinion  of an  investment  banking  firm or  appraisal  firm of
recognized  national  standing  selected by the Company  and  acceptable  to the
holder.

          Notwithstanding the foregoing, in no event shall the Exercise Price be
increased  or the number of Warrant  Shares  issuable  upon  exercise  hereof be
reduced pursuant to the provisions of this Section 4.

          5. Registration;  Exchange and Replacement of Warrant;  Reservation of
Shares.

          The Company  shall keep at the  Designated  Office a register in which
the Company  shall provide for the  registration,  transfer and exchange of this
Warrant.  The  Company  shall  not at any  time,  except  upon the  dissolution,
liquidation or winding-up of the Company, close such register so as to result in
preventing or delaying the exercise or transfer of this Warrant.

          The Company  may deem and treat the person in whose name this  Warrant
is  registered  as the holder and owner hereof for all purposes and shall not be
affected by any notice to the contrary,  until  presentation of this Warrant for
registration or transfer as provided in this Section 5.

          Upon receipt by the Company of evidence reasonably  satisfactory to it
of the  loss,  theft,  destruction  or  mutilation  of this  Warrant,  and  upon
surrender and cancellation of this Warrant, if mutilated,  the Company will make
and  deliver  a new  warrant  of like  tenor,  in lieu of this  Warrant  without
requiring the posting of any bond or the giving of any security.

          The Company shall at all times  reserve and keep  available out of its
authorized  shares of Common Stock,  solely for the purpose of issuance upon the
exercise  of this  Warrant,  such  number of shares of Common  Stock as shall be
issuable upon the exercise hereof.  The Company  covenants and agrees that, upon
exercise  of this  Warrant  and  payment  of the  Exercise  Price  therefor,  if
applicable,  all Warrant  Shares  issuable upon such exercise  shall be duly and
validly issued, fully paid and non-assessable.

          6. Company Information.

          Until the exercise of this Warrant,  the Company shall deliver to each
holder hereof or of Warrant Shares one copy of each of the following items:

               (i) as soon as  available,  and in any event  within  forty-eight
(48) days  after  the end of each of the  first  three  fiscal  quarters  of the
Company's  fiscal year,  its Form 10-Q as filed with the Securities and Exchange
Commission (the "Commission") for such quarter or if the Company is not publicly
traded its unaudited interim  consolidated balance sheets of the Company and its
subsidiaries  as of  the  end of  such  quarter  and  the  related  consolidated
statements of income and cash flow of the Company and its  subsidiaries  for the
period from the beginning of the current fiscal year to the end of such quarter,
all in reasonable  detail and certified by a principal  financial officer of the
Company, as prepared in accordance with generally accepted accounting principles
("GAAP")  consistently  applied (subject to year end adjustments and the absence
of footnotes),  and fairly  presenting the consolidated  financial  position and
results of operations of the Company and its subsidiaries for such periods;

               (ii) within one hundred and twenty-three (123) days after the end
of each fiscal year of the Company,  its Form 10-K as filed with the  Commission
for such fiscal year or if the Company is not publicly  traded its  consolidated
balance  sheets of the Company and its  subsidiaries  as of the end of such year
and the related  consolidated  statements of income, cash flow and stockholders'
equity of the Company and its subsidiaries  for such fiscal year,  setting forth
in each case in  comparative  form the  consolidated  figures  for the  previous
fiscal year,  all in reasonable  detail and  accompanied  by a report thereon of
independent public  accountants of recognized  national standing selected by the
Company,  which report shall state that such consolidated  financial  statements
present fairly the financial  position of the Company and its subsidiaries as at
the dates  indicated  and the results of their  operations  and changes in their
financial  position for the periods indicated in conformity with GAAP applied on
a basis  consistent  with prior years  (except as  otherwise  specified  in such
report)  and  that  the  audit  by such  accountants  in  connection  with  such
consolidated  financial  statements  has been made in accordance  with generally
accepted auditing standards; and

               (iii)  promptly  upon  their  becoming  available,  copies of all
financial statements,  reports,  proxy statements,  notices,  documents or other
communications  sent or made available  generally by the Company to any class of
its security holders.
 
          7. Notices.

          All notices,  requests,  consents and other  communications  hereunder
shall be in  writing  and shall be deemed to have been duly made when  delivered
personally, or mailed by registered or certified mail, return receipt requested,
or telecopied  or telexed and  confirmed in writing and delivered  personally or
mailed by registered or certified mail, return receipt requested:

          (a) If to the holder of this Warrant, to the address of such holder as
shown on the books of the Company; or

          (b) If to the  Company,  to the address set forth in Section 1 of this
Warrant;

or at such other address as the holder or the Company may hereafter have advised
the other.

          8. Successors.

          All  the  covenants,   agreements,   representations   and  warranties
contained in this  Warrant  shall bind the parties  hereto and their  respective
heirs,  executors,   administrators,   distributees,   successors,  assigns  and
transferees.

          9. Law Governing.

          This Warrant shall be construed and enforced in accordance  with,  and
governed by, the laws of the State of  Washington  (not  including the choice of
law rules thereof) regardless of the jurisdiction of creation or domicile of the
Company or its successors or of the holder at any time hereof.

          10. Entire Agreement; Amendments and Waivers.

          This Warrant sets forth the entire  understanding  of the parties with
respect to the  transactions  contemplated  hereby.  The failure of any party to
seek redress for the violation or to insist upon the strict  performance  of any
term of this Warrant  shall not  constitute a waiver of such term and such party
shall be entitled to enforce such term without regard to such forbearance.  This
Warrant  may be  amended,  and any breach of or  compliance  with any  covenant,
agreement,  warranty or  representation  may be waived,  only if the Company has
obtained  the written  consent or written  waiver of the  holder,  and then such
consent or waiver shall be effective  only in the specific  instance and for the
specific purpose for which given.

          11. Severability; Headings.

          If any  term  of this  Warrant  as  applied  to any  person  or to any
circumstance is prohibited,  void, invalid or unenforceable in any jurisdiction,
such term shall, as to such  jurisdiction,  be ineffective to the extent of such
prohibition  or  invalidity  without in any way affecting any other term of this
Warrant or affecting the validity or  enforceability  of this Warrant or of such
provision in any other  jurisdiction.  The Section headings in this Warrant have
been  inserted for purposes of  convenience  only and shall have no  substantive
effect.

<PAGE>


          IN WITNESS  WHEREOF,  the Company  has caused this  Warrant to be duly
executed as of the date first written above.

 
                                            DIALOGIC CORPORATION


                                            By:________________________________
                                                Name:         
                                               Title:                       
 


Accepted and agreed:

MICROSOFT CORPORATION



By:_______________________________
   Name:
   Title:                                               
 
<PAGE>

                                     ANNEX A

                               NOTICE OF EXERCISE

                      (To be executed upon partial or full
                            exercise of the Warrant)



          The  undersigned  hereby  irrevocably  elects to exercise the right to
purchase  ___________ shares of Common Stock of ___________  Corporation covered
by the Warrant  according to the conditions hereof and herewith makes payment of
the   Exercise   Price   of   such   shares   in   full   in   the   amount   of
$____________________.


                                           By:________________________________
                                              (Signature of Registered Holder)


Dated:_______________