EXHIBIT 10.10

                      SEVENTH AMENDMENT TO LEASE AGREEMENT

          THIS SEVENTH  AMENDMENT TO LEASE AGREEMENT (this "Seventh  Amendment")
made as of the 30th day of  September,  1998,  by and  between  THE MUTUAL  LIFE
INSURANCE COMPANY OF NEW YORK, having an address at 1740 Broadway, New York, New
York 10019 (the "Landlord") and DIALOGIC CORPORATION,  a New Jersey corporation,
with offices and a principal place of business at 1515 Route 10, Parsippany, New
Jersey 07054 (the "Tenant").

                              W I T N E S S E T H:

          WHEREAS,  pursuant to that certain Lease dated August,  1993,  between
Landlord and Tenant,  as amended by (i) that certain  Second  Amendment to Lease
Agreement  dated  January 20, 1994 (a proposed  first  amendment was not entered
into), (ii) that certain Third Amendment to Lease Agreement dated July 19, 1994,
(iii) that certain Fourth  Amendment to Lease Agreement dated December 20, 1994,
(iv) that certain Fifth  Amendment to Lease Agreement dated May 6, 1996, and (v)
that certain Sixth  Amendment to Lease  Agreement  dated November 21, 1997 (such
lease, as amended, being referred to herein as the "Lease"),  Tenant leased from
Landlord all of the premises  (the  "Premises")  within the building  located at
1515 Route 10, Parsippany, New Jersey (the "Building");

          WHEREAS, the term of the Lease expires on June 14, 2005;

          WHEREAS,  Landlord and Tenant are entering into a Lease dated the date
hereof (the "New Lease")  pursuant to which Landlord will demise to Tenant,  and
Tenant  will  lease  from  Landlord,   certain  premises  (the  "New  Premises")
consisting of the entire  building to be  constructed  next to the Building (the
"New Building");

          WHEREAS,  the term of the New Lease  expires at 12:00 Noon on the last
day of the month in which the 10th anniversary of the  commencement  date of the
New Lease occurs (the "New Lease Expiration Date");

          WHEREAS, Landlord and Tenant desire to extend the term of the Lease to
be coterminous with the New Lease, and to amend other provisions of the Lease in
the manner and to the extent hereinafter set forth; and

          WHEREAS,  capitalized  terms  used  herein but not  otherwise  defined
herein shall have the meaning given to them in the Lease.

          NOW,  THEREFORE,  in consideration  of the mutual covenants  contained
herein and other good and valuable  consideration the receipt and sufficiency of
which are hereby acknowledged, the parties hereto do hereby agree that the Lease
is hereby amended as follows:

          1.  Notwithstanding  the provisions of Section 2.2 of the Lease,  from
and after the date hereof, the term "Expiration Date" as used in the Lease shall
mean the date the initial term of the New Lease expires  pursuant to Section 2.2
thereof,  which date is the last day of the month in which the 10th  anniversary
of the  Commencement  Date (as such term is defined in the New Lease) of the New
Lease.

          2. (a)  Commencing  on June  15,  2005,  and  continuing  through  the
Expiration Date (as hereinabove amended), the Fixed Rent payable under the Lease
with respect to the Premises shall be $20.13 per rentable  square foot per annum
for the portions of the Premises  located on the first  through  third floors of
the  Building,  and $4.00 per  square  foot per  annum for the  portions  of the
Premises located within the basement of the Building.

          (b) All  Rent  payable  hereunder  shall  be  governed  by and paid in
accordance  with the  provisions  of Section 3 of the Lease  (excluding  Section
3.2).

          3.  Section  2.5 of the Lease is hereby  deleted in its  entirety  and
replaced with the following:

                  "2.5  Tenant  shall have two (2) options to renew the Term for
                  the Premises, each for a period of five (5) years. Each option
                  shall be  properly  exercised  by  Tenant  only if (a)  Tenant
                  delivers  written  notice of such  exercise  prior to the date
                  which is one year prior to the Expiration Date (as same may be
                  extended by the first option),  time being of the essence with
                  respect  to  such  exercise,  or  (b) as of  the  date  Tenant
                  exercises the option and on the date immediately  prior to the
                  option  term,  this  Lease  shall  not  have  been  previously
                  terminated  or  cancelled  nor shall any  breach or default by
                  Tenant  of  any  of  its  obligations   under  this  Lease  be
                  continuing.  The  Fixed  Rent to be paid  during  each  option
                  period shall be determined in accordance with Section 4 of the
                  Seventh Amendment.

          4. The Fixed Rent to be paid for the first option  period  referred to
in  Paragraph  3 shall be  $23.15  per  rentable  square  foot per annum for the
portions  of the  Premises  located  on the first  through  third  floors of the
Building,  and $4.60 per square foot per annum for the  portions of the Premises
located  within  the  basement  of the  Building.  The Fixed Rent for the second
option period  referred to in Section 2.5 shall be the greater of (i) $23.15 per
rentable  square foot per annum for the portions of the Premises  located on the
first through third floors of the Building,  and $4.60 per square foot per annum
for the portions of the Premises  located  within the basement of the  Building,
and (ii) 95% of the fair market rent,  as  determined in the same manner as such
fair market rent is determined pursuant to Section 3.1(c) of the New Lease.

          5.  Sections  8.1 and 8.2 of the Lease  are  hereby  deleted  in their
entirety and the following is substituted therefor:


                  "8.1.  Landlord,  at its  expense,  shall keep,  maintain  and
                  repair in good condition the HVAC,  exterior walls (including,
                  but not limited to, preventing water leaks) and windows, roof,
                  structural  elements and building  systems of the Building and
                  the parking areas and landscaping on the Property. The cost of
                  performing  such  maintenance and repairs shall be included in
                  Operating Expenses to the extent permitted pursuant to Section
                  4.2 hereof. Notwithstanding anything to the contrary set forth
                  in this  Section  8.1,  Tenant  (and  not  Landlord)  shall be
                  responsible  for the  maintenance  of the items listed in this
                  Section 8.1 to the extent any  repairs  arise out of the fault
                  or negligence of Tenant.

                  8.2. Tenant shall,  throughout the Term, take good care of and
                  maintain  the  Premises  and the  fixtures  and  appurtenances
                  therein,  and shall make all repairs and replacements,  as and
                  when needed to preserve the Premises in good working order and
                  condition  except for those portions of the Premises which are
                  Landlord's  responsibility  as set forth in Section 8.1 above.
                  All damage or injury to the  Premises  or to any other part of
                  the Building, or to its grounds, fixtures,  equipment, systems
                  and   appurtenances,    whether   requiring    structural   or
                  nonstructural  repairs,   caused  by  or  resulting  from  any
                  carelessness,  act, omission, negligent or improper conduct of
                  Tenant,  Tenant's servants,  employees,  contractors,  agents,
                  invitees or  licensees,  or by the use or manner of use of the
                  Premises  by  Tenant  or any such  person,  shall be  repaired
                  promptly  by  Tenant  at its  sole  cost and  expense,  to the
                  reasonable satisfaction of Landlord.  Tenant shall also repair
                  all damage to the Building  and to the Premises  caused by the
                  moving of Tenant's fixtures,  furniture,  or equipment into or
                  out of the  Premises  or the  installation  thereof.  All such
                  repairs  shall be of quality  and class  equal to the  Initial
                  Tenant  Improvements.  If Tenant  fails  after ten (10)  days'
                  notice  to  proceed  with due  diligence  to make any  repairs
                  required to be made by Tenant (except in an emergency, wherein
                  Landlord   may   proceed   immediately   if  Tenant  does  not
                  immediately  proceed to repair),  such  repairs may be made by
                  Landlord at the  expense of Tenant and the costs and  expenses
                  thereof   incurred  by  Landlord   shall  be   collectible  as
                  Additional  Rent on the date on which the next  installment of
                  Fixed Rent is due hereunder  following delivery by Landlord of
                  an invoice therefor."


          6.  Section  27.1 of the Lease is hereby  deleted in its  entirety and
replaced with the following:

                  "27.1 Tenant will be provided with parking in accordance  with
                  the Plan titled "Site Plan Dialogic, Inc." prepared by Michael
                  B. McNally, dated February,  1998, (and last revised on August
                  17, 1998),  consisting of 16 pages,  and referenced as Project
                  Number  97041,  a copy of which has been  delivered to Tenant.
                  Landlord  shall  provide  Tenant with parking for no less than
                  3.8 cars per 1,000  rentable  square feet of  Tenant's  office
                  space. No other tenant of the Building shall have a right to a
                  greater ratio of parking spaces per rentable square feet."

          7. In addition to the Events of Default set forth in Section 13 of the
Lease,  it shall be an Event of Default  under the Lease if any Event of Default
occurs under the New Lease,  subject to any applicable cure periods set forth in
the New Lease.

          8.  Landlord and Tenant each  represent and warrant to each other that
neither  of them has  employed  or dealt  with any  broker,  agent or  finder in
carrying on the  negotiations  relating to this Lease,  other than  Insignia/ESG
(the "Broker"). Landlord and Tenant shall indemnify and hold each other harmless
from and against any claim or claims for brokerage or other commissions asserted
by any  broker,  agent or  finder  engaged  by  Landlord  or Tenant or with whom
Landlord or Tenant has dealt other than the  aforesaid  Broker.  This  provision
shall survive the expiration or earlier  termination of the Lease, but shall not
be  deemed  for the  benefit  of any  third  party.  Landlord  agrees to pay any
commission due to the Broker.

          9. Except as amended  herein,  all others terms and  provisions of the
Lease shall remain in full force and effect.

          10. This  Seventh  Amendment  shall be governed  by and  construed  in
accordance with the laws of the State of New Jersey.

          11.  This  Seventh  Amendment  embodies  and  constitutes  the  entire
understanding  between the parties with respect to the subject matter hereof and
all prior agreements, representations and statements oral or written relating to
the subject matter hereof are merged into this Seventh Amendment.

          12. Neither this Seventh Amendment nor any provision  contained herein
may be amended, modified or extended except by an instrument signed by the party
against whom enforcement of such amendment, modification or extension is sought.

          IN WITNESS  WHEREOF,  this  Amendment has been executed by the parties
hereto as of the day and year first written above.



                              THE MUTUAL LIFE INSURANCE COMPANY OF NEW YORK


                              By:/s/____________________
                                 Name:
                                 Title:


                              DIALOGIC CORPORATION


                              By:/s/_____________________
                                 Name:
                                 Title: