EXHIBIT 10.3

          The following amendments to the 1988 Incentive  Compensation Plan (the
"Plan") have been  approved by the Board of  Directors of Dialogic  Corporation,
subject to the approval of the shareholders of Dialogic  Corporation at the 1997
annual meeting of shareholders:

     1.  Section  3.03 of the Plan is hereby  amended  by adding  the  following
sentence at the end of such Section 3.03:

                  "Notwithstanding  any provision  herein to the  contrary,  all
         decisions  which would be made by the Board  hereunder  with respect to
         persons  who  constitute  "covered  employees"  within  the  meaning of
         Section  162(m) of the Code shall be made by a  committee  of the Board
         consisting  of all those members of the Board who  constitute  "outside
         directors"  within  the  meaning  of  Section  162(m) of the Code.  If,
         however, there are less than two such "outside directors" on the Board,
         then all such decisions shall be made by the Board.


     2. Section 7.02 of the Plan is hereby amended in its entirety to provide as
follows:

                  "Number.  The number of Shares  subject to Stock Options shall
         be determined by the Board; provided,  however, that the maximum number
         of Shares  covered by Stock Options  granted to any  Participant in any
         calendar year shall not exceed  375,000  Shares  (subject to adjustment
         pursuant to Section 13.07 hereof)."


     3. Section 13.03 of the Plan shall be amended in its entirety to provide as
follows:

                  "Limited Transferability of Incentives.  Except as provided in
         the balance of this Section  13.03,  no Option  granted under this Plan
         shall be transferable  otherwise than by will or the law of descent and
         distribution following the Optionee's death, and during the lifetime of
         the Optionee,  shall be  exercisable  only by him or for his benefit by
         his attorney in fact or guardian.  An Incentive other than an Incentive
         Stock Option may, in connection  with a  Participant's  estate plan and
         with the approval of the Board,  be assigned in whole or in part during
         the Participant's  lifetime to one or more members of the Participant's
         immediate family or to a trust established  exclusively for one or more
         such family members.  The assigned portion may only be exercised by the
         person or persons who acquire a  proprietary  interest in the Incentive
         pursuant  to the  assignment.  The  terms  applicable  to the  assigned
         portion  shall  be the  same as  those  in  effect  for  the  Incentive
         immediately  prior to such  assignment  and  shall be set forth in such
         documents issued to the assignee as the Board may deem appropriate."

     4.  Section  13.04A of the Plan shall be amended in its entirety to provide
as follows:

              "Termination  of  Employment  as  a  Result of  Death,  Disability
         or Retirement;  Other Terminations of Employment.  Notwithstanding  any
         provision to the contrary  herein or in any  Incentive  Agreement,  the
         following provisions shall apply with respect to Stock Options and SARs
         held  by  a  Participant  at  the  termination  of  such  Participant's
         employment   with   members  of  the  Group  in  the  event  that  such
         Participant's employment terminates as a result of death, Disability or
         Retirement  or in the  event  that  such  Participant's  employment  is
         terminated by the Company  either with "cause" or without  "cause" (any
         determination  of "cause" to be made by the Board and to be binding and
         conclusive for purposes of the Plan):

                  (a) If such  employment  terminates as a result of death,  the
                  Participant's  Stock  Options  and SARs shall be deemed  fully
                  exercisable  as of the  date of death  and such  Participant's
                  estate  shall  have the right to  exercise  the  Participant's
                  Stock  Options and SARs for a period  ending on the earlier of
                  the  expiration  dates of such Stock Options and SARs or three
                  years from the date of termination of employment.

                  (b) If such  employment  terminates as a result of Disability,
                  the Participant's Stock Options and SARs shall be deemed fully
                  exercisable  as of the date that the  Participant  is notified
                  that he will not  longer be  employed  by any  members  of the
                  Group (the  "Notification  Date") and such  Participant  shall
                  have the right to  exercise  his Stock  Options and SARs for a
                  period ending on the earlier of the  expiration  dates of such
                  Stock  Options and SARs or three  years from the  Notification
                  Date,  provided that if an Incentive Stock Option is exercised
                  beyond the last date  consistent with treatment of such option
                  as an "incentive  stock  option"  under the Code,  such option
                  shall be deemed to be a Non-Statutory Stock Option hereunder.

                  (c) If such  employment  terminates as a result of Retirement,
                  the  Participant  shall have the right to  exercise  his Stock
                  Options  and SARs for a period  ending on the  earlier  of the
                  expiration dates of such Stock Options and SARs or three years
                  from the date of  termination  of  employment,  provided  that
                  unless the Board determines  otherwise (i.e.,  determines that
                  some or all of a retiring Participant's unvested Stock Options
                  be  deemed   fully   vested)  with  respect  to  a  particular
                  Retirement,  such Stock Options and SARs shall be  exercisable
                  by  the  Participant  after  Retirement  only  to  the  extent
                  exercisable  on the  date of  termination  of  employment  and
                  provided that if an Incentive Stock Option is exercised beyond
                  the last date  consistent  with treatment of such option as an
                  "incentive  stock option" under the Code, such option shall be
                  deemed to be a Non-Statutory Stock Option hereunder.

                  (d) If such  employment is  terminated by the Company  without
                  "cause",  the Participant shall have the right to exercise his
                  Stock  Options and SARs for a period  ending on the earlier of
                  the  expiration  dates of such Stock Options and SARs or three
                  months from the date of termination  of  employment,  provided
                  that such Stock Options and SARs shall be  exercisable  by the
                  Participant after termination of employment only to the extent
                  exercisable on the date of termination of employment.

                  (e) If such  employment  is  terminated  by the  Company  with
                  "cause",  all Stock Options and SARs held by such  Participant
                  shall  terminate  as of the  date  on  which  such  employment
                  terminates.

                  (f) In the  event  that an  employee  continues  to serve as a
                  director or  Consultant  of any member of the Group after such
                  employee ceases to be employed by any member of the Group, the
                  employee  shall,  for  purposes  of the  Plan,  be  deemed  to
                  continue in the employment of the Company until such time that
                  such person ceases to serve as a director of, Consultant to or
                  employee  of any  member  of the  Group;  provided  that if an
                  Incentive  Stock  Option  is  exercised  beyond  the last date
                  consistent  with  treatment  of such  option as an  "incentive
                  stock option"  under the Code,  such option shall be deemed to
                  be a Non-Statutory Stock Option hereunder."