EXHIBIT 10.5


                              DIALOGIC CORPORATION
                  1993 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN

               (as amended and restated through March 28, 1997)

          1.  Purpose  of the  Plan.  The  purpose  of this  Stock  Option  Plan
("Plan"),  to be known as the "Dialogic  Corporation 1993 Non-Employee  Director
Stock Option Plan",  is to attract  qualified  personnel to accept  positions of
responsibility  as outside  directors  with Dialogic  Corporation,  a New Jersey
corporation  ("Company"),  and to provide  incentives  for qualified  persons to
remain on the Board of the Company as outside directors.

          2.  Definitions.  As used in the Plan,  unless  the  context  requires
otherwise, the following terms shall have the following meanings:

               (a) "Anniversary Date" shall mean, for each Outside Director, the
          annual anniversary of the date on which such Outside Director is first
          elected to serve on the Board.

               (b) "Board" shall mean the Board of Directors of the Company.

               (c) "Committee" shall mean a committee of the Board designated by
          the Board and  consisting  solely of  members of the Board who are not
          Outside Directors.

               (d) "Common Stock" shall mean the Company's  common stock, no par
          value,  or if,  pursuant to the  adjustment  provisions  of Section 11
          hereof,  another  security is substituted  for the Common Stock,  such
          other security.

               (e)  "Existing  Outside  Director"  shall mean each member of the
          Board on  January  1,  1997 who did not  serve as an  employee  of the
          Company or any of its subsidiaries during 1996.

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

               (g) "New  Outside  Director"  shall have the meaning set forth in
          Section 7(a) hereof.

               (h) "Option" shall mean the right,  granted pursuant to Section 7
          of the Plan, to purchase one or more shares of Common Stock.

               (i)  "Optionee"  shall  mean a person to whom an option  has been
          granted under the Plan.

               (j) "Outside Director" shall mean any member of the Board who, on
          the date  such  person is to  receive a grant of an Option  hereunder,
          shall not have  served as an  employee  of the  Company  or any of the
          Company's subsidiaries during the twelve months preceding such date of
          grant.

               (k) "Vesting  Options"  shall mean all Options  other than Add-on
          Options (as defined in Section 8 hereof).

          3. Stock Subject to the Plan.  There will be reserved for use upon the
exercise of Options  granted  from time to time under the Plan an  aggregate  of
150,000 shares of Common Stock,  subject to adjustment as provided in Section 11
hereof.  The Committee  shall determine from time to time whether all or part of
such 150,000 shares shall be authorized  but unissued  shares of Common Stock or
issued  shares of Common Stock which shall have been  reacquired  by the Company
and which are held in its treasury.  If any Option granted under the Plan should
expire or terminate for any reason  without  having been  exercised in full, the
unpurchased  shares shall become  available  for the grant of Options  under the
Plan.

          4.  Administration  of the Plan. The Plan shall be administered by the
Committee.  Subject to the provisions of the Plan, the Committee shall have full
discretion:

               (a) To determine the exercise price of Options granted  hereunder
          in accordance with Section 7(b) hereof;

               (b) To interpret the Plan;

               (c) To  promulgate,  amend  and  rescind  rules  and  regulations
          relating  to the  Plan,  provided,  however,  that  no such  rules  or
          regulations shall be inconsistent with any of the terms of the Plan;

               (d) To subject  any Option to such  additional  restrictions  and
          conditions (not  inconsistent  with the Plan) as may be specified when
          granting the Option; and

               (e) To make  all  other  determinations  in  connection  with the
          administration of the Plan.

          5.  Eligibility.  The only  persons  who shall be  eligible to receive
Options  under the Plan shall be persons who, on the date such Options are to be
granted hereunder, constitute Outside Directors.

          6. Term. No Option shall be granted under the Plan more than ten years
after the date that the Plan is first adopted by the Board.

          7. Grant of Stock Options.  The following  provisions shall apply with
respect to Options granted hereunder:

               (a) Automatic Grants to New Outside Directors.  The Company shall
          grant to each  Outside  Director  who first  becomes a director of the
          Company  after January 1, 1997 and during the term of the Plan (a "New
          Outside  Director") an Option to purchase ten thousand (10,000) shares
          of Common Stock (subject to adjustment  pursuant to Section 11 hereof)
          on the  date of his  first  election  as an  Outside  Director  of the
          Company. On the July 1st following the fourth Anniversary Date of each
          New Outside Director's  election as a director of the Company,  and on
          each July 1 thereafter  during the term of the Plan, the Company shall
          grant to such New Outside  Director an Option (a "New Outside Director
          Add-on  Option") to purchase  two  thousand  (2,000)  shares of Common
          Stock (subject to adjustment pursuant to Section 11 hereof),  provided
          that  such  New  Outside  Director  is  a  member  of  the  Board  and
          constitutes an Outside Director on the applicable date of grant.

               (b) Prior Grants to Existing Outside  Directors.  Notwithstanding
          any provision herein to the contrary, the terms of any Options granted
          to  Existing  Outside  Directors  prior to  January  1, 1997  shall be
          governed by the terms of this Plan in effect as of December 31, 1996.

               (c) Automatic  Grants to Existing Outside  Directors.  On July 1,
          1997 and on each July 1  thereafter  during the term of the Plan,  the
          Company  shall grant to each Existing  Outside  Director an Option (an
          "Existing  Outside  Director  Add-on Option") to purchase two thousand
          (2,000)  shares of Common  Stock  (subject to  adjustment  pursuant to
          Section 11 hereof),  provided that such Existing Outside Director is a
          member  of the  Board  and  constitutes  an  Outside  Director  on the
          applicable date of grant.

               (d) Option Price. The price at which shares of Common Stock shall
          be purchased upon exercise of an Option  granted  pursuant to Sections
          7(a) and 7(c) hereof  shall be equal to the Fair Market  Value of such
          shares on the date of grant of such Option.

               (e)  Expiration.  Except as  otherwise  provided  in  Section  10
          hereof,  each Option granted pursuant to Sections 7(a) and 7(c) hereof
          shall cease to be exercisable  ten years after the date on which it is
          granted.

          8.  Exercise  of  Options.  New Outside  Director  Add-on  Options and
Existing  Director  Add-on  Options  (collectively,  "Add-on  Options")  may  be
exercised at any time on or after the date of grant. Unless the exercise date of
a  Vesting  Option  granted  pursuant  to  Sections  7(a)  and  7(c)  hereof  is
accelerated  pursuant to Section 12 hereof, the following provisions shall apply
with respect to the exercise of such Vesting Options:

               (a) during the first  year after the date of grant,  such  Option
          shall not be exercisable; and

               (b) during the second  year after the date of grant,  such Option
          may only be  exercised  as to up to 25% of the shares of Common  Stock
          initially covered thereby; and

               (c) during the third  year after the date of grant,  such  Option
          may only be  exercised  as to up to 50% of the shares of Common  Stock
          initially  covered thereby  (provided that the provisions of paragraph
          (b) above shall not have been violated); and

               (d) during the fourth  year after the date of grant,  such Option
          may only be  exercisable as to up to 75% of the shares of Common Stock
          initially  covered thereby (provided that the provisions of paragraphs
          (b) and (c) above shall not have been violated); and

               (e) such  Option may be  exercised  in its  entirety or as to any
          portion  thereof  at any time  during the fifth year after the date of
          grant  and  thereafter  until  the  term of  such  Option  expires  or
          otherwise ends.

          9. Method of  Exercise.  To the extent  permitted by Section 8 hereof,
Optionees may exercise  their Options from time to time by giving written notice
to the  Company.  The date of  exercise  shall be the date on which the  Company
receives  such notice.  Such notice shall be on a form  furnished by the Company
and shall state the number of shares to be  purchased  and the  desired  closing
date, which date shall be at least fifteen days after the giving of such notice,
unless an earlier date shall have been mutually agreed upon. At the closing, the
Company shall deliver to the Optionee (or other person  entitled to exercise the
Option) at the principal office of the Company,  or such other place as shall be
mutually  acceptable,  a certificate  or  certificates  for such shares  against
payment  in full of the Option  price for the number of shares to be  delivered,
such payment to be by a certified or bank cashier's  check and/or,  if permitted
by the Committee in its discretion,  by transfer to the Company of capital stock
of the Company  having a Fair Market  Value (as  determined  pursuant to Section
2(f)) on the date of exercise  equal to the excess of the purchase price for the
shares  purchased  over the amount (if any) of the  certified or bank  cashier's
check.  If the Optionee (or other person  entitled to exercise the Option) shall
fail to accept  delivery of and pay for all or any part of the shares  specified
in his notice when the  Company  shall  tender such shares to him,  his right to
exercise the Option with respect to such unpurchased shares may be terminated.

          10.  Termination of Board Status. In the event that an Optionee ceases
to serve on the Board for any reason other than cause, death or disability, such
Optionee's Options shall automatically  terminate three months after the date on
which such service terminates, but in any event not later than the date on which
such Options would terminate  pursuant to Section 7(e) hereof. In the event that
an Optionee is removed  from the Board by means of a  resolution  which  recites
that the Optionee is being removed  solely for cause,  such  Optionee's  Options
shall  automatically  terminate  on the date such removal is  effective.  In the
event  that an  Optionee  ceases  to serve on the  Board by  reason  of death or
disability, an Option exercisable by him shall terminate one year after the date
of death or disability of the Optionee, but in any event not later than the date
on which such Options would  terminate  pursuant to Section 7(e) hereof.  During
such  time  after  death,  an Option  may only be  exercised  by the  Optionee's
personal  representative,  executor  or  administrator,  as the case may be.  No
exercise  permitted by this Section 10 shall entitle an Optionee or his personal
representative,  executor or administrator to exercise any portion of any Option
beyond the  extent to which such  Option is  exercisable  pursuant  to Section 8
hereof on the date such Optionee ceases to serve on the Board.

          11.  Changes in Capital  Structure.  In the event that, by reason of a
stock  dividend,   recapitalization,   reorganization,   merger,  consolidation,
reclassification,  stock split-up, combination of shares, exchange of shares, or
comparable  transaction,  the outstanding  shares of Common Stock of the Company
are  hereafter  increased  or  decreased,  or changed  into or  exchanged  for a
different  number or kind of shares or other securities of the Company or of any
other corporation,  then appropriate  adjustments shall be made by the Committee
to the number and kind of shares  reserved for issuance  under the Plan upon the
grant and  exercise of Options and the number and kind of shares  subject to the
automatic grant  provisions of Sections 7(a) and 7(c) hereof.  In addition,  the
Board  shall  make  appropriate  adjustments  to the  number  and kind of shares
subject  to  outstanding  Options,  and  the  purchase  price  per  share  under
outstanding Options shall be appropriately adjusted consistent with such change.
In no event  shall  fractional  shares  be issued or  issuable  pursuant  to any
adjustment made under this Section 11. The  determination of the Committee as to
any such adjustment shall be final and conclusive.

          12. Mandatory Exercise.  Notwithstanding  anything to the contrary set
forth in the Plan,  in the event  that (x) the  Company  should  adopt a plan of
reorganization  pursuant to which (i) it shall merge into,  consolidate with, or
sell substantially all of its assets to, any other corporation or entity or (ii)
any other corporation or entity shall merge into the Company in a transaction in
which the Company shall become a wholly-owned  subsidiary of another entity,  or
(y) the  Company  should  adopt a plan of  complete  liquidation,  then  (I) all
Options granted  hereunder shall be deemed fully vested and (II) the Company may
give an Optionee  written notice thereof  requiring such Optionee  either (a) to
exercise  his or her Options  within  thirty days after  receipt of such notice,
including all installments whether or not they would otherwise be exercisable at
such date, (b) in the event of a merger or consolidation  in which  shareholders
of the Company will receive shares of another  corporation,  to agree to convert
his or her Options into  comparable  options to acquire such shares,  (c) in the
event of a merger or  consolidation  in which  shareholders  of the Company will
receive cash or other property (other than capital  stock),  to agree to convert
his or her  Options  into  such  consideration  (in an amount  representing  the
appreciation  over the exercise  price of such Options) or (d) to surrender such
Options or any unexercised portion thereof.

          13.  Option  Grant.  Each  grant of an  Option  under the Plan will be
evidenced  by a  document  in such form as the  Committee  may from time to time
approve.  Such document will contain such provisions as the Committee may in its
discretion deem advisable,  including without limitation additional restrictions
or conditions upon the exercise of an Option,  provided that such provisions are
not  inconsistent  with any of the  provisions  of the Plan.  The  Committee may
require an Optionee, as a condition to the grant or exercise of an Option or the
issuance or  delivery  of shares  upon the  exercise of an Option or the payment
therefor, to make such representations and warranties and to execute and deliver
such  notices  of  exercise  and  other  documents  as the  Committee  may  deem
consistent  with the Plan or the terms and  conditions of the option  agreement.
Not in limitation of any of the  foregoing,  in any such case referred to in the
preceding  sentence the  Committee  may also require the Optionee to execute and
deliver  documents  (including  the investment  letter  described in Section 14)
containing such  representations,  warranties and agreements as the Committee or
counsel to the Company  shall deem  necessary  or  advisable  to comply with any
exemption from  registration  under the Securities Act of 1933, as amended,  any
applicable State  securities  laws, and any other applicable law,  regulation or
rule.

          14.  Investment  Letter.  If required by the Committee,  each Optionee
shall agree to execute a statement directed to the Company,  upon each and every
exercise by such Optionee of any Options,  that shares issued  thereby are being
acquired for investment  purposes only and not with a view to the redistribution
thereof,  and  containing  an  agreement  that such  shares  will not be sold or
transferred  unless either (1)  registered  under the Securities Act of 1933, as
amended, or (2) exempt from such registration in the opinion of Company counsel.
If required by the Committee,  certificates  representing shares of Common Stock
issued upon exercise of Options shall bear a restrictive  legend summarizing the
restrictions on transferability applicable thereto.

          15.  Requirements  of Law.  The  granting of Options,  the issuance of
shares  upon the  exercise  of an Option,  and the  delivery  of shares upon the
payment therefor shall be subject to compliance with all applicable laws, rules,
and regulations.  Without limiting the generality of the foregoing,  the Company
shall not be obligated to sell,  issue or deliver any shares unless all required
approvals from  governmental  authorities  and stock  exchanges  shall have been
obtained and all applicable  requirements of governmental  authorities and stock
exchanges shall have been complied with.

          16. Tax Withholding. The Company, as and when appropriate,  shall have
the right to require each  Optionee  purchasing  or  receiving  shares of Common
Stock under the Plan to pay any federal,  state,  or local taxes required by law
to be withheld.
7
          17. Nonassignability. No Option shall be assignable or transferable by
an Optionee  except by will or the laws of descent and  distribution or pursuant
to a qualified  domestic relations order as defined by the Internal Revenue Code
of 1986, as amended (the "Code"),  or Title I of the Employee  Retirement Income
Security Act ("ERISA") or the rules thereunder, in which event the terms of this
Plan,  including  all  restrictions  and  limitations  set forth  herein,  shall
continue  to  apply to the  transferee.  Except  as  otherwise  provided  in the
immediately  preceding sentence,  during an Optionee's lifetime, no person other
than the Optionee may exercise his or her Options.

          18.  Optionee's  Rights as Shareholder  and Board Member.  An Optionee
shall have no rights as a shareholder  of the Company with respect to any shares
subject to an Option  until the Option has been  exercised  and the  certificate
with respect to the shares  purchased  upon exercise of the Option has been duly
issued and registered in the name of the Optionee.  Nothing in the Plan shall be
deemed to give an Optionee  any right to a  continued  position on the Board nor
shall it be  deemed to give any  person  any other  right not  specifically  and
expressly provided in the Plan.

          19. Termination and Amendment.  The Board may at any time terminate or
amend the Plan as it may deem advisable,  except that (i) the provisions of this
Plan relating to the amount of shares covered by Options,  the exercise price of
Options or the timing of Option  grants or  exercises  shall not be amended more
than once every six  months,  other than to  comport  with  changes in the Code,
ERISA or the rules  thereunder,  (ii) no such  termination  or  amendment  shall
adversely  affect any Optionee with respect to any right which has accrued under
the Plan in regard to any Option granted prior to such termination or amendment,
and  (iii)  no  such  amendment  shall  be  effective  without  approval  of the
stockholders of the Company if the effect of such amendment is to (a) materially
increase the number of shares of Common Stock  authorized for issuance  pursuant
to the Plan  (otherwise than pursuant to Section 11), (b) increase the number of
shares of Common  Stock  subject to Options,  (c) reduce the  exercise  price of
Options,   (d)  materially   modify  the  requirements  as  to  eligibility  for
participation  in the Plan or (e) materially  increase the benefits  accruing to
participants  under the Plan.  Any  termination  of this Plan will terminate the
obligation of the Company to grant any Option  scheduled to be granted after the
date of such termination.

          20.  Shareholder  Approval.  Any Options granted after January 1, 1997
shall be subject to the condition that the  stockholders  of the Company approve
this  amended  and  restated  Plan at the  Company's  first  Annual  Meeting  of
Shareholders following January 1, 1997.

          21. Sunday or Holiday.  In the event that the time for the performance
of any action or the giving of any notice is called for under the Plan  within a
period of time which  ends or falls on a Sunday or legal  holiday,  such  period
shall be deemed to end or fall on the next date  following  such Sunday or legal
holiday which is not a Sunday or legal holiday.