Exhibit 4.2

NEITHER THIS SERIES A DEBENTURE NOR THE SECURITIES INTO WHICH THIS DEBENTURE IS
CONVERTIBLE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), OR APPLICABLE STATE SECURITIES LAWS. THESE
SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT FOR DISTRIBUTION OR RESALE.
THEY MAY NOT BE OFFERED FOR SALE, SOLD, MORTGAGED, PLEDGED, HYPOTHECATED OR
OTHERWISE TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OR APPLICABLE STATE
SECURITIES LAWS, OR AN OPINION OF A COUNSEL REASONABLY SATISFACTORY TO THE
COMPANY, WHICH OPINION SHALL BE IN FORM, SUBSTANCE, AND SCOPE CUSTOMARY FOR
OPINIONS OF COUNSEL IN COMPARABLE TRANSACTIONS, THAT REGISTRATION IS NOT
REQUIRED..


                               DIALOG GROUP, INC.

                         SERIES A CONVERTIBLE DEBENTURE


U.S. $250,000                                               New York, New York
No.                                                         March 21, 2006


            FOR VALUE RECEIVED, the undersigned, Dialog Group, Inc., a Delaware
corporation (the "Company"), hereby promises to pay to the order of
_______________________________________ or any future permitted holder of this
promissory Debenture (the "Payee"), at the principal office of the Payee set
forth herein, or at such other place as the Payee may designate in writing to
the Company, the principal sum of _____________________________ Dollars (U.S.
$______________), or such other amount as may be outstanding hereunder, together
with any accrued but unpaid interest, in such coin or currency of the United
States of America as at the time shall be legal tender for the payment of public
and private debts and in immediately available funds, as provided in this Series
A Convertible Debenture (the "Debenture").

            1. Principal Payment; Interest Payment; Subordination.

                  (a) The Company shall repay in full the entire principal
balance then outstanding under this Debenture plus any accrued but unpaid
interest on the first to occur (the "Maturity Date") of: (i) March 17, 2008, or
as it may be extended pursuant to the terms hereof, or (ii) the acceleration of
the obligations as contemplated by this Debenture.

                  (b) The Debenture shall bear interest at a rate of one percent
per month. Interest shall be payable monthly in arrears in cash commencing on
May 1, 2006 on the first business day of the each month thereafter. On the first
of May, the amount due shall be Four Thousand One Hundred Sixty Six Dollars and
66 cents ($4,166 Dollars and 66 cents.)


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                  (c) The Principal amount of the Debenture plus any accrued but
unpaid interest will be automatically converted on the Maturity Date. Conversion
may occur prior to the Maturity Date, at the option of the holder pursuant to
Rule 144 (the "Conversion Date").

            2. Conversion Option; Issuance of Certificates.

                  (a) At any time prior to the Maturity Date the outstanding
principal amount of this Debenture plus any accrued but unpaid interest as may
be, at the Payee's sole option, converted into the number of shares of Common
Stock of the Company, par value $.001 per share (the "Common Stock") determined
as follows. The automatic conversion on the Maturity Date shall also be in
accordance with the following. The number of shares of Common Stock to be issued
shall be equal to the principal amount of this Debenture plus any accrued but
unpaid interest being converted divided by the Conversion Price. For purposes of
this Debenture, "Conversion Price" shall mean $0.01. The Conversion Price shall
be subject to adjustment pursuant to Section 4 hereof. Upon conversion of this
Debenture into shares of Common Stock, the outstanding principal amount of this
Debenture, together with any accrued but unpaid interest, shall be deemed to be
the consideration for the Payee's interest in these shares of Common Stock.

                  (b) Upon any conversion in accordance with the foregoing, the
Company shall, not later than five (5) days after the conversion of this
Debenture, issue and deliver to the Payee by express courier a certificate or
certificates representing the number of shares of Common Stock being acquired
upon the conversion of this Debenture.

            3. Ownership Cap and Certain Exercise Restrictions.

                  (a) Notwithstanding anything to the contrary set forth in this
Debenture, at no time may a Holder of this Debenture convert this Debenture if
the number of shares of Common Stock to be issued pursuant to such conversion
would exceed, when aggregated with all other shares of Common Stock owned by
such Holder at such time, the number of shares of Common Stock which would
result in such Holder owning more than 4.999% of all of the Common Stock
outstanding at such time; provided, however, that upon a holder of this
Debenture providing the Company with sixty-one (61) days notice (pursuant to
Section 13 hereof) (the "Waiver Notice") that such Holder would like to waive
this Section 3(a) with regard to any or all shares of Common Stock issuable upon
exercise of this Debenture, this Section 3(a) will be of no force or effect with
regard to all or a portion of the Debenture referenced in the Waiver Notice;
provided, further, that this provision shall be of no further force or effect
during the sixty-one (61) days immediately preceding the expiration of the term
of this Debenture.

                  (b) The Holder may not convert this Debenture hereunder to the
extent such conversion would result in the Holder beneficially owning (as
determined in accordance with Section 13(d) of the Exchange Act and the rules
there under) in excess of 9.999% of the then issued and outstanding shares of
Common Stock, including shares issuable upon conversion of the Debenture held by
the Holder after application of this Section; provided, however, that upon a
holder of this Debenture providing the Company with a Waiver Notice that such
holder would like to waive this Section 3(b) with regard to any or all shares of
Common Stock issuable upon conversion of this Debenture, this Section 3(b) shall
be of no force or effect with regard to those shares of Common Stock referenced
in the Waiver Notice; provided, further, that this provision shall be of no
further force or effect during the sixty-one (61) days immediately preceding the
expiration of the term of this Debenture.

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            4. Adjustment of Conversion Price.

                  (a) The Conversion Price shall be subject to adjustment from
time to time as follows:

                        (i) Adjustments for Stock Splits and Combinations.
If the Company shall at any time or from time to time after the date hereof,
effect a stock split of the outstanding Common Stock, the applicable Conversion
Price in effect immediately prior to the stock split shall be proportionately
decreased. If the Company shall at any time or from time to time after the date
hereof, combine the outstanding shares of Common Stock, the applicable
Conversion Price in effect immediately prior to the combination shall be
proportionately increased. Any adjustments under this Section 4(a)(i) shall be
effective at the close of business on the date the stock split or combination
occurs.

                        (ii)  Adjustments   for   Certain   Dividends   and
Distributions. If the Company shall at any time or from time to time after the
date hereof, make or issue or set a record date for the determination of holders
of Common Stock entitled to receive a dividend or other distribution payable in
shares of Common Stock, then, and in each event, the applicable Conversion Price
in effect immediately prior to such event shall be decreased as of the time of
such issuance or, in the event such record date shall have been fixed, as of the
close of business on such record date, by multiplying, as applicable, the
applicable Conversion Price then in effect by a fraction:

                              (1) the numerator of which shall be the total
number of shares of Common Stock issued and outstanding immediately prior to the
time of such issuance or the close of business on such record date; and

                              (2) the denominator of which shall be the
total number of shares of Common Stock issued and outstanding immediately prior
to the time of such issuance or the close of business on such record date plus
the number of shares of Common Stock issuable in payment of such dividend or
distribution.

                        (iii) Adjustment    for   Other    Dividends    and
Distributions. If the Company shall at any time or from time to time after the
date hereof, make or issue or set a record date for the determination of holders
of Common Stock entitled to receive a dividend or other distribution payable in
other than shares of Common Stock, then, and in each event, an appropriate
revision to the applicable Conversion Price shall be made and provision shall be
made (by adjustments of the Conversion Price or otherwise) so that the holder of
this Debenture shall receive upon conversions thereof, in addition to the number
of shares of Common Stock receivable thereon, the number of securities of the
Company which they would have received had this Debenture been converted into
Common Stock on the date of such event and had thereafter, during the period
from the date of such event to and including the conversion date, retained such
securities (together with any distributions payable thereon during such period),
giving application to all adjustments called for during such period under this
section with respect to the rights of the holder of this Debenture.

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<PAGE>


                   (b) Issue Taxes. The Company shall pay any and all issue and
other taxes, excluding federal, state or local income taxes, that may be payable
in respect of any issue or delivery of shares of Common Stock on conversion of
this Debenture pursuant thereto; provided, however, that the Company shall not
be obligated to pay any transfer taxes resulting from any transfer requested by
any holder in connection with any such conversion.

                  (c) Fractional Shares. No fractional shares of Common Stock
shall be issued upon conversion of this Debenture. In lieu of any fractional
shares to which the Payee would otherwise be entitled, the Company shall pay
cash equal to the product of such fraction multiplied by the average of the
closing bid prices of its Common Stock for the five (5) consecutive trading days
immediately preceding the date of conversion of this Debenture.

                  (d) Reservation of Common Stock. The Company shall at all
times after its 2006 Annual Meeting when this Debenture shall be outstanding,
reserve and keep available out of its authorized but unissued shares of Common
Stock, such number of shares of Common Stock as shall from time to time be
sufficient to effect the conversion of this Debenture.

            5. Common Stock Purchase Warrants.

                  (a) Series A Warrants: The Holder shall be issued Series A
Common Stock Purchase Warrants (the "Series A Warrants") in an amount equal to
30% of the number of Common Shares underlying the Debenture based on the Fixed
Conversion Price. The Series A Warrants shall have a term of ten (10) years from
the effective date and shall have an exercise price equal to one hundred percent
(100%) of the Fixed Conversion Price.

            6. No Rights as Shareholder. Nothing contained in this Debenture
shall be construed as conferring upon the Payee, prior to the conversion of this
Debenture, the right to vote or to receive dividends or to consent or to receive
notice as a shareholder in respect of any meeting of shareholders for the
election of directors of the Company or of any other matter, or any other rights
as a shareholder of the Company.

            7. Right of Offer. The Holder shall have the right of offer to
purchase all or part of the private financing. The Holder shall have ten (10)
trading days to respond. A carve out of this provision will be granted to the
Company for the issuance of stock for situations involving strategic
partnerships, acquisition candidates and public offerings.

            8. Most Favored Nations Exchange. For the twelve (12) month period
after the Closing, if the Company consummates a private equity or equity-linked
financing (the "New Financing"), the Holder may exchange the Debenture at its
Stated Value for the securities in the New Financing at a thirty percent
discount to such New Financing.

            9. Change of Control. In the event of a change of control
transaction, (third party acquiring greater than 50% in voting rights in one or
a series of related transaction) the Holder may elect to have the Debenture
redeemed by the Company at its Face Value plus all accrued interest. The Company
shall satisfy the redemption request in cash or common shares at the Company's
option.

            10. Investment Banking Fee. At Closing, the Investment Banking Firm
of Midtown Partners & Co. LLC will be entitled to an investment banking fee of $
27,777.78 plus a $2,000 non-accountable expense allowance and the issuance of
5,009,002 ten-year Common Stock Purchase Warrants with an exercise price of $.01
per share.

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<PAGE>


            14. Payment on Non-Business Days. Whenever any payment to be made
shall be due on a Saturday, Sunday or a public holiday under the laws of the
State of Delaware, such payment may be due on the next succeeding business day.

            15. Representations and Warranties of the Company. The Company
represents and warrants to the Payee as follows:

                  (a) The Company has been duly incorporated and validly exists
and is in good standing under the laws of the State of Delaware, with full
corporate power and authority to own, lease and operate its properties and to
conduct its business as currently conducted.

                  (b) This Debenture has been duly authorized, validly executed
and delivered on behalf of the Company and is a valid and binding obligation of
the Company enforceable against the Company in accordance with its terms,
subject only to the effect of bankruptcy, insolvency, reorganization,
moratorium, fraudulent conveyance, and other similar laws relating to or
affecting creditors' rights generally and court decisions with respect thereto,
and the award by courts of money damages rather than specific performance of
contractual provisions involving matters other than the payment of money.

                  (c) The execution, delivery and performance of this Debenture
will not (i) conflict with or result in a breach of or a default under any of
the terms or provisions of, (A) the Company's certificate of incorporation or
by-laws, or (B) any material provision of any indenture, mortgage, deed of trust
or other material agreement or instrument to which the Company is a party or by
which it or any of its material properties or assets is bound, (ii) result in a
violation of any material provision of any law, statute, rule, regulation, or
any existing applicable decree, judgment or order by any court, Federal or state
regulatory body, administrative agency, or other governmental body having
jurisdiction over the Company, or any of its material properties or assets or
(iii) result in the creation or imposition of any material lien, charge or
encumbrance upon any material property or assets of the Company or any of its
subsidiaries pursuant to the terms of any agreement or instrument to which any
of them is a party or by which any of them may be bound or to which any of their
property or any of them is subject.

                  (d) 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
Debenture.

            16. Events of Default. The occurrence of any of the following events
shall be an "Event of Default" under this Debenture:

                  (a) the Company shall fail to make the payment of any amount
of any principal outstanding on the date such payment shall become due and
payable hereunder; or

                  (b) the Company shall fail, after five business days notice,
to make interest payments on the date such payments shall become due and payable
hereunder; or

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<PAGE>


                  (c) any representation, warranty or certification made by the
Company herein, or in any certificate or financial statement shall prove to have
been false or incorrect or breached in a material respect on the date as of
which made; or

                  (d) the holder of any indebtedness of the Company or any of
its subsidiaries shall accelerate any payment of any amount or amounts of
principal or interest on any indebtedness (the "Indebtedness") (other than the
Indebtedness hereunder) prior to its stated maturity or payment date the
aggregate principal amount of which Indebtedness of all such persons is in
excess of $100,000, whether such Indebtedness now exists or shall hereinafter be
created, and such accelerated payment entitles the holder thereof to immediate
payment of such Indebtedness which is due and owing and such indebtedness has
not been discharged in full or such acceleration has not been stayed, rescinded
or annulled within ten (10) business days of such acceleration; or

                  (e) A judgment or order for the payment of money shall be
rendered against the Company or any of its subsidiaries in favor of any
plaintiff in excess of $100,000 (net of any applicable insurance coverage) for
all such judgments or orders against all such persons (treating any deductibles,
self insurance or retention as not so covered) that shall not be discharged, and
all such judgments and orders remain outstanding, and there shall be any period
of sixty (60) consecutive days following entry of the judgment or order in
excess of $500,000 or the judgment or order which causes the aggregate amount
described above to exceed $500,000 during which a stay of enforcement of such
judgment or order, by reason of a pending appeal or otherwise, shall not be in
effect; or

                  (f) the Company shall (i) apply for or consent to the
appointment of, or the taking of possession by, a receiver, custodian, trustee
or liquidator of itself or of all or a substantial part of its property or
assets, (ii) admit in writing its inability to pay its debts as such debts
become due, (iii) make a general assignment for the benefit of its creditors,
(iv) commence a voluntary case under the Bankruptcy Code or under the comparable
laws of any jurisdiction (foreign or domestic), (v) file a petition seeking to
take advantage of any bankruptcy, insolvency, moratorium, reorganization or
other similar law affecting the enforcement of creditors' rights generally, (vi)
acquiesce in writing to any petition filed against it in an involuntary case
under the Bankruptcy Code or under the comparable laws of any jurisdiction
(foreign or domestic), or (vii) take any action under the laws of any
jurisdiction (foreign or domestic) analogous to any of the foregoing; or

                  (g) a proceeding or case shall be commenced in respect of the
Company or any of its subsidiaries without its application or consent, in any
court of competent jurisdiction, seeking (i) the liquidation, reorganization,
moratorium, dissolution, winding up, or composition or readjustment of its
debts, (ii) the appointment of a trustee, receiver, custodian, liquidator or the
like of it or of all or any substantial part of its assets or (iii) similar
relief in respect of it under any law providing for the relief of debtors, and
such proceeding or case described in clause (i), (ii) or (iii) shall continue
undismissed, or unstayed and in effect, for a period of thirty (30) consecutive
days or any order for relief shall be entered in an involuntary case under the
Bankruptcy Code or under the comparable laws of any jurisdiction (foreign or
domestic) against the Company or any of its subsidiaries or action under the
laws of any jurisdiction (foreign or domestic) analogous to any of the foregoing
shall be taken with respect to the Company or any of its subsidiaries and shall
continue undismissed, or unstayed and in effect for a period of thirty (30)
consecutive days; or

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<PAGE>


                  (h) failure by the Company to issue the Conversion Shares or
notice from the Company to the Payee, including by way of public announcement,
at any time, of its inability to comply or its intention not to comply with
proper requests for conversion of this Debenture into shares of Common Stock.

            17. Remedies Upon An Event of Default. If an Event of Default shall
have occurred and shall be continuing, the Payee of this Debenture may at any
time at its sole option, after five (5) business days notice, (a) declare the
entire unpaid principal balance of this Debenture, together with all accrued but
unpaid interest, due and payable, and thereupon, the same shall be accelerated
and so due and payable; provided, however, that upon the occurrence of an Event
of Default described in Sections 16(f) and (g), without presentment, demand,
protest, or notice, all of which are hereby expressly unconditionally and
irrevocably waived by the Company, the outstanding principal balance and any
accrued but unpaid interest shall be automatically due and payable; or (b)
exercise or otherwise enforce any one or more of the Payee's rights, powers,
privileges, remedies and interests under this Debenture or applicable law. No
course of delay on the part of the Payee shall operate as a waiver thereof or
otherwise prejudice the right of the Payee. No remedy conferred hereby shall be
exclusive of any other remedy referred to herein or now or hereafter available
at law, in equity, by statute or otherwise. Notwithstanding the foregoing, Payee
agrees that its rights and remedies hereunder are limited to receipt of cash or
shares of Common Stock in the amounts described herein.

            18. Replacement. Upon receipt of a duly executed, notarized and
unsecured written statement from the Payee with respect to the loss, theft or
destruction of this Debenture (or any replacement hereof), and without requiring
an indemnity bond or other security, or, in the case of a mutilation of this
Debenture, upon surrender and cancellation of such Debenture, the Company shall
issue a new Debenture, of like tenor and amount, in lieu of such lost, stolen,
destroyed or mutilated Debenture.

            19. Parties in Interest, Transferability. This Debenture shall be
binding upon the Company and its successors and assigns and the terms hereof
shall inure to the benefit of the Payee and its successors and permitted
assigns. This Debenture may be transferred or sold, subject to the provisions of
Section 28 of this Debenture, or pledged, hypothecated or otherwise granted as
security by the Payee.

            20. Amendments. This Debenture may not be modified or amended in any
manner except in writing executed by the Company and the Payee.

            21. Notices. Any notice, demand, request, waiver or other
communication required or permitted to be given hereunder shall be in writing
and shall be effective (a) upon hand delivery by telecopy or facsimile at the
address or number designated below (if delivered on a business day during normal
business hours where such notice is to be received), or the first business day
following such delivery (if delivered other than on a business day during normal
business hours where such notice is to be received) or (b) on the second
business day following the date of mailing by express courier service, fully
prepaid, addressed to such address, or upon actual receipt of such mailing,
whichever shall first occur. The Company will give written notice to the Payee
at least thirty (30) days prior to the date on which the Company closes its
books and in no event shall such notice be provided to such holder prior to such
information being made known to the public. The Company will also give written
notice to the Payee at least twenty (20) days prior to the date on which
dissolution, liquidation or winding-up will take place and in no event shall
such notice be provided to the Payee prior to such information being made known
to the public.

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<PAGE>


                        Address of the Payee:

                        Address of the Company:
                        Dialog Group, Inc.
                        Attn: Vincent DeCrescenzo, Sr.
                        Twelfth floor
                        257 Park Avenue South
                        New York, NY 10010

                        Tel. No.: (646)-230-1011 Fax No.: (212) -254-1913


      with a copy to:   Mark Alan Siegel, Esq.
                        Suite 400 E
                        1900 Corporate Boulevard
                        Boca Raton, Florida 33431

                        Telephone:  561,988.6835
                        Facsimile:  561.862.0714

            22. Governing Law. This Debenture shall be governed by and construed
in accordance with the internal laws of the State of New York, without giving
effect to the choice of law provisions. This Debenture shall not be interpreted
or construed with any presumption against the party causing this Debenture to be
drafted.

            23. Headings. Article and section headings in this Debenture are
included herein for purposes of convenience of reference only and shall not
constitute a part of this Debenture for any other purpose.

            24. Remedies, Characterizations, Other Obligations, Breaches and
Injunctive Relief. The remedies provided in this Debenture shall be cumulative
and in addition to all other remedies available under this Debenture, at law or
in equity (including, without limitation, a decree of specific performance
and/or other injunctive relief), no remedy contained herein shall be deemed a
waiver of compliance with the provisions giving rise to such remedy and nothing
herein shall limit a Payee's right to pursue actual damages for any failure by
the Company to comply with the terms of this Debenture. Amounts set forth or
provided for herein with respect to payments and the like (and the computation
thereof) shall be the amounts to be received by the Payee and shall not, except
as expressly provided herein, be subject to any other obligation of the Company
(or the performance thereof). The Company acknowledges that a breach by it of
its obligations hereunder will cause irreparable and material harm to the Payee
and that the remedy at law for any such breach may be inadequate. Therefore the
Company agrees that, in the event of any such breach or threatened breach, the
Payee shall be entitled, in addition to all other available rights and remedies,
at law or in equity, to seek and obtain such equitable relief, including but not
limited to an injunction restraining any such breach or threatened breach,
without the necessity of showing economic loss and without any bond or other
security being required.

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<PAGE>


            25. Failure or Indulgence Not Waiver. No failure or delay on the
part of the Payee in the exercise of any power, right or privilege hereunder
shall operate as a waiver thereof, nor shall any single or partial exercise of
any such power, right or privilege preclude other or further exercise thereof or
of any other right, power or privilege.

            26. Enforcement Expenses. The Company agrees to pay all costs and
expenses of enforcement of this Debenture, including, without limitation,
reasonable attorneys' fees and expenses.

            27. Binding Effect. The obligations of the Company and the Payee set
forth herein shall be binding upon the successors and assigns of each such
party, whether or not such successors or assigns are permitted by the terms
hereof.

            28. Compliance with Securities Laws. The Payee of this Debenture
acknowledges that this Debenture is being acquired solely for the Payee's own
account and not as a nominee for any other party, and for investment, and that
the Payee shall not offer, sell or otherwise dispose of this Debenture other
than in compliance with the laws of the United States of America and as guided
by the rules of the Securities and Exchange Commission. This Debenture and any
Debenture issued in substitution or replacement therefore shall be stamped or
imprinted with a legend in substantially the following form:

            "NEITHER THIS DEBENTURE NOR THE SECURITIES INTO WHICH THIS DEBENTURE
            IS CONVERTIBLE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
            1933, AS AMENDED (THE "SECURITIES ACT"), OR APPLICABLE STATE
            SECURITIES LAWS. THESE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND
            NOT FOR DISTRIBUTION OR RESALE. THEY MAY NOT BE OFFERED FOR SALE,
            SOLD, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR
            ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR
            THE SECURITIES UNDER THE SECURITIES ACT OR APPLICABLE STATE
            SECURITIES LAWS, OR AN OPINION OF A COUNSEL REASONABLY SATISFACTORY
            TO THE COMPANY, WHICH OPINION SHALL BE IN FORM, SUBSTANCE, AND SCOPE
            CUSTOMARY FOR OPINIONS OF COUNSEL IN COMPARABLE TRANSACTIONS, THAT
            REGISTRATION IS NOT REQUIRED."

            29. Severability. The provisions of this Debenture are severable,
and if any provision shall be held invalid or unenforceable in whole or in part
in any jurisdiction, then such invalidity or unenforceability shall not in any
manner affect such provision in any other jurisdiction or any other provision of
this Debenture in any jurisdiction.

            30. Consent to Jurisdiction. Each of the Company and the Payee (i)
hereby irrevocably submits to the jurisdiction of the United States District
Court sitting in Manhattan, New York and the courts of the State of New York
located in New York County for the purposes of any suit, action or proceeding
arising out of or relating to this Debenture and (ii) hereby waives, and agrees
not to assert in any such suit, action or proceeding, any claim that it is not
personally subject to the jurisdiction of such court, that the suit, action or
proceeding is brought in an inconvenient forum or that the venue of the suit,
action or proceeding is improper. Each of the Company and the Payee consents to
process being served in any such suit, action or proceeding by mailing a copy
thereof to such party at the address set forth herein and agrees that such
service shall constitute good and sufficient service of process and notice
thereof. Nothing in this Section 30 shall affect or limit any right to serve
process in any other manner permitted by law.

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<PAGE>


            31. Company Waivers. Except as otherwise specifically provided
herein, the Company and all others that may become liable for all or any part of
the obligations evidenced by this Debenture, hereby waive presentment, demand,
notice of nonpayment, protest and all other demands and notices in connection
with the delivery, acceptance, performance and enforcement of this Debenture,
and do hereby consent to any number of renewals of extensions of the time or
payment hereof and agree that any such renewals or extensions may be made
without notice to any such persons and without affecting their liability herein
and do further consent to the release of any person liable hereon, all without
affecting the liability of the other persons, firms or Company liable for the
payment of this Debenture, AND DO HEREBY WAIVE TRIAL BY JURY.

                  (a) No delay or omission on the part of the Payee in
exercising its rights under this Debenture, or course of conduct relating
hereto, shall operate as a waiver of such rights or any other right of the
Payee, nor shall any waiver by the Payee of any such right or rights on any one
occasion be deemed a waiver of the same right or rights on any future occasion.

            IN ORDER TO INDICATE ITS INTENTION TO BE LEGALLY BOUND HEREBY, the
Company has caused this instrument to be executed and delivered as of the date
first written above.

                                    DIALOG GROUP, INC.


                                    By:
                                        --------------------------------------
                                        Peter V.  DeCrescenzo,  President  and
                                        CEO

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