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                                   Exhibit 3.8

                          CERTIFICATE OF INCORPORATION

                                       OF

                               DIALOG GROUP, INC.


1. The name of the corporation is: Dialog Group, Inc.


2. The address of its registered office in the State of Delaware is Corporation
Trust Center, 1209 Orange Street, in the City of Wilmington, County of New
Castle. The name of its registered agent at such address is The Corporation
 Trust Company.

3. The nature of the business or purposes to be conducted or promoted is to
engage in any lawful act or activity for which corporations may be organized
under the General Corporation Law of Delaware.

4. The total number of shares of stock which the corporation shall have
authority to issue is one (1,000) thousand; all of such shares shall be without
par value.

5. The name and mailing address of each incorporator is as follows:

     NAME                                  MAILING ADDRESS
     ----                                  ---------------

Mark Alan Siegel                           Suite 400 E
                                           1900 Corporate Boulevard
                                           Boca Raton, Florida 33431

6. The name and mailing address the person who is to serve as the sole director
until the first annual meeting of the stockholders or until a successor is
elected and qualified, is as follows:


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    NAME                                     MAILING ADDRESS
    ----                                     ---------------

Adrian Stecyk                                Third Floor
                                             17 State Street
                                             New York, N.Y. 10004

7. The corporation is to have perpetual existence.

8. Elections of directors need not be by written ballot unless the by-laws of
the corporation shall provide.

9. Meetings of stockholders may be held within or without the State of Delaware,
as the by-laws may provide. The books of the corporation may be kept (subject to
any provision contained in the statutes) outside the State of Delaware at such
place or places as may be designated from time to time by the board of directors
or in the by-laws of the corporation.

10. The corporation reserves the right to amend, alter, change or repeal any
provision contained in this Certificate of Incorporation, in the manner now or
hereafter prescribed by statute, and all rights conferred upon stockholders
herein are granted subject to this reservation.

11. A director of the corporation shall not be personally liable to the
corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director except for liability (i) for any breach of the director's
duty of loyalty to the corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the Delaware General Corporation
Law, or (iv) for any transaction from which the director derived any improper
personal benefit.


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THE UNDERSIGNED, being the sole incorporator hereinbefore named, for the purpose
of forming a corporation pursuant to the General Corporation Law of the State of
Delaware, makes this Certificate, hereby declaring and certifying that this is
his act and deed and the facts herein stated are true, and accordingly has
hereunto set my hand this 4th day of October, 2002.



                                                /s/ Mark Alan Siegel
                                            ------------------------------
                                            Mark Alan Siegel, Incorporator