AMENDED
        AND RESTATED

       

      SUPPORT
        AGREEMENT

       

       

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      AMENDED
        AND RESTATED

       

      SUPPORT
        AGREEMENT

       

       

      THIS
        AMENDED AND RESTATED SUPPORT AGREEMENT is entered into on this 11th day
        of August 2005 nunc pro tunc as of June 30, 2005, between AdValiant USA,
        Inc., a
        corporation existing under the laws of the State of Delaware (“AdValiant USA”),
        AdValiant Inc., a corporation incorporated under the laws of Ontario (the
        “Corporation”) and Dialog Group, Inc., a corporation incorporated under the laws
        of the State of Delaware (“DGI”);

       

      WHEREAS,
        pursuant to a merger agreement dated as of June 30, 2005, (such agreement
        as it
        may be amended or restated is hereinafter referred to as the “Merger Agreement”)
        by and between, DGI, AdValiant USA, AdValiant Acquisition Corp., Empire Media,
        Inc., Matthew Wise, Jivan Manhas and the Corporation, the parties agreed
        that on
        the closing of the transaction contemplated under the Merger Agreement,
        AdValiant USA, the Corporation and DGI would execute and deliver a Support
        Agreement containing the terms and conditions set forth in an Exhibit to
        the
        Merger Agreement together with such other terms and conditions as may be
        agreed
        to by the parties to the Merger Agreement acting reasonably;

       

      AND
        WHEREAS, pursuant to a reorganization of the capital of the Corporation
        (the “Reorganization”) contemplated in the Merger Agreement, the Corporation and
        Shareholders agreed that all of the outstanding Common Shares of the Corporation
        were reclassified as exchangeable shares (the “Exchangeable Shares”) having the
        rights, privileges, restrictions and conditions (collectively, the “Exchangeable
        Share Provisions”) and the Corporation would issue a specified number of
        Exchangeable Shares to each Shareholder; 

       

      AND
        WHEREAS, pursuant to the Merger Agreement, AdValiant USA and AdValiant
        Acquisition Corp., a wholly-owned subsidiary of DGI, shall merge (the “Merger”)
        and, upon the merger, outstanding shares of common stock of AdValiant USA
        will
        be cancelled and holders of Exchangeable Shares will be entitled to a specified
        number of shares of common stock of DGI; 

       

      AND
        WHEREAS all references to “ParentCo” in this Agreement shall mean
        AdValiant USA if the reference is made to any action to be taken by or in
        respect of ParentCo prior to the effective time of the Merger and shall mean
        DGI
        on and after the effective time of the Merger if the reference is made to
        any
        action to be taken by or in respect of ParentCo;

       

      AND
        WHEREAS, the parties hereto desire to make appropriate provision and to
        establish a procedure whereby AdValiant USA and, following the Merger, DGI
        will
        take certain actions and make certain payments and deliveries necessary to
        ensure that the Corporation will be able to make certain payments and to
        deliver
        or cause to be delivered ParentCo Common Shares in satisfaction of the
        obligations of the Corporation under the Exchangeable Share Provisions with
        respect to the payment and satisfaction of dividends, Liquidation Amounts,
        Retraction Prices and Redemption Prices, all in accordance with the Exchangeable
        Share Provisions’

       

      AND
        WHEREAS, the parties desire to amend and restate the Support
        Agreement,

       

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      NOW,
        THEREFORE, in consideration of the respective covenants and agreements
        provided in this agreement and for other good and valuable consideration
        (the
        receipt and sufficiency of which are hereby acknowledged), the parties agree
        as
        follows:

       

      ARTICLE
        1

      DEFINITIONS
        AND INTERPRETATION

       

      1.1    Defined
        Terms. Except as expressed in the following sentence, each term denoted
        herein by initial capital letters and not otherwise defined herein shall
        have
        the meaning attributed thereto in the Exchangeable Share Provisions, unless
        the
        context requires otherwise.

       

      1.2    Interpretation
        Not Affected by Headings, Etc. The division of this agreement into articles,
        sections and paragraphs and the insertion of headings are for convenience
        of
        reference only and shall not affect the construction or interpretation of
        this
        agreement.

       

      1.3    Number,
        Gender, Etc. Words importing the singular number only shall include the
        plural and vice versa. Words importing the use of any gender shall include
        all
        genders.

       

      1.4    Date
        for Any Action. If any date on which any action is required to be taken
        under this agreement is not a Business Day, such action shall be required
        to be
        taken on the next succeeding Business Day.

       

      ARTICLE
        2

      COVENANTS
        OF PARENTCO AND THE CORPORATION

       

      2.1    Covenants
        of ParentCo Regarding Exchangeable Shares. So long as any Exchangeable
        Shares are outstanding, AdValiant USA (prior to the effective time of the
        Merger) and DGI (on and after the effective time of the Merger)
        will:

       

      
        	(a)	
                not
                  declare or pay any dividend on ParentCo Common Shares unless (A)
                  the
                  Corporation will have sufficient assets, funds and other property
                  available to enable the due declaration and the due and punctual
                  payment
                  in accordance with applicable law of an equivalent dividend on
                  the
                  Exchangeable Shares and (B) subsection 2.1(b) shall be complied
                  with in
                  connection with such dividend;

              


      

       

      
        	(b)	
                cause
                  the Corporation to declare simultaneously with the declaration
                  of any
                  dividend on ParentCo Common Shares an equivalent dividend on the
                  Exchangeable Shares and, when such dividend is paid on ParentCo
                  Common
                  Shares, cause the Corporation to pay simultaneously therewith such
                  equivalent dividend on the Exchangeable Shares, in each case in
                  accordance
                  with the Exchangeable Share
                  Provisions;

              


      

       

      
        	(c)	
                advise
                  the Corporation sufficiently in advance of the declaration by ParentCo
                  of
                  any dividend on ParentCo Common Shares and take all such other
                  actions as
                  are necessary, in cooperation with the Corporation, to ensure that
                  the
                  respective declaration date, record date and payment date for a
                  dividend
                  on the Exchangeable Shares shall be the same as the record date,
                  declaration date and payment date for the corresponding dividend
                  on
                  ParentCo Common Shares;

              


      

       

       

      
        
           

        

        
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        	(d)	
                take
                  all such actions and do all such things as are necessary or desirable
                  to
                  enable and permit the Corporation, in accordance with applicable
                  law, to
                  pay and otherwise perform its obligations with respect to the satisfaction
                  of the Exchangeable Share Consideration representing the Liquidation
                  Amount in respect of each issued and outstanding Exchangeable Share
                  upon
                  the liquidation, dissolution or winding-up of the Corporation or
                  any other
                  distribution of the assets of the Corporation for the purpose of
                  winding
                  up its affairs, including without limitation all such actions and
                  all such
                  things as are necessary or desirable to enable and permit the Corporation
                  to cause to be delivered ParentCo Common Shares to the holders
                  of
                  Exchangeable Shares in accordance with the provisions of Article
                  5 of the
                  Exchangeable Share Provisions;

              


      

       

      
        	(e)	
                take
                  all such actions and do all such things as are necessary or desirable
                  to
                  enable and permit the Corporation, in accordance with applicable
                  law, to
                  pay and otherwise perform its obligations with respect to the satisfaction
                  of the Exchangeable Share Consideration representing the Retraction
                  Price
                  and the Redemption Price, including without limitation all such
                  actions
                  and all such things as are necessary or desirable to enable and
                  permit the
                  Corporation to cause to be delivered ParentCo Common Shares to
                  the holders
                  of Exchangeable Shares, upon the retraction or redemption of the
                  Exchangeable Shares in accordance with the provisions of Article
                  6 or
                  Article 7 of the Exchangeable Share Provisions, as the case may
                  be;
                  and

              


      

       

      
        	(f)	
                not
                  exercise its vote, or cause any of its subsidiaries to exercise
                  their
                  votes, as a shareholder of the Corporation to initiate the amalgamation
                  or
                  voluntary liquidation, dissolution or winding-up of the Corporation
                  nor
                  take any action or omit to take any action that is designed to
                  result in
                  the liquidation, dissolution or winding-up of the
                  Corporation.

              


      

       

      2.2    {Intentionally
        omitted} 

       

      2.3    Notification
        of Certain Events. In order to assist ParentCo to comply with its
        obligations hereunder, the Corporation will give notice of each of the following
        events at the times set forth below to AdValiant USA if such notice is given
        prior to the effective time of the Merger and to DGI if such notice is given
        on
        or after the effective time of the Merger:

       

      
        	(a)	
                in
                  the event of any determination by the Board of Directors of the
                  Corporation in accordance with the Articles of the Corporation
                  to
                  institute voluntary liquidation, dissolution or winding-up proceedings
                  with respect to the Corporation or to effect any other distribution
                  of the
                  assets of the Corporation among its shareholders for the purpose
                  of
                  winding-up its affairs, at least 30 days prior to the proposed
                  effective
                  date of such liquidation, dissolution, winding-up or other
                  distribution;

              


      

       

      
        	(b)	
                immediately,
                  upon the earlier of (i) receipt by the Corporation of notice of,
                  and (ii)
                  the Corporation otherwise becoming aware of, any threatened or
                  instituted
                  claim, suit, petition or other proceedings with respect to the
                  involuntary
                  liquidation, dissolution or winding-up of the Corporation or to
                  effect any
                  other distribution of the assets of the Corporation among its shareholders
                  for the purpose of winding-up its
                  affairs;

              


      

       

       

      
        
           

        

        
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        	(c)	
                immediately,
                  upon receipt by the Corporation of a Retraction Request (as defined
                  in the
                  Exchangeable Share Provisions);

              


      

       

      
        	(d)	
                at
                  least 30 days prior to any accelerated Automatic Redemption Date
                  determined by the Board of Directors of the Corporation in accordance
                  with
                  the Exchangeable Share Provisions;
                  and

              


      

       

      
        	(e)	
                as
                  soon as practicable upon the issuance by the Corporation of any
                  Exchangeable Shares.

              


      

       

      2.4    Delivery
        of ParentCo Common Shares. In furtherance of its obligations hereunder, upon
        notice of any event which requires the Corporation to cause to be delivered
        ParentCo Common Shares to any holder of Exchangeable Shares, ParentCo shall
        forthwith issue and deliver, against proper delivery, the requisite ParentCo
        Common Shares to or to the order of the former holder of the surrendered
        Exchangeable Shares as the Corporation shall direct. Delivery of the ParentCo
        Common Shares shall be made against receipt of either an endorsed Exchangeable
        Share certificate with a medallion guarantee or an affidavit of loss and
        indemnity agreement satisfactory to ParentCo’s counsel. All the ParentCo Common
        Shares shall be duly issued as fully paid and non-assessable and shall be
        free
        and clear of any lien, claim, encumbrance, security interest or adverse claim
        or
        interest created by or through ParentCo.

       

      2.5    Equivalence.
        ParentCo hereby covenants and agrees to cause the Corporation to effect the
        necessary amendments to the Articles of the Corporation to ensure that the
        Exchangeable Shares are adjusted to fully reflect the effect of any stock
        split,
        reverse split, stock dividend (including any dividend or distribution of
        securities convertible into ParentCo Common Shares), reorganization,
        recapitalization or other like change with respect to, or amalgamation, merger
        or other similar transaction affecting ParentCo Common Stock occurring after
        the
        Effective Date.

       

      2.6    Tenders
        Offers, Etc. In the event that a tender offer, share exchange offer, issuer
        bid, take-over bid or similar transaction with respect to ParentCo Common
        Shares
        (an “Offer”) is proposed by ParentCo or is proposed to ParentCo or its
        shareholders and is recommended by the Board of Directors of ParentCo, or
        is
        otherwise effected or to be effected with the consent or approval of the
        Board
        of Directors of ParentCo, ParentCo shall, in good faith, take all such actions
        and do all such things as are necessary or desirable to enable and permit
        holders of Exchangeable Shares to participate in such Offer to the same extent
        and on an equivalent basis as the holders of ParentCo Common Shares, without
        discrimination, including, without limiting the generality of the foregoing,
        ParentCo will use its reasonable best efforts expeditiously to (and shall,
        in
        the case of a transaction proposed by ParentCo or where ParentCo is a
        participant in the negotiation thereof) ensure that holders of Exchangeable
        Shares may participate in all such Offers without being required to retract
        Exchangeable Shares as against the Corporation (or, if so required, to ensure
        that any such retraction shall be effective only upon, and shall be conditional
        upon, the closing of the Offer and only to the extent necessary to tender
        or
        deposit to the Offer).

       

      2.7    Ownership
        of Outstanding Shares. Without the prior approval of the Corporation and the
        prior approval of the holders of the Exchangeable Shares given in accordance
        with Article 9 of the Exchangeable Share Provisions, ParentCo covenants and
        agrees in favour of the Corporation that, following the effective time of
        the
        Merger and as long as any outstanding Exchangeable Shares are owned by any
        person or entity other than ParentCo or any of its Subsidiaries, ParentCo
        will
        be and remain the direct or indirect beneficial owner of securities of the
        Corporation carrying or entitled to not less than 51% of the voting rights
        for
        the election of directors, in each case other than the Exchangeable Shares.
        Notwithstanding the foregoing sentence, ParentCo shall not be in violation
        of
        this section 2.7 if any person or group of persons acquires ParentCo Common
        Shares pursuant to any merger of ParentCo in which ParentCo was not the
        surviving corporation.

       

       

      
        
           

        

        
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      2.8    ParentCo
        Not to Vote Exchangeable Shares. ParentCo covenants and agrees that it will
        appoint and cause to be appointed proxy holders with respect to all Exchangeable
        Shares held by ParentCo and its Subsidiaries for the sole purpose of attending
        each meeting of holders of Exchangeable Shares in order to be counted as
        part of
        the quorum for each such meeting. ParentCo further covenants and agrees that
        it
        will not, and will cause its Subsidiaries not to, exercise any voting rights
        which may be exercisable by holders of Exchangeable Shares from time to time
        pursuant to the Exchangeable Share Provisions or pursuant to the provisions
        of
        the Act with respect to any Exchangeable Shares held by it or by its
        Subsidiaries in respect of any matter considered at any meeting of holders
        of
        Exchangeable Shares. Not withstanding the foregoing, the Exchangeable shares
        held by ParentCo, its Subsidiaries, or the Escrow Agent may be voted if Parent
        Co and all the holders of the Exchangeable Shares agree.

       

      2.9    Due
        Performance. On and after the Effective Date, ParentCo shall duly and timely
        perform all of its obligations under the Merger Agreement and related agreements
        in respect of the Reorganization, including any obligations that may arise
        upon
        the exercise of ParentCo's rights under the Exchangeable Share
        Provisions.

       

      ARTICLE
        3

      RIGHTS
        OF PARENTCO AND PARENTCO SUB TO ACQUIRE EXCHANGEABLE
        SHARES

       

      3.1    Liquidation
        Call Right.

       

      
        	(a)	
                ParentCo
                  or, at ParentCo’s option, ParentCo Sub shall have the overriding right
                  (the “Liquidation Call Right”), in the event of and notwithstanding the
                  proposed liquidation, dissolution or winding-up of the Corporation
                  as
                  referred to in Article 5 of the Exchangeable Share Provisions,
                  to purchase
                  from all, but not less than all, of the holders of Exchangeable
                  Shares on
                  the Liquidation Date all but not less than all of the Exchangeable
                  Shares
                  held by each such holder on payment by whichever of ParentCo and
                  ParentCo
                  Sub is exercising such right (the “LCR Exercising Party”) to each holder
                  of the Exchangeable Share Price applicable on the last Business
                  Day prior
                  to the Liquidation Date (the “Liquidation Call Purchase Price”), which as
                  provided in this section 3.1, shall be fully paid and satisfied
                  by the
                  delivery by, or on behalf of, the LCR Exercising Party of the Exchangeable
                  Share Consideration representing the Liquidation Call Purchase
                  Price. In
                  the event of the exercise of the Liquidation Call Right, it is
                  intended
                  that each holder shall be obligated to sell all the Exchangeable
                  Shares
                  held by the holder to the LCR Exercising Party on the Liquidation
                  Date on
                  payment by the LCR Exercising Party to the holder of the Exchange
                  Share
                  Consideration representing the Liquidation Call Purchase Price
                  for each
                  such share, as provided in section 5.4 of the Exchangeable Share
                  Provisions. The Corporation agrees, for the benefit of the LCR
                  Exercising
                  Party, to enforce against the holders of Exchangeable Shares the
                  provisions of section 5.4 of the Exchangeable Share Provisions
                  to such
                  effect. 

              


      

       

       

      
        
           

        

        
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        	(b)	
                To
                  exercise the Liquidation Call Right, an LCR Exercising Party must
                  notify
                  the Corporation of its intention to exercise such right at least
                  60 days
                  before the Liquidation Date in the case of a voluntary liquidation,
                  dissolution or winding-up of the Corporation and at least five
                  Business
                  Days before the Liquidation Date in the case of an involuntary
                  liquidation, dissolution or winding-up of the Corporation. The
                  Corporation
                  will notify the holders of Exchangeable Shares as to whether or
                  not
                  ParentCo or ParentCo Sub has exercised the Liquidation Call Right
                  forthwith after the expiry of the latest date on which the same
                  may be
                  exercised by ParentCo or ParentCo Sub. If an LCR Exercising Party
                  exercises the Liquidation Call Right, on the Liquidation Date,
                  the LCR
                  Exercising Party will purchase all of the Exchangeable Shares then
                  outstanding for the Exchangeable Share Consideration representing
                  the
                  total Liquidation Call Purchase
                  Price.

              


      

       

      
        	(c)	
                For
                  the purposes of completing the purchase of the Exchangeable Shares
                  pursuant to the Liquidation Call Right, the LCR Exercising Party
                  shall
                  deposit with the Corporation, on or before the Liquidation Date,
                  the
                  Exchangeable Share Consideration for all of the Exchangeable Shares.
                  Provided that such Exchangeable Share Consideration has been so
                  deposited
                  with the Corporation, on and after the Liquidation Date the right
                  of each
                  holder of Exchangeable Shares will be limited to receiving such
                  holder's
                  proportionate share of such Exchangeable Share Consideration representing
                  the total Liquidation Call Purchase Price payable by the LCR Exercising
                  Party without interest upon presentation and surrender by the holder
                  of
                  certificates representing the Exchangeable Shares held by such
                  holder and
                  the holder shall on and after the Liquidation Date be considered
                  and
                  deemed for all purposes to be the holder of the ParentCo Common
                  Share
                  delivered to it. Upon surrender to the Corporation of a certificate
                  or
                  certificates representing the Exchangeable Shares, together with
                  such
                  other documents and instruments as may be required to effect a
                  transfer of
                  Exchangeable Shares under the Act and the by-laws of the Corporation
                  and
                  such additional documents and instruments as the Corporation may
                  reasonably require, the holder of such surrendered certificate
                  or
                  certificates shall be entitled to receive in exchange therefor,
                  and the
                  Corporation on behalf of ParentCo shall deliver to such holder,
                  the
                  Exchangeable Share Consideration to which the holder is entitled.
                  If
                  ParentCo and ParentCo Sub do not exercise the Liquidation Call
                  Right in
                  the manner described above, on the Liquidation Date the holders
                  of the
                  Exchangeable Shares will be entitled to receive in exchange therefor
                  the
                  Exchangeable Share Consideration representing the Liquidation Amount
                  otherwise payable by the Corporation in connection with the liquidation,
                  dissolution or winding-up of the Corporation pursuant to Article
                  5 of the
                  Exchangeable Share Provisions. Notwithstanding the foregoing, until
                  such
                  Exchangeable Share Consideration is delivered to the holder, the
                  holder
                  shall be deemed to still be a holder of Exchangeable Shares for
                  purposes
                  of all voting rights in ParentCo with respect thereto under the
                  Voting and
                  Exchange Trust Agreement.

              


      

       

       

      
        
           

        

        
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        	3.2	
                Redemption
                  Call Right.

              


      

       

      
        	(a)	
                ParentCo
                  or, at ParentCo’s option, ParentCo Sub shall have the overriding right (
                  the “Redemption Call Right”), notwithstanding the proposed redemption of
                  the Exchangeable Shares by the Corporation pursuant to Article
                  7 of the
                  Exchangeable Share Provisions, to purchase from all, but not less
                  than
                  all, of the holders of Exchangeable Shares on the Automatic Redemption
                  Date all but not less than all of the Exchangeable Shares held
                  by each
                  such holder, other than any Subsidiary of ParentCo, on payment
                  by
                  whichever of ParentCo and ParentCo Sub exercises such right (the
“RCR
                  Exercising Party”) to the holder of the Exchangeable Share Price
                  applicable on the last Business Day prior to the Automatic Redemption
                  Date
                  (the “Redemption Call Purchase Price”), which as provided in this section
                  3.2, shall be fully paid and satisfied by the delivery by or on
                  behalf of
                  the RCR Exercising Party of the Exchangeable Share Consideration
                  representing the Redemption Call Purchase Price. In the event of
                  the
                  exercise of the Redemption Call Right by the RCR Exercising Party,
                  it is
                  intended that each holder shall be obligated to sell all the Exchangeable
                  Shares held by the holder to the RCR Exercising Party on the Automatic
                  Redemption Date on payment or on behalf of the ParentCo to the
                  holder of
                  the Exchangeable Share Consideration representing the Redemption
                  Call
                  Purchase Price for each such share as provided in section 7.4 of
                  the
                  Exchangeable Share provisions. The Corporation agrees, for the
                  benefit of
                  the RCR Exercising Party, to enforce against the holders of Exchangeable
                  Shares the provisions of section 7.4 of the Exchangeable Share
                  Provisions
                  to such effect.

              


      

       

      
        	(b)	
                To
                  exercise the Redemption Call Right, an RCR Exercising Party must
                  notify
                  the Corporation of its intention to exercise such right at least
                  60 days
                  before the Automatic Redemption Date. The Corporation will notify
                  the
                  holders of the Exchangeable Shares as to whether or not the Redemption
                  Call Right has been exercised forthwith after the expiry of the
                  latest
                  date on which the same may be exercised. If an RCR Exercising Party
                  exercises its Redemption Call Right, on the Automatic Redemption
                  Date, the
                  RCR Exercising Party will purchase all of the Exchangeable Shares
                  then
                  outstanding for the Exchangeable Share Consideration representing
                  the
                  total Redemption Call Purchase
                  Price.

              


      

       

      
        	(c)	
                For
                  the purposes of completing the purchase of the Exchangeable Shares
                  pursuant to the Redemption Call Right, the RCR Exercising Party
                  shall
                  deposit with the Corporation, on or before the Automatic Redemption
                  Date,
                  the Exchangeable Share Consideration for all the then outstanding
                  Exchangeable Shares representing the total Redemption Call Purchase
                  Price.
                  Provided that such Exchangeable Share Consideration has been so
                  deposited
                  with the Corporation, on and after the Automatic Redemption Date,
                  the
                  rights of each holder of Exchangeable Shares will be limited to
                  receiving
                  such holder’s proportionate share of the Exchangeable Share Consideration
                  representing the total Redemption Call Purchase Price payable by
                  the RCR
                  Exercising Party upon presentation and surrender by the holder
                  of
                  certificates representing the Exchangeable Shares held by such
                  holder and
                  the holder shall on and after the Automatic Redemption Date be
                  considered
                  and deemed for all purposes to be the holder of the Exchangeable
                  Share
                  Consideration delivered by such holder. Upon surrender to the Corporation
                  of a certificate or certificates representing Exchangeable Shares,
                  together with such other documents and instruments as may be required
                  to
                  effect a transfer of Exchangeable Shares under the Act and the
                  by-laws of
                  the Corporation and such additional documents and instruments as
                  the
                  Corporation may reasonably require, the holder of such surrendered
                  certificate or certificates shall be entitled to receive in exchange
                  therefor, and the Corporation shall deliver to such holder, the
                  Exchangeable Share Consideration to which the holder is entitled.
                  If
                  ParentCo or ParentCo Sub do not exercise the Redemption Call Right
                  in the
                  manner described above, on the Automatic Redemption Date, the holders
                  of
                  the Exchangeable Shares will be entitled to receive in exchange
                  therefor
                  the Exchangeable Share Consideration representing the Redemption
                  Price
                  otherwise payable by the Corporation in connection with the redemption
                  of
                  the Exchangeable Shares pursuant to Article 7 of the Exchangeable
                  Share
                  Provisions. Notwithstanding the foregoing, until such Exchangeable
                  Share
                  Consideration is delivered to the holder, the holder shall be deemed
                  to
                  still be a holder of Exchangeable Shares for purposes of all voting
                  rights
                  with respect thereto under the Voting and Exchange Trust
                  Agreement.

              


      

       

       

      
        
           

        

        
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      ARTICLE
        4

      GENERAL

       

      4.1    Term.
        This agreement shall come into force and be effective as of the date hereof
        and
        shall terminate and be of no further force and effect at such time as no
        Exchangeable Shares (or securities or rights convertible into or exchangeable
        for or carrying rights to acquire Exchangeable Shares) are held by any party
        other than ParentCo and any of its Subsidiaries.

       

      4.2    Changes
        in Capital of ParentCo and the Corporation. Notwithstanding the provisions
        of section 4.4 hereof, at all times after the occurrence of any event effected
        pursuant to Section 2.5 or 2.6 hereof, as a result of which either ParentCo
        Common Shares or the Exchangeable Shares or both are in any way changed,
        this
        agreement shall forthwith be amended and modified as necessary in order that
        it
        shall apply with full force and effect, mutatis mutandis, to all new securities
        into which ParentCo Common Shares or the Exchangeable Shares or both are
        so
        changed, and the parties hereto shall execute and deliver an agreement in
        writing giving effect to and evidencing such necessary amendments and
        modifications.

       

      4.3    Severability.
        If any provision of this agreement is held to be invalid, illegal or
        unenforceable, the validity, legality or enforceability of the remainder
        of this
        agreement shall not in any way be affected or impaired thereby and this
        agreement shall be carried out as nearly as possible in accordance with its
        original terms and conditions.

       

      4.4    Amendments,
        Modifications, Etc. This agreement may not be amended or modified except by
        an agreement in writing executed by the Corporation and ParentCo and approved
        by
        the holders of the Exchangeable Shares in accordance with Article 9 of the
        Exchangeable Share Provisions.

       

      4.5    Ministerial
        Amendments. Notwithstanding the provisions of Section 4.4 hereof, the
        parties to this agreement may in writing, at any time and from time to time,
        without the approval of the holders of the Exchangeable Shares, amend or
        modify
        this agreement for the purposes of:

       

      
        	(a)	
                adding
                  to the covenants of either or both parties for the protection of
                  the
                  holders of the Exchangeable Shares;

              


      

       

      
        	(b)	
                making
                  such amendments or modifications not inconsistent with this agreement
                  as
                  may be necessary or desirable with respect to matters or questions
                  which,
                  in the opinion of the board of directors of each of the Corporation
                  and
                  ParentCo, it may be expedient to make, provided that each such
                  board of
                  directors shall be of the opinion that such amendments or modifications
                  will not be prejudicial to the interests of the holders of the
                  Exchangeable Shares; or 

              


      

       

      
        	(c)	
                making
                  such changes or corrections which, on the advice of counsel to
                  the
                  Corporation and ParentCo, are required for the purpose of curing
                  or
                  correcting any ambiguity or defect or inconsistent provision or
                  clerical
                  omission or mistake or manifest error; provided that the boards
                  of
                  directors of each of the Corporation and ParentCo shall be of the
                  opinion
                  that such changes or corrections will not be prejudicial to the
                  interests
                  of the holders of the Exchangeable
                  Shares.

              


      

       

       

      
        
           

        

        
          -8-

          
            

          

        

        
           

        

      

      4.6    Meeting
        to Consider Amendments. The Corporation, at the request of ParentCo, shall
        call a meeting or meetings of the holders of the Exchangeable Shares for
        the
        purpose of considering any proposed amendment or modification requiring approval
        of such shareholders. Any such meeting or meetings shall be called and held
        in
        accordance with the by-laws of the Corporation, the Exchangeable Share
        Provisions and all applicable laws.

       

      4.7    Amendments
        Only in Writing. No amendment to or modification or waiver of any of the
        provisions of this agreement otherwise permitted hereunder shall be effective
        unless made in writing and signed by both of the parties hereto.

       

      4.8    Enurement.
        This agreement shall be binding upon and enure to the benefit of the parties
        hereto and the holders, from time to time, of Exchangeable Shares and each
        of
        their respective heirs, successors and assigns.

       

      4.9    Notices
        to Parties. All notices and other communications between the parties shall
        be in writing and shall be deemed to have been given if delivered personally
        or
        by confirmed telecopy to the parties at the following addresses (or at such
        other address for either such party as shall be specified in like
        notice):

       

      
        	(a)	
                if
                  to ParentCo in connection with the period prior to the effective
                  time of
                  the Merger to:

              


        	 	 


        	 	AdValiant
                USA, Inc.


        	 	257
                Park Avenue South


        	 	Suite
                1201


        	 	New
                York, NY 10010


        	 	Attn: Peter
                Bordes


        	 	Fax: (888)
                239-3375


        	 	Tel: (646)
                230-1013


      

       

       

      
        
           

        

        
          -9-

          
            

          

        

        
           

        

      

       

      
        	(b)	
                if
                  to ParentCo in connection with the period on or after the effective
                  time
                  of the Merger to:

              


        	 	 


        	 	Dialog Group, Inc.


        	 	Twelfth
                Floor


        	 	257
                Park Avenue South


        	 	New
                York, NY 10010


        	 	Attn: Peter
                DeCrescenzo


        	 	Fax: 212-719-7010


        	 	Tel: 212-254-1913


      

       

      
        	(c)	
                if
                  to the Corporation to:

              


        	 	 


        	 	AdValiant Inc.


        	 	2
                St. Clair Avenue East


        	 	Suite
                800


        	 	Toronto,
                Ontario M4T 2T5


        	 	Attn: Jivan
                Manhas


        	 	Fax: (888)
                239-3375


        	 	Tel: 416-644-4951


        	 	 


      

      Any
        notice or other communication given personally shall be deemed to have been
        given and received upon delivery thereof and if given by telecopy shall be
        deemed to have been given and received on the date of confirmed receipt thereof,
        unless such day is not a Business Day, in which case it shall be deemed to
        have
        been given and received upon the immediately following Business
        Day.

       

      4.10    Counterparts.
        This agreement may be executed in counterparts, each of which shall be deemed
        an
        original, and all of which taken together shall constitute one and the same
        instrument.

       

      4.11    Jurisdiction.
        This agreement shall be construed and enforced in accordance with the laws
        of
        the Province of Ontario and the laws of Canada applicable therein.

       

      4.12    Attornment.
        ParentCo agrees that any action or proceeding arising out of or relating
        to this
        agreement maybe instituted in the courts of Ontario, waives any objection
        which
        it may have now or hereafter to the venue of any such action or proceeding,
        irrevocably submits to the jurisdiction of such courts in any such action
        or
        proceeding, agrees to be bound by any judgment of such courts and not to
        seek,
        and hereby waives, any review of the merits of any such judgment by the courts
        of any other jurisdiction and hereby appoints the Corporation at its registered
        office in the Province of Ontario as ParentCo's attorney for service of
        process.

       

      
        
           

        

        
          -10-

          
            

          

        

        
           

        

      

      IN
        WITNESS WHEREOF, AdValiant USA, DGI and the Corporation have caused this
        agreement to be signed by their respective officers thereunder duly authorized,
        all as of the date first written above. 

       

      
        	 	 	 
	 	ADVALIANT
                INC.
	 
 	 
 	 
 
	 	By:  	/s/ Peter
                Bordes
	 	
                

              
	 	Peter
                Bordes, President


      

    

     

    
      	 	 	 
	 	ADVALIANT
              USA, INC.
	 
 	 
 	 
 
	 	By:  	/s/ Peter
              Bordes
	 	
              

            
	 	Peter
              Bordes, President


    

     

    
      	 	 	 
	 	DIALOG
              GROUP, INC.
	 
 	 
 	 
 
	 	By:  	/s/ Peter
              DeCrescenzo
	 	
              

            
	 	Peter
              DeCrescenzo, President


    

     

     

    
      
         

      

        -11-