ESCROW
        AGREEMENT

      


      This
        Escrow Agreement (hereinafter the "Escrow Agreement") is made and entered
        into
        as of this 30th
        day of
        June, 2005, by and among Dialog Group, Inc., a Delaware corporation (“DGI”),
        AdValiant Acquisition Corp. ("Acquisition"), a Delaware corporation, AdValiant
        Inc., an Ontario corporation (“AdValiant”), AdValiant USA, Inc. a Delaware
        corporation (“AdValiant USA”), Empire Media, Inc., a Delaware corporation
        (“Empire”), Matthew Wise, and Jivan Manhas, (the last three are collectively
        referred to as the “Shareholders”), and Mark Alan Siegel, Esq., as the Escrow
        Agent ("Escrow Agent").

      


      WHEREAS,
        on the date hereof, DGI, AdValiant, AdValiant USA, and the Shareholders,
        among
        others, entered into an Agreement for Merger ("Merger Agreement"), pursuant
        to
        which 300 shares of DGI Special Voting Stock and 252,514,188 shares of AdValiant
        Exchangeable Shares are to be held in escrow until certain earnings goals
        are
        met; and

      


      WHEREAS,
        the parties desire that Mark Alan Siegel, Esq. serve as Escrow Agent in
        connection with this Escrow Agreement.

      


      Capitalized
        terms used and not otherwise defined herein shall have the meaning ascribed
        to
        them in the Merger Agreement.

      


      NOW
        THEREFORE, in consideration of the foregoing recitals and the mutual covenants
        and obligations herein contained, the parties agree hereto as
        follows:

      


      1.    Escrow
        of Shares.
        (a)
        Immediately upon consummation of the merger, the Shareholders shall cause
        certificates evidencing 300 shares of DGI Special Voting Stock and 252,514,188
        shares of AdValiant Exchangeable Shares (together referred to as the “Escrow
        Stock”) to be delivered to the Escrow Agent together with appropriate
        instruments of transfer endorsed in blank with medallion guarantees
        attached.

      


      (b)
        The
        Shareholders, by the delivery of the Escrow Stock to the Escrow Agent,
        acknowledge and represent that the Escrow Stock is owned, beneficially and
        of
        record, by the Shareholders free and clear of any liens, claims, equities,
        charges, options, rights of first refusal or encumbrances and, further,
        acknowledges and represents that the Escrow Agent has the unrestricted right
        and
        power to transfer, convey and deliver full ownership of the Escrow Stock
        without
        the consent, agreement or joinder of any other person and without any
        designation, declaration or filing with any governmental authority, in
        accordance with the Merger Agreement.

      


      2.    Escrow
        Conditions.
        

      


      a.    The
        Escrow Agent is hereby instructed to receive and hold the Escrow Stock as
        provided in the Merger Agreement.

       

      
        
           

        

        
          -1-

          
            

          

        

        
           

        

      

      b.  Reference
        is made to Sections 4.03, 4.04, 7.04, and 8.06 of the Merger Agreement (The
        “Operative Sections”).

       

      c.  All
        actions of the Escrow Agent shall be governed by the Operative
        Sections.

      


      3.    Escrow
        Period and Delivery.
        The
        escrow period shall commence on the date of the execution of this Escrow
        Agreement, which shall be the same date as the date of the Closing of the
        Merger
        Agreement, and shall continue until the earlier of September 15, 2006 or
        the
        date on which a dispute is resolved pursuant to Section 8.06 of the Merger
        Agreement. 

      


      4.    The
        Shareholders and the Escrow Agent hereby agree that, as long as the Escrow
        Stock
        is held in escrow pursuant to this Escrow Agreement, neither will not take
        any
        action to cancel, sell, pledge, assign, dispose of, or otherwise transfer
        the
        Escrow Stock, except as otherwise provided in the Operative Sections. If
        DGI or
        AdValiant declares a cash dividend or stock dividend or if either splits
        or
        subdivides its shares or issues any shares of its preferred or common stock
        in a
        reclassification, then any the cash dividend or stock dividend shall be issued
        to, and held in escrow by, Escrow Agent in accordance with the terms and
        conditions of this Escrow Agreement. 

      


      5.    The
        Escrow Agent is hereby authorized to exchange the share certificates delivered
        to it for any number and any denomination of share certificates that the
        Escrow
        Agent, in its sole discretion, requires to enable it to satisfy its obligations
        hereunder from time to time, as required pursuant to this Escrow Agreement.
        The
        Escrow Agent shall reregister the Escrow Stock in his name. The Escrow Agent
        shall only vote the Escrow Stock pursuant to the joint written instructions
        of
        DGI and all the Shareholders.

      


      6.    The
        Escrow Agent shall have no duties or obligations other than those specifically
        set forth herein or required by law. The acceptance by the Escrow Agent of
        its
        duties under this Escrow Agreement is subject to the terms and conditions
        hereof, which shall govern and control with respect to its rights, duties,
        liabilities and immunities.

      


      7.    The
        parties hereto understand and agree that the Escrow Agent is not a principal,
        participant, or beneficiary of the underlying transactions which necessitate
        this Escrow Agreement. The Escrow Agent shall be obligated only for the
        performance of such duties as are specifically set forth herein and may rely
        and
        shall be protected in acting or refraining from acting on any instrument
        reasonably believed by it to be genuine and to have been signed or presented
        by
        the proper party or parties, their officers, representatives or agents. As
        long
        as the Escrow Agent has acted in good faith or on the advice of counsel or
        has
        not been guilty of willful misconduct, the Escrow Agent shall have no liability
        under, or duty to inquire beyond the terms and provisions of this Escrow
        Agreement, and it is agreed that its duties are purely ministerial in nature.
        The Escrow Agent shall in no event be liable for any exemplary or consequential
        damages, the parties understanding that this limitation is provided for in
        view
        of the fact that Escrow Agent will receive no compensation (other than
        reimbursement for expenses by Guarantor) for its services
        hereunder.

       

       

      
        
           

        

        
          -2-

          
            

          

        

        
           

        

      

      8.    The
        Escrow Agent shall not be obligated to take any legal actions hereunder against
        any third party who is not a party to this Escrow Agreement which might,
        in the
        Escrow Agent's judgment, involve any expense or liability, unless the Escrow
        Agent shall have been furnished with reasonable indemnity.

      


      9.    The
        Escrow Agent is not bound in any way by any other contract or agreement between
        or among the parties hereto whether or not the Escrow Agent has knowledge
        thereof of its terms and conditions and the Escrow Agent's only duty, liability
        and responsibility shall be to hold and deal with the Escrow Stock as herein
        directed.

      


      10.    The
        Escrow Agent shall not be bound by any modification, amendment, termination,
        cancellation, rescission or supersession of this Escrow Agreement unless
        the
        same shall be in writing and signed by all of the other parties hereto and,
        if
        its duties as Escrow Agent hereunder are affected thereby, unless it shall
        have
        given prior written consent thereto.

      


      11.    DGI
        and
        the Shareholders agree to indemnify the Escrow Agent against, and hold the
        Escrow Agent harmless from, anything which the Escrow Agent may do or refrain
        from doing in connection with its performance or non-performance as Escrow
        Agent
        under this Escrow Agreement and any and all losses, costs, damages, expenses,
        claims and reasonable attorneys' fees suffered or incurred by the Escrow
        Agent
        as a result of, in connection with or arising from or out of the acts of
        omissions of the Escrow Agent in performance of or pursuant to this Escrow
        Agreement, except such acts or omissions as may result from the Escrow Agent's
        willful misconduct.

      


      12.    It
        is
        understood and agreed that should any dispute arise, Escrow Agent is authorized
        and directed to retain the Escrow Stock or deposit it with a court of competent
        jurisdiction until the dispute shall have been settled either by mutual written
        agreement of the parties concerned or by a final order, decree or judgment
        of a
        court of competent jurisdiction after the time for appeal has expired and
        no
        appeal has been perfected, but the Escrow Agent shall be under no duty
        whatsoever to institute or defend any such proceedings.

      


      13.    In
        the
        event of any disagreement between DGI and the Shareholders or any or either
        of
        them concerning this Escrow Agreement or between them, or demands being made
        in
        connection with the Escrow Stock, or in the event that the Escrow Agent is
        in
        doubt as to what action the Escrow Agent should take hereunder, the Escrow
        Agent
        may, at its option, refuse to comply with any claims or demands on it, or
        refuse
        to take any other action hereunder, as long as such disagreement continues
        or
        such doubt exists, and in any such event, the Escrow Agent shall not be or
        become liable in any way or to any person for its failure or refusal to act,
        and
        the Escrow Agent shall be entitled to continue so to refrain from acting
        until:

       

      
 

      
        
           

        

        
          -3-

          
            

          

        

        
           

        

      

      a.    the
        rights of DGI and the Shareholders shall have been fully and finally adjudicated
        by a court of competent jurisdiction; or

      


      b.    all
        differences shall have been adjusted and all doubt resolved by agreement
        between
        DGI and the Shareholders, and the Escrow Agent shall have been notified thereof
        in writing signed by all parties.

      


      14.    The
        terms
        of these instructions are irrevocable by the undersigned unless such revocation
        is consented to in writing by each of DGI and the Shareholders.

      


      15.    The
        terms
        herein shall be binding upon the Escrow Agent and its successors, and upon
        DGI
        and the Shareholders. 

      


      16.    The
        Escrow Agent may resign as escrow agent in respect of the Escrow Stock by
        giving
        written notice to DGI and the Shareholders. The resignation of the Escrow
        Agent
        shall be effective, and the Escrow Agent shall cease to be bound by this
        Escrow
        Agreement, thirty (30) days following the date on which the notice of
        resignation is given.

      


      DGI
        and
        the Shareholders shall, before the effective date of the resignation of the
        Escrow Agent, appoint another escrow holder who shall be acceptable to them
        and
        that such an appointment, when made, shall be binding on them. Upon appointment
        by the new escrow holder, the Escrow Agent shall deliver the Escrow Stock
        to the
        new escrow holder whereupon the Escrow Agent shall not be liable for the
        completion of any further acts pursuant to this Escrow Agreement. In the
        event
        that DGI and the Shareholders do not appoint a new escrow holder prior to
        the
        expiration of the thirty (30) day period, the Escrow Agent shall be entitled
        to
        make application to a court of competent jurisdiction in the State of New
        York
        to be relieved of the obligations upon it and/or to interplead Escrow Stock
        into
        such court and for directions with respect to the delivery of the Escrow
        Stock.
        The Escrow Agent shall be entitled to act in accordance with the direction
        of
        the court without any further liability whatsoever to any other
        party.

      


      17.    The
        Escrow Agent will not receive any compensation for the performance of its
        services in connection with this Escrow Agreement except for the reimbursement
        by DGI of any and all out-of-pocket expenses incurred by the Escrow Agent
        in
        connection with the performance of its services hereunder.

      


      18.    Escrow
        Agent is providing escrow services pursuant to this Escrow Agreement solely
        as
        an accommodation to the DGI and the Shareholders. DGI and shareholders
        acknowledge and agree that Escrow Agent may act as corporate secretary and
        legal
        counsel on behalf of DGI and that in acting in its capacity as Escrow Agent
        hereunder, Escrow Agent shall in no way be disqualified from acting as legal
        counsel on behalf of DGI as a result of (i) Escrow Agent entering into this
        Escrow Agreement, (ii) Escrow Agent performing any of its duties as escrow
        agent
        hereunder, or (iii) any dispute that may arise between any person with respect
        to the Escrowed Stock (and any withdrawal by Escrow Agent as the escrow agent
        hereunder in connection with such dispute).

       

       

      
        
           

        

        
          -4-

          
            

          

        

        
           

        

      

      19.    All
        notices and other communications provided for herein shall be in writing
        and
        shall be delivered personally or sent by registered or certified mail, return
        receipt requested, postage prepaid, or overnight air courier guaranteeing
        next
        day delivery:

      


      
        	
              	(a)	
                If
                  to DGI:

              


        	 	 	 


        	 	 	Dialog Group, Inc.


        	 	 	Attn:
                Peter DeCrescenzo


        	 	 	Twelfth
                Floor, 257 Park Avenue South


        	 	 	New
                York, NY 10010


      

       

      
        	
              	(b)	
                If
                  to the Shareholders: 

              


      

      


      Empire
        Media, Inc.

      Peter
        Bordes

      62
        White
        Street, Suite 3E

      New
        York,
        NY 10013

       

      Matt
        Wise

      2
        St.
        Clair Avenue East, Suite 800

      Toronto,
        Ontario

      M4T
        2T5

       

      Jivan
        Manhas

      2
        St.
        Clair Avenue East, Suite 800

      Toronto,
        Ontario

      M4T
        2T5

      


      
        	
              	(c)	
                If
                  to Escrow Agent to:

              


      

      


      Mark
        Alan
        Siegel, Esq.

      Suite
        400
        E, 1900 Corporate Boulevard

      Boca
        Raton, Florida 33431

       

      All
        notices and communications shall be deemed to have been duly given: at the
        time
        delivered by hand, if personally delivered; at the time received if sent
        by
        facsimile or electronic mail; three days after being deposited in the mail,
        postage prepaid, sent certified mail, return receipt requested, if mailed;
        and
        the next day after timely delivery to the courier, if sent by overnight air
        courier guaranteeing next day delivery. If a notice or communication is mailed
        in the manner provided above within the time prescribed, it is duly given,
        whether or not the addressee receives it.

       

       

      
        
           

        

        
          -5-

          
            

          

        

        
           

        

      

      20.    This
        Escrow Agreement shall be construed according to the laws of the State of
        New
        York.

      


      21.    This
        Escrow Agreement may be executed in any number of counterparts, each of which
        shall be deemed to be an original and all of which taken together shall be
        deemed to constitute one and the same.

      


      IN
        WITNESS WHEREOF, the Parties hereto have executed this Escrow Agreement
        effective as of the day and year first above written.

      


      


      
        	 	
                DIALOG
                  GROUP, INC.

                 

                By:   
                  /s/
                  Peter V. DeCrescenzo

                
                  

                

                Peter
                  V. DeCrescenzo. President

              
	 	 
	 	
                THE
                  SHAREHOLDERS

                 

                Empire
                  Media, Inc.

                 

                By: 
                  /s/
                  Peter Bordes

                
                  

                

                 

                /s/
                  Jivan Manhas

                
                  

                

                Jivan
                  Manhas

                 

                /s/
                  Matt Wise

                
                  

                

                Matt
                  Wise

              
	 	 
	 	
                ESCROW
                  AGENT

                 

                /s/
                  Mark Alan Siegel

                
                  

                

                Mark
                  Alan Siegel

              
	 	 


      

      


      


      
        
           

        

          -6-