RECISSION AGREEMENT

      THIS  AGREEMENT IS AMONG THE PARTIES  ENUMERATED IN THE SIGNATURE  BLOC AT
THE END OF THIS DOCUMENT AND IS DATED AS OF THE 27TH DAY OF DECEMBER 2005.

      REFERENCE  IS MADE to an  Agreement  for Merger (the  "Merger  Agreement")
dated as of June 30,  2005 among  Dialog  Group,  Inc.,  a Delaware  corporation
("DGI"),  AdValiant Acquisition Corp.  ("Acquisition"),  a Delaware corporation,
AdValiant Inc., a corporation  organized under the Ontario Business Corporations
Act ("AdValiant"), AdValiant USA, Inc. a Delaware corporation ("AdValiant USA"),
and Empire Media, Inc., a Delaware  corporation,  Matthew Wise, and Jivan Manhas
(the last three are collectively referred to as the "Shareholders").

      FURTHER  REFERENCE  IS MADE to several  agreements  among the same parties
executed  pursuant  to  Sections  2.01(d)  and  8.01  of the  Merger  Agreement,
specifically  the  Voting  and  Exchange  Trust  Agreement  (the  "Voting  Trust
Agreement"), the Support Agreement, and the Escrow Agreement.

                                    RECITALS

      1.    The  parties  desire to reverse the effects of the Merger and return
to the status quo anti.

      2.    DGI has agreed with the Shareholders to sell control of AdValiant to
its original  owners in exchange for the  cancellation  of the right to exchange
AdValiant Exchangeable Shares for Dialog Group Common Stock, cancellation of the
Exchangeable Shares, return of the DGI Preferred Voting Shares, and repayment of
both  $185,000 of funds  advanced by  Commodore  Factors and $57,000 of expenses
incurred by DGI in the transaction.

      3.    All terms  used in the above  referenced  agreements  shall have the
same meaning herein.

      NOW, THEREFORE, in consideration of the mutual promises and covenants
contained in this Agreement, and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the Parties agree that
the Recitals and References set forth above are true and correct and
incorporated herein as if fully set forth and further agree as follows:

                                    AGREEMENT

                         ARTICLE I - THE ADVALIANT STOCK

Section 1.01 Transfer of AdValiant Class A

      Subject to the delivery and  settlement of the Notes and the  cancellation
of the Exchangeable Shares,  AdValiant USA hereby transfers all of the AdValiant
Class A shares owned by it to the Shareholders.

Section 1.02 Cancellation of the AdValiant Exchangeable Shares

      The  AdValiant  Exchangeable  shares shall be cancelled  and the AdValiant
corporate  documents  amended to reflect  their  return  and  cancellation.  The
Shareholders  acknowledge that, upon cancellation of the Voting Trust Agreement,
they no longer retain the right to exchange their AdValiant  Exchangeable shares
for DGI Common  Stock.  AdValiant  agrees to cancel the  Exchangeable  Shares as
promptly as possible.


<PAGE>

Section 1.03 Transfer of the DGI Preferred Voting Shares

      The Shareholders hereby transfer all of the DGI Preferred Voting Shares to
DGI for  cancellation.  The Shareholders  acknowledge that they no longer retain
the right to vote their DGI Preferred  Voting  Shares.  DGI agrees to cancel the
DGI Preferred Voting Shares as promptly as possible.

Section 1.04 Directions to the Trustee and the Escrow Agent

      DGI, the Shareholders, and AdValiant hereby jointly direct the Trustee and
the Escrow Agent to return the DGI Preferred  Voting Shares to DGI and to return
the  Exchangeable  Shares to  AdValiant  after  receiving  certification  of the
cancellation  of the  Exchangeable  Shares  from the  Ontario  authorities.  The
Trustee and the Escrow Agent agree to so do.

                           ARTICLE II - THE AGREEMENTS

Section 2.01 Cancellation

      Notwithstanding  any provisions therein,  the Voting Trust Agreement,  the
Support  Agreement,  and the Escrow  Agreement  are hereby  cancelled  and shall
hereafter  be void  and of no  further  effect.  The  Shareholders  specifically
relinquish  their rights to exchange  their  AdValiant  Exchangeable  shares for
shares of DGI Common Stock.

                           ARTICLE III - CONSIDERATION

Section 3.01 Amount and Payment Terms

      As additional  consideration  for the AdValiant Class A, the  Shareholders
agree to repay $185,000 of funds advanced by Commodore  Factors to AdValiant and
$57,000 of expenses incurred by DGI in the transaction. Payment is to be made as
follows:

      (a)   With respect to the funds advanced:

      (i)   $5,000 plus $1,850 of interest on the date hereof;

      (ii)  On the tenth of each month  commencing  February 2006 and continuing
            through and including  January 2009, $5,000 plus 30 days interest as
            calculated  in  accordance  with  the  Advance  Note on the  balance
            outstanding after the last principal payment was made.

      (b)   With respect to the expenses incurred:

      (i)   $1,545 on the date hereof;

      (i)   On the tenth of each month  commencing  February 2006 and continuing
            through and including  December 2008,  $1,545 and a final payment of
            $1,380 on January 10, 2009.


Section 3.02 The Advance Note and the Expense Note

      The  obligation  to repay the balance of the advance shall be evidenced by
the  Shareholders'  joint note (the  "Advance  Note") in the amount of  $180,000
executed  concurrently  herewith.  The  obligation  to repay the  balance of the
expenses shall be evidenced by Shareholders'  joint note (the "Expense Note") in
the amount of $55,460 executed concurrently herewith.

<PAGE>

Section 3.03 Receivables Pledged and Accounts Payable

      (a)   A complete  list of all  AdValiant or AdValiant  USA invoices  which
have been  pledged to  Commodore  Factors as of the date  hereof is  attached as
Schedule 3.03(a).

      (b)   A complete list of all AdValiant and AdValiant USA accounts  payable
known to DGI which were  incurred  between  July 1, 2005 and the date  hereof is
attached as Schedule 3.03(b).

      (c)   DGI  represents  and  warrants  that the above  schedules  are true,
complete, and accurate to the best of its knowledge after reasonable inquiry.

      (d)   AdValiant  shall pay all the AdValiant  invoices  listed in Schedule
3.03(b) in  accordance  with their terms.  AdValiant  and the  Shareholders,  in
accordance with Section 3.03(e), shall jointly hold AdValiant USA and its parent
and their officers, directors,  employees, and agents harmless from and against,
and  reimburse  AdValiant  USA  with  respect  to,  any  and all  loss,  damage,
liability,  cost and expense,  including  reasonable  attorneys' fees and costs,
incurred by it by reason of, or arising out of defending against,  settling,  or
paying any invoice listed in Schedule 3.03(b).

      (e)   If a claim  for which  indemnification  may be  sought  pursuant  to
Section  3.03 (d)  against the other party is  asserted,  the party  entitled to
indemnification  hereunder  shall (i)  promptly  give  notice to the other party
stating the nature and basis of the claim, including a description in reasonable
detail of facts giving rise to the claim and (if known) the amount of the claim,
(ii) give reasonable access to all books, records and documents relevant to that
claim and (iii) shall thereafter  permit the other to participate at the other's
sole expense in the  negotiation  and settlement of that claim and to join in or
assume the defense of any legal action arising there from with counsel  selected
by the other and reasonably  satisfactory to the indemnified party. Either party
may  implead  the other in any  action  that is subject  to the  indemnities  in
Sections 3.03(c) and (d)

      (f)   Notwithstanding  the  foregoing,  all  liability  under this section
shall end on December 31, 2006. No claim for  indemnification or offset shall be
permitted  with  respect  to any  claim  made by a third  party  against  either
AdValiant or AdValiant USA after that date.

                       ARTICLE IV - CONTINUING ACTIVITIES

Section 4.01 Factoring

      After the date hereof, no additional  AdValiant accounts  receivable shall
be pledged to Commodore  Factors.  All receivables  outstanding shall be paid to
DGI for transfer to Commodore  Factors in the normal  course of business.  After
the  presently  pledged  receivables  are paid in full,  DGI  shall use its best
efforts  to obtain the  release  of Peter  Bordes  from his  guarantee  of DGI's
obligations to Commodore Factors. Upon the execution hereof, DGI shall provide a
list of the then pledged  receivables not included in Schedule 3.03(a).  For the
purpose of this  section,  amounts  due from Noave  shall not be included in the
pledged receivables, but shall be treated in accordance with Section 4.03.


<PAGE>

Section 4.02 AdVario and Adialogin

      The parties  agree that AdVario is owned by AdValiant and the Adialogin is
owned by DGI.

Section 4.03 Noave, 4MyChild, and HealthExpo


      All invoices due from Noave,  4MyChild,  and  HealthExpo  shall be paid to
DGI. DGI agrees that one half of any funds from Noave,  4MyChild, and HealthExpo
received after the date hereof shall be applied to the  prepayment  first of the
Expense Note and then of the Advance Note.

Section 4.04 Further Actions

      (a)   The  Parties  agree,  in  order to  perfect  the  return  of the DGI
Preferred  Voting  Shares and the  cancellation  of the  AdValiant  Exchangeable
Shares and to otherwise accomplish the purpose of this Agreement, to execute all
documents and take all other action as any Party may reasonably request, whether
at or after the execution  hereof,  as may be reasonably  necessary or proper to
allow the Parties to receive the full benefits of this Agreement.

      (b)   The  Parties  further  agree to make  any  changes  to any  document
executed in connection  with this  Agreement and the merger  reversed  hereby to
correct or remedy  any  deficiencies  with  respect  to  corporate  law or other
issues.

      (c)   The Parties  shall  exchange  General  Releases  excepting  only the
Notes.

      (d)   Promptly after the DGI Voting  Preferred  Shares are cancelled,  DGI
shall close the AdValiant  bank account in Toronto  Dominion Bank. At that time,
all unused checks shall be sent to the Shareholders.

      (e)   Promptly  after  the  execution  hereof,  all  AdValiant  accounting
records,  financial  statements,  bank statements,  expense  records,  and other
documents  and reports  relating to  AdValiant's  business  shall be sent to the
Shareholders.





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<PAGE>

      IN ORDER TO INDICATE THEIR INTENTION TO BE BOUND BY THE TERMS HEREOF,  the
Parties  hereto  have either  executed  this  Agreement  or caused it to be duly
executed by their respective duly authorized officers as of the date first above
written.

DGI AND ADVALIANT USA

DIALOG GROUP, INC. AND ADVALIANT USA, INC.
(F/K/A ADVALIANT ACQUISITION, INC.)


By: /s/ Peter V. DeCrescenzo
    -------------------------------------
    Peter V. DeCrescenzo, President


THE SHAREHOLDERS:                                      ADVALIANT

    Empire Media, Inc.                               AdValiant Inc.

By: /s/ Peter Bordes                        By: /s/ Peter Bordes
    ----------------------------------          --------------------------------
    Peter Bordes                                Peter Bordes, President


    /s/ Matt Wise
    ----------------------------------
    Matt Wise


    /s/ Jivan Manhas
    ----------------------------------
    Jivan Manhas


THE TRUSTEE:

    Empire Media, Inc.

By: /s/ Peter Bordes
    ----------------------------------
    Peter Bordes


THE ESCROW AGENT

    /s/ Mark Alan Siegel
    ----------------------------------
    Mark Alan Siegel