FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT

                               FIRST AMENDMENT TO
                            ASSET PURCHASE AGREEMENT

      THIS FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT (this "Amendment") is
entered into as of this 31 day of August, 2006, by and among DIALOG GROUP, INC.,
a Delaware corporation ("Dialog Group"), and its wholly-owned subsidiaries,
HEALTHCARE DIALOG, INC., a Delaware corporation ("Healthcare Dialog"), and DATA
DIALOG, INC., a Delaware corporation ("Data Dialog"; together with Dialog Group
and Healthcare Dialog, the "Seller" and each a "Seller Entity"), all with a
principal business address at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇
▇▇▇▇ ▇▇▇▇▇; and DIALOG MARKETING SERVICES, INC., a Delaware corporation, with a
principal business address at ▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇,
or its designee ("Purchaser"). Seller and Purchaser are collectively referred to
herein as the "Parties" and individually as a "Party."

      WHEREAS, the Parties entered into an Asset Purchase Agreement dated as of
August 31, 2006 (the "Purchase Agreement"); and

      WHEREAS, the Parties desire to amend the Purchase Agreement for the
purposes set forth herein, including, without limitation, to clarify the intent
of the parties with respect to the transfer of certain sums on deposit for the
account of Seller.

      NOW, THEREFORE, the Purchase Agreement is hereby amended as follows:

      1. Section 2(b)(viii) of the Purchase Agreement is deleted in its entirety
and replaced with the following:

            "(viii) the lease for Seller's leasehold office space in New York,
      New York, the lease for Seller's leasehold office space in Sunrise,
      Florida (together, the "Leases"), and all security or other deposits held
      for the account of any Seller Entity by or on behalf of the landlords
      pursuant to the terms of the Leases; and"

      2. Except as amended hereby, the terms and provisions of the Purchase
Agreement are hereby ratified and shall remain in full force and effect without
modification or amendment.

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      IN WITNESS WHEREOF, the Parties hereto have executed this First Amendment
to Asset Purchase Agreement as of the date first set forth above.

                                      Seller:

Attest:                               DIALOG GROUP, INC.

                                      By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
-------------------------------          -------------------------------
                                          Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
                                          Title: President

                                      HEALTHCARE DIALOG, INC.

                                      By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
-------------------------------          -------------------------------
                                          Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
                                          Title: President

                                      DATA DIALOG, INC.

                                      By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
-------------------------------          -------------------------------
                                          Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
                                          Title: President

                                      Purchaser:

                                      DIALOG MARKETING SERVICES, INC.

                                      By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
-------------------------------          -------------------------------
                                          Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
                                          Title: President and Chief Executive
                                                 Officer

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