Exhibit 3(i).2

                           CERTIFICATE OF DESIGNATION
                                       BY
                               DIALOG GROUP, INC.

         Pursuant to the provisions of Sections 151(g) of the Delaware
Corporation Law, Dialogue Group, Inc. hereby amends its Certificate of
Incorporation to cancel two previously created classes of Preferred Stock and to
create a new additional class of preferred stock as follows:

By order of the Board of Directors, the Corporation hereby creates and
authorizes a series of Preferred Stock of 34,500 shares entitled Class C-1
Convertible Preferred Stock ("Class C-1 Preferred") and that each share have the
following preferences, rights, qualifications, limitations and restrictions:

(a) Designation. The series of Preferred Stock created hereby shall be
designated the Class C-1 Preferred Stock [the "Class C-1 Preferred Stock"].

(b) Authorized Shares. The number of shares of Class C-1 Preferred Stock shall
be 34,500 shares.

(c) Liquidation Rights. In the event of any liquidation, dissolution or winding
up of the corporation, either voluntary or involuntary, after setting apart or
paying in full the preferential amounts due to holders of senior capital stock,
if any, the holders of Class C-1 Preferred Stock and parity capital stock, if
any, shall be entitled to receive, prior and in preference to any distribution
of any of the assets or surplus funds of the corporation to the holders of
junior capital stock, including Common Stock, an amount equal to Twenty-two
Dollars and Twenty-five Cents ($22.25) per share, less an amount obtained by
multiplying that amount by the current principal balance divided by the original
principal amount [the "Liquidation Preference"]. If upon such liquidation,
dissolution or winding up of the corporation, the assets of the corporation
available for distribution to the holders of the Class C-1 Preferred Stock and
parity capital stock, if any, shall be insufficient to permit in full the
payment of the Liquidation Preference, then all such assets of the corporation
shall be distributed ratably among the holders of the Class C-1 Preferred Stock
and parity capital stock, if any. Neither the consolidation or merger of the
corporation nor the sale, lease or transfer by the corporation of all or a part
of its assets shall be deemed a liquidation, dissolution or winding up of the
corporation for purposes of this Section (c).

(d) Dividends. The Class C-1 Preferred Stock shall be not be entitled to receive
any dividends.

(e) Conversion Rights. Each share of Class C-1 Preferred Stock shall be
convertible, at the option of the holder, into 1,000 fully paid and
non-assessable shares of the Company's Common Stock, provided, however, that
such conversion would not violate any applicable federal, state, or local law,
rule, regulation, or any judgment, writ, decree, or order binding upon the
Company or the holder, or any provision of the company's or holder's amended
Articles of Incorporation or Bylaws, nor conflict with or contravene the
provisions of any agreement to which the Company and the holder are Parties or
by which they are bound. The foregoing conversion calculation shall be
hereinafter referred to as the "Conversion Ratio". Said conversion ratio shall
be subject to equitable adjustment at the reasonable discretion of the Board of
Directors of the Corporation in the event of the occurrence of capital events
which make such adjustment appropriate, such as a dividend payable in shares of
common stock, combinations of the common stock, a merger or consolidation, or
the like.


         (i) Conversion Procedure. The holder shall effect conversions by
surrendering the certificate(s) representing the Class C-1 Preferred Stock to be
converted to the corporation, together with a form of conversion notice
satisfactory to the corporation, which shall be irrevocable. If the holder is
converting less than all of the shares of Class C-1 Preferred Stock represented
by the certificate tendered, the corporation shall promptly deliver to the
holder a new certificate representing the Class C-1 Preferred Stock not
converted. Not later than five [5] trading days after the conversion date, the
corporation will deliver to the holder, (i) a certificate or certificates, which
shall be subject to restrictive legends and trading restrictions required by
law, representing the number of shares of Common Stock being acquired upon the
conversion; provided, however, that the corporation shall not be obligated to
issue such certificates until the Class C-1 Preferred Stock is delivered to the
corporation. If the corporation does not deliver such certificate(s) by the date
required under this paragraph (e)(i), the holder shall be entitled by written
notice to the corporation at any time on or before receipt of such
certificate(s), to rescind such conversion.

         (ii) Conversion Penalty. In the event the corporation breaches its
obligation to timely deliver the Common Stock on conversion, then without
limiting holder's other rights and remedies, the corporation shall pay to the
holder an amount accruing at the rate of $5.00 per day for each such breach for
each 1,000 shares of Common Stock subject to the conversion, with pro rata
payments for amounts less than 1,000 shares.

         (iii) Adjustments on Stock Splits, Dividends and Distributions. If the
corporation, at any time while any Class C-1 Preferred Stock is outstanding, (a)
shall pay a stock dividend or otherwise make a distribution or distributions on
shares of its Common Stock payable in shares of its capital stock [whether
payable in shares of its Common Stock or of capital stock of any class], (b)
subdivide outstanding shares of Common Stock into a larger number of shares, (c)
combine outstanding shares of Common Stock into a smaller number of shares, or
(d) issue reclassification of shares of Common Stock any shares of capital stock
of the corporation, the Conversion Ratio shall be adjusted by multiplying the
number of shares of Common Stock issuable by a fraction of which the numerator
shall be the number of shares of Common Stock of the corporation outstanding
after such event and of which the denominator shall be the number of shares of
Common Stock outstanding before such event. Any adjustment made pursuant to this
paragraph (e)(iii) shall become effective immediately after the record date for
the determination of stockholders entitled to receive such dividend or
distribution and shall become effective immediately after the effective date in
the case of a subdivision, combination or reclassification. Whenever the
Conversion Ratio is adjusted pursuant to this paragraph, the corporation shall
promptly mail to the Holder a notice setting forth the Conversion Ratio after
such adjustment and setting forth a brief statement of the facts requiring such
adjustment.



         (iv) Adjustments on Reclassifications, Consolidations and Mergers. In
case of reclassification of the Common Stock, any consolidation or merger of the
corporation with or into another person, the sale or transfer of all or
substantially all of the assets of the corporation or any compulsory share
exchange pursuant to which the Common Stock is converted into other securities,
cash or property, then each holder of Class C-1 Preferred Stock then outstanding
shall have the right thereafter to convert such Class C-1 Preferred Stock only
into the shares of stock and other securities and property receivable upon or
deemed to be held by holders of Common Stock following such reclassification,
consolidation, merger, sale, transfer or share exchange, and the Holder shall be
entitled upon such event to receive such amount of securities or property as the
shares of the Common Stock into which such Class C-1 Preferred Stock could have
been converted immediately prior to such reclassification, consolidation,
merger, sale, transfer or share exchange would have been entitled. The terms of
any such consolidation, merger, sale, transfer or share exchange shall include
such terms so as to continue to give to the Holder the right to receive the
securities or property set forth in this paragraph (e)(iv) upon any conversion
following such consolidation, merger, sale, transfer or share exchange. This
provision shall similarly apply to successive reclassifications, consolidations,
mergers, sales, transfers or share exchanges.

         (v) Fractional Shares; Issuance Expenses. Upon a conversion of Class
C-1 Preferred Stock, the corporation shall not be required to issue stock
certificates representing fractions of shares of Common Stock, but shall issue
that number of shares of Common Stock rounded to the nearest whole number. The
issuance of certificates for shares of Common Stock on conversion of Class C-1
Preferred Stock shall be made without charge to the Holder for any documentary
stamp or similar taxes that may be payable in respect of the issue or delivery
of such certificate, provided that the corporation shall not be required to pay
any tax that may be payable in respect of any transfer involved in the issuance
and delivery of any such certificate upon conversion in a name other than that
of the Holder, and the corporation shall not be required to issue or deliver
such certificates unless or until the person or persons requesting the issuance
thereof shall have paid to the corporation the amount of such tax or shall have
established to the satisfaction of the corporation that such tax has been paid.

(f) Voting Rights. Except as otherwise expressly provided herein or as required
by law, the holders of shares of Class C-1 Preferred Stock shall not be entitled
to vote on any matters considered and voted upon by the corporation's Common
Stock. In the event the holders of the Class C-1 Preferred Stock are entitled to
vote on a matter as required by law, the holders shall be entitled to 1,000
votes per share of Class C-1 Preferred Stock.



(g) Reservation of Shares of Common Stock. The corporation covenants that it
will at all times reserve and keep available out of its authorized and unissued
Common Stock solely for the purpose of issuance upon conversion of Class C-1
Preferred Stock as herein provided, free from preemptive rights or any other
actual contingent purchase rights of persons other than the holders of Class C-1
Preferred Stock, such number of shares of Common Stock as shall be issuable upon
the conversion of the outstanding Class C-1 Preferred Stock. If at any time the
number of authorized but unissued shares of Common Stock shall not be sufficient
to effect the conversion of all outstanding Class C-1 Preferred Stock, the
corporation will take such corporate action necessary to increase its authorized
shares of Common Stock to such number as shall be sufficient for such purpose.
The corporation covenants that all shares of Common Stock that shall be so
issuable shall, upon issue, be duly and validly authorized, issued and fully
paid and non-assessable.

(h) No Reissuance of Class C-1 Preferred Stock. No shares of the Class C-1
Preferred Stock acquired by the corporation by reason of redemption, purchase,
conversion or otherwise shall be reissued, and all such shares shall be
cancelled, retired and eliminated from the shares of capital stock which the
corporation shall be authorized to issue.

(i) Mandatory Redemption. There shall be no mandatory redemption.


         IN WITNESS WHEREOF, said Dialog Group, Inc. has caused this Certificate
to be signed by Mark Alan Siegel, its Secretary, this 29th day of May 2003.
Dialog Group, Inc.



                                     By: _____________________________
                                         Mark Alan Siegel, Secretary