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                                                                    Exhibit 10.3

                               CYBER DIALOGUE INC.

                   AMENDED AND RESTATED 1997 STOCK OPTION PLAN

                   As Amended and Restated as of June 25, 1998

1.    Purpose; Types of Awards; Construction

      The purpose of the Cyber Dialogue Inc. Amended and Restated 1997 Stock
      Option Plan (the "Plan") is to afford an incentive to directors, officers
      and employees of Cyber Dialogue Inc. (the "Company") or any subsidiary of
      the Company which now exists or hereafter is organized or acquired by the
      Company, to acquire a proprietary interest in the Company, to increase
      their efforts on behalf of the Company and to promote the success of the
      Company's business. The Plan is intended to permit the Committee (as
      defined in Section 3 hereof) to issue options totaling up to twenty
      percent (20%) of the total equity of the Company on a fully diluted basis.
      The Committee may grant options which shall constitute either
      "nonqualified stock options" ("Nonqualified Stock Options") or "incentive
      stock options" ("Incentive Stock Options") within the meaning of Section
      422 of the Internal Revenue Code of 1986, as amended (the "Code").

2.    Definitions

      As used in this Plan, the following words and phrases shall have the
      meanings indicated:

      a)    "Board" shall mean the Board of Directors of the Company.

      b)    "Common Stock" shall mean shares of common stock, par value $.01 per
            share, of the Company.

      c)    "Disability" shall mean the Optionee's incapacity due to physical or
            mental illness, as a result of which the Optionee shall have been
            absent from his duties of employment with the Company on a full-time
            basis for the entire period of three (3) consecutive months, and
            within thirty (30) days after written notice of termination is given
            by the Company (which notice may be given within thirty (30) days
            before or at any time after the end of such three month period)
            shall not have returned to the performance of such duties on a
            fulltime basis.

      d)    "Fair Market Value" per share as of a particular date shall mean (i)
            the closing sales price per share of Common Stock on the national
            securities exchange on which the Common Stock is principally traded,
            for the last preceding date on which there was a sale of such Common
            Stock on such exchange, or (ii) if the shares of Common Stock are
            then traded in an over-the-counter market, the average of the
            closing bid and asked prices for the shares of Common Stock in such
            over-the-counter market for the last preceding date on which there
            was a sale of such Common Stock in such market, or (iii) if the
            shares of Common Stock are not then listed on a national securities
            exchange or traded in an over-the-counter market, such value as the
            Committee, in its sole discretion, shall determine.

      e)    "Option" or "Options" shall mean a grant to an Optionee of an option
            or options to purchase shares of Common Stock. Options granted by
            the Committee pursuant to the Plan shall constitute either
            Nonqualified Stock Options or Incentive Stock Options, as determined
            by the Committee.

      f)    "Parent Corporation" shall mean any corporation (other than the
            Company) in an unbroken chain of corporations ending with the
            employer corporation if, at the time of granting an Option, each of
            the corporations other than the employer corporation owns stock
            possessing fifty percent (50%) or more of the total combined voting
            power of all classes of stock in one of the other corporations in
            such chain.

      g)    "Subsidiary Corporation" shall mean any corporation (other than the
            Company) in an unbroken chain of corporations beginning with the
            employer corporation if, at the time of granting an Option, each of
            the corporations other than the last corporation in the unbroken
            chain owns stock possessing fifty percent (50%) or more of the total
            combined voting power of all classes of stock in one of the other
            corporations in such chain.

      h)    "Ten Percent Stockholder" shall mean an Optionee who, at the time an
            Incentive Stock Option is granted,


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            owns stock possessing more than ten percent (10%) of the total
            combined voting power of all classes of stock of the Company or of
            its Parent or Subsidiary Corporations.

3.    Administration

      The Plan shall be administered by a committee (the "Committee")
      established by the Board, the composition of which shall at all times
      consist of three individuals who are each members of the Board. If no
      Committee is appointed by the Board, the functions of the Committee shall
      be carried out by the Board, provided, however, that if at any time the
      Corporation has outstanding a class of equity securities required to be
      registered under Section 12 of the Securities Exchange Act of 1934, as
      amended (the "1934 Act"), the Corporation shall not grant, designate or
      amend any Options hereunder except through a committee consisting solely
      of two or more persons, each of whom shall qualify as (i) a "Non-Employee
      Director", as that term is defined in subparagraph (b)(3)(i) of Rule 16b-3
      ("Rule 16b-3") promulgated under the 1934 Act, and (ii) an "outside
      director", within the meaning of Section 162(m) of the Code.

      The Committee shall have the authority in its discretion, subject to and
      not inconsistent with the express provisions of the Plan, to administer
      the Plan and to exercise all the powers and authorities either
      specifically granted to it under the Plan or necessary or advisable in the
      administration of the Plan, including, without limitation, the authority
      to grant Options; to determine the purchase price of the shares of Common
      Stock covered by each Option (the "Option Price"); to determine the
      persons to whom, and the time or times at which awards shall be granted,
      (such persons are referred to herein as "Optionees"); to determine the
      number of shares to be covered by each award; to interpret the Plan; to
      prescribe, amend and rescind rules and regulations relating to the Plan;
      to determine the terms and provisions of the agreements (which need not be
      identical) entered into in connection with awards granted under the Plan;
      to cancel or suspend awards, as necessary; and to make all other
      determinations deemed necessary or advisable for the administration of the
      Plan. The Committee may delegate to one or more of its members or to one
      or more agents such administrative duties as it may deem advisable,
      provided, however, that if at any time the Corporation has outstanding a
      class of equity securities required to be registered under Section 12 of
      the 1934 Act, the Committee may not delegate any of its responsibilities
      hereunder to any person who is not both a "Non-Employee Director", as that
      term is defined in subparagraph (b)(3)(i) of Rule 16b-3, and an "outside
      director", within the meaning of Section 162(m) of the Code. The Committee
      or any person to whom it has delegated duties as aforesaid may employ one
      or more persons to render advice with respect to any responsibility the
      Committee or such person may have under the Plan. All decisions,
      determinations and interpretations of the Committee shall be final and
      binding on all Optionees.

      The Board shall fill all vacancies, however caused.

      No member of the Board or Committee shall be liable for any action taken
      or determination made in good faith with respect to the Plan or any award
      granted hereunder.

4.    Eligibility

      Awards may be granted to directors, officers and employees of the Company.
      In determining the persons to whom awards shall be granted and the number
      of shares to be covered by each award, the Committee shall take into
      account the duties of the respective persons, their present and potential
      contributions to the success of the Company and such other factors as the
      Committee shall deem relevant in connection with accomplishing the
      purposes of the Plan.

5.    Common Stock Subject to the Plan

      The maximum number of shares of Common Stock reserved for the grant of
      Options shall be 4,971,000 subject to adjustment as provided in Section 9
      hereof. Such shares may, in whole or in part, be authorized but unissued
      shares or shares that shall have been or may be reacquired by the Company.

      If any outstanding award under the Plan should, for any reason expire, be
      canceled or be terminated, without having been exercised in full, the
      shares of Common Stock allocable to the unexercised, canceled or
      terminated portion of such award shall (unless the Plan shall have been
      terminated) become available for subsequent grants of awards under the
      Plan.


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6.    Incentive Stock Options

      Options granted pursuant to this Section 6 are intended to constitute
      Incentive Stock Options and shall be subject to the following special
      terms and conditions, in addition to the general terms and conditions
      specified in Section 8 hereof.

      a)    Value of Shares. The aggregate Fair Market Value (determined as of
            the date that Incentive Stock Options are granted) of the shares of
            Common Stock with respect to which Options granted under this Plan
            and all other option plans of the Company and any Parent or
            Subsidiary Corporation become exercisable for the first time by an
            Optionee during any calendar year shall not exceed $100,000.

      b)    Ten Percent Stockholders. In the case of an Incentive Stock Option
            granted to a Ten Percent Stockholder, (i) the Option Price shall not
            be less than one hundred ten percent (110%) of the Fair Market Value
            of the shares of Common Stock on the date of grant of such Incentive
            Stock Option, and (ii) the exercise period shall not exceed five (5)
            years from the date of grant of such Incentive Stock Option.

7.    Nonqualified Stock Options

      Options granted pursuant to this Section 7 are intended to constitute
      Nonqualified Stock Options and shall be subject only to the general terms
      and conditions specified in Section 8 hereof.

8.    Terms and Conditions of Options

      Each Option granted pursuant to the Plan shall be evidenced by a written
      agreement between the Company and the Optionee in such form as the
      Committee shall from time to time approve (the "Option Agreement"), which
      Option Agreement shall be subject to and set forth the following terms and
      conditions:

      a)    Number of Shares. Each Option Agreement shall state the number of
            shares of Common Stock to which the option relates.

      b)    Type of Option. Each Option Agreement shall specifically state
            whether the Option constitutes a Nonqualified Stock Option or an
            Incentive Stock Option.

      c)    Option Price. Each Option Agreement shall state the Option Price
            which shall not be less than the Fair Market Value of the shares of
            Common Stock covered by the Option on the date of grant. The Option
            Price shall be subject to adjustment as provided in Section 10
            hereof. The date on which the Committee adopts a resolution
            expressly granting an Option shall be considered the day on which
            such Option is granted, except to the extent any such resolution
            provides otherwise.

      d)    Method and Time of Payment. Each Option Agreement shall require that
            the Option Price be paid in full, at the time of exercise of an
            Option, in cash, by certified or cashier's check.

      e)    Term and Exercisability of Options. Except as otherwise provided in
            this Section 8 or Section 9 hereof or unless otherwise determined by
            the Committee and set forth in the Option Agreement, each
            outstanding Option shall become exercisable in cumulative
            installments of twenty-five percent (25%) per year beginning on the
            first anniversary of the date of grant of the Option or such other
            date as the Committee may determine, as reflected in the Option
            Agreement; provided, however, that, the Committee shall have the
            authority to accelerate the exercisability of any outstanding Option
            at such time and under such circumstances as it, in its sole
            discretion, deems appropriate. Except as specifically provided in
            Sections 8(f) and 8(g) hereof, all Options shall expire ten (10)
            years from the date of grant of such Option (five (5) years in the
            case of an Incentive Stock Option granted to a Ten Percent
            Stockholder) or on such earlier date as may be prescribed by the
            Committee and set forth in the Option Agreement. An Option may be
            exercised, as to any or all full shares of Common Stock as to which
            the Option has become exercisable, by giving written notice of such
            exercise to the Committee or its designated agent; provided,
            however, that an Option may not be exercised at any one time as to
            fewer than 100 shares (or such number of shares as to which the
            Option is then exercisable if such number of shares is less than
            100).


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      f)    Termination of Employment. Except as provided in this Section 8(f)
            and in Sections 8(e) and (g) hereof, each Option granted hereunder
            shall expire, to the extent not theretofore exercised, immediately
            upon the date that the Optionee ceases to be employed by the Company
            or any of its Parent or Subsidiary Corporations (or on such other
            date as may be prescribed by the Committee and set forth in any
            Option Agreement). In addition, if an Optionee ceases to be an
            employee of the Company or any of its Parent or Subsidiary
            Corporations, but becomes or remains an employee of another entity
            affiliated with Wand Partners Inc. or an entity in which Wand
            Partners Inc. invests ("Related Employment"), the Committee may, in
            its sole discretion, continue to treat such Optionee as an employee
            of the Company for purposes of the Plan and any outstanding Options
            granted thereunder for the duration of such Related Employment.

      g)    Death or Disability of Optionee. If an Optionee shall die while
            employed by the Company or a Parent or Subsidiary Corporation (or
            within such longer period as the Committee may have provided
            pursuant to Section 8(f) hereof), or if the Optionee's employment
            shall terminate by reason of Disability, all Options theretofore
            granted to such Optionee (to the extent otherwise exercisable) may,
            unless earlier terminated in accordance with their terms, be
            exercised by the Optionee or by the Optionee's estate or by a person
            who acquired the right to exercise such Options by bequest or
            inheritance or otherwise by reason of the death or Disability of the
            Optionee, at any time within six (6) months after the date of death
            or Disability of the Optionee; provided, however, that the Committee
            may, in any Option Agreement, extend such period of exercisability.
            In the event that an Option granted hereunder shall be exercised by
            the legal representatives of a deceased or former Optionee, written
            notice of such exercise shall be accompanied by a certified copy of
            letters testamentary or equivalent proof of the right of such legal
            representative to exercise such option.

      h)    Other Provisions. The Option Agreements evidencing Options under the
            Plan shall contain such other terms and conditions, not inconsistent
            with the Plan, as the Committee may determine.

9.    Effect of Certain Changes

      a)    If there is any change in the shares of Common Stock through the
            declaration of extraordinary dividends, stock dividends,
            re-capitalization, stock splits, or combinations or exchanges of
            such shares, or in the event of a sale of all or substantially all
            of the assets of the Company (an "Asset Sale"), or the merger or
            consolidation of the Company with or into another corporation (a
            "Merger"), or in the event of other similar transactions, the
            Committee shall promptly make an appropriate adjustment to the
            number and class of shares of Common Stock available for awards, to
            the number of shares covered by outstanding awards after the
            effective date of such transaction, and, if applicable, to the price
            thereof; provided, however, that any fractional shares resulting
            from such adjustment shall be eliminated.

      b)    In the event of the dissolution or liquidation of the Company, in
            the event of any corporate separation or division, including, but
            not limited to, split-up, split-off or spin-off or in the event of
            other similar transactions, the Committee may provide that:

            i)    the Optionee of any Option shall have the right to exercise
                  such Option; and/or

            ii)   each Option granted under the Plan shall terminate as of a
                  date to be fixed by the Committee, and that not be less than
                  thirty (30) days notice of the date so fixed shall be given to
                  each Optionee, who shall have the right, during the period of
                  thirty (30) days preceding such termination, to exercise (to
                  the extent exercisable) with respect to such Option all or any
                  part of the shares of Common Stock covered thereby.

      c)    In the event of an Asset Sale or a Merger, any award then
            outstanding may be assumed or an equivalent award may be substituted
            by such successor corporation or a parent or subsidiary of such
            successor corporation. If such successor corporation does not agree
            to assume the award or to substitute an equivalent award, the Board
            may, in lieu of such assumption or substitution, provide for the
            realization of such outstanding award in the manner set forth in
            subsections 9(b)(i) or 9(b)(ii) above.

      d)    In the event of a change in the Common Stock of the Company as
            presently constituted that is limited to a change of all of its
            authorized shares of Common Stock into the same number of shares
            with a different par value or without par value, the shares
            resulting from any such change shall be deemed to be the Common
            Stock within the meaning of the Plan.


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      e)    Except as hereinbefore expressly provided in this Section 9, the
            Optionee of an award hereunder shall have no rights by reason of any
            subdivision or consolidation of shares of stock of any class or the
            payment of any stock dividend or any other increase or decrease in
            the number of shares of stock of any class or by reason of any
            dissolution, liquidation, Merger or spin-off of assets or stock of
            another company; and any issuance by the Company of shares of stock
            of any class, or securities convertible into shares of stock of any
            class, shall not affect, and no adjustment by reason thereof shall
            be made with respect to, the number or price of shares of Common
            Stock subject to an award. The grant of an award pursuant to the
            Plan shall not affect in any way the right or power of the Company
            to make adjustments, reclassifications, reorganizations or changes
            of its capital or business structures or to merge or to consolidate
            or to dissolve, liquidate or sell, or transfer all or part of its
            business or assets or engage in any similar transactions.

10.   Period During Which Options May Be Granted

      Awards may be granted pursuant to the Plan from time to time within a
      period of ten (10) years from the date the Plan is adopted by the Board,
      or the date the Plan is approved by the stockholders of the Company,
      whichever is earlier.

11.   Nontransferability of Awards

      Awards granted under the Plan shall not be transferable otherwise than by
      will or by the laws of descent and distribution, and awards may be
      exercised or otherwise realized, during the lifetime of the Optionee, only
      by the Optionee or by his guardian or legal representative.

12.   Beneficiary

      An Optionee may file with the Committee a written designation of a
      beneficiary on such form as may be prescribed by the Committee and may,
      from time to time, amend or revoke such designation. If no designated
      beneficiary survives the Optionee, the executor or administrator of the
      Optionee's estate shall be deemed to be the Optionee's beneficiary.

13.   Agreement by Optionee Regarding Withholding Taxes

      If the Committee shall so require, as a condition of exercise of an Option
      granted hereunder, each Optionee shall agree that no later than the date
      of exercise, the Optionee will pay to the Company or make arrangements
      satisfactory to the Committee regarding payment of any federal, state or
      local taxes of any kind required by law to be withheld upon the exercise
      of an Option. To the extent provided in the applicable Option Agreement,
      such payment may be made by the Optionee with shares of Common Stock
      (whether previously owned by, or issuable upon the exercise of an Option
      awarded to, such Optionee) having a Fair Market Value equal to the amount
      of such taxes. Alternatively, the Committee may provide that an Optionee
      may elect, to the extent permitted or required by law, to have the Company
      deduct federal, state and local taxes of any kind required by law to be
      withheld upon the exercise of an Option from any payment of any kind due
      to the Optionee.

14.   Rights as a Stockholder

      An Optionee or a transferee of an award shall have no rights as a
      stockholder with respect to any shares of Common Stock covered by the
      Option until the date of the issuance of a stock certificate to him for
      such shares. No adjustment shall be made for dividends (ordinary or
      extraordinary, whether in cash, securities or other property) or
      distributions of other rights for which the record date is prior to the
      date such stock certificate is issued, except as provided in Section 9
      hereof. Upon the issuance of a stock certificate, all shares of Common
      Stock covered by such certificate shall be subject to the terms of the
      Stockholder Agreement attached as Exhibit A hereto and made a part hereof.

15.   No Rights to Employment

      Nothing in the Plan or in any Option granted hereunder or Option Agreement
      entered into pursuant hereto shall confer upon any Optionee the right to
      continue in the employ of the Company or to be entitled to any


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      remuneration or benefits not set forth in the Plan or such Option
      Agreement or to interfere with or limit in any way the right of the
      Company to terminate such Optionee's employment.

16.   Approval of Stockholders

      The Plan, and any grants of Options thereunder, shall be subject to
      approval by the holder(s) of a majority of the issued and outstanding
      shares of the Company's capital stock which are entitled to vote on the
      subject matter thereof and are present in person or represented by proxy
      at a duly-called meeting of the stockholders of the Company which approval
      must occur within one year after the date that the Plan is adopted by the
      Board. In the event that the stockholders of the Company do not approve
      the Plan at a meeting of the stockholders at which such issue is
      considered and voted upon, then, upon such event, this Plan and all rights
      hereunder or under any Option Agreement entered into in connection
      herewith shall immediately terminate and no Optionee (or any permitted
      transferee thereof) shall have any remaining rights under the Plan.

17.   Amendment and Termination of the Plan

      The Board at any time and from time to time may suspend, terminate, modify
      or amend the Plan; provided, however, that any amendment that would
      materially increase the aggregate number of shares of Common Stock as to
      which awards may be granted under the Plan or materially increase the
      benefits accruing to Optionees under the Plan or materially modify the
      requirements as to eligibility for participation in the Plan shall be
      subject to the approval of the holders of a majority of the Common Stock
      issued and outstanding, except that any such increase or modification that
      may result from adjustments authorized by Section 9 hereof shall not
      require such approval. Except as provided in Section 9 hereof, no
      suspension, termination, modification or amendment of the Plan may
      adversely affect any award previously granted, without the express written
      consent of the Optionee.

18.   Compliance with Section 16(b)

      In the case of Optionees who are or may be subject to Section 16 of the
      1934 Act, it is the intent of the Company that the Plan and any award
      granted hereunder satisfy and be interpreted in a manner that satisfies
      the applicable requirements of Rule 16b-3 so that such persons will be
      entitled to the benefits of Rule 16b-3 or other exemptive rules under
      Section 16 of the 1934 Act and will not be subjected to liability
      thereunder. If any provision of the Plan or any award would otherwise
      conflict with the intent expressed herein, that provision, to the extent
      possible, shall be interpreted and deemed amended so as to avoid such
      conflict. To the extent of any remaining irreconcilable conflict with such
      intent, such provision shall be deemed void as applicable to Optionees who
      are or may be subject to Section 16 of the 1934

19.   Governing Law

      The Plan and all determinations made and actions taken pursuant hereto
      shall be governed by the laws of the State of Delaware without giving
      effect to the conflict of laws principles thereof.

20.   Effective Date and Duration of the Plan

      This Plan shall, subject to Section 16 hereof, be effective as of December
      1, 1996, the date of its adoption by the Board of Directors, and shall
      terminate on the later of (a) the tenth anniversary of the date so
      determined or (b) the last expiration of awards granted hereunder.


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