<PAGE>

                                                                 Exhibit 10.11



                                       WARRANT



                             TO PURCHASE COMMON STOCK OF

                                CYBER DIALOGUE INC.












                                                        WARRANT NO. 1
                                                        TO PURCHASE 5,000
                                                        SHARES OF COMMON STOCK

<PAGE>

                                  TABLE OF CONTENTS

                                                                          PAGE
                                                                          ----

1.  DEFINITIONS............................................................. 2
2.  EXERCISE OF WARRANT..................................................... 3
    2.1.  Manner of Exercise................................................ 3
    2.2.  Payment of Taxes.................................................. 4
    2.3.  Fractional Shares................................................. 4
3.  TRANSFER DIVISION AND COMBINATION....................................... 5
    3.1.  Transfer.......................................................... 5
    3.2.  Division and Combination.......................................... 5
    3.3.  Expenses.......................................................... 5
    3.4.  Maintenance of Books.............................................. 5
4.  ADJUSTMENTS TO EXERCISE PRICE AND WARRANT STOCK......................... 5
    4.1.  Adjustment of Exercise Price...................................... 5
    4.2.  Adjustment of Warrant Stock....................................... 6
5.  NOTICES TO WARRANT HOLDERS.............................................. 7
6.  NO IMPAIRMENT........................................................... 7
7.  RESERVATION AND AUTHORIZATION OF CLASS B COMMON STOCK;
    REGISTRATION WITH OR APPROVAL OF ANY GOVERNMENTAL AUTHORITY............. 7
8.  TAKING OF RECORD: STOCK AND WARRANT TRANSFER BOOKS...................... 7
9.  LOSS OR MUTILATION...................................................... 8
10. OFFICE OF THE COMPANY................................................... 8
11. LIMITATION OF LIABILITY................................................. 8
12. MISCELLANEOUS........................................................... 8
    12.1. Notice Generally.................................................. 8
    12.2. Successors and Assigns............................................ 9
    12.3. Severability......................................................10
    12.4. Headings..........................................................10
    12.5. GOVERNING LAW.....................................................10

<PAGE>

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, NOR PURSUANT TO THE SECURITIES OR
"BLUE SKY" LAWS OF ANY STATE. SUCH SECURITIES MAY NOT BE OFFERED, SOLD,
TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE ASSIGNED, EXCEPT PURSUANT TO
(i) A REGISTRATION STATEMENT WITH RESPECT TO SUCH SECURITIES WHICH IS
EFFECTIVE UNDER SUCH ACT, (ii) RULE 144 OR RULE 144A UNDER SUCH ACT, OR (iii)
ANY OTHER EXEMPTION FROM REGISTRATION UNDER SUCH ACT. THIS SECURITY IS
SUBJECT TO RESTRICTIONS ON TRANSFER, VOTING AND OTHER TERMS AND CONDITIONS
SET FORTH IN THE STOCKHOLDERS AGREEMENT (DEFINED BELOW), A COPY OF WHICH MAY
BE OBTAINED FROM CYBER DIALOGUE INC., AT ITS PRINCIPAL EXECUTIVE OFFICES.


                                                                  Warrant No. 1

                                      WARRANT

                           To Purchase Common Stock Of

                               CYBER DIALOGUE INC.


         THIS IS TO CERTIFY THAT, FOR VALUE RECEIVED, AMFM Interactive Inc.,
a Delaware corporation ("AMFMi"), or its registered permitted assigns, is
entitled at any time on or after the date hereof and on or prior to the
Expiration Date (as such term is defined herein) to purchase from Cyber
Dialogue Inc., a Delaware corporation (the "Company"), up to an aggregate of
5,000 ("Warrant Shares") shares of Common Stock, par value $.01 per share
("Common Stock"), of the Company (subject to adjustment as provided herein)
in whole but not in part, at an exercise price per share (the "Exercise
Price") equal to $310 (subject to adjustment as provided herein), all on the
terms and conditions and pursuant to the provisions hereinafter set forth.

         This Warrant has been issued pursuant to that certain Services
Agreement, dated of even date herewith (the "Services Agreement"), by and
between the Company and AMFMi. This Warrant may only be exercised to purchase
Vested Warrant Shares. Warrant Shares shall (as such term is defined herein)
become "Vested Warrant Shares" with respect to:

         (i)     333 Warrant Shares, on August __, 1999;

         (ii)    333 Warrant Shares on the first day of the sixth month of
                 the Initial Term;

         (iii)   334 Warrant Shares on the first day of the twelfth month of
                 the Initial Term;

         (iv)    2,000 Warrant Shares, on the first day of the Extended Term
                 (as such term is defined in the Services Agreement);

<PAGE>

         (v)     1,000 Warrant Shares, on the second anniversary of the first
                 day of the Extended Term; and

         (vi)    1,000 Warrant Shares, on the first day of the renewal of the
                 Services Agreement beyond the Extended Term.


1.  DEFINITIONS

         As used in this Warrant, the following terms have the respective
meanings set forth below:

         "AMFMi" shall have the meaning set forth in the first paragraph of
this Warrant.

         "Business Day" shall mean any day that is not a Saturday or Sunday
or a day on which banking institutions are not required to be open in the
State of New York.

         "Capital Stock" means, with respect to any Person, any and all
shares, interests, participations, or other equivalents (however
designated) of such Person's capital stock, and any warrants, options or
similar rights to acquire such capital stock.

         "Common Stock" shall have the meaning set forth in the first
paragraph of this Warrant, and shall include any shares of Capital Stock into
which such Common Stock may be changed.

         "Company" shall have the meaning set forth in the first paragraph of
this Warrant.

         "Exercise Price" shall have the meaning set forth in the first
paragraph of this Warrant.

         "Expiration Date" shall mean August __, 2005.

         "Holder" shall mean the Person in whose name the Warrant set forth
herein is registered on the books of the Company maintained for such purpose.

         "Person" shall mean any individual, sole proprietorship,
partnership, joint venture, trust, incorporated organization, association,
corporation, institution, public benefit corporation, entity or government
(whether federal, state, county, city, municipal or otherwise, including,
without limitation, any instrumentality, division, agency, body or department
thereof).

         "Sales price" means the closing sales price per share of the Common
Stock (or if no sale prices is reported, the average of the high and low bid
prices) as reported by the principal national or regional stock exchange on
which the Common Stock is listed or, if such Common Stock is not listed on a
national or regional stock exchange, as reported by the Nasdaq Stock Market
or, if not so reported, then the average of the bid and asked prices per
share for such Common Stock as reported by the National Quotation Bureau
Incorporated or, if not so reported,

<PAGE>

the per share fair market value as determined in good faith by the Board of
Directors of the Company.

         "Securities Act" shall mean the Securities Act of 1933, as amended,
or any similar federal statute, and the rules and regulations of the
Securities and Exchange Commission thereunder, all as the same shall be in
effect at the time.

         "Services Agreement" shall have the meaning set forth in the second
paragraph of this Warrant.

         "Warrants" shall mean this Warrant and all Warrants issued upon
transfer, division or combination of, or in substitution for, any thereof.
All Warrants shall at all times be identical as to terms and conditions and
date, except as to the number of shares of Common Stock for which they may be
exercised.

         "Warrant Price" shall mean an amount equal to the product of the
number of shares of Common Stock being purchased upon exercise of this
Warrant and the Exercise Price.

         "Warrant Shares" shall have the meaning set forth in the second
paragraph of this Warrant.

         "Warrant Stock" shall mean the shares of Common Stock purchased by
the holders of the Warrants upon the exercise thereof.

2.       EXERCISE OF WARRANT

         2.1.   MANNER OF EXERCISE. Holder may exercise this Warrant, on any
Business Day on or after the date hereof until 5:00 P.M., New York City time,
on the Expiration Date, for all or any part (but not as to a fractional share
of Common Stock) of the number of shares of Common Stock purchasable
hereunder. This Warrant will terminate automatically and immediately after
5:00 P.M., New York City time, on the Expiration Date.

         In order to exercise this Warrant, Holder shall deliver to the
Company at its principal office at 304 Hudson Street, 6th Floor, New York,
New York 10013 or at the office or agency designated by the Company pursuant
to Section 10, (i) a written notice of Holder's election to exercise this
Warrant, (ii) payment of the Warrant Price (which shall be paid in cash or by
certified or official bank check payable to the Company), and (iii) this
Warrant. Such written notice shall be substantially in the form of the
subscription form appearing at the end of this Warrant as Exhibit A, duly
executed by Holder or its duly appointed agent or attorney. Upon receipt
thereof, the Company shall, as promptly as practicable, and in any event
within five (5) Business Days thereafter, execute or cause to be executed and
deliver or cause to be delivered to Holder a certificate or certificates
representing the aggregate number of full shares of Common Stock so
purchased, together with cash in lieu of any fractional share, as hereinafter
provided. The stock certificate or certificates so delivered shall be, to the
extent possible, in such denomination or denominations as such Holder shall
request in the notice and shall be registered in the name of Holder. Subject
to the provisions of the immediately following paragraph, this Warrant shall
be deemed to have been exercised and such certificate or certificates shall
be deemed to have been issued, and the Holder shall be deemed to have become
a Holder of record

<PAGE>

of such shares for all purposes, as of the date the notice, together with the
cash or certified or official bank check payable to the Company and this
Warrant, is received by the Company as described above and all taxes required
to be paid by Holder, if any, pursuant to Section 2.2 prior to the issuance
of such shares have been paid. Notwithstanding any provision herein to the
contrary, the Company shall not be required to register shares in the name of
any Person who acquired this Warrant (or part hereof) or any Warrant Stock
otherwise than in accordance with this Warrant.

         Notwithstanding any provision herein to the contrary, if the
acquisition of any shares for which this Warrant is exercised requires any
filing (and expiration or early termination of the applicable waiting period)
under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended
(the "HSR Act"), then the issuance of such shares upon such exercise of this
Warrant shall be contingent upon (and shall not be effective until) the
expiration or early termination of such waiting period). In such event, the
Holder shall not be deemed to have become a Holder of such shares for any
purpose unless and until such waiting period has expired or otherwise been
terminated. In the event the acquisition of any shares for which this Warrant
is exercised requires any filing (and expiration or early termination of the
applicable waiting period) under the HSR Act, then the Company will file (or
attempt to cause its ultimate parent entity to file, if applicable), any
notification and report form required to be filed by the Company or such
ultimate parent entity as the "acquired person" (as defined in the HSR Act
and/or applicable rules or regulations promulgated thereunder), with respect
to such acquisition of shares.

         If this Warrant is exercised in part, the Company shall, at the time
of delivery of the certificate or certificates representing the shares of
Common Stock purchasable hereunder (unless this Warrant shall have then
expired), issue and deliver to the Holder a new Warrant in the name of the
Holder evidencing the right of the Holder to acquire the aggregate number of
shares of Common Stock purchasable hereunder that shall not have been
exercised, and this Warrant shall be cancelled.

         2.2.   PAYMENT OF TAXES. All shares of Common Stock issuable upon
the exercise of this Warrant pursuant to the terms hereof shall be validly
issued, fully paid and nonassessable and without any preemptive rights. The
Company shall pay all expenses in connection with, and all taxes and other
governmental charges that may be imposed with respect to, the issue or
delivery thereof, unless such tax or charge is imposed by law upon Holder, in
which case such taxes or charges shall be paid by Holder. The Company shall
not be required, however, to pay any tax or other charge imposed in
connection with any transfer involved in the issue of any certificate for
shares of Common Stock issuable upon exercise of this Warrant in any name
other than that of Holder, and in such case the Company shall not be required
to issue or deliver any stock certificate until such tax or other charge has
been paid or it has been established to the satisfaction of the Company that
no such tax or other charge is due.

         2.3.   FRACTIONAL SHARES. No fractional shares of Common Stock or
scrip representing fractional shares shall be issued upon exercise of this
Warrant. If more than one Warrant shall be exercised at one time by the same
Holder, the number of full shares of Common Stock issuable upon exercise
thereof shall be computed on the basis of the aggregate number of shares of
Common Stock purchasable pursuant to such Warrants or specified portions
thereof so

<PAGE>

exercised. Instead of any fractional share of Common Stock otherwise issuable
upon exercise of any Warrant or Warrants (or specified portions thereof), the
Company shall pay a cash adjustment in respect of such fraction in an amount
equal to the same fraction of the Sales Price at the close of business on the
day of exercise.

3.       TRANSFER DIVISION AND COMBINATION

         3.1.   TRANSFER. Any transfer of this Warrant and all rights
hereunder, in whole or in part, shall be registered on the books of the
Company to be maintained for such purpose, upon surrender of this Warrant at
the principal office of the Company referred to in Section 2.1 or the office
or agency designated by the Company pursuant to Section 10, together with a
written assignment of this Warrant substantially in the form of Exhibit B
hereto duly executed by Holder or its agent or attorney and funds sufficient
to pay any transfer taxes payable upon the making of such transfer. Upon such
surrender and, if required, such payment, the Company shall execute and
deliver a new Warrant or Warrants in the name of the assignee or assignees
and in the denomination specified in such instrument of assignment, and shall
issue to the assignor a new Warrant evidencing the portion of this Warrant
not so assigned, and this Warrant shall promptly be cancelled. A Warrant may
be exercised by a new holder for the purchase of shares of Common Stock
without having a new Warrant issued.

         3.2.   DIVISION AND COMBINATION. This Warrant may be divided or
combined with other Warrants upon presentation hereof at the aforesaid office
or agency of the Company, together with a written notice specifying the names
and denominations in which new Warrants are to be issued, signed by Holder or
its agent or attorney. Subject to compliance with Section 3.1, as to any
transfer which may be involved in such division or combination, the Company
shall execute and deliver a new Warrant or Warrants in exchange for the
Warrant or Warrants to be divided or combined in accordance with such notice.

         3.3.   EXPENSES. The Company shall prepare, issue and deliver at its
own expense (other than transfer taxes) the new Warrant or Warrants under
this Section 3.

         3.4.   MAINTENANCE OF BOOKS. The Company agrees to maintain, at its
aforesaid office or agency, books for the registration and the registration
of transfer of the Warrants.

4.       ADJUSTMENTS TO EXERCISE PRICE AND WARRANT STOCK

         4.1.   ADJUSTMENT OF EXERCISE PRICE. The Exercise Price at which
this Warrant is exercisable shall be subject after the date hereof to
adjustment, without duplication, as follows:

         (a)    In case the Company shall (i) pay a dividend on any class of
its Capital Stock in shares of its Common Stock, (ii) subdivide its
outstanding shares of Common Stock into a greater number of shares or (iii)
combine its outstanding shares of Common Stock into a smaller number of
shares, the Exercise Price in effect immediately prior to such action shall
be adjusted retroactively as provided below so that the Exercise Price
thereafter shall be determined by multiplying the Exercise Price at which
this Warrant was theretofore exercisable by a fraction of which the
denominator shall be the number of shares of Common Stock outstanding
immediately following such action and of which the numerator shall be the
number of shares of Common Stock outstanding immediately

<PAGE>

prior thereto. Such adjustment shall be made whenever any event listed above
shall occur and shall become effective retroactively immediately after the
record date in the case of a dividend and immediately after the effective
date in the case of a subdivision or combination.

         (b)    No adjustment in the Exercise Price shall be required unless
the adjustment would require an increase or decrease of at least 1% in the
Exercise Price then in effect; PROVIDED, HOWEVER, that any adjustments that
by reason of this Section 4.1(b) are not required to be made shall be carried
forward and taken into account in any subsequent adjustment. All
calculations under this section 4.1 shall be made to the nearest cent.

         (c)    In case of any reclassification of the Common Stock, any
consolidation of the Company with, or merger of the Company into, any other
entity, any merger of another entity into the Company (other than a merger
that does not result in any reclassification, conversion, exchange or
cancellation of outstanding shares of Common Stock of the Company), any
compulsory share exchange pursuant to which share exchange the Common Stock is
converted into other securities, cash or other property, then lawful
provision shall be made as part of the terms of such transaction whereby the
Holder of this Warrant shall have the right thereafter, during the period
this Warrant shall be exercisable, to exercise this Warrant only into the
kind and amount of securities, cash and other property receivable upon the
reclassification, consolidation, merger, or share exchange by a holder of the
number of shares of Common Stock of the Company into which this Warrant would
have been exercisable immediately prior to the reclassification,
consolidation, merger, or share exchange. The Company, the Person formed by
consolidation or resulting from the merger or which acquires the Company's
shares, as the case may be, shall make provisions in its certificate or
articles of incorporation or other constituent document to establish such
rights. The certificate or articles of incorporation or other constituent
document shall provide for adjustments, which, for events subsequent to the
effective date of the certificate or articles of incorporation or other
constituent document, shall be as nearly equivalent as may be practicable to
the adjustments provided for in this Section 4. The provisions of this
Section 4.1(c) shall similarly apply to successive reclassifications,
consolidations, mergers, sales, transfers or share exchanges.

         4.2.   ADJUSTMENT OF WARRANT STOCK. Whenever the Exercise Price is
adjusted, as herein provided, the number of shares of Common Stock
purchasable upon exercise of this Warrant following the effectiveness of such
adjustment shall be adjusted to the number of shares of Common Stock equal to
(i) the product of (A) the number of shares of Common Stock purchasable
immediately before such adjustment upon exercise of this Warrant and (B) the
Exercise Price in effect immediately before such adjustment divided by (ii)
the Exercise Price in effect immediately after such adjustment of the
Exercise Price.

5.       NOTICES TO WARRANT HOLDERS

         Whenever an event specified in Section 4.1 shall occur, the Company
shall forthwith prepare a certificate to be executed by an officer of the
Company describing, in

<PAGE>

reasonable detail, the event requiring such adjustment and a computation
thereof. The certificate shall be conclusive evidence of the correctness of
the adjustment in the absence of manifest error. The Company shall promptly
cause a signed copy of such certificate to be delivered to each Holder in
accordance with Section 12.1. The Company shall keep at its principal office
referred to in Section 2.1 or the office or agency designated pursuant to
Section 10 copies of all such certificates and cause the same to be
available for inspection at said office during normal business hours by any
Holder or any prospective purchaser of a Warrant designated by a Holder
thereof.

6.       NO IMPAIRMENT

         The Company shall not by any action, including, without limitation,
amending its certificate of incorporation or through any, reorganization,
transfer of assets, consolidation, merger, dissolution, issue or sale of
securities or any other voluntary action, seek to avoid the observance or
performance of any of the terms of this Warrant, but will at all times in
good faith assist in the carrying out of all such terms and in the taking of
all such actions as may be necessary or appropriate to protect the rights of
Holder against impairment. Without limiting the generality of the foregoing,
the Company will (a) take all such action as may be necessary or appropriate
in order that the Company may validly and legally issue fully paid and
nonassessable shares of Common Stock upon the exercise of this Warrant and
(b) use its commercially reasonable efforts to obtain all such authorizations,
exemptions or consents from any public regulatory body having jurisdiction
thereof as may be necessary to enable the Company to perform its obligations
under this Warrant.

7.       RESERVATION AND AUTHORIZATION OF CLASS B COMMON STOCK;
         REGISTRATION WITH OR APPROVAL OF ANY GOVERNMENTAL AUTHORITY

         The Company shall at all times reserve and keep available for issue
upon the exercise of Warrants such number of its authorized but unissued
shares of Common Stock as will be sufficient to permit the exercise in full
of all outstanding Warrants. All shares of Common Stock which shall be so
issuable, when issued upon exercise of any Warrant and payment therefor in
accordance with the terms of such Warrant, shall be duly and validly issued
and fully paid and nonassessable, and not subject to preemptive rights.

8.       TAKING OF RECORD; STOCK AND WARRANT TRANSFER BOOKS

         In the case of all dividends or other distributions by the Company
to the holders of its Common Stock with respect to which any provision of
Section 4 refers to the taking of a record of such holders, the Company will
in each such case take such a record and will take such record as of the
close of business on a Business Day. The Company will not at any time, except
upon dissolution, liquidation or winding up of the Company, close its stock
transfer books or Warrant transfer books so as to result in preventing or
delaying the exercise or transfer of any Warrant.

9.       LOSS OF MUTILATION

         Upon receipt by the Company from any Holder of evidence reasonably
satisfactory to it of the ownership of and the loss, theft, destruction or
mutilation of this Warrant

<PAGE>

and indemnity reasonably satisfactory to it, and in case of mutilation upon
surrender and cancellation hereof, the Company will execute and deliver in
lieu hereof a new Warrant of like tenor to such Holder; PROVIDED, in the case
of mutilation, no indemnity shall be required if this Warrant in identifiable
form is surrendered to the Company for cancellation.

10.      OFFICE OF THE COMPANY

         As long as any of the Warrants remain outstanding, the Company shall
maintain an office or agency (which may be, and shall initially be, the
principal executive offices of the Company) where the Warrants may be
presented for exercise, registration of transfer, division or combination as
provided in this Warrant.

11.      LIMITATION OF LIABILITY

         No provision hereof, in the absence of affirmation action by Holder
to purchase shares of Common Stock, and no enumeration herein of the rights
or privileges of Holder hereof, shall give rise to any liability of such
Holder for the purchase price of any Common Stock or as a stockholder of the
Company, whether such liability is asserted by the Company or by creditors
of the Company.

12.      MISCELLANEOUS

         12.1   NOTICE GENERALLY. Any notice, demand, request, consent,
approval, declaration, delivery or other communication hereunder to be made
pursuant to the provisions of this Warrant shall be sufficiently given or
made if in writing and either delivered in person with receipt acknowledged
or sent by registered or certified mail, return receipt requested, postage
prepaid, addressed as follows:

         (a)    If to any Holder or Holder of Warrant Stock:

                AMFM Interactive Inc.
                c/o AMFM Inc.
                1845 Woodall Rogers Freeway
                Suite 1300
                Dallas, Texas 75201
                Attention: President of Chancellor Media Services
                Facsimile: (214) 979-6699

                with copies to:

                AMFM Inc.
                1845 Woodall Rodgers Freeway
                Suite 1300
                Dallas, Texas 75201
                Attention: General Counsel
                Facsimile: (214) 979-6699

                and

<PAGE>

                Vinson & Elkins L.L.P.
                3700 Trammell Crow Center
                2001 Ross Avenue
                Dallas, Texas 75201-2975
                Attention: Michael D. Wortley
                Facsimile: (214) 999-7732

         (b)    If to the Company:

                Cyber Dialogue Inc.
                304 Hudson Street
                6th Floor
                New York, New York 10013
                Attention: Mark Esiri
                Facsimile: (212) 255-6622

                with a copy to:

                Skadden, Arps, Slate, Meagher & Flom LLP
                1440 New York Avenue, N.W.
                Washington, D.C. 20005
                Attention: Michael P. Rogan
                Facsimile: (202) 371-7936

or at such other address as may be substituted by notice given as herein
provided. The giving of any notice required hereunder may be waived in
writing by the party entitled to receive such notice. Every notice, demand,
request, consent, approval, declaration, delivery or other communication
hereunder shall be deemed to have been duly given or served on the date on
which personally delivered, with receipt acknowledged, or three (3) Business
Days after the same shall have been deposited in the United States mail.
Failure or delay in delivering copies of any notice, demand, request,
approval declaration, delivery or other communication to the person
designated above to receive a copy shall in no way adversely affect the
effectiveness of such notice, demand, request, approval, declaration,
delivery or other communication.

         12.2.  SUCCESSORS AND ASSIGNS. Subject to the provisions of Section
3.1, this Warrant and the rights evidenced hereby shall inure to the benefit
of and be binding upon the successors of the Company and the successors and
assigns of Holder. The provisions of this Warrant are intended to be for the
benefit of all Holders from time to time of this Warrant and shall be
enforceable by any such Holder or holder of Warrant Stock.

         12.3.  SEVERABILITY. Wherever possible, each provision of this
Warrant shall be interpreted in such manner as to be effective and valid
under applicable law, but if any provision of this Warrant shall be
prohibited by or invalid under applicable law, such provision shall be
ineffective to the extent of such prohibition or invalidity, without
invalidating the remainder of such provision or the remaining provisions of
this Warrant.

<PAGE>

         12.4   HEADINGS. The headings used in this Warrant are for the
convenience of reference only and shall not, for any purpose, be deemed a
part of this Warrant.

         12.5   GOVERNING LAW. THIS WARRANT SHALL BE GOVERNED BY THE LAWS OF
THE STATE OF DELAWARE, WITHOUT REGARD TO THE PROVISIONS THEREOF RELATING TO
CONFLICT OF LAWS.

                   [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

<PAGE>

          IN WITNESS WHEREOF, the Company has caused this Warrant to be duly
executed.

Dated: August 30, 1999


                                 CYBER DIALOGUE INC.

                                 By:       /s/ Mark Esiri
                                    -----------------------------------

                                 Name:         Mark Esiri
                                    -----------------------------------

                                 Title:   CHIEF EXECUTIVE OFFICER
                                    -----------------------------------

<PAGE>

                                      EXHIBIT A

                                   SUBSCRIPTION FORM

                     [To be executed only upon exercise of Warrant]

         The undersigned registered owner of the attached Warrant irrevocably
exercises this Warrant for the purchase of _____ shares of Common Stock of
Cyber Dialogue Inc., and herewith makes payment therefor, all at the price
and on the terms and conditions specified in the attached Warrant and
requests that certificates for the shares of Common Stock hereby purchased
(and any securities or other property issuable upon such exercise) be issued
in the name of and delivered the undersigned at the address set forth below.





                                    ---------------------------------
                                    (Name of Registered Owner)


                                    ----------------------------------
                                    (Signature of Registered Owner)


                                    ----------------------------------
                                    (Street Address)


                                    ----------------------------------
                                    (City)  State)  (Zip Code)


NOTICE:     The signature on this subscription must correspond with the name
            as written upon the face of the attached Warrant in every
            particular, without alteration or enlargement or any change
            whatsoever.

<PAGE>

                                     EXHIBIT B

                                  ASSIGNMENT FORM

         FOR VALUE RECEIVED the undersigned registered owner of the attached
Warrant hereby sells assigns and transfers unto the Assignee named below all
of the rights of the undersigned under the attached Warrant, with respect to
the number of shares of Common Stock set forth below.


                                                  No of Shares
Name and Address of Assignee                    Of Common Stock
----------------------------                    ---------------








and does hereby irrevocably constitute and appoint ___________________
attorney-in-fact to register such transfer on the books of Cyber Dialogue
Inc. maintained for the purpose, with full power of substitution in the
premises.

Dated:                                Print Name:
      ----------------                           ---------------------
                                      Signature
                                                 ---------------------
                                      Witness:
                                                 ---------------------


NOTICE:     This signature on this assignment must correspond with the name
            as written upon the face of the attached Warrant in every
            particular, without alteration or enlargement or any change
            whatsoever.