<PAGE>


                      CYBER DIALOGUE INC. 2000 STOCK INCENTIVE PLAN

1.      PURPOSE AND TYPES OF AWARDS.

        The purpose of the Cyber Dialogue Inc. 2000 Stock Incentive Plan (the
"Plan") is to promote the long-term growth and profitability of Cyber Dialogue
Inc. (the "Company") by (i) providing key people with incentives to improve
stockholder value and to contribute to the growth and financial success of the
Company, and (ii) enabling the Company to attract, retain and reward the best
available persons for positions of substantial responsibility.

        The Plan permits the granting of Options (including Incentive Stock
Options), Restricted Stock, Phantom Stock, Stock Bonuses and Other Awards.

2.      DEFINITIONS.

        Under the Plan, except where the context otherwise indicates, the
        following definitions apply:

        (a)    "Affiliate" shall mean any entity, whether now or hereafter
               existing, that controls, is controlled by, or is under common
               control with, the Company (including, but not limited to, joint
               ventures, limited liability companies, and partnerships). For
               this purpose, "control" shall mean ownership of 50% or more of
               the voting power of the entity.

        (b)    "Award" shall mean any Option, Restricted Stock, Phantom Stock,
               Stock Bonus or Other Award granted under the Plan.

        (c)    "Award Agreement" shall mean the written agreement between the
               Company and a Grantee evidencing an Award.

        (d)    "Board" shall mean the Board of Directors of the Company.

        (e)    "Cause" shall mean, unless a Grantee is a party to a written
               employment agreement with the Company or an Affiliate which
               contains a definition of "cause," "termination for cause" or any
               other similar



<PAGE>



               term or phrase, in which case "Cause" shall have the meaning set
               forth in such agreement: (i) a Grantee engaging in acts or
               omissions that would reasonably be expected to cause injury to
               the business and affairs of the Company or an Affiliate,
               monetarily or otherwise; (ii) the chronic use of alcohol, drugs
               or other similar substances affecting a Grantee's work
               performance; or (iii) a Grantee being convicted of, or pleading
               guilty or no lo contendere to a felony or other crime involving
               theft, fraud or moral turpitude. The good faith determination by
               the Committee of whether a Grantee's employment or service
               relationship was terminated by the Company for 'Cause' shall be
               final and binding for all purposes hereunder.

        (f)    "Change in Control" shall be deemed to have occurred if the event
               set forth in any one of the following clauses shall have
               occurred: (i) any Person is or becomes the "Beneficial Owner" (as
               defined in Rule 13d-3 under the Exchange Act), directly or
               indirectly, of securities of the Company (not including in the
               securities Beneficially Owned by such Person any securities
               acquired directly from the Company) representing 35% or more of
               the voting power of the Company's then outstanding securities,
               excluding any one, or any group or more than one of the Wand
               Entities or any Person who becomes such a Beneficial Owner in
               connection with a transaction described in clause (1) of clause
               (iii) below; (ii) the following individuals cease for any reason
               to constitute a majority of the number of directors then serving:
               individuals who, on the Effective Date, constitute the Board and
               any new director (other than a director whose initial assumption
               of office is in connection with an actual or threatened election
               contest, including but not limited to a consent solicitation,
               relating to the election of directors of the Company) whose
               appointment or election by the Board or nomination for election
               by the Company's stockholders was approved or recommended by a
               vote of at least two-thirds (2/3) of the directors then still in
               office who either were directors on the Effective Date or whose
               appointment, election or nomination for election was previously
               so approved or recommended; (iii) there is consummated a merger
               or consolidation of the Company with any other corporation other
               than (1) a merger or consolidation which would result in the
               voting securities of the Company outstanding immediately prior to
               such merger or consolidation continuing to represent (either by
               remaining outstanding or by being converted into


                                        2

<PAGE>



               voting securities of the surviving entity or any parent thereof)
               at least 50% of the combined voting power of the voting
               securities of the Company or such surviving entity or any parent
               thereof outstanding immediately after such merger or
               consolidation, or (2) a merger or consolidation effected to
               implement a recapitalization of the Company (or similar
               transaction) in which no Person other than any one, or any group
               of more than one of the Wand Entities is or becomes the
               Beneficial Owner, directly or indirectly, of securities of the
               Company (not including in the securities Beneficially Owned by
               such Person any securities acquired directly from the Company)
               representing 35% or more of the combined voting power of the
               Company's then outstanding securities; or (iv) the stockholders
               of the Company approve a plan of complete liquidation or
               dissolution of the Company or there is consummated an agreement
               for the sale or disposition by the Company of all or
               substantially all of the Company's assets, other than a sale or
               disposition by the Company of all or substantially all of the
               Company's assets to an entity at least 50% of the combined voting
               power of the voting securities of which are owned by Persons in
               substantially the same proportions as their ownership of the
               Company immediately prior to such sale.

        (g)    "Charitable Organization" shall have the meaning set forth in
               Section 501(c)(3) of the Code.

        (h)    "Code" shall mean the Internal Revenue Code of 1986, as amended
               from time to time, and any regulations promulgated thereunder.

        (i)    "Committee" shall have the meaning set forth in Section 3 hereof.

        (j)    "Company" shall mean Cyber Dialogue Inc. and its successors.

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

        (l)    "Disability" shall mean: (i) any physical or mental condition
               that would qualify a Grantee for a disability benefit under the
               long-term disability plan maintained by the Company and
               applicable to him or her; (ii) when used in connection with the
               exercise of an Incentive Stock Option following



                                        3

<PAGE>



               termination of employment, disability within the meaning of
               Section 22(e)(3) of the Code, or (iii) such other condition as
               may be determined in the sole discretion of the Committee to
               constitute Disability.

        (m)    "Effective Date" shall have the meaning set forth in Section 31
               hereof.

        (n)    "Exchange Act" shall mean the Securities Exchange Act of 1934, as
               amended from time to time.

        (o)    "Fair Market Value" of a share of the Common Stock for any
               purpose on a particular date shall be determined in a manner such
               as the Committee shall in good faith determine to be appropriate;
               PROVIDED, HOWEVER, that in the case of Incentive Stock Options,
               the determination of Fair Market Value shall be made by the
               Committee in good faith in conformance with the Treasury
               Regulations under Section 422 of the Code; and PROVIDED, FURTHER,
               that with respect to Awards granted on the date of the
               consummation of the Initial Public Offering, the "Fair Market
               Value" of a share of Common Stock on such date shall be the
               initial price to the public as set forth in the final prospectus
               included within the registration statement on form S-1 filed with
               the Securities and Exchange Commission for the Initial Public
               Offering.

        (p)    "Good Reason" shall mean, unless a Grantee is a party to a
               written employment agreement with the Company or an Affiliate
               which contains a definition of "good reason", "constructive
               termination" or any other similar term or phrase, in which
               case "Good Reason" shall have the meaning set forth in such
               agreement: the occurrence, on or after the date of a Change in
               Control and without a Grantee's written consent, of (i) a
               material reduction by the Company or any successor to the
               Company of a Grantee's annual base salary, other than as part
               of a general reduction applicable to the business, function or
               location with which the Grantee is affiliated; (ii) a
               substantial adverse change in the nature or scope of a
               Grantee's responsibilities, authorities, powers, functions or
               duties from the responsibilities, authorities, powers,
               functions or duties exercised by the Grantee immediately prior
               to the Change in Control; or (iii) the relocation of a
               Grantee's principal place of employment to a location more
               than fifty (50) miles from the Grantee's principal place of
               employment.

        (q)    "Grant Date" shall mean the date on which the Committee formally
               acts to grant an Award to a Grantee or such other date as the
               Committee shall so designate at the time of taking such formal
               action.

        (r)    "Grantee" shall mean a person granted an Award pursuant to the
               Plan.

        (s)    "Incentive Stock Option" shall mean an Option that is an
               "incentive stock option" within the meaning of Section 422 of the
               Code, or any successor provision, and that is designated by the
               Board as an Incentive Stock Option.

        (t)    "Initial Public Offering" shall mean the initial public offering
               of shares of Common Stock, as registered with the Securities and
               Exchange Commission.



                                        4

<PAGE>



        (u)    "Issue Date" shall mean the date established by the Company on
               which certificates representing shares of Restricted Stock shall
               be issued by the Company pursuant to the terms of Section 8(e).

        (v)    "Non-Qualified Stock Option" shall mean an Option other than an
               Incentive Stock Option.

        (w)    "Option" shall mean an option to purchase shares of Common Stock
               granted pursuant to Section 7.

        (x)    "Outside Director" shall mean each director who is not an
               employee or executive officer of the Company and who is, as of
               the date of consummation of the Initial Public Offering, the
               beneficial owner (as such term is defined in Rule 13d-3
               promulgated under the Exchange Act) of less than one percent of
               the combined voting power of the Company.

        (y)    "Other Award" shall mean an award granted pursuant to Section 11
               hereof.

        (z)    "Parent" shall mean a corporation, whether now or hereafter
               existing, within the meaning of the definition of "parent
               corporation" provided in Section 424(e) of the Code, or any
               successor thereto of similar import.

        (aa)    "Partial Exercise" shall mean an exercise of an Award for less
               than the full extent permitted at the time of such exercise.

        (ab)   "Performance Goals" shall mean performance goals determined by
               the Committee in its sole discretion. Such goals may be based on
               one or more or none of the following criteria: (i) pre-tax income
               or after-tax income, (ii) operating profit, (iii) return on
               equity, assets, capital or investment, (iv) earnings or book
               value per share, (v) sales or revenues, (vi) operating expenses,
               (vii) Common Stock price appreciation; (viii) implementation or
               completion of critical projects or processes; (ix) comparison of
               actual performance during a performance period against budget for
               such period; (x) growth of revenue, which growth may be expressed
               in terms of absolute numbers and/or as a percentage increase; or
               (xi) reductions in expenses, which reductions may be expressed in
               terms of absolute



                                        5

<PAGE>



               numbers and/or as a percentage decrease; provided that with
               respect to clauses (x) and (xi), such achievement may be measured
               against budget for the same period. Where applicable, the
               Performance Goals may be expressed in terms of attaining a
               specified level of the particular criteria or the attainment of a
               percentage increase or decrease in the particular criteria, and
               may be applied to one or more of the Company, a Subsidiary or
               Affiliate, or a division or strategic business unit of the
               Company, or may be applied to the performance of the Company
               relative to a market index, a group of other companies or a
               combination thereof, all as determined by the Committee. The
               Performance Goals may include a threshold level of performance
               below which no vesting will occur, levels of performance at which
               specified vesting will occur, and a maximum level of performance
               at which full vesting will occur. Each of the foregoing
               Performance Goals shall be determined in accordance with
               generally accepted accounting principles and shall be subject to
               certification by the Committee; PROVIDED, HOWEVER, that the
               Committee shall have the authority to make equitable adjustments
               to the Performance Goals in recognition of unusual or
               non-recurring events affecting the Company or any Subsidiary or
               Affiliate or the financial statements of the Company or any
               Subsidiary or Affiliate in response to changes in applicable laws
               or regulations, or to account for items of gain, loss or expense
               determined to be extraordinary or unusual in nature or infrequent
               in occurrence or related to the disposal of a segment of a
               business or related to a change in accounting principles.

        (ac)   "Person" shall have the meaning given in Section 3(a)(9) of the
               Exchange Act, as modified and used in Sections 13(d) and 14(d)
               thereof, except that such term shall not include: (i) the Company
               or any of its subsidiaries; (ii) a trustee or other fiduciary
               holding securities under an employee benefit plan of the Company
               or any of its Affiliates; (iii) an underwriter temporarily
               holding securities pursuant to an offering of such securities; or
               (iv) a corporation owned, directly or indirectly, by the
               stockholders of the Company in substantially the same proportions
               as their ownership of stock of the Company.

        (ad)   "Phantom Stock" shall mean the right, granted pursuant to Section
               9, to receive in cash or shares the Fair Market Value of a share
               of Common Stock.


                                        6

<PAGE>



        (ae)   "Restricted Stock" shall mean a share of Common Stock which is
               granted pursuant to the terms of Section 8 hereof and which is
               subject to the restrictions set forth in Section 8(c).

        (af)   "Retirement" shall mean termination of a Grantee's employment or
               service, other than for Cause, on or after attainment of age 65.

        (ag)   "Rule 16b-3" shall mean the Rule 16b-3 promulgated under the
               Exchange Act, as amended from time to time.

        (ah)   "Securities Act" shall mean the Securities Act of 1933, as
               amended from time to time.

        (ai)   "Stock Bonus" shall mean a bonus payable in shares of Common
               Stock granted pursuant to Section 10.

        (aj)   "Subsidiary" and "Subsidiaries" shall mean only a corporation or
               corporations, whether now or hereafter existing, within the
               meaning of the definition of "subsidiary corporation" provided in
               Section 424(f) of the Code, or any successor thereto of similar
               import.

        (ak)   "Vesting Date" shall mean the date established by the Board on
               which a share of Restricted Stock or Phantom Stock may vest.

        (al)   "Wand Entities" shall mean collectively Wand/Yankelovich
               Investments LP, Wand Equity Portfolio II LP, Wand Partners LP,
               Yankelovich Holdings Inc., Wand Partners (S.C.) Inc. and Wand
               Affiliates Fund, LP.

3.      ADMINISTRATION OF THE PLAN.

        The Plan shall be administered by the Board; PROVIDED, HOWEVER, that the
Board may establish one or more committees (the "Committee") which may, to the
extent set forth in the resolutions establishing such Committee or Committees,
be authorized to grant Awards to, and administer such Awards with respect to,
those Grantees who are subject to Section 16 of the Exchange Act with respect to
the Company ("Section 16 Grantees") or who are executive officers of the
Company. Any such Committee that is authorized to grant Awards to Section 16
Grantees (a "Section 16 Committee") shall, to the extent


                                        7

<PAGE>



necessary to comply with Rule 16b-3 promulgated under the Exchange Act, be
comprised of two or more "non-employee directors" within the meaning of such
Rule, and any such Committee that is authorized to grant Awards to executive
officers of the Company (which may or may not be the same Committee as the
Section 16 Committee) shall, to the extent necessary to comply with Section
162(m) of the Code, be comprised of two or more "outside directors" within the
meaning of such Section. The Committee shall have the authority in its sole
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 Awards; to determine the persons to whom and the time or times at which
Awards shall be granted; to determine the type and number of Awards to be
granted, the number of shares of Common Stock to which an Award may relate and
the terms, conditions, restrictions and Performance Goals relating to any Award;
to determine whether, to what extent, and under what circumstances an Award may
be settled, cancelled, forfeited, exchanged, or surrendered; to make adjustments
in the Performance Goals in recognition of unusual or non-recurring events
affecting the Company or the financial statements of the Company, or in
response to changes in applicable laws, regulations, or accounting principles;
to construe and interpret the Plan and any Award; to prescribe, amend and
rescind rules and regulations relating to the Plan; to determine the terms and
provisions of Award Agreements; and to make all other determinations deemed
necessary or advisable for the administration of the Plan. In the event that the
Board is the administrator of the Plan in lieu of a Committee, the term
"Committee" as used herein shall be deemed to mean the Board.

        The Committee may, in its absolute discretion, without amendment to
the Plan (a) accelerate the date on which any Option granted under the Plan
becomes exercisable; (b) waive or amend the operation of Plan provisions
respecting exercise after termination of employment or otherwise adjust any
of the terms of such Option; (c) accelerate the Vesting Date or Issue Date,
or waive any condition imposed hereunder, with respect to any share of
Restricted Stock, Phantom Stock or Other Award; or (d) otherwise adjust any
of the terms applicable to any such Award; PROVIDED, HOWEVER, in each case,
that in the event of the occurrence of a Change in Control, the provisions of
Section 12 hereof shall govern vesting and exercisability schedule of any
Award granted hereunder.

        No member of the Board or the Committee shall be liable for any action,
omission or determination relating to the Plan, and the Company shall indemnify
(to the extent permitted under Delaware law and the bylaws of the Company) and
hold harmless each



                                        8

<PAGE>



member of the Board, the Committee and each other employee of the Company to
whom any duty or power relating to the administration or interpretation of the
Plan has been delegated against any cost or expense (including counsel fees) or
liability (including any sum paid in settlement of a claim with the approval of
the Board or the Committee) arising out of any action, omission or determination
relating to the Plan, unless, in either case, such action, omission or
determination was taken or made by such director or employee in bad faith and
without reasonable belief that it was in the best interests of the Company.

4.      STOCK SUBJECT TO THE PLAN.

        (a)    SHARES AVAILABLE FOR AWARDS.

               The maximum number of shares of Common Stock reserved for
               issuance under the Plan shall be equal to the following (subject
               to adjustment as provided herein): (i) 20% of the number of
               shares of Common Stock of the Company outstanding from time to
               time on a fully diluted basis, MINUS (ii) the number of shares of
               Common Stock subject to outstanding awards under the Company's
               1996 Stock Option Plan and 1997 Stock Option Plan that have not
               been exercised as of the Effective Date, MINUS (iii) shares of
               Common Stock reserved for issuance from time to time under the
               Company's Employee Stock Purchase Plan. Following an Initial
               Public Offering, the maximum number of shares of Common Stock
               that may be made subject to Options with respect to any executive
               officer of the Company with respect to any 12-month period during
               the term of the Plan shall be 5% of the number of shares of
               Common Stock of the Company outstanding from time to time on a
               fully diluted basis (subject to adjustment as provided herein).
               Such shares may be authorized but unissued Common Stock or
               authorized and issued Common Stock held in the Company's
               treasury. The Committee may direct that any stock certificate
               evidencing shares issued pursuant to the Plan shall bear a legend
               setting forth such restrictions on transferability as may apply
               to such shares pursuant to the Plan.

        (b) ADJUSTMENT FOR CHANGE IN CAPITALIZATION.

               In the event that the Committee shall determine that any dividend
               or other distribution (whether in the form of cash, Common Stock,
               or other property),


                                        9

<PAGE>



               recapitalization, Common Stock split, reverse Common Stock split,
               reorganization, merger, consolidation, spin-off, combination,
               repurchase, or share exchange, or other similar corporate
               transaction or event, affects the Common Stock such that an
               adjustment is appropriate in order to prevent dilution or
               enlargement of the rights of Grantees under the Plan, then the
               Committee shall make such equitable changes or adjustments as it
               deems necessary or appropriate to any or all of (1) the number
               and kind of shares of Common Stock which may thereafter be issued
               in connection with Awards, (2) the number and kind of shares of
               Common Stock issued or issuable in respect of outstanding Awards,
               (3) the exercise price, grant price or purchase price relating to
               any Award, and (4) the maximum number of shares subject to Awards
               which may be awarded to any employee during any tax year of the
               Company; PROVIDED, HOWEVER, that, with respect to Incentive Stock
               Options, such adjustment shall be made in accordance with
               Section 424 of the Code.

        (c) RE-USE OF SHARES.

               Any shares of Common Stock subject to an Award that remain
               unissued upon the cancellation, surrender, exchange or
               termination of such award for any reason whatsoever, and any
               shares of Restricted Stock that are forfeited shall again become
               available for Awards.

5.      ELIGIBILITY.

        The persons who shall be eligible to receive Awards pursuant to the Plan
shall be such directors, officers, consultants and other employees of the
Company, or any Affiliate of the Company, as may be selected by the Committee
from time to time.

6.      AWARDS UNDER THE PLAN; AWARD AGREEMENT.

        The Committee may grant Options, shares of Restricted Stock, shares of
Phantom Stock, Stock Bonuses and Other Awards in such amounts and with such
terms and conditions as the Committee shall determine, subject to the provisions
of the Plan.

        Each Award granted under the Plan (except an unconditional Stock Bonus)
shall be evidenced by an Award Agreement which shall contain such provisions as
the



                                       10

<PAGE>



Committee may in its sole discretion deem necessary or desirable. By accepting
an Award, a Grantee thereby agrees that the Award shall be subject to all of the
terms and provisions of the Plan and the applicable Award Agreement.

7.      OPTIONS.

        (a)    IDENTIFICATION OF OPTIONS.

               Each Option shall be clearly identified in the applicable Award
               Agreement as either an Incentive Stock Option or a Non-Qualified
               Stock Option.

        (b)    EXERCISE PRICE.

               Each Award Agreement with respect to an Option shall set forth
               the amount (the "option exercise price") payable by the Grantee
               to the Company upon exercise of the Option. The option exercise
               price per share shall be determined by the Committee; PROVIDED,
               HOWEVER, that in the case of an Incentive Stock Option, the
               option exercise price shall in no event be less than the Fair
               Market Value of a share of Common Stock on the Grant Date.

        (c)    TERM AND EXERCISE OF OPTIONS.

               (1)     Unless earlier terminated pursuant to the provisions of
                       the Plan or Award Agreement, each Option shall become
                       vested in accordance with the vesting schedule specified
                       in the Award Agreement, which vesting schedule shall be
                       determined by the Committee in its sole discretion. The
                       Committee shall determine the expiration date of each
                       Option; PROVIDED, HOWEVER, that no Option shall be
                       exercisable more than ten years after the Grant Date.

               (2)     Notwithstanding the provisions of subsection (1) above,
                       the exercisability of Options granted pursuant to this
                       Section 7 may be subject to the attainment by the Company
                       of Performance Goals pre-established by the Committee.
                       The exercisability of Options (or portions thereof) under
                       this subsection (2) shall not be effective


                                       11

<PAGE>



                       unless the attainment of such Performance Goals has been
                       certified by the Committee.

               (3)     An Option may be exercised for all or any portion of the
                       shares as to which it is exercisable; PROVIDED, HOWEVER,
                       that no Partial Exercise of an Option shall be for less
                       than 100 shares of Common Stock unless such lesser amount
                       of shares is the remaining number of shares of Common
                       Stock subject to such Option.

               (4)     An Option shall be exercised by delivering notice to the
                       Company's principal office, to the attention of its
                       Secretary. Such notice shall be accompanied by the
                       applicable Award Agreement, shall specify the number of
                       shares of Common Stock with respect to which the Option
                       is being exercised and the effective date of the proposed
                       exercise and shall be signed by the Grantee or other
                       person then having the right to exercise the Option.
                       Payment for shares of Common Stock purchased upon the
                       exercise of an Option shall be made on the effective date
                       of such exercise by one or a combination of the following
                       means: (A) in cash (or cash equivalents acceptable to the
                       Committee); (B) the surrender of previously acquired
                       shares of Common Stock having a Fair Market Value less
                       than or equal to the aggregate exercise price, which
                       shares shall have been held by the Grantee for at least
                       six months prior to the date of such surrender; (C) if so
                       determined by the Committee as of the Grant Date and set
                       forth in the applicable Award Agreement, authorization
                       for the Company to withhold a number of shares otherwise
                       payable pursuant to the exercise of an Option having a
                       Fair Market Value less than or equal to the aggregate
                       exercise price; or (D) following an Initial Public
                       Offering, if so determined by the Committee prior to
                       exercise, through a "broker cashless exercise" procedure
                       established by the Company from time to time. The
                       Committee may, in its sole discretion, authorize the
                       Company to make or guarantee loans to Grantees to assist
                       Grantees in exercising Options. The Committee shall have
                       sole discretion to disapprove of an election pursuant to
                       any of clauses (B) - (D) and in the case of


                                       12

<PAGE>



                       a Grantee who is subject to Section 16 of the Exchange
                       Act, the Company may require that the method of making
                       such payment be in compliance with Section 16 and the
                       rules and regulations thereunder. Any payment in shares
                       of Common Stock shall be effected by the delivery of such
                       shares to the Secretary of the Company, duly endorsed in
                       blank or accompanied by stock powers duly executed in
                       blank, together with any other documents and evidences as
                       the Secretary of the Company shall require.

               (5)     Certificates for shares of Common Stock purchased upon
                       the exercise of an Option shall be issued in the name of
                       the Grantee or other person entitled to receive such
                       shares, and delivered to the Grantee or such other person
                       as soon as practicable following the effective date on
                       which the Option is exercised.

        (d)    LIMITATIONS ON INCENTIVE STOCK OPTIONS.

               (1)     Incentive Stock Options shall only be granted to
                       employees of the Company, or a Parent or Subsidiary of
                       the Company.

               (2)     To the extent that the aggregate Fair Market Value of
                       shares of Common Stock with respect to which Incentive
                       Stock Options are exercisable for the first time by a
                       Grantee during any calendar year under the Plan and any
                       other stock option plan of the Company shall exceed
                       $100,000, such Options shall be treated as Non-Qualified
                       Stock Options. Such Fair Market Value shall be determined
                       as of the date on which each such Incentive Stock Option
                       is granted.

               (3)     No Incentive Stock Option may be granted to an individual
                       if, at the time of the proposed grant, such individual
                       owns (or is deemed to own under the Code) stock
                       possessing more than ten percent of the total combined
                       voting power of all classes of stock of the Company
                       unless (i) the option exercise price of such Incentive
                       Stock Option is at least 110% of the Fair Market Value
                       of a share of Common Stock at the time such Incentive
                       Stock Option is granted and (ii) such Incentive Stock
                       Option is not exercisable


                                       13

<PAGE>



                       after the expiration of five years from the date such
                       Incentive Stock Option is granted.

        (e)    TANDEM AWARDS PROHIBITED.

               An Incentive Stock Option may not be granted in tandem with any
               other Award in such a manner that the exercise of one affects a
               Grantee's right under the other.

        (f)    EFFECT OF TERMINATION OF EMPLOYMENT.

               (1)     Unless the applicable Award Agreement provides otherwise,
                       in the event that the employment of a Grantee with the
                       Company shall terminate for any reason other than Cause,
                       Retirement, Disability or death, (A) Options granted to
                       such Grantee, to the extent that they are exercisable at
                       the time of such termination, shall remain exercisable
                       until the date that is 90 days after such termination, on
                       which date they shall expire, and (B) Options granted to
                       such Grantee, to the extent that they were not
                       exercisable at the time of such termination, shall expire
                       at the close of business on the date of such termination.
                       The 90-day period described in this Section 7(f)(1) shall
                       be extended to one year after the date of such
                       termination in the event of the Grantee's death during
                       such 90-day period. Notwithstanding the foregoing, no
                       Option shall be exercisable after the expiration of its
                       term.

               (2)     Unless the applicable Award Agreement provides otherwise,
                       in the event that the employment of a Grantee with the
                       company shall terminate on account of the Retirement,
                       Disability or death of the Grantee, (A) Options granted
                       to such Grantee, to the extent that they were exercisable
                       at the time of such termination, shall remain exercisable
                       until the date that is one year after such termination,
                       on which date they shall expire, and (B) Options granted
                       to such Grantee, to the extent that they were not
                       exercisable at the time of such termination, shall expire
                       at the close of business on the date of such termination.
                       Notwithstanding the foregoing, no Option shall be
                       exercisable after the expiration of its term.


                                       14

<PAGE>



               (3)     In the event of the termination of a Grantee's employment
                       for Cause, all outstanding Options granted to such
                       Grantee shall expire at the commencement of business on
                       the date of such termination.

               (4)     Notwithstanding anything in the Plan to the contrary, in
                       the event the Grantee becomes an employee of any of the
                       Wand Entities or any Charitable Organization, the
                       Committee in its sole discretion may determine that there
                       has not been a termination of the Grantee's employment
                       with the Company for purposes of this Section 7(f).

        (g)    EXERCISE PRIOR TO VESTING.

               The Committee may in its sole discretion provide at the time of
               grant of any Option that the Grantee may elect at any time during
               both (1) the term of such Option and (2) the period during which
               such Grantee is employed by or providing services to the Company
               or any of its Affiliates, that the Grantee may exercise all or
               any portion of such Option, including the unvested portion of
               such Option; PROVIDED, HOWEVER, that (i) a partial exercise of
               such Option shall be deemed to cover first vested shares and then
               the earliest vesting installment of unvested shares; (ii) any
               shares so purchased from installments which have not vested as of
               the date of exercise shall be subject to a repurchase option in
               favor of the Company, the terms of which shall be set forth in
               the Award Agreement evidencing such Option; (iii) the Grantee
               shall enter into a form of early exercise stock purchase
               agreement with a vesting schedule that will result in the same
               vesting as if no early exercise had occurred; and (iv) if such
               Option is an Incentive Stock Option, then, the maximum vesting
               provisions of Section 7(d)(2) shall continue to apply with
               respect to such shares.

        (h)    OUTSIDE DIRECTOR PROGRAM.

               Outside Directors shall be entitled to grants of Options under
               the terms and conditions set forth in this Section 7(h) and
               otherwise in accordance with the terms and conditions of the
               Plan.



                                       15

<PAGE>



               (1)     IDENTIFICATION OF OPTIONS.

                       Each Option granted under this Section 7(h) shall be
                       designated a Non-Qualified Stock Option in the Award
                       Agreement evidencing such Option.

               (2)     INITIAL GRANT OF OPTIONS.

                       Each Outside Director serving as of the Initial Public
                       Offering shall be granted, without further action on the
                       part of the Board or the Committee, an Option to purchase
                       25,000 shares of Common Stock.

               (3)     GRANT UPON ELECTION OR APPOINTMENT.

                       Following the Initial Public Offering, at the time of the
                       initial election or appointment of an Outside Director to
                       the Board, such Outside Director shall be granted,
                       without further action on the part of the Board or the
                       Committee, an Option to purchase 25,000 shares of Common
                       Stock.

               (4)     GRANT UPON RE-ELECTION OR RE-APPOINTMENT.

                       Immediately following each annual meeting of the
                       Company's stockholders, each Outside Director then
                       serving who has been re-elected or re-appointed at such
                       stockholders meeting may be granted, in the sole
                       discretion of the Board, an Option to purchase up to
                       25,000 shares of Common Stock.

               (5)     EXERCISE PRICE.

                       Each Award Agreement with respect to an Option granted
                       under this Section 7(h) shall set forth the option
                       exercise price per share of Common Stock payable by the
                       Grantee to the Company upon exercise of the Option. The
                       option exercise price per share of Common Stock shall be
                       the Fair Market Value of a share of Common Stock on the
                       date the Option is granted.



                                       16

<PAGE>



               (6)     TERM AND EXERCISE OF OPTIONS.

                       (A)    Each Option granted under this Section 7(h) shall
                              have a term of ten years.

                       (B)    Each Option granted under this Section 7(h) shall
                              become exercisable in full on the second
                              anniversary of the date such Option was granted,
                              provided that the Grantee is serving as an Outside
                              Director as of such vesting date.

                       (C)    Each Option granted under this Section 7(h) may be
                              exercised, in whole or in part, with respect to
                              whole shares of Common Stock, to the extent then
                              exercisable; PROVIDED, HOWEVER, that no Partial
                              Exercise of an Option shall be for less than 100
                              shares of Common Stock unless such lesser amount
                              of shares is the remaining number of shares of
                              Common Stock subject to such Option.

                       (D)    Each Option granted under this Section 7(h) shall
                              be exercised by delivering notice to the Company's
                              principal office, to the attention of its
                              Secretary. Such notice shall be accompanied by the
                              applicable Award Agreement, shall specify the
                              number of whole shares of Common Stock with
                              respect to which the Option is being exercised and
                              the effective date of the proposed exercise and
                              shall be signed by the Grantee or other person
                              then having the right to exercise the Option. The
                              methods of payment with respect to the exercise
                              price of Options granted under this Section 7(h)
                              shall be consistent with Section 7(c)(4).

        (i)    RESTRICTIONS ON TRANSFER.

               The Committee may in its sole discretion provide at the time of
               grant of any Option that, upon its exercise, the shares of Common
               Stock to be issued to the Grantee shall be subject to such
               restrictions on transfer as the Committee may determine are
               advisable.


                                       17

<PAGE>



8.      RESTRICTED STOCK.

        (a)    ISSUE DATE AND VESTING DATE.

               At the time of the grant of shares of Restricted Stock, the
               Committee shall establish an Issue Date or Issue Dates and a
               Vesting Date or Vesting Dates with respect to such shares. The
               Committee may divide such shares into classes and assign a
               different Issue Date and/or Vesting Date for each class. If the
               Grantee is employed by the company on an Issue Date (which may
               be the date of grant), the specified number of shares of
               Restricted Stock shall be issued in accordance with the
               provisions of Section 8(e). Provided that all conditions to the
               vesting of a share of Restricted Stock imposed pursuant to
               Section 8(b) are satisfied, and except as provided in Section
               8(g), upon the occurrence of the Vesting Date with respect to a
               share of Restricted Stock, such share shall vest and the
               restrictions of Section 8(c) shall lapse.

        (b)    CONDITIONS TO VESTING.

               At the time of the grant of shares of Restricted Stock, the
               Committee may impose such restrictions or conditions to the
               vesting of such shares as it, in its absolute discretion, deems
               appropriate.

        (c)    RESTRICTIONS ON TRANSFER PRIOR TO VESTING.

               Prior to the vesting of a share of Restricted Stock, no transfer
               of a Grantee's rights with respect to such share, whether
               voluntary or involuntary, by operation of law or otherwise, shall
               be permitted. Immediately upon any attempt to transfer such
               rights, such share, and all of the rights related thereto, shall
               be forfeited by the Grantee.

        (d)    DIVIDENDS ON RESTRICTED STOCK.

               The Committee in its discretion may require that any dividends
               paid on shares of Restricted Stock be held in escrow until all
               restrictions on such shares have lapsed.




                                       18

<PAGE>



        (e) ISSUANCE OF CERTIFICATES.

               (1)     Reasonably promptly after the Issue Date with respect to
                       shares of Restricted Stock, the Company shall cause to be
                       issued a stock certificate, registered in the name of
                       the Grantee to whom such shares were granted, evidencing
                       such shares; provided that the Company shall not cause
                       such a stock certificate to be issued unless it has
                       received a stock power duly endorsed in blank with
                       respect to such shares. Each such stock certificate shall
                       bear the following legend:

                       THE TRANSFERABILITY OF THIS CERTIFICATE AND THE SHARES OF
                       STOCK REPRESENTED HEREBY ARE SUBJECT TO THE RESTRICTIONS,
                       TERMS AND CONDITIONS (INCLUDING FORFEITURE PROVISIONS
                       AND RESTRICTIONS AGAINST TRANSFER) CONTAINED IN THE CYBER
                       DIALOGUE INC. 2000 STOCK INCENTIVE PLAN AND AN AWARD
                       AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER OF
                       SUCH SHARES AND THE COMPANY. A COPY OF THE PLAN AND AWARD
                       AGREEMENT IS ON FILE IN THE OFFICE OF THE SECRETARY OF
                       THE COMPANY, 304 HUDSON STREET, NEW YORK, NEW YORK 10013.

                       Such legend shall not be removed until such shares vest
                       pursuant to the terms hereof.

               (2)     Each certificate issued pursuant to this Section 8(e),
                       together with the stock powers relating to the shares of
                       Restricted Stock evidenced by such certificate, shall be
                       held by the Company unless the Committee determines
                       otherwise.

        (f)    CONSEQUENCES OF VESTING.

               Upon the vesting of a share of Restricted Stock pursuant to the
               terms hereof, the restrictions of Section 8(c) shall lapse with
               respect to such share. Reasonably promptly after a share of
               Restricted Stock vests, the Company shall cause to be delivered
               to the Grantee to whom such shares



                                       19

<PAGE>



               were granted, a certificate evidencing such share, free of the
               legend set forth in Section 8(e).


        (g)    EFFECT OF TERMINATION OF EMPLOYMENT.

               Subject to such other provision as the Committee may set forth in
               the applicable Award Agreement, and to the Committee's amendment
               authority pursuant to Section 3, upon the termination of a
               Grantee's employment for any reason, any and all shares to which
               restrictions on transferability apply shall be immediately
               forfeited by the Grantee and transferred to, and reacquired by,
               the Company. In the event of a forfeiture of shares pursuant to
               this Section 8(g), the Company shall repay to the Grantee (or the
               Grantee's estate) any amount paid by the Grantee for such shares.
               In the event that the Company requires a return of shares, it
               shall also have the right to require the return of all dividends
               paid on such shares, whether by termination of any escrow
               arrangement under which such dividends are held or otherwise.
               Notwithstanding anything in the Plan to the contrary, in the
               event the Grantee becomes an employee of any of the Wand Entities
               or any Charitable Organization, the Committee in its sole
               discretion may determine that there has not been a termination of
               the Grantee's employment for purposes of this Section 8(g).

        (h)    SPECIAL PROVISIONS REGARDING RESTRICTED STOCK.

               Notwithstanding anything to the contrary contained herein,
               Restricted Stock granted pursuant to this Section 8 may be based
               on the attainment of Performance Goals. Such shares of
               Restricted Stock shall be released from restrictions only after
               the attainment of such Performance Goals has been certified by
               the Committee.

9.      PHANTOM STOCK.

        (a)    VESTING DATE.

               At the time of the grant of shares of Phantom Stock, the
               Committee shall establish a Vesting Date or Vesting Dates with
               respect to such shares. The Committee may divide such shares into
               classes and assign a different


                                       20

<PAGE>



               Vesting Date for each class. Provided that all conditions to the
               vesting of a share of Phantom Stock imposed pursuant to Section
               9(c) are satisfied, and except as provided in Section 9(d), upon
               the occurrence of the Vesting Date with respect to a share of
               Phantom Stock, such share shall vest.

        (b)    BENEFIT UPON VESTING.

               Upon the vesting of a share of Phantom Stock, the Grantee shall
               be entitled to receive, within 30 days of the date on which such
               share vests, an amount, in cash and/or shares of Common Stock, as
               determined by the Committee, equal to the sum of (1) the Fair
               Market Value of a share of Common Stock on the date on which such
               share of Phantom Stock vests and (2) the aggregate amount of cash
               dividends paid with respect to a share of Common Stock during the
               period commencing on the date on which the share of Phantom
               Stock was granted and terminating on the date on which such share
               vests.

        (c)    CONDITIONS TO VESTING.

               At the time of the grant of shares of Phantom Stock, the
               Committee may impose such restrictions or conditions to the
               vesting of such shares as it, in its absolute discretion, deems
               appropriate.

        (d)    EFFECT OF TERMINATION OF EMPLOYMENT.

               Subject to such other provision as the Committee may set forth in
               the applicable Award Agreement, and to the Committee's amendment
               authority pursuant to Section 3, shares of Phantom Stock that
               have not vested, together with any dividends credited on such
               shares, shall be forfeited upon the Grantee's termination of
               employment for any reason. Notwithstanding anything in the Plan
               to the contrary, in the event the Grantee becomes an employee of
               any of the Wand Entities or any Charitable Organization, the
               Committee in its sole discretion may determine that there has not
               been a termination of the Grantee's employment for purposes of
               this Section 9(d).



                                       21

<PAGE>



        (e)    SPECIAL PROVISIONS REGARDING AWARDS.

               Notwithstanding anything to the contrary contained herein, the
               vesting of Phantom Stock granted pursuant to this Section 9 may
               be based on the attainment by the Company of one or more
               Performance Goals. No payment in respect of any such Phantom
               Stock award will be paid until the attainment of the respective
               performance measures have been certified by the Committee.

10.     STOCK BONUSES.

        In the event that the Committee grants a Stock Bonus, a certificate
for the shares of Common Stock comprising such Stock Bonus shall be issued in
the name of the Grantee to whom such grant was made and delivered to such
Grantee as soon as practicable after the date on which such Stock Bonus is
payable.

11.     OTHER AWARDS.

        Other forms of Awards ("Other Awards") valued in whole or in part by
reference to, or otherwise based on, Common Stock may be granted either alone
or in addition to other Awards under the Plan. Subject to the provisions of
the Plan, the Committee shall have sole and complete authority to determine
the persons to whom and the time or times at which such Other Awards shall be
granted, the number of shares of Common Stock to be granted pursuant to such
Other Awards and all other conditions of such Other Awards.

12.     CHANGE IN CONTROL.

        In the event the Grantee's employment is terminated by the Company
without Cause or by the Grantee for Good Reason within 18 months following
the occurrence of a Change in Control, that portion of such Grantee's
outstanding Award that is not then vested and/or exercisable shall become
fully vested and exercisable as of the date of such termination of employment.

13.     RIGHTS AS A STOCKHOLDER.

        No person shall have any rights as a stockholder with respect to any
shares of Common Stock covered by or relating to any Award until the date of
issuance of a stock certificate with respect to such shares. Except as
otherwise expressly provided in Section 4(b), no adjustment to any Award
shall be made for dividends or other rights for which the record date occurs
prior to the date such stock certificate is issued.

                                       22

<PAGE>



14.     NO SPECIAL EMPLOYMENT RIGHTS; NO RIGHT TO AWARD.

        Nothing contained in the Plan or any Award Agreement shall confer
upon any Grantee any right with respect to the continuation of employment by
the Company or interfere in any way with the right of the Company, subject to
the terms of any separate employment agreement to the contrary, at any time
to terminate employment or to increase or decrease the compensation of the
Grantee.

        No person shall have any claim or right to receive an Award
hereunder. The Board's granting of an Award to a Grantee at any time shall
neither require the Board to grant any other Award to such Grantee or other
person at any time or preclude the Board from making subsequent grants to
such Grantee or any other person.

15.     SECURITIES MATTERS.

        (a)    The Company shall be under no obligation to effect the
               registration pursuant to the Securities Act of any interests in
               the Plan or any shares of Common Stock to be issued hereunder or
               to effect similar compliance under any state laws.
               Notwithstanding anything herein to the contrary, the Company
               shall not be obligated to cause to be issued or delivered any
               certificates evidencing shares of Common Stock pursuant to the
               Plan unless and until the Company is advised by its counsel that
               the issuance and delivery of such certificates is in compliance
               with all applicable laws, regulations of governmental authority
               and the requirements of any securities exchange on which shares
               of Common Stock are traded. The Committee may require, as a
               condition of the issuance and delivery of certificates evidencing
               shares of Common Stock pursuant to the terms hereof, that the
               recipient of such shares make such agreements and
               representations, and that such certificates bear such legends,
               as the Committee, in its sole discretion, deems necessary or
               desirable.

        (b)    The transfer of any shares of Common Stock hereunder shall be
               effective only at such time as counsel to the Company shall have
               determined that the issuance and delivery of such shares is in
               compliance with all applicable



                                       23

<PAGE>



               laws, regulations of governmental authority and the requirements
               of any securities exchange on which shares of Common Stock are
               traded. The Committee may, in its sole discretion, defer the
               effectiveness of any transfer of shares of Common Stock hereunder
               in order to allow the issuance of such shares to be made pursuant
               to registration or an exemption from registration or other
               methods for compliance available under federal or state
               securities laws. The Committee shall inform the Grantee in
               writing of its decision to defer the effectiveness of a transfer.
               During the period of such deferral in connection with the
               exercise of an Option, the Grantee may, by written notice,
               withdraw such exercise and obtain the refund of any amount paid
               with respect thereto.

16.     WITHHOLDING TAXES.

        Whenever cash is to be paid pursuant to an Award, the Company shall
have the right to deduct therefrom an amount sufficient to satisfy any
federal, state and local withholding tax requirements related thereto.
Whenever shares of Common Stock are to be delivered pursuant to an Award, the
Company shall have the right to require the Grantee to remit to the Company
in cash an amount sufficient to satisfy any federal, state and local
withholding tax requirements related thereto. With the approval of the
Committee, a Grantee may satisfy the foregoing requirement by electing to
have the Company withhold from delivery shares of Common Stock having a value
equal to the amount of tax to be withheld or by agreeing to surrender to the
Company shares of Common Stock owned by the Grantee for at least six months
having a value equal to the amount of tax to be withheld; PROVIDED, HOWEVER,
that if shares of Common Stock are to be withheld by the Company for purposes
of satisfying such withholding obligations, the number of shares of Common
Stock to be so withheld shall be calculated using the minimum statutory
withholding rates for federal and state tax purposes, including payroll
taxes, that are applicable to any Option, its exercise, or any payment or
transfer in respect thereof. Such shares shall be valued at their Fair Market
Value on the date on which the amount of tax to be withheld is determined
(the "Tax Date"). Fractional share amounts shall be settled in cash. Such a
withholding election may be made with respect to all or any portion of the
shares to be delivered pursuant to an Award. The Committee may, in its sole
discretion, authorize the Company to make or guarantee full recourse loans to
Grantees to assist Grantees in satisfying such withholding obligation.

                                       24

<PAGE>

17. NOTIFICATION OF ELECTION UNDER SECTION 83(b) OF THE CODE.

        If any Grantee shall, in connection with the acquisition of shares of
Common Stock under the Plan, make the election permitted under Section 83(b)
of the Code, such Grantee shall notify the Company of such election within
ten days of filing notice of the election with the Internal Revenue Service.

18.     NOTIFICATION UPON DISQUALIFYING DISPOSITION UNDER SECTION 421(b) OF THE
        CODE.

        Each Award Agreement with respect to an Incentive Stock Option shall
require the Grantee to notify the Company of any disposition of shares of
Common Stock issued pursuant to the exercise of such Option under the
circumstances described in Section 421(b) of the Code (relating to certain
disqualifying dispositions), within ten days of such disposition.

19.     AMENDMENT OR TERMINATION OF THE PLAN.

        The Board may, at any time, suspend or terminate the Plan or revise
or amend it in any respect whatsoever; PROVIDED, HOWEVER, that stockholder
approval shall be required if and to the extent the Board determines that
such approval is appropriate for purposes of satisfying applicable laws and
regulations, including but not limited to Sections 162(m) or 422 of the Code
or Rule 16b-3. Awards may be granted under the Plan prior to the receipt of
such stockholder approval but each such grant shall be subject in its
entirety to such approval and no award may be exercised, vested or otherwise
satisfied prior to the receipt of such approval. Nothing herein shall
restrict the Board's ability to exercise its discretionary authority pursuant
to Section 3, which discretion may be exercised without amendment to the
Plan. No action hereunder may, without the consent of a Grantee, reduce the
Grantee's rights under any outstanding Award.

20.     TRANSFERS OF AWARDS.

        Except as otherwise determined by the Committee, and in any event in
the case of an Incentive Stock Option, no Award granted under the Plan shall
be transferable by a Grantee otherwise than by will or the laws of descent
and distribution. Unless otherwise determined by the Committee in accord with
the provisions of the immediately preceding sentence, an Option may be
exercised during the lifetime of the Grantee, only by the Grantee or, during
the period the Grantee is under a legal disability, by the Grantee's guardian
or legal representative.

                                       25

<PAGE>



21.     EXPENSES AND RECEIPTS.

        The expenses of the Plan shall be paid by the Company. Any proceeds
received by the Company in connection with any Award will be used for general
corporate purposes.

22.     FAILURE TO COMPLY.

        In addition to the remedies of the Company elsewhere provided for
herein, failure by a Grantee (or beneficiary) to comply with any of the terms
and conditions of the Plan or the applicable Award Agreement, unless such
failure is remedied by such Grantee (or beneficiary) within ten days after
notice of such failure by the Committee, shall be grounds for the
cancellation and forfeiture of such Award, in whole or in part, as the
Committee, in its absolute discretion, may determine.

23.     APPLICABLE LAW.

        Except to the extent preempted by any applicable federal law, the
Plan will be construed and administered in accordance with the laws of the
State of Delaware, without reference to its principles of conflicts of law.

24.     PLAN SUBJECT TO CHARTER AND BYLAWS.

        The Plan is subject to the Charter and By-Laws of the Company, as
they may be amended from time to time.

25.     GRANTEE RIGHTS.

        No Grantee shall have any claim to be granted any award under the
Plan, and there is no obligation for uniformity of treatment for Grantees.
Except as provided specifically herein, a Grantee or a transferee of an Award
shall have no rights as a stockholder with respect to any shares covered by
any award until the date of the issuance of a Common Stock certificate to him
or her for such shares.

                                       26

<PAGE>



26.     UNFUNDED STATUS OF AWARDS.

        The Plan is intended to constitute an "unfunded" plan for incentive
and deferred compensation.  With respect to any payments not yet made to a
Grantee pursuant to an Award, nothing contained in the Plan or any Award
Agreement shall give any such Grantee any rights that are greater than those
of a general creditor of the Company.

27.     NO FRACTIONAL SHARES.

        No fractional shares of Common Stock shall be issued or delivered
pursuant to the Plan. The Board shall determine whether cash, other Awards,
or other property shall be issued or paid in lieu of such fractional shares
or whether such fractional shares or any rights thereto shall be forfeited or
otherwise eliminated.

28.     BENEFICIARY.

        A Grantee 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 Grantee, the executor or administrator of the Grantee's estate
shall be deemed to be the grantee's beneficiary.

29.     INTERPRETATION.

        The Plan is designed and intended to comply with Rule 16b-3 and, to the
extent applicable, with Section 162(m) of the Code, and all provisions hereof
shall be construed in a manner to so comply.

30.     SEVERABILITY.

        If any provision of the Plan is held to be invalid or unenforceable,
the other provisions of the Plan shall not be affected but shall be applied
as if the invalid or unenforceable provision had not been included in the
Plan.

31.     EFFECTIVE DATE AND TERM OF PLAN.

        The Plan is effective as of the date on which the Plan is approved by
the Board, or such other date as the Board may specify as the effective date,
subject to approval of the

                                       27

<PAGE>



stockholders within twelve months before or after such date. No Award shall
be granted under the Plan after the close of business on the day immediately
preceding the tenth anniversary of the effective date of the Plan. Subject to
other applicable provisions of the Plan, all Awards made under the Plan prior
to such termination of the Plan shall remain in effect until such Awards have
been satisfied or terminated in accordance with the Plan and the terms of
such Awards.

Date Approved by the Board: April 4, 2000.

Date Approved by the Shareholders: April 4, 2000.



                                       28

<PAGE>