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                                                                    Exhibit 10.1

                               CYBER DIALOGUE INC.

                             1996 STOCK OPTION PLAN

                       As Amended through April 4, 2000

1.       PURPOSE; TYPES OF AWARDS; CONSTRUCTION

                  The purpose of the Cyber Dialogue Inc. 1996 Stock Option Plan
(the "Plan") is to afford an incentive to directors, officers and key employees
of Cyber Dialogue Inc. (the "Company") or any subsidiary of the Company which
now exists or hereafter is organized or acquired by the Company, to acquire a
proprietary interest in the Company, to increase their efforts on behalf of the
Company and to promote the success of the Company's business. The Committee (as
defined in Section 3 hereof) may grant options which shall constitute either
"nonqualified stock options" ("Nonqualified Stock Options") or "incentive stock
options" ("Incentive Stock Options") within the meaning of Section 422 of the
Internal Revenue Code of 1996, as amended (the "Code").

2.       DEFINITIONS

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

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

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

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

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

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

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

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

                       (h)  "Ten Percent Stockholder" shall mean an Optionee
who, at the time an Incentive Stock Option is granted, owns stock possessing
more than ten percent (10%) of the total combined voting power of all classes of
stock of the Company or of its Parent or Subsidiary Corporations.

                       (i)  "Cause" shall mean, unless an Optionee is a party
to a written employment agreement with the Company or a Subsidiary
Corporation which contains a definition of "cause," "termination for cause"
or any other similar term or phrase, in which case "Cause" shall have the
meaning set forth in such agreement: (i) an Optionee 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 an
Optionee's work performance; or (iii) an Optionee 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 an Optionee's employment or service relationship was
terminated by the Company for `Cause' shall be final and binding for all
purposes hereunder.

                       (j)  A "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 of the Plan, 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 of the Plan 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 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.

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

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                       (l)  "Good Reason" shall mean, unless an Optionee is a
party to a written employment agreement with the Company or a Subsidiary
Corporation 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 an Optionee's written
consent, of (i) a material reduction by the Company or any successor to the
Company of an Optionee's annual base salary, other than as part of a general
reduction applicable to the business, function or location with which the
Optionee is affiliated; (ii) a substantial adverse change in the nature or
scope of an Optionee's responsibilities, authorities, powers, functions or
duties from the responsibilities, authorities, powers, functions or duties
exercised by the Optionee immediately prior to the Change in Control; or
(iii) the relocation of an Optionee's principal place of employment to a
location more than fifty (50) miles from the Optionee's principal place of
employment.

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

                       (n)  "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.

                       (o)  "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 Optionees who are subject
to Section 16 of the Exchange Act with respect to the Company ("Section 16
Optionees") or who are executive officers of the Company. Any such Committee
that is authorized to grant Awards to Section 16 Optionees (a "Section 16
Committee") shall, to the extent 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.

4.       ELIGIBILITY

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

5.       COMMON STOCK SUBJECT TO THE PLAN

                  The maximum number of shares of Common Stock reserved for the
grant of Options shall be 13,100 subject to adjustment as provided in Section 9
hereof. Such shares may, in whole or in part, be authorized but unissued shares
or shares that shall have been or may be reacquired by the Company.

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

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

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

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

7.       NONQUALIFIED STOCK OPTIONS

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

8.       TERMS AND CONDITIONS OF OPTIONS

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

                       (a)  NUMBER OF SHARES. Each Option Agreement shall state
the number of shares of Common Stock to which the option relates.

                       (b)  TYPE OF OPTION. Each Option Agreement shall
specifically state whether the Option constitutes a Nonqualified Stock Option or
an Incentive Stock Option.

                       (c)  OPTION PRICE. Each Option Agreement shall state the
Option Price which shall not be less than the Fair Market Value of the shares of
Common Stock covered by the Option on the date of grant. The Option Price shall
be subject to adjustment as provided in Section 9 hereof. The date on which the
Committee adopts a resolution expressly granting an Option shall be considered
the day on which such Option is granted, except to the extent any such
resolution provides otherwise.

                       (d)  METHOD AND TIME OF PAYMENT. 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
Option 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 Optionee 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) or (B) 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 shall have sole discretion to disapprove of an
election pursuant to clause (B) and in the case of an Optionee 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.

                       (e)  TERM AND EXERCISABILITY OF OPTIONS. Except as
otherwise provided in this Section 8 or Section 9 hereof or unless otherwise
determined by the Committee and set forth in the Option Agreement, each
outstanding Option shall become exercisable in cumulative installments of
twenty-five percent (25%) per year beginning on the first anniversary of the
date of grant of the Option or such other date as the Committee may determine,
as reflected in the Option Agreement; PROVIDED, HOWEVER, that, the Committee
shall have the authority to accelerate the exercisability of any outstanding
Option at such time and under such circumstances as it, in its sole discretion,
deems appropriate. Except as specifically provided in Sections 8(f) and 8(g)
hereof, all Options shall expire ten (10) years from the date of grant of such
Option (five (5) years in the case of an Incentive Stock Option granted to a
Ten-Percent Stockholder) or on such earlier date as may be prescribed by the
Committee and set forth in the Option Agreement. An Option may be exercised, as
to any or all full shares of Common Stock as to which the Option has become
exercisable, by giving written notice of such exercise to the Committee or its
designated agent; PROVIDED, HOWEVER, that an Option may not be exercised at any
one time as to fewer than 100 shares (or such number of shares as to which the
Option is then exercisable if such number of shares is less than 100).
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                       (f)  TERMINATION OF EMPLOYMENT. Except as provided in
this Section 8(f) and in Sections 8(e) and (g) hereof, each Option granted
hereunder shall expire, to the extent not theretofore exercised, immediately
upon the date that the Optionee ceases to be employed by the Company or any of
its Parent or Subsidiary Corporations (or on such other date as may be
prescribed by the Committee and set forth in any Option Agreement). In addition,
if an Optionee ceases to be an employee of the Company or any of its Parent or
Subsidiary Corporations, but becomes or remains an employee of another entity
affiliated with Wand Partners Inc. or an entity in which Wand Partners Inc.
invests ("Related Employment"), the Committee may, in its sole discretion,
continue to treat such Optionee as an employee of the Company for purposes of
the Plan and any outstanding Options granted thereunder for the duration of such
Related Employment.

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

                       (h)  OTHER PROVISIONS. The Option Agreements evidencing
Options under the Plan shall contain such other terms and conditions, not
inconsistent with the Plan, as the committee may determine.

                       (i)  EXERCISE PRIOR TO VESTING. The Committee may in its
sole discretion provide that the Optionee may elect at any time during both (1)
the term of such Option and (2) the period during which such Optionee is
employed by or providing services to the Company, that the Optionee 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 Option
Agreement evidencing such Option; (iii) the Optionee 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 6(a) shall continue to apply with respect to such shares.

9.       EFFECT OF CERTAIN CHANGES

                       (a)  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), 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
Optionees 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 Options, (2) the number and kind of shares of
Common Stock issued or issuable in respect of outstanding Options, (3) the
exercise price, grant price or purchase price relating to any Option, and (4)
the maximum number of shares subject to Options 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.

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

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10.      PERIOD DURING WHICH OPTIONS MAY BE GRANTED

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

11.      NONTRANSFERABILITY OF AWARDS

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

12.      BENEFICIARY

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

13.      AGREEMENT BY OPTIONEE REGARDING WITHHOLDING TAXES

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

14.      RIGHTS AS A STOCKHOLDER

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

15.      NO RIGHTS TO EMPLOYMENT

                  Nothing in the Plan or in any Option granted hereunder or
Option Agreement entered into pursuant hereto shall confer upon any Optionee the
right to continue in the employ of the Company or to be entitled to any
remuneration or benefits not set forth in the Plan or such Option Agreement or
to interfere with or limit in any way the right of the Company to terminate such
Optionee's employment.
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16.      APPROVAL OF STOCKHOLDERS

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

17.      AMENDMENT AND TERMINATION OF THE PLAN

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

18.      GOVERNING LAW

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

19.      EFFECTIVE DATE AND DURATION OF THE PLAN

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