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                                                                    Exhibit 10.2

                               CYBER DIALOGUE INC.

                             1996 STOCK OPTION PLAN

                       NONQUALIFIED STOCK OPTION AGREEMENT


                  NONQUALIFIED STOCK OPTION AGREEMENT ("Option Agreement"),
dated as of December 31, 1996 by and between Cyber Dialogue Inc. (the "Company")
and XXXXXXXXX an employee of the Company or a division or subsidiary of the
Company (the "Optionee").

                  WHEREAS, pursuant to the Cyber Dialogue Inc., 1996 Stock
Option Plan (the "Plan"), the committee duly appointed by the Board of Directors
of the Company (the "Committee") has determined that the Optionee is to be
granted on the terms and conditions set forth herein, an option (the "Option")
to purchase shares of the common stock, par value $.01 per share, of the Company
(the "Common Stock') and hereby grants such Option; and

                  WHEREAS, it is the intention of the Committee that the Option
be a nonqualified option which is not intended to constitute an incentive stock
option within the meaning of Section 422 of the Internal Revenue Code of 1986,
as amended.

                  NOW, THEREFORE, in consideration of the mutual covenants
hereinafter set forth and for other good and valuable consideration, the parties
hereto agree as follows:

        1.        NUMBER OF SHARES AND OPTION PRICE. The Option represents the
                  right on the terms and conditions set forth herein, to
                  purchase 800 shares of Common Stock (the "Shares") at a price
                  (the "Option Price") of $21.10 per share, which is not less
                  than the Fair Market Value (as defined in the Plan) per share
                  of the shares of Common Stock as of the dated hereof.

         2.       TERM OF OPTION AND CONDITIONS OF EXERCISE.

                  a.   TERM OF OPTION. Unless the Option is previously
                       terminated pursuant to this Option Agreement, the term of
                       the Option and of this Option Agreement shall commence on
                       the date hereof (the "Date of Grant") and terminate upon
                       the expiration of ten (10) years from the Date of Grant.
                       Upon the termination of the Option, all rights of the
                       Optionee hereunder shall cease.

                  b.   CONDITIONS OF EXERCISE. The Option shall be exercisable
                       as follows:

                       i.   the Option becomes exercisable for twenty-five
                            percent (25%) of the Shares commencing on the first
                            anniversary of the Date of Grant; and

                       ii.  the Option becomes exercisable for an additional
                            twenty-five percent (25%) of the Shares commencing
                            on the second anniversary of the Date of Grant; and

                       iii. the Option becomes exercisable for an additional
                            twenty-five percent (25%) of the Shares commencing
                            on the third anniversary of the Date of Grant; and

                       iv.  the Option becomes exercisable for an additional
                            twenty-five percent (25%) of the Shares commencing
                            on the fourth anniversary of the Date of Grant;

                            PROVIDED, HOWEVER, that the Option may be exercised
                            only to purchase whole Shares and in no case may a
                            fraction of a Share be purchased. The right of the
                            Optionee to purchase any or all full Shares with
                            respect to which this Option has become exercisable
                            as herein provided may be exercised in whole or in
                            part at any one time, or from time to time, prior to
                            the tenth anniversary of the Date of Grant; PROVIDED
                            FURTHER, HOWEVER, that the Option may not be
                            exercised at any one time as to fewer than 100
                            Shares unless the remaining number of Shares as to
                            which the Option is exercisable prior to such
                            exercise is less than 100 and such exercise is for
                            all such remaining Shares.

                  c.   ACCELERATION. The Committee may, in its discretion,
                       accelerate the exercisability of the Option or any part
                       thereof, upon such circumstances and subject to such
                       terms and conditions as the Committee deems appropriate.

         3.       RIGHTS UPON TERMINATION OF EMPLOYMENT.

                  a.   Except as provided in this Section 3, the Option may not
                       be exercised after the Optionee has ceased to be employed
                       by the Company or its Parent or Subsidiary Corporations
                       (each as defined in the Plan).

                  b.   If the Optionee ceases to be employed by the Company or a
                       Parent or Subsidiary Corporation by reason of death or
                       disability prior to the expiration of the Option, the
                       Optionee or his or her legal representative may exercise
                       the Option at any time within a period of six months
                       after such cessation of employment to the extent that the
                       Option was exercisable on the date of his or her
                       cessation of employment.

                  c.   Notwithstanding anything to the contrary in this Section
                       3, the Option shall not be exercisable later than ten
                       years from the Date of Grant.

        4.        NONTRANSFERABILITY OF OPTION. The Option and this Option
                  Agreement shall not be assignable or transferable otherwise
                  than by will or by the laws of descent and distribution; and
                  the Option may be exercised, during the lifetime of the
                  Optionee, only by the Optionee or by the Optionee's legal
                  representative.

        5.        EXERCISE OF OPTION. The Option shall be exercised in the
                  following manner; the Optionee, or the person(s) having the
                  right to exercise the Option upon the death or Disability of
                  the Optionee, shall deliver to the Company written notice
                  specifying the number of Shares which the Optionee elects to
                  purchase, together with cash in an amount equal to the price
                  to be paid upon such exercise of the Option; PROVIDED,
                  HOWEVER, that such purchase may be effected in whole or in
                  part with monies received from the Company at the time of
                  exercise as a compensatory cash payment, or with monies
                  borrowed from the Company pursuant to terms and conditions
                  determined by the Committee, in its discretion, separately
                  with respect to each exercise of an Option and each Optionee;
                  PROVIDED FURTHER, HOWEVER, that, each such method and time for
                  payment and each such borrowing and terms and conditions of
                  repayment shall be permitted by and be in compliance with
                  applicable law. In either such event, the Company shall issue
                  or cause to be issued, and deliver as promptly as possible to
                  the Optionee, certificates representing the appropriate number
                  of Shares which certificates shall be registered in the name
                  of the Optionee.

        6.        NOTICES. Any notice required or permitted under this Option
                  Agreement shall be deemed given when delivered personally, or
                  when deposited in a United States Post Office, postage
                  prepaid, addressed, as appropriate, to the Optionee either at
                  the Optionee's address as last known by the Company or such
                  other address as the Optionee may designate in writing to the
                  Company.

        7.        FAILURE TO ENFORCE NOT A WAIVER. The failure of the Company to
                  enforce at any time any provision of this Option Agreement
                  shall in no way be construed to be a waiver of such provision
                  or of any other provision hereof.

        8.        INCORPORATION OF PLAN. The Plan is hereby incorporated herein
                  by reference and made a part hereof, and the Option and this
                  Option Agreement are subject to all terms and conditions of
                  the Plan.

        9.        GENERAL RESTRICTIONS. This award of an Option shall be subject
                  to the requirement that, if at any time the Committee shall
                  determine that (i) the listing, registration or qualification
                  of the shares of Common Stock subject or related thereto upon
                  any securities exchange or under any state or federal law, or
                  (ii) the consent or approval of any government regulatory
                  body, or (iii) an agreement by the recipient of an award with
                  respect to the disposition of shares of Common Stock, is
                  necessary or desirable as a condition or, or in connection
                  with, the granting of such Option or the issue or purchase of
                  shares of Common Stock thereunder, such award or issue or
                  purchase of shares of Common Stock thereunder, as the case may
                  be, may not be consummated in whole or in part unless such
                  listing, registration, qualification, consent, approval or
                  agreement shall have been effected or obtained free of any
                  conditions not acceptable to the Committee. In connection
                  therewith, the Optionee agrees to be bound by the terms of the
                  Stockholder's Agreement; (as defined in the Plan) with respect
                  to any Shares issued to the Optionee upon exercise, in whole
                  or in part, of this Option and to execute such documents as
                  shall be provided by the Company to evidence same.

       10.        RIGHTS OF A STOCKHOLDER. The Optionee shall have no rights as
                  a stockholder with respect to any Shares unless and until
                  stock certificates for such Shares are issued to the Optionee.
                  Upon the issuance of a stock certificate, all Shares covered
                  by such certificate shall be subject to the terms of the
                  Stockholder's Agreement.

       11.        RIGHTS TO TERMINATE EMPLOYMENT. Nothing in the Plan or in this
                  Option Agreement; shall confer upon the Optionee the right to
                  continue in the employment of the Company or its Parent or
                  Subsidiary Corporations or affect any right which the company
                  or its Parent or Subsidiary Corporations may have to terminate
                  the employment of the Optionee.

       12.        WITHHOLDING. Whenever the Company proposes or is required to
                  issue or transfer Shares under this Option Agreement, the
                  Company shall have the right to require the Optionee or his or
                  her legal representative to remit to the Company an amount
                  sufficient to satisfy any federal, state and/or local
                  withholding tax requirements prior to the delivery of any
                  certificate or certificates for such Shares.

       13.        EFFECT OF CERTAIN CHANGES. The Option granted under this
                  Option Agreement is subject to the adjustments specified in
                  Section 9 of the Plan.

       14.        GOVERNING LAW. This Option Agreement shall be governed by and
                  construed according to the laws of the State of Delaware,
                  without regard to the conflicts of law rules thereof.

       15.        AMENDMENT AND TERMINATION. The Committee may amend or
                  terminate the Plan at any time; PROVIDED, HOWEVER, that the
                  amendment or termination of the Plan shall not without the
                  consent of the Optionee or his or her legal representative,
                  affect the Optionee's rights under this Agreement.

                  IN WITNESS WHEREOF, the parties hereto have executed this
Option Agreement; as of the date and year set forth first above.


                             CYBER DIALOGUE INC.


                             By
                               ----------------------------------

                             The undersigned hereby
                             accepts and agrees to all
                             the terms and provisions
                             of the foregoing Option
                             Agreement and to all of
                             the terms and provisions
                             of the Cyber Dialogue Inc.
                             1996 Stock Option Plan
                             incorporated herein by
                             reference.

                             By
                               ----------------------------------
                                    Optionee