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                               CYBER DIALOGUE INC.
                            MANAGEMENT INCENTIVE PLAN

1.      PURPOSE.

               The purpose of the Cyber Dialogue Inc. Management Incentive Plan
is to reinforce corporate, organizational and business-development goals; to
promote the achievement of year-to-year and long-range financial and other
business objectives; and to reward the performance of individual officers and
other key employees in fulfilling their personal responsibilities for long-range
achievements.

2.      DEFINITIONS.

               The following terms, as used herein, shall have the following
meanings:

        (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)    "Annual Base Salary" shall mean the base salary paid to a
               Participant during any Performance Period.

        (c)    "Award" shall mean an annual incentive compensation award,
               granted pursuant to the Plan, which is contingent upon the
               attainment of Performance Goals with respect to a Performance
               Period.

        (d)    "Award Agreement" shall mean any written agreement, contract, or
               other instrument or document between the Company and a
               Participant evidencing an Award.

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



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        (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 group of 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 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 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


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               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)    "Code" shall mean the Internal Revenue Code of 1986, as amended.

        (h)    "Committee" shall mean the Compensation Committee of the Board.

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

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

        (k)    "Covered Employee" shall have the meaning set forth in Section
               162(m)(3) of the Code.

        (l)    "Exchange Act" shall mean the Securities Exchange Act of 1934, as
               amended.

        (m)    "Executive Officer" shall mean those employees of the Company who
               are its executive officers for purposes of Section 16 of the
               Exchange Act.

        (n)    "Participant" shall mean an officer or other key employee of the
               Company who is, pursuant to Section 4 of the Plan, selected to
               participate herein.

        (o)    "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 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



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               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.

        (p)    "Performance Period" shall mean the Company's fiscal year.

        (q)    "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.

        (r)    "Plan" shall mean the Cyber Dialogue Inc. Management Incentive
               Plan, as amended from time to time.

        (s)    "Subsidiary" and "Subsidiaries" shall mean only a corporation or
               corporations, whether now or hereafter existing, within the
               meaning of the definition of "subsidiary corporation"



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               provided in Section 424(f) of the Code, or any successor thereto
               of similar import.

        (t)    "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.

               The Plan shall be administered by the Committee. 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 terms,
conditions, restrictions and performance criteria, including Performance Goals,
relating to any Award; to determine whether, to what extent, and under what
circumstances an Award may be settled, cancelled, forfeited, 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.

               The Committee shall consist of two or more persons, each of whom
shall be an "outside director" within the meaning of Section 162(m) of the Code.
The Committee may appoint a chairperson and a secretary and may make such rules
and regulations for the conduct of its business as it shall deem advisable, and
shall keep minutes of its meetings. All determinations of the Committee shall be
made by a majority of its members either present in person or participating by
conference telephone at a meeting or by written consent. The Committee may
delegate to one or more of its members or to one or more agents such
administrative duties as it may deem advisable, and the Committee or any person
to whom it has delegated duties as aforesaid may employ one or more persons to
render advice with respect to any responsibility the Committee or such person
may have under the Plan. All decisions, determinations and interpretations of
the Committee shall be final and binding on all persons, including the Company,



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the Participant (or any person claiming any rights under the Plan from or
through any Participant) and any shareholder.

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

4.      ELIGIBILITY.

               Awards may be granted to officers and other key employees of the
Company selected by the Committee in its sole discretion. Subject to Section
5(b) below, in determining the persons to whom Awards shall be granted and the
Performance Goals relating to each Award, the Committee shall take into account
such factors as the Committee shall deem relevant in connection with
accomplishing the purposes of the Plan.

5.      TERMS OF AWARDS.

               Awards granted pursuant to the Plan shall be evidenced by an
Award Agreement in such form as the Committee shall from time to time approve.

               (a)  IN GENERAL. The Committee shall specify with respect to a
Performance Period the Performance Goals applicable to each Award and minimum,
target and maximum levels applicable to each Performance Goal. The minimum level
reflects the level of performance at which 80% of the performance goal is
achieved and below which no payment shall be made; the target level reflects the
level of performance at which 100% of the Performance Goal is achieved; and the
maximum level reflects the level of performance at which 150% of the Performance
Goal is achieved. Awards for any Performance Period may be expressed as a dollar
amount or as a percentage of the Participant's Annual Base Salary. Unless
otherwise provided by the Committee in connection with specified terminations of
employment, or except as set forth in Section 6(f) hereof, payment in respect of
Awards shall be made only if and to the extent the Performance Goals with
respect to such Performance Period are attained.

               (b)  SPECIAL PROVISIONS REGARDING AWARDS. Notwithstanding
anything to the contrary contained in this Section 5, in no event shall payment
in respect of Awards granted for a Performance Period be made to a Participant
who is a Covered Employee in an amount that exceeds 150% of such Participant's
Annual Base Salary.



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               (c)  TIME AND FORM OF PAYMENT. Unless otherwise determined by the
Committee, all payments in respect of Awards granted under this Plan shall be
made, in cash, within a reasonable period after the end of the Performance
Period; PROVIDED, HOWEVER, that in order to receive such payment, a Participant
must be employed by the Company or one of its affiliates on the day such payment
is to be made. In addition, in the case of Participants who are Covered
Employees, unless otherwise determined by the Committee, such payments shall be
made only after achievement of the Performance Goals has been certified by the
Committee.

6.      GENERAL PROVISIONS.

               (a)  COMPLIANCE WITH LEGAL REQUIREMENTS. The Plan and the
granting and payment of Awards, and the other obligations of the Company under
the Plan and any Award Agreement or other agreement shall be subject to all
applicable federal and state laws, rules and regulations, and to such approvals
by any regulatory or governmental agency as may be required.

               (b)  NONTRANSFERABILITY. Awards shall not be transferable by a
Participant except by will or the laws of descent and distribution.

               (c)  NO RIGHT TO CONTINUED EMPLOYMENT. Nothing in the Plan or in
any Award granted or any Award Agreement or other agreement entered into
pursuant hereto shall confer upon any Participant 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 Award Agreement or other agreement or to interfere
with or limit in any way the right of the Company to terminate such
Participant's employment.

               (d)  WITHHOLDING TAXES. The Company shall have the right to
withhold the amount of any taxes that the Company may be required to withhold
before delivery of payment of an Award to the Participant or other person
entitled to such payment, or to make such other arrangements for the withholding
of taxes that the Company deems satisfactory.



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               (e)  AMENDMENT, TERMINATION AND DURATION OF THE PLAN. The Board
or the Committee may at any time and from time to time alter, amend, suspend, or
terminate the Plan in whole or in part; PROVIDED, HOWEVER, that, no amendment
that requires share holder approval in order for the Plan to continue to comply
with Code Section 162(m) shall be effective unless the same shall be approved by
the requisite vote of the share holders of the Company. Notwithstanding the
foregoing, no amendment shall affect adversely any of the rights of any
Participant, without such Participant's consent, under any Award theretofore
granted under the Plan.

               (f)  PARTICIPANT RIGHTS. No Participant shall have any claim to
be granted any Award under the Plan, and there is no obligation for uniformity
of treatment among Participants.

               (g)  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 Participant pursuant to an Award,
nothing contained in the Plan or any Award shall give any such Participant any
rights that are greater than those of a general creditor of the Company.

               (h)  SUCCESSOR TO THE COMPANY.  Any successor to the Company
shall be required to (i) expressly assume the Company's obligations under the
Plan in connection with a Change in Control and (ii) honor the Company's
obligations under the Plan and any Award granted thereunder, without adverse
alteration to the rights of any Participant, with respect to the Performance
Period during which such Change in Control occurs.

               (i)  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.

               (j)  BENEFICIARY. A Participant 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 Participant, the executor or administrator
of the Participant's estate shall be deemed to be the grantee's beneficiary.

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

               (l)  EFFECTIVE DATE. The Plan shall take effect upon its adoption
by the Board.



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