<PAGE>





                       NOTE AND WARRANT PURCHASE AGREEMENT

                                      AMONG

                             GREENFIELD ONLINE, INC.

                                       AND

                            GREENFIELD HOLDINGS, LLC

                            Dated as of March 3, 2000


<PAGE>





                                TABLE OF CONTENTS
                                -----------------

                                                                     Page
                                                                     ----

Section 1.  Issuance of the Notes and the Warrants.....................1


Section 2.  Reservation of Class A Common Shares.......................1


Section 3.  Sale and Purchase of Notes and Warrants....................1


Section 4.  The Closings; The Initial Closing..........................2


Section 5.  Representations and Warranties of the Corporation..........2


Section 6.  Investment Representations of the Purchaser................5


Section 7.  Certain Definitions........................................5


Section 8.  Stockholders' Agreement....................................6


Section 9.  Parties in Interest........................................6


Section 10. Entire Agreement...........................................6


Section 11. Notices....................................................6


Section 12. Amendments.................................................7


Section 13. Counterparts...............................................8


Section 14. Headings...................................................8


Section 15. Governing Law..............................................8


Section 16. Expenses...................................................8


                                        i


<PAGE>

                                             NOTE AND WARRANT PURCHASE
                                    AGREEMENT, dated as of March 3, 2000, among
                                    GREENFIELD ONLINE, INC., a Delaware
                                    corporation (the "Corporation"), and
                                    GREENFIELD HOLDINGS, LLC, a Delaware limited
                                    liability company (the "Purchaser").

      WHEREAS, the Corporation desires to sell to the Purchaser and the
Purchaser desires to purchase from the Corporation (i) up to an aggregate of
$5,000,000 in principal amount of the Corporation's 10% subordinated promissory
notes and (ii) warrants to purchase shares of the Corporation's Class A Common
Stock, $0.01 par value per share (the "Class A Common Shares"), on the terms and
subject to the conditions set forth in this Agreement.

      NOW, THEREFORE, the parties hereto hereby agree as follows:

      Section 1.  Issuance of the Notes and the Warrants.

      Upon the terms and subject to the conditions contained in this Agreement,
the Corporation has authorized the issuance to the Purchaser of, and the
Purchaser has committed to purchase from the Corporation, (a) up to $5,000,000
(the "Total Commitment") in aggregate principal amount of its 10% subordinated
promissory notes (the "10% Notes") due on the date (the "Maturity Date") which
is the earlier to occur of (i) any Fundamental Change, Change of Control or
Liquidity Event and (ii) June 30, 2000, each such 10% Note to be substantially
in the form of Exhibit A attached hereto, and (b) warrants (the "Warrants") to
purchase up to 69,930 Class A Common Shares (the "Warrant Shares"), each such
Warrant to be substantially in the form of Exhibit B attached hereto.

      Section 2.  Reservation of Class A Common Shares.

      Upon the terms and subject to the conditions contained in this Agreement,
the Corporation shall reserve up to 69,930 Class A Common Shares for issuance
upon exercise of the Warrants.

      Section 3.  Sale and Purchase of Notes and Warrants.

      At each Closing (as defined herein), the Corporation shall sell to the
Purchaser, and the Purchaser shall purchase from the Corporation, upon the terms
and subject to the conditions set forth herein 10% Notes in the aggregate
principal amount to be funded at such Closing as requested by the Corporation in
a written request for funding pursuant to Section 4(a). At the Initial Closing
(as defined herein), the Corporation shall sell to the Purchaser, and the
Purchaser shall purchase from the Corporation, a Warrant to purchase that number
of Warrant Shares as may be determined by dividing $500,000 by the Exercise
Price. Anything contained in the Financing Documents to the contrary
notwithstanding, in no event shall the Purchaser be obligated to purchase an
aggregate principal amount of 10% Notes in excess of the Total Commitment. The
Corporation and the Purchaser agree that 99.5% of the aggregate purchase price
to be paid by the Purchaser for the 10% Notes and the Warrants shall be
allocated to the

<PAGE>

sale and purchase of the 10% Notes. No party hereto shall take a position
inconsistent with this allocation unless otherwise required by law.

      Section 4. The Closings; The Initial Closing.

         (a) The sale of the 10% Notes and the Warrants to be purchased
hereunder shall take place at the offices of Wake, See, Dimes & Bryniczka, 27
Imperial Avenue, Westport, Connecticut 06880, at a closing occurring
simultaneously with the execution and delivery hereof (the "Initial Closing")
and on not more than one other date subsequent to the date hereof as may be
agreed upon by the Corporation and the Purchaser, but in any event not less than
10 business days following receipt by the Purchaser from the Corporation of a
written request for funding pursuant hereto (the "Second Closing", together with
the Initial Closing, are collectively referred to as the "Closings" and each a
"Closing"). At each Closing, the Purchaser shall purchase and the Corporation
shall sell an aggregate principal amount of 10% Notes equal to $2,500,000 of the
Total Commitment.

         (b) At the Initial Closing, the Corporation shall deliver to the
Purchaser: (i) a 10% Note registered in the name of the Purchaser in the
aggregate principal amount equal to $2,500,000, (ii) a warrant certificate
representing the Warrant to be purchased by the Purchaser pursuant to Section 3,
(iii) an opinion of Wake, See, Dimes & Bryniczka, counsel to the Corporation,
dated as of the Initial Closing date with respect to the matters set forth in
Exhibit C and in form and substance satisfactory to the Purchaser and (iv) a
certificate signed by the chief financial officer or treasurer of the
Corporation to the effect that, both before and immediately after the
consummation of the Initial Closing and the other transactions contemplated to
take place on the Initial Closing date, (a) no Event of Default shall have
occurred and be continuing under the 10% Notes, and (b) the representations and
warranties of the Corporation made in or pursuant to the Financing Documents are
true in all respects (or in all material respects in the case of any such
representation or warranty that is not by its terms already qualified as to
materiality).

         (c) In the event of a Second Closing, the Corporation shall deliver to
the Purchaser: (i) a 10% Note registered in the name of the Purchaser in the
aggregate principal amount equal to $2,500,000, (ii) an opinion of Wake, See,
Dimes & Bryniczka, counsel to the Corporation, dated as of the Second Closing
date with respect to the matters set forth in Exhibit C and in form and
substance satisfactory to the Purchaser and (iii) a certificate signed by the
chief financial officer or treasurer of the Corporation to the effect that, both
before and immediately after the consummation of the Second Closing and the
other transactions contemplated to take place on the Second Closing date, (a) no
Event of Default shall have occurred and be continuing under the 10% Notes, and
(b) the representations and warranties of the Corporation made in or pursuant to
the Financing Documents are true in all respects (or in all material respects in
the case of any such representation or warranty that is not by its terms already
qualified as to materiality).

         (d) It being understood that this Agreement does not constitute a
revolving loan commitment, any amounts repaid or prepaid on 10% Notes purchased
hereunder may not be reborrowed.


                                       2
<PAGE>

      Section 5. Representations and Warranties of the Corporation.

      The Corporation hereby represents and warrants to the Purchaser as
follows:

      5.1. Organization.

      Each of the Corporation and its subsidiaries is duly organized, validly
existing and in good standing under the laws of the jurisdiction of its
incorporation or formation, as listed on Schedule 5.1, and has all requisite
corporate or other power and authority to own, lease and operate its properties
and other assets and to carry on its business as presently conducted and as a
foreign Person in those jurisdictions listed on Schedule 5.1, which constitute
all the jurisdictions in which the character of the property owned or leased by
the Corporation or such subsidiary or the nature of the activities conducted by
the Corporation or such subsidiary makes such qualification necessary. Attached
hereto as Exhibit D is a correct and complete copy of the Certificate of
Incorporation of the Corporation (the "Charter") and attached hereto as Exhibit
E is a correct and complete copy of the By-Laws of the Corporation (the
"By-Laws"), in each case as currently in effect.

      5.2. Capitalization.

         (a) The authorized capital stock of the Corporation as of the date of
the Initial Closing shall consist of:

              (i) 4,000,000 duly authorized shares of Class A Common Stock, of
     which:


                   (A) 1,900,750 shares of Class A Common Stock shall be validly
         issued and outstanding, fully paid and nonassessable, with no personal
         liability attaching to the ownership thereof; and



                   (B) 2,210,179 shares of Class A Common Stock shall be duly
         reserved for issuance upon the exercise of the Warrants and outstanding
         options and other warrants listed on Schedule 5.2 (whether or not
         presently exercisable);

              (ii) 15,000,000 duly authorized shares of Class B Common Stock, of
     which 10,927,575 shares shall have been validly issued and outstanding,
     fully paid and nonassessable, with no personal liability attaching to the
     ownership thereof.

All of such outstanding shares in each case are owned of record and beneficially
by the Persons identified on Schedule I attached hereto, without Encumbrance, in
the amounts set forth thereon.

         (b) Schedule 5.2 hereto contains a list, as of the date hereof and
assuming the consummation at each Closing of all the transactions contemplated
by the Financing Documents (as defined in Section 5.3), of all outstanding
warrants, options, agreements, convertible securities or other commitments
pursuant to which the Corporation or any stockholder thereof is or may become
obligated to issue, sell or otherwise transfer any capital stock or other
securities of the Corporation, which list (i) names all parties entitled to
receive such shares of capital stock or other securities, (ii) indicates whether
or not such shares of capital stock or other securities are entitled to any
anti-dilution or similar adjustments upon the issuance of additional securities
of


                                       3
<PAGE>

the Corporation or otherwise and (iii) sets forth the capital stock or other
securities required to be issued thereunder. Except as contemplated hereby,
there are, and immediately upon consummation at each Closing of the transactions
contemplated hereby, there will be, no preemptive or similar rights to purchase
or otherwise acquire the capital stock of the Corporation pursuant to any
provision of law, the Charter, the By-Laws or any agreement to which the
Corporation or any shareholder thereof is a party other than as set forth in the
Stockholders' Agreement dated as of May 17, 1999 by and among the parties
thereto (the "Stockholders' Agreement"). Except as set forth on Schedule 5.2,
there is, and immediately upon the consummation at each Closing of the
transactions contemplated hereby, there will be, no agreement, restriction or
encumbrance (such as a right of first refusal, right of first offer, proxy,
voting trust, voting agreement, etc.) with respect to the sale or voting of any
capital stock of the Corporation (whether outstanding or issuable upon
conversion or exercise of outstanding securities) other than as set forth in the
Stockholders' Agreement.

         (c) All of the outstanding shares of capital stock of the Corporation
have been issued in accordance with applicable foreign, state and federal laws
and regulations governing the sale and purchase of securities.

5.3.  Authorization of Agreement, Etc.

      The execution, delivery and performance by the Corporation of this
Agreement, the 10% Notes, the Warrants and each other document or instrument
contemplated hereby (collectively, the "Financing Documents") have been duly
authorized by all requisite action (corporate or otherwise) by the Corporation;
and this Agreement and each other Financing Document has been duly executed and
delivered by the Corporation. Each of the Financing Documents is or, in the case
of the 10% Notes and the Warrants, will be, the valid and binding obligation of
the Corporation, enforceable against the Corporation in accordance with its
terms.

5.4.  No Conflicts.

      The execution, delivery and performance by the Corporation of this
Agreement or the other Financing Documents, the issuance, sale and delivery of
the 10% Notes and the Warrants (and the issuance of any Class A Common Shares
issuable upon the exercise of the Warrants), and compliance with the provisions
hereof by the Corporation, will not (a) violate any provision of law, statute,
rule or regulation (whether foreign or domestic) applicable to the Corporation
or any ruling, writ, injunction, order, judgment or decree of any court,
arbitrator, administrative agency or other governmental body (whether foreign or
domestic) applicable to the Corporation or any of its properties or assets or
(b) conflict with or result in any breach of any of the terms, conditions or
provisions of, or constitute (with notice or lapse of time or both) a default
(or give rise to any right of termination, cancellation or acceleration) under,
or result in the creation of, any Encumbrance upon any of the properties or
assets of the Corporation under, the Charter or By-Laws of the Corporation or
any material contract to which it is a party.

5.5.  Approvals.

      Except for (a) the filing of any notice subsequent to any Closing which
may be required under applicable foreign, federal or state securities law
(which, if required, will be filed on a


                                       4
<PAGE>

timely basis as may be so required) and (b) obtaining the approval of existing
holders of the Corporation's outstanding capital stock, no permit,
authorization, consent or approval of or by, or any notification of or filing
with, any person (governmental or private) is required in connection with the
execution, delivery or performance of the Financing Documents by the
Corporation.

      5.6. Authorization of the Class A Common Shares, Etc.

      The issuance, sale and delivery by the Corporation of the 10% Notes, the
Warrants and the Warrant Shares have been duly authorized by all requisite
corporate action of the Corporation, and, when issued as contemplated by the
Warrants, the Warrant Shares will be validly issued and outstanding, fully paid
and nonassessable and not subject to preemptive or any other similar rights of
the stockholders of the Corporation or others.

      5.7. Brokers and Finders.

      The Corporation has not employed any broker or finder in connection with
the transactions contemplated by this Agreement.

      Section 6. Investment Representations of the Purchaser.

      The Purchaser hereby represents and warrants to the Corporation as
follows:

           (a) The Purchaser is acquiring the Notes and Warrants to be purchased
by the Purchaser hereunder and, in the event that the Purchaser should acquire
any Class A Common Shares, will be acquiring such Class A Common Shares, for its
own account, for investment and not with a view to the distribution thereof in
violation of the Securities Act or applicable foreign or state securities laws.

           (b) The Purchaser understands that (i) the 10% Notes and the Warrants
have not been, and that the Class A Common Shares will not be, registered under
the Securities Act or applicable foreign or state securities laws, by reason of
their issuance by the Corporation in a transaction exempt from the registration
requirements of the Securities Act and applicable foreign and state securities
laws and (ii) the Notes and Warrants and the Class A Common Shares must be held
by the Purchaser indefinitely unless a subsequent disposition thereof is
registered under the Securities Act and applicable foreign and state securities
Laws or is exempt from registration thereof. The Purchaser is an "accredited
investor" (as defined in Rule 501(a) of Regulation D promulgated under the
Securities Act).

           (c) The Purchaser has not employed any broker or finder in connection
with the transactions contemplated by this Agreement.

      Section 7. Certain Definitions.

      "Bankruptcy Code" shall mean the United States Bankruptcy Code, 11
U.S.C.ss.101 et seq., as amended from time to time.

      "Change of Control" shall be deemed to have occurred at such time as a
"person" or "group" (within the meaning of Section 13(d) and 14(d)(2) of the
Securities Exchange Act of


                                       5
<PAGE>

1934) becomes the "beneficial owner" (as defined in Rule 13d-3 under the
Securities Exchange Act of 1934), directly or indirectly, of more than 20% of
the total voting power of all classes of stock then outstanding of the
Corporation normally entitled to vote in the election of directors.

      "Encumbrance" shall mean any liens, charges, encumbrances, equities,
claims, options, proxies, pledges, security interests, or other similar rights
of any nature.

      "Exercise Price" shall mean $7.15, as adjusted pursuant to the Warrants.

      "Fundamental Change" shall mean any acquisition, merger, consolidation,
reorganization, or recapitalization, or reclassification of the Corporation's
capital stock, or liquidation, winding up, or dissolution of the Corporation, or
conveyance, sale, assignment, lease, transfer, or other disposition of, in one
transaction or a series of transactions, all or any substantial part of the
Corporation's business, property, or assets, or the acquisition by purchase or
otherwise of all or substantially all of the properties, assets, stock, or other
evidence of beneficial ownership of the Corporation; provided, however, that any
conversion of existing securities by the holders of Class B Common Stock,
including mandatory conversion pursuant to the terms of the Charter pursuant to
an offering by the Corporation of its securities to the general public pursuant
to a registration statement filed under the Securities Act, shall not be deemed
to be a Fundamental Change.

      "Liquidity Event" shall mean any transaction (or series of related
transactions) in which the Corporation receives more than $10,000,000 in gross
proceeds from the sale of its capital stock or other securities that are
directly or indirectly convertible or exchangeable into or exercisable for
shares of the Corporation's capital stock.

      Section 8. Stockholders' Agreement.

      The Warrants and the Warrant Shares shall be subject to the provisions of
the Stockholders' Agreement, including, but not limited to, the registration
rights set forth therein, as if the same were Investor Shares.

      Section 9. Parties in Interest.

      This Agreement shall bind and inure to the benefit of the Corporation, the
Purchasers and their respective successors and assigns.

      Section 10. Entire Agreement.

      This Agreement and the other writings and agreements referred to herein or
delivered pursuant hereto contain the entire understanding of the parties with
respect to the subject matter hereof and supersede all prior agreements and
understandings among the parties with respect thereto.

      Section 11. Notices.

      All notices, demands and requests of any kind to be delivered to any party
in connection with this Agreement shall be in writing and shall be deemed to
have been duly given if


                                       6
<PAGE>

personally delivered or if sent by nationally-recognized overnight courier or by
registered or certified mail, return receipt requested and postage prepaid,
addressed as follows:

      (a) if to the Corporation, to:

                        Greenfield Online, Inc.
                        15 River Road
                        Wilton, Connecticut  06897
                        Tel:  (203) 846-5700
                        Fax:  (203) 834-2283
                        Attention: Jonathan Flatow, Esq.;

                        with a copy to:

                        Wake, See, Dimes & Bryniczka
                        27 Imperial Avenue
                        Westport, CT  06880
                        Tel:  (203) 227-9545
                        Fax:  (203) 226-1641
                        Attention:  Jacob P. Bryniczka, Esq.

      (b) if to the Purchaser, to:

                        Greenfield Holdings, LLC
                        c/o InSight Capital Partners
                        527 Madison Avenue
                        10th Floor
                        New York, New York  10022
                        Attention:  Jeffrey Horing
                        Tel:  (212) 230-9200
                        Fax:  (212) 230-9222

      (c) with a copy to:

                        O'Sullivan Graev & Karabell, LLP
                        30 Rockefeller Plaza
                        New York, New York  10112
                        Tel:  (212) 408-2400
                        Fax:  (212) 408-2420
                        Attention:  Ilan S. Nissan, Esq.;

or to such other address as the party to whom notice is to be given may have
furnished to the other parties hereto in writing in accordance with the
provisions of this Section 11. Any such notice or communication shall be deemed
to have been received (i) in the case of personal delivery, on the date of such
delivery, (ii) in the case of nationally-recognized overnight courier, on the
next business day after the date when sent and (iii) in the case of mailing, on
the third business day following that on which the piece of mail containing such
communication is posted.


                                       7
<PAGE>

      Section 12. Amendments.

      This Agreement may not be modified or amended, or any of the provisions
hereof waived, except by written agreement of the Corporation and the Purchaser.

      Section 13. Counterparts.

      This Agreement may be executed in any number of counterparts, and each
such counterpart hereof shall be deemed to be an original instrument, but all
such counterparts together shall constitute but one agreement.

      Section 14. Headings.

      The section and paragraph headings contained in this Agreement are for
reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.

      Section 15. Governing Law.

      This Agreement shall be governed by and construed in accordance with the
laws of the State of New York (without giving effect to principles of conflicts
of laws).

      Section 16. Expenses.

      The Corporation agrees to pay, and hold the Purchaser and all holders of
10% Notes and Warrants or Warrant Shares harmless against liability for the
payment of: (i) the reasonable out-of-pocket expenses (including attorneys' fees
and expenses) of the Purchaser arising in connection with its due diligence and
the negotiation and execution of the Financing Documents and the consummation of
the transactions contemplated by the Financing Documents which shall be payable
at each Closing and with respect to any amendments or waivers (whether or not
the same become effective) under or in respect of the Financing Documents, or
the other agreements contemplated thereby, including the Charter, (ii) stamp and
other taxes which may be payable in respect of the execution and delivery of the
Financing Documents or the issuance, delivery or acquisition of the 10% Notes,
the Warrants or any Warrant Shares and (iii) the reasonable fees and expenses
incurred with respect to the enforcement of the rights granted under the
Financing Documents, the agreements contemplated thereby and the Charter.

                                  * * * * *



                                       8
<PAGE>





      IN WITNESS WHEREOF, each of the undersigned has duly executed this Note
and Warrant Purchase Agreement as of the date first written above.

                                    GREENFIELD ONLINE, INC.

                                       By: /s/
                                          ---------------------
                                       Name:  Rudy Nadilo
                                       Title:  President + CEO


                                    GREENFIELD HOLDINGS, LLC

                                       By: /s/
                                          ---------------------
                                       Name:  Jeffrey Horing
                                       Title:  President





                                       9
<PAGE>


                                                                       EXHIBIT A
                                                                       ---------


                                Form of 10% Note
                                ----------------

                                  See attached.



                                       10
<PAGE>


                                                                       EXHIBIT B
                                                                       ---------

                                 Form of Warrant
                                 ---------------

                                  See attached.



                                       11
<PAGE>

                                                                       EXHIBIT C
                                                                       ---------

                                 Form of Opinion

                                  See attached.



                                       12
<PAGE>

                                                                       EXHIBIT C
                                                                       ---------


                                          March 3, 2000
Greenfield Holdings, LLC
C/o InSight Capital Partners
122 East 42nd Street, Suite 2300
New York, NY  10168

Ladies and Gentlemen:

      We have acted as counsel to Greenfield Online, Inc. (the "Company") in
connection with the execution and delivery of the Note and Warrant Purchase
Agreement (the "Purchase Agreement") by and among Greenfield Holdings, LLC (the
"Purchaser") and the Company, and the other agreements and instruments listed on
Schedule A attached hereto (together with the Purchase Agreement, the
"Documents"), dated as of the date hereof. This Opinion is being delivered
pursuant to Section 4(b) of the Purchase Agreement. Capitalized terms used but
not defined herein shall have the respective meanings given to such terms in the
Purchase Agreement.

      Based upon and subject to the foregoing, we are of the opinion that:

      1. The Company is a corporation duly organized, validly existing and in
      good standing under, and by virtue of, the laws of the State of Delaware.
      The Company has requisite corporate power and authority to execute and
      deliver the Purchase Agreement and the Documents, to own and operate its
      properties and assets, and to carry on its business as presently
      conducted. The Company is either presently qualified or has submitted
      applications to be qualified to do business as a foreign corporation in
      the States of Washington, California, Missouri, New Jersey, Illinois and
      Connecticut.

      2. The Company has all requisite legal and corporate power to carry out
      and perform its obligations under the terms of the Purchase Agreement and
      the Documents.

      3. As of March 2, 2000, the authorized capital stock of the Company
      consists of 4,000,000 duly authorized shares of Class A Common Stock of
      which 1,900,750 shares of Class A Common Stock are validly issued and
      outstanding, fully paid and nonassessable, with no personal liability
      attaching to the ownership thereof and 2,210,179 shares of Class A Common
      Stock are duly reserved for issuance upon the exercise of the Warrants and
      outstanding options and other warrants (whether or not presently
      exercisable); and 15,000,000 duly authorized shares of Class B Common
      Stock, of which 10,927,575 shares shall have been validly issued and
      outstanding, fully paid and nonassessable, with no personal liability
      attaching to the ownership thereof. There are a sufficient number of
      shares of authorized but unissued Class A Common Stock to effect the
      exercise of the Warrants.

      The Class A Common Stock issuable upon exercise of the Warrants shall be
      duly and validly reserved, and when issued in accordance with the
      Company's Certificate of Incorporation will be validly issued, fully paid
      and non-assessable, and free of any liens or encumbrances. Except for such
      rights previously granted to the Purchasers, no holders of the Company's
      securities have registration rights and there are no other options, other
      than those granted to employees, warrants, conversion privileges, or other
      rights presently outstanding to purchase or otherwise acquire any
      authorized but unissued shares of capital stock or other securities of the
      Company, or any agreements to issue such securities or rights.


                                       13
<PAGE>

      4. The execution, delivery and performance of and compliance with the
      Purchase Agreement and the Documents by the Company will not violate or
      constitute a default under the Certificate of Incorporation or Bylaws of
      the Company.

      5. All corporate action on the part of the Company, its directors and
      stockholders necessary for the authorization, execution and delivery of
      the Purchase Agreement and the Documents by the Company, the performance
      of the Company's obligations under the Purchase Agreement and the
      Documents has been taken. The Purchase Agreement and the Documents have
      been duly and validly executed and delivered by the Company and constitute
      valid and binding obligations of the Company, enforceable against the
      Company in accordance with their terms.

      6. There are no actions, suits, proceedings or investigations pending
      against the Company, any of its officers, directors, employees or its
      properties, before any court or governmental agency (nor has the Company
      received any actual threat thereof) except as provided in Schedule A,
      attached hereto.

      7. No consent, approval or authorization of or designation, declaration or
      filing with any governmental authority on the part of the Company is
      required in connection with the valid execution and delivery of the
      Purchase Agreement and the Documents, or the consummation of any other
      transaction contemplated by the Purchase Agreement and the Documents.

      This opinion is for the Purchaser alone and may not be disclosed, quoted
or relied upon by any other person or entity without our prior written
permission. No opinion is implied, or may be inferred, beyond the opinions
expressly stated herein.

      We do not purport to be experts in the laws of any jurisdiction other than
the laws of the State of Connecticut, Delaware General Corporation Law (the
"DGCL") and United States federal law insofar as such laws apply, and we express
no opinion as to conflicts of law, rules or the laws of any states or
jurisdictions other than Connecticut, the DGCL, United States federal law, to
the extent those laws are relevant to the transactions contemplated by the
Documents. To the extent that matters expressed in our opinion below are
governed by laws other than the laws of the State of Connecticut, the DGCL or
the federal laws of the United States, we have assumed, with your permission and
without independent investigation, for the purposes of such opinions that such
laws are identical in all respects to the laws of Connecticut and we express no
opinion as to whether such assumption is reasonable or correct. We note in
particular that the Documents purport to be governed by the laws of the State of
New York.

                                    Very truly yours,
                                    Wake, See, Dimes & Bryniczka


                                    By_________________________
                                         Jacob P. Bryniczka,
                                         Its Partner



                                       14
<PAGE>

                                                                       EXHIBIT D
                                                                       ---------

                                     Charter
                                     -------

                                  See attached



                                       15
<PAGE>

                                                                       EXHIBIT E
                                                                       ---------

                                     By-Laws
                                     -------

                                  See attached.



                                       16