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                             GREENFIELD ONLINE, INC.

                        2000 EMPLOYEE STOCK PURCHASE PLAN

                      As approved by the Board of Directors
                    on March 3, 2000 and Greenfield Online's
                         Shareholders on March 6, 2000


         Greenfield Online, Inc. (the "Company") does hereby establish its 2000
Employee Stock Purchase Plan as follows:

         1. Purpose of the Plan. The purpose of this Plan is to provide eligible
employees who wish to become shareholders in the Company a convenient method of
doing so. It is believed that employee participation in the ownership of the
business will be to the mutual benefit of both the employees and the Company.

         2. Definitions.

                  2.1 "Base pay" means regular straight time earnings, plus
review cycle bonuses and overtime payments, payments for incentive compensation,
and other special payments except to the extent that any such item is
specifically excluded by the Board of Directors of the Company (the "Board").

                  2.2 "Account" shall mean the funds accumulated with respect to
an individual employee as a result of deductions from his paycheck for the
purpose of purchasing stock under this Plan. The funds allocated to an
employee's account shall remain the property of the respective employee at all
times but may be commingled with the general funds of the Company.

         3. Employees Eligible to Participate. Any employee of the Company or
any of its subsidiaries who is in the employ of the Company or subsidiary on an
offering commencement date is eligible to participate in that offering, except
(a) employees whose customary employment is less than 20 hours per week, and (b)
employees whose customary employment is for not more than five months in any
calendar year.

         4. Offerings. There will be twelve separate consecutive offerings
pursuant to the Plan. The first offering shall commence on the date that is
ninety (90) days after the date on which the Company's registration statement
for the registration under the Securities Act of 1933, as amended, of shares of
the common stock of the Company becomes effective, and shall continue through
December 31, 2000. Thereafter, offerings shall commence on each subsequent
January 1 and July 1 and shall last for a period of six months, and the final
offering under this Plan shall commence on January 1, 2006 and terminate on June
30, 2006. In order to become eligible to purchase shares, an employee must sign
an Enrollment Agreement, and any other necessary papers on or before the
commencement date (January 1 or July 1) of the particular offering in which he
wishes to participate. Participation in one offering under the Plan shall
neither limit, nor require, participation in any other offering.

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         5. Price. The purchase price per share shall be the lesser of (1) 85%
of the fair market value of the stock on the offering date; or (2) 85% of the
fair market value of the stock on the last business day of the offering. Fair
market value shall mean the closing bid price as reported on the National
Association of Securities Dealers Automated Quotation System or, if the stock is
traded on a stock exchange, the closing price for the stock on the principal
such exchange.

         6. Offering Date. The "offering date" as used in this Plan shall be the
commencement date of the offering, if such date is a regular business day, or
the first regular business day following such commencement date. A different
date may be set by resolution of the Board.

         7. Number of Shares to be Offered. The maximum number of shares that
will be offered under the Plan is 200,000 shares. The shares to be sold to
participants under the Plan will be common stock of the Company. If the total
number of shares for which options are to be granted on any date in accordance
with Section 10 exceeds the number of shares then available under the Plan
(after deduction of all shares for which options have been exercised or are then
outstanding), the Company shall make a pro rata allocation of the shares
remaining available in as nearly a uniform manner as shall be practicable and as
it shall determine to be equitable. In such event, the payroll deductions to be
made pursuant to the authorizations therefor shall be reduced accordingly and
the Company shall give written notice of such reduction to each employee
affected thereby.

         8. Participation.

                  8.1 An eligible employee may become a participant by
completing an Enrollment Agreement provided by the Company and filing it with
Shareholder Services prior to the Commencement of the offering to which it
relates.

                  8.2 Payroll deductions for a participant shall commence on the
offering date, and shall end on the termination date of such offering unless
earlier terminated by the employee as provided in Paragraph 14.

         9. Payroll Deductions.

                  9.1 At the time a participant files his authorization for a
payroll deduction, he shall elect to have deductions made from his pay on each
payday during the time he is a participant in an offering at the rate of 2%, 4%,
6%, 8%, or 10% of his base pay.

                  9.2 All payroll deductions made for a participant shall be
credited to his account under the Plan. A participant may not make any separate
cash payment into such account nor may payment for shares be made other than by
payroll deduction.

                  9.3 A participant may discontinue his participation in the
Plan as provided in Section 14, but no other change can be made during an
offering and, specifically, a participant may not alter the rate of his payroll
deductions for that offering.

         10. Granting of Option. On the offering date, this Plan shall be deemed
to have granted to the participant an option for as many full shares as he will
be able to purchase with the payroll deductions credited to his account during
his participation in that offering.

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         11. Exercise of Option. Each employee who continues to be a participant
in an offering on the last business day of that offering shall be deemed to have
exercised his option on such date and shall be deemed to have purchased from the
Company such number of full shares of common stock reserved for the purpose of
the Plan as his accumulated payroll deductions on such date will pay for at the
option price.

         12. Employee's Rights as a Shareholder. No participating employee shall
have any right as a shareholder with respect to any shares until the shares have
been purchased in accordance with Section 11 above and the stock has been issued
by the Company.

         13. Evidence of Stock Ownership.

                  13.1 Promptly following the end of each offering, the number
of shares of common stock purchased by each participant shall be deposited into
an account established in the participant's name at a stock brokerage or other
financial services firm designated by the Company (the "ESPP Broker").

                  13.2 The participant may direct, by written notice to the
Company at the time of his enrollment in the Plan, that his ESPP Broker account
be established in the names of the participant and one other person designated
by the participant, as joint tenants with right of survivorship, tenants in
common, or community property, to the extent and in the manner permitted by
applicable law.

                  13.3 A participant shall be free to undertake a disposition
(as that term is defined in Section 424(c) of the Code) of the shares in his
account at any time, whether by sale, exchange, gift, or other transfer of legal
title, but in the absence of such a disposition of the shares, the shares must
remain in the participant's account at the ESPP Broker until the holding period
set forth in Section 423(a) of the Code has been satisfied. With respect to
shares for which the Section 423(a) holding period has been satisfied, the
participant may move those shares to another brokerage account of participant's
choosing or request that a stock certificate be issued and delivered to him.

                  13.4 A participant who is not subject to payment of U.S.
income taxes may move his shares to another brokerage account of his choosing or
request that a stock certificate be issued and delivered to him at any time,
without regard to the satisfaction of the Section 423(a) holding period.

         14. Withdrawal.

                  14.1 An employee may withdraw from an offering, in whole but
not in part, at any time prior to the last business day of such offering by
delivering a Withdrawal Notice to the Company, in which event the Company will
refund the entire balance of his deductions as soon as practicable thereafter.

                  14.2 To re-enter the Plan, an employee who has previously
withdrawn must file a new Enrollment Agreement in accordance with Section 8.1.
The employee's re-entry into the Plan will not become effective before the
beginning of the next offering following his withdrawal, and if the withdrawing
employee is an officer of the Company within the meaning of Section 16 of the
Securities

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Exchange Act of 1934 he may not re-enter the Plan before the beginning of the
second offering following his withdrawal.

         15. Carryover of Account. At the termination of each offering the
Company shall automatically re-enroll the employee in the next offering, and the
balance in the employee's account shall be used for option exercises in the new
offering, unless the employee has advised the Company otherwise. Upon
termination of the Plan, the balance of each employee's account shall be
refunded to him.

         16. Interest. No interest will be paid or allowed on any money in the
accounts of participating employees.

         17. Rights Not Transferable. No employee shall be permitted to sell,
assign, transfer, pledge, or otherwise dispose of or encumber either the payroll
deductions credited to his account or any rights with regard to the exercise of
an option or to receive shares under the Plan other than by will or the laws of
descent and distribution, and such right and interest shall not be liable for,
or subject to, the debts, contracts, or liabilities of the employee. If any such
action is taken by the employee, or any claim is asserted by any other party in
respect of such right and interest whether by garnishment, levy, attachment or
otherwise, such action or claim will be treated as an election to withdraw funds
in accordance with Section 14.

         18. Termination of Employment. Upon termination of employment for any
reason whatsoever, including but not limited to death or retirement, the balance
in the account of a participating employee shall be paid to the employee or his
estate.

         19. Amendment or Discontinuance of the Plan. The Board shall have the
right to amend, modify, or terminate the Plan at any time without notice,
provided that no employee's existing rights under any offering already made
under Section 4 hereof may be adversely affected thereby, and provided further
that no such amendment of the Plan shall, except as provided in Section 20,
increase above 200,000 shares the total number of shares to be offered unless
shareholder approval is obtained therefor.

         20. Changes in Capitalization. In the event of reorganization,
recapitalization, stock split, stock dividend, combination of shares, merger,
consolidation, offerings of rights, or any other change in the structure of the
common shares of the Company, the Board may make such adjustment, if any, as it
may deem appropriate in the number, kind, and the price of shares available for
purchase under the Plan, and in the number of shares which an employee is
entitled to purchase.

         21. Share Ownership. Notwithstanding anything herein to the contrary,
no employee shall be permitted to subscribe for any shares under the Plan if
such employee, immediately after such subscription, owns shares (including all
shares which may be purchased under outstanding subscriptions under the Plan)
possessing 5% or more of the total combined voting power or value of all classes
of shares of the Company or of its parent or subsidiary corporations. For the
foregoing purposes the rules of Section 425(d) of the Internal Revenue Code of
1986 shall apply in determining share ownership. In addition, no employee shall
be allowed to subscribe for any shares under the Plan which permits his rights
to purchase shares under all "employee stock purchase plans" of the Company and
its subsidiary corporations to accrue at a rate which exceeds $25,000 of the
fair market value of such shares

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(determined at the time such right to subscribe is granted) for each calendar
year in which such right to subscribe is outstanding at any time.

         22. Administration. The Plan shall be administered by the Board. The
Board may delegate any or all of its authority hereunder to such committee of
the Board or officer of the Company as it may designate. The administrator shall
be vested with full authority to make, administer, and interpret such rules and
regulations as it deems necessary to administer the Plan, and any determination,
decision, or action of the administrator in connection with the construction,
interpretation, administration, or application of the Plan shall be final,
conclusive, and binding upon all participants and any and all persons claiming
under or through any participant.

         23. Notices. All notices or other communications by a participant to
the Company under or in connection with the Plan shall be deemed to have been
duly given when received by Shareholder Services of the Company or when received
in the form specified by the Company at the location, or by the person,
designated by the Company for the receipt thereof.

         24. Termination of the Plan. This Plan shall terminate at the earliest
of the following:

                  24.1 June 30, 2006.

                  24.2 The date of the filing of a Statement of Intent to
Dissolve by the Company or the effective date of a merger or consolidation
wherein the Company is not to be the surviving corporation, which merger or
consolidation is not between or among corporations related to the Company. Prior
to the occurrence of either of such events, on such date as the Company may
determine, the Company may permit a participating employee to exercise the
option to purchase shares for as many full shares as the balance of his account
will allow at the price set forth in accordance with Section 5. If the employee
elects to purchase shares, the remaining balance of his account will be refunded
to him after such purchase.

                  24.3 The date the Board acts to terminate the Plan in
accordance with Section 19 above.

                  24.4 The date when all shares reserved under the Plan have
been purchased.

         25. Limitations on Sale of Stock Purchased Under the Plan. The Plan is
intended to provide common stock for investment and not for resale. The Company
does not, however, intend to restrict or influence any employee in the conduct
of his own affairs. An employee, therefore, may sell stock purchased under the
Plan at any time he chooses, subject to compliance with any applicable Federal
or state securities laws. THE EMPLOYEE ASSUMES THE RISK OF ANY MARKET
FLUCTUATIONS IN THE PRICE OF THE STOCK.

         26. Governmental Regulation. The Company's obligation to sell and
deliver shares of the Company's common stock under this Plan is subject to the
approval of any governmental authority required in connection with the
authorization, issuance, or sale of such shares.

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