<PAGE>

THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND HAS NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"),
OR UNDER ANY APPLICABLE STATE SECURITIES LAWS. THIS NOTE MAY NOT BE SOLD OR
OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR
PURSUANT TO AN EXEMPTION UNDER THE SECURITIES ACT AND SUCH APPLICABLE STATE
SECURITIES LAWS.

THIS NOTE WAS ISSUED WITH ORIGINAL ISSUE DISCOUNT ("OID") WITHIN THE MEANING OF
THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. HOLDERS OF THIS NOTE MAY CONTACT
THE CHIEF FINANCIAL OFFICER OR CONTROLLER OF THE BORROWER AT (203) 221-0411 TO
RECEIVE INFORMATION ABOUT SUCH OID DESCRIBED IN TREASURY REGULATION ss.
1.1275-3(b)(1)(i).

$14,136,452              GREENFIELD ONLINE, INC.                  May 17, 1999
                                                            New York, New York


                            Promissory Note
                            Due May 17, 2009


         FOR VALUE RECEIVED, the undersigned GREENFIELD ONLINE, INC., a
Connecticut corporation (the "Borrower"), hereby promises to pay to Greenfield
Holdings, LLC or its registered assigns ("Holdings"), the principal sum of
FOURTEEN MILLION ONE HUNDRED THIRTY SIX THOUSAND FOUR HUNDRED FIFTY TWO DOLLARS
($14,136,452) or such greater or lesser principal amount which may be
outstanding hereunder (including as a result of the exercise of the PIK Option)
on May 17, 2009 (the "Maturity Date"), with interest (computed on the basis of
the actual number of days elapsed over a 360-day year) on the unpaid balance of
such principal sum from the date hereof at an interest rate equal to the
Applicable Rate (or upon and during the continuance of an Event of Default (as
defined in Section 5), at the Applicable Rate in effect from time to time during
the continuance of such Event of Default plus 2%), payable in cash (unless the
Borrower elects to exercise the PIK Option in the manner set forth below) on
each May 17, (each an "Interest Payment Date"), commencing May 17, 2000, and on
the Maturity Date, until the entire principal amount hereof shall have become
due and payable, whether on the Maturity Date or at a date fixed for prepayment
or by acceleration or declaration or otherwise. As used herein, the term
"Applicable Rate" shall mean (i) during the period commencing on the date hereof
to but excluding May 17, 2001, 7.5%, (ii) during the period commencing on May
17, 2001 to but excluding May 17, 2003, 9.5% and (iii) at any time thereafter,
10.5%. If any payment of interest due hereunder becomes due and payable on a day
which is not a Business Day (as defined below), the due date thereof shall be
the next succeeding day which is a Business Day. Payments of principal and
interest shall be made in lawful money of the United States of America in
immediately available funds by check or wire transfer to the address or account
designated by Holdings. Notwithstanding the foregoing, the Borrower shall have
the option on any Interest Payment Date to pay 70% of the interest due on such
date (the "Scheduled Interest Payment") by electing (the "PIK Option") to
increase the principal amount due under this Note by 70% of the amount of such
Scheduled Interest Payment, whereupon, immediately thereafter, the principal
amount of this Note shall be increased by 70% of such Scheduled Interest Payment
and interest thereafter shall accrue on the principal amount of this Note as so
increased. As used in this Note, the term "Business Day"

<PAGE>

means any day upon which commercial banks in the State of New York are not
required or permitted to be closed.


         Section 1. Issuance of Note. Upon the terms and subject to the
conditions contained herein (i) the Borrower has authorized the issuance to
Holdings of this Promissory Note (this "Note") in an aggregate principal amount
of up to $14,136,452 or such greater or lesser amounts as may be outstanding
hereunder (including as a result of the exercise of the PIK Option).

         Section 2. Mandatory Prepayments. Upon the occurrence of any of the
following events, the principal amount of this Note, together with all accrued
interest thereon, shall become immediately due and payable: (i) the Borrower
winds up, liquidates or dissolves its affairs; (ii) the Borrower enters into any
transaction of merger or consolidation where an aggregate consideration in
excess of $20 million in cash or property shall be paid as the consideration
therefor; (iii) the Borrower conveys, sells, leases or otherwise disposes of all
or substantially all of its assets, or purchases or otherwise acquires (in one
or a series of related transactions) all or substantially all of the property or
assets of any Person (iv) the Borrower effects an initial public offering of its
equity securities or (v) the stockholders of the Borrower on the date of this
Note cease to own at least 40% of the outstanding capital stock of the Borrower
on a fully-diluted basis. As used in this Note, the term "Person" is to be
construed in the broadest sense and means and includes any natural person,
company, partnership, limited liability corporation, joint venture, corporation,
business trust, unincorporated organization or governmental authority.

         Section 3. Representations and Warranties of the Borrower. The Borrower
hereby confirms that all of the representations and warranties (including
related definitions) made by the Borrower to Holdings in Article III of the
Stock Purchase and Redemption Agreement dated as of May 12, 1999 among the
Borrower, Andrew Greenfield and Holdings (as the same may be amended, restated
or otherwise modified from time to time, the "Purchase Agreement") are hereby
true and correct in all material respects. The Borrower further represents and
warrants to Holdings that no Event of Default has occurred and is continuing.

         Section 4. Covenants.

               4.1  Affirmative Convenants.

                     (a) Information. From time to time, the Borrower will
furnish to Holdings such information or documents (financial or otherwise) as
Holdings may request with respect to the Borrower and/or any of its
subsidiaries.

                     (b) Books, Records and Inspections. The Borrower will keep,
and will cause its subsidiaries to keep, proper books of record and account in
which full, true and correct entries in conformity with generally accepted
accounting principles and all material requirements of law shall be made. The
Borrower will, and will cause its subsidiaries to, permit officers and
designated representatives of Holdings to visit and inspect any of the
properties of the Borrower and its subsidiaries, and to examine the books of
records and account of the Borrower and its subsidiaries and discuss the
affairs, finances and accounts of the Borrower and its subsidiaries

                                       2

<PAGE>

with, and be advised as to the same by, the Borrower's and its subsidiaries'
officers, all at such reasonable times and intervals and to such reasonable
extent as Holdings may request.

                     (c) Maintenance of Property; Insurance. The Borrower will,
and will cause its subsidiaries to, (i) keep all material property used and
necessary in the Borrower's and its subsidiaries' respective businesses in good
working order and condition, (ii) maintain with financially sound and reputable
insurance companies insurance on all the Borrower's and its subsidiaries'
respective properties in at least such amounts and against at least such risks
as maintained by each of them prior to the date of this Note, and (iii) furnish
to Holdings, upon written request, information in reasonable detail as to the
insurance carried with respect to the Borrower and its subsidiaries.

                     (d) Corporate Franchises. The Borrower will, and will cause
its subsidiaries to, do or cause to be done all things necessary to preserve and
keep in full force and effect the Borrower's and its subsidiaries' existence and
all reasonable things necessary to preserve and keep in full force and effect
the Borrower's and its subsidiaries' respective material rights, franchises,
licenses and patents.

                     (e) Compliance with Statutes, Etc. The Borrower will, and
will cause its subsidiaries to, comply with all applicable statutes, regulations
and orders of, and all applicable restrictions imposed by, all governmental
bodies, domestic or foreign, in respect of the conduct of the Borrower's and its
subsidiaries' respective businesses and the ownership of the Borrower's and its
subsidiaries' respective properties.

                     (f) Performance of Obligations. The Borrower will, and will
cause its subsidiaries to, perform all of its or their respective obligations
under the terms of each mortgage, indenture, security agreement, debt instrument
and other contract by which the Borrower or its subsidiaries, as the case may
be, is bound, except where the failure to perform would not, in the aggregate,
have a material adverse effect on the business, operations or financial
condition of the Borrower or its subsidiaries, as the case may be.

                     (g) Taxes. The Borrower will, and will cause its
subsidiaries to, pay when due all taxes which, if not paid when due, would
materially and adversely affect the business, operations, or financial condition
of the Borrower or any of its subsidiaries, as the case may be, except as
contested in good faith and by appropriate proceedings for which adequate
reserves have been established in accordance with generally accepted accounting
principles.

                     (h) Use of Proceeds. The Borrower shall use the proceeds of
this Note to consummate the transactions contemplated by the Purchase Agreement
and for general corporate purposes of the Borrower and its subsidiaries.

         4.2 Negative Covenants. The Borrower covenants and agrees (unless
Holdings agrees otherwise) that, until this Note, together with interest and all
other obligations incurred hereunder, are paid in full:

                     (a) Liens. The Borrower will not, and will cause its
subsidiaries not to, create, incur, assume or suffer to exist any Lien (as
defined below) upon or with respect to any property or assets (real or personal,
tangible or intangible) of the Borrower or any of its

                                       3

<PAGE>

subsidiaries whether now owned or hereafter acquired, or sell any such property
or assets subject to an understanding or agreement, contingent or otherwise, to
repurchase such property or assets (including sales of accounts receivable with
recourse to the Borrower), or assign any right to receive income or permit the
filing of any financing statement under the UCC (as defined below) or any other
similar notice of Lien under any similar recording or notice statute, provided
that the provisions of this Section 4.2(a) shall not prevent the creation,
incurrence, assumption or existence of the following Liens (collectively, the
"Permitted Liens"):

                     (i) inchoate Liens for taxes not yet due and payable, or
Liens for taxes being contested in good faith and by appropriate proceedings for
which adequate reserves have been established in accordance with generally
accepted accounting principles;

                     (ii) Liens in respect of property or assets of the Borrower
or its subsidiaries, as the case may be, which do not in the aggregate
materially detract from the value of such property or assets or materially
impair the use thereof in the operation of the business of the Borrower or any
of its subsidiaries, as the case may be;

                     (iii) Liens in existence on the date hereof;

                     (iv) pledges or deposits in connection with worker's
compensation, unemployment insurance and other social security legislation;

                     (v) Liens on the collateral not otherwise permitted by the
provisions of this Section 4.2(a) to the extent securing Indebtedness permitted
by Section 4.2(c)(ii);

                     (vi) Liens in respect of judgments or awards with respect
to which the Borrower or any of its subsidiaries, as the case may be, shall in
good faith currently be diligently prosecuting an appeal or proceedings for
review with respect to which an appropriate bond or a stay of execution pending
such appeal or proceedings for review shall have been secured; and

                     (vii) Liens on real property existing at the time such real
property is acquired, provided that such Liens attach only on such real
property.

As used in this Note, the term "Lien" shall mean any mortgage, pledge,
hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or
other), preference, priority or other security agreement of any kind or nature
whatsoever (including, without limitation, any conditional sale or other title
retention agreement, any financing or similar statement or notice filed under
the UCC or any other similar recording or notice statute, and any lease having
substantially the same effect as any of the foregoing), and the term "UCC" shall
mean the Uniform Commercial Code, as from time to time in effect in the relevant
jurisdiction.

         (b) Dividends. The Borrower will not declare or pay any dividends, or
return any capital to its stockholders or authorize or make any other
distribution, payment or delivery of property or cash to its stockholders in
their capacity as such, or redeem, retire, purchase or otherwise acquire,
directly or indirectly, for consideration, any shares of any class of

                                       4

<PAGE>

its capital stock now or hereafter outstanding (or any options or warrants
issued by the Borrower with respect to its capital stock), or set aside any
funds for any of the foregoing purposes; provided, however, that (i) the
Borrower may make such payments to repurchase capital stock (or warrants or
options) from an employee of the Borrower upon termination of such employee's
employment upon terms and conditions (including, without limitation, price)
acceptable to Holdings and (ii) the Borrower may make any payments required or
permitted by the Shareholders Agreement, dated as of the date hereof among the
Borrower and its shareholders.

                     (c) Indebtedness. The Borrower will not, and will cause its
subsidiaries not to, contract, create, incur, assume or suffer to exist any
Indebtedness (as defined below), except: (i) Indebtedness of the Borrower
incurred under this Note; (ii) Indebtedness (including any refinancing thereof)
to Holdings in an aggregate principal amount not to exceed $2,000,000, the
proceeds of which are to be used solely for working capital requirements; (iii)
accrued expenses and current trade accounts payable incurred in the ordinary
course of business; (iv) intercompany Indebtedness between the Borrower and its
subsidiaries; (v) Indebtedness of any of the Borrower's subsidiaries (not
covered under clauses (ii), (iii), (iv) and (vi) of this Section 4.2(c)), not to
exceed $2,000,000 at any time outstanding incurred in the ordinary course of
business, provided such Indebtedness is not secured in any manner by any type of
property (whether tangible or intangible, including, without limitation,
intellectual property) or assets of any Person; and (vi) Indebtedness with
respect to capital leases and other purchase money Indebtedness. As used in this
Note, the term "Indebtedness" shall mean, as to any Person, without duplication,
(i) all indebtedness (including principal, interest, fees and charges) of such
Person for borrowed money or for the deferred purchase price of property or
services, (ii) the face amount of all letters of credit issued for the account
of such Person and all letters of credit issued for the account of such Person
and all drafts drawn thereunder, (iii) all liabilities secured by any Lien on
any property owned by such Person, whether or not such liabilities have been
assumed by such Person, (iv) the aggregate amount required to be capitalized
under leases under which such Person is the lessee and (v) all contingent
obligations of such Person.

                     (d) Advances, Investments and Loans. The Borrower will not,
and will cause its subsidiaries not to, lend money or credit or make obligations
or securities of, or any other interest in, or make any capital contribution to,
any Person, except that (i) the Borrower and its subsidiaries may acquire and
hold receivables owing to it, if created or acquired in the ordinary course of
business and payable or dischargeable in accordance with customary trade terms
and (ii) the Borrower may make loans to employees of the Borrower in an
aggregate amount not to exceed $1,000,000.

                     (e) Transactions with Affiliates. The Borrower will not,
and will cause its subsidiaries not to, enter into any transaction or series of
related transactions, whether or not in the ordinary course of business, with
any Affiliate of the Borrower or any of its subsidiaries, as the case may be,
other than on terms and conditions substantially as favorable to the Borrower or
any of its subsidiaries, as the case may be, as would be obtainable by the
Borrower or any of its subsidiaries, as the case may be, at the time in a
comparable arm's-length transaction with a Person other than an Affiliate.
Notwithstanding the foregoing, the Borrower shall not, and shall cause its
subsidiaries not to, enter into any management agreement, services agreement or
any other similar agreement; provided, that, so long as there does not exist an
Event of Default, the Borrower and its subsidiaries may make payments to their
Affiliates pursuant to a management

                                       5

<PAGE>


agreement, services agreement or other similar agreement in an aggregate amount
not to exceed $500,000 per calendar year. In addition, the Borrower may issue
stock or options pursuant to its 1999 Stock Option Plan. As used in this Note,
the term "Affiliate" means, with respect to any Person, any other Person that
directly or indirectly through one or more intermediaries, controls, is
controlled by, or is under common control with such Person. For the purpose of
the above definition, the term "control" (including, with correlative meaning,
the terms "controlling", "controlled by" and "under common control with"), as
used with respect to any Person, means the possession, directly or indirectly,
of the power to direct or cause the direction of the management and policies of
such Person, whether through the ownership of voting securities, by contract or
otherwise.

                     (f) Limitation on Voluntary Payments and Modifications of
Indebtedness; Modification of Certificate of Incorporation, By-Laws; Etc. The
Borrower will not, and will cause its subsidiaries not to, (i) make any
voluntary or optional payment or repayment on or redemption or acquisition for
value of (including, without limitation, by way of depositing with the trustee
with respect thereto money or securities before due for the purpose of paying
when due) any Indebtedness (other than Indebtedness under this Note) or (ii)
amend or modify, or permit the amendment or modification of, any provision of
any Indebtedness (other than Indebtedness under this Note and Indebtedness
permitted under Section 4.2(c) of this Note) or of any agreement, indenture,
loan agreement or security agreement) relating to any of the foregoing or (iii)
amend, modify or change the certificate of incorporation or by-laws of the
Borrower or any of its subsidiaries without the prior written consent of
Holdings, which consent shall not be unreasonably withheld.

        Section 5. Events of Default. Upon the occurrence of any of the
following specified events (each an "Event of Default"):

                     5.1 Payments. The Borrower shall (i) default in the payment
when due of any principal on this Note or (ii) default, and such default shall
continue unremedied for 5 or more days, in the payment when due of any interest
on this Note or other amounts owing hereunder; or

                     5.2 Representations, Etc. Any representation, warranty or
statement made by the Borrower or any of its subsidiaries in this Note, the
Purchase Agreement, or in any certificate delivered pursuant hereto or thereto
shall prove to be untrue in any material respect on the date as of which made or
deemed made; or

                     5.3 Covenants. The Borrower shall (i) default in the due
performance or observance by it of any term, convenant or agreement contained in
Section 4 of this Note or (ii) default in the due performance or observance by
it of any term, convenant or agreement (other than those referred to in Sections
5.1 and 5.2 and clause (i) of this Section 5.3) contained in this Note and such
default shall continue unremedied for a period of 30 days after written notice
to the Borrower by Holdings; or

                     5.4 Default Under Other Agreements. The Borrower or any of
its subsidiaries shall (i) default in any payment of any Indebtedness (other
than this Note) beyond the period of grace, if any, provided in the instrument
or agreement under which such Indebtedness was created or (ii) default in the
observance or performance of any agreement or condition relating to

                                       6

<PAGE>

any Indebtedness (other than this Note) or contained in any instrument or
agreement evidencing, securing or relating thereto, the effect of which default
is to cause, or to permit the holder or holders of such Indebtedness (or a
trustee or agent on behalf of such holder or holders) to cause (determined
without regard to whether any notice is required), any such Indebtedness to
become due prior to its stated maturity; or any Indebtedness of the Borrower or
its subsidiaries shall be declared to be due and payable, or required to be
prepaid other than by a scheduled required prepayment, prior to the stated
maturity thereof; or

                     5.5 Bankruptcy, Etc. (i) The Borrower or any of its
subsidiaries shall commence a voluntary case concerning the Borrower or any of
its subsidiaries, as the case may be, under Title 11 of the United States Code
entitled "Bankruptcy," as now or hereafter in effect, or any successor thereto
(the "Bankruptcy Code"); (ii) or an involuntary case is commenced against the
Borrower or any of its subsidiaries, and the petition is not controverted within
10 days, or is not dismissed within 60 days, after commencement of the case;
(iii) or a custodian (as defined in the Bankruptcy Code) is appointed for, or
takes charge of, all or substantially all of the property of the Borrower or any
of its subsidiaries, or the Borrower or its subsidiaries commences any other
proceeding under any reorganization, arrangement, adjustment of debt, relief of
debtors, dissolution, insolvency or liquidation or similar law of any
jurisdiction whether now or hereafter in effect relating to the Borrower or any
of its subsidiaries, as the case may be, or there is commenced against the
Borrower or any of its subsidiaries any such proceeding which remains
undismissed for a period of 60 days, or the Borrower or any of its subsidiaries
is adjudicated insolvent or bankrupt; (iv) or any order of relief or other order
approving any such case or proceeding is entered; (v) or the Borrower or any of
its subsidiaries suffers any appointment of any custodian or the like for it or
any substantial part of its respective property to continue undischarged or
unstayed for a period of 60 days; (vi) or the Borrower or its subsidiaries makes
a general assignment for the benefit of creditors; (vii) or any action is taken
by the board of directors or stockholders of the Borrowers or any of its
subsidiaries for the purpose of effecting any of the foregoing; or

                     5.6 Judgments. One or more judgments or decrees shall be
entered against the Borrower or any of its subsidiaries involving in the
aggregate a liability (not paid by the Borrower or its subsidiaries, as the case
may be, and/or not fully covered by insurance and/or not covered by
indemnification under the Purchase Agreement) of $500,000 or more, and all such
judgments or decrees shall not have been vacated, discharged or stayed or bonded
pending appeal within 60 days after the entry thereof;

then, and in any such event, and at any time thereafter if any Event of Default
shall then be continuing, Holdings may take any or all of the following actions,
without prejudice to the rights of Holdings or the holder of the Note to enforce
its claims against the Borrower (provided, that, if an Event of Default
specified in Section 5.5 shall occur, the result which would occur upon the
giving of written notice by Holdings to the Borrower as specified below shall
occur automatically without the giving any such notice) (a) declare the
principal of and any accrued interest in respect of the Note and all other
obligations owing hereunder to be, whereupon the same shall become, forthwith
due and payable without presentment, demand, protest or other notice of any
kind, all of which are hereby waived by the Borrower; or (b) take any and all
other remedial action that may be available at law, in equity or otherwise.

                                       8

<PAGE>

         Section 6. Optional Redemption. The Borrower may prepay this Note
(together with all accrued interest), in full or in part, at any time at a price
equal to the principal amount of the Note to be prepaid plus all accrued and
unpaid interest thereon.

         Section 7. Registrar. So long as this Note is outstanding, the Borrower
shall maintain an office or agency where this Note (i) may be presented for
registration or transfer or for exchange (the "Registrar") and (ii) may be
presented for payment. The Registrar shall keep a register of the Note and its
transfer and exchange.

         Section 8. Successors and Assigns. This Note shall bind and inure to
the benefit of the Borrower and Holdings and their respective successors and
assigns, provided, however, that the rights under this Note shall not be
assignable by the Borrower without the prior written consent of Holdings.
Holdings shall have the right to sell, assign, transfer or grant participations
in this Note (or any portion thereof) to any Person without the consent of any
Borrower and, upon effecting such a transaction, the Borrower agrees to amend
this Note to provide for the ability of Holdings and such other Persons to act
by a majority vote for the purpose of granting consents, amendments, or waivers
or taking any other action hereunder.

         Section 9. Amendment; Supplement. This Note, except for Section 8, may
be amended or supplemented and any past default or compliance with any provision
(including any Event of Default) may be waived only upon the written consent of
the holder.

         Section 10. Waiver. The Borrower hereby waives notice of acceptance
hereof as well as presentment, demand, protest and notice of non-payment and
protest as to this Note and any other document, instrument or agreement to which
the other may be a party in connection with this Note. The Borrower waives any
and all defenses based on suretyship, guaranty or any other applicable law,
including, without limitation, all rights and defenses arising out of (i) an
election of remedies by Holdings even though that election of remedies may have
destroyed rights of subrogation and reimbursement which Borrower may have, by
operation of law or otherwise, (ii) protections afforded to Borrower with
respect to antideficiency or similar laws limiting or discharging Borrower's
obligations to Holdings, (iii) the invalidity or unenforceability of Borrower's
obligations to Holdings, (iv) the failure to notify Borrower of the disposition
of collateral security granted by Borrower, (v) the commercial reasonableness of
any disposition or the impairment, however caused, of the value of collateral
security granted by the Borrower, and (vi) any duty on Holding's part (should
such duty exist) to disclose to Borrower any matter, fact or thing related to
the business operations or condition (financial or otherwise) of the other or
its Affiliates or property, whether now or hereafter known by Holdings. Holdings
may at any time, in accordance with the terms of this Note, without consent of
the Borrower, without notice to the Borrower and without affecting or impairing
the obligations of the Borrower hereunder and any other documents, instrument,
or agreement to which the Borrower may be a party in connection with this Note,
do any of the following: (i) renew, extend (including extensions beyond the
original term of the contract), modify (including changes in interest rates),
release or discharge the Borrower or any other persons obligated with respect to
the obligations hereunder; (ii) accept partial payments of the obligations
hereunder from the Borrower; (iii) accept substituted, new or additional
documents, instruments or agreements relating to the obligations hereunder from
the Borrower; (iv) settle, release (by operation of law or otherwise), compound,
compromise, collect or liquidate any of the obligations hereunder and collateral
security of the Borrower in any

                                       8

<PAGE>

manner; (v) consent to the transfer or return of collateral security and take
and hold additional collateral security or guaranties for the obligations
hereunder; (vi) amend, exchange, release or waive any collateral security or
guaranty granted by the Borrower; or (vii) bid and purchase at any sale of the
obligations hereunder collateral security of the Borrower and apply any proceeds
and collateral security granted by the Borrower and direct the order and manner
of such sale.

         Section 11. Remedies on Default, Etc. In case an Event of Default shall
occur and be continuing, Holdings may, inter alia, proceed to protect and
enforce its rights by an action at law, suit in equity or other appropriate
proceeding, whether for the specific performance of any agreement contained in
this Note or for an injunction against a violation of any of the terms hereof or
thereof or in the exercise of any power granted hereby or thereby or by law. No
right conferred upon Holdings by this Note shall be exclusive of any other right
referred to herein or now or hereafter available at law, in equity, by statute
or otherwise.

         Section 12. Indemnification. In addition to all rights and remedies
available to Holdings at law or in equity, the Borrower shall indemnify Holdings
and each subsequent holder of this Note, and their respective Affiliates,
stockholders, officers, directors, employees, agents, representatives,
successors and permitted assigns (collectively, the "Indemnified Persons") and
save and hold each of them harmless against and pay on behalf of or reimburse
such party as and when incurred for any loss (excluding consequential damages),
liability, demand, claim, action, cause of action, cost, damage, deficiency,
tax, penalty, fine or expense, whether or not arising out of any claims by or on
behalf of the Borrower or any third party, including interest, penalties,
reasonable attorneys' fees and expenses and all amounts paid in investigation,
defense or settlement of any of the foregoing (collectively, "Losses") which any
such party may suffer, sustain or become subject to, as a result of, in
connection with, relating or incidental to or by virtue of:


                     (a) any misrepresentation or breach of warranty on the part
of the Borrower under this Note;

                     (b) without duplication of subsection (a) above, any
misrepresentation in or omission from any of the representations, warranties,
statements, schedules and exhibits hereto, certificates or other instruments or
documents furnished to Holdings by the Borrower made in or pursuant to this
Note;

                     (c) any Event of Default or nonfulfillment or breach of any
covenant or agreement on the part of the Borrower under this Note;

                     (d) any action, demand, proceeding, investigation or claim
by any third party (including, without limitation, governmental agencies); or

                     (e) any claim (whenever made) relating in any way to the
Borrower and any claim (whenever made) arising out of, relating to, resulting
from or caused by any transaction, status, event, condition, occurrence or
situation relating to, arising out of or in connection with (1) the status or
conduct of the Borrower, or (2) any actions taken by or omitted to be taken by
any of the Indemnified Persons in connection with this Note or any of the
agreements contemplated herein.

                                       9

<PAGE>

         The Borrower agrees, whether or not the transactions herein
contemplated are consummated, to pay all out-of-pocket costs and expenses of
Holdings in connection with the negotiation, preparation, execution and delivery
of the this Note and the documents and instruments referred to herein and any
amendment, waiver or consent relating thereto and in connection with the
enforcement thereof.

         Section 13. Survival. All indemnification rights hereunder shall
survive the execution and delivery of this Note and the consummation of the
transactions contemplated hereby indefinitely, regardless of any investigation,
inquiry or examination made for or on behalf of, or any knowledge of Holdings
and/or any of the Indemnified Persons or the acceptance by Holdings of any
certificate or opinion.

         Section 14. Notices. All notices, requests, consents and other
communications hereunder to any party shall be deemed to be sufficient if
contained in a written instrument delivered in person or sent by telecopy,
nationally-recognized overnight courier or first class registered or certified
mail, return receipt requested, postage prepaid, addressed to such party at the
address set forth below or such other address as may hereafter be designated in
writing by such party to the other parties:

                      if to the Borrower, to:

                              Greenfield Online, Inc.
                              274 Riverside Avenue
                              Westport, CT 06880-4807
                              Attention: Chief Executive Officer
                              Telephone: (203) 221-0411
                              Facsimile: (203) 221-0791;

                      with a copy to:

                              Preston Gates & Ellis LLP
                              701 Fifth Avenue
                              Suite 5000
                              Seattle, Washington 98104
                              Attention: Robert Jaffe, Esq.
                              Telephone: (206) 623-7580
                              Facsimile: (206) 623-7022;

                      if to Holdings, to:

                              Greenfield Holdings, LLC
                              c/o Insight Capital Partners III, L.P.
                              122 East 42nd Street, Suite 2400
                              New York, New York  10168
                              Attention:  Jeffrey Horing
                              Telephone:  (212) 681-8181
                              Facsimile:   (212) 661-0972;

                                       10

<PAGE>

                      with a copy to:

                              O'Sullivan Graev & Karabell, LLP
                              30 Rockefeller Plaza, 41st Floor
                              New York, New York 10112
                              Attention:  Ilan S. Nissan, Esq.
                              Telephone: (212) 408-2400
                              Facsimile: (212) 408-2420;

or to such other address as t he party to whom notice is to be given may have
furnished to the other party in writing in accordance herewith. If mailed, as
aforesaid, any such communication shall be deemed to have been given on the
third Business Day following the day on which the piece of mail containing such
communication is posted.

        Section 15. GOVERNING LAW. THIS NOTE 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 LAW.


                                     * * * *

                                       11

<PAGE>

         IN WITNESS WHEREOF, the Borrower has caused this Note to be dated and
to be executed, delivered and issued on its behalf by its duly authorized
officers.


                                            GREENFIELD ONLINE, INC.



                                            By: /s/  Rudy Nadilo
                                               --------------------------
                                                Rudy Nadilo
                                                President