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                             BRAUN CONSULTING, INC.
                        2001 EMPLOYEE STOCK PURCHASE PLAN


     1. PURPOSE. The purpose of the Plan is to provide employees of the Company
and its Designated Subsidiaries with an opportunity to purchase Common Stock of
the Company. It is the intention of the Company to have the Plan qualify as an
"Employee Stock Purchase Plan" under Section 423 of the Code. The provisions of
the Plan shall, accordingly, be construed so as to extend and limit
participation in a manner consistent with the requirements of that section of
the Code.

     2.   DEFINITIONS.

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

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

          (c)  "Common Stock" shall mean the common stock of the Company.

          (d)  "Company" shall mean Braun Consulting, Inc., a Delaware
          corporation, and any corporate successor to all or substantially all
          of the assets or voting stock of Braun Consulting, Inc. which shall by
          appropriate action adopt the Plan.

          (e)  "Compensation" shall mean the regular base salary paid to an
          Employee by the Company or a Designated Subsidiary during such
          individual's period of participation in one or more offering periods
          under the Plan. Such Compensation shall be calculated before deduction
          of (A) any income or employment tax withholdings or (B) any and all
          contributions made by the Employee to any Code Section 401(k) salary
          deferral plan or Code Section 125 cafeteria benefit program now or
          hereafter established by the Company or any Designated Subsidiary.
          However, Compensation shall NOT include any contributions made on the
          Employee's behalf by the Company or any Designated Subsidiary to any
          employee benefit or welfare plan now or hereafter established (other
          than Code Section 401(k) or Code Section 125 contributions).

          (f)  "Continuous Status as an Employee" shall mean the absence of any
          interruption or termination of service as an Employee. Continuous
          Status as an Employee shall not be considered interrupted in the case
          of (i) family medical leave; (ii) military leave; (iii) any other
          leave of absence approved by the Administrator, provided that such
          leave is for a period of not more than ninety (90) days, unless
          reemployment upon the expiration of such leave is guaranteed by
          contract or statute, or unless provided otherwise pursuant to Company
          policy adopted from time to time; or (iv) in the case of transfers
          between location of the Company or between the Company and its
          Designated Subsidiaries.

          (g)  "Contributions" shall mean all amount credited to the account of
          a participant pursuant to the Plan.

          (h)  "Corporate Transaction" shall mean a sale of all or substantially
          all of the Company's assets, or a merger, consolidation or other
          capital reorganization of the Company with or into another
          corporation.

          (i)  "Designated Subsidiaries" shall mean the Subsidiaries that have
          been designated by the Board from time to time in its sole discretion
          as eligible to participate in the Plan; provided however that the
          Board shall only have the discretion to designate Subsidiaries if the
          issuance of


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          options to such Subsidiary's Employees pursuant to the Plan would not
          cause the Company to incur adverse accounting charges.

          (j)  "Employee" shall mean any person, including an Officer, who is an
          employee of the Company for tax purposes and who is customarily
          employed for at least twenty (20) hours per week and more than five
          (5) months in a calendar year by the Company or one of its Designated
          Subsidiaries.

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

          (l)  "Offering Date" shall mean the first business day of each
          Offering Period of the Plan.

          (m)  "Offering Period" shall mean a period of six (6) months
          commencing on February 1 and August 1 of each year.

          (n)  "Officer" shall mean a person who is an officer of the Company
          within the meaning of Section 16 of the Exchange Act and the rules and
          regulations promulgated thereunder.

          (o)  "Plan" shall mean this 2001 Employee Stock Purchase Plan.

          (p)  "Purchase Date" shall mean the last day of each Offering Period
          of the Plan.

          (q)  "Purchase Price" shall mean with respect to an Offering Period an
          amount equal to 85% of the Fair Market Value (as defined in Section
          7(b) below) of a Share of Common Stock on the Offering Date or on the
          Purchase Date, whichever is lower; provided, however, that in the
          event (i) of any stockholder-approved increase in the number of Shares
          available for issuance under the Plan, and (ii) all or a portion of
          such additional Shares are to be issued with respect to the Offering
          Period that is underway at the time of such increase ("Additional
          Shares"), and (iii) the Fair Market Value of a Share of Common Stock
          on the date of such increase (the "Approval Date Fair Market Value")
          is higher than the Fair Market Value on the Offering Date for any such
          Offering Period, then in such instance the Purchase Price with respect
          to Additional Shares shall be 85% of the Approval Date Fair Market
          Value or the Fair Market Value of a Share of Common Stock on the
          Purchase Date, whichever is lower.

          (r)  "Share" shall mean a share of Common Stock, as adjusted in
          accordance with Section 18 of the Plan.

          (s)  "Subsidiary" shall mean a corporation, domestic or foreign, of
          which not less than 50% of the voting shares are held by the Company
          or a Subsidiary, whether or not such corporation now exists or is
          hereafter organized or acquired by the Company or a Subsidiary.

     3.   ELIGIBILITY.

          (a)  Any person who is an Employee as of the Offering Date of a given
          Offering Period shall be eligible to participate in such Offering
          Period under the Plan, subject to the requirements of Section 5(a) and
          the limitation imposed by Section 423(b) of the Code. Any person who
          becomes an Employee after an Offering Date shall not be eligible to
          participate in such Offering Period; however, such Employee shall be
          eligible to participate in the next Offering Period.

          (b)  Any provision of the Plan to the contrary notwithstanding, no
          Employee shall be granted an option under the Plan (i) if, immediately
          after the grant, such Employee (or any other person whose stock would
          be attributed to such Employee pursuant to Section 424(d) of the Code)


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          would own capital stock of the Company and/or hold outstanding options
          to purchase stock possessing five percent (5%) or more of the total
          combined voting power or value of all classes of stock of the Company
          or of any subsidiary of the Company, or (ii) if such option would
          permit his or her rights to purchase stock under all employee plans
          (described in Section 423 of the Code) of the Company and its
          Subsidiaries to accrue at a rate that exceeds twenty-five thousand
          dollars ($25,000.00) of the Fair Market Value (as defined in Section
          7(b) below) of such stock (determined at the time such option is
          granted) for each calendar year in which such option is outstanding at
          any time.

     4.   OFFERING PERIODS. The Plan shall be implemented by a series of
Offering Periods of six (6) months' duration, with new Offering Periods
commencing on or about February 1 and August 1 of each year (or at such other
time or times as may be determined by the Board of Directors). The first
Offering Period shall commence on February 1, 2001 and continue until July 31,
2001. The Plan shall continue until terminated in accordance with Section 19
hereof. The Board of Directors of the Company shall have the power to change the
duration and/or frequency of Offering Periods with respect to future offerings
without stockholder approval if such change is announced at least five (5) days
prior to the scheduled beginning of the first Offering Period to be affected.

     5.   PARTICIPATION.

          (a)  An eligible Employee may become a participant in the Plan by
          completing a subscription agreement and any other required documents
          ("Enrollment Documents") provided by the Company and submitting them
          to the Company's Human Resources Department or the stock brokerage or
          other financial services firm designated by the Company ("Designated
          Broker") prior to the applicable Offering Date, unless a later time
          for submission of the Enrollment Documents is set by the Board for all
          eligible Employees with respect to a given Offering Period. The
          Enrollment Documents and submission may be electronic, as directed by
          the Company. The Enrollment documents shall set forth the percentage
          of participant's Compensation (subject to Section 6(a) below) to be
          paid as Contributions pursuant to the Plan

          (b)  Payroll deductions shall commence on the first full payroll
          following the Offering Date and shall end on the last payroll paid on
          or prior to the Purchase Date of the Offering Period to which the
          Enrollment Documents are applicable, unless sooner terminated by the
          participant as provided in Section 10 herein.

     6.   METHOD OF PAYMENT OF CONTRIBUTIONS.

          (a)  The aggregate Contribution by a participant during any Offering
          Period may not exceed six thousand dollars ($6,000.00) (the "Aggregate
          Period Contribution Limit").

          (b)  Subject to the Aggregate Period Contribution Limit, a participant
          shall elect to have payroll deductions made on each payday during the
          Offering Period in an amount not less than one percent (1%) and not
          more than twenty percent (20%) (or such greater percentage as the
          Board may establish form time to time before an Offering Date) of such
          participant's Compensation on each payday during the Offering Period.
          All payroll deductions made by a participant shall be credited to his
          or her account under the Plan. A participant may not make any
          additional payments into such account.


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          (c)  A participant may discontinue his or her participation in the
          Plan as provided in Section 10, or, on one occasion only during an
          Offering Period may increase or decrease the rate of his or her
          Contributions with respect to the Offering Period by completing and
          filing with the Company new Enrollment Documents authorizing a change
          in the payroll deduction rate. The change in rate shall be effective
          as of the beginning of the next payroll period following the date of
          filing of the new Enrollment Documents, if the documents are completed
          at least ten (10) business days prior to such date and, if not, as of
          the beginning of the next succeeding payroll period.

          (d)  Notwithstanding the foregoing, to the extent necessary to comply
          with Section 423(b)(8) of the Code and Section 3(b) herein, a
          participant's payroll deductions may be decreased during any Offering
          Period scheduled to end during the current calendar year to 0%.
          Payroll deductions shall re-commence at the rate provided in such
          participants Enrollment Documents at the beginning of the following
          Offering Period, unless terminated by the participant as provided in
          Section 10.

     7.   GRANT OF OPTION.

          (a)  On the Offering Date of each Offering Period, each eligible
          Employee participating in such Offering Period shall be granted an
          option to purchase on each Purchase Date a number of shares of the
          Company's Common Stock determined by dividing such Employee's
          Contributions accumulated prior to such Purchase Date and retained in
          the participant's account as of the Purchase Date by the applicable
          Purchase Price; provided however that the maximum number of Shares an
          Employee may purchase during each Offering Period shall be one
          thousand (1,000) Shares (subject to any adjustment pursuant to Section
          18 below), and provided further that such purchase shall be subject to
          the limitations set forth in Sections 3(b), 6(a) and 12.

          (b)  The fair market value of the Company's Common Stock on a given
          date (the "Fair Market Value") shall be determined based on the
          closing sales price of the Common Stock for such date (or, in the
          event the Common Stock is not traded on such date, on the immediately
          preceding trading date), as reported by the Nasdaq National Market or,
          if such price is not reported by Nasdaq or, in the event the Common
          Stock is listed on a stock exchange, the Fair Market Value per share
          shall be the closing sales price on the such exchange on such date
          (or, in the event that the Common Stock is not traded on such date, on
          the immediately preceding trading date), as reported in THE WALL
          STREET JOURNAL.

     8.   EXERCISE OF OPTION. Unless a participant withdraws from the Plan as
provided in Section 10, his or her option for the purchase of Shares will be
exercised automatically on each Purchase Date of an Offering Period, and the
maximum number of Shares subject to the Option will be purchased at the
applicable Purchase Price with the accumulated Contributions in his or her
account. Fractional Shares shall be issued, as necessary. The Shares purchased
upon exercise of an option hereunder shall be deemed to be transferred to the
participant on the Purchase Date. During his or her lifetime, a participant's
option to purchase Shares hereunder is exercisable only by him or her.

     9.   DELIVERY. As promptly as practicable after a Purchase Date, the
number of Shares purchased by each participant upon exercise of his or her
option shall be deposited into an account established in the participant's
name with the Designated Broker. Any payroll deductions accumulated in a
participant's

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account that are not applied toward the purchase of Shares on a Purchase Date
due to limitations imposed by the Plan shall be returned to the participant.

     10.  VOLUNTARY WITHDRAWAL; TERMINATION OF EMPLOYMENT.

          (a)  A participant may withdraw all but not less than all the
          Contributions credited to his or her account under the Plan at any
          time prior to a Purchase Date by submitting a completed "Notice of
          Withdrawal" form to the Company's Human Resources Department or
          electronically completing the required documentation provided by the
          Company through the Designated Broker, as directed by the Company's
          Human Resources Department. All of the participant's Contributions
          credited to his or her account will be paid to him or her promptly
          after receipt of his or her notice of withdrawal and his or her option
          for the current period will be automatically terminated, and no
          further Contributions for the purchase of Shares will be made during
          the Offering Period.

          (b)  Upon termination of the participant's Continuous Status as an
          Employee prior to the Purchase Date of an Offering Period for any
          reason, whether voluntary or involuntary, including retirement or
          death, the Contributions credited to his or her account will be
          returned to him or her or, in the case of his or her death, to the
          person or persons entitled thereto under Section 14, and his or her
          option will be automatically terminated.

          (c)  In the event an Employee fails to remain in Continuous Status as
          an Employee of the Company for at least twenty (20) hours per week
          during the Offering Period in which the Employee is a participant, he
          or she will be deemed to have elected to withdraw from the Plan and
          the Contributions credited to his or her account will be returned to
          him or her and his or her option terminated.

          (d)  A participant's withdrawal from an offering will not have any
          effect upon his or her eligibility to participate in a succeeding
          offering or in any similar plan that may hereafter by adopted by the
          Company.

     11.  INTEREST. No interest shall accrue on the Contributions of a
participant in the Plan.

     12.  STOCK.

          (a)  Subject to adjustment as provided in Section 18, the maximum
          number of Shares that shall be made available for sale under the Plan
          shall eight hundred thousand (800,000) Shares. If the Board determines
          that, on a given Purchase Date, the number of shares with respect to
          which options are to be exercised may exceed (1) the number of shares
          of Common Stock that were available for sale under the Plan on the
          Offering Date of the applicable Offering Period, or (2) the number of
          shares available for sale under the Plan on such Purchase Date, the
          Board may in its sole discretion provide (x) that the Company shall
          make a pro rata allocation of the Shares of Common Stock available for
          purchase on such Offering Date or Purchase Date, as applicable, in as
          uniform a manner as shall be practicable and as it shall determine in
          its sole discretion to be equitable among all participants exercising
          options to purchase Common Stock on such Purchase Date, and continue
          the Plan as then in effect, or (y) that the Company shall make a pro
          rata allocation of the Shares available for purchase on such Offering
          Date or Purchase Date, as

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          applicable, in as uniform a manner as shall be practicable and as it
          shall determine in its sole discretion to be equitable among all
          participants exercising options to purchase Common Stock on such
          Purchase Date, and terminate the Plan pursuant to Section 19 below.
          The Company may make a pro rata allocation of the Shares available on
          the Offering Date of any applicable Offering Period pursuant to the
          preceding sentence, notwithstanding any authorization of additional
          Shares for issuance under the Plan by the Company's stockholders
          subsequent to the Offering Date.

          (b)  The participant shall have no interest or voting right in Shares
          covered by his or her option until such option has been exercised.

          (c)  Shares to be delivered to a participant under the Plan will be
          registered in the name of the participant or in the name of the
          participant and his or her spouse.

     13.  ADMINISTRATION. The Board, or a committee named by the Board, shall
supervise and administer the Plan and shall have full power to adopt, amend and
rescind any rules deemed desirable and appropriate for the administration of the
Plan and not inconsistent with the Plan, to construe and interpret the Plan, and
to make all other determinations necessary or advisable for the administration
of the Plan.

     14.  DESIGNATION OF BENEFICIARY.

          (a)  A participant may designate a beneficiary who is to receive any
          Shares and cash, if any, from the participant's account under the Plan
          in the event of such participant's death subsequent to the end of an
          Offering Period but prior to delivery to him or her of such Shares and
          cash. In addition, a participant may designate a beneficiary who is to
          receive any cash from the participant's account under the Plan in the
          event of such participant's death prior to the Purchase Date of an
          Offering Period. If a participant is married and the designated
          beneficiary is not the spouse, spousal consent shall be required for
          such designation to be effective. Beneficiary designations under this
          Section 14(a) shall be made as directed by the Human Resources
          Department of the Company, which may require electronic submission of
          the required documentation with the Designated Broker.

          (b)  Such designation of beneficiary may be changed by the participant
          (and his or her spouse, if any) at any time by submission of the
          required notice, which required notice may be electronic. In the event
          of the death of a participant and in the absence of a beneficiary
          validly designated under the Plan who is living at the time of such
          participant's death, the Company shall deliver such Shares and/or cash
          to the executor or administrator of the estate of the participant, or
          if no such executor or administrator has been appointed (to the
          knowledge of the Company), the Company, in its discretion, may deliver
          such Shares and/or cash to the spouse or to any one or more dependents
          or relatives of the participant, or if no spouse, dependent or
          relative is known to the Company, then to such person as the Company
          may designate.

     15.  TRANSFERABILITY. Neither Contributions credited to a participant's
account nor any rights with regard to the exercise of an option or to receive
Shares under the Plan may be assigned, transferred, pledged or otherwise
disposed of in any way (other than by will, the laws or descent and
distribution, or


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as provided in Section 14) by the participant. Any such attempt at assignment,
transfer, pledge or other disposition shall be without effect, except that the
Company may treat such act as an election to withdraw funds in accordance with
Section 10.

     16.  USE OF FUNDS. All Contributions received or held by the Company under
the Plan may be used by the Company for any corporate purpose, and the Company
shall not be obligated to segregate such Contributions.

     17.  REPORTS. Individual accounts will be maintained for each participant
in the Plan. Statements of account will be provided to participating Employees
by the Company or the Designated Broker at least annually, which statements will
set forth the amounts of Contributions, the per Shares Purchase Price, the
number of Shares purchased and the remaining cash balance, if any.

     18.  ADJUSTMENTS UPON CHANGES IN CAPITALIZATION; CORPORATE TRANSACTIONS.

          (a)  Adjustment. Subject to any required action by the stockholders of
          the Company, the number of Shares covered by each option under the
          Plan that has not yet been exercised, the number of Shares that have
          been authorized for issuance under the Plan but have not yet been
          placed under option (collectively, the "Reserves"), the maximum number
          of Shares of Common Stock set forth in Section 12(a)(i) above, and the
          price per Share of Common Stock covered by each option under the Plan
          that has not yet been exercised, shall be proportionately adjusted for
          any increase or decrease in the number of issued Shares resulting from
          a stock split, reverse stock split, stock dividend, combination or
          reclassification of the Common Stock (including any such change in the
          number of Shares of Common Stock effected in connection with a change
          in domicile of the Company), or any other increase or decrease in the
          number of Shares effected without receipt of consideration by the
          Company; provided however that conversion of any convertible
          securities of the Company shall not be deemed to have been "effected
          without receipt of consideration." Such adjustment shall be made by
          the Board, whose determination in that respect shall be final, binding
          and conclusive. Except as expressly provided herein, no issue by the
          Company of shares of stock of any class, or securities convertible
          into shares of stock of any class, shall affect, and no adjustment by
          reason thereof shall be made with respect to, the number or price of
          Shares subject to an option.

          (b)  Corporate Transactions. In the event of a dissolution or
          liquidation of the Company, any Offering Period then in progress will
          terminate immediately prior to the consummation of such action, unless
          otherwise provided by the Board. In the event of a Corporate
          Transaction, each option outstanding under the Plan shall be assumed
          or an equivalent option shall be substituted by the successor
          corporation or a parent or Subsidiary of such successor corporation.
          In the event that the successor corporation refuses to assume or
          substitute for outstanding options, each Offering Period then in
          progress shall be shortened and a new Purchase Date shall be set (the
          "New Purchase Date"), as of which date any Offering Period then in
          progress will terminate. The New Purchase Date shall be on or before
          the date of consummation of the transaction and the Board shall notify
          each participant in writing, at least ten (10) days prior to the New
          Purchase Date, that the Purchase Date for his or her option has been
          changed to the New Purchase Date and that his or her option will be
          exercised automatically on the New Purchase Date, unless prior


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          to such date he or she has withdrawn from the Offering Period as
          provided in Section 10. For purposes of this Section 18, an option
          granted under the Plan shall be deemed to be assumed, without
          limitation, if, at the time of issuance of the stock or other
          consideration upon a Corporate Transaction, each holder of an option
          under the Plan would be entitled to receive upon exercise of the
          option the same number and kind of shares of stock or the same amount
          of property, cash or securities as such holder would have been
          entitled to receive upon the occurrence of the transaction if the
          holder had been, immediately prior to the transaction, the holder of
          the number of Shares of Common Stock covered by the option at such
          time (after giving effect to any adjustments in the number of Shares
          covered by the option as provided for in this Section 18); provided
          however that if the consideration received in the transaction is not
          solely common stock of the successor corporation or its parent (as
          defined in Section 424(e) of the Code), the Board may, with the
          consent of the successor corporation, provide for the consideration to
          be received upon exercise of the option to be solely common stock of
          the successor corporation or its parent equal in Fair Market Value to
          the per Share consideration received by the holders of Common Stock in
          the transaction.

               The Board may, if it so determines in the exercise of its sole
          discretion, also make provision for adjusting the Reserves, as well as
          the price per Share of Common Stock covered by each outstanding
          option, in the event that the Company effects one or more
          reorganizations, recapitalizations, rights offerings or other
          increases or reductions of Shares of its outstanding Common Stock, and
          in the event the Company's being consolidated with or merged into any
          other corporation.

     19.  AMENDMENT OR TERMINATION.

          (a)  The Board may at any time and for any reason terminate or amend
          the Plan. Except as provided in Section 18, no such termination of the
          Plan may affect the options previously granted, provided that the Plan
          or an Offering Period may be terminated by the Board on a Purchase
          Date or by the Board's setting a New Purchase Date with respect to an
          Offering Period then in progress if the Board determines that the
          termination of the Plan and/or the Offering Period is in the best
          interests of the Company and the stockholders or if continuation of
          the Plan and/or the Offering Period would cause the Company to incur
          adverse accounting charges as a result of a change after the effective
          date of the Plan in the generally accepted accounting rules applicable
          to the Plan. Except as provided in Section 18 and in this Section 19,
          no amendment to the Plan shall make any change in any option
          previously granted that adversely affects the rights of any
          participant. In addition, to the extent necessary to comply with Rule
          16b-3 under the Exchange Act, or under Section 423 of the Code (or any
          successor rule or provision or any applicable law or regulation), the
          Company shall obtain stockholder approval in such manner and to such a
          degree as so required.

          (b)  Without stockholder consent and without regard to whether any
          participant rights may be considered to have been adversely affected,
          the Board (or its committee) shall be entitled to change the Offering
          Period, change the Aggregate Period Contribution Limit, limit the
          frequency and/or number of changes in the amount withheld during an
          Offering Period, establish the exchange ratio applicable to amounts
          withheld in a currency other than U.S. dollars, permit payroll
          withholding in excess of the amount designated by a participant in
          order to adjust for delays or mistakes in the Company's processing of
          properly completed withholding elections,


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          establish reasonable waiting and adjustment periods and/or accounting
          and crediting procedures to ensure that amounts applied toward the
          purchase of Common Stock for each participant properly correspond with
          amounts withheld from the participant's Compensation, and establish
          such other limitations or procedures as the Board (or its committee)
          determines in its sole discretion advisable that are consistent with
          the Plan.

     20.  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 in the form specified by the Company at the location, or by
the person, designated by the Company for the receipt thereof.

     21.  CONDITIONS UPON ISSUANCE OF SHARES. Shares shall not be issued with
respect to an option unless the exercise of such option and the issuance and
delivery of such Shares pursuant thereto shall comply with all applicable
provisions of law, domestic or foreign, including, without limitation, the
Securities Act of 1933, as amended, the Exchange Act, the rules and regulations
promulgated thereunder, applicable state securities laws and the requirements of
any stock exchange upon which the Shares may then be listed, and shall be
further subject to the approval of counsel for the Company with respect to such
compliance.

     As a condition to the exercise of an option, the Company may require the
person exercising such option to represent and warrant at the time of any such
exercise that the Shares are being purchased only for investment and without any
present intention to sell or distribute such Shares if, in the opinion of
counsel for the Company, such a representation is required by any of the
aforementioned applicable provisions of law.

     22.  TERM OF PLAN; EFFECTIVE DATE. The Plan shall become effective upon
approval by the Company's stockholders. It shall continue in effect for a term
of two (2) years unless sooner terminated under Section 19.

     23.  ADDITIONAL RESTRICTIONS OF RULE 16b-3. The terms and conditions of
options granted hereunder to, and the purchase of Shares by, persons subject to
Section 16 of the Exchange Act shall comply with the applicable provisions of
Rule 16b-3. This Plan shall be deemed to contain, and such options shall
contain, and the Shares issued upon exercise thereof shall be subject to, such
additional conditions and restrictions as may by required by Rule 16b-3 to
qualify for the maximum exemption from Section 16 of the Exchange Act with
respect to the Plan transactions.




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