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                                                                   EXHIBIT 10.27

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY
FILED HEREWITH OMITS THE INFORMATION SUBJECT TO THE CONFIDENTIALITY REQUEST.
OMISSIONS ARE DESIGNATED AS [****]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

                              COMMERCIAL AGREEMENT

This Agreement ("Agreement") is made and entered into as of the later of the two
signature dates below (the "Effective Date"), by and between GREENFIELD ONLINE,
INC., ("GFOL") a Delaware corporation with its principal place of business at 21
River Road, Wilton, CT 06897, and MICROSOFT CORPORATION, a Washington
corporation with its principal place of business at One Microsoft Way, Redmond,
WA 98052 ("Microsoft").

WHEREAS, the parties have agreed to enter into a business relationship regarding
an online Market Research Survey Service that will be developed, marketed and
served by GFOL and distributed by Microsoft over its MSN website.

NOW, THEREFORE, in consideration of the mutual promises set forth herein,
Microsoft and GFOL hereby agree as follows:

1.       DEFINITIONS.

         "CHANNEL" means a group of content-related secondary web pages within a
         web site that are devoted to a particular subject (such as Careers,
         Entertainment, News or Travel), the top level page of which group is
         accessed directly from a web site's home page, a web site's fixed
         navigation links and other placements.

         "CLICKS" mean each occurrence when a MSN End Users clicks on any Link
         within MSN and is linked to a Router Page on the Co-Branded Survey
         Site.

         "CO-BRANDED SURVEY SITE" means the GFOL and Microsoft branded Web site,
         developed, maintained and hosted by GFOL at the virtual domain,
         www.surveyrouter.com containing the Router Pages and
         www.greenfieldonline.com Surveys (as defined below).

         "COMMERCIAL RELEASE DATE" means the date on which the Co-Branded Survey
         Site (as defined below) is first made available to End Users.

         "END USER(S)" mean all end users of a web site.

         "KEY CUSTOMER(S)" means customers or partners who provide more than
         $1,000,000 in advertising revenue to Microsoft. Key customers may not
         include Insight Express, Harris Interactive, Decision Analysts, NPD,
         Knowledge Networks, ComScore, Market Tools, e-shearch, Evaluations,
         Survey Sampling, SPSSmr, and the companies owned or controlled by NFO,
         Market Facts, UBM, The Kantar Group, Aegis, Interpublic Group and
         Taylor/Nelson/Sofres

         "LINK" means an embedded icon, object, graphic or text within a web
         page that consists of a hypertext pointer to the Co-Branded Survey
         Site.

         "MSN TEMPLATE" means the MSN Template set forth in Exhibit 1.

         "MSN" means (i) the broadband and narrowband U.S., English language
         version aggregation of Microsoft and third party web sites (as such
         properties may change from


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         time to time in Microsoft's sole discretion), which is currently or
         hereafter marketed by Microsoft as "The Microsoft Network" and/or
         "MSN"; (ii) MSN Vertical Providers (except as provided below), and
         (iii) any successor, replacement or new versions of the foregoing web
         site branded "MSN" or "The Microsoft Network." "MSN" includes all
         versions of MSN that are co-branded with third parties (or their
         successors or replacements) for which Microsoft controls the majority
         of the web site. "MSN" does not include (i) Microsoft Product web sites
         such as www.microsoft.com; (ii) MSN Vertical Providers not controlled
         exclusively by Microsoft (e.g., MSNBC); and (iii) international
         versions of MSN or non-English language versions of MSN (whether
         international or in the U.S.).

         "MSN VERTICAL PROVIDER" means a Microsoft joint venture or third-party
         content provider web site linked to or from the MSN home page or other
         part of MSN (such as a Channel or sub-Channel) during the Term, where
         (i) the branding of the default home page as a result of such Link is
         either co-branded with MSN or controlled exclusively by such Content
         provider, and (ii) the operation of such web site may be controlled
         exclusively by such third party content provider. For example, MSNBC,
         ESPN, WebMD and Expedia are the respective MSN Vertical Providers of
         the "news," "sports," "health" and "travel" Channels on MSN as of the
         Effective Date.

         "PORTAL" means any general interest or specialty subject web site
         available to the public on the internet through direct or password
         protected access, either free or subscription based, that aggregates
         content and services such as search functionality and links to other
         web sites for purposes of advertising or transactional revenue,
         including but not limited to, web sites such as AOL, Yahoo, Lycos,
         Excite or InfoSpace.

         "ROUTER PAGE(S)" means those Co-Branded Survey Site page(s) that host a
         questionnaire which qualifies an End User as a potential survey
         participant.

         "SURVEY(S)" means the market research survey(s) created, marketed and
         made available by GFOL on the Co-Branded Survey Site.

2.       GFOL'S RIGHTS AND OBLIGATIONS.  During the Term:

         2.1      GFOL will develop, maintain and host the Co-Branded Survey
                  Site, including but not limited to, the Router Pages and the
                  Surveys;

         2.2      GFOL will, at Microsoft's request, include within each
                  questionnaire on each Router Page, one question provided by
                  Microsoft that is separate and unrelated to the other
                  qualifying questions within the questionnaire;

         2.3      GFOL will display each page of the Co-Branded Survey Site,
                  including but not limited to the Router Pages and pages
                  hosting the Surveys, within the MSN Template, in accordance
                  with the usage guidelines set forth in Exhibit 1;

         2.4      GFOL will ensure that the Co-branded Survey Site complies with
                  the MSN Service Level Agreement ("SLA") set forth in Exhibit
                  2;

         2.5      GFOL will provide a link to the GFOL privacy statement on all
                  Co-Branded Survey Site pages in a manner that makes the
                  privacy statements readily accessible to End Users. The GFOL
                  privacy statements will comply with industry-standard privacy
                  guidelines and practices including, without limitation,
                  guidelines and practices recommended by the Better Business
                  Bureau Online (BBB Online), Online Privacy Alliance and/or
                  TRUSTe. In cases where GFOL asks Survey respondents recruited
                  via MSN for permission to disclose their personally
                  identifiable information to third parties, GFOL [****];

         2.6      GFOL will be responsible for all customer support for End
                  Users of the Co-Branded Survey Site;

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         2.7      GFOL will bear all costs related to the Co-Branded Survey
                  Sites, including but not limited to, the cost of developing,
                  maintaining and hosting the Survey Site and all customer
                  service costs; and

         2.8      GFOL may, at its sole option, elect to participate in a 30-day
                  trial period of Microsoft's new ad inventory optimization
                  model. Such 30-day trial period must occur within the first 60
                  days of this Agreement. During the trial period, Microsoft
                  will incur the costs of creating the ad inventory and GFOL
                  will pay Microsoft for all Clicks delivered to the Co-Branded
                  Survey Site as set forth in Section 9.

         2.9      GFOL will post surveys on the Co-Branded Survey Site which
                  request participants to provide information concerning their
                  [****].

3.       MICROSOFT'S RIGHTS AND OBLIGATIONS. During the Term:

         3.1      Microsoft will promote the Co-Branded Survey Site on all MSN
                  channels via integrated Links on GFOL's reasonable request.
                  The location of the integrated links on each channel will be
                  determined by Microsoft based on existing and future
                  contractual commitments and editorial considerations.

         3.2      Microsoft will be responsible for the design, content and
                  placement of all such Links on MSN, provided however that (a)
                  Microsoft will appoint at least one producer who will work
                  with GFOL to execute media plans necessary to attract End
                  Users of MSN to the Co-Branded Survey Site; (b) placement of
                  the Links on MSN will be determined based on the demographic
                  profile of qualifying survey respondents needed to complete
                  surveys; and (c) the parties will work together to determine
                  the optimal messaging of the Links for each MSN Channel and in
                  connection with different types of Surveys.

         3.3      Microsoft will work together with GFOL on Surveys requiring
                  customized Links and or customized Link placement within
                  certain MSN Channels. In such cases, GFOL will provide
                  Microsoft with at least one week's prior notice so that
                  Microsoft can create, schedule and launch such customized
                  Links and/or Link placement.

         3.4      Microsoft will bear all costs related to the development,
                  design and placement of Links within MSN.

         3.5      Microsoft may change, revise or redesign the MSN Template from
                  time to time at its sole discretion.

4.       OWNERSHIP. GFOL will own all design, technology, code, and other
         materials provided by GFOL in connection with the Research Surveys and
         the Co-Branded Survey Site. Microsoft will own all design, technology,
         code, and other materials provided by Microsoft in connection with the
         Research Survey and the Co-Branded Survey Site.

5.       PASSPORT. Within 60 days of the Commercial Release Date of MSN's
         rewards program, GFOL will implement Passport on the Co-Branded Survey
         Site so that End Users of the Co-Branded Survey Site can participate in
         all Passport enabled incentives, including without limitation, points
         or reward incentives. GFOL will adopt MSN's rewards program provided
         adoption of the rewards program has a neutral economic impact relative
         to GFOL's existing incentive program.

6.       CLICKS FORECAST. Every [****] GFOL will provide Microsoft with a
         forecast of the maximum number of Clicks that it will require during
         the succeeding [****] period ("Click Forecast"). These Clicks Forecasts
         will include the number of completed Surveys, estimated number of
         Clicks, and general demographic information about the desired Survey
         respondents.

7.       CLICKS GUARANTEE. During the Term of the Agreement, on a quarterly
         basis commencing on the Commercial Release Date, Microsoft will
         guarantee GFOL a minimum of the lesser of (i) the number of Clicks
         Forecast by GFOL for that quarter; and (ii) the number of Guaranteed
         Clicks for that quarter as set forth in Exhibit 3 ("Clicks Guarantee").
         If


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         Microsoft does not meet its Clicks Guarantee for any quarter, then the
         Guaranteed Quarterly Payment due from GFOL to Microsoft for that
         quarter shall be reduced accordingly by $[****] per Click shortfall
         amount. For example, the Clicks Guarantee for Q1 is [****] but if
         Microsoft only delivers [****] Clicks for this quarter, then GFOL's Q1
         Guaranteed Quarterly Payment to Microsoft of $[****] will be reduced by
         $[****] or ($[****] minus (shortfall of [****] Clicks x $[****])).
         Notwithstanding the above, once a year, Microsoft will have the option
         of making up any shortfall of Clicks for any one [****] in the
         succeeding [****].

8.       EXCLUSIVITY. During the Term, Microsoft will be the exclusive Portal
         promoting and distributing GFOL's web surveys. GFOL will not enter into
         any agreement with any other company for distribution or promotion of
         GFOL's web surveys via any other Portal. GFOL's exclusivity obligations
         will expire if (i) during the first [****] after the Commercial Release
         Date, Microsoft fails to meet its Clicks Guarantee as outlined in
         Section 7 for such year period; and (ii) during the previous [****]
         period, GFOL provided Microsoft with revenue which was equal to or
         greater than [****] of GFOL's Guaranteed Quarterly Payments set forth
         in Section 9.3. Additionally, during the Term, GFOL will be Microsoft's
         exclusive third party web survey partner for recruiting Survey
         respondents via integrated content. Microsoft's exclusivity obligations
         shall expire if (i) during the first [****] after the Commercial
         Release Date, Microsoft meets its Clicks Guarantee as outlined in
         Section 7 for this year period; and (ii) during the previous [****]
         period, GFOL failed to provide Microsoft with revenue which was equal
         to or greater than [****] of GFOL's Guaranteed Quarterly Payments set
         forth in Section 9.3. Notwithstanding the above, Microsoft can conduct
         its own web surveys or web surveys on behalf of Key Customers either
         directly or through third parties, provided that such web surveys, or
         recruitment for such web surveys, are not displayed on MSN pages
         containing GFOL's integrated content placements. In addition, Microsoft
         may sell banner advertisements to companies for the purpose of
         recruiting survey respondents for web surveys other than GFOL's
         Surveys, provided that (i) Microsoft does not appoint a producer to
         manage the placement and content of such ads, and (ii) the ads will not
         be displayed on pages displaying GFOL's integrated content placements
         (if such blocking is not technically and economically feasible as of
         the commercial availability of the Service, it will be implemented as
         soon as technically and economically feasible).

9.       PAYMENTS.

         9.1      ADVANCE PAYMENT. GFOL will pay to Microsoft a one-time,
                  non-refundable, advance payment of [****] within forty five
                  (45) days of the Effective Date, which shall be credited
                  toward the Guaranteed Quarterly Payments payable to Microsoft
                  by GFOL under Section 9.3 below.

         9.2      CLICKS PAYMENT. During the Term, on a [****] basis, GFOL will
                  pay Microsoft $[****] for every Click delivered by Microsoft
                  ("Per Click Fee"). The parties will meet [****] after the
                  Commercial Release Date to determine if the ratio of Clicks to
                  completed Surveys has increased beyond the estimation in
                  Exhibit 4. If so, the Per Click Fee for the next [****]
                  quarters will be increased by that same percentage. The Per
                  Click Fee will be evaluated every [****] thereafter and will
                  be adjusted upward or downward for subsequent quarters
                  depending on the current ratio of Clicks to completed Surveys,
                  but in no event will the Per Click Fee be less than $[****].

         9.3      GUARANTEED QUARTERLY PAYMENTS. During the Term, GFOL will
                  guarantee Microsoft the following quarterly payments, provided
                  that Microsoft meets its Clicks Guarantee each quarter as set
                  forth in Section 7:

                  a.       During the first twelve months after the Commercial
                           Release Date, GFOL will guarantee Microsoft quarterly
                           payments as follows: Q1-$[****]; Q2-$[****];
                           Q3-$[****] and Q4-$[****].

                  b.       If the Term is extended, GFOL will guarantee
                           Microsoft quarterly payments of $[****] per quarter.

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         9.4      CAP ON QUARTERLY PAYMENTS. GFOL's quarterly payments to
                  Microsoft will be the greater of the revenue guarantee or up
                  to 110% of the Clicks Forecast multiplied by the then current
                  Click Payment but will not be more than 110% of the Clicks
                  Forecast multiplied by the then current Click Payment.

         9.5      All payments by GFOL to Microsoft shall be made on a quarterly
                  basis during the Term. Microsoft will invoice GFOL on a
                  monthly basis, with all payments due and payable net
                  Forty-five (45) days from the end of each calendar quarter.

10.      REPORTING AUDITS.

         10.1     REPORTING. On a monthly basis, GFOL shall report to Microsoft
                  the following information related to the Co-Branded Survey
                  Site: Router Page views; qualified Surveys respondents; and
                  completed Surveys from the co-branded Survey Site. On a
                  monthly basis, Microsoft shall report to GFOL the number of
                  Clicks, broken down by MSN Channel.

         10.2     AUDITS. Each party will keep all usual and proper records and
                  books of account and all usual and proper entries and other
                  documentation relating to all payments owed or paid by such
                  party, and all revenue, traffic, user and other data and
                  reports submitted or required to be tracked or submitted by
                  such party under this Agreement. During the Term and for a
                  period of one (1) year following the expiration or termination
                  of this Agreement, each party will have the right to cause an
                  audit and/or inspection to be made of such records of the
                  other party in order to verify statements issued by such other
                  party and its compliance with the terms of this Agreement. Any
                  such audit will be conducted: (a) by an independent certified
                  public accountant from a big six accounting firm selected by
                  the auditing party (other than on a contingent fee basis); (b)
                  during regular business hours at the facilities of the party
                  being audited, upon at least thirty (30) days' prior written
                  notice; and (c) no more often than once every twelve (12)
                  months. The party requesting the audit will bear the full cost
                  of the audit except where an audit reveals a payment
                  underreporting discrepancy of greater than five percent (5%),
                  in which case the audited party will bear the full cost of the
                  audit.

11       REPRESENTATIONS AND WARRANTIES; DISCLAIMERS AND LIMITATIONS.

         11.1     Each party hereby represents and warrants as follows:

                  11.1.1   Such party is duly organized and validly existing
                           under the laws of the state of its incorporation and
                           has full corporate power and authority to enter into
                           this Agreement and to carry out the provisions
                           hereof.

                  11.1.2   Such party is duly authorized to execute and deliver
                           this Agreement and to perform its obligations
                           hereunder.

                  11.1.3   This Agreement is a legal and valid obligation
                           binding upon it and enforceable in accordance with
                           its terms.

         11.2     Microsoft further represents and warrants that:

                  11.2.1   All materials delivered by Microsoft to GFOL for use
                           on the Co-Branded Survey Site, including without
                           limitation the MSN Template, do not infringe the
                           copyrights, trademarks, service marks or any other
                           personal or proprietary right of any third party; and

                  11.2.2   Microsoft will not use the GFOL Marks except as
                           provided in this Agreement.

         11.3     GFOL further represents and warrants that:

                  11.3.1   All materials delivered by GFOL to Microsoft for use
                           on MSN, including without limitation GFOL Marks, do
                           not infringe the copyrights,


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                           trademarks, service marks or any other personal or
                           proprietary right of any third party;

                  11.3.2   The Co-Branded Survey Site and all services, content
                           and actions occurring on the Co-Branded Survey Site,
                           including without limitation the Surveys and Router
                           Pages, (other than materials provided by Microsoft),
                           are, and all times will be, in compliance with all
                           applicable laws;

                  11.3.3   The Co-Branded Survey Site and all services, content
                           and/or material contained therein, including without
                           limitation the Surveys and Router Pages, (other than
                           materials provided by Microsoft) are, and at all
                           times will be, of the same quality and nature;

                  11.3.4   To the best of GFOL's knowledge, those portions of
                           any content, service and/or material created by GFOL
                           do not contain any information, instruction or
                           formula that when viewed, followed or used in
                           accordance with their terms by a reasonably prudent
                           person, and subject to any caveats, disclaimers or
                           warnings provided, would place an individual, in a
                           substantial degree of risk of bodily harm; and

                  11.3.5   GFOL will not use the MSN Template except as provided
                           in this Agreement.

         11.4     Effective no later than the Effective Date and throughout the
                  term of this Agreement, GFOL will procure and maintain the
                  following insurance coverage. Such insurance will be in a form
                  and with insurers reasonably acceptable to Microsoft, and will
                  comply with the following minimum requirements:

                  11.4.1   Commercial General Liability Insurance of the
                           Occurrence Form with policy limits of not less than
                           Five Million Dollars ($5,000,000) combined single
                           limit each occurrence for Bodily Injury and Property
                           Damage combined, and Five Million Dollars
                           ($5,000,000) Personal and Advertising Injury Limit;
                           and

                  11.4.2   Errors & Omissions Liability / Professional Liability
                           Insurance with policy limits of not less than Five
                           Million Dollars ($5,000,000) each claim with a
                           deductible of not more than $25,000. Such insurance
                           will include coverage for infringement of proprietary
                           rights of any third party, including without
                           limitation copyright and trademark infringement as
                           related to GFOL's performance under this Agreement.
                           Throughout the term of the Agreement, the Errors &
                           Omissions Liability / Professional Liability
                           Insurance retroactive coverage date will be no later
                           than the Effective Date of this Agreement. Upon
                           expiration or termination of this Agreement, GFOL
                           will maintain an extended reporting period providing
                           that the claims first made and reported to the
                           insurance company within one (1) year after the end
                           of this Agreement will be deemed to have been made
                           during the policy period.

                  11.4.3   Promptly upon execution of the Agreement, GFOL will
                           provide to Microsoft proof evidencing full compliance
                           with the insurance requirements set forth herein.
                           GFOL will notify Microsoft in writing at least thirty
                           (30) days in advance if GFOL's insurance coverage is
                           to be canceled or materially altered so as to not
                           comply with the requirements of this section.

         11.5     DISCLAIMERS. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 11,
                  NEITHER PARTY MAKES ANY REPRESENTATION, WARRANTY OR CONDITION,
                  RELATING TO THEIR RESPECTIVE SITES, ANY MATERIALS, DATA OR
                  CONTENT IT PROVIDES IN CONNECTION HEREWITH, AND ITS PROVISION
                  OF ALL SERVICES HEREUNDER, AND HEREBY DISCLAIMS ANY AND ALL
                  SUCH REPRESENTATIONS, WARRANTIES AND CONDITIONS, EXPRESS OR
                  IMPLIED, WRITTEN OR ORAL, INCLUDING, WITHOUT LIMITATION,
                  WARRANTIES OF NON-INFRINGEMENT, AND THE


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                  IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
                  PARTICULAR PURPOSE, AND WHETHER OR NOT ARISING FROM A COURSE
                  OF DEALING.

         11.6     LIMITATIONS ON LIABILITY. EXCEPT FOR DAMAGES ARISING OUT OF OR
                  AS A RESULT OF (A) A BREACH OF THE NDA REFERENCED IN SECTION
                  13 OR (B) A PARTY'S INDEMNIFICATION OBLIGATION UNDER SECTION
                  12 SOLELY TO THE EXTENT ARISING FROM A THIRD PARTY CLAIM,
                  NEITHER PARTY WILL BE LIABLE HEREUNDER FOR ANY INDIRECT,
                  CONSEQUENTIAL OR INCIDENTIAL DAMAGES (INCLUDING DAMAGES FOR
                  LOST PROFITS, LOST OPPORTUNITIES) OR ANY PUNITIVE OR EXEMPLARY
                  DAMAGES, EVEN IF SUCH PARTY HAS BEEN MADE AWARE OF THE
                  POSSIBILITY OF SUCH DAMAGES (PROVIDED THAT THIS LIMITATION
                  WILL NOT LIMIT EITHER PARTY'S OBLIGATION TO INDEMNIFY THE
                  OTHER PARTY AS SET FORTH IN SECTION 12).

12.      INDEMNIFICATION.

         12.1     OBLIGATION TO INDEMNIFY. Provided that notice has been given
                  as set forth in Section 15, the parties agree to indemnify,
                  defend, and hold each other and their successors, officers,
                  directors and employees harmless from any and all actions,
                  causes of action, claims, demands, costs, liabilities,
                  expenses (including reasonable attorneys' fees) and damages to
                  the extent arising out of or in connection with any claim by a
                  third party which, if true, would be (i) a breach of this
                  Agreement, including without limitation, a breach of any
                  warranty set forth in this Agreement; or (ii) an infringement
                  of the copyright, patent, trademark, trade name, or other
                  intellectual property right of any person related to materials
                  of or provided by the indemnifying party. Provided that notice
                  has been given as set forth in Section 15, GFOL agrees to
                  indemnify, defend, and hold Microsoft and its successors,
                  officers, directors and employees harmless from any and all
                  actions, causes of action, claims, demands, costs,
                  liabilities, expenses (including reasonable attorneys' fees)
                  and damages arising out of or in connection with any claim by
                  an End User or Employer relating to the Co-Branded Survey
                  Site; provided that GFOL will have no obligation to indemnify
                  Microsoft from any and all actions, causes of action, claims,
                  demands, costs, liabilities, expenses (including reasonable
                  attorneys' fees) and damages which are based upon the actions
                  or omissions of Microsoft or the failure by Microsoft to
                  comply with its obligations under this Agreement.

         12.2     INDEMNIFICATION PROCESS. If any action will be brought against
                  either party (the "Claimant") in respect to which indemnity
                  may be sought from the other party (the "Indemnifying Party")
                  pursuant to the provisions of this Section 12, the Claimant
                  will promptly notify the Indemnifying Party in writing,
                  specifying the nature of the action and the total monetary
                  amount sought or other such relief as is sought therein. The
                  Claimant will cooperate with the Indemnifying Party at the
                  Indemnifying Party's expense in all reasonable respects in
                  connection with the defense of any such action. The
                  Indemnifying Party may, upon written notice to Claimant,
                  undertake to conduct all proceedings or negotiations in
                  connection therewith, assume the defense thereof, and if it so
                  undertakes, it will also undertake all other required steps or
                  proceedings to settle or defend any such action, including the
                  employment of counsel, and payment of all expenses. Claimant
                  will have the right to employ separate counsel and participate
                  in the defense; provided that the Indemnifying Party will
                  control the defense. In the event that the parties materially
                  disagree on any aspect of the defense, then the Claimant may
                  elect to pursue its own defense and the Indemnifying Party's
                  indemnification obligation will cease. The Indemnifying Party
                  will reimburse Claimant upon demand for any reasonable
                  payments made or loss suffered by it


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                  at any time after the date of tender, based upon the judgment
                  of any court of competent jurisdiction or pursuant to a bona
                  fide compromise or settlement, approved in writing by the
                  Indemnifying Party, of claims, demands, or actions, in respect
                  to any damages to which the foregoing relates.

13.      CONFIDENTIALITY AND MEDIA COMMUNICATIONS.

         13.1     Microsoft and GFOL agree that the terms of the Microsoft
                  Non-Disclosure Agreement ("NDA") executed by the parties and
                  dated July 2, 2001, will be deemed incorporated herein, and
                  further, that all terms and conditions of this Agreement will
                  be deemed Confidential Information as defined in such NDA.

         13.2     Neither party will issue any press release or make any public
                  announcement(s) relating in any way whatsoever to this
                  Agreement or the relationship established by this Agreement
                  without the express prior written consent of the other party,
                  which consent will not be unreasonably withheld.

         13.3     IF GFOL plans to file the Agreement with the Securities and
                  Exchange Commission or any other securities exchange or
                  market, regulatory authority or similar body, then GFOL must
                  provide Microsoft no less than three (3) business days before
                  the expected date of such filing, a copy of the Agreement and
                  any amendments to the Agreement marked to show the items on
                  which GFOL plans to seek confidential treatment.

14.      TERM AND TERMINATION.

         14.1     TERM. This Agreement will begin on the Effective Date and will
                  continue for a period of [****] from the Commercial Release
                  Date, unless earlier terminated as set forth in this Section
                  14 (the "Term"). At GFOL's option, the Term may be terminated
                  for convenience or otherwise by providing Microsoft notice of
                  its intention to terminate within ninety (90) days in advance
                  of the first anniversary of the Commercial Release Date. This
                  Agreement may be terminated for convenience or otherwise by
                  either party by providing the other with notice of its
                  intention to terminate within ninety (90) days in advance of
                  the second and third anniversary of the Commercial Release
                  Date

         14.2     TERMINATION. This Agreement may be terminated by either party
                  prior to its natural expiration if any of the following events
                  of default occurs:

                  14.2.1   The other party materially breaches this Agreement or
                           the SLA, or any provision hereof or thereof,
                           including failure to pay any amount(s) due hereunder;
                           or

                  14.2.2   The other party becomes insolvent or admits in
                           writing its inability to pay its debts as they
                           mature, or makes an assignment for the benefit of
                           creditors; or

                  14.2.3   A petition under any bankruptcy act, receivership
                           statute, or the like, as they now exist, or as they
                           may be amended, is filed by the other party; or if
                           such a petition is filed by any third party, or an
                           application for a receiver of the other party is made
                           by anyone and such petition or application is not
                           resolved favorably to such party within sixty (60)
                           days.

                  14.2.4   Microsoft fails to meet its Clicks Guarantee for any
                           quarter and does not cure such shortfall during the
                           sixty (60) day notice period required per Section
                           14.5.

         14.3     In addition, Microsoft may terminate this Agreement prior to
                  its natural expiration if GFOL fails to meet its Quarterly
                  Guarantee for any quarter and does not cure such shortfall
                  during the sixty (60) day notice period required per Section
                  14.5.

         14.4     In addition, GFOL may terminate this Agreement prior to its
                  natural expiration if any of the following occur:

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                  14.4.1   During the first six (6) months of the Term, GFOL
                           shall have the one-time option to terminate this
                           Agreement if the percentage of Clicks to Router Page
                           Visits and Router Page Visits to completed Surveys is
                           significantly below the level listed in Exhibit 4. A
                           Router Page Visit is defined as each instance when an
                           End User (i) clicks through to a Router Page; (ii)
                           completes the screening questions on the Router Page;
                           and (iii) clicks the "Take Me To A Survey" button on
                           the Router Page.

                  14.4.2   Pre-Sales Period. In addition, through January 30,
                           2002 GFOL shall use its best commercial efforts to
                           pre-sell the Market Research Survey Service. If,
                           despite these efforts, GFOL is unable to successfully
                           pre-sell the Market Research Survey Service, GFOL may
                           give notice of its intent to cancel this Agreement.
                           The pre-sales period will be deemed successful if on
                           or before its conclusion, GFOL has obtained binding
                           contracts for the sale of at least $[****] worth of
                           services to be rendered through the Co-Branded Survey
                           Site in the first year of its commercial availability

         14.5     Termination under Section 14.2.1, 14.2.4 and 14.3 above will
                  be effective sixty (60) days after written notice of
                  termination given by the non-defaulting party to the
                  defaulting party, if the defaulting party's defaults have not
                  been cured within such sixty (60) day period. Termination
                  under Sections 14.2.2, 14.2.3 and 14.4.2 will be effective
                  upon notice. Termination under Section 14.4.1 above will be
                  effective thirty (30) days from delivery of the written notice
                  of termination. The rights and remedies provided in Section 14
                  will not be exclusive and are in addition to any other rights
                  and remedies provided by law or this Agreement. In the event a
                  non-defaulting party in its discretion elects not to terminate
                  this Agreement under Section 14.1, such election will not be a
                  waiver of any and all claims of that party for such
                  default(s). Further, the non-defaulting party may elect to
                  leave this Agreement in full force and effect and to institute
                  legal action against the defaulting party for specific
                  performance and/or damages suffered by such party as a result
                  of the default(s).

         14.4     RIGHTS AND OBLIGATIONS UPON TERMINATION OR EXPIRATION.
                  Promptly upon termination or expiration of this Agreement GFOL
                  will immediately cease and desist from all use of the MSN
                  Template on the Co-Branded Survey Site.

         14.5     SURVIVAL. The following provisions will survive termination or
                  expiration of this Agreement: Sections 9 through 16.

15.      NOTICES.

         All notices and requests in connection with this Agreement will be
         deemed given as of the day they are received via messenger or delivery
         service, or in the United States mail, postage prepaid, certified or
         registered, return receipt requested, or via facsimile, and addressed
         as follows:

         If to GFOL                             If to Microsoft
         Jonathan Flatow, General Counsel       [****]
         21 River Road
         Wilton, CT 06897
         Tel. 203-834-5858
         Fax. 203-846-5749

         A party may change its address by giving the other party written notice
         in the manner set forth above.

                                       9
<PAGE>

16.      GENERAL.

         16.1     GOVERNING LAW/JURISDICTION. This Agreement shall be construed
                  and controlled by the laws of the State of Washington, and
                  GFOL further consents to jurisdiction by the state or federal
                  courts sitting in the State of Washington. Process may be
                  served on either party by U.S. Mail, postage prepaid,
                  certified or registered, return receipt requested, or by such
                  other method as is authorized by law.

         16.2     ATTORNEYS' FEES. If either party employs attorneys to enforce
                  any rights arising out of or relating to this Agreement, the
                  prevailing party will be entitled to recover its reasonable
                  attorneys' fees, costs and other expenses.

         16.3     ENTIRE AGREEMENT/WAIVER. This Agreement constitutes the entire
                  agreement between the parties with respect to the subject
                  matter hereof and supersedes all prior and contemporaneous
                  agreements or communications. This Agreement will not be
                  modified except by a written agreement dated subsequent to the
                  date of this Agreement and signed on behalf of GFOL and
                  Microsoft's by their respective duly authorized
                  representatives. No waiver of any breach of any provision of
                  this Agreement will constitute a waiver of any prior,
                  concurrent or subsequent breach of the same or any other
                  provisions hereof, and no waiver will be effective unless made
                  in writing and signed by an authorized representative of the
                  waiving party.

         16.4     ASSIGNMENT. The agreement between the parties will be binding
                  upon and inures to the benefit of each party's respective
                  successors and lawful permitted assigns, however neither party
                  may assign the agreement, or any rights or obligations under
                  it, whether by contract or by operation of law, except with
                  the express written consent of the other party, which consent
                  will not be unreasonably withheld.

         16.5     SEVERABILITY. In the event that any provision of this
                  Agreement conflicts with governing law or if any provision is
                  held to be null, void or otherwise ineffective or invalid by a
                  court of competent jurisdiction, (i) such provision will be
                  deemed to be restated to reflect as nearly as possible the
                  original intentions of the Parties in accordance with
                  applicable law, and (ii) the remaining terms, provisions,
                  covenants and restrictions of this Agreement will remain in
                  full force and effect.

         16.6     NO JOINT VENTURE. Neither this Agreement, nor any terms and
                  conditions contained herein, will be construed as creating a
                  partnership, joint venture, agency relationship or as granting
                  a franchise.

         16.7     SECTION HEADINGS. The section headings used in this Agreement
                  are intended for convenience only and will not be deemed to
                  affect in any manner the meaning or intent of this Agreement
                  or any provision hereof.

                                       10
<PAGE>

IN WITNESS WHEREOF, the parties have executed and delivered this Test Period
Agreement as of the date written next to their name.

MICROSOFT CORPORATION                         GREENFIELD ONLINE, INC.
("MICROSOFT")                                 ("GFOL")



By________________________________            By________________________________

Name _____________________________            Name _____________________________

Title ____________________________            Title ____________________________

Date _____________________________            Date _____________________________




                                       11
<PAGE>
EXHIBIT 3

                                GUARANTEED CLICKS

<TABLE>
<CAPTION>
                              Q1             Q2                    Q3                     Q4              ALL FUTURE QUARTERS
                              --             --                    --                     --              -------------------
<S>                        <C>            <C>            <C>                      <C>                     <C>
GFOL GUARANTEED            $[****]        $[****]        $[****]                  $[****]                 $[****]
QUARTERLY PAYMENT
PER CLICK FEE              $[****]        $[****]        TBD                      TBD                     TBD
MSN CLICKS GUARANTEE        [****]         [****]        TBD (GFOL GUARANTEED     TBD(GFOL GUARANTEED     TBD(GFOL GUARANTEED
                                                         QUARTERLY PAYMENTS /     QUARTERLY PAYMENTS /    QUARTERLY PAYMENTS /
                                                         PER CLICK FEE), BUT NO   PER CLICK FEE), BUT     PER CLICK FEE), BUT NO
                                                         MORE THAN [****]         NO MORE THAN [****]     MORE THAN [****]
</TABLE>
<PAGE>
                                    EXHIBIT 4

   Ratio of Clicks to Router Pages Visits and Router Page Visit to completed
                                    Surveys

 Ratio of Clicks to Router Page Visit equals [****] Clicks for each Router Page
                                     Visit

  Ratio of Clicks to completed Surveys equals [****] Clicks for each completed
                                     Survey
<PAGE>
                                 AMENDMENT NO. 1

This AMENDMENT NUMBER 1 ("Amendment No. 1") to the Commercial Agreement (the
"Agreement") is made by and between GREENFIELD ONLINE, INC. ("GFOL") and
MICROSOFT CORPORATION ("Microsoft").

Microsoft and GFOL hereby agree to modify the Agreement as follows:

1.    Section 2.10 is hereby added as follows:

      2.10  With regard to all contests and/or sweepstakes held by GFOL on the
            Co-Branded Survey Site (collectively the "Sweepstakes"), GFOL will:

            a.    Coordinate and administer submission of all Sweepstakes;;

            b.    Draft the Sweepstakes rules ("Official Rules") and submit the
                  Official Rules to Microsoft for review and approval at least
                  thirty (30) days prior to launch of the Sweepstakes;

            c.    Assure state registration of the Sweepstakes, if required;

            d.    Evaluate and technically validate entries to the Sweepstakes;

            e.    Select Sweepstakes winner and verify Sweepstakes winners and
                  their eligibility to win prizes;

            f.    Notify Sweepstakes winners and obtain affidavits of
                  eligibility and publicity releases in a form approved by
                  Microsoft;

            g.    Insure accuracy of all representations made in connection with
                  the Sweepstakes;

            h.    Assure compliance with the Microsoft-approved rules and all
                  applicable federal, state or local laws and regulations;

            i.    Report the names and addresses of all Sweepstakes winners and
                  dates the prizes awarded by Microsoft were delivered to all
                  applicable government authorities as required by law,
                  including, without limitation, the federal Internal Revenue
                  Service and all applicable state and local taxing authorities;
                  and

            j.    File all tax forms (e.g., IRS Form 1099) for Sweepstakes prize
                  winners as required by law.

2     Section 11.3 is hereby modified as follows (amendments in italics):

      11.3  GFOL further represents and warrants that:

            11.3.1 All materials delivered by GFOL to Microsoft for use on MSN,
                  including without limitation GFOL Marks, do not infringe the
                  copyrights, trademarks, service marks or any other personal or
                  proprietary right of any third party;

            11.3.2 The Co-Branded Survey Site and all services, content and
                  actions occurring on the Co-Branded Survey Site, including
                  without limitation the Surveys, Router Pages and Sweepstakes
                  (other than materials provided by Microsoft), are, and all
                  times will be, in compliance with all applicable laws;

            11.3.3 The Co-Branded Survey Site and all services, content and/or
                  material contained therein, including without limitation the
                  Surveys, Router Pages and Sweepstakes (other than materials
                  provided by Microsoft) are, and at all times will be, of the
                  same quality and nature;

            11.3.4 All Sweepstakes will be conducted in compliance with the
                  Microsoft-approved Official Rules and all applicable federal,
                  state or local laws;

            11.3.5 To the best of GFOL's knowledge, those portions of any
                  content, service and/or material created by GFOL do not
                  contain any information, instruction or formula that when
                  viewed, followed or used in accordance
<PAGE>
                  with their terms by a reasonably prudent person, and subject
                  to any caveats, disclaimers or warnings provided, would place
                  an individual, in a substantial degree of risk of bodily harm;
                  and

            11.3.6 GFOL will not use the MSN Template except as provided in this
                  Agreement.

Except as specifically modified herein or in prior amendments, all other terms
and conditions of the Agreement shall remain in full force and effect.

WHEREBY the parties enter into this Amendment as of the later of the two
signatures dates below ("the Effective Date of this Amendment Number 1").


            MICROSOFT CORPORATION                    GREENFIELD ONLINE, INC.

By (Signature)
              ------------------------          --------------------------------

Name:
     ---------------------------------          --------------------------------
(Print Clearly)

Title:
       -------------------------------          --------------------------------

Date:
      --------------------------------          --------------------------------
<PAGE>
                                 AMENDMENT NO. 2
                           TO THE COMMERCIAL AGREEMENT

This AMENDMENT NUMBER NO. 2 ("Amendment No. 2") to the Commercial Agreement (the
"Agreement") is made by and between GREENFIELD ONLINE, INC. ("GFOL") and
MICROSOFT CORPORATION ("Microsoft").

WHEREAS, the parties entered into a Commercial Agreement on November 28, 2001,
regarding an online Market Research Survey Service to be developed marketed and
serviced by GFOL and distributed by Microsoft over the Microsoft Network.

WHEREAS, the parties desire to enter into this Addendum to provide for the
development, marketing and sale of an "Entertainment Panel" comprised of
individuals recruited on the Microsoft Network. Terms not otherwise defined
herein will have the meaning ascribed to them in the Commercial Agreement.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained
herein, the parties agree as follows:

1.    The following definitions will be added to Section 1:

      "ACTIVE ENTERTAINMENT PANEL MEMBER" means a Valid Entertainment Panel
      Member who has taken at least one Entertainment Related Survey within the
      past thirty (30) day period.

      "ENTERTAINMENT PANEL" means the collection of individuals who have
      signed-up and opted-in to receive invitations from GFOL to take
      entertainment-related online surveys.

      "ENTERTAINMENT PANEL GROSS REVENUE" means gross revenue earned by GFOL for
      Entertainment Panel Members completing Entertainment Related Surveys.

      "ENTERTAINMENT PANEL MEMBER" means an individual who has signed-up to
      become a member of the Entertainment Panel.

      "ENTERTAINMENT PANEL SIGN-UP PAGE" means the GFOL web page where
      individuals may sign-up to become a member of the Entertainment Panel.

      "ENTERTAINMENT RELATED SURVEYS" mean surveys related specifically to the
      following:

      i.    trailers, storyboards, concepts, sound tracks, advertising and
            promotional materials related to motion pictures;

      ii.   pilots, trailers, storyboards, concepts, advertising and promotional
            materials for television programs;


                                       1
<PAGE>
      iii.  television commercials, storyboards and concepts therefore;

      iv.   music videos, storyboards and concepts therefore;

      v.    the recording industry, including musical recordings, artwork,
            advertising and promotional materials;

      vi.   video games, including graphics, story lines, concepts, artwork,
            advertising and promotional materials; and,

      "INITIAL RECRUITMENT PERIOD" means the period of time commencing when
      Microsoft first published links to the Entertainment Panel Sign-up Page on
      MSN and ending when the number of Valid Entertainment Panel Members
      reaches [****].

"QUALIFYING SURVEY" means a survey taken by an Entertainment Panel Member which
GFOL receives payment for from a third party.

      "QUALIFYING SURVEY FEE"MEANS the $[****] fee paid by GFOL to Microsoft in
      connection with each Qualifying Survey taken by an Entertainment Panel
      Member.

      "RECRUITING FEE"means the $[****] fee paid by GFOL to Microsoft for each
      Entertainment Panel Member recruited by Microsoft via links displayed
      within MSN.

      "VALID ENTERTAINMENT PANEL MEMBER" means an Entertainment Panel Member
      that (i) has completed GFOL's double opt-in process for joining the
      Entertainment Panel; (ii) has not removed themselves from the
      Entertainment Panel; and (iii) whose email address on record with GFOL is
      valid.

2.    Section 2.11 is hereby added as follows:

      2.11  The Entertainment Panel. GFOL will:

            a.    Develop, host and maintain the Entertainment Panel Sign-up
                  Page on its servers and be solely responsible for all customer
                  support. The form and content of the Entertainment Panel
                  Sign-up Page will be materially similar to the mock-up
                  attached as Exhibit 5;

            b.    Be solely responsible for (i) all aspects involved in signing
                  up Entertainment Panel Members via the Entertainment Panel
                  Sign-up Page and (ii) any incentive or other payment to
                  Entertainment Panel Members;

            c.    As soon as reasonably practical after the redesign of GFOL's
                  database on the .Net platform (anticipated to be in August,
                  2002), adopt and utilize Microsoft Passport for all


                                       2
<PAGE>
                  Entertainment Panel Member authentication and sign-in
                  functionalities and will include Microsoft Passport in the
                  initial Entertainment Panel screening process;

            d.    Offer all media on the Entertainment Panel Sign-up Page in
                  Microsoft's WindowsMedia technology;

            e.    May only use the Entertainment Panel for the sole purpose of
                  requesting Entertainment Panel Members to fill out
                  Entertainment Related Surveys;

            f.    Segregate the Entertainment Panel from its other online panels
                  and shall not integrate or utilize the Entertainment Panel
                  Members for its other online panels (provided that this
                  restriction will not apply to those Entertainment Panel
                  Members who are or become a member of GFOL's other panels, it
                  being agreed that GFOL will not specifically target
                  Entertainment Panel Members to sign up for GFOL's other
                  panels); and

            g.    During the Initial Recruitment Period, provide Microsoft with
                  weekly reports concerning (i) the number of new Entertainment
                  Panel Members joining the Entertainment Panel during the
                  reporting period; (ii) the cumulative number of Entertainment
                  Panel Members, (iii) the total and average number of Valid
                  Entertainment Panel Members; (iv) the total number of Active
                  Entertainment Panel Members; and (v) the number of
                  Entertainment Related Qualifying Surveys completed by
                  Entertainment Panel Members during the reporting period. After
                  the Initial Recruitment Period, GFOL will provide Microsoft
                  with monthly reports, as detailed above, due within ten (10)
                  days after the end of each calendar month.

            h.    Obtain Microsoft's prior approval with respect to any
                  newsletters GOFL sends to Entertainment Panel Members.

3.    Section 3.6 is hereby added as follows:

      3.6   The Entertainment Panel. Microsoft will:

            a.    Promote the Entertainment Panel via links within MSN. The
                  creation, content, size and placement of all links shall be
                  within Microsoft's sole discretion, provided however that the
                  links shall link MSN end users directly to the Entertainment
                  Panel Sign-up Page, The parties agree that the goal of
                  displaying these links within MSN is to attract [****]
                  individuals appropriate for membership in the Entertainment
                  Panel. Microsoft shall be responsible for all costs associated
                  with displaying these links within MSN; and

            b.    Work with GFOL to modify Microsoft's placement of links within
                  MSN to the Entertainment Panel Sign-up Page if the


                                       3
<PAGE>
                  number of Valid Entertainment Panel Members falls below an
                  average of [****] in any given month after the Initial
                  Recruitment Period, or the number of Active Entertainment
                  Panel Members falls below [****] in any given month after the
                  Initial Recruitment Period.

            c.    At it's option, host an intermediate page (i.e. end users of
                  MSN who click on links to the Entertainment Panel within MSN
                  will first link to a page within MSN; all subsequent links on
                  this intermediate page will link to the Entertainment Panel
                  Sign-up Page).

4.    Section 9.6 is hereby added as follows:

      9.6   ENTERTAINMENT PANEL PAYMENTS. GFOL shall pay Microsoft a $[****]
            Recruiting Fee per new Entertainment Panel Member recruited via
            links displayed within MSN. Additionally, GFOL will pay Microsoft a
            $[****] Qualifying Survey Fee for each Entertainment Related,
            Qualifying Survey completed by an Entertainment Panel Member. Any
            Entertainment Panel payments made by GFOL to Microsoft under this
            Section 9.6 will not be credited toward the Guaranteed Minimum
            Payments detailed in Section 9.3 or the Cap on Quarterly Payments
            outlined in Section 9.4.1 of the Agreement. At the end of each
            three-month period during the Term of Addendum No. 2, GFOL will
            receive a credit against all Qualifying Survey Fees due to Microsoft
            equal to the amount of Recruiting Fees due to Microsoft for the same
            three-month period. If the Recruiting Fees due to Microsoft in any
            three month period are in excess of the Qualifying Survey Fees due
            to Microsoft for a three month period, that excess amount will be
            carried forward into succeeding three month periods as a credit
            against Qualifying Survey Fees.

5.    Section 14.1 is hereby modified as follows (amendments in italics):

14.1  TERM. This Agreement will begin on the Effective Date and will continue
      for a period of [****] from the Commercial Release Date, unless earlier
      terminated as set forth in this Section 14 (the "Term"). At GFOL's option,
      the Term may be terminated for convenience or otherwise by providing
      Microsoft notice of its intention to terminate within ninety (90) days in
      advance of the first anniversary of the Commercial Release Date. This
      Agreement may be terminated for convenience or otherwise by either party
      by providing the other with notice of its intention to terminate within
      ninety (90) days in advance of the second and third anniversary of the
      Commercial Release Date. This Amendment No. 2 may be terminated by
      Microsoft at any time, without cause, upon ninety (90) days prior


                                       4
<PAGE>
      written notice to GFOL, and such termination will apply to this Amendment
      No. 2 only. Upon such termination of Amendment No. 2, the Agreement will
      remain in effect until the expiration of the Term, unless earlier
      terminated as set forth in Section 14 of the Agreement.

6.    Section 14.4 is hereby modified as follows (amendments in italics):

14.4  RIGHTS AND OBLIGATIONS UPON TERMINATION OR EXPIRATION. Promptly upon
      termination or expiration of this Agreement GFOL will immediately cease
      and desist from all use of the MSN Template on the Co-Branded Survey Site
      and will delete all personally identifiable information regarding
      Entertainment Panel Members from its database and cease using the
      Entertainment Panel.

7.    A new Exhibit 5 is hereby added (see attached Exhibit 5).

Except as specifically modified herein or in prior amendments, all other terms
and conditions of the Agreement shall remain in full force and effect.

WHEREBY the parties enter into this Amendment as of the later of the two
signatures dates below ("the Effective Date of this Amendment Number 2").

MICROSOFT CORPORATION                     GREENFIELD ONLINE, INC.
("MICROSOFT")                             ("GFOL")



By                                        By
   -----------------------------------      ------------------------------------

Name                                      Name
    ----------------------------------        ----------------------------------

Title                                     Title
     ---------------------------------         ---------------------------------

Date                                      Date
     ---------------------------------         ---------------------------------


                                       5
<PAGE>
                                 AMENDMENT NO. 3
                           TO THE COMMERCIAL AGREEMENT

This AMENDMENT NUMBER NO. 3 ("Amendment No. 3") to the Commercial Agreement is
entered into by GREENFIELD ONLINE, INC. ("GFOL") and MICROSOFT CORPORATION
("Microsoft").

The parties entered into a Commercial Agreement on November 28, 2001, regarding
an online Market Research Survey Service to be developed marketed and serviced
by GFOL and distributed by Microsoft over the Microsoft Network.

The parties agree as follows:

1.    The following definition in Section 1 of the Agreement is hereby modified
      as follows (amendments in italics):

      "SURVEY(S)" means the market research survey(s) created by GFOL, or
      created by third parties as permitted by GFOL, and marketed and made
      available by GFOL on the Co-Branded Survey Site. GFOL will ensure that all
      Surveys created by third parties that GFOL markets and makes available on
      the Co-Branded Survey Site will be of comparable or higher quality than
      the Surveys created by GFOL.

2.    Termination of Amendment No. 3. The rights, obligations and duties imposed
      on the parties by Amendment No. 3 may be terminated by Microsoft at any
      time: (i) upon fifteen (15) days written notice to GFOL if GFOL breaches
      this Amendment No. 3 and fails to cure such breach within the fifteen day
      notice period; or (ii) without cause, upon thirty (30) days prior written
      notice to GFOL. Termination under this Section will apply to this
      Amendment No. 3 only and upon such termination, the Agreement will remain
      in full force and effect until the expiration of the Term, unless earlier
      terminated as set forth in Section 14 of the Agreement. Upon notice of
      termination under this Section, GFOL will use best efforts to remove all
      third party provided Surveys from the So-Branded Survey Site, provided
      however that GFOL will be allowed to continue posting Surveys created by
      third parties to the Co-Branded Survey Site for up to sixty (60) days
      beyond the effective date of termination in order to meet contractual
      commitments entered into by GFOL prior to receipt of a termination notice.

Except as specifically modified herein or in prior amendments, all other terms
and conditions of the Agreement will remain in full force and effect.


                                       1
<PAGE>
WHEREBY the parties enter into this Amendment as of the later of the two
signatures dates below ("Effective Date of Amendment No. 3").

MICROSOFT CORPORATION                     GREENFIELD ONLINE, INC.
("MICROSOFT")                             ("GFOL")

By                                        By
   -----------------------------------      ------------------------------------

Name                                      Name Dean Wiltse
    ----------------------------------        ----------------------------------

Title                                     Title President and CEO
     ---------------------------------         ---------------------------------

Date                                      Date
    ----------------------------------        ----------------------------------


                                       2
<PAGE>
                                 AMENDMENT NO. 4
                           TO THE COMMERCIAL AGREEMENT

This AMENDMENT NUMBER NO. 4 ("Amendment No. 4") to the Commercial Agreement is
entered into by GREENFIELD ONLINE, INC. ("GFOL") and MICROSOFT CORPORATION
("Microsoft") and is effective as of October 1, 2002 ("Amendment No. 4 Effective
Date").

WHEREAS: The parties entered into a Commercial Agreement on November 28, 2001,
regarding an online market research survey service to be developed, marketed and
maintained by GFOL and distributed by Microsoft over the Microsoft Network.

WHEREAS: The parties desire to modify the Commercial Agreement to allow GFOL to
recruit General Panel Members to participate in online marketing research
Surveys of a commercially reasonable nature via any source, including the
Microsoft Network.

The parties agree as follows:

1.    The following definitions in Section 1 of the Agreement are hereby added
      or modified as follows:

      "ACTIVE GENERAL PANEL MEMBER" means a Valid General Panel Member who has
      taken at least one (1) Survey within the past thirty (30) day period.

      "GENERAL PANEL" means the group of individuals recruited by GFOL via any
      source, including MSN, who have opted-in to take online marketing research
      Surveys of a commercially reasonable nature. General Panel Members
      recruited via MSN must be at least eighteen (18) years of age. Surveys
      presented to General Panel Members recruited via MSN will not contain any
      question or material that is profane, obscene, hateful, illegal or
      discriminatory.

      "GENERAL PANEL SIGN UP PAGE" means the web page within the Co-Branded
      Survey Site used to recruit General Panel Members.

      "INITIAL RECRUITMENT PERIOD" means in connection with the Entertainment
      Panel the period of time commencing when Microsoft first published Links
      to the Entertainment Panel Sign-up Page on MSN and ending when the number
      of Valid Entertainment Panel Members reaches [****], and in connection
      with the General Panel, the period of time commencing when Microsoft first
      published Links on MSN to the Co-Branded Survey Site, acting as a
      recruiting vehicle for the General Panel, and ending when the


                                        1
<PAGE>
      number of Valid General Panel Members reaches [****], but in no event
      beyond March 31, 2003.

      "MSN DOLLARS PROGRAM" means the incentive mechanism used to recruit and
      compensate General Panel Members recruited via MSN.

      "QUALIFYING SURVEY" means (i) in connection with the Entertainment Panel,
      a Survey taken by an Entertainment Panel Member and which GFOL receives
      payment from a third party, and (ii) in connection with the General Panel,
      a Survey taken by a General Panel Member recruited via MSN and which GFOL
      receives payment from a third party.

      "QUALIFYING SURVEY FEE" means (i) in connection with the Entertainment
      Panel the [****] fee paid by GFOL to Microsoft in connection with each
      Qualifying Survey taken by an Entertainment Panel Member, and (ii) in
      connection with the General Panel the [****] fee paid by GFOL in
      connection with each Qualifying Survey taken by a General Panel Member
      recruited via MSN.

      "RECRUITING FEE" means the [****] fee paid by GFOL to Microsoft for each
      Entertainment Panel Member and each General Panel Member recruited by
      Microsoft via Links displayed within MSN.

      "VALID GENERAL PANEL MEMBER" means a General Panel Member that (i) has
      completed GFOL's double opt-in process for joining the General Panel; (ii)
      has not removed themselves from the General Panel; (iii) whose email
      address on record with GFOL is valid, and (iv) has not previously
      registered to become a member of any other GFOL panel, including the
      Entertainment Panel, within the past twelve months.

      "PANEL MEMBER(S)" means those individuals recruited by GFOL via the
      Co-Branded Survey Site or other means via MSN, who opt-in to be members of
      a marketing research panel, owned and operated by GFOL and receive
      invitations from GFOL to take Surveys.

      "PORTAL" means any general interest subject web site available to the
      public on the Internet through direct or password protected access, either
      free or subscription based, that aggregates content and services such as
      search functionality and Links to other web sites for purposes of
      advertising or transactional revenue, including but not limited to, web
      sites such as AOL, Yahoo, Terra Lycos, Excite, iWon or Google.


                                       2
<PAGE>
      "ROUTER PAGE(S)" means those Co-Branded Survey Site page(s) that host a
      questionnaire which qualifies an End User as a potential Survey
      participant or, at GFOL's option, recruits an End User into the General
      Panel.

3.    Termination of Amendment No. 4. The rights, obligations and duties imposed
      on the parties by Amendment No. 4 may be terminated only in accordance
      with the terms of Section 14.

4.    Section 2.11 is hereby added as follows:

2.11 With regard to the General Panel Recruiting, GFOL will:

            2.11.1 Develop, host and maintain the General Panel Sign-up Page as
                  part of the Co-Branded Survey Site on its servers and be
                  solely responsible for all customer support. The form and
                  content of the General Panel Sign-up Page will be materially
                  similar to the mock-up set forth on Exhibit 5.

            2.11.2 Be solely responsible for (i) all aspects involved in
                  recruiting General Panel Members and (ii) payment of any
                  incentive or other payment to General Panel Members.

            2.11.3 Permanently identify all General Panel Members recruited via
                  the Co-Branded Survey Site as having been recruited via MSN.

            2.11.4 During the Initial Recruitment Period for the General Panel,
                  provide Microsoft with weekly reports containing (i) the
                  number of new General Panel Members recruited via MSN and
                  joining the General Panel during the reporting period; (ii)
                  the cumulative number of General Panel Members recruited via
                  MSN, (iii) the total and average number of Valid General Panel
                  Members recruited via MSN; (iv) the total number of Active
                  General Panel Members recruited via MSN; and (v) the number of
                  Qualifying Surveys completed by General Panel Members and
                  Entertainment Panel Members recruited via MSN during the
                  reporting period. After the Initial Recruitment Period, GFOL
                  will provide Microsoft with monthly reports, as detailed
                  above, due within ten (10) days after the end of each calendar
                  month.

            2.11.5 Track the number of times General Panel Members recruited via
                  MSN are emailed invitations to take Surveys, track the number
                  of Surveys initiated by General Panel Members


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                  recruited via MSN and track the number of Qualified Surveys
                  completed by General Panel Members recruited via MSN.

            2.11.6 MSN Dollars. Implement the MSN Dollars Program upon
                  commercially reasonable terms to be agreed upon between the
                  parties.

            2.11.7 Once a quarter during the Term provide Microsoft with
                  completed Surveys via the General Panel for one (1) marketing
                  research study authored by MSN of no more than five hundred
                  (500) participants, with an incidence of greater than sixty
                  percent (60%) and of no more than five hundred (500)
                  participants that is no longer than fifteen (15) minutes. GFOL
                  will not be obligated to pay any Qualifying Survey Fees for
                  the Surveys provided to Microsoft pursuant to this Section
                  2.11.7.

            2.11.8 Provide custom marketing research firms that perform
                  marketing research for Microsoft a discount of ten percent
                  (10%) off GFOL's standard rate card price for accessing the
                  General Panel. This discount may not be taken in addition to
                  any other discount provided to any custom marketing research
                  firm performing services for Microsoft.

5.    Section 3.6 and 3.7 are added as follows

      3.6   With regard to the General Panel Recruiting, Microsoft will:

            3.6.1 During Q-4 of 2002, promote the opportunity to join the
            General Panel via Links within MSN or other media agreed to by the
            parties. The creation, content, size and placement of all Links
            shall be within Microsoft's sole discretion, provided however that
            the Links shall Link MSN End Users directly to the Router Page(s).
            The parties agree that the goal of displaying these Links within MSN
            is to attract [****] individuals appropriate for membership in the
            General Panel to join the General Panel. Microsoft shall be
            responsible for all costs associated with displaying these Links
            within MSN. GFOL will only be required to pay a Recruiting Fee for
            [****] of the Q-4 recruiting goal, and will notify MSN promptly upon
            receiving [****] General Panel Members, so that MSN may suspend its
            recruiting efforts for that quarter. Guarantee Quarterly Payments
            are suspended for Q4 2003.

            3.6.2 In 2003 and in each subsequent year of the Term, promote the
            opportunity to join the General Panel via Links within MSN or other
            media agreed to by the parties. The creation, content, size and
            placement of all Links shall be within Microsoft's sole discretion,


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            provided however that the Links shall Link MSN End Users directly to
            the Co-Branded Survey Site. Microsoft shall be responsible for all
            costs associated with displaying these Links within MSN. GFOL will
            only be required to pay a Recruiting Fee for [****] of the quarterly
            recruiting goal, and will notify MSN promptly upon receiving an
            incremental [****] General Panel Members, so that MSN may suspend
            its recruiting efforts for that quarter.

            3.7 Microsoft will pay all incentives and data processing costs
associated with the marketing research study pursuant to Section 2.11.

6.    Section 4 Ownership will be amended as follows:

      4.    Ownership. GFOL will own all design, technology, code, and other
            materials provided by GFOL in connection with the Research Surveys
            and the Co-Branded Survey Site. Subject to its obligation to pay MSN
            Qualifying Survey Fees, GFOL will own the General Panel and the
            Entertainment Panel. Microsoft will own all design, technology,
            code, and other materials provided by Microsoft in connection with
            the Research Survey and the Co-Branded Survey Site.

6.    Section 6 Clicks Forecast will be amended as follows:

      6.    Clicks Forecast Commencing on December 1, 2002, and every four (4)
            weeks thereafter, GFOL will provide Microsoft with a forecast of the
            maximum number of Panel Members or Clicks, as the case may be, that
            it will require during the succeeding four (4) week period ("Panel
            Forecast" or "Click Forecast", and together "Forecasts"). These
            Forecasts will include the number of Clicks or General Panel
            Members, estimated number of Clicks, and general demographic
            information about the desired Survey participants or General Panel
            Members, as the case may be.

7.    Section 8 Exclusivity shall be deleted in its entirety and replaced with
      the following:

      8.    Exclusivity. During the Term, Microsoft will be the exclusive Portal
            promoting and distributing GFOL's online surveys. GFOL will not
            enter into any agreement with any other company for distribution or
            promotion of GFOL's online surveys via any other Portal. GFOL's
            exclusivity obligations will expire if Microsoft fails to meet its
            performance guarantee as provided for in Section 9.3.2 and 9.3.3
            below. Additionally, during the Term, GFOL will be Microsoft's
            exclusive third


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<PAGE>
            party online survey partner for recruiting Survey participants via
            integrated content, and Microsoft's exclusive third party online
            survey partner for recruiting members into an online marketing
            research panel via integrated content. Microsoft's exclusivity
            obligations shall expire if GFOL fails to pay any Guaranteed
            Quarterly Payment as provided for in Section 9.3. Notwithstanding
            the above, Microsoft may conduct its own online surveys or online
            surveys on behalf of Key Customers either directly or through third
            parties, provided that such online surveys, or recruitment for such
            online surveys, are not displayed on MSN pages containing GFOL's
            integrated content placements. In addition, Microsoft may sell
            banner advertisements to companies for the purpose of recruiting
            survey participants for online surveys other than GFOL's Surveys,
            provided that (i) Microsoft does not appoint a producer to manage
            the placement and content of such ads, and (ii) the ads will not be
            displayed on pages displaying GFOL's integrated content placements
            (if such blocking is not technically and economically feasible as of
            the commercial availability of the ad placement, it will be
            implemented as soon as technically and economically feasible).

8.    Section 9.2 Clicks Payment shall be deleted in its entirety.

9.    Section 9.3 Guaranteed Quarterly Payments shall be deleted in its entirety
      and replaced with the following:

      9.3   Guaranteed Quarterly Payments. Commencing on January 1, 2003, GFOL
            will guarantee Microsoft the following minimum quarterly payments,
            payable within 30 days of the end of each quarter, provided that
            Microsoft meets its performance guarantees as set forth below:

            9.3.1 [****], which may be comprised of any ratio of Panel
                  Recruiting Fees, Survey Fees or Click Fees at the rate of
                  [****] per Click. Subject to the provisions of Section 9.3.2
                  below, if the Guaranteed Quarterly Payment in any quarter is
                  in excess of Recruiting Fees, Survey Fees or Click Fees earned
                  by Microsoft in that quarter, the amount overpaid will be a
                  credit against fees due in subsequent quarters in excess of
                  the Guaranteed Quarterly Payment.

            9.3.2 In the event that in any two (2) consecutive quarters,
                  Microsoft fails to deliver a minimum of [****] General Panel
                  Members per quarter, GFOL will be relieved of the obligation
                  to make Guaranteed Quarterly Payments in future quarters until
                  the amount paid by GFOL in the prior quarters in excess of
                  amounts due


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<PAGE>
                  Microsoft for Recruiting Fees, Survey Fees and Click Fees for
                  such quarters, has been fulfilled by applying such overpayment
                  to amounts due for any fees due in such future quarters. For
                  example, if in the first two (2) quarters of 2003, MSN
                  recruits only [****] General Panel Members per quarter, and
                  GFOL does not owe Microsoft any other fees for such quarters,
                  GFOL would have a credit against all future fees in the amount
                  of [****] calculated as follows [two Guaranteed Quarterly
                  Payments equaling $[****] less total Recruiting Fees of
                  $[****] ([****] panelists x $[****] per panelist)], to be
                  applied toward any and all fees due for future quarters. GFOL
                  would also be relieved of the obligation to make Guaranteed
                  Quarterly Payments for future quarters until all of the [****]
                  credit had been applied to such fees. For purpose of
                  clarification, GFOL will pay Microsoft for any fees associated
                  with any ratio of Panel Recruiting Fees, Survey Fees or Click
                  Fees that exceed the then-current credit.

            9.3.3 In the event that Microsoft fails to recruit a total of [****]
                  or more General Panel Members in any two (2) consecutive
                  quarters, in addition to the right to the credits set forth in
                  Section 9.3.1 and 9.3.2, GFOL will be relieved of its
                  obligation to make Guaranteed Quarterly Payments for the
                  remainder of the Term. For purpose of clarification, GFOL will
                  pay Microsoft for any fees associated with any ratio of Panel
                  Recruiting Fees, Survey Fees or Click Fees earned in all
                  subsequent quarters.

            9.3.4 Within thirty (30) days of the end of the Term, Microsoft
                  shall refund any overpayment unused by GFOL if accrued
                  Guaranteed Quarterly Payments balance is in excess of $[****]
                  otherwise that excess amount will be carried forward into
                  succeeding quarters as a credit against Qualifying Survey
                  Fees.

9.    Section 9.7 is added as follows:

      9.7   General Panel Payments for Q-4 2002 Recruiting

            9.7.1 GFOL shall pay Microsoft a [****] Recruiting Fee for each new
            General Panel Member recruited via Links displayed within MSN, or
            other media agreed to by the


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<PAGE>
            parties, for up to [****] General Panel Members recruited during the
            Q-4 of 2002. Additionally, GFOL will pay Microsoft a [****]
            Qualifying Survey Fee for each Qualifying Survey completed by a
            General Panel Member. On January 1, 2003, GFOL will receive a credit
            against all Qualifying Survey Fees due to Microsoft, equal to the
            amount of Recruiting Fees due to Microsoft for Q-4 of 2002. If the
            Recruiting Fees due to Microsoft in Q-4 of 2002 are in excess of the
            Qualifying Survey Fees due to Microsoft for that period, that excess
            amount will be carried forward into succeeding quarters as a credit
            against Qualifying Survey Fees.

      9.7.2 In 2003 and each subsequent year of the Term, in addition to the
            Guaranteed Quarterly Payments provided for in Section 9.3, GFOL
            shall pay Microsoft a [****] Qualifying Survey Fee for each
            Qualifying Survey completed by a General Panel Member recruited via
            the Co-Branded Survey Site in 2003 and each subsequent year of the
            Term. All payments made by GFOL to Microsoft under this Section 9.7
            will be credited toward the Guaranteed Quarterly Payments detailed
            in Section 9.3 or the cap on Quarterly Payments outlined in Section
            9.4 of the Agreement. At the end of Q-1 of 2003 and at the end of
            each subsequent quarter, GFOL will receive a credit against all
            Qualifying Survey Fees due for that quarter equal to the Recruiting
            Fees due for such quarter. If the Recruiting Fees due to Microsoft
            in any such quarter are in excess of the Qualifying Survey Fees due
            to Microsoft for that period, that excess amount will be carried
            forward into succeeding quarters as a credit against Qualifying
            Survey Fees.

10.   Section 14.1 Term is deleted in its entirety and replaced with the
      following:


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<PAGE>
      14.1  Term. This Agreement, and all Amendments hereto will begin on their
            Effective Dates (each as defined in such Agreement or Amendment) and
            will continue for a period of [****] from February 8, 2002 (the
            Commercial Release Date), unless earlier terminated as set forth in
            this Section 14 (the "Term"). This Agreement may be terminated for
            convenience or otherwise by either party by providing the other with
            written notice of its intention to terminate within ninety (90) days
            in advance of the third and fourth anniversary of the Commercial
            Release Date.

11.   Section 14.4 Rights and Obligations upon Termination or Expiration (which
      was incorrectly numbered in the original Agreement) is deleted in its
      entirety and replaced the following Section 14.6:

      14.6  Rights and Obligations upon Termination or Expiration. Promptly upon
            termination or expiration of this Agreement GFOL will immediately
            cease and desist from all use of the MSN Template on the Co-Branded
            Survey Site. GFOL will retain all personally identifiable
            information regarding Entertainment Panel Members and General Panel
            Members recruited via MSN after termination or expiration, and shall
            continue to pay MSN Qualifying Survey Fees until such time as GFOL
            ceases to conduct surveys using the General and Entertainment Panel
            members recruited via MSN.

Except as specifically modified herein or in prior Amendments, all other terms
and conditions of the Agreement will remain in full force and effect.

WHEREBY the parties enter into this Amendment No. 4 as of the Amendment No. 4
Effective Date.

MICROSOFT CORPORATION                     GREENFIELD ONLINE, INC.
("MICROSOFT")                             ("GFOL")


By                                        By
   -----------------------------------      ------------------------------------

Name                                      Name Dean Wiltse
    ----------------------------------         ---------------------------------

Title                                     Title President and CEO
     ---------------------------------          --------------------------------


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