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                             Amended Promissory Note

$75,013                                May 17, 1999 (As Amended March 3, 2000)


            FOR VALUE RECEIVED, Hugh Davis (the "Maker"), hereby promises to pay
to GREENFIELD ONLINE, INC. (the "Payee"), the principal amount of Seventy Five
Thousand Thirteen Dollars ($75,013) on May 17, 2004 (the "Maturity Date"), in
such coin or currency of the United States of America as at the time of payment
shall be legal tender therein for the payment of public and private debts, and
to pay interest on the unpaid principal amount from time to time outstanding
hereunder at the rate of 5.3% per annum, compounded annually based on a year of
360 days. Such interest shall be payable together with principal, when and as
paid, with the final payment of interest to be payable together with all
outstanding principal hereunder on the Maturity Date. In addition, the Maker
promises to pay additional interest at 7.3% per annum on any overdue principal
and (to the extent permitted by law) on any overdue interest, from the due date
thereof until the obligation of the Maker with respect to the payment thereof
shall be discharged.

            The Maker may, at his sole option, at any time and from time to time
prepay this Note, without penalty, in whole or in part, together with interest
on the principal amount so prepaid to the date of such prepayment.

            The Maker shall make a mandatory prepayment (each, a "Mandatory
Prepayment") in an amount equal to 100% of any and all dividends, distributions
and other payments (including the proceeds of any sale, transfer or other
disposition) paid on or with respect to the Pledged Collateral securing this
Note pursuant to the Pledge Agreement dated as of the date hereof between the
Maker and the Payee (as amended, the "Pledge Agreement"). Each such Mandatory
Prepayment shall be due and payable immediately upon receipt thereof by the
Maker and shall be applied first to interest on this Note accrued and unpaid as
of the date of the Mandatory Prepayment and then to the principal amount of this
Note then outstanding.

            The Payee shall be entitled to the rights and security granted by
the Maker to the Payee pursuant to the Pledge Agreement.

            Payment of both the principal of and interest on this Note shall be
made by check mailed to such office as the holder of this Note shall designate
in writing to the Maker.

            Should the principal of or interest on this Note become due and
payable on other than a business day, the maturity thereof shall be extended to
the next succeeding business day, and interest shall be payable thereon at the
rate per annum herein specified during such extension. The term "business day"
shall mean any day that is not a Saturday, Sunday or legal holiday in the State
of New York.
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            In case of the occurrence of any of the following events (each, an
"Event of Default"):

                        (i) default shall be made in the payment of principal of
            or interest on this Note, when and as the same shall become due and
            payable, whether at the due date, pursuant to a Mandatory Prepayment
            or by acceleration hereof or otherwise;

                        (ii) the Maker shall (A) apply for or consent to the
            appointment of a receiver, trustee or liquidator, (B) admit in
            writing his inability to pay his debts as they mature, (C) make a
            general assignment for the benefit of creditors, (D) be adjudicated
            a bankrupt or insolvent, (E) file a voluntary petition, or have
            filed against him a petition, in bankruptcy or petition or answer
            seeking a reorganization or an arrangement with his creditors, or
            (F) take advantage of any bankruptcy, reorganization, insolvency,
            readjustment of debt, dissolution or liquidation law or statute or
            file an answer admitting the material allegations of a petition
            filed against him in any proceeding under any such law;

                        (iii) an order, judgment or decree shall be entered,
            without the application, approval or consent of the Maker, by any
            court of competent jurisdiction, approving a petition seeking
            reorganization of the Maker, or appointing a receiver, trustee or
            liquidator for the Maker;

                        (iv) the Maker shall become or be in default under the
            provisions of (A) this Note, (B) the Pledge Agreement or the
            Employment Agreement dated as of the date hereof, between the Maker
            and the Payee, in each case as the same may hereafter be amended and
            in effect from time to time, or (C) any other material agreement
            between the Maker and the Payee or any of its affiliates or between
            the Maker and the holder hereof or any of its affiliates (which
            default under such other material agreement is not cured within 10
            days from the date of notice hereof to the Maker); or

                        (v) the Maker shall experience a termination of
            employment with the Payee for any reason or shall die;

then, (1) in the case of clauses (i), (iv) and (v) of this Note, the holder of
this Note may, upon written notice to the Maker or his estate or executor,
declare this Note to be forthwith due and payable, whereupon this Note shall
become forthwith due and payable, both as to principal and interest, without
presentment, demand, protest, or other notice of any kind, all of which are
hereby expressly waived, and (2) in the case of clauses (ii) and (iii) of this
Note, this Note shall forthwith become due and payable both as to principal and
interest, automatically without any action on the part of the holder hereof and
without presentment, demand, protest, or other notice of any kind, all of which
are hereby expressly waived.

            The provisions hereof shall be binding upon and inure to the benefit
of the holder of this Note and its successors and assigns. This Note may not be
assigned or transferred by the Maker.

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            The Maker agrees to pay all costs of collection, including
reasonable attorneys' fees, incurred by the holder of this Note in collecting or
enforcing this Note, whether in connection with a reorganization, bankruptcy or
other similar proceeding or upon default.

                                     * * * *

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            This Note shall be governed by the laws of the State of New York
applicable to contracts made and to be performed therein.

                                    /s/
                                    ----------------------------------------
                                       Hugh Davis

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