<PAGE>
                                                                   Exhibit 10.55


CONFIDENTIAL TREATMENT REQUESTED: Certain portions of this document have been
omitted pursuant to a request for confidential treatment and, where applicable,
have been marked with an asterisk (****) to denote where omissions have been
made. Note that five pages of this exhibit contain omitted material pursuant to
this request. The confidential material has been filed separately with the
Securities and Exchange Commission.

              AMENDED AND RESTATED MARKETING PARTNERSHIP AGREEMENT

      This Amended and Restated Marketing Partnership Agreement ("Agreement") is
made and entered into this 11th day of May, 2005, by and between OTX
Corporation, a Delaware corporation ("OTX"), having its principal place of
business at 1024 N. Orange Drive, Hollywood, CA 90038, Zing Wireless, Inc., a
California corporation ("GoZing"), having its principal place of business at
16501 Ventura Blvd., Suite 250, Encino, CA 91436 and Greenfield Online, Inc., a
Delaware corporation ("Greenfield"), having its principal place of business at
21 River Road, Wilton, CT 06897. This Agreement replaces and supersedes in its
entirety the Marketing Partnership Agreement dated as of February, 2001 (which
was subsequently amended on August 21, 2001 and further amended and restated on
May 1, 2004) by and between OTX and GoZing, with reference to the following
facts:

            A. GoZing is in the business of providing marketing research
companies with online survey respondents and has created its own
permission-based community of opt-in members.

            B. OTX is in the business of conducting market research through
interactive online surveys and other means.

            C. GoZing was acquired by, and became a wholly owned subsidiary of,
Greenfield Online, Inc. on February 8, 2005.

            D. The parties have mutually agreed to modify the existing
agreement(s) between them. Any prior agreements between GoZing and OTX will be
terminated upon the written execution of this Agreement.

            E. Greenfield and OTX desire to enter into an agreement pursuant to
which OTX will conduct market research using Greenfield Online Members.

            NOW, THEREFORE, the parties hereby agree as follows:

1.    Certain Definitions.

      Each of the terms defined in this Section 1 shall have the following
respective meanings:

            "Completed Survey," means each OTX Survey successfully submitted by
            a Greenfield Member, who was sent by Greenfield either via an email
            invitation or

Initial Here _______

                                       -1-
<PAGE>

            through the member's lounge or open area, and received by OTX, which
            is completed to the reasonable satisfaction of OTX (i.e.,
            sufficiently to permit OTX to verify the data consistent with its
            normal business practices).

            "Effective Date" means the date on which all of the parties sign
            this Agreement.

            "Greenfield Affiliate Member" means an individual who opts in to
            take a survey but was not a Greenfield Member prior to the launch of
            such survey.

            "Greenfield Member" means an individual who has opted-in to be a
            survey panelist through a survey-related web site that is hosted and
            maintained by Greenfield, or any of its U.S. based subsidiaries.

            "Interactive Market Research" means online communication for the
            purpose of conducting research from OTX to Greenfield Members
            whereby such online communication session was initiated by some
            invitation by email or otherwise from Greenfield to such Greenfield
            Member.

            "OTX Survey" means online questionnaires designed to elicit market
            research data about a product/service through Interactive Market
            Research.

            "Survey Fee" means a monetary payment to Greenfield for each
            Completed Survey.

2.    Greenfield Services and Related Obligations of OTX.

      2.1   During the Term, OTX shall be entitled to utilize Greenfield Members
            in order to conduct OTX Surveys in order to collect market research
            data for its clients.

            2.1.1 OTX agrees and understands that Greenfield, in its sole
                  discretion, retains the exclusive right to market OTX Surveys
                  to Greenfield Members by email unless such Greenfield Member
                  contacts OTX from another panel source, web source or other
                  method unrelated to Greenfield. Greenfield is the sole owner
                  of specific demographic data collected on Greenfield Members
                  via its own web sites or its own marketing efforts. OTX is the
                  sole owner (or owner on behalf of its clients) of any and all
                  aggregated (non-personally-identifiable) demographic data
                  relating to Greenfield Members collected via the OTX Survey
                  site in accordance with this Agreement.

      2.2   OTX represents, warrants and covenants to Greenfield that, during
            the Term:

            2.2.1 OTX agrees to pay Greenfield a Survey Fee according to Exhibit
                  A, attached hereto and incorporated herein as part of this
                  Agreement, for

Initial Here _______

                                       -2-
<PAGE>

                  each Completed Survey. Such Survey Fees are subject to
                  adjustment as set forth in Section 4.1.

            2.2.2 OTX is a corporation validly existing under the laws of the
                  state of Delaware. OTX owns all of the right, title and
                  interest in and to the OTX surveys and has the right to
                  display to Greenfield Members the content thereof. OTX has all
                  necessary licenses, authorizations, registrations and
                  approvals and the power and authority to enter into this
                  Agreement and to perform its obligations set forth herein.
                  Neither the execution nor delivery of this Agreement by OTX
                  nor the performance by OTX of its obligations set forth herein
                  will constitute a material breach by OTX of any other material
                  agreement to which it is a party.

      2.3   Omitted.

      2.4   Greenfield represents, warrants and covenants to OTX that, during
            the Term:

            2.4.1 Greenfield agrees to present the OTX Survey opportunities to
                  Greenfield Members, when possible, in order to generate market
                  research data for OTX's purposes.

            2.4.2 Greenfield will clearly indicate in writing (or email) in
                  advance for any OTX survey where it is sending to the OTX
                  survey Greenfield Affiliate Members. Pricing for Completed
                  Surveys for Greenfield Affiliate Members may be different than
                  for Greenfield Members and the parties will agree to such in
                  advance of any survey where Greenfield Affiliate Members are
                  to be used.

            2.4.3 Greenfield will use commercially reasonable efforts to not
                  share any information (for example, but not limited to: the
                  existence of projects, timing, client names, client volumes,
                  project names, pricing, methodology, survey content, survey
                  technology or any other similar information) that is acquired
                  in the process of providing Greenfield Members to OTX for OTX
                  Surveys to any person, entity, third party, employee, or
                  contractor involved in Greenfield operations that, to
                  Greenfield's knowledge, directly compete with OTX.

            2.4.4 Omitted.

            2.4.5 Greenfield is a corporation duly organized and validly
                  existing under the laws of the state of Delaware. Greenfield
                  owns all of the right, title and interest in and to its web
                  sites, and has the right to offer the OTX surveys, at its sole
                  discretion, to its opt-in community of Greenfield Members and
                  Greenfield Affiliate Members. Greenfield has all necessary
                  licenses, authorizations, registrations and approvals and the
                  power and authority to enter into this Agreement and to
                  perform its obligations set forth herein. Neither the
                  execution nor delivery of this Agreement by Greenfield nor the
                  performance by Greenfield of its obligations set forth herein
                  will constitute

Initial Here _______

                                       -3-
<PAGE>

                  a material breach by Greenfield of any other material
                  agreement to which it is a party.

            2.4.6 Greenfield will service the OTX account from its West Coast
                  operations in Los Angeles comprised primarily of personnel
                  that were former GoZing employees to the extent reasonably
                  practicable.

            2.4.7 OTX will receive service at a level that is consistent with
                  the level historically provided by GoZing. There will be no
                  project minimums or individual work orders.

            2.4.8 Greenfield will use reasonable commercial efforts to provide
                  sufficient volumes of Greenfield Members to meet individual
                  survey commitments (as evidenced in fax, written, email or
                  other web application communication) that its team makes to
                  OTX on specific survey projects where such commitments are
                  made. It is expressly agreed that surveys have a targeted end
                  date and that such date is important to meeting end clients'
                  objectives.

      2.5   OTX hereby grants to Greenfield the non-exclusive, non-transferable
            right to use (i.e. to copy, transmit, distribute and display) during
            the Term the OTX logos in the manner described in this Agreement.
            All of such use of the OTX logos shall inure to the benefit of OTX
            and shall not create any rights, title or interest in the OTX logos
            for Greenfield or any other party. Greenfield agrees that as between
            OTX and Greenfield, OTX owns and continues to own exclusively, all
            right, title and interest in and to the OTX logos and the other OTX
            trade names and trademarks in perpetuity. Upon OTX's request,
            Greenfield shall execute and deliver to OTX such documents,
            instruments and agreements as OTX may reasonably request in order to
            evidence or preserve OTX's exclusive rights in and to all OTX logos
            and the other OTX trade names and trademarks in perpetuity.

      2.6   Greenfield will create and host a web landing page which Greenfield
            Members will be linked to upon completing an OTX survey in order to
            register for rewards through Greenfield.

      2.7   Greenfield will be allowed to display live survey opportunities on
            its web sites to panelists that log into their personal survey
            account. The surveys must be demographically and geographically
            targeted to the user based on the needs of each survey. When
            displaying a survey opportunity to a user, Greenfield will not
            describe the type of survey or use any words that convey the content
            or the client of the survey, such as "entertainment survey". When a
            user joins Greenfield's survey program, there will be a standard
            ******* cooling off period whereby the user will not see any OTX
            Surveys to take in their personal account. After *******, the user
            can see and take OTX Surveys. The ****** number can be adjusted
            lower or higher with the permission or request of OTX. If the
            ******* is requested to be higher, then the maximum period of time
            can be ******. After ****** the default duration will go back to
            ********. Greenfield will limit the number of times a

Initial Here _______

                                       -4-
<PAGE>

            user can click an email invitation link to only ********. Both
            parties will monitor the effectiveness of limiting to ***** in terms
            of customer service inquiries, traffic flow, and security.

3.    Term.

      3.1   The term of the obligations of the parties set forth in Section 2
            hereof shall commence on the Effective Date, and shall continue for
            a period of two (2) years from the Effective Date (the "Term").
            After such period this Agreement shall automatically be extended for
            additional one (1) year periods unless either Greenfield or OTX
            notifies the other at least sixty (60) days prior to the end of such
            term that it is not willing to extend the Agreement.

      3.2   The Term may otherwise be terminated at any time by written notice
            (i) by Greenfield in the event that OTX fails to pay Survey Fees due
            Greenfield (as long as such fees are not being disputed in good
            faith), (ii) by Greenfield in the event of any other material breach
            of this Agreement by OTX, (iii) by Greenfield for any reason on 90
            days notice, or (iv) by OTX in the event of any material breach of
            this Agreement by Greenfield; provided, however, that prior to
            either party having the right to terminate the Agreement pursuant to
            Section 3.2(i), (ii) or (iv), such party shall give the other party
            written notice specifying such breach and 30 days to cure such
            breach, if curable (or such longer time as may be reasonably
            necessary to cure such breach if the party in breach acts
            expeditiously and if the nature of such breach requires a longer
            period).

      3.3   The provisions of this Agreement--other than Section 2 and, with
            respect to surveys not yet commenced, Section 4 hereof--shall
            continue in full force and effect after the termination of the Term
            in accordance with their respective terms.

4.    Fees.

      4.1   In consideration for Greenfield's services described herein, OTX
            agrees to pay a Survey Fee to Greenfield as outlined in Exhibit A
            (attached). OTX acknowledges that if the OTX average monthly volume
            for Survey Fees to Greenfield for any ****** period is less than
            ****** ****** (including fees due to Ciao GmbH), Greenfield shall
            have the right to **********, and the parties agree to negotiate the
            ******* in good faith.

      4.2   OTX will be responsible for tracking the Completed Surveys and
            providing information on Completed Surveys to Greenfield via an
            online XML data feed from OTX to Greenfield. Greenfield shall be
            responsible for invoicing OTX for each batch of Completed Surveys.
            OTX shall be responsible for providing Greenfield with a complete
            report of or other electronic access evidencing closed and Completed
            Surveys for payment within ten (10) days after each fifteen (15) day
            billing period. Greenfield will not bill OTX for any Completed
            Surveys until the survey itself has been completed to facilitate
            accounting simplicity.

Initial Here _______

                                       -5-
<PAGE>

      4.3   OTX agrees to be billed twice monthly (and no more often than such)
            for Survey Fees for any Completed Surveys for the immediately prior
            half-month on a consolidated billing statement. OTX agrees to pay
            all invoices for Completed Surveys presented to OTX on a Net
            Forty-Five day (45) basis. A late fee of 1% will be charged on the
            outstanding balance of all invoices not paid as of 30 days past due.

      4.4   Greenfield agrees to utilize OTX's web powered Completed Survey
            invoicing system as soon as this system is released (early 2005) if
            it is commercially reasonable for Greenfield to utilize it.

5.    Press Releases.

      5.1   Neither OTX nor Greenfield shall issue any press release, or make
            any public statement, concerning the existence of this Agreement or
            the terms hereof without the prior approval of the other party,
            except if public disclosure is required by law, such as the federal
            securities laws, or the rules of any applicable stock exchange or
            self-regulatory organization, such as NASDAQ.

6.    Indemnification & Limited Liability.

      6.1   OTX agrees to indemnify, defend and hold harmless Greenfield and
            GoZing and their respective directors, officers, employees, agents
            and affiliates from and against any and all claims, actions and
            proceedings (including but not limited to all reasonable attorney's
            fees and expenses, damages, judgments, settlements and costs
            incurred in connection therewith) that arise out of or relate to any
            intentional or negligent act or omission of OTX in connection with
            OTX's performance of its obligations under this Agreement (a "Third
            Party Claim").

      6.2   Greenfield agrees to indemnify, defend and hold harmless OTX and its
            members, directors, officers, employees, agents and affiliates from
            and against any and all claims, actions and proceedings (including
            but not limited to all reasonable attorney's fees and expenses,
            damages, judgments, settlements and costs incurred in connection
            therewith) that arise out of or relate to any intentional or
            negligent act or omission of Greenfield in connection with
            Greenfield's performance of its obligations under this Agreement (a
            "Greenfield Third Party Claim").

      6.3   Any person claiming any right of indemnification under this
            Agreement ("Indemnified Party") as a result of a Third Party Claim
            or a Greenfield Third Party Claim shall promptly notify OTX or
            Greenfield, as applicable, pursuant to the provisions hereof (a
            "Claim Notice"), specifying the nature of the claim, and giving
            notice of any fact upon which the Indemnified Party intends to base
            a claim for indemnification hereunder, provided, however, that no
            delay by the Indemnified Party in providing a Claim Notice will
            relieve the indemnifying party from any obligation hereunder unless
            it is prejudiced by such delay. The party receiving the Claim Notice
            shall have 30 days (or, if shorter, a period to a date not less than
            the date when a responsive pleading or other document is required to
            be filed

Initial Here _______

                                       -6-
<PAGE>

            giving effect to any available extension) (the "Notice Period") to
            notify the Indemnified Party (i) whether or not it disputes its
            liability for indemnification of the Third Party Claim or Greenfield
            Third Party Claim and (ii) if liability is not disputed, whether or
            not it desires to defend the Indemnified Party. If the party
            receiving the Claim Notice elects to defend by appropriate
            proceedings, such proceedings shall be promptly settled or
            prosecuted to a final conclusion in such a manner as is reasonably
            calculated to avoid any risk of damage to the Indemnified Party, and
            all costs and expenses of such proceedings and the amount of any
            judgment shall be paid by the party receiving the Claim Notice.

      6.4   If the party receiving the Claim Notice has disputed its liability
            for the Third Party Claim or Greenfield Third Party Claim, as
            provided above, and determines it will not defend such action, the
            Indemnified Party shall have the right to control the defense or
            settlement of such action, in its discretion, and shall be
            reimbursed by the party receiving the Claim Notice for the costs and
            expenses of such defense if it shall thereafter be found that such
            claim was subject to indemnification by the party receiving the
            Claim Notice hereunder.

      6.5   OTX acknowledges and understands that promotional messages related
            to OTX Surveys may be lost, incorrect or garbled due to
            circumstances outside the control of Greenfield, including, without
            limitation, adverse weather conditions, network failures, computer
            system failures, internet transmission failures, network carrier
            transmission failures, incorrect information or services supplied to
            Greenfield by third parties, or improper use of wireless
            communications devices or computers. OTX acknowledges and agrees
            that Greenfield shall have no liability whatsoever under any
            circumstances for such lost, incorrect or garbled promotional
            messages or lack of response regarding any OTX Survey offered to
            Greenfield Members so long as such circumstances are not the result
            of a negligent act or omission by Greenfield. OTX acknowledges and
            agrees that Greenfield cannot guarantee any response from Greenfield
            Members to any OTX Survey and Greenfield shall not be responsible
            for any direct, indirect, special, incidental and consequential or
            similar damages or any lost profits of OTX. Greenfield's sole
            responsibility for any error shall be to use best efforts to correct
            said error.

7.    Miscellaneous Provisions.

      7.1   Notices. All notices, requests, demands, consents, approvals,
            designations and other communications called for or contemplated by
            this Agreement shall be in writing and shall be deemed given to the
            party to whom addressed (i) when delivered to such party by hand,
            (ii) one business day after being sent to such party by overnight
            courier or facsimile transmission, or (iii) three business days
            after being sent to such party by registered or certified mail
            (return receipt requested, postage prepaid), in each case at the
            address for such party set forth below (or at such other address as
            such party may designate by notice in the manner aforesaid):

Initial Here _______

                                       -7-
<PAGE>

                  If to Greenfield or GoZing:

                  Greenfield Online, Inc.
                  16501 Ventura Blvd., Suite 250
                  Encino, CA 91436
                  Attn: Matthew Dusig
                  Fax: ***********

            cc:   Greenfield Online, Inc.
                  21 River Road
                  Wilton, CT 06897
                  Attn: Jonathan Flatow, Esq.
                  Fax: (203) 846-5749

                  If to OTX:

                  OTX Corporation (prior to 6/1/05)
                  1024 N. Orange Drive
                  Hollywood, CA 90038
                  Attn: Jeff Dean, CFO
                  Fax: (323) 308-3470

                  OTX Corporation (after 6/1/05)
                  10567 Jefferson Boulevard
                  Culver City, CA 90232
                  Attn: Jeff Dean, CFO
                  Fax: *************

      7.2   Entire Agreement. This Agreement and any exhibits attached hereto
            contain the entire agreement between the parties and supersede any
            prior written or oral agreement between said parties concerning the
            subject matter contained herein. There are no representations,
            agreements, arrangements or understandings, oral or written, between
            or among the parties relating to the subject matter contained in
            this Agreement, which are not fully expressed herein.

      7.3   Counterparts/Facsimile Transmission. This Agreement may be executed
            in counterparts, both of which together shall constitute one and the
            same agreement and each of which shall be deemed an original.
            Acceptance of this Agreement may be evidenced by facsimile
            transmission with original to follow.

      7.4   Fees and Costs. In the event that any of the parties hereto
            institutes any action, suit or proceeding to enforce the provisions
            of this Agreement, or for breach thereof, or to declare the rights
            of the parties with respect thereto, the prevailing party shall be
            entitled to recover, in addition to damages, injunctive or other
            relief, reasonable costs and expenses including, without limitation,
            costs and

Initial Here _______

                                       -8-
<PAGE>

            reasonable attorneys' fees incurred in the furtherance of such
            action, suit or proceeding.

      7.5   No Jury Trial. GREENFIELD, GOZING AND OTX KNOWINGLY WAIVE THEIR
            RIGHT TO A JURY TRIAL.

            GREENFIELD'S INITIALS                  OTX INITIALS

            GOZING'S INITIALS

      7.6   Arbitration.

            7.6.1 Exclusive Process. Except as set forth in Section 7.6.2 below,
                  arbitration shall be the sole and exclusive process for any
                  dispute, claim, or controversy of any kind or nature (a
                  "Claim") arising out of, related to, or connected with this
                  Agreement or the breach thereof, including, but not limited to
                  (a) all questions relating to the breach of any obligation,
                  warranty or condition hereunder, or relating to the
                  termination of this Agreement; (b) all questions relating to
                  the representations, negotiations and other proceedings
                  leading to the execution hereof; (c) failure of any party to
                  deny or reject a claim or demand from another party to this
                  Agreement; and (d) all questions as to whether the right to
                  arbitrate any question exists, including any Claim against any
                  parent, subsidiary, or affiliated entity of the parties, or
                  any director, officer, general or limited partner, employee or
                  agent of the parties or of any such parent, subsidiary or
                  affiliated entity.

            7.6.2 Claims Not Subject to Arbitration. This agreement to arbitrate
                  does not apply to any legal action seeking injunctive relief.

            7.6.3 Procedure. All Claims shall be submitted to binding, non
                  appealable arbitration administered by J.A.M.S./ENDISPUTE or
                  its successor. Any Claim submitted to arbitration shall be
                  decided by a single, neutral arbitrator (the "Arbitrator").
                  The parties to the arbitration shall mutually select the
                  Arbitrator not later than 45 days after service of the demand
                  for arbitration. If the parties for any reason do not mutually
                  select the Arbitrator within the 45-day period, then the
                  Arbitrator shall be selected by J.A.M.S./ENDISPUTE. The
                  Arbitrator shall determine issues of arbitrability but may not
                  limit, expand or otherwise modify the terms of this Agreement.
                  The procedure whereby the evidence (oral and/or written)
                  relating to the Claim is presented in the arbitration shall be
                  as agreed by the parties and in the absence of such agreement,
                  shall be as determined by the Arbitrator. The Arbitrator shall
                  apply the substantive federal, state, or local law and statute
                  of limitations governing any Claim submitted to arbitration.
                  In ruling on any Claim submitted to arbitration, the
                  Arbitrator shall have the authority to award only such
                  remedies or forms of relief as are provided for under the
                  substantive law governing such Claim.

Initial Here _______

                                       -9-
<PAGE>

                  Judgment on the Arbitrator's decision may be entered in any
                  court of competent jurisdiction.

            7.6.4 Costs. Any fees and costs incurred in the arbitration (e.g.,
                  filing fees, transcript costs and Arbitrator's fees) will be
                  shared equally by Greenfield and OTX. The parties shall be
                  responsible for their own attorneys' fees and costs, except
                  that the Arbitrator shall have the authority to award
                  attorneys' fees and costs to the prevailing party in
                  accordance with the applicable law governing the dispute.

            7.6.5 Interpretation of Arbitrability. The Arbitrator, and not any
                  federal or state court, shall have the exclusive authority to
                  resolve any issue relating to the interpretation, formation or
                  enforceability of this Agreement, or any issue relating to
                  whether a Claim is subject to arbitration under this
                  Agreement, except as provided in Section 7.6.2 above and
                  except that any party may bring an action in any court of
                  competent jurisdiction to compel arbitration in accordance
                  with the terms of this Agreement.

      7.7   Remedies; Specific Performance. No remedy specifically conferred by
            any of the provisions of this Agreement is intended to be exclusive
            of any other remedy, each and every remedy shall be cumulative and
            shall be in addition to every other remedy conferred hereunder or
            now or hereafter existing at law, in equity, or by statute or
            otherwise, and the election by a party of one or more remedies shall
            not constitute a waiver of such party's right to pursue any other
            available remedy or remedies. The parties hereto expressly
            acknowledge and agree that irreparable damage would occur in the
            event that any provision of this Agreement were not performed in
            accordance with the terms hereof, and that, accordingly, each party
            hereto shall be entitled to specific performance of the terms
            hereof, in addition to any other remedy available to such party.

      7.8   No Third Party Beneficiaries. It is not the intention of the parties
            to confer, and the Agreement shall not be construed as to confer,
            any right or benefit upon any person or entity other than the
            parties and their successors and permitted assigns; and no such
            other person entity shall have any rights or remedies against either
            of the parties hereto under or by virtue of this Agreement.

      7.9   Amendment and Assignment. No term or provision of this Agreement may
            be amended or modified in any respect except in writing signed by
            the parties. This Agreement is among OTX, Greenfield and GoZing. Any
            party may assign this Agreement to any purchaser of at least 50% of
            that party's assets or capital stock.

      7.10  Consents and Waiver. No delay by any party in exercising any right
            under, or in taking any action to enforce any right under this
            Agreement will operate as a waiver of any such right or in any
            manner affect the rights of any party hereunder. No consent by any
            party under this Agreement or waiver by any party of any
            representation, warranty, or other term or condition of this
            Agreement will be effective unless made in writing. Any such waiver
            will not be construed as a waiver of any other representation,
            warranty or other term and condition to this

Initial Here _______

                                      -10-
<PAGE>

            Agreement. Failure by any party to insist upon strict conformance
            with or strict conformance of, any representation, warranty, or
            other term or condition in this Agreement in any one or more
            instances will not be a waiver by an party of his right to insist
            and enforce thereafter strict conformance with, and strict
            conformance of, (i) such representation, warranty, or other term or
            condition or (ii) any other representation, warranty or other term
            or condition in this Agreement.

      7.11  Further Assurances. Each party hereby agrees to promptly sign any
            additional instruments or documents, which are necessary or
            appropriate to carry out the purpose of this Agreement.

      7.12  Caption and Interpretations. Titles or captions contained herein are
            inserted as a matter of convenience and for reference only, and in
            no way define, limit, extend or describe the scope of this Agreement
            or any provision herein. This Agreement is to be interpreted without
            regard to the draftsman. The terms and intent of this Agreement with
            respect to the rights and obligations of the parties shall be
            interpreted and construed on the express assumption that each party
            participated equally in its drafting.

      7.13  Confidentiality. No party to this Agreement shall disclose the terms
            and conditions of this Agreement without the prior written consent
            of the other parties, except as otherwise required by law, such as
            the federal securities laws, or the rules of any stock exchange or
            self-regulatory organization, such as the NASDAQ. Subject to the
            foregoing, each party shall keep confidential information pertaining
            to the operations, affairs and financial condition of the other
            parties, except to the extent that such information is otherwise
            publicly available. Furthermore, each party shall use such
            information only for the purposes of performing its respective
            obligations under this Agreement. Greenfield further agrees that it
            will use commercially reasonable efforts to prevent confidential
            information regarding OTX from being made available to any
            Greenfield employee engaged in that portion of Greenfield's business
            that, to Greenfield's knowledge, directly competes with OTX for
            similar projects.

      7.14  Severability. If any provision of this Agreement is held by a court
            of competent jurisdiction to be invalid, illegal or unenforceable,
            the remaining provisions hereof shall in no way be affected and
            shall remain in full force and effect.

      7.15  Governing Law. This Agreement shall be governed by and construed and
            enforced in accordance with the laws of the State of California
            applicable to agreements made and to be performed in such state. Any
            dispute arising from the interpretation or enforcement of this
            Agreement shall be resolved in Los Angeles, California.

Initial Here _______

                                      -11-
<PAGE>

            IN WITNESS WHEREOF, the parties hereto have executed this Agreement
as of the date first written above.

OTX CORPORATION                              GREENFIELD ONLINE, INC.
a Delaware corporation                       a Delaware corporation

By: /s/ James Jefferson Dean         By: /s/ Dean Wiltse
    ------------------------             -----------------------

Name: James Jefferson Dean                   Name: Dean Wiltse

Title: CFO and SVP                           Title: CEO

ZING WIRELESS, INC.
A California corporation

By: /s/ Jonathan A. Flatow
    -------------------------

Name: Jonathan A. Flatow

Title: Secretary

Initial Here _______

                                      -12-
<PAGE>

                                   Exhibit A




           **** This Exhibit has been redacted in its entirety. ****