EXHIBIT 10.37
**SIXTH LOAN MODIFICATION AGREEMENT**
     This Sixth Loan Modification Agreement (this “Loan ModificationAgreement”) is entered into as of July 15, 2004, by and between **SILICON VALLEYBANK**, a California-chartered bank, with its principal place of business at 3003Tasman Drive, Santa Clara, California 95054 and with a loan production officelocated at One Newton Executive Park, Suite 200, 2221 Washington Street,Newton, Massachusetts 02462, doing business under the name “Silicon ValleyEast” (“Bank”) and **GREENFIELD ONLINE, INC.**, a Delaware corporation with itsprincipal place of business at 21 River Road, Wilton, Connecticut 06897(“Borrower”).
1. DESCRIPTION OF EXISTING INDEBTEDNESS. Among other obligations andindebtedness which may be owing by Borrower to Bank, Borrower is indebted toBank pursuant to a loan arrangement dated as of August 9, 2001, evidenced by,among other documents, a certain Accounts Receivable Financing Agreement datedas of August 9, 2001, as amended by a certain First Loan Modification Agreementdated as of September 24, 2001, as affected by a certain Consent and PartialRelease dated December 21, 2001 and a certain Consent dated January 30, 2002,as further amended by a certain Second Loan Modification Agreement dated as ofJanuary 31, 2002, as further amended by a certain Third Loan ModificationAgreement dated September 26, 2002, as further affected by a certain LimitedWaiver dated August 6, 2003 and as further amended by a Fourth LoanModification Agreement dated as of August 22, 2003 and as further modified by acertain Fifth Loan Modification Agreement dated as of March 18, 2004 (asamended, the “Loan Agreement”). Capitalized terms used but not otherwisedefined herein shall have the same meaning as in the Loan Agreement
2. DESCRIPTION OF COLLATERAL. Repayment of the Obligations is secured by theCollateral as described in the Loan Agreement and a certain IntellectualProperty Security Agreements dated August 9, 2001 and September 26, 2002(collectively, the “IP Agreement”) (hereinafter, collectively, the “SecurityDocuments”).
Hereinafter, the Security Documents, together with all other documentsevidencing or securing the Obligations shall be referred to as the “ExistingLoan Documents”.
3. DESCRIPTION OF CHANGE IN TERMS.
 Modifications to Loan Agreement.  1. Effective as of the date hereof, the LoanAgreement shall be amended by deleting the Section 6.3(N) andinserting in lieu thereof the following:
1. “(N) Maintain its primary operating accounts with Bank and after October 15,2004 maintain its primary depository accounts with Bank. All necessarytransfers shall take place on or before October 15, 2004.”
4. RATIFICATION OF INTELLECTUAL PROPERTY SECURITY AGREEMENT. Borrower herebyratifies, confirms and reaffirms, all and singular, the terms and conditions ofthe IP Agreement, and acknowledges, confirms and agrees that, IP Agreementcontains an accurate and complete listing of all Intellectual PropertyCollateral as defined in the IP Agreement.
5. CONSISTENT CHANGES. The Existing Loan Documents are hereby amended wherevernecessary to reflect the changes described above.
6. RATIFICATION OF LOAN DOCUMENTS. Borrower hereby ratifies, confirms, andreaffirms all terms and conditions of all security or other collateral grantedto the Bank, and confirms that the indebtedness secured thereby includes,without limitation, the Obligations.
7. NO DEFENSES OF BORROWER. Borrower hereby acknowledges and agrees thatBorrower has no offsets, defenses, claims, or counterclaims against Bank withrespect to the Obligations, or otherwise, and that if Borrower now has, or everdid have, any offsets, defenses, claims, or counterclaims against Bank, whetherknown or unknown, at law or in equity, all of them are hereby expressly WAIVEDand Borrower hereby RELEASES Bank from any liability thereunder.
 

 

8. CONTINUING VALIDITY. Borrower understands and agrees that in modifying theexisting Obligations, Bank is relying upon Borrower’s representations,warranties, and agreements, as set forth in the Existing Loan Documents.Except as expressly modified pursuant to this Loan Modification Agreement, theterms of the Existing Loan Documents remain unchanged and in full force andeffect. Bank’s agreement to modifications to the existing Obligations pursuantto this Loan Modification Agreement in no way shall obligate Bank to make anyfuture modifications to the Obligations. Nothing in this Loan ModificationAgreement shall constitute a satisfaction of the Obligations. It is theintention of Bank and Borrower to retain as liable parties all makers ofExisting Loan Documents, unless the party is expressly released by Bank inwriting. No maker will be released by virtue of this Loan ModificationAgreement.
9. JURISDICTION/VENUE. Borrower accepts for itself and in connection with itsproperties, unconditionally, the non-exclusive jurisdiction of any state orfederal court of competent jurisdiction in the Commonwealth of Massachusetts inany action, suit, or proceeding of any kind against it which arises out of orby reason of this Loan Modification Agreement; provided, however, that if forany reason Bank cannot avail itself of the courts of the Commonwealth ofMassachusetts, then venue shall lie in Santa Clara County, California.NOTWITHSTANDING THE FOREGOING, THE BANK SHALL HAVE THE RIGHT TO BRING ANYACTION OR PROCEEDING AGAINST THE BORROWER OR ITS PROPERTY IN THE COURTS OF ANYOTHER JURISDICTION WHICH THE BANK DEEMS NECESSARY OR APPROPRIATE IN ORDER TOREALIZE ON THE COLLATERAL OR TO OTHERWISE ENFORCE THE BANK’S RIGHTS AGAINST THEBORROWER OR ITS PROPERTY.
10. COUNTERSIGNATURE. This Loan Modification Agreement shall become effectiveonly when it shall have been executed by Borrower and Bank.
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     This Loan Modification Agreement is executed as a sealed instrument underthe laws of the Commonwealth of Massachusetts as of the date first writtenabove.     **GREENFIELD ONLINE, INC.** **SILICON VALLEY BANK**     By:/s/ Jonathan A. Flatow By:/s/ David Reich   Name: Jonathan A. Flatow Name: David ReichTitle: VP & General Counsel Title: SVP
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