EXHIBIT 10.70     **AMENDMENT NO. 1**, with an effective date ofApril 23, 2007 (this “Amendment No. 1”), tothe **EMPLOYMENT AGREEMENT**(the “Agreement”)dated April 11, 2005 between **GREENFIELD ONLINE, INC.**,a Delaware Company (“Company”), and **DAVID ST.PIERRE**(“Executive”).**RECITALS**          The Company and Executive have agreed to amend the Agreement to provide for additionalseverance benefits in the event that the Executive is terminated without Cause.          **NOW, THEREFORE**, the parties hereto agree as follows:     Section 1. Defined Terms. Unless otherwise defined herein, capitalized terms shall beaccorded the definitions assigned to them in the Agreement.     Section 2. Amendment to the Agreement. Section5(a) of theAgreement shall be replaced in its entirety by the following:“**Section 5.****Effect of Termination; Severance.**          (a) In the event of a Termination Without Cause or a Resignation for Good Reason, theExecutive or his beneficiaries or estate shall have the right to receive the following: (i) the unpaid portion of the Base Salary, computed on aprorata basis to the Termination Date;  (ii) a pro rata portion of the annual bonus, if any, that theExecutive would have been entitled to receive pursuant to the applicable BonusPlan in the year in which the Executive’s employment terminates, based upon theattainment of the performance objectives applicable thereto for such year andthe percentage of the fiscal year that shall have elapsed through the date ofthe Executive’s termination of employment, payable when such annual bonus wouldhave otherwise been payable had the Executive’s employment not terminated;  (iii) reimbursement for any expenses for which the Executive shallnot have been previously reimbursed, as provided in Section 2(d); and  (iv) payment of Base Salary for a period (the “Severance Period”) oftwelve (12) months immediately following the Termination Date, and following aChange in Control (as defined above), the Severance Period shall be eighteen(18) months immediately following the Termination Date. In addition, followinga Qualifying Change in Control, the Executive shall be entitled to receive anadditional bonus equal to three months’ Base Salary,

 
   payable in a lump sum within 30 days following the date of termination. Theforegoing amounts shall not be subject to reduction in the event that theExecutive obtains new employment during the Severance Period. In order toreceive any such amounts the Executive must provide the Company with aneffective release and waiver agreement releasing any and all claims againstthe Greenfield Entities and not revoke or be in breach of such agreementand, provided further, that in the event of a breach by the Executive of anyof Sections6, 7, 8, or 9 on orafter the Termination Date, the provisions of Section11shall apply.    For purposes of this clause (iv), a “Qualifying Change in Control” shallmean a Change in Control which results in proceeds to the Company or itsshareholders, net of legal, accounting and other transaction fees, of $120million or more in the aggregate.”     Section 3. No Other Amendments. Except as expressly set forth herein, the Agreementremains in full force and effect in accordance with its terms and nothing contained herein shall bedeemed (i) to be a waiver, amendment, modification or other change of any term, condition orprovision of the Agreement (or a consent to any such waiver, amendment, modification or otherchange), or (ii) to entitle the Executive to a waiver, amendment, modification or other change ofany term, condition or provision of the Agreement (or a consent to any such waiver, amendment,modification or other change), or to a consent, in the future in similar or differentcircumstances.     Section 4. Further Assurances. The parties hereto agree to do such further acts andthings, and to execute and deliver such additional conveyances, assignments, agreements andinstruments, as the Company may at any time reasonably request in connection with theadministration and enforcement of this Amendment No. 1.     Section 5. Notices. All notices, demands and requests of any kind to be delivered toany party hereto in connection with this Amendment No. 1 shall be delivered in accordance with thenotice provisions contained in the Agreement.     Section 6. Headings. The headings used herein are for convenience of reference onlyand shall not affect the construction of, nor shall they be taken into consideration ininterpreting, this Amendment No. 1.     Section 7. Counterparts. This Amendment No. 1 may be executed in any number ofseparate counterparts, each of which shall be an original and all of which taken together shallconstitute one and the same instrument.     Section 8. Applicable Law. THIS AMENDMENT NO. 1 SHALL BE GOVERNED BY, AND CONSTRUEDAND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF CONNECTICUT (WITHOUT GIVING EFFECT TOPRINCIPLES OF CONFLICTS OF LAW).[SIGNATURE PAGES FOLLOW]
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     **IN WITNESS WHEREOF**, the parties hereto have caused this Amendment No. 1 to be duly executedand delivered as of the day and year first above written.         **GREENFIELD ONLINE, INC.**           By: */s/Albert Angrisani* Albert Angrisani