Exhibit 10.38
**ACCOUNTS RECEIVABLE FINANCING MODIFICATION AGREEMENT**
     This Accounts Receivable Financing Modification Agreement is entered intoas of October 15, 2004, by and between Greenfield Online, Inc. (the “Borrower”)and Silicon Valley Bank (“Bank”).
1.     DESCRIPTION OF EXISTING INDEBTEDNESS: Among other indebtedness which may beowing by Borrower to Bank, Borrower is indebted to Bank pursuant to, amongother documents, an Accounts Receivable Financing Agreement, dated August 9,2001 by and between Borrower and Bank, as may be amended from time to time,(the “Accounts Receivable Financing Agreement”). Capitalized terms usedwithout definition herein shall have the meanings assigned to them in theAccounts Receivable Financing Agreement.
Hereinafter, all indebtedness owing by Borrower to Bank shall be referred to asthe “Indebtedness” and the Accounts Receivable Financing Agreement and any andall other documents executed by Borrower in favor of Bank shall be referred toas the “Existing Documents.”
2.     DESCRIPTION OF CHANGE IN TERMS.
 A. Modification(s) to Accounts Receivable Financing Agreement:
 1. Item “(H)” under Section 6.3 entitled “AffirmativeCovenants” is hereby amended to read as follows:
(H) Provide Bank with (i) as soon as available, but no laterthan forty five (45) days following each fiscal quarter, acompany prepared balance sheet and income statement, preparedunder GAAP, consistently applied, covering Borrower’soperations during the period, (ii) as soon as available, but nolater than thirty (30) days following each ReconciliationPeriod (or 30 days following each fiscal quarter if nooutstanding Advances exist) an aged listing of accountsreceivable and accounts payable, and (iii) a deferred revenuereport from time to time upon Bank’s request. All of theforegoing shall be in form and substance satisfactory to Bank.
 2. Item “(M)” under Section 6.3 entitled “AffirmativeCovenants” is hereby amended to read as follows:
(M) Borrower shall have EBITDA of not less than $1 for thefiscal quarter ending September 30, 2004 and each fiscalquarter thereafter.
 3. Item “(N)” under Section 6.3 entitled “AffirmativeCovenants” is hereby amended to read as follows:
(N) Maintain its primary operating accounts with Bank and afterDecember 31, 2004 maintain a depository account containing aportion of Borrower’s excess cash (such amount to be determinedbetween Borrower and Bank) with Bank. All necessary transfersshall take place on or before December 31, 2004.
3.     CONSISTENT CHANGES. The Existing Documents are each hereby amended wherevernecessary to reflect the changes described above.
4.     NO DEFENSES OF BORROWER. Borrower agrees that, as of this date, it has nodefenses against the obligations to pay any amounts under the Indebtedness.
5.     CONTINUING VALIDITY. Borrower understands and agrees that in modifying theexisting Indebtedness, Bank is relying upon Borrower’s representations,warranties, and agreements, as set forth in the Existing Documents. Except asexpressly modified pursuant to this Accounts Receivable Financing ModificationAgreement, the terms of the Existing Documents remain unchanged and in fullforce and effect. Bank’s agreement to modifications to the existingIndebtedness pursuant to this Accounts Receivable Financing ModificationAgreement in no way shall obligate Bank to make any future modifications to theIndebtedness. Nothing in this Accounts Receivable Financing ModificationAgreement shall constitute a satisfaction of the Indebtedness. It is theintention of Bank and Borrower to retain as liable parties all makers andendorsers of Existing Documents, unless the party is expressly released by Bankin writing. No maker, endorser, or guarantor will be released by virtue ofthis Accounts Receivable Financing Modification Agreement. The terms of thisparagraph apply not only
 

 

to this Accounts Receivable Financing Modification Agreement, but also to anysubsequent Accounts Receivable Financing modification agreements.
6.     COUNTERSIGNATURE. This Accounts Receivable Financing Modification Agreementshall become effective only when executed by Borrower and Bank.
This Accounts Receivable Financing Modification Agreement is executed as of thedate first written above.       **BORROWER:** **BANK:**       Greenfield Online, Inc. Silicon Valley Bank       By:    /s/ Jonathan A. Flatow By:    /s/ John K. Peck      Name:    Jonathan A. Flatow Name:    John K. Peck      Title:    VP & General Counsel Title:    Relationship Manager