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                                                                   EXHIBIT 10.27

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY
FILED HEREWITH OMITS THE INFORMATION SUBJECT TO THE CONFIDENTIALITY REQUEST.
OMISSIONS ARE DESIGNATED AS [****]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

                              COMMERCIAL AGREEMENT

This Agreement ("Agreement") is made and entered into as of the later of the two
signature dates below (the "Effective Date"), by and between GREENFIELD ONLINE,
INC., ("GFOL") a Delaware corporation with its principal place of business at 21
River Road, Wilton, CT 06897, and MICROSOFT CORPORATION, a Washington
corporation with its principal place of business at One Microsoft Way, Redmond,
WA 98052 ("Microsoft").

WHEREAS, the parties have agreed to enter into a business relationship regarding
an online Market Research Survey Service that will be developed, marketed and
served by GFOL and distributed by Microsoft over its MSN website.

NOW, THEREFORE, in consideration of the mutual promises set forth herein,
Microsoft and GFOL hereby agree as follows:

1.       DEFINITIONS.

         "CHANNEL" means a group of content-related secondary web pages within a
         web site that are devoted to a particular subject (such as Careers,
         Entertainment, News or Travel), the top level page of which group is
         accessed directly from a web site's home page, a web site's fixed
         navigation links and other placements.

         "CLICKS" mean each occurrence when a MSN End Users clicks on any Link
         within MSN and is linked to a Router Page on the Co-Branded Survey
         Site.

         "CO-BRANDED SURVEY SITE" means the GFOL and Microsoft branded Web site,
         developed, maintained and hosted by GFOL at the virtual domain,
         www.surveyrouter.com containing the Router Pages and
         www.greenfieldonline.com Surveys (as defined below).

         "COMMERCIAL RELEASE DATE" means the date on which the Co-Branded Survey
         Site (as defined below) is first made available to End Users.

         "END USER(S)" mean all end users of a web site.

         "KEY CUSTOMER(S)" means customers or partners who provide more than
         $1,000,000 in advertising revenue to Microsoft. Key customers may not
         include Insight Express, Harris Interactive, Decision Analysts, NPD,
         Knowledge Networks, ComScore, Market Tools, e-shearch, Evaluations,
         Survey Sampling, SPSSmr, and the companies owned or controlled by NFO,
         Market Facts, UBM, The Kantar Group, Aegis, Interpublic Group and
         Taylor/Nelson/Sofres

         "LINK" means an embedded icon, object, graphic or text within a web
         page that consists of a hypertext pointer to the Co-Branded Survey
         Site.

         "MSN TEMPLATE" means the MSN Template set forth in Exhibit 1.

         "MSN" means (i) the broadband and narrowband U.S., English language
         version aggregation of Microsoft and third party web sites (as such
         properties may change from

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         time to time in Microsoft's sole discretion), which is currently or
         hereafter marketed by Microsoft as "The Microsoft Network" and/or
         "MSN"; (ii) MSN Vertical Providers (except as provided below), and
         (iii) any successor, replacement or new versions of the foregoing web
         site branded "MSN" or "The Microsoft Network." "MSN" includes all
         versions of MSN that are co-branded with third parties (or their
         successors or replacements) for which Microsoft controls the majority
         of the web site. "MSN" does not include (i) Microsoft Product web sites
         such as www.microsoft.com; (ii) MSN Vertical Providers not controlled
         exclusively by Microsoft (e.g., MSNBC); and (iii) international
         versions of MSN or non-English language versions of MSN (whether
         international or in the U.S.).

         "MSN VERTICAL PROVIDER" means a Microsoft joint venture or third-party
         content provider web site linked to or from the MSN home page or other
         part of MSN (such as a Channel or sub-Channel) during the Term, where
         (i) the branding of the default home page as a result of such Link is
         either co-branded with MSN or controlled exclusively by such Content
         provider, and (ii) the operation of such web site may be controlled
         exclusively by such third party content provider. For example, MSNBC,
         ESPN, WebMD and Expedia are the respective MSN Vertical Providers of
         the "news," "sports," "health" and "travel" Channels on MSN as of the
         Effective Date.

         "PORTAL" means any general interest or specialty subject web site
         available to the public on the internet through direct or password
         protected access, either free or subscription based, that aggregates
         content and services such as search functionality and links to other
         web sites for purposes of advertising or transactional revenue,
         including but not limited to, web sites such as AOL, Yahoo, Lycos,
         Excite or InfoSpace.

         "ROUTER PAGE(S)" means those Co-Branded Survey Site page(s) that host a
         questionnaire which qualifies an End User as a potential survey
         participant.

         "SURVEY(S)" means the market research survey(s) created, marketed and
         made available by GFOL on the Co-Branded Survey Site.

2.       GFOL'S RIGHTS AND OBLIGATIONS. During the Term:

         2.1      GFOL will develop, maintain and host the Co-Branded Survey
                  Site, including but not limited to, the Router Pages and the
                  Surveys;

         2.2      GFOL will, at Microsoft's request, include within each
                  questionnaire on each Router Page, one question provided by
                  Microsoft that is separate and unrelated to the other
                  qualifying questions within the questionnaire;

         2.3      GFOL will display each page of the Co-Branded Survey Site,
                  including but not limited to the Router Pages and pages
                  hosting the Surveys, within the MSN Template, in accordance
                  with the usage guidelines set forth in Exhibit 1;

         2.4      GFOL will ensure that the Co-branded Survey Site complies with
                  the MSN Service Level Agreement ("SLA") set forth in Exhibit
                  2;

         2.5      GFOL will provide a link to the GFOL privacy statement on all
                  Co-Branded Survey Site pages in a manner that makes the
                  privacy statements readily accessible to End Users. The GFOL
                  privacy statements will comply with industry-standard privacy
                  guidelines and practices including, without limitation,
                  guidelines and practices recommended by the Better Business
                  Bureau Online (BBB Online), Online Privacy Alliance and/or
                  TRUSTe. In cases where GFOL asks Survey respondents recruited
                  via MSN for permission to disclose their personally
                  identifiable information to third parties, GFOL [****];

         2.6      GFOL will be responsible for all customer support for End
                  Users of the Co-Branded Survey Site; 2.7 GFOL will bear all
                  costs related to the Co-Branded Survey Sites,

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         2.7      GFOL will bear all costs related to the Co-Branded Survey
                  Sites, including but not limited to, the cost of developing,
                  maintaining and hosting the Survey Site and all customer
                  service costs; and

         2.8      GFOL may, at its sole option, elect to participate in a 30-day
                  trial period of Microsoft's new ad inventory optimization
                  model. Such 30-day trial period must occur within the first 60
                  days of this Agreement. During the trial period, Microsoft
                  will incur the costs of creating the ad inventory and GFOL
                  will pay Microsoft for all Clicks delivered to the Co-Branded
                  Survey Site as set forth in Section 9.

         2.9      GFOL will post surveys on the Co-Branded Survey Site which
                  request participants to provide information concerning their
                  [****].

3.       MICROSOFT'S RIGHTS AND OBLIGATIONS. During the Term:

         3.1      Microsoft will promote the Co-Branded Survey Site on all MSN
                  channels via integrated Links on GFOL's reasonable request.
                  The location of the integrated links on each channel will be
                  determined by Microsoft based on existing and future
                  contractual commitments and editorial considerations.

         3.2      Microsoft will be responsible for the design, content and
                  placement of all such Links on MSN, provided however that (a)
                  Microsoft will appoint at least one producer who will work
                  with GFOL to execute media plans necessary to attract End
                  Users of MSN to the Co-Branded Survey Site; (b) placement of
                  the Links on MSN will be determined based on the demographic
                  profile of qualifying survey respondents needed to complete
                  surveys; and (c) the parties will work together to determine
                  the optimal messaging of the Links for each MSN Channel and in
                  connection with different types of Surveys.

         3.3      Microsoft will work together with GFOL on Surveys requiring
                  customized Links and or customized Link placement within
                  certain MSN Channels. In such cases, GFOL will provide
                  Microsoft with at least one week's prior notice so that
                  Microsoft can create, schedule and launch such customized
                  Links and/or Link placement.

         3.4      Microsoft will bear all costs related to the development,
                  design and placement of Links within MSN.

         3.5      Microsoft may change, revise or redesign the MSN Template from
                  time to time at its sole discretion.

4.       OWNERSHIP. GFOL will own all design, technology, code, and other
         materials provided by GFOL in connection with the Research Surveys and
         the Co-Branded Survey Site. Microsoft will own all design, technology,
         code, and other materials provided by Microsoft in connection with the
         Research Survey and the Co-Branded Survey Site.

5.       PASSPORT. Within 60 days of the Commercial Release Date of MSN's
         rewards program, GFOL will implement Passport on the Co-Branded Survey
         Site so that End Users of the Co-Branded Survey Site can participate in
         all Passport enabled incentives, including without limitation, points
         or reward incentives. GFOL will adopt MSN's rewards program provided
         adoption of the rewards program has a neutral economic impact relative
         to GFOL's existing incentive program.

6.       CLICKS FORECAST. Every [****] GFOL will provide Microsoft with a
         forecast of the maximum number of Clicks that it will require during
         the succeeding [****] period ("Click Forecast"). These Clicks Forecasts
         will include the number of completed Surveys, estimated number of
         Clicks, and general demographic information about the desired Survey
         respondents.

7.       CLICKS GUARANTEE. During the Term of the Agreement, on a quarterly
         basis commencing on the Commercial Release Date, Microsoft will
         guarantee GFOL a minimum of the lesser of (i) the number of Clicks
         Forecast by GFOL for that quarter; and (ii) the number of Guaranteed
         Clicks for that quarter as set forth in Exhibit 3 ("Clicks Guarantee").
         If

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         Microsoft does not meet its Clicks Guarantee for any quarter, then the
         Guaranteed Quarterly Payment due from GFOL to Microsoft for that
         quarter shall be reduced accordingly by $[****] per Click shortfall
         amount. For example, the Clicks Guarantee for Q1 is [****] but if
         Microsoft only delivers [****] Clicks for this quarter, then GFOL's Q1
         Guaranteed Quarterly Payment to Microsoft of $[****] will be reduced by
         $[****] or ($[****] minus (shortfall of [****] Clicks x $[****])).
         Notwithstanding the above, once a year, Microsoft will have the option
         of making up any shortfall of Clicks for any one [****] in the
         succeeding [****].

8.       EXCLUSIVITY. During the Term, Microsoft will be the exclusive Portal
         promoting and distributing GFOL's web surveys. GFOL will not enter into
         any agreement with any other company for distribution or promotion of
         GFOL's web surveys via any other Portal. GFOL's exclusivity obligations
         will expire if (i) during the first [****] after the Commercial Release
         Date, Microsoft fails to meet its Clicks Guarantee as outlined in
         Section 7 for such year period; and (ii) during the previous [****]
         period, GFOL provided Microsoft with revenue which was equal to or
         greater than [****] of GFOL's Guaranteed Quarterly Payments set forth
         in Section 9.3. Additionally, during the Term, GFOL will be Microsoft's
         exclusive third party web survey partner for recruiting Survey
         respondents via integrated content. Microsoft's exclusivity obligations
         shall expire if (i) during the first [****] after the Commercial
         Release Date, Microsoft meets its Clicks Guarantee as outlined in
         Section 7 for this year period; and (ii) during the previous [****]
         period, GFOL failed to provide Microsoft with revenue which was equal
         to or greater than [****] of GFOL's Guaranteed Quarterly Payments set
         forth in Section 9.3. Notwithstanding the above, Microsoft can conduct
         its own web surveys or web surveys on behalf of Key Customers either
         directly or through third parties, provided that such web surveys, or
         recruitment for such web surveys, are not displayed on MSN pages
         containing GFOL's integrated content placements. In addition, Microsoft
         may sell banner advertisements to companies for the purpose of
         recruiting survey respondents for web surveys other than GFOL's
         Surveys, provided that (i) Microsoft does not appoint a producer to
         manage the placement and content of such ads, and (ii) the ads will not
         be displayed on pages displaying GFOL's integrated content placements
         (if such blocking is not technically and economically feasible as of
         the commercial availability of the Service, it will be implemented as
         soon as technically and economically feasible).

9.       PAYMENTS.

         9.1      ADVANCE PAYMENT. GFOL will pay to Microsoft a one-time,
                  non-refundable, advance payment of [****] within forty five
                  (45) days of the Effective Date, which shall be credited
                  toward the Guaranteed Quarterly Payments payable to Microsoft
                  by GFOL under Section 9.3 below.

         9.2      CLICKS PAYMENT. During the Term, on a [****] basis, GFOL will
                  pay Microsoft $[****] for every Click delivered by Microsoft
                  ("Per Click Fee"). The parties will meet [****] after the
                  Commercial Release Date to determine if the ratio of Clicks to
                  completed Surveys has increased beyond the estimation in
                  Exhibit 4. If so, the Per Click Fee for the next [****]
                  quarters will be increased by that same percentage. The Per
                  Click Fee will be evaluated every [****] thereafter and will
                  be adjusted upward or downward for subsequent quarters
                  depending on the current ratio of Clicks to completed Surveys,
                  but in no event will the Per Click Fee be less than $[****].

         9.3      GUARANTEED QUARTERLY PAYMENTS. During the Term, GFOL will
                  guarantee Microsoft the following quarterly payments, provided
                  that Microsoft meets its Clicks Guarantee each quarter as set
                  forth in Section 7:

                  a.       During the first twelve months after the Commercial
                           Release Date, GFOL will guarantee Microsoft quarterly
                           payments as follows: Q1-$[****]; Q2-$[****];
                           Q3-$[****] and Q4-$[****].

                  b.       If the Term is extended, GFOL will guarantee
                           Microsoft quarterly payments of $[****] per quarter.

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         9.4      CAP ON QUARTERLY PAYMENTS. GFOL's quarterly payments to
                  Microsoft will be the greater of the revenue guarantee or up
                  to 110% of the Clicks Forecast multiplied by the then current
                  Click Payment but will not be more than 110% of the Clicks
                  Forecast multiplied by the then current Click Payment.

         9.5      All payments by GFOL to Microsoft shall be made on a quarterly
                  basis during the Term. Microsoft will invoice GFOL on a
                  monthly basis, with all payments due and payable net
                  Forty-five (45) days from the end of each calendar quarter.

10.      REPORTING AUDITS.

         10.1     REPORTING. On a monthly basis, GFOL shall report to Microsoft
                  the following information related to the Co-Branded Survey
                  Site: Router Page views; qualified Surveys respondents; and
                  completed Surveys from the co-branded Survey Site. On a
                  monthly basis, Microsoft shall report to GFOL the number of
                  Clicks, broken down by MSN Channel.

         10.2     AUDITS. Each party will keep all usual and proper records and
                  books of account and all usual and proper entries and other
                  documentation relating to all payments owed or paid by such
                  party, and all revenue, traffic, user and other data and
                  reports submitted or required to be tracked or submitted by
                  such party under this Agreement. During the Term and for a
                  period of one (1) year following the expiration or termination
                  of this Agreement, each party will have the right to cause an
                  audit and/or inspection to be made of such records of the
                  other party in order to verify statements issued by such other
                  party and its compliance with the terms of this Agreement. Any
                  such audit will be conducted: (a) by an independent certified
                  public accountant from a big six accounting firm selected by
                  the auditing party (other than on a contingent fee basis); (b)
                  during regular business hours at the facilities of the party
                  being audited, upon at least thirty (30) days' prior written
                  notice; and (c) no more often than once every twelve (12)
                  months. The party requesting the audit will bear the full cost
                  of the audit except where an audit reveals a payment
                  underreporting discrepancy of greater than five percent (5%),
                  in which case the audited party will bear the full cost of the
                  audit.

11       REPRESENTATIONS AND WARRANTIES; DISCLAIMERS AND LIMITATIONS.

         11.1     Each party hereby represents and warrants as follows:

                  11.1.1   Such party is duly organized and validly existing
                           under the laws of the state of its incorporation and
                           has full corporate power and authority to enter into
                           this Agreement and to carry out the provisions
                           hereof.

                  11.1.2   Such party is duly authorized to execute and deliver
                           this Agreement and to perform its obligations
                           hereunder.

                  11.1.3   This Agreement is a legal and valid obligation
                           binding upon it and enforceable in accordance with
                           its terms.

         11.2     Microsoft further represents and warrants that:

                  11.2.1   All materials delivered by Microsoft to GFOL for use
                           on the Co-Branded Survey Site, including without
                           limitation the MSN Template, do not infringe the
                           copyrights, trademarks, service marks or any other
                           personal or proprietary right of any third party; and

                  11.2.2   Microsoft will not use the GFOL Marks except as
                           provided in this Agreement.

         11.3     GFOL further represents and warrants that:

                  11.3.1   All materials delivered by GFOL to Microsoft for use
                           on MSN, including without limitation GFOL Marks, do
                           not infringe the copyrights,

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                           trademarks, service marks or any other personal or
                           proprietary right of any third party;

                  11.3.2   The Co-Branded Survey Site and all services, content
                           and actions occurring on the Co-Branded Survey Site,
                           including without limitation the Surveys and Router
                           Pages, (other than materials provided by Microsoft),
                           are, and all times will be, in compliance with all
                           applicable laws;

                  11.3.3   The Co-Branded Survey Site and all services, content
                           and/or material contained therein, including without
                           limitation the Surveys and Router Pages, (other than
                           materials provided by Microsoft) are, and at all
                           times will be, of the same quality and nature;

                  11.3.4   To the best of GFOL's knowledge, those portions of
                           any content, service and/or material created by GFOL
                           do not contain any information, instruction or
                           formula that when viewed, followed or used in
                           accordance with their terms by a reasonably prudent
                           person, and subject to any caveats, disclaimers or
                           warnings provided, would place an individual, in a
                           substantial degree of risk of bodily harm; and

                  11.3.5   GFOL will not use the MSN Template except as provided
                           in this Agreement.

         11.4     Effective no later than the Effective Date and throughout the
                  term of this Agreement, GFOL will procure and maintain the
                  following insurance coverage. Such insurance will be in a form
                  and with insurers reasonably acceptable to Microsoft, and will
                  comply with the following minimum requirements:

                  11.4.1   Commercial General Liability Insurance of the
                           Occurrence Form with policy limits of not less than
                           Five Million Dollars ($5,000,000) combined single
                           limit each occurrence for Bodily Injury and Property
                           Damage combined, and Five Million Dollars
                           ($5,000,000) Personal and Advertising Injury Limit;
                           and

                  11.4.2   Errors & Omissions Liability / Professional Liability
                           Insurance with policy limits of not less than Five
                           Million Dollars ($5,000,000) each claim with a
                           deductible of not more than $25,000. Such insurance
                           will include coverage for infringement of proprietary
                           rights of any third party, including without
                           limitation copyright and trademark infringement as
                           related to GFOL's performance under this Agreement.
                           Throughout the term of the Agreement, the Errors &
                           Omissions Liability / Professional Liability
                           Insurance retroactive coverage date will be no later
                           than the Effective Date of this Agreement. Upon
                           expiration or termination of this Agreement, GFOL
                           will maintain an extended reporting period providing
                           that the claims first made and reported to the
                           insurance company within one (1) year after the end
                           of this Agreement will be deemed to have been made
                           during the policy period.

                  11.4.3   Promptly upon execution of the Agreement, GFOL will
                           provide to Microsoft proof evidencing full compliance
                           with the insurance requirements set forth herein.
                           GFOL will notify Microsoft in writing at least thirty
                           (30) days in advance if GFOL's insurance coverage is
                           to be canceled or materially altered so as to not
                           comply with the requirements of this section.

         11.5     DISCLAIMERS. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 11,
                  NEITHER PARTY MAKES ANY REPRESENTATION, WARRANTY OR CONDITION,
                  RELATING TO THEIR RESPECTIVE SITES, ANY MATERIALS, DATA OR
                  CONTENT IT PROVIDES IN CONNECTION HEREWITH, AND ITS PROVISION
                  OF ALL SERVICES HEREUNDER, AND HEREBY DISCLAIMS ANY AND ALL
                  SUCH REPRESENTATIONS, WARRANTIES AND CONDITIONS, EXPRESS OR
                  IMPLIED, WRITTEN OR ORAL, INCLUDING, WITHOUT LIMITATION,
                  WARRANTIES OF NON-INFRINGEMENT, AND THE

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                  IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
                  PARTICULAR PURPOSE, AND WHETHER OR NOT ARISING FROM A COURSE
                  OF DEALING.

         11.6     LIMITATIONS ON LIABILITY. EXCEPT FOR DAMAGES ARISING OUT OF OR
                  AS A RESULT OF (A) A BREACH OF THE NDA REFERENCED IN SECTION
                  13 OR (B) A PARTY'S INDEMNIFICATION OBLIGATION UNDER SECTION
                  12 SOLELY TO THE EXTENT ARISING FROM A THIRD PARTY CLAIM,
                  NEITHER PARTY WILL BE LIABLE HEREUNDER FOR ANY INDIRECT,
                  CONSEQUENTIAL OR INCIDENTIAL DAMAGES (INCLUDING DAMAGES FOR
                  LOST PROFITS, LOST OPPORTUNITIES) OR ANY PUNITIVE OR EXEMPLARY
                  DAMAGES, EVEN IF SUCH PARTY HAS BEEN MADE AWARE OF THE
                  POSSIBILITY OF SUCH DAMAGES (PROVIDED THAT THIS LIMITATION
                  WILL NOT LIMIT EITHER PARTY'S OBLIGATION TO INDEMNIFY THE
                  OTHER PARTY AS SET FORTH IN SECTION 12).

12.      INDEMNIFICATION.

         12.1     OBLIGATION TO INDEMNIFY. Provided that notice has been given
                  as set forth in Section 15, the parties agree to indemnify,
                  defend, and hold each other and their successors, officers,
                  directors and employees harmless from any and all actions,
                  causes of action, claims, demands, costs, liabilities,
                  expenses (including reasonable attorneys' fees) and damages to
                  the extent arising out of or in connection with any claim by a
                  third party which, if true, would be (i) a breach of this
                  Agreement, including without limitation, a breach of any
                  warranty set forth in this Agreement; or (ii) an infringement
                  of the copyright, patent, trademark, trade name, or other
                  intellectual property right of any person related to materials
                  of or provided by the indemnifying party. Provided that notice
                  has been given as set forth in Section 15, GFOL agrees to
                  indemnify, defend, and hold Microsoft and its successors,
                  officers, directors and employees harmless from any and all
                  actions, causes of action, claims, demands, costs,
                  liabilities, expenses (including reasonable attorneys' fees)
                  and damages arising out of or in connection with any claim by
                  an End User or Employer relating to the Co-Branded Survey
                  Site; provided that GFOL will have no obligation to indemnify
                  Microsoft from any and all actions, causes of action, claims,
                  demands, costs, liabilities, expenses (including reasonable
                  attorneys' fees) and damages which are based upon the actions
                  or omissions of Microsoft or the failure by Microsoft to
                  comply with its obligations under this Agreement.

         12.2     INDEMNIFICATION PROCESS. If any action will be brought against
                  either party (the "Claimant") in respect to which indemnity
                  may be sought from the other party (the "Indemnifying Party")
                  pursuant to the provisions of this Section 12, the Claimant
                  will promptly notify the Indemnifying Party in writing,
                  specifying the nature of the action and the total monetary
                  amount sought or other such relief as is sought therein. The
                  Claimant will cooperate with the Indemnifying Party at the
                  Indemnifying Party's expense in all reasonable respects in
                  connection with the defense of any such action. The
                  Indemnifying Party may, upon written notice to Claimant,
                  undertake to conduct all proceedings or negotiations in
                  connection therewith, assume the defense thereof, and if it so
                  undertakes, it will also undertake all other required steps or
                  proceedings to settle or defend any such action, including the
                  employment of counsel, and payment of all expenses. Claimant
                  will have the right to employ separate counsel and participate
                  in the defense; provided that the Indemnifying Party will
                  control the defense. In the event that the parties materially
                  disagree on any aspect of the defense, then the Claimant may
                  elect to pursue its own defense and the Indemnifying Party's
                  indemnification obligation will cease. The Indemnifying Party
                  will reimburse Claimant upon demand for any reasonable
                  payments made or loss suffered by it

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                  at any time after the date of tender, based upon the judgment
                  of any court of competent jurisdiction or pursuant to a bona
                  fide compromise or settlement, approved in writing by the
                  Indemnifying Party, of claims, demands, or actions, in respect
                  to any damages to which the foregoing relates.

13.      CONFIDENTIALITY AND MEDIA COMMUNICATIONS.

         13.1     Microsoft and GFOL agree that the terms of the Microsoft
                  Non-Disclosure Agreement ("NDA") executed by the parties and
                  dated July 2, 2001, will be deemed incorporated herein, and
                  further, that all terms and conditions of this Agreement will
                  be deemed Confidential Information as defined in such NDA.

         13.2     Neither party will issue any press release or make any public
                  announcement(s) relating in any way whatsoever to this
                  Agreement or the relationship established by this Agreement
                  without the express prior written consent of the other party,
                  which consent will not be unreasonably withheld.

         13.3     IF GFOL plans to file the Agreement with the Securities and
                  Exchange Commission or any other securities exchange or
                  market, regulatory authority or similar body, then GFOL must
                  provide Microsoft no less than three (3) business days before
                  the expected date of such filing, a copy of the Agreement and
                  any amendments to the Agreement marked to show the items on
                  which GFOL plans to seek confidential treatment.

14.      TERM AND TERMINATION.

         14.1     TERM. This Agreement will begin on the Effective Date and will
                  continue for a period of one (4) years from the Commercial
                  Release Date, unless earlier terminated as set forth in this
                  Section 14 (the "Term"). At GFOL's option, the Term may be
                  terminated for convenience or otherwise by providing Microsoft
                  notice of its intention to terminate within ninety (90) days
                  in advance of the first anniversary of the Commercial Release
                  Date. This Agreement may be terminated for convenience or
                  otherwise by either party by providing the other with notice
                  of its intention to terminate within ninety (90) days in
                  advance of the second and third anniversary of the Commercial
                  Release Date

         14.2     TERMINATION. This Agreement may be terminated by either party
                  prior to its natural expiration if any of the following events
                  of default occurs:

                  14.2.1   The other party materially breaches this Agreement or
                           the SLA, or any provision hereof or thereof,
                           including failure to pay any amount(s) due hereunder;
                           or

                  14.2.2   The other party becomes insolvent or admits in
                           writing its inability to pay its debts as they
                           mature, or makes an assignment for the benefit of
                           creditors; or

                  14.2.3   A petition under any bankruptcy act, receivership
                           statute, or the like, as they now exist, or as they
                           may be amended, is filed by the other party; or if
                           such a petition is filed by any third party, or an
                           application for a receiver of the other party is made
                           by anyone and such petition or application is not
                           resolved favorably to such party within sixty (60)
                           days.

                  14.2.4   Microsoft fails to meet its Clicks Guarantee for any
                           quarter and does not cure such shortfall during the
                           sixty (60) day notice period required per Section
                           14.5.

         14.3     In addition, Microsoft may terminate this Agreement prior to
                  its natural expiration if GFOL fails to meet its Quarterly
                  Guarantee for any quarter and does not cure such shortfall
                  during the sixty (60) day notice period required per Section
                  14.5.

         14.4     In addition, GFOL may terminate this Agreement prior to its
                  natural expiration if any of the following occur:

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                  14.4.1   During the first six (6) months of the Term, GFOL
                           shall have the one-time option to terminate this
                           Agreement if the percentage of Clicks to Router Page
                           Visits and Router Page Visits to completed Surveys is
                           significantly below the level listed in Exhibit 4. A
                           Router Page Visit is defined as each instance when an
                           End User (i) clicks through to a Router Page; (ii)
                           completes the screening questions on the Router Page;
                           and (iii) clicks the "Take Me To A Survey" button on
                           the Router Page.

                  14.4.2   Pre-Sales Period. In addition, through January 30,
                           2002 GFOL shall use its best commercial efforts to
                           pre-sell the Market Research Survey Service. If,
                           despite these efforts, GFOL is unable to successfully
                           pre-sell the Market Research Survey Service, GFOL may
                           give notice of its intent to cancel this Agreement.
                           The pre-sales period will be deemed successful if on
                           or before its conclusion, GFOL has obtained binding
                           contracts for the sale of at least $[****] worth of
                           services to be rendered through the Co-Branded Survey
                           Site in the first year of its commercial availability

         14.5     Termination under Section 14.2.1, 14.2.4 and 14.3 above will
                  be effective sixty (60) days after written notice of
                  termination given by the non-defaulting party to the
                  defaulting party, if the defaulting party's defaults have not
                  been cured within such sixty (60) day period. Termination
                  under Sections 14.2.2, 14.2.3 and 14.4.2 will be effective
                  upon notice. Termination under Section 14.4.1 above will be
                  effective thirty (30) days from delivery of the written notice
                  of termination. The rights and remedies provided in Section 14
                  will not be exclusive and are in addition to any other rights
                  and remedies provided by law or this Agreement. In the event a
                  non-defaulting party in its discretion elects not to terminate
                  this Agreement under Section 14.1, such election will not be a
                  waiver of any and all claims of that party for such
                  default(s). Further, the non-defaulting party may elect to
                  leave this Agreement in full force and effect and to institute
                  legal action against the defaulting party for specific
                  performance and/or damages suffered by such party as a result
                  of the default(s).

         14.4     RIGHTS AND OBLIGATIONS UPON TERMINATION OR EXPIRATION.
                  Promptly upon termination or expiration of this Agreement GFOL
                  will immediately cease and desist from all use of the MSN
                  Template on the Co-Branded Survey Site.

         14.5     SURVIVAL. The following provisions will survive termination or
                  expiration of this Agreement: Sections 9 through 16.

15.      NOTICES.

         All notices and requests in connection with this Agreement will be
         deemed given as of the day they are received via messenger or delivery
         service, or in the United States mail, postage prepaid, certified or
         registered, return receipt requested, or via facsimile, and addressed
         as follows:

         If to GFOL                                         If to Microsoft

         Jonathan Flatow, General Counsel                   [****]
         21 River Road
         Wilton, CT 06897
         Tel. 203-834-5858
         Fax. 203-846-5749

         A party may change its address by giving the other party written notice
         in the manner set forth above.

16.      GENERAL.

                                       9
<PAGE>

         16.1     GOVERNING LAW/JURISDICTION. This Agreement shall be construed
                  and controlled by the laws of the State of Washington, and
                  GFOL further consents to jurisdiction by the state or federal
                  courts sitting in the State of Washington. Process may be
                  served on either party by U.S. Mail, postage prepaid,
                  certified or registered, return receipt requested, or by such
                  other method as is authorized by law.

         16.2     ATTORNEYS' FEES. If either party employs attorneys to enforce
                  any rights arising out of or relating to this Agreement, the
                  prevailing party will be entitled to recover its reasonable
                  attorneys' fees, costs and other expenses.

         16.3     ENTIRE AGREEMENT/WAIVER. This Agreement constitutes the entire
                  agreement between the parties with respect to the subject
                  matter hereof and supersedes all prior and contemporaneous
                  agreements or communications. This Agreement will not be
                  modified except by a written agreement dated subsequent to the
                  date of this Agreement and signed on behalf of GFOL and
                  Microsoft's by their respective duly authorized
                  representatives. No waiver of any breach of any provision of
                  this Agreement will constitute a waiver of any prior,
                  concurrent or subsequent breach of the same or any other
                  provisions hereof, and no waiver will be effective unless made
                  in writing and signed by an authorized representative of the
                  waiving party.

         16.4     ASSIGNMENT. The agreement between the parties will be binding
                  upon and inures to the benefit of each party's respective
                  successors and lawful permitted assigns, however neither party
                  may assign the agreement, or any rights or obligations under
                  it, whether by contract or by operation of law, except with
                  the express written consent of the other party, which consent
                  will not be unreasonably withheld.

         16.5     SEVERABILITY. In the event that any provision of this
                  Agreement conflicts with governing law or if any provision is
                  held to be null, void or otherwise ineffective or invalid by a
                  court of competent jurisdiction, (i) such provision will be
                  deemed to be restated to reflect as nearly as possible the
                  original intentions of the Parties in accordance with
                  applicable law, and (ii) the remaining terms, provisions,
                  covenants and restrictions of this Agreement will remain in
                  full force and effect.

         16.6     NO JOINT VENTURE. Neither this Agreement, nor any terms and
                  conditions contained herein, will be construed as creating a
                  partnership, joint venture, agency relationship or as granting
                  a franchise.

         16.7     SECTION HEADINGS. The section headings used in this Agreement
                  are intended for convenience only and will not be deemed to
                  affect in any manner the meaning or intent of this Agreement
                  or any provision hereof.

                                       10
<PAGE>

IN WITNESS WHEREOF, the parties have executed and delivered this Test Period
Agreement as of the date written next to their name.

MICROSOFT CORPORATION                               GREENFIELD ONLINE, INC.
("MICROSOFT")                                       ("GFOL")

By /s/ Corey H. Van Arsdale                         By /s/ Dean Wiltse
   -----------------------------                       -------------------------

Name Corey H. Van Arsdale                           Name Dean Wiltse

Title General Manager, new business development     Title CEO

Date 11/28/01                                       Date 11/28/01

                                       11
<PAGE>
                                    EXHIBIT 1

                                  MSN TEMPLATE






<PAGE>

                                    EXHIBIT 2

                           MSN SERVICE LEVEL AGREEMENT

EXECUTIVE OVERVIEW

      This agreement details the service availability of the Co-Branded Pages.

SERVICE AVAILABILITY

      The parties' objective for the Agreement is to establish a record of
service availability, averaged over an annual basis, of 99.5%, or less than 0.5%
failure rate subject to the exceptions below. The service availability will be
measured over a thirty (30) day period (the "Service Availability"). The purpose
of this metric is to establish a baseline objective that meets the parties'
expectations.

      In the event of any material deviation from the Service Availability
objective, as measured over a thirty (30) day period, GFOL shall take the steps
described below under "Technical Support and Problem Escalation" to restore the
level of service for the Co-Branded Pages to a fully operational condition.

      In the event that GFOL does not meet the foregoing Service Availability in
any thirty (30) day period, GFOL shall be required, for an adjacent period of
sixty (60) days, to provide a dedicated person to resolve GFOL's failure to meet
the Service Availability. If, after such sixty (60) day period has expired, GFOL
again fails to meet the Service Availability requirement in any consecutive
thirty (30) day period as set forth above, then for each consecutive thirty (30)
day period GFOL fails to meet such requirement (each an "Additional Failure"),
Microsoft may invoice GFOL for Twenty Five Thousand Dollars ($25,000.00)
("Service Failure Payment"). Such amount shall be due 30 days from the date GFOL
receives such invoice. In the event there are four or more Additional Failures
in any calendar year during the Term, either party may elect to terminate the
Distribution and License Agreement to which this Attachment is attached.
Notwithstanding the foregoing, in the event that, despite such Additional
Failures, the average annual measure of GFOL's Service Availability meets or
exceeds the Service Availability requirements above, Microsoft shall refund any
Service Failure Payments paid by GFOL for the applicable year. The remedies set
forth herein for failure to perform are in addition to any other remedies that
Microsoft may have under the Agreement.

MEASUREMENT

      Microsoft will monitor the availability of the services using appropriate
measurement tools. GFOL Services will be monitored at border routers for the MSN
data centers.

      Microsoft will use third party industry standard systems, such as
Sitescope,
<PAGE>
developed by Freshwater Software, to measure and monitor quality of service.
Microsoft uses Sitescope to measure availability of its own sites, including the
MSN network. Microsoft uses measurements taken at border maters of the MSN data
center for calculating service levels. Availability data from the point of view
of the user is also collected, but this is for informational purposes only and
not to be used for calculation of service availability.

      The GFOL Services listed below will be sampled at two (2) minute intervals
or more often as Microsoft determines in its sole discretion:

                         http://www.greenfieldonline.com

EXPECTATIONS

      Unlike traditional service organizations that provide service level
agreements, Internet services like the GFOL Website are routinely impacted by
events that GFOL may have no control over and which events may negatively impact
the Service Availability. Accordingly, the occurrence of any of the following
events shall constitute an exception to GFOL's obligation to meet the Service
Availability objective specified above:

      1.    An outage of services that is due to the failure or non-performance
            of any equipment, connections, or services that are not under the
            direct control or supervision of GFOL; or

      2.    An outage of services caused by a third party, including MSN, not
            under the direct control or supervision of GFOL, including but not
            limited to, GFOL or its employees, contractors or subcontractors; or

      3.    An outage caused by scheduled routine or preventive maintenance
            unless such maintenance is performed outside of the specified time
            that has been mutually agreed to by the parties (GFOL shall perform
            such routine or preventative maintenance during times that will
            minimize impact to end-users, and the parties agree that such time
            is initially designated as Tuesdays from 3 to 6 a.m. Eastern Time),
            or

      4.    An outage of Services that is caused by an event that is beyond the
            reasonable control of GFOL (e.g., acts of God, acts of any
            government in its sovereign or contractual capacity; fires; floods;
            snowstorms; hurricanes, tornadoes, earthquakes; epidemics;
            quarantine restrictions; wars, riots, rebellions, insurrections or
            civil unrest; strikes or other work stoppages; hacker attacks such
            as "Denial of Service").

OPERATING STANDARDS

      GFOL Operations will maintain a high degree of operational support. The
services that comprise operational support include monitoring the software that
provides the Co-Branded Pages managing the computers that run that software, and
managing the key infrastructure pieces such as the networking architecture and
interact connectivity
<PAGE>
that are required to allow customers to reach and utilize the Co-Branded Pages.

TECHNICAL SUPPORT AND PROBLEM ESCALATION

      This section describes GFOL's process for handling technical support
requests. The process is comprised of three key elements:

            -     Priority level definitions and assignment

            -     Escalation process

            -     Response times

      The technical support request processing details listed below provide the
criteria that should be used to define the four priority levels for a technical
support request made by Microsoft to GFOL.

      GFOL shall cooperate with Microsoft in order to facilitate GFOL's
provision of the Channel on a continuous basis. For example (and by way of
illustration and not limitation), Microsoft shall: (1) promptly notify GFOL (as
described below) when it believes that a problem requiring technical support has
arisen; (2) reasonably cooperate with GFOL with respect to troubleshooting
and/or resolution of the problem; and (3) furnish GFOL with such relevant
information as Match may reasonably require in order to provide technical
support.

PRIORITY LEVEL DEFINITIONS AND ASSIGNMENTS

      With Microsoft's input, GFOL will assign each technical support request a
priority level based on the criteria listed below.

        PRIORITY                           CRITERIA AND EXAMPLES
--------------------------------------------------------------------------------
IMMEDIATE                CRITERIA:

                              -   One of the following web sites is unavailable:

                         HTTP://WWW.SURVEYROUTER.COM

                         HTTP://WWW.GREENFIELDONLINE.COM
                         ADDRESS FOR AWARD REDEMPTION PAGE
                         (DOES NOT EXIST YET)

                              -   Service malfunction is causing serious
                                  disruption to the normal operation
                                  capabilities as seen by Microsoft MSN users
                                  and/or Microsoft's Operations Team.

                         EXAMPLES:

                              -   Page is unavailable
<PAGE>
                              -   Significant functionality on web sites is
                                  unavailable due to broken links or otherwise
                                  malformed web content.
--------------------------------------------------------------------------------
HIGH                     CRITERIA:

                              -   Obvious and significant flaw in quality of at
                                  GFOL Property or Service apparent to fifty
                                  percent (50%) or more of Microsoft/MSN users.

                              -   Obvious and significant flaw in quality of
                                  Property or Service that produces errors or
                                  degrades performance of Microsoft Ads Serving
                                  Engine

                         EXAMPLES:

                              -   Content feeds are frequently unavailable

                              -   Content feeds are continually errant

                              -   Partner URL is incorrectly coded for serving
                                  Microsoft-served Ads and results in scripting
                                  errors that degrade the
                                  performance/availability of Ads Servers.

                              -   Certain security-related issues
--------------------------------------------------------------------------------
NORMAL                   CRITERIA:

                              -   Problem with any Property or Service that is
                                  inconvenient but can be worked around or
                                  affects less than twenty-five percent (25%) of
                                  Microsoft/MSN users.

                         EXAMPLES:

                              -   A particular piece of content is unavailable.
--------------------------------------------------------------------------------
PROJECT                  CRITERIA:

                              -   System enhancement or improvement requests
                                  that can be planned into a normal release
                                  cycle. These requests are presented to program
                                  management for assessment and prioritization
                                  into the release schedule.

                         EXAMPLES:

                              -   Request for a new information service that is
                                  not part of a current service.

                              -   Request for a new report type or report
                                  format.
<PAGE>
      If GFOL discovers problems of immediate or high priority; GFOL will notify
Microsoft Service Operations Center (SOC) as soon as possible using commercially
reasonable efforts.

      GFOL may, upon consultation with MSN, downgrade the priority level of a
problem if GFOL determines, in good faith, that the problem does not meet the
priority level first assigned to it by Microsoft.

ESCALATION PROCEDURES

      In the event that Microsoft discovers a problem, the following process
should be used for problem resolution call escalation.

      Microsoft shall provide GFOL with a list of authorized personnel (the
"Authorized Microsoft Representatives") who are authorized to contact GFOL,
which person(s) shall have the technical capability and authority to make
appropriate decisions on behalf of MSN. Microsoft shall be responsible for
providing GFOL with updated information (as necessary) regarding such authorized
personnel. GFOL shall have no obligation to take any action based upon a report
from any person purporting to represent Microsoft unless such person is an
Authorized Microsoft Representative and can provide sufficient information (i.e.
password) to verify his or her identity.

      In order to minimize confusion, maintain security, and streamline the
communications between Microsoft and GFOL, when reporting a problem or when
following up on a problem, the Microsoft Authorized Representative shall provide
GFOL contact with the following information:

      1.    The GFOL name and particular service(s) that is (are) experiencing a
            problem;

      2.    The name of the Authorized Microsoft Representative who is making
            the report;

      3.    The prearranged mutually agreed upon password (initially
            "__________") for verification;

      4.    An E-mail notification address or alias to facilitate communication;

      5.    All relevant detail information regarding the problem; and

      6.    Other pertinent contact information, which shall include but not be
            limited to, a telephone number and or a pager number for the
            Authorized Microsoft Representative.

      As described in greater detail below under "Response Time Targets," GFOL
representative will: (1) provide the Authorized Microsoft Representative with a
problem tracking number; (2) work through the GFOL-established escalation
process to facilitate timely resolution of the problem; and (3) provide the
Authorized Microsoft Representative with updated information specific to the
problem.
<PAGE>
      It should be understood that the Authorized Microsoft Representative does
not have the authority to instruct GFOL to perform any direct action concerning
any equipment, software or network that constitute the GFOL Service. Similarly,
it should be understood that no GFOL representative has the authority to
instruct Microsoft to perform any direct action concerning any equipment,
software or network that constitutes the MSN service.

RESPONSE TIME TARGETS

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------
      PRIORITY            INITIAL RESPONSE          UPDATE INTERVAL         RESOLUTION GOAL
----------------------------------------------------------------------------------------------
<S>                    <C>                         <C>                    <C>
Immediate              60 minutes or less          Every 2 hours          4 hours
----------------------------------------------------------------------------------------------
High                   60 minutes or less          Every 4 hours          8 hours
----------------------------------------------------------------------------------------------
Normal                 1 business day or less      Weekly                 1 week or less
----------------------------------------------------------------------------------------------
Project                1 business day or less      Weekly                 Next product release
----------------------------------------------------------------------------------------------
</TABLE>

      GFOL will use commercially reasonable efforts to meet the above Response
Time Targets.

      If a Resolution Goal is not met, an advisory will be provided to
Microsoft's contact point. In, "Immediate" priority situations where Resolution
Goals are not met, GFOL will provide contact information to extend the
escalation path up through executive management.

INITIAL RESPONSE

      Initial response is defined as the first contact provided to Microsoft
after the Authorized Microsoft Representative has submitted a service request
through the above-mentioned escalation procedure. This response may be in the
form of an email message, phone call, or personal acknowledgement and will
normally contain the service request number for tracking purposes.

UPDATE INTERVAL

      The update interval is defined as any communication between Match support
or product team and Microsoft where the status and plan of action for the
service request is communicated. The purpose of these updates is to keep
Microsoft informed of the progress being made to resolve the problem reported
through the service request, to gather additional details for support or
troubleshooting purposes, or to communicate a resolution of the problem, to
Microsoft.
<PAGE>
CONTACT NAMES AND PHONE NUMBERS

      In order to keep communication lines open between both companies, the
following information is required. Microsoft in turn will provide GFOL with our
escalation contact information.

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------
TIER SUPPORT           NAME                       EMAIL                       PHONE NUMBERS
-----------------------------------------------------------------------------------------------
<S>               <C>                   <C>                               <C>
   Tier 1         Support Center        websupport@greenfield.com         Work: (203) 846-5888
                                                                          Cell:
                                                                          Pager:
                                                                          Home:
-----------------------------------------------------------------------------------------------
   Tier 2         Adam Fleisher         afleisher@greenfield.com          Work: (203) 846-5837
                                                                          Cell:  (203) 521-9888
                                                                          Pager:
                                                                          Home:
-----------------------------------------------------------------------------------------------
   Tier 3         Alex Grinberg         agrinberg@greenfield.com          Work: (203) 846-5860
                                                                          Cell:  (203) 984-5813
                                                                          Pager:
                                                                          Home: (203) 926-0239
-----------------------------------------------------------------------------------------------
</TABLE>
<PAGE>

EXHIBIT 3

                                GUARANTEED CLICKS

<TABLE>
<CAPTION>
                                                                                              ALL FUTURE
                      Q1                 Q2                  Q3                 Q4             QUARTERS
                    -------           -------          --------------     --------------    --------------
<S>                 <C>               <C>               <C>               <C>               <C>
GFOL GUARANTEED
QUARTERLY PAYMENT   $[****]           $[****]           $[****]           $[****]           $[****]
PER CLICK FEE       $[****]           $[****]           TBD               TBD               TBD
MSN CLICKS
GUARANTEE           [****]            [****]            TBD (GFOL         TBD(GFOL          TBD(GFOL
                                                        GUARANTEED        GUARANTEED        GUARANTEED
                                                        QUARTERLY         QUARTERLY         QUARTERLY
                                                        PAYMENTS / PER    PAYMENTS / PER    PAYMENTS / PER
                                                        CLICK FEE), BUT   CLICK FEE), BUT   CLICK FEE), BUT
                                                        NO MORE THAN      NO MORE THAN      NO MORE THAN
                                                        [****]            [****]            [****]
</TABLE>

<PAGE>

                                   EXHIBIT 4

Ratio of Clicks to Router Pages Visits and Router Page Visit to completed
Surveys

Ratio of Clicks to Router Page Visit equals [****] Clicks for each Router Page
Visit

Ratio of Clicks to completed Surveys equals [****] Clicks for each completed
Survey

<PAGE>

Microsoft Confidential                                                 911 Gifts

                                 AMENDMENT NO. 1

This AMENDMENT NUMBER 1 ("Amendment No. 1") to the Commercial Agreement (the
"Agreement") is made by and between GREENFIELD ONLINE, INC. ("GFOL") and
MICROSOFT CORPORATION ("Microsoft").

Microsoft and GFOL hereby agree to modify the Agreement as follows:

1.       Section 2.10 is hereby added as follows:

         2.10     With regard to all contests and/or sweepstakes held by GFOL on
                  the Co-Branded Survey Site (collectively the "Sweepstakes"),
                  GFOL will:

                  a.       Coordinate and administer submission of all
                           Sweepstakes;;

                  b.       Draft the Sweepstakes rules ("Official Rules") and
                           submit the Official Rules to Microsoft for review and
                           approval at least thirty (30) days prior to launch of
                           the Sweepstakes;

                  c.       Assure state registration of the Sweepstakes, if
                           required;

                  d.       Evaluate and technically validate entries to the
                           Sweepstakes;

                  e.       Select Sweepstakes winner and verify Sweepstakes
                           winners and their eligibility to win prizes;

                  f.       Notify Sweepstakes winners and obtain affidavits of
                           eligibility and publicity releases in a form approved
                           by Microsoft;

                  g.       Insure accuracy of all representations made in
                           connection with the Sweepstakes;

                  h.       Assure compliance with the Microsoft-approved rules
                           and all applicable federal, state or local laws and
                           regulations;

                  i.       Report the names and addresses of all Sweepstakes
                           winners and dates the prizes awarded by Microsoft
                           were delivered to all applicable government
                           authorities as required by law, including, without
                           limitation, the federal Internal Revenue Service and
                           all applicable state and local taxing authorities;
                           and

                  j.       File all tax forms (e.g., IRS Form 1099) for
                           Sweepstakes prize winners as required by law.

2        Section 11.3 is hereby modified as follows (amendments in italics):

         11.3     GFOL further represents and warrants that:

                  11.3.1   All materials delivered by GFOL to Microsoft for use
                           on MSN, including without limitation GFOL Marks, do
                           not infringe the copyrights, trademarks, service
                           marks or any other personal or proprietary right of
                           any third party;

                  11.3.2   The Co-Branded Survey Site and all services, content
                           and actions occurring on the Co-Branded Survey Site,
                           including without limitation the Surveys, Router
                           Pages and Sweepstakes (other than materials provided
                           by Microsoft), are, and all times will be, in
                           compliance with all applicable laws;

                  11.3.3   The Co-Branded Survey Site and all services, content
                           and/or material contained therein, including without
                           limitation the Surveys, Router Pages and Sweepstakes
                           (other than materials provided by Microsoft) are, and
                           at all times will be, of the same quality and nature;

                  11.3.4   All Sweepstakes will be conducted in compliance with
                           the Microsoft-approved Official Rules and all
                           applicable federal, state or local laws;

                  11.3.5   To the best of GFOL's knowledge, those portions of
                           any content, service and/or material created by GFOL
                           do not contain any information, instruction or
                           formula that when viewed, followed or used in
                           accordance

<PAGE>

Microsoft Confidential                                                 911 Gifts

                           with their terms by a reasonably prudent person, and
                           subject to any caveats, disclaimers or warnings
                           provided, would place an individual, in a substantial
                           degree of risk of bodily harm; and

                  11.3.6   GFOL will not use the MSN Template except as provided
                           in this Agreement.

Except as specifically modified herein or in prior amendments, all other terms
and conditions of the Agreement shall remain in full force and effect.

WHEREBY the parties enter into this Amendment as of the later of the two
signatures dates below ("the Effective Date of this Amendment Number 1").

      MICROSOFT CORPORATION                  GREENFIELD ONLINE, INC.

By (Signature) /s/ David Britain                 /s/ Dean Wiltse
               ----------------------        -----------------------------------

Name: David Britain                                Dean Wiltse
(Print Clearly)

Title: Bus. Dev. Mgr.                                 CEO

Date: 4/2/02                                         03/26/02

<PAGE>

                                 AMENDMENT NO. 2
                           TO THE COMMERCIAL AGREEMENT

This AMENDMENT NUMBER NO. 2 ("Amendment No. 2") to the Commercial Agreement (the
"Agreement") is made by and between GREENFIELD ONLINE, INC. ("GFOL") and
MICROSOFT CORPORATION ("Microsoft").

WHEREAS, the parties entered into a Commercial Agreement on November 28, 2001,
regarding an online Market Research Survey Service to be developed marketed and
serviced by GFOL and distributed by Microsoft over the Microsoft Network.

WHEREAS, the parties desire to enter into this Addendum to provide for the
development, marketing and sale of an "Entertainment Panel" comprised of
individuals recruited on the Microsoft Network. Terms not otherwise defined
herein will have the meaning ascribed to them in the Commercial Agreement.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained
herein, the parties agree as follows:

1.       The following definitions will be added to Section 1:

         "ACTIVE ENTERTAINMENT PANEL MEMBER" means a Valid Entertainment Panel
         Member who has taken at least one Entertainment Related Survey within
         the past thirty (30) day period.

         "ENTERTAINMENT PANEL" means the collection of individuals who have
         signed-up and opted-in to receive invitations from GFOL to take
         entertainment-related online surveys.

         "ENTERTAINMENT PANEL GROSS REVENUE" means gross revenue earned by GFOL
         for Entertainment Panel Members completing Entertainment Related
         Surveys.

         "ENTERTAINMENT PANEL MEMBER" means an individual who has signed-up to
         become a member of the Entertainment Panel.

         "ENTERTAINMENT PANEL SIGN-UP PAGE" means the GFOL web page where
         individuals may sign-up to become a member of the Entertainment Panel.

         "ENTERTAINMENT RELATED SURVEYS" mean surveys related specifically to
         the following:

         i.       trailers, storyboards, concepts, sound tracks, advertising and
                  promotional materials related to motion pictures;

         ii.      pilots, trailers, storyboards, concepts, advertising and
                  promotional materials for television programs;

                                       1
<PAGE>

         iii.     television commercials, storyboards and concepts therefore;

         iv.      music videos, storyboards and concepts therefore;

         v.       the recording industry, including musical recordings, artwork,
                  advertising and promotional materials;

         vi.      video games, including graphics, story lines, concepts,
                  artwork, advertising and promotional materials; and,

         "INITIAL RECRUITMENT PERIOD" means the period of time commencing when
         Microsoft first published links to the Entertainment Panel Sign-up Page
         on MSN and ending when the number of Valid Entertainment Panel Members
         reaches [****].

"QUALIFYING SURVEY" means a survey taken by an Entertainment Panel Member which
GFOL receives payment for from a third party.

         "QUALIFYING SURVEY FEE" MEANS the $[****] fee paid by GFOL to Microsoft
         in connection with each Qualifying Survey taken by an Entertainment
         Panel Member.

         "RECRUITING FEE" means the $[****] fee paid by GFOL to Microsoft for
         each Entertainment Panel Member recruited by Microsoft via links
         displayed within MSN.

         "VALID ENTERTAINMENT PANEL MEMBER" means an Entertainment Panel Member
         that (i) has completed GFOL's double opt-in process for joining the
         Entertainment Panel; (ii) has not removed themselves from the
         Entertainment Panel; and (iii) whose email address on record with GFOL
         is valid.

2.       Section 2.11 is hereby added as follows:

         2.11     The Entertainment Panel. GFOL will:

                  a.       Develop, host and maintain the Entertainment Panel
                           Sign-up Page on its servers and be solely responsible
                           for all customer support. The form and content of the
                           Entertainment Panel Sign-up Page will be materially
                           similar to the mock-up attached as Exhibit 5;

                  b.       Be solely responsible for (i) all aspects involved in
                           signing up Entertainment Panel Members via the
                           Entertainment Panel Sign-up Page and (ii) any
                           incentive or other payment to Entertainment Panel
                           Members;

                  c.       As soon as reasonably practical after the redesign of
                           GFOL's database on the .Net platform (anticipated to
                           be in August, 2002), adopt and utilize Microsoft
                           Passport for all

                                       2
<PAGE>

                           Entertainment Panel Member authentication and sign-in
                           functionalities and will include Microsoft Passport
                           in the initial Entertainment Panel screening process;

                  d.       Offer all media on the Entertainment Panel Sign-up
                           Page in Microsoft's WindowsMedia technology;

                  e.       May only use the Entertainment Panel for the sole
                           purpose of requesting Entertainment Panel Members to
                           fill out Entertainment Related Surveys;

                  f.       Segregate the Entertainment Panel from its other
                           online panels and shall not integrate or utilize the
                           Entertainment Panel Members for its other online
                           panels (provided that this restriction will not apply
                           to those Entertainment Panel Members who are or
                           become a member of GFOL's other panels, it being
                           agreed that GFOL will not specifically target
                           Entertainment Panel Members to sign up for GFOL's
                           other panels); and

                  g.       During the Initial Recruitment Period, provide
                           Microsoft with weekly reports concerning (i) the
                           number of new Entertainment Panel Members joining the
                           Entertainment Panel during the reporting period; (ii)
                           the cumulative number of Entertainment Panel Members,
                           (iii) the total and average number of Valid
                           Entertainment Panel Members; (iv) the total number of
                           Active Entertainment Panel Members; and (v) the
                           number of Entertainment Related Qualifying Surveys
                           completed by Entertainment Panel Members during the
                           reporting period. After the Initial Recruitment
                           Period, GFOL will provide Microsoft with monthly
                           reports, as detailed above, due within ten (10) days
                           after the end of each calendar month.

                  h.       Obtain Microsoft's prior approval with respect to any
                           newsletters GOFL sends to Entertainment Panel
                           Members.

3.       Section 3.6 is hereby added as follows:

         3.6      The Entertainment Panel. Microsoft will:

                  a.       Promote the Entertainment Panel via links within MSN.
                           The creation, content, size and placement of all
                           links shall be within Microsoft's sole discretion,
                           provided however that the links shall link MSN end
                           users directly to the Entertainment Panel Sign-up
                           Page, The parties agree that the goal of displaying
                           these links within MSN is to attract [****]
                           individuals appropriate for membership in the
                           Entertainment Panel. Microsoft shall be responsible
                           for all costs associated with displaying these links
                           within MSN; and

                  b.       Work with GFOL to modify Microsoft's placement of
                           links within MSN to the Entertainment Panel Sign-up
                           Page if the

                                       3
<PAGE>

                           number of Valid Entertainment Panel Members falls
                           below an average of [****] in any given month after
                           the Initial Recruitment Period, or the number of
                           Active Entertainment Panel Members falls below [****]
                           in any given month after the Initial Recruitment
                           Period.

                  c.       At it's option, host an intermediate page (i.e. end
                           users of MSN who click on links to the Entertainment
                           Panel within MSN will first link to a page within
                           MSN; all subsequent links on this intermediate page
                           will link to the Entertainment Panel Sign-up Page).

4.       Section 9.6 is hereby added as follows:

         9.6      ENTERTAINMENT PANEL PAYMENTS. GFOL shall pay Microsoft a
                  $[****] Recruiting Fee per new Entertainment Panel Member
                  recruited via links displayed within MSN. Additionally, GFOL
                  will pay Microsoft a $[****] Qualifying Survey Fee for each
                  Entertainment Related, Qualifying Survey completed by an
                  Entertainment Panel Member. Any Entertainment Panel payments
                  made by GFOL to Microsoft under this Section 9.6 will not be
                  credited toward the Guaranteed Minimum Payments detailed in
                  Section 9.3 or the Cap on Quarterly Payments outlined in
                  Section 9.4.1 of the Agreement. At the end of each three-month
                  period during the Term of Addendum No. 2, GFOL will receive a
                  credit against all Qualifying Survey Fees due to Microsoft
                  equal to the amount of Recruiting Fees due to Microsoft for
                  the same three-month period. If the Recruiting Fees due to
                  Microsoft in any three month period are in excess of the
                  Qualifying Survey Fees due to Microsoft for a three month
                  period, that excess amount will be carried forward into
                  succeeding three month periods as a credit against Qualifying
                  Survey Fees.

5.       Section 14.1 is hereby modified as follows (amendments in italics):

         14.1     TERM. This Agreement will begin on the Effective Date and will
                  continue for a period of four (4) years from the Commercial
                  Release Date, unless earlier terminated as set forth in this
                  Section 14 (the "Term"). At GFOL's option, the Term may be
                  terminated for convenience or otherwise by providing Microsoft
                  notice of its intention to terminate within ninety (90) days
                  in advance of the first anniversary of the Commercial Release
                  Date. This Agreement may be terminated for convenience or
                  otherwise by either party by providing the other with notice
                  of its intention to terminate within ninety (90) days in
                  advance of the second and third anniversary of the Commercial
                  Release Date. This Amendment No. 2 may be terminated by
                  Microsoft at any time, without cause, upon ninety

                                       4
<PAGE>

                  (90) days prior written notice to GFOL, and such termination
                  will apply to this Amendment No. 2 only. Upon such termination
                  of Amendment No. 2, the Agreement will remain in effect until
                  the expiration of the Term, unless earlier terminated as set
                  forth in Section 14 of the Agreement.

6.       Section 14.4 is hereby modified as follows (amendments in italics):

         14.4     RIGHTS AND OBLIGATIONS UPON TERMINATION OR EXPIRATION.
                  Promptly upon termination or expiration of this Agreement GFOL
                  will immediately cease and desist from all use of the MSN
                  Template on the Co-Branded Survey Site and will delete all
                  personally identifiable information regarding Entertainment
                  Panel Members from its database and cease using the
                  Entertainment Panel.

7.       A new Exhibit 5 is hereby added (see attached Exhibit 5).

Except as specifically modified herein or in prior amendments, all other terms
and conditions of the Agreement shall remain in full force and effect.

WHEREBY the parties enter into this Amendment as of the later of the two
signatures dates below ("the Effective Date of this Amendment Number 2").

MICROSOFT CORPORATION                             GREENFIELD ONLINE, INC.
("MICROSOFT")                                     ("GFOL")

By /s/ David Britain                              By /s/ Dean Wiltse
   ------------------------------                    ---------------------------

Name  David Britain                               Name  Dean Wiltse

Title Bus. Dev. Mgr.                              Title CEO

Date  May 15, 2002                                Date  May 10, 2002

                                       5
<PAGE>

                                 AMENDMENT NO. 3
                           TO THE COMMERCIAL AGREEMENT

This AMENDMENT NUMBER NO. 3 ("Amendment No. 3") to the Commercial Agreement is
entered into by GREENFIELD ONLINE, INC. ("GFOL") and MICROSOFT CORPORATION
("Microsoft").

The parties entered into a Commercial Agreement on November 28, 2001, regarding
an online Market Research Survey Service to be developed marketed and serviced
by GFOL and distributed by Microsoft over the Microsoft Network.

The parties agree as follows:

1.       The following definition in Section 1 of the Agreement is hereby
         modified as follows (amendments in italics):

         "SURVEY(S)" means the market research survey(s) created by GFOL, or
         created by third parties as permitted by GFOL, and marketed and made
         available by GFOL on the Co-Branded Survey Site. GFOL will ensure that
         all Surveys created by third parties that GFOL markets and makes
         available on the Co-Branded Survey Site will be of comparable or higher
         quality than the Surveys created by GFOL.

2.       Termination of Amendment No. 3. The rights, obligations and duties
         imposed on the parties by Amendment No. 3 may be terminated by
         Microsoft at any time: (i) upon fifteen (15) days written notice to
         GFOL if GFOL breaches this Amendment No. 3 and fails to cure such
         breach within the fifteen day notice period; or (ii) without cause,
         upon thirty (30) days prior written notice to GFOL. Termination under
         this Section will apply to this Amendment No. 3 only and upon such
         termination, the Agreement will remain in full force and effect until
         the expiration of the Term, unless earlier terminated as set forth in
         Section 14 of the Agreement. Upon notice of termination under this
         Section, GFOL will use best efforts to remove all third party provided
         Surveys from the So-Branded Survey Site, provided however that GFOL
         will be allowed to continue posting Surveys created by third parties to
         the Co-Branded Survey Site for up to sixty (60) days beyond the
         effective date of termination in order to meet contractual commitments
         entered into by GFOL prior to receipt of a termination notice.

Except as specifically modified herein or in prior amendments, all other terms
and conditions of the Agreement will remain in full force and effect.

                                       1
<PAGE>

WHEREBY the parties enter into this Amendment as of the later of the two
signatures dates below ("Effective Date of Amendment No. 3").

MICROSOFT CORPORATION                            GREENFIELD ONLINE, INC.
("MICROSOFT")                                    ("GFOL")

By /s/ David Britain                             By /s/ Dean Wiltse
   -------------------------------                  ----------------------------

Name  David Britain                              Name  Dean Wiltse

Title Business Development Manager               Title President and CEO

Date  6/17/02                                    Date  May 10, 2002

                                       2
<PAGE>

                                 AMENDMENT NO. 4
                           TO THE COMMERCIAL AGREEMENT

This AMENDMENT NUMBER NO. 4 ("Amendment No. 4") to the Commercial Agreement is
entered into by GREENFIELD ONLINE, INC. ("GFOL") and MICROSOFT CORPORATION
("Microsoft") and is effective as of October 1, 2002 ("Amendment No. 4 Effective
Date").

WHEREAS: The parties entered into a Commercial Agreement on November 28, 2001,
regarding an online market research survey service to be developed, marketed and
maintained by GFOL and distributed by Microsoft over the Microsoft Network.

WHEREAS: The parties desire to modify the Commercial Agreement to allow GFOL to
recruit General Panel Members to participate in online marketing research
Surveys of a commercially reasonable nature via any source, including the
Microsoft Network.

The parties agree as follows:

1.       The following definitions in Section 1 of the Agreement are hereby
         added or modified as follows:

         "ACTIVE GENERAL PANEL MEMBER" means a Valid General Panel Member who
         has taken at least one (1) Survey within the past thirty (30) day
         period.

         "GENERAL PANEL" means the group of individuals recruited by GFOL via
         any source, including MSN, who have opted-in to take online marketing
         research Surveys of a commercially reasonable nature. General Panel
         Members recruited via MSN must be at least eighteen (18) years of age.
         Surveys presented to General Panel Members recruited via MSN will not
         contain any question or material that is profane, obscene, hateful,
         illegal or discriminatory.

         "GENERAL PANEL SIGN UP PAGE" means the web page within the Co-Branded
         Survey Site used to recruit General Panel Members.

         "INITIAL RECRUITMENT PERIOD" means in connection with the Entertainment
         Panel the period of time commencing when Microsoft first published
         Links to the Entertainment Panel Sign-up Page on MSN and ending when
         the number of Valid Entertainment Panel Members reaches [****], and in
         connection with the General Panel, the period of time commencing when
         Microsoft first published Links on MSN to the Co-Branded Survey Site,
         acting as a recruiting vehicle for the General Panel, and ending when
         the

                                       1
<PAGE>

         number of Valid General Panel Members reaches [****], but in no event
         beyond March 31, 2003.

         "MSN DOLLARS PROGRAM" means the incentive mechanism used to recruit and
         compensate General Panel Members recruited via MSN.

         "QUALIFYING SURVEY" means (i) in connection with the Entertainment
         Panel, a Survey taken by an Entertainment Panel Member and which GFOL
         receives payment from a third party, and (ii) in connection with the
         General Panel, a Survey taken by a General Panel Member recruited via
         MSN and which GFOL receives payment from a third party.

         "QUALIFYING SURVEY FEE" means (i) in connection with the Entertainment
         Panel the [****] fee paid by GFOL to Microsoft in connection with each
         Qualifying Survey taken by an Entertainment Panel Member, and (ii) in
         connection with the General Panel the [****] fee paid by GFOL in
         connection with each Qualifying Survey taken by a General Panel Member
         recruited via MSN.

         "RECRUITING FEE" means the [****] fee paid by GFOL to Microsoft for
         each Entertainment Panel Member and each General Panel Member recruited
         by Microsoft via Links displayed within MSN.

         "VALID GENERAL PANEL MEMBER" means a General Panel Member that (i) has
         completed GFOL's double opt-in process for joining the General Panel;
         (ii) has not removed themselves from the General Panel; (iii) whose
         email address on record with GFOL is valid, and (iv) has not previously
         registered to become a member of any other GFOL panel, including the
         Entertainment Panel, within the past twelve months.

         "PANEL MEMBER(S)" means those individuals recruited by GFOL via the
         Co-Branded Survey Site or other means via MSN, who opt-in to be members
         of a marketing research panel, owned and operated by GFOL and receive
         invitations from GFOL to take Surveys.

         "PORTAL" means any general interest subject web site available to the
         public on the Internet through direct or password protected access,
         either free or subscription based, that aggregates content and services
         such as search functionality and Links to other web sites for purposes
         of advertising or transactional revenue, including but not limited to,
         web sites such as AOL, Yahoo, Terra Lycos, Excite, iWon or Google.

                                       2
<PAGE>

         "ROUTER PAGE(S)" means those Co-Branded Survey Site page(s) that host a
         questionnaire which qualifies an End User as a potential Survey
         participant or, at GFOL's option, recruits an End User into the General
         Panel.

3.       Termination of Amendment No. 4. The rights, obligations and duties
         imposed on the parties by Amendment No. 4 may be terminated only in
         accordance with the terms of Section 14.

4.       Section 2.11 is hereby added as follows:

2.11     With regard to the General Panel Recruiting, GFOL will:

                  2.11.1   Develop, host and maintain the General Panel Sign-up
                           Page as part of the Co-Branded Survey Site on its
                           servers and be solely responsible for all customer
                           support. The form and content of the General Panel
                           Sign-up Page will be materially similar to the
                           mock-up set forth on Exhibit 5.

                  2.11.2   Be solely responsible for (i) all aspects involved in
                           recruiting General Panel Members and (ii) payment of
                           any incentive or other payment to General Panel
                           Members.

                  2.11.3   Permanently identify all General Panel Members
                           recruited via the Co-Branded Survey Site as having
                           been recruited via MSN.

                  2.11.4   During the Initial Recruitment Period for the General
                           Panel, provide Microsoft with weekly reports
                           containing (i) the number of new General Panel
                           Members recruited via MSN and joining the General
                           Panel during the reporting period; (ii) the
                           cumulative number of General Panel Members recruited
                           via MSN, (iii) the total and average number of Valid
                           General Panel Members recruited via MSN; (iv) the
                           total number of Active General Panel Members
                           recruited via MSN; and (v) the number of Qualifying
                           Surveys completed by General Panel Members and
                           Entertainment Panel Members recruited via MSN during
                           the reporting period. After the Initial Recruitment
                           Period, GFOL will provide Microsoft with monthly
                           reports, as detailed above, due within ten (10) days
                           after the end of each calendar month.

                  2.11.5   Track the number of times General Panel Members
                           recruited via MSN are emailed invitations to take
                           Surveys, track the number of Surveys initiated by
                           General Panel Members

                                       3
<PAGE>

                           recruited via MSN and track the number of Qualified
                           Surveys completed by General Panel Members recruited
                           via MSN.

                  2.11.6   MSN Dollars. Implement the MSN Dollars Program upon
                           commercially reasonable terms to be agreed upon
                           between the parties.

                  2.11.7   Once a quarter during the Term provide Microsoft with
                           completed Surveys via the General Panel for one (1)
                           marketing research study authored by MSN of no more
                           than five hundred (500) participants, with an
                           incidence of greater than sixty percent (60%) and of
                           no more than five hundred (500) participants that is
                           no longer than fifteen (15) minutes. GFOL will not be
                           obligated to pay any Qualifying Survey Fees for the
                           Surveys provided to Microsoft pursuant to this
                           Section 2.11.7.

                  2.11.8   Provide custom marketing research firms that perform
                           marketing research for Microsoft a discount of ten
                           percent (10%) off GFOL's standard rate card price for
                           accessing the General Panel. This discount may not be
                           taken in addition to any other discount provided to
                           any custom marketing research firm performing
                           services for Microsoft.

5.       Section 3.6 and 3.7 are added as follows

             3.6 With regard to the General Panel Recruiting, Microsoft will:

                  3.6.1    During Q-4 of 2002, promote the opportunity to join
                           the General Panel via Links within MSN or other media
                           agreed to by the parties. The creation, content, size
                           and placement of all Links shall be within
                           Microsoft's sole discretion, provided however that
                           the Links shall Link MSN End Users directly to the
                           Router Page(s). The parties agree that the goal of
                           displaying these Links within MSN is to attract
                           [****] individuals appropriate for membership in the
                           General Panel to join the General Panel. Microsoft
                           shall be responsible for all costs associated with
                           displaying these Links within MSN. GFOL will only be
                           required to pay a Recruiting Fee for [****] of the
                           Q-4 recruiting goal, and will notify MSN promptly
                           upon receiving [****] General Panel Members, so that
                           MSN may suspend its recruiting efforts for that
                           quarter. Guarantee Quarterly Payments are suspended
                           for Q4 2003.

                  3.6.2    In 2003 and in each subsequent year of the Term,
                           promote the opportunity to join the General Panel via
                           Links within MSN or other media agreed to by the
                           parties. The creation, content, size and placement of
                           all Links shall be within Microsoft's sole
                           discretion,

                                       4
<PAGE>

                           provided however that the Links shall Link MSN End
                           Users directly to the Co-Branded Survey Site.
                           Microsoft shall be responsible for all costs
                           associated with displaying these Links within MSN.
                           GFOL will only be required to pay a Recruiting Fee
                           for [****] of the quarterly recruiting goal, and will
                           notify MSN promptly upon receiving an incremental
                           [****] General Panel Members, so that MSN may suspend
                           its recruiting efforts for that quarter.

             3.7 Microsoft will pay all incentives and data processing costs
associated with the marketing research study pursuant to Section 2.11.

6.       Section 4 Ownership will be amended as follows:

           4.     Ownership. GFOL will own all design, technology, code, and
                  other materials provided by GFOL in connection with the
                  Research Surveys and the Co-Branded Survey Site. Subject to
                  its obligation to pay MSN Qualifying Survey Fees, GFOL will
                  own the General Panel and the Entertainment Panel. Microsoft
                  will own all design, technology, code, and other materials
                  provided by Microsoft in connection with the Research Survey
                  and the Co-Branded Survey Site.

6.       Section 6 Clicks Forecast will be amended as follows:

           6.     Clicks Forecast Commencing on December 1, 2002, and every four
                  (4) weeks thereafter, GFOL will provide Microsoft with a
                  forecast of the maximum number of Panel Members or Clicks, as
                  the case may be, that it will require during the succeeding
                  four (4) week period ("Panel Forecast" or "Click Forecast",
                  and together "Forecasts"). These Forecasts will include the
                  number of Clicks or General Panel Members, estimated number of
                  Clicks, and general demographic information about the desired
                  Survey participants or General Panel Members, as the case may
                  be.

7.       Section 8 Exclusivity shall be deleted in its entirety and replaced
         with the following:

           8.     Exclusivity. During the Term, Microsoft will be the exclusive
                  Portal promoting and distributing GFOL's online surveys. GFOL
                  will not enter into any agreement with any other company for
                  distribution or promotion of GFOL's online surveys via any
                  other Portal. GFOL's exclusivity obligations will expire if
                  Microsoft fails to meet its performance guarantee as provided
                  for in Section 9.3.2 and 9.3.3 below. Additionally, during the
                  Term, GFOL will be Microsoft's exclusive third party online
                  survey partner for recruiting Survey participants via
                  integrated content, and Microsoft's exclusive third

                                       5
<PAGE>

                  party online survey partner for recruiting members into an
                  online marketing research panel via integrated content.
                  Microsoft's exclusivity obligations shall expire if GFOL fails
                  to pay any Guaranteed Quarterly Payment as provided for in
                  Section 9.3. Notwithstanding the above, Microsoft may conduct
                  its own online surveys or online surveys on behalf of Key
                  Customers either directly or through third parties, provided
                  that such online surveys, or recruitment for such online
                  surveys, are not displayed on MSN pages containing GFOL's
                  integrated content placements. In addition, Microsoft may sell
                  banner advertisements to companies for the purpose of
                  recruiting survey participants for online surveys other than
                  GFOL's Surveys, provided that (i) Microsoft does not appoint a
                  producer to manage the placement and content of such ads, and
                  (ii) the ads will not be displayed on pages displaying GFOL's
                  integrated content placements (if such blocking is not
                  technically and economically feasible as of the commercial
                  availability of the ad placement, it will be implemented as
                  soon as technically and economically feasible).

8.       Section 9.2 Clicks Payment shall be deleted in its entirety.

9.       Section 9.3 Guaranteed Quarterly Payments shall be deleted in its
         entirety and replaced with the following:

             9.3 Guaranteed Quarterly Payments. Commencing on January 1, 2003,
                 GFOL will guarantee Microsoft the following minimum quarterly
                 payments, payable within 30 days of the end of each quarter,
                 provided that Microsoft meets its performance guarantees as set
                 forth below:

                  9.3.1    [****], which may be comprised of any ratio of Panel
                           Recruiting Fees, Survey Fees or Click Fees at the
                           rate of [****] per Click. Subject to the provisions
                           of Section 9.3.2 below, if the Guaranteed Quarterly
                           Payment in any quarter is in excess of Recruiting
                           Fees, Survey Fees or Click Fees earned by Microsoft
                           in that quarter, the amount overpaid will be a credit
                           against fees due in subsequent quarters in excess of
                           the Guaranteed Quarterly Payment.

                  9.3.2    In the event that in any two (2) consecutive
                           quarters, Microsoft fails to deliver a minimum of
                           [****] General Panel Members per quarter, GFOL will
                           be relieved of the obligation to make Guaranteed
                           Quarterly Payments in future quarters until the
                           amount paid by GFOL in the prior quarters in excess
                           of amounts due

                                  6
<PAGE>

                           Microsoft for Recruiting Fees, Survey Fees and Click
                           Fees for such quarters, has been fulfilled by
                           applying such overpayment to amounts due for any fees
                           due in such future quarters. For example, if in the
                           first two (2) quarters of 2003, MSN recruits only
                           [****] General Panel Members per quarter, and GFOL
                           does not owe Microsoft any other fees for such
                           quarters, GFOL would have a credit against all future
                           fees in the amount of [****] calculated as follows
                           [two Guaranteed Quarterly Payments equaling $[****]
                           less total Recruiting Fees of $[****] ([****]
                           panelists x $[****] per panelist)], to be applied
                           toward any and all fees due for future quarters. GFOL
                           would also be relieved of the obligation to make
                           Guaranteed Quarterly Payments for future quarters
                           until all of the [****] credit had been applied to
                           such fees. For purpose of clarification, GFOL will
                           pay Microsoft for any fees associated with any ratio
                           of Panel Recruiting Fees, Survey Fees or Click Fees
                           that exceed the then-current credit.

                  9.3.3    In the event that Microsoft fails to recruit a total
                           of [****] or more General Panel Members in any two
                           (2) consecutive quarters, in addition to the right to
                           the credits set forth in Section 9.3.1 and 9.3.2,
                           GFOL will be relieved of its obligation to make
                           Guaranteed Quarterly Payments for the remainder of
                           the Term. For purpose of clarification, GFOL will pay
                           Microsoft for any fees associated with any ratio of
                           Panel Recruiting Fees, Survey Fees or Click Fees
                           earned in all subsequent quarters.

                  9.3.4    Within thirty (30) days of the end of the Term,
                           Microsoft shall refund any overpayment unused by GFOL
                           if accrued Guaranteed Quarterly Payments balance is
                           in excess of $[****] otherwise that excess amount
                           will be carried forward into succeeding quarters as a
                           credit against Qualifying Survey Fees.

9.       Section 9.7 is added as follows:

             9.7 General Panel Payments for Q-4 2002 Recruiting

                  9.7.1    GFOL shall pay Microsoft a [****] Recruiting Fee for
                           each new General Panel Member recruited via Links
                           displayed within MSN, or other media agreed to by the

                                       7
<PAGE>

                           parties, for up to [****] General Panel Members
                           recruited during the Q-4 of 2002. Additionally, GFOL
                           will pay Microsoft a [****] Qualifying Survey Fee for
                           each Qualifying Survey completed by a General Panel
                           Member. On January 1, 2003, GFOL will receive a
                           credit against all Qualifying Survey Fees due to
                           Microsoft, equal to the amount of Recruiting Fees due
                           to Microsoft for Q-4 of 2002. If the Recruiting Fees
                           due to Microsoft in Q-4 of 2002 are in excess of the
                           Qualifying Survey Fees due to Microsoft for that
                           period, that excess amount will be carried forward
                           into succeeding quarters as a credit against
                           Qualifying Survey Fees.

                  9.7.2    In 2003 and each subsequent year of the Term, in
                           addition to the Guaranteed Quarterly Payments
                           provided for in Section 9.3, GFOL shall pay Microsoft
                           a [****] Qualifying Survey Fee for each Qualifying
                           Survey completed by a General Panel Member recruited
                           via the Co-Branded Survey Site in 2003 and each
                           subsequent year of the Term. All payments made by
                           GFOL to Microsoft under this Section 9.7 will be
                           credited toward the Guaranteed Quarterly Payments
                           detailed in Section 9.3 or the cap on Quarterly
                           Payments outlined in Section 9.4 of the Agreement. At
                           the end of Q-1 of 2003 and at the end of each
                           subsequent quarter, GFOL will receive a credit
                           against all Qualifying Survey Fees due for that
                           quarter equal to the Recruiting Fees due for such
                           quarter. If the Recruiting Fees due to Microsoft in
                           any such quarter are in excess of the Qualifying
                           Survey Fees due to Microsoft for that period, that
                           excess amount will be carried forward into succeeding
                           quarters as a credit against Qualifying Survey Fees.

10.      Section 14.1 Term is deleted in its entirety and replaced with the
         following:

                                  8
<PAGE>

                  14.1     Term. This Agreement, and all Amendments hereto will
                           begin on their Effective Dates (each as defined in
                           such Agreement or Amendment) and will continue for a
                           period of four (4) years from February 8, 2002 (the
                           Commercial Release Date), unless earlier terminated
                           as set forth in this Section 14 (the "Term"). This
                           Agreement may be terminated for convenience or
                           otherwise by either party by providing the other with
                           written notice of its intention to terminate within
                           ninety (90) days in advance of the third and fourth
                           anniversary of the Commercial Release Date.

11.      Section 14.4 Rights and Obligations upon Termination or Expiration
         (which was incorrectly numbered in the original Agreement) is deleted
         in its entirety and replaced the following Section 14.6:

                  14.6     Rights and Obligations upon Termination or
                           Expiration. Promptly upon termination or expiration
                           of this Agreement GFOL will immediately cease and
                           desist from all use of the MSN Template on the
                           Co-Branded Survey Site. GFOL will retain all
                           personally identifiable information regarding
                           Entertainment Panel Members and General Panel Members
                           recruited via MSN after termination or expiration,
                           and shall continue to pay MSN Qualifying Survey Fees
                           until such time as GFOL ceases to conduct surveys
                           using the General and Entertainment Panel members
                           recruited via MSN.

Except as specifically modified herein or in prior Amendments, all other terms
and conditions of the Agreement will remain in full force and effect.

WHEREBY the parties enter into this Amendment No. 4 as of the Amendment No. 4
Effective Date.

MICROSOFT CORPORATION                            GREENFIELD ONLINE, INC.
("MICROSOFT")                                    ("GFOL")

By /s/ Cory H. Van Arsdale                       By /s/ Dean Wiltse
   --------------------------------------              -------------------------

Name Cory H. Van Arsdale                         Name Dean Wiltse

Title General Manager, New Bus. Devel.           Title President and CEO

                                       9