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                                                                   EXHIBIT 10.28

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.

                             GREENFIELD ONLINE, INC.
                                       AND

                  TAYLOR NELSON SOFRES INTERSEARCH CORPORATION

                     ALLIANCE, LICENSE AND SUPPLY AGREEMENT

         This Agreement (the "Agreement"), dated this 31st day of January, 2002,
is by and among Greenfield Online, Inc., a Delaware corporation with its
principal place of business at 21 River Road, Wilton, CT ("GFOL"), and Taylor
Nelson Sofres Intersearch Corporation, a Pennsylvania corporation, with its
principal place of business at 410 Horsham Road, Horsham, PA, 19044 ("TNSI").

RECITALS

WHEREAS, GFOL is engaged in the businesses of providing access to the GFOL array
of Internet-based panels and other services, including the following items:

         (a)      GFOL's own panel (the "GFOL Panel");

         (b)      through GFOL's potential strategic alliance with Microsoft
                  Corporation, survey respondents to be available through the
                  MSN network using integrated content solicitations, as it
                  eventually exists and is modified from time to time (the "MSN
                  Service"); and

         (c)      Other externally-sourced sample (the "Non-MSN River Sources")

all of the foregoing current and future GFOL sample sources (including without
limitation future developments or versions of the GFOL Panel and future Non-MSN
River Sources) being sometimes hereinafter referred to as "GFOL Sample Sources,"
and access to all of the GFOL Sample Sources together with other current and
future services offered by GFOL (including without limitation those services
usable by TNSI with respect to the TNSI Sample Sources and the TNSI Proprietary
Panels, as defined in the following paragraph) being sometimes hereinafter
referred to collectively as "GFOL Services"; and

WHEREAS, TNSI is in the business, among other things, of providing custom market
research services, and in connection with that business TNSI owns and/or uses
from time to time sample sources other than the GFOL Sample Sources
(collectively, the "TNSI Sample Sources"), including without limitation panels
that are constructed exclusively for and are proprietary to particular clients
of TNSI, whether hosted on GFOL's servers or elsewhere ("TNSI Proprietary
Panels"); and

WHEREAS, TNSI's affiliate known as Taylor Nelson Sofres Operations, Inc. ("TNS
Operations") has today purchased from GFOL certain assets associated with GFOL's
custom market research business (the "Custom Business"), pursuant to a certain
Asset Purchase Agreement dated as of January 31, 2002 (the "Asset Agreement");
and

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WHEREAS, TNSI will manage those assets acquired by TNS Operations for the
benefit of TNS Operations; TNSI now manages certain other assets of TNS
Operations; and TNSI may come to manage additional assets of TNS Operations
and/or of other TNSI corporate affiliates in the future (the units of TNS
Operations and all such other affiliates managed by TNSI now or in the future
being hereinafter referred to collectively as "TNSI Affiliates"); and

WHEREAS, as a material condition to the foregoing purchase and sale of assets,
the parties to the Asset Agreement have agreed to enter into an alliance
pursuant to which GFOL will provide the GFOL Services to TNSI at preferred rates
and will otherwise help TNSI to develop and promote TNSI's on-line research
business, on the terms hereinafter set forth.

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

1.       Description of Services. During the Term (as hereinafter defined), GFOL
         will provide TNSI (whether for TNSI's own benefit or for the benefit of
         one or more TNSI Affiliates) with access to all of the GFOL Services
         through a dedicated team of GFOL Client Services staff. GFOL will
         supply the GFOL Services to the fullest extent required by TNSI and the
         TNSI Affiliates, as ordered, received and paid for by TNSI from time to
         time, subject to any limitations contained in this Agreement. Each TNSI
         order will be embodied in a Work Order, in form attached hereto as
         Schedule 1, incorporating the terms of this Agreement, and setting
         forth respondent descriptions, screening criteria, sample size,
         incidence, delivery time, pricing (pursuant to the pricing criteria set
         forth below in this Agreement) and other specifications and
         deliverables. Without limiting the generality of the foregoing, during
         the Term TNSI may enter each order pursuant to one of the following
         service modes:

         1.1.     Full Service. GFOL shall program TNSI's research surveys and
                  distribute invitations to the appropriate GFOL Sample Source
                  or TNSI Sample Source, host the survey on GFOL's
                  infrastructure, gather the quantitative marketing research
                  data in conformance with project specifications, and deliver
                  it in untabulated form in an uncleaned ASCII data file to TNSI
                  (the "Full Service").

         1.2.     Sample Delivery Service. GFOL will direct appropriate
                  potential survey respondents (each individually a "Potential
                  Respondent" and together the "Potential Respondents" or
                  "Sample") to surveys programmed and hosted on TNSI's computer
                  systems and servers, or on the computer systems and servers
                  maintained by others but under TNSI's control or who have
                  contracted with TNSI (the "Sample Delivery Service"). Sample
                  Delivery Service shall not be available in connection with
                  GFOL's provision of the MSN Service.

         1.3.     MSN Service. GFOL will provide TNSI with Full Service (and
                  only Full Service) with respect to the MSN Service, all
                  pursuant to the procedures and requirements set forth in
                  Section 1.1 above and such procedures as GFOL and MSN may
                  establish in the future with respect to the MSN Service;
                  provided that if the respondents necessary to fill a study
                  scheduled to be completed on the MSN Service are not available
                  through or deliverable by MSN, GFOL may fill the respondent
                  quotas of the study via the GFOL Panel or any Non-MSN River
                  Source agreed to at that time by TNSI, at the same price per
                  completed

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                  interview as stated in the pertinent Work Order.. In addition,
                  GFOL will procure for TNSI a Charter Membership in the MSN
                  Service, at no charge to TNSI.

         1.4.     QuickTake, FocusChat, MindStorm. GFOL will allow TNSI to
                  market and sell GFOL's proprietary products known as
                  QuickTake, Focus Chat, and MindStorm (collectively, the "GFOL
                  Products") to TNSI's clients. GFOL hereby grants to TNSI a
                  non-exclusive, non-transferable, royalty-free license to use
                  those trademarks and tradenames in marketing those products,
                  during the Term of this Agreement. With regard to FocusChat,
                  GFOL will provide TNSI employees with moderator and client
                  level access to rooms being used by TNSI. GFOL will provide
                  administrator support to TNSI the full time a room is in use
                  by TNSI. . All FocusChat sessions will be hosted on iTrack's
                  servers. With regard to MindStorm GFOL will provide TNSI
                  employees with moderator level access to Mindstorm sessions
                  that are hosted by GFOL. GFOL will provide TNSI employees with
                  technical support for the GFOL Products on an as-needed basis.
                  TNSI will have access to all future releases of the software
                  associated with the GFOL Products (subject to the terms and
                  provisions of GFOL's license for the iTrack software). Should
                  GFOL decide to replace any of the GFOL Products with an
                  alternative solution or to discontinue any GFOL Products, GFOL
                  will provide TNSI with 90 days' prior notice of such an event.
                  Notwithstanding the foregoing, GFOL agrees to fulfill all
                  outstanding projects involving the replaced or discontinued
                  GFOL Products that TNSI will have sold to TNSI's clients prior
                  to receipt of notice of substitution or discontinuance.

         1.5.     Special Services. GFOL will perform for TNSI such special
                  services, not enumerated above, as GFOL is currently
                  performing or has the current capability of performing.

         1.6.     Access to GFOL Systems. In connection with providing the
                  foregoing GFOL Services, GFOL hereby grants a non-exclusive,
                  non-transferable, royalty-free license, for the term of this
                  Agreement, to those employees of TNSI as TNSI may s and
                  technologies, including without limitation those systems and
                  technologies as are described in Schedule 1.6(b), to the
                  extent reasonably required by those employees to support the
                  design, development and performance of TNSI's research
                  projects.

2.0      Performance Covenants Regarding GFOL Services.

         2.1 TNSI's Performance Covenants. During the Term of this Agreement,
         TNSI agrees to maintain the following guidelines and practices, and to
         be subject to the following requirements, during the conduct of any
         survey using the Sample Delivery Service, except for surveys drawing on
         TNSI Proprietary Panels or those drawing on TNSI Sample Sources.

                  2.1.1    Survey Length and Complexity. GFOL reserves the right
                           to reject any Work Order on the grounds that the
                           pertinent questionnaire is too long or complex for
                           respondents in relation to the incentive offered (if
                           any).

                  2.1.2    Approval of Incentive Program. Prior to the delivery
                           of any Potential Respondents, GFOL must review and
                           approve the incentive program for each survey if TNSI
                           proposes that the incentive deviate from that

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                           provided in the price calculator described in
                           Schedule 2.1.2. GFOL reserves the right to reject any
                           such deviating incentives on the grounds that in its
                           opinion the incentive offered to Potential
                           Respondents is insufficient to attract qualified
                           respondents.

                  2.1.3    Qualification and Return of Respondents. As GFOL
                           directs Potential Respondents to TNSI surveys it will
                           mask their email address and attach a unique
                           Respondent identification number. All TNSI surveys
                           must qualify each Potential Respondent within the
                           first [****] questions. All Respondents who do not
                           qualify will be immediately routed back to a URL
                           designated by GFOL. All Respondents who complete a
                           TNSI survey must, at the conclusion of the survey, be
                           routed back to a URL designated by GFOL.

                  2.1.4    Approval of Systems - Uptime. TNSI shall disclose the
                           technical and performance specifications of its
                           software and computer systems (including the software
                           and computer systems of others used to conduct the
                           surveys) so that GFOL may determine their capacity
                           and capability. TNSI will maintain uptime of its
                           systems at [****]% at all times when GFOL is
                           directing Potential Respondents to TNSI. GFOL
                           reserves the right to limit the number of Potential
                           Respondents sent to TNSI based on its assessment of
                           the capacity of its software and computer systems. If
                           TNSI experiences any downtime or technical
                           difficulties that result in its systems not being
                           able to accept Potential Respondents, collect data,
                           allow Potential Respondents to complete surveys or in
                           any other way prevent Potential Respondents from
                           taking and completing surveys (the "Technical
                           Difficulties"), it shall immediately notify GFOL so
                           it may cease directing Sample to TNSI. TNSI will
                           compensate GFOL for its panel fees or other sample
                           fees in attempting to send data and /or Potential
                           Respondents to TNSI during the Technical
                           Difficulties, such compensation to be reasonably
                           negotiated at the time by the parties, giving
                           consideration to such factors as incidence, response
                           rates, duration of Technical Difficulties and number
                           of respondents; provided that no fee will be due with
                           respect to any incident of Technical Difficulties if
                           TNSI notifies GFOL of that incident within [****]
                           after its onset.

                  2.1.5    Real-Time Reporting. TNSI shall maintain a system of
                           "real-time reporting" which shall allow GFOL
                           personnel access to TNSI's computer systems via the
                           World Wide Web (or such other method as the parties
                           may agree) so that they can determine with respect to
                           each of TNSI's surveys: (i) the number of Potential
                           Respondents that have arrived at the survey site,
                           (ii) the number of Potential Respondents that have
                           completed each survey, and (iii) the number of
                           Potential Respondents that have taken each survey and
                           whose profile qualifies their responses as
                           acceptable. Should TNSI's real time reporting systems
                           experience any downtime or technical difficulties
                           while GFOL is delivering Sample to any TNSI survey
                           that results in GFOL being unable to access the
                           information required by this Section, then GFOL shall
                           have the following options: (a) to discontinue the
                           delivery of Potential Respondents to the TNSI survey
                           experiencing reporting difficulties, and to resume
                           upon resolution of the

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                           problem, or (b) to continue to deliver Potential
                           Respondents to TNSI surveys and accept TNSI's
                           subsequent accounting of completed surveys.

                  2.1.6    No Collection of Personally Identifiable Data. TNSI
                           will not collect or attempt to collect any personally
                           identifiable information from any Potential
                           Respondent directed to its sites and surveys by GFOL
                           without prior authorization from GFOL. Personally
                           Identifiable Information includes any information
                           that would allow TNSI to identify a Potential
                           Respondent at any time in the future, including, but
                           not limited to, name, address, and email address.
                           Except for "session cookies" and except as otherwise
                           agreed to by GFOL, TNSI will not append cookies or
                           other electronic tags to the browsers of any
                           Potential Respondent. TNSI shall abide by all CASRO
                           guidelines for online marketing research as they are
                           promulgated and amended from time to time.

                  2.1.7    No Recruitment. Except as agreed to by GFOL, TNSI
                           shall take no action to recruit any Potential
                           Respondent into any panel, community, or group of
                           individuals, online or offline, or take any action
                           that would allow TNSI to contact, or allow any other
                           party to contact, any Potential Respondent at any
                           time in the future, unless TNSI will have obtained
                           the Potential Respondent's contact information from
                           an independent source.

                  2.1.8    Generic Survey Template. Prior to GFOL directing any
                           Potential Respondents to TNSI's surveys, TNSI must
                           remove any and all of its business marks and any
                           reference to TNSI or its subsidiaries from the online
                           survey template to be viewed by Potential
                           Respondents, such survey templates to be pre-approved
                           by GFOL in its sole and absolute discretion.

                  2.1.9    Help Requests. All help requests initiated by
                           Potential Respondents must be directed to
                           help@greenfieldonline.com. GFOL will give TNSI prompt
                           notice of the help requests along with the nature of
                           the service issues. TNSI will designate a help
                           resource to work with Greenfield Help to address the
                           service issues raised by these help requests. TNSI
                           will work diligently to address all help requests and
                           GFOL reserves the right to stop delivering Potential
                           Respondents to any and/or all of TNSI's surveys,
                           until the issues which had given rise to the help
                           requests have been resolved to GFOL's satisfaction.

         2.2 GFOL's Performance Covenants.

                  2.2.1    Performance Standards. GFOL warrants and covenants
                           that it will offer and provide the GFOL Services
                           pursuant to the following requirements:

                  (a) Panel Size.

                           (i)      Cause the GFOL Panel to be of sufficient
                  size and composition as to enable GFOL to (a) provide enough
                  Potential Respondents to meet the needs of the Custom Business
                  as it exists as of the date hereof, and (b) provide peak
                  period support at least

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                  equivalent to the peak period support provided by GFOL to the
                  Custom Business at its highest levels during the preceding
                  [****].

                           (ii)     Apply commercially reasonable efforts to
                  grow the GFOL Panel so as to be able to fulfill and support
                  TNSI's research business needs as the same may expand during
                  the Term.

                  (b) Panel Quality.

                           (i)      All panel members have agreed to participate
                  in research

                           (ii)     Use of a double opt-in process to recruit
                  panel members and adhere to strict privacy standards

                           (iii)    Panel draws its members from the entire
                  Internet and is not confined to a limited number of Web sites
                  or any one service provider such as AOL or EarthLink. Panel is
                  representative of the entire spectrum of Internet users.

                           (iv)     Abide by all CASRO guidelines for online
                  marketing research as they are promulgated and amended from
                  time to time.

                  (c) System Up-Time.

                           (i)      [****]% systems uptime on average per
                  quarter.

                  (d) Execution Quality (for those Work Orders accepted pursuant
                      to Section 2.2.2 below).

                           (i)      Perform Work Order specifications.

                  (e) Hewlett Packard Requirements (for those Work Orders
                      accepted pursuant to Section 2.2.2. below). Maintain for
                      all Work Orders for Hewlett Packard Company, under that
                      certain Master Services Agreement #CS02142 between GFOL
                      and Hewlett Packard which has been assigned by GFOL to TNS
                      Operations pursuant to the Asset Agreement, the
                      performance and quality standards set forth in that
                      agreement, or in any renewal or replacement agreement with
                      Hewlett Packard Company within which the performance and
                      quality standards are no more stringent than in the
                      above-described contract.

                  (f) Errors & Omissions Insurance.

                           (i)      Maintain at least $1,000,000 in errors and
                  omissions or professional indemnity insurance coverage from a
                  reputable underwriter covering standard professional risks,
                  and deliver a certificate of such coverage to TNS annually or
                  in the event of any change in the underwriter or coverage.

During the Term, the parties will continuously consult with one another and work
cooperatively toward achieving GFOL's compliance with the foregoing performance
standards. Notwithstanding the foregoing provisions of Sections 2.2.1(a) and
2.2.1(b), GFOL cannot guarantee the performance, size, growth rate or panel
quality of the GFOL panel relative to members who are between 13 and 17 years of
age. GFOL will use its commercially reasonable efforts, but in no event less
that the efforts undertaken by

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GFOL in 2001, to maintain panel size and quality standards established by
Sections 2.2.1(a) and 2.2.1(b) above relative to the 13 through 17 year old age
group.

         2.2.2    Mandatory Acceptance of Work Orders. Subject as set forth
                  below in this Section 2.2, in each instance when TNSI submits
                  a Work Order to GFOL, if the specifications are reasonable,
                  GFOL must accept the obligation to perform that Work Order,
                  either through GFOL's own resources or through an outside
                  sample supplier. The specifications will be deemed reasonable
                  if (a) based on GFOL's performance obligations set forth in
                  Subsections 2.2.1 (a), (b) and (c) above, the specifications
                  are reasonable in regard to incidence, sample size, length,
                  delivery date, incentives, and good panel management
                  practices, or (b) the specifications call for GFOL to perform
                  work of a nature that it has performed for its clients in the
                  past if GFOL still has the pertinent resource availability at
                  the time of TNSI's submission of the Work Order (in either
                  case, a "Reasonable Order"). Without limiting the generality
                  of the foregoing, GFOL must perform all services that it had
                  contracted to perform for its clients pursuant to the Assumed
                  Contracts under the Asset Agreement, each of which contracts
                  for purposes of this Section 2.2.2 will be deemed a Reasonable
                  Order.

         2.2.3    Rejection or Conditional Acceptance of Work Orders. (a)
                  Notwithstanding the provisions of Section 2.2.2 above, if the
                  Work Order is not a Reasonable Order, GFOL may either (1)
                  reject the obligation to perform it (a "Proper Rejection"), or
                  (2) accept the obligation to perform it on a best efforts
                  basis after identifying to TNSI the performance risks causing
                  the order to not be a Reasonable Order (a "Conditional
                  Acceptance"). Any rejection under claim that the Work Order is
                  not a Reasonable Order will nevertheless be deemed a
                  Reasonable Order, and not an excusable rejection, if,
                  following the rejection, TNSI procures due performance of a
                  substantially identical work order by an alternative vendor of
                  online sample of TNSI's choosing of equal or greater quality
                  than the GFOL sample as measured by the standards set forth in
                  Sections 2.2.1(b)(i) and 2.2.1(b)(ii), at a price not
                  exceeding [****]% of the price set forth in the pertinent Work
                  Order (an "Improper Rejection"). Alternatively, if the Work
                  Order does not comply with the provisions of Sections 2.1.1,
                  2.1.2, 2.1.3 or 3.2.1 above, GFOL may reject the Work Order
                  (also a Proper Rejection).

         (b) In each instance when TNSI submits a Work Order to GFOL, TNSI will
         designate on that Work Order a date and time by which TNSI seeks GFOL's
         response as to whether GFOL will accept or reject that Work Order (the
         "Response Time"). Provided that the Response Time for any particular
         Work Order is reasonable in view of GFOL's performance requirements set
         forth in Subsections 2.2.1 (a), (b) and (c) above and in light of such
         considerations as sample size, delivery date, incentive and survey
         length, GFOL must accept, Conditionally Accept, or reject that Work
         Order by the Response Time; and if it fails to do so, its lack of
         response, at TNSI's election, will be deemed a rejection, and subject
         to the other provisions of this Agreement pertaining to rejections.

         2.2.4    Performance Infractions.

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                  (a)      In each instance that TNSI experiences (1) a material
                           breach of a performance obligation set forth in
                           Section 2.2.1 in the case of an accepted Work Order,
                           or (2) a material breach of a performance obligation
                           set forth in Section 2.2.1 in the case of a
                           Conditional Acceptance if that breach was not related
                           to an identified risk that caused TNSI's order to be
                           an Unreasonable Order (in either of the foregoing
                           cases, a "Performance Infraction"), TNSI may notify
                           GFOL of such event (an "Infraction Notice"), in which
                           case GFOL will explain to TNSI the causes of the
                           Performance Infraction, the measures (if any) that
                           GFOL intends to take to prevent subsequent
                           Performance Infractions of similar kind, and the
                           likelihood of GFOL's preventing subsequent
                           Performance Infractions of similar kind (the
                           "Infraction Response"). Infraction Notices, if given,
                           shall be in writing and shall be delivered to GFOL
                           promptly after TNSI experiences a Performance
                           Infraction.

                  (b)      As to any Performance Infraction involving a
                           particular Work Order that GFOL did not deliver
                           timely or correctly to TNSI (a "Defective Project"),
                           at TNSI's option either:

                              (1)   TNSI will cancel that Work Order, in
                                    which case the purchase price for that Work
                                    Order (A) during the first [****] of the
                                    Term will be credited against the next
                                    [****] Minimum Guaranteed Revenue payments
                                    (as defined in Sections 7 and 8 below) and
                                    (B) in subsequent years of the Term will be
                                    promptly refunded to TNSI; or

                              (2)   GFOL will timely and correctly perform or
                                    re-perform that Work Order.

                  Notwithstanding anything else contained in Section 17 or
                  elsewhere in this Agreement, GFOL shall not be liable to TNSI
                  for any damages in connection with negligent performance that
                  results in the untimely or incorrect performance of a Work
                  Order; provided that the foregoing exception will not apply to
                  GFOL's performance before or after the date hereof of any
                  portion of any Assumed Contract (as defined in the Asset
                  Agreement), as to which no such limitation of liability toward
                  the pertinent client existed in favor of GFOL prior to that
                  Assumed Contract's assumption by TNS Operations under the
                  Asset Agreement and continues not to exist at the time of such
                  performance by GFOL; and provided further that TNSI will use
                  commercially reasonable efforts to contractually limit its
                  liability toward such client under such Assumed Contracts
                  (including under any replacements or renewals thereof), the
                  reasonableness of such efforts to reflect the entirety of
                  factors affecting TNSI's business relationship with the
                  pertinent client..

         2.2.5    Default. If (a) GFOL commits a Performance Infraction
                  (including without limitation a Defective Project) either (1)
                  [****] any calendar quarter or (2) [****] period, and if TNSI
                  has in each instance delivered an Infraction Notice, or (b)
                  GFOL commits [****] Improper Rejections during any [****]
                  period, GFOL will be in default under this Agreement; and if
                  GFOL does

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                  not correct all of the circumstances giving rise to the
                  default within [****] after receiving notice of such default
                  from TNSI, TNSI may terminate this Agreement pursuant to
                  Section 12.2 below. Notwithstanding the foregoing, if any one
                  of the Performance Infractions has involved the inadequacy of
                  the size or composition of the GFOL Panel, the right to cure
                  will be extended to a date which is 120 days after TNSI's
                  first Infraction Notice pertaining to that circumstance. Any
                  remedy elected by TNSI under Subsection 2.2.4(b) above with
                  respect to a Defective Project will not cause that Defective
                  Project to be excluded from the count of Performance
                  Infractions set forth above in this Section 2.2.5.

         2.2.6    Data Transfers.

                  GFOL will send TNS monthly database updates containing updated
                  respondent profile, contact history and panel management
                  information on a disaggregated basis with respect to all
                  present and future TNSI Proprietary Panels housed on GFOL's
                  servers, including without limitation those panels owned by
                  Hewlett Packard Company and Wizards of the Coast.

3.       Privacy Policies and Content Restrictions.

    3.1  Privacy Policies.

         3.1.1    Governing Policies. Whether GFOL is conducting surveys for
                  TNSI by way of the Full Service or the MSN Service, or whether
                  TNSI is conducting surveys using the Sample Delivery Service,
                  the party conducting the survey will abide by the privacy
                  policies of all of (a) GFOL, (b) TNSI, (c) the pertinent
                  sample source, whether GFOL Sample Source (including without
                  limitation MSN) or TNSI Sample Source, (d) the Council of
                  American Survey Research Organizations ("CASRO"), (e) the
                  Children's Online Privacy Protection Act, and (f) all other
                  applicable laws, rules and regulations.

         3.1.2    Change in Policies. During the Term of this Agreement, neither
                  party will change its respective privacy policy in such a
                  manner as would derogate from the intentions of this Agreement
                  and the performance of the transactions contemplated hereby,
                  unless required by pertinent industry standards or applicable
                  law, and only upon reasonable prior notification to the other
                  party.

    3.2  Survey Content Restrictions.

         3.2.1    Restrictions on Questionnaires. In rendering the Full Service
                  or the MSN Service, GFOL reserves the right to reject any Work
                  Order or survey questionnaire that contains profane, obscene,
                  hateful or illegal content, or (in the case of the MSN
                  Service) any other content that violates the standards of the
                  MSN.

4.       Ownership of Intellectual Property:

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         4.1      GFOL Property. TNSI agrees that (as between GFOL and TNSI) the
                  GFOL Sample Sources, and GFOL's proprietary software and
                  technology used by GFOL in performing the GFOL Services, are
                  and shall be solely owned by GFOL and shall constitute GFOL's
                  confidential, proprietary and trade secret information (the
                  "GFOL Property"). By entering into this Agreement or
                  participating in the transactions described herein, TNSI shall
                  not acquire any interest in and to any of the GFOL Property.
                  The preceding two sentences are qualified, however, in that,
                  by way of the Asset Agreement, GFOL has this day assigned to
                  TNS Operations certain residual rights in and to GFOL
                  methodologies and know-how in the possession of certain
                  employees of TNSI that were employees of GFOL prior to the
                  date hereof.

         4.2      TNSI Property. GFOL agrees that (as between GFOL and TNSI) (a)
                  the TNSI Sample Sources, the TNSI Proprietary Panels, TNSI's
                  survey questionnaires and responses, the identities of TNSI's
                  clients, any TNSI business strategies or research
                  methodologies that GFOL learns in the course of performing the
                  GFOL Services, the pricing of any of TNSI's contracts with its
                  customers, and any software, data, methodologies and know-how
                  that GFOL learns of in connection with gaining access to
                  TNSI's computer systems, and (b) all such information owned by
                  Taylor Nelson Sofres plc. and its affiliates (collectively,
                  the "TNS Group"), are and shall be solely owned by TNSI, and
                  shall constitute TNSI's confidential, proprietary and trade
                  secret information (the "TNSI Property"). By entering into
                  this Agreement or participating in the transactions described
                  herein, GFOL shall not acquire any interest in and to any of
                  the TNSI Property.

5.       TNSI's Purchase Obligations.

                  (a)      During the Term of this Agreement (the "Term"), (a)
                           TNSI and (b) the TNSI Affiliates except to the extent
                           that future TNSI Affiliates are prohibited by
                           contracts that pre-date TNSI's management of them,
                           shall offer all of their requirements for US based
                           Internet research sample (including without
                           limitation (x) re-bids for projects not yet
                           contracted with third parties and (y) work to be
                           performed by those companies for the TNS Group) to
                           GFOL before offering them to any other supplier. If
                           GFOL notifies TNSI that GFOL is unable to satisfy a
                           project's requirements, including those related to
                           price, sample size, incidence, and/or delivery time,
                           with or without such inability constituting a
                           violation of GFOL's obligations under Section 2.2
                           above, TNSI may use alternative sample sources. If
                           GFOL does not accept, Conditionally Accept or reject
                           the pertinent project by the Response Time designated
                           by TNSI on the Work Order (as described in Section
                           2.2.3 above), and if that Response Time for that Work
                           Order is reasonable in view of GFOL's performance
                           requirements set forth in Subsections 2.2.1 (a), (b)
                           and (c) above and in view of such considerations as
                           sample size, delivery date, incentive and survey
                           length, GFOL's lack of response, at TNSI's election,
                           will be deemed a rejection, and subject to the other
                           provisions of this Agreement pertaining to
                           rejections. Nothing in this Subsection 5(a) will
                           restrict TNSI from obtaining competitive bids
                           pursuant to Subsection 7.1.2(c) below.

                  (b)      In the event that TNSI together with any present or
                           future TNSI Affiliates purchase Internet research
                           sample from a supplier other than GFOL in violation
                           of the first sentence of Subsection 5(a) above at an
                           aggregate price exceeding $[****] per contract
                           quarter commencing on the date of this

                                       10
<PAGE>
                  Agreement, TNSI will pay to GFOL an amount equal to [****]% of
                  such aggregate purchases in excess of $[****], within [****]
                  after the end of the pertinent contract quarter. The following
                  non-GFOL purchases, however, will not be subject to the
                  provisions of this Subsection 5(b) an will not give rise to
                  any payment obligations on the part of TNSI :

                           (1)      Purchases by TNSI Affiliates that such TNSI
                                    Affiliates must make from non-GFOL sources
                                    by virtue of contracts that predate TNSI's
                                    management of such TNSI Affiliates;

                           (2)      Purchases from non-GFOL sources following
                                    the rejection of Work Orders by GFOL
                                    pursuant to Sections 2.2.3 or 5(a);

                           (3)      Non-GFOL purchases on behalf of TNSI clients
                                    who expressly instruct TNSI to not purchase
                                    from GFOL or to purchase from a vendor other
                                    than GFOL; and

                           (4)      Purchases from External Vendors pursuant to
                                    Subsection 5(d) below.

                  Notwithstanding anything else contained in this Agreement
                  (including without limitation the provisions of Sections
                  12.2.1 and 17 below), GFOL will have no remedy for any
                  violations of the first sentence of Subsection 5(a) except as
                  is stated in this Subsection 5(b).

         (c)      TNSI will internally enforce its obligations under the first
                  sentence of Subsection 5(a) by (1) immediately hereafter and
                  periodically thereafter informing all pertinent employees of
                  those obligations, (2) penalizing employees for violating -
                  those obligations, (3) directing and training TNSI's manager
                  of its GFOL relationship to enforce those obligations and
                  prevent violations of them, and (4) causing that manager to
                  certify quarterly to GFOL the nature and number of violations
                  (if any) in the preceding contract quarter. In addition, GFOL
                  may audit TNSI's records of TNSI's sample purchases [****]
                  during the Term (and at the conclusion of the Term), at TNSI's
                  premises, at reasonable times and upon reasonable prior
                  written notice to TNSI, provided that the audit is limited to
                  GFOL's examination of records pertaining to GFOL's rights
                  under the first sentence of Subsection 5(a).

         (d)      Notwithstanding anything else contained in this Agreement in
                  general, and in the first sentence of Subsection 5(a) in
                  particular, TNSI may freely purchase Internet sample from
                  parties other than GFOL ("External Vendors") if that sample
                  consists of physicians, IT decision-makers, telecommunications
                  decision-makers, or C-Class corporate employees ("Sector
                  Sample"). TNSI will allow GFOL a reasonable opportunity to
                  make its own proposals from time to time to supply Sector
                  Sample to TNSI. TNSI's purchase of Sector Sample from External
                  Vendors will not give rise to any Qualifying Revenue under
                  Section 7.1.3 below.

6.       MSN Trademark Usage: TNSI agrees that in connection with its use of the
         MSN Service, TNSI will not use the business marks of the Microsoft
         Corporation, MSN, or their affiliated companies without their express
         written consent, which consent must be obtained through GFOL; provided
         that nothing herein will restrict TNSI from using any business marks of
         the Microsoft Corporation, MSN or their affiliated companies in manners
         expressly permitted by independent arrangements between TNSI and any of
         those companies, or by the common law.

                                       11


<PAGE>

7.       Fees.

         7.1.     Revenue Commitments:

                  7.1.1.   Minimum Guaranteed Revenue: TNSI has committed to
                           provide GFOL no less than $5,400,000 in revenue
                           arising from the purchase of and payment for the GFOL
                           Services as described in Section 1, during the first
                           two years of the Term (the "Minimum Guaranteed
                           Revenue"), subject to (a) the termination provisions
                           of Section 12.2 below, (b) the credits toward
                           Qualifying Revenue described in Section 7.1.3 below,
                           and (c) the right of TNS Operations to set off
                           against the Minimum Guaranteed Revenue or any monthly
                           installment thereof any monies owed by GFOL to TNS
                           Operations under the Asset Agreement. The Minimum
                           Guaranteed Revenue shall be paid monthly in advance,
                           subject as set forth in Section 8.1 below.

                  7.1.2.   Pricing. The pricing for the GFOL Services will be
                           the least of:

                           (a)      the pre-agreed listed pricing as set forth
                                    in Schedule 7.1.2, which Schedule will be
                                    reviewed and revised by the parties to their
                                    mutual satisfaction every [****] during the
                                    Term;

                           (b)      [****]% less than the best contract pricing
                                    offered by GFOL to any other market research
                                    company, strategic research company,
                                    advertising agency or consulting firm except
                                    Custom Research Inc. and Hall & Partners;
                                    and

                           (c)      [****]% of the average price offered to TNSI
                                    by competitors of GFOL for a specific study
                                    or project, if TNSI (1) obtains [****] or
                                    (if practicable, in view of the technical
                                    requirements of the study or project) [****]
                                    competitive bids from such competitors each
                                    of which competitors meets the performance
                                    requirements of Subsections 2.2.1(b)(i) and
                                    (ii) above and (2) discloses those
                                    competitive prices to GFOL;

                           provided that Subsection 7.1.2(a) above will not
                           pertain to the development or maintenance of TNSI
                           Proprietary Panels, the pricing for which will be
                           negotiated in good faith by the parties ad hoc,
                           subject to the provisions of Subsections 7.1.2(b) and
                           (c) above.

                  7.1.3.   Qualifying Revenue: TNSI shall receive credit against
                           its quarterly Minimum Guaranteed Revenue obligation
                           for GFOL Services performed by GFOL within the
                           quarter, as determined on a completed Work Order
                           basis, or completed milestone basis (when that
                           accounting convention pertains), which performance is
                           accepted by TNSI, subject to the provisions of
                           Section 7.1.4, and further subject as follows.
                           Revenue qualifying for such credit ("Qualifying
                           Revenue") shall not include amounts paid by TNSI as
                           incentives for survey respondents. Qualifying Revenue
                           shall include, without limitation, (a) fees for GFOL
                           Services purchased from GFOL to fulfill TNSI's
                           obligations to perform Assumed Contracts under and as
                           defined in the Asset Agreement, (b) [****]% of the
                           price set forth in all Work Orders that gave rise to
                           Improper Rejections, (c) the price of any Defective
                           Project that TNSI cancels pursuant to Subsection
                           2.2.4(b)(1) above, (d) the fees paid for services
                           actually rendered by GFOL pursuant to Work Orders
                           accepted by GFOL, Work Orders that gave rise to
                           Conditional Acceptances

                                       12
<PAGE>

                           by GFOL, and stopped work as described in Section 8.3
                           below, and (e) payments on account of Technical
                           Difficulties pursuant to Section 2.1.4.

                  7.1.4.   Quarterly Roll Forward and reconciliation: It is the
                           intention of the parties that in the first five (5)
                           quarters of this Agreement GFOL receive Qualifying
                           Revenue of no less than $[****]. It is also the
                           intention of the parties that despite the obligation
                           for TNSI to make minimum monthly payments, that the
                           variations in demand for research data experienced by
                           TNSI be accommodated. If, at the end of the second
                           quarter of this Agreement, Qualifying Revenue is in
                           excess of the quarterly Minimum Guaranteed Revenue
                           ($[****]) then TNSI shall pay such excess to GFOL in
                           cash (except to the extent that such excess is
                           related to Qualifying Revenue defined in Subsections
                           7.1.3(b) and (c)) together with the first Monthly
                           Prepayment of the third quarter's Minimum Guaranteed
                           Revenue. The entire amount of such excess shall be
                           known as a "Positive Roll Forward Amount". In the
                           event that the Qualifying Revenue received by GFOL
                           during the second quarter of this Agreement is less
                           than the quarterly Minimum Guaranteed Revenue
                           ($[****]) that amount (a "Negative Roll Forward
                           Amount") may be Rolled Forward into the next
                           succeeding three quarters of the Agreement, provided
                           that the maximum Negative Roll Forward Amount that
                           may exist at the end of any quarter during the first
                           five (5) quarters of the Agreement is $[****].
                           Negative Roll Forward Amounts may be used in the
                           first five (5) quarters of this Agreement to defray
                           TNSI's obligation to pay Positive Roll Forward
                           Amounts. At the end of each of the third, fourth and
                           fifth quarters of this Agreement, the parties will
                           reconcile Negative and Positive Roll Forward Amounts
                           so that if the cumulative cash received by GFOL from
                           the inception of this Agreement (the "Cumulative
                           Period"), plus Qualifying Revenue as defined in
                           Subsections 7.1.3(b) and (c) in the Cumulative
                           Period, is in excess of the Qualifying Revenue for
                           that Cumulative Period and the Qualifying Revenue
                           exceeds the Minimum Guaranteed Revenue and is in
                           excess of the Minimum Guaranteed Revenue for such
                           Cumulative Period, GFOL will refund such amount to
                           TNSI within [****] of the end of the quarter. If the
                           cumulative cash received by GFOL at the end of the
                           Cumulative Period (plus Qualifying Revenue as defined
                           in Subsections 7.1.3(b) and(c)) is in excess of the
                           cumulative Minimum Guaranteed Revenue, but the
                           cumulative Minimum Guaranteed Revenue has not been
                           achieved, GFOL will reimburse TNSI for that amount of
                           the cumulative cash received (plus Qualifying Revenue
                           as defined in Subsections 7.1.3(b) and (c)) in excess
                           of the cumulative Minimum Guaranteed Revenue amount.
                           The intent of the preceding mechanism is to reconcile
                           any Positive Roll Forward Amounts paid to GFOL above
                           the cumulative Minimum Guaranteed Revenue amount to
                           the cumulative Qualifying Revenue (including
                           Qualifying Revenue as defined in Subsections 7.1.3(b)
                           and (c)) in excess of the cumulative Minimum
                           Guaranteed Revenue, and to refund any over paid
                           amounts above the Minimum Guaranteed Revenue amount.
                           If at the end of the fifth quarter and after
                           completion of the foregoing reconciliation there are
                           Negative Roll Forward Amounts of $[****] or less,
                           TNSI will be entitled to apply these amounts in three
                           equal installments to any GFOL Services (including
                           fees pursuant to Section 2.1.4) purchased in the
                           sixth, seventh and eighth quarters above the
                           Guaranteed Minimum Revenue amount (reduced for
                           Qualifying Revenue pursuant to Subsections

                                       13
<PAGE>

                           7.1.3(b) and (c)). All Negative Roll Forward Amounts
                           in excess of $[****] at the end of the fifth quarter
                           will be forfeited. Similarly, at the end of the first
                           two years of this Agreement TNSI will forfeit all
                           amounts paid as Guaranteed Minimum Revenue to the
                           extent that such payments exceeded Qualified Revenue.
                           TNSI's ability to Roll Forward any amount will not
                           relieve it of its obligation to make the Minimum
                           Revenue payment each month in advance.

                  7.1.5.   Reporting. Within [****] after the end of each month,
                           GFOL will deliver to TNSI a report that details
                           cumulative cash received, cumulative Minimum
                           Guaranteed Revenue and cumulative Qualifying Revenue.
                           Cumulative Qualifying Revenue will detail on a
                           month-to-date and contract-inception-to-date basis
                           each Work Order performed by GFOL for TNSI and the
                           fee associated with that Work Order. Within [****]
                           after the end of each contract quarter, TNSI will
                           provide GFOL a detailed report of all Qualifying
                           Revenue claimed under Subsections 7.1.3 (b) and (c),
                           including the Improper Rejections and Defective
                           Projects to which such Qualifying Revenue relates,
                           and in the case of Improper Rejections a
                           certification by TNSI's manager of its relationship
                           with GFOL (a) as to the identity of the alternative
                           contractor and (b) that the work order that was
                           performed by that alternative contractor (1) was
                           substantially identical to the Work Order submitted
                           by TNSI to GFOL that gave rise to the Improper
                           Rejection, and (2) was performed at a price no
                           greater than [****]% of that Work Order. The
                           certification must be accompanied by copies of the
                           Work Orders and bids obtained from the alternative
                           contractor for each Improper Rejection, with names
                           and logos of the alternative contractors redacted,
                           and all subject to any confidentiality obligations
                           owed by TNSI to the alternative contractors.

8.       Payment Terms/Stopped Work:

         8.1      Monthly Pre-Payments: TNSI shall pre-pay its Minimum
                  Guaranteed Revenue amount for each month of the first two
                  years of the Agreement, between the first and fifth days
                  (inclusive) of each calendar month, in the amount of $200,000
                  per month in the first year and $300,000 per month in the
                  second year; provided that because the parties anticipate that
                  TNSI's clients' demand for the GFOL Services will take several
                  months to develop and mature from and after the execution of
                  this Agreement, no payment will be due from TNSI to GFOL for
                  GFOL Services during or with respect to the first [****] of
                  the Term; and provided further that on the first day of the
                  [****] month of the Term TNSI will pay for any GFOL Services
                  used by TNSI in the first [****] months of the Term in excess
                  of $[****], and any excess will be considered Qualify Revenue
                  as well as a Positive Roll Forward Amount.

         8.2.     Other Payments. To the extent TNSI orders GFOL Services in
                  excess of Minimum Guaranteed Revenue amounts during the sixth,
                  seventh and eighth quarter net of any Negative Roll Forward
                  amount to which TNSI is entitled during those quarters, any
                  excess amounts due for GFOL Services will be payable by TNSI
                  quarterly with the first payment for the following quarter.
                  After the first two years of the Term, the timing of TNSI's
                  payments

                                       14
<PAGE>

                  for GFOL Services will be no less favorable than GFOL's
                  standard commercial terms.

         8.3      Stopped Work: . In the event TNSI cancels any Work Orders,
                  TNSI will compensate GFOL for its panel fees or other sample
                  fees, to the extent of GFOL's performance of those Work
                  Orders, such compensation to be reasonably negotiated at the
                  time by the parties, giving consideration to such factors as
                  incidence, response rates, and number of respondents. TNSI
                  agrees that its right to stop or cancel work does not relieve
                  it from the obligation to provide the Minimum Guaranteed
                  Revenue.

9.       Exclusive Alliance.

         9.1      Purpose and Nature of Alliance. The parties acknowledge that
                  (a) a principal purpose of this Agreement is to grant TNSI
                  certain exclusive relationships and entitlements relative to
                  GFOL's business, so as to cause the parties to develop and
                  promote TNSI's online market research business, (b) the
                  parties have entered into the Asset Agreement in anticipation
                  of and in reliance on those exclusive relationships and
                  entitlements, as the same are set forth in this Section 9 and
                  elsewhere in this Agreement, (c) TNSI will be investing in
                  educating the marketplace about the proposed growth of TNSI's
                  online market research business, and (d) GFOL desires to help
                  TNSI protect that investment. Unless otherwise stated herein,
                  all of the provisions set forth below in this Section 9 will
                  endure throughout the Initial Term of this Agreement and any
                  Renewal Terms (as those terms are hereinafter defined).

         9.2      Non-Competition; Referrals.

                  (a)      GFOL will be free to offer, sell and perform the
                           following market research services and create, offer,
                           sell and deliver the following products ("Permitted
                           Transactions"):

                           (1)      Any sales to other market research
                                    companies, and sales to those strategic
                                    research companies that are listed in
                                    Schedule 9.2(a)(1), which list the parties
                                    may by mutual agreement (such agreement not
                                    to be unreasonably withheld) modify from
                                    time to time after the execution hereof.
                                    Such sales may include, but are not limited
                                    to, assistance with study and questionnaire
                                    design, questionnaire programming, sample
                                    provision, survey hosting, online
                                    qualitative research, proprietary tools such
                                    as QuickTake, tabulation and coding,
                                    proprietary panel development, and
                                    syndicated study development.

                           (2)      Sales of sample and/or of programming or
                                    hosting services to advertising agencies for
                                    the benefit of the agencies' clients, but
                                    not for the direct benefit of those agencies
                                    with regard to studies of or for their own
                                    respective enterprises or industry.

                           (3)      Sales of sample and/or of programming or
                                    hosting services to consulting firms for the
                                    benefit of those firms' clients, but not

                                       15
<PAGE>

                                    for the direct benefit of those firms with
                                    regard to studies of or for their own
                                    respective enterprises or industry, and not
                                    to Arthur Andersen, Accenture or KPMG for
                                    any purpose whatever.

                           (4)      Sales to End-Users of the services and
                                    products (i.e., companies other than market
                                    research companies, advertising agencies and
                                    consulting companies, which are purchasing
                                    the services and products for their own
                                    direct benefit with regard to studies of or
                                    for their own respective enterprises or
                                    industries ("End-Users")), provided that
                                    each such sale is performed through or
                                    jointly with a software or technology
                                    company (including a technology integration
                                    company or consultant) that is selling or
                                    providing software or technology services or
                                    products that will be integrated with, added
                                    directly onto, or placed directly within
                                    GFOL's products or services which are the
                                    subject of the pertinent GFOL transaction.
                                    This exemption shall also apply should GFOL
                                    acquire or be acquired by (through any Sale
                                    Transaction, as defined in Section 11.1
                                    below) a software or technology company with
                                    whose products or services the GFOL products
                                    and services are integrated, subject to the
                                    provisions of Section 11 below. The
                                    exemption will also apply to GFOL's sales of
                                    any technology product or service that is
                                    not directly related to the provision of
                                    market research services, such as CRM or
                                    marketing solutions.

                           (5)      Sales of custom quantitative market research
                                    services to [****], to the extent required
                                    of GFOL pursuant to a certain Sale and
                                    Purchase Agreement and Escrow Rider
                                    Agreement between that person and GFOL dated
                                    December 27, 1999.

                           Except for the Permitted Transactions, GFOL and its
                           officers and employees (while employed by GFOL) will
                           not perform or sell any market research services or
                           products (including without limitation study design,
                           questionnaire design, questionnaire programming,
                           sample provision, survey hosting, online qualitative
                           research, proprietary tools such as QuickTake,
                           tabulation and coding, analysis, report preparation,
                           proprietary panel development, and syndicated study
                           development).

                  (b)      GFOL and its officers will not acquire or hold any
                           ownership interest in any company that performs or
                           sells any market research services or products
                           directly for or to End-Users, except for up to
                           [****]% of the equity of a company whose securities
                           are traded publicly on a stock exchange or through a
                           national securities listing service. This restriction
                           shall not apply in the event of a change in control
                           of GFOL, subject to the provisions of Section 11
                           below.

                  (c)      GFOL will not promote any other market research
                           company, other than by publicizing GFOL's commercial
                           arrangements for selling products and services to
                           such company, and except for abiding by GFOL's
                           contract with CRI dated October 31, 2001 pertaining
                           to the

                                       16
<PAGE>

                           [****] Account. Nothing contained herein will be
                           deemed to preclude other market research companies,
                           data providers or software or technology companies
                           from advertising or marketing that their products or
                           services are built with, founded upon or incorporate
                           GFOL products and services. Nothing contained herein
                           will prevent GFOL from providing technical sales
                           support with respect to GFOL Services to market
                           research firms, provided that GFOL receives no extra
                           revenue participation or profit participation
                           relative to the pertinent sales in exchange for
                           providing such technical support. Nothing in this
                           Agreement will prevent GFOL from providing technical
                           sales support to companies with which GFOL has
                           developed syndicated research products, regardless of
                           the manner in which GFOL is compensated.

                  (d)      Except for Permitted Transactions with End Users,
                           GFOL will refer all market research business for
                           End-Users, all market research opportunities for or
                           with End-Users of which GFOL learns (other than
                           market research opportunities for End-Users of which
                           it learns solely by virtue of being engaged in
                           Permitted Transactions), and all market research
                           inquiries from End-Users which GFOL receives,
                           exclusively to TNSI, and to no other market research
                           company, anywhere in the world. GFOL will also refer
                           all advertising agencies, consulting firms and
                           software or technology companies with which it deals
                           to TNSI, as GFOL's preferred custom market research
                           partner, in the case of any market research services
                           (1) for the direct benefit of those entities with
                           regard to studies of or for their own respective
                           enterprises or industry, and (2) for the entities'
                           End-User clients that are not Permitted Transactions.
                           GFOL will also use commercially reasonable efforts to
                           refer to TNSI any market research work that a
                           strategic research company listed in Schedule
                           9.2(a)(1) considers with GFOL but that GFOL can not
                           or chooses not to perform. Notwithstanding anything
                           else contained in this Subsection (d), however, GFOL
                           will not refer market research business from [****]
                           to TNSI and will not advise TNSI of any [****] market
                           research opportunities of which it learns; but TNSI
                           will nevertheless be free to solicit market research
                           business from and sell and perform market research
                           services and products for and to [****], and to build
                           proprietary panels for [****], all without
                           restriction; and in connection with such [****]
                           projects TNSI may purchase GFOL Services from GFOL,
                           and GFOL will sell GFOL Services to TNSI, pursuant to
                           the other terms of this Agreement.

                  (e)      The restrictions imposed by this Section 9 shall
                           expire on the occurrence of:

                           (i) TNSI's failure to provide GFOL $300,000 of
                           Qualifying Revenue in any calendar quarter after the
                           2 year anniversary of this Agreement;

                           (ii) the termination of this Agreement for any
                           reason.

         9.3      TNSI's Key Clients. On the date hereof, and on the anniversary
                  date hereof during each year of the Term, TNSI will identify
                  to GFOL any three of TNSI's key clients (the "Key Clients").
                  During the contract year

                                       17
<PAGE>

                  beginning on each such date, GFOL will not knowingly sell GFOL
                  Services to any other entity (including without limitation any
                  market research company, strategic research company,
                  advertising agency, consulting firm, or software or technology
                  company) on projects as to which those Key Clients are
                  End-Users. For the first contract year of this Agreement, Key
                  Clients shall be IBM, UPS and Chase. In order for TNSI to
                  designate a client as a Key Client in any subsequent contract
                  year of this Agreement, that client must be: (a) an End-User
                  (and not a market research company), (b) a company with which
                  TNSI has a substantial business relationship and from which it
                  has received substantial revenue in the previous 12 months,
                  (c) in the case of a client that is designated a "Fortune 500
                  Company" (or the most similar designation should the Fortune
                  500 designation no longer exist at the time a Key Client is
                  chosen) , limited to the division, operating unit, business
                  unit within the client with which TNSI has a substantial
                  business relationship and from which it has received
                  substantial revenue in the previous 12 months, (d) not an
                  End-User in Permitted Transactions described in Subsections
                  9.2(a)(2), (3) or (4) above, which, within the previous 12
                  months, as demonstrated by GFOL to TNSI with reasonable
                  evidence, is an End User client of a market research company
                  (1) for which market research company GFOL rendered $[****] of
                  GFOL Services in the previous year or will render in the
                  current year on an annualized rate based on the last two
                  quarters' sales performance and (2) for which End User client
                  GFOL rendered $[****] worth of GFOL Services during that
                  period, and (e) not Arthur Andersen, Accenture or KPMG.

         9.4      Internet Link. GFOL will: (a) prominently place TNSI's
                  reasonable choice of logo, name, and, to the extent of TNSI's
                  lawful right to do so (which lawful right GFOL will not
                  contest), branding as "Greenfield Online Custom Research" on
                  GFOL's World Wide Web home page and such other places within
                  GFOL's Web site as TNSI may reasonably request; (b) if and
                  when GFOL is not branding TNSI's reasonably designated logo as
                  provided in clause (a) above, will identify TNSI's reasonably
                  designated business name and unit in all such locations as
                  GFOL's "Custom Research Client Referral Partner"; and (c) will
                  enable readers to click from each of those spots by hyperlink
                  to a TNSI Web site designated by TNSI to GFOL, subject to
                  GFOL's prior approval of that Web site as to content and
                  functionality, which consent will not be unreasonably withheld
                  or delayed. The initial placement of that copy and those links
                  will be completed no later than one business day after the
                  execution of this Agreement.

         9.5      Publication of Alliance. TNSI may, to the extent of TNSI's
                  lawful right to do so (which lawful right GFOL will not
                  contest), freely publicize the facts that (a) TNSI (or a unit
                  within TNSI or the Taylor Nelson Sofres Group) has acquired
                  GFOL's custom market research business and (b) TNSI (or a unit
                  within TNSI) is GFOL's "Custom Research Client Referral
                  Partner" and "Greenfield Online Custom Research." Without
                  limiting the generality of the foregoing, to the extent of
                  TNSI's lawful right to do so, TNSI may freely publicize such
                  statements in its collateral literature and Web sites.
                  Wherever TNSI's Web site refers to TNSI (or a unit within
                  TNSI) as "Greenfield Online Custom Research" or GFOL's "Custom
                  Research

                                       18
<PAGE>

                  Client Referral Partner," TNSI will provide a hyperlink to
                  GFOL's Web site. GFOL will not initiate any cause of action to
                  contest any such statements as an infringement of GFOL's
                  trademarks or trade names, so long as such statements are
                  factual. Nothing herein will be construed as limiting GFOL's
                  ability to render lawfully required evidence, testimonial or
                  otherwise in any action initiated by others to contest TNSI's
                  use of these trademarks and tradenames. GFOL will not identify
                  any other person or entity as either "Greenfield Online Custom
                  Research" or as GFOL's "Custom Research Client Referral
                  Partner," or any confusingly similar designation, and will not
                  grant any person or entity other than TNSI the right to do so.
                  In GFOL's Web site and all collateral material, (x) TNSI (or
                  its designated name for its online market research business
                  unit) will be placed at the top of all listings of GFOL's
                  market research partners (or similar listings of market
                  research companies with which GFOL does business), with a link
                  to TNSI's designated Web site, and (b) GFOL's Web site and all
                  printed collateral materials will eliminate any content
                  suggesting that GFOL itself provides services direct to End
                  Users.

         9.6      Financial Viability; No Conflicts. GFOL represents and
                  warrants to TNSI that to the best of its knowledge and belief
                  as of the date of this Agreement, GFOL believes and intends
                  that it can and will have the financial and operational
                  capability to perform this Agreement for the Term, and that
                  except as disclosed in Section 5.17 of the Asset Agreement,
                  there is no future circumstance that could cause GFOL to cease
                  having that capability. GFOL also represents and warrants that
                  its obligations set forth in this Agreement (including without
                  limitation those contained in Sections 7.1.2, 9 and 11 hereof)
                  will not conflict with or violate the terms of any other
                  contract to which GFOL is bound. During the Term, GFOL will
                  provide TNSI with GFOL's quarterly unaudited balance sheet and
                  income statements, and its annual audited balance sheet and
                  income statements. TNSI will treat those items as GFOL's
                  proprietary confidential information. "GFOL's best knowledge
                  and belief" shall mean the actual knowledge and belief as of
                  the date of this Agreement of Dean A. Wiltse, Robert E. Bies,
                  Jonathan A. Flatow, Hugh O. Davis and Jason Levy. None of the
                  aforementioned individuals shall have any personal liability
                  or obligation to any other party, including, but not limited
                  to TNSI, arising out of a breach of this representation and
                  warranty.

10.      Non-Hiring of Employees.

                  Subject to the provisions of Section 7.15 of the Asset
                  Agreement with respect to GFOL's employee Ray Benak, GFOL and
                  TNSI each agree, during the Term, not to hire one another's
                  employees and individual contractors, unless the parties agree
                  otherwise. In addition, if GFOL consummates a Sale Transaction
                  as defined in Section 11.1 below to a competitor of TNSI as
                  described in Section 11.6 below, and if this Agreement
                  terminates as provided in Section 11.6 below, GFOL, its
                  acquiror and their successors and assigns will abide by the
                  covenant set forth in the previous sentence for two years
                  after the Term ends only with

                                       19
<PAGE>

                  respect to the former employees of GFOL whom TNSI has hired
                  pursuant to the terms of the Asset Agreement.

11.      Termination and Continuity of GFOL's Business. During the Term:

         11.1     Termination of Operations. Should GFOL take any material steps
                  toward terminating all or a material portion of its Internet
                  panel business (as opposed to selling or otherwise
                  transferring those operations or its assets or business), GFOL
                  will provide TNSI with earliest reasonable notice of the
                  termination or possible termination in advance of its
                  effective date, so as to ensure TNSI the maximum reasonable
                  time to plan for business contingencies, even if the decision
                  to terminate has not yet been finalized. Following such
                  notice, at TNSI's election, GFOL will negotiate with TNSI in
                  good faith to enable TNSI (or an affiliated company) to
                  purchase all or substantially all of GFOL's business, whether
                  through an asset sale, stock sale, merger or otherwise (a
                  "Sale Transaction"). Should GFOL indicate its intention to
                  terminate operations, any Minimum Guaranteed Revenue
                  obligations due GFOL by TNSI will terminate immediately.

         11.2     Bankruptcy. Should GFOL take any material steps toward filing
                  for liquidation or reorganization under any pertinent
                  bankruptcy or insolvency statute, or making a general
                  arrangement with respect to its creditors, GFOL will provide
                  TNSI with earliest reasonable notice of the possible action in
                  advance of its effective date, so as to ensure TNSI the
                  maximum reasonable time to plan for business contingencies,
                  even if the decision to take such action has not yet been
                  finalized. Should any creditor or group of creditors who alone
                  or together have standing to place GFOL in involuntary
                  bankruptcy advance a credible threat of filing an involuntary
                  bankruptcy petition against GFOL, and should GFOL not promptly
                  eliminate that threat by paying, or by contractually arranging
                  for the payment of, the pertinent obligations owed to such
                  persons, GFOL will promptly notify TNSI of that threat, so as
                  to ensure TNSI the maximum reasonable time to plan for
                  business contingencies.

         11.3     Determination to Sell GFOL's Business. Should (a) GFOL's board
                  of directors by resolution determine to place its business on
                  the market for acquisition in any Sale Transaction, or (b)
                  GFOL take material steps toward the commencement of such a
                  marketing effort or begin negotiations for such a transaction
                  with any other party, GFOL will within five business days
                  notify TNSI of that resolution or action, and at TNSI's
                  election will begin to negotiate with TNSI in good faith to
                  enter into a Sale Transaction with TNSI or an affiliated
                  company, and will continue such negotiation with TNSI or that
                  affiliated company for so long as that negotiation is
                  proceeding in good faith but with no obligation to continue it
                  for more than [****], before consummating a Sale Transaction
                  with any other person.

         11.4     Receipt of Offer to Purchase GFOL's Business. Should GFOL
                  receive a bona fide written offer from a third party to
                  purchase GFOL's business in any Sale Transaction, GFOL will
                  within five business days notify TNSI of the existence (but
                  not the terms of) that offer, and will inform TNSI whether the
                  potential acquiror is a competitor of TNSI. TNSI or an

                                       20
<PAGE>

                  affiliated company will have 30 days after receiving that
                  notice in which to submit its own offer of acquisition.

         11.5     Acquisition of GFOL by Non-Competitor. Should GFOL be acquired
                  in any Sale Transaction by a company other than a company as
                  to which market research is a material portion of the business
                  of that company or of any of its affiliates, this Agreement
                  will survive that acquisition.

         11.6     Acquisition of GFOL by a Competitor. Should GFOL be acquired
                  in any Sale Transaction by a company as to which market
                  research is a material portion of the business of that company
                  or of any of its affiliates, at TNSI's election this Agreement
                  will either (a) terminate immediately upon the closing of the
                  Sale Transaction, (b) survive that Sale Transaction, or (c)
                  remain in force for up to six months (at TNSI's election)
                  after the closing of the Sale Transaction if that closing
                  occurs during the first two years of the Term, or for up to
                  twelve months (at TNSI's election) after the closing if the
                  closing occurs after the second year of the Term. In addition,
                  should such a closing occur during the first two years of the
                  Term, and should TNSI elect to terminate this Agreement during
                  the first two years of the Term pursuant to the provisions of
                  this paragraph, GFOL will pay TNSI a sum equal to $[****]
                  multiplied by a fraction, the numerator of which is the number
                  of months remaining in that two-year period from the effective
                  date of the termination of this Agreement, and the denominator
                  of which is 24.

12.      Term of Contract and Termination:

         12.1.    Term. (a) The Term of this Agreement shall be five (5) years
                  (the "Initial Term"), beginning January 31, 2002 (the
                  "Effective Date").

                  (b)      TNSI may renew this Agreement from year to year for
                           an indefinite number of additional one-year terms
                           ("Renewal Terms"), on the identical terms and
                           conditions as provided herein, by delivering to GFOL,
                           in each instance between 30 and 90 days prior to the
                           expiration of the then current Term, notice of TNSI's
                           intention to renew, provided that in each such
                           instance GFOL may deny that renewal if TNSI will not
                           have provided GFOL with at least $[****] in
                           Qualifying Revenue during the 12 months immediately
                           preceding that notice.

                  (c)      As used throughout this Agreement, the word "Term"
                           standing alone shall refer to the then-current
                           Initial Term or Renewal Term.

         12.2.    Termination and Notice.

                  12.2.1.  GFOL may terminate this Agreement for TNSI's material
                           breach hereof. A material breach by TNSI shall occur
                           only if any one of the following breaches occurs:

                           (a)      The failure of TNSI (or any TNSI Affiliate)
                                    to timely make any payments due under
                                    Sections 7 and 8 within 10 days after
                                    receiving

                                       21
<PAGE>

                                    notice from GFOL of such delinquency more
                                    than twice during any calendar year.

                           (b)      Any breach of Section 10 by TNSI (or any
                                    TNSI Affiliate) that TNSI does not cure
                                    within [****] after receiving notice from
                                    GFOL of the breach. In order to cure such
                                    breach TNSI must pay GFOL all reasonable
                                    recruiting fees and expenses associated with
                                    sourcing and hiring an appropriate
                                    replacement

                           (c)      Material and repeated breaches by TNSI of
                                    any of Sections 2.1.3, 2.1.4, 2.1.5, and
                                    2.1.9 which, in the aggregate, cause GFOL
                                    monetary damage for which TNSI does not
                                    fully and timely indemnify GFOL pursuant to
                                    Section 17 below.

                           (d)      Material breaches of any of Sections 2.1.6,
                                    2.1.7, 2.1.8, 3, 6 and 14 that TNSI does not
                                    cure or desist from within [****] after
                                    receiving notice from GFOL of the breach and
                                    for which TNSI does not fully and timely
                                    indemnify GFOL pursuant to Section 17 below,
                                    provided that TNSI may commit only [****]
                                    breaches of the aforementioned Sections in
                                    any 12 month period.

                  12.2.2.  TNSI may terminate the Agreement for (a) GFOL's
                           default of its performance obligations set forth in
                           Section 2.2 above, or (b) GFOL's material breach of
                           any other provision hereof upon [****] written notice
                           specifying the nature of such other breach, if GFOL
                           does not cure such other breach during such notice
                           period, or (c) GFOL's material breach of the Asset
                           Agreement which gives rise to an Established Loss as
                           defined therein and which is not timely cured
                           pursuant to the provisions of that document or which
                           is not otherwise readily cured by the payment of
                           monies through the set-off provisions provided in
                           Section 8.8 thereof, or (d) to the extent permitted
                           by law, a general assignment by GFOL for the benefit
                           of creditors, or the filing by or against GFOL of any
                           proceeding under any insolvency or bankruptcy law,
                           unless in the case of a proceeding filed against GFOL
                           the same is dismissed within [****], or the
                           appointment of a trustee or receiver to take
                           possession of all or substantially all of the assets
                           of GFOL unless possession is restored to GFOL within
                           [****], or any execution or other judicially
                           authorized seizure of all or substantially all of
                           GFOL's assets unless such seizure is discharged
                           within [****].

         12.3.    Effect of Termination. Upon a termination as provided in
                  Section 12.2.1 or 12.2.2, all rights and duties of the parties
                  toward each other shall cease except those which by their
                  terms are clearly intended to survive such termination,
                  provided, that in the event of a termination by GFOL pursuant
                  to Section 12.2.1, TNSI shall be obligated to pay, within
                  [****] after the effective date of termination, a Termination
                  Payment calculated by subtracting the total amount of all
                  revenue received by GFOL from TNSI for the sale of the GFOL
                  Services through the effective date of termination or
                  cancellation (including without limitation all Qualifying
                  Revenue described in Section 7.1.3 above), from $5,400,000.

         12.4.    Notices. All notices required or permitted under this
                  Agreement shall be in writing, reference this Agreement and be
                  deemed given one (1) day after

                                       22
<PAGE>

                  deposit with a commercial overnight carrier for overnight
                  delivery, with written verification of receipt, or three (3)
                  days after dispatch via U.S. Certified Mail, return receipt
                  requested, or upon receipt by facsimile transmission if the
                  sender has proof of transmission; provided that any notices
                  under Sections 12.2.1 or 12.2.2(b) must be sent by overnight
                  courier or U.S. Certified Mail. All communications will be
                  sent to the following addresses:

Greenfield Online, Inc.                 TNSI

Dean Wiltse                             Bruce Shandler
Greenfield Online, Inc.                 Taylor Nelson Sofres Intersearch
21 River Road                           Corporation
Wilton, CT 06897                        410 Horsham Road
203-846-5700                            Horsham, PA  19044
dwiltse@greenfield.com                  215-4429609
                                        Fax: 215-675-6795
Fax: 203-846-5802                       bruce.shandler@intersearch.TNSIofres.com

With a Copy to:                         With a Copy to:

Jonathan A. Flatow                      Michael Slotznick
Greenfield Online, Inc.                 Vice President Legal
21 River Road                           Taylor Nelson Sofres Intersearch
Wilton, CT 06897                        Corporation
T 203-846-5721                          410 Horsham Road,
F 203-846-5749                          Horsham, PA 19044
Jflatow@greenfield.com                  215-773-4066
                                        Fax:  215-675-6795
                                        mike.slotznick@intersearch.TNSIofres.com

13.      Jointly Developed Panels.

         Unless otherwise agreed, GFOL will hold jointly developed panels solely
         for TNSI's use.

14.      Confidentiality:

         Each party agrees to keep confidential and (except as provided below)
         not to disclose to any other person any confidential information of the
         other party, both during the Term and thereafter. Confidential
         information will include, without limitation, (a) the terms of this
         Agreement and (b) the confidential information described in Sections 4
         and 9.6 above. A party's confidential information will exclude
         information that is or comes to be in the public domain, is acquired by
         the other party from a third party without apparent restriction, or is
         already possessed or is hereafter independently developed by the other
         party. Each party will disclose the other's confidential information to
         its employees, professional advisors and affiliates only on

                                       23
<PAGE>

         a need-to-know basis, and will take the same measures to secure the
         other's confidential information as it takes to secure its own
         confidential information of similar type and importance.
         Notwithstanding the provisions of this Section 14, a party may disclose
         the other party's confidential information pursuant to a judicial or
         other governmental order, upon prompt notice to the other party of the
         requirements of that order.

15.      NO GUARANTEES. There are no guarantees whatsoever made by either party
         as to the results of its efforts in connection with marketing the
         services of each other or in connection with any potential revenues
         which may be received by TNSI or TNS Operations in connection with the
         latter's acquisition of GFOL's Custom Business under the Asset
         Agreement. There are no warranties, promises, or statements made by
         either party except as specifically stated herein, or in separate Work
         Orders, with respect to any matter. Neither party has made any
         affirmation of fact or promise relating to the services or duties that
         are the subject of this Agreement other than as stated herein, and the
         parties acknowledge that they have relied on no warranties, promises,
         or statements other than those expressly set forth in this Agreement.
         The parties acknowledge that any estimates, projections, or forecasts
         provided to either of them by or on behalf of the other party are only
         estimates and are not representations that such estimates will be
         realized.

16.      WARRANTY AND DISCLAIMER. Each party (a "Warranting Party") warrants to
         the other that the use by the other of any software, data,
         methodologies, trademarks or other intellectual property furnished by
         the Warranting Party will not infringe on any third party's
         intellectual property rights, or violate the terms of any license or
         covenant to which the Warrantor is bound. EXCEPT AS EXPRESSLY SET FORTH
         IN THIS SECTION 16 AND ELSEWHERE IN THIS AGREEMENT, OR IN SEPARATE WORK
         ORDERS AS DESCRIBED IN SECTION 1, THE PARTIES MAKE NO WARRANTIES
         HEREUNDER AND EXPRESSLY DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR
         IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY
         AND FITNESS FOR A PARTICULAR PURPOSE.

17.      Indemnification.

         17.1     General Indemnification by GFOL.

                  (a)      Subject to the provisions of Section 2.2.4 above,
                           GFOL will protect, defend, indemnify and hold
                           harmless TNSI, its officers, directors, employees,
                           agents and affiliates and their respective successors
                           and assigns, from, against and in respect of any and
                           all losses, costs, damages, charges or expenses
                           (including, without limitation, reasonable attorney's
                           fees, costs, and expenses, and the costs of
                           investigation) (the "Losses", and each a "Loss"),
                           subject to the limitations set forth in Subsection
                           (b) below resulting from (1) any misrepresentation,
                           breach of any warranty or non-fulfillment of any
                           covenant or agreement on the part of GFOL contained
                           in this Agreement or any Schedules hereto, and (2)
                           any and all litigation, actual or threatened,
                           relating to any alleged or actual act or omission of
                           GFOL occurring during or after the Term.

                                       24
<PAGE>

                  (b)      With regard to claims for Losses asserted by TNSI
                           pursuant to this Section 17.1 and Section 8.2(b) of
                           the Asset Purchase Agreement, in no event shall
                           TNSI's right to be indemnified exceed $2,000,000. It
                           is the intention of the parties that this dollar
                           limit is and will be the total aggregate dollar limit
                           for indemnification by GFOL set forth in this Section
                           17 and Section 8.2(b) of the Asset Agreement.

         17.2     General Indemnification by TNSI.

                  (a)      TNSI agrees to protect, defend, indemnify and hold
                           harmless GFOL, its officers, directors, employees,
                           agents and affiliates and their respective heirs,
                           personal representatives, successors and assigns,
                           from, against and in respect of any and all losses,
                           costs, damages, charges or expenses (including,
                           without limitation, reasonable attorney's fees,
                           costs, and expenses, and the costs of investigation)
                           resulting from (a) any misrepresentation, breach of
                           any warranty or non-fulfillment of any covenant or
                           agreement on the part of TNSI contained in this
                           Agreement or any Schedules hereto, and (b) any and
                           all litigation, actual or threatened, relating to any
                           alleged or actual act or omission of TNSI or its
                           affiliates occurring during or after the Term.

                  (b)      With regard to claims for Losses asserted by GFOL
                           pursuant to this Section 17.2, in no event shall
                           GFOL's right to be indemnified exceed $2,000,000.

         17.3     Claims. GFOL and TNSI shall, in a timely manner, provide each
                  other notice of (a) all third party actions, suits,
                  proceedings, claims, demands and assessments subject to the
                  indemnification provisions of this Section 17 (collectively,
                  "Third Party Claims") brought at any time following the date
                  hereof, and (b) all other claims or demands for
                  indemnification pursuant to the provisions of this Section 17.

         17.4     Third Party Claims. The party against whom a Third Party Claim
                  is brought shall make available to the indemnifying party (at
                  the cost of the indemnifying party) all relevant information
                  material to the defense of such claim. The indemnifying party
                  shall have the right to control the defense of all Third Party
                  Claims with counsel of its choice. The indemnified party shall
                  have the right to elect to join in the defense of any Third
                  Party Claim at its sole expense, and no claim shall be settled
                  or compromised without the consent of the indemnified party,
                  which consent shall not be unreasonably withheld or delayed,
                  unless such settlement or compromise releases the indemnified
                  party from any liability in respect of such claim or results
                  in the dismissal with prejudice of such claim such that no
                  further action could be brought against the indemnified party
                  with respect thereto, in which case the consent of the
                  indemnifying party is not required.

         17.5     Other Claims. The party who asserts the claim for
                  indemnification other than a Third-Party Claim shall provide
                  in the notice to the indemnifying party the nature and the
                  amount of the losses asserted. If the indemnifying party,
                  within a period of 30 days after the giving of the indemnified
                  party's notice, shall not give written notice to the
                  indemnified party announcing its intention to contest such
                  assertion of the indemnified party, such assertion of the
                  indemnified party shall be deemed accepted in the amount of
                  the loss, and the loss shall be deemed established. If

                                       25
<PAGE>

                  however, the indemnifying party contests the assertion of the
                  loss, within the 30-day period, the indemnified party shall
                  have the right to bring suit to resolve the contested
                  assertion. The indemnified party and the indemnifying party
                  may agree in writing, at any time, as to the existence and the
                  amount of the loss, and upon the execution of such agreement,
                  such loss shall be deemed established.

         17.6     Establishment of Losses. A Loss shall be deemed established
                  (an "Established Loss") (a) in the case of a Third Party
                  Claim, where the indemnifying party fails to defend or contest
                  such claim in writing within 30 days after receipt of written
                  notice of such claim, (b) with respect to a Third Party Claim
                  where such Loss has been determined and established by a
                  final, binding non-appealable judgment of a court of competent
                  jurisdiction, (c) with respect to other claims, where the
                  indemnifying party has not given written notice of its
                  intention to contest such claim in accordance with the
                  provisions of Section 17.5, (d) with respect to other claims
                  that are litigated pursuant to Section 17.5 when such Loss has
                  been established by a final, binding and non-appealable
                  judgment of a court of competent jurisdiction, and (e) with
                  respect to other claims where the parties agree in writing as
                  to the amount of the Loss as provided in Section 17.5.

         17.7     Payments; Cross-Default. Payments of any Loss shall be paid to
                  the person entitled thereto within 10 business days following
                  the establishment of an Established Loss. In the event that
                  GFOL is in default under this Agreement, TNS Operations may
                  declare GFOL to likewise be in default under Article VIII of
                  the Asset Agreement; provided that no such declaration of
                  default shall give TNS Operations any right to the remedy of
                  rescission with respect to the Asset Agreement. The parties
                  further acknowledge that TNSI may set-off any obligations owed
                  by GFOL to TNS Operations under Article VIII of the Asset
                  Agreement or to TNSI under Section 17 of this Agreement by
                  withholding payments due to GFOL under Sections 7 and 8 of
                  this Agreement; and that despite any such withholding of
                  payments by TNSI, GFOL shall remain obligated to perform the
                  GFOL Services for TNSI as though TNSI had not withheld those
                  payments; provided that those set-offs may not exceed $[****]
                  per month during months [****] of the Term, $[****] per month
                  during months [****] of the Term, and subsequently [****]% of
                  monies payable to GFOL by TNSI for purchases of GFOL Services
                  under the last sentence of Section 8.2 above (up to a maximum
                  of $[****] per month) for the balance of the Term. The
                  set-offs described in this Section 17.7 are the maximum
                  set-offs allowed for all Established Losses whether claimed
                  pursuant to this Agreement or the Asset Agreement. As long as
                  this Agreement subsists during the Initial Term (but not
                  thereafter), the set-off rights described in this Section 17.7
                  will constitute the sole monetary remedy of TNSI and TNS
                  Operations to recover the first $[****] of Established Losses
                  under Section 17 of this Agreement and Article VIII of the
                  Asset Agreement; provided that nothing in this Section 17.7
                  will restrict TNSI's or TNS Operations' monetary remedies as
                  to any Established Losses over $[****]. Each party waives any
                  other right of set-off which it may have by virtue of common
                  law, statute or otherwise.

         17.8     No Consequential Damages. Notwithstanding anything else
                  contained within this Agreement, neither party will be liable
                  to the other for any special, exemplary, punitive or
                  consequential damages, even if the offending party had been
                  aware of the possibility that such damages could ensue from
                  its actions. Neither party, however, will be restricted from
                  recovering lost profits arising out of breaches of

                                       26
<PAGE>

                  Sections 3, 6, 9, 10, 11 and 14 hereof, together with an
                  accounting for any profits earned by the breaching party in
                  connection with any such breach, notwithstanding any
                  limitations on remedies contained in Section 17 above.

         17.9     TNSI Liability. TNSI hereby guarantees to GFOL the obligations
                  of any TNSI Affiliate to pay for the GFOL Services that any
                  such TNSI Affiliate may order; and TNSI will be liable to GFOL
                  for any breach of this Agreement caused by any TNSI Affiliate.
                  No TNSI Affiliate will be directly bound by or liable to GFOL
                  under this Agreement. Notwithstanding anything else contained
                  in this Agreement, the rights and obligations of TNSI and the
                  TNSI Affiliates with respect to purchasing GFOL Services or
                  other sample hereunder will not bind or be binding upon any
                  TNSI units or individuals that are managed by TNS Group
                  affiliates other than TNSI.

18.      Injunctive Relief. The parties agree that any breach of their
         respective obligations under Sections 4, 5, 9, 10, 11 and 14 may cause
         irreparable harm to the other party. Each party agrees that money
         damages would not be a sufficient remedy for a breach of these Sections
         of the Agreement and that in addition to any other remedies available
         at law, the injured party shall be entitled to specific performance and
         injunctive or other equitable relief, without the necessity for the
         posting of any bond or security, as a remedy for any such breach.

19.      Prevailing Party. If any legal action or other proceeding is brought in
         order to enforce the terms of this Agreement or collect monies due
         hereunder the prevailing party shall be entitled to recover its
         reasonable attorneys' fees and other costs incurred in bringing such
         action or proceeding, in addition to any other relief to which such
         party may be entitled.

20.      Assignment and Transfer. This Agreement will be binding upon and will
         inure to the benefit of the parties and respective successors and
         permitted assigns. The parties shall not assign or transfer this
         Agreement without the express prior written consent of the other, which
         consent shall not be unreasonably withheld, provided that GFOL and TNSI
         may assign this Agreement to any successor corporation by merger,
         acquisition, or otherwise, subject as provided in Section 11 above. Any
         permitted assignee of this Agreement must assume all of the assignor's
         liabilities hereunder as a condition of the assignment, or the
         assignment will be void.

21.      Force Majeure: Any delay or failure of either party to perform its
         obligations under this Agreement shall be excused if and to the extent
         that it is caused by an event or occurrence beyond that party's
         reasonable control or the reasonable control of any supplier on which
         that party is dependent in fulfilling its obligations under this
         Agreement. A "force majeure" event may include, but is not limited to,
         earthquake, fire, storm or other natural disaster, act of God, civil
         disturbance war, malicious acts of computer sabotage,, and
         telecommunications or internet infrastructure failure or impairment
         outside of the impaired party's own premises and equipment.

22.      Governing Law; Choice of Venue. This Agreement shall be governed by
         and interpreted in accordance with the laws of the State of New York
         without reference to its principles of conflicts of law. All actions
         arising out of this Agreement shall be brought in Federal or State
         courts within New York County, New York.

IN WITNESS WHEREOF, the parties have caused duplicate originals of this
Agreement to be executed on the date(s) set forth below:

                                       27
<PAGE>

TAYLOR NELSON SOFRES INTERSEARCH                 GREENFIELD ONLINE, INC.
CORPORATION

By:  /s/ Bruce Shandler                          By:   /s/ Dean Wiltse
    -----------------------                          ---------------------------
                                                 Dean Wiltse
Its President + CEO                              President & CEO
Duly Authorized

Date: 1/31/02                                    Date: 1/31/02

                                       28
<PAGE>


                                 SCHEDULE 1.6(b)

     GFOL systems and technologies to which TNSI employees will have access


      1.    QMS.asp (frequency reports)

      2.    HP Panel Tools (Currently in final stages of development)

      3.    Frito Database reporting tools

      4.    FocusChat (Moderator and Client level access)

      5.    Mindstorm (Moderator level access)

      6.    Salesforce.com data (but not free salesforce.com seats or licenses)
<PAGE>
                               SCHEDULE 9.2(a)(1)

                          Strategic Research Companies

Forrester Research
AMR
Gartner
Meta Group
Giga Group
The Myers Group
Net Ratings
Jupiter Communications
AC Nielsen
VNU
JD Power & Associates
Pulsefinder
IDC
The Yankee Group
Flacket and Associates
Jobson
<PAGE>

           FIRST AMENDMENT TO ALLIANCE, LICENSE AND SUPPLY AGREEMENT
                                January 31, 2003

         This First Amendment amends that certain Alliance, License and Supply
Agreement (the "Agreement"), dated January 31, 2002, by and between GREENFIELD
ONLINE, INC., a Delaware corporation ("GFOL") and TAYLOR NELSON SOFRES
INTERSEARCH CORPORATION, a Pennsylvania corporation ("TNSI"). All capitalized
terms used herein will have the same meanings as are set forth in the main body
of the Agreement.

1. SECTION 7 OF THE AGREEMENT IS AMENDED TO READ AS FOLLOWS:

7.       Fees.

         7.1      Revenue Commitments:

                  7.1.1    Minimum Guaranteed Revenue: TNSI has committed to
                           provide GFOL no less than $5,400,000 in revenue
                           arising from the purchase of and payment for the GFOL
                           Services as described in Section 1, during the first
                           thirty one months of the Term (the "Minimum
                           Guaranteed Revenue")(the thirty one months is
                           referred to as the "Minimum Guarantee Period"),
                           subject to (a) the termination provisions of Section
                           12.2 below, (b) the credits toward Qualifying Revenue
                           described in Section 7.1.3 below, (c) the right of
                           TNS Operations to set off against the Minimum
                           Guaranteed Revenue or any monthly installment thereof
                           any monies owed by GFOL to TNS Operations under the
                           Asset Agreement and (d) the shortening of the Minimum
                           Guarantee Period as provided for in Section 12.1. The
                           Minimum Guaranteed Revenue shall be paid monthly in
                           advance, subject as set forth in Section 8.1 below.

                  7.1.2    Pricing. The pricing for the GFOL Services will be
                           the least of:

                           (a)      the pre-agreed listed pricing as set forth
                                    in Schedule 7.1.2, which Schedule will be
                                    reviewed and revised by the parties to their
                                    mutual satisfaction every six months during
                                    the Term;

                           (b)      [****]% less than the best contract pricing
                                    offered by GFOL to any other market research
                                    company, strategic research company,
                                    advertising agency or consulting firm except
                                    Custom Research Inc. and Hall & Partners;
                                    and

                           (c)      [****]% of the average price offered to TNSI
                                    by competitors of GFOL for a specific study
                                    or project, if TNSI (1) obtains two or (if
                                    practicable, in view of the technical
                                    requirements of the study or project) three
                                    competitive bids from such competitors each
                                    of which competitors meets the performance
                                    requirements of Subsections 2.2.1(b)(i) and
                                    (ii) above and (2) discloses those
                                    competitive prices to GFOL;

                  7.1.3    provided that Subsection 7.1.2(a) above will not
                           pertain to the development or maintenance of TNSI
                           Proprietary Panels, the pricing for which will be
                           negotiated in good faith by the parties ad hoc,
                           subject to the provisions of Subsections 7.1.2(b) and
                           (c) above. Qualifying Revenue:

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<PAGE>

                           TNSI shall receive credit against its quarterly
                           Minimum Guaranteed Revenue obligation for GFOL
                           Services performed by GFOL within the quarter, as
                           determined on a completed Work Order basis, or
                           completed milestone basis (when that accounting
                           convention pertains), which performance is accepted
                           by TNSI, subject to the provisions of Section 7.1.4,
                           and further subject as follows. Revenue qualifying
                           for such credit ("Qualifying Revenue") shall not
                           include amounts paid by TNSI as incentives for survey
                           respondents. Qualifying Revenue shall include,
                           without limitation, (a) fees for GFOL Services
                           purchased from GFOL to fulfill TNSI's obligations to
                           perform Assumed Contracts under and as defined in the
                           Asset Agreement, (b) [****]% of the price set forth
                           in all Work Orders that gave rise to Improper
                           Rejections, (c) the price of any Defective Project
                           that TNSI cancels pursuant to Subsection 2.2.4(b)(1)
                           above, (d) the fees paid for services actually
                           rendered by GFOL pursuant to Work Orders accepted by
                           GFOL, Work Orders that gave rise to Conditional
                           Acceptances by GFOL, and stopped work as described in
                           Section 8.3 below, and (e) payments on account of
                           Technical Difficulties pursuant to Section 2.1.4.

                  7.1.4    Quarterly Roll Forward and reconciliation:

                           (a) During the First 12 months of the Term: It is the
                           intention of the parties that in the first four (4)
                           quarters of this Agreement GFOL receive Qualifying
                           Revenue of no less than $[****]. It is also the
                           intention of the parties that despite the obligation
                           for TNSI to make minimum monthly payments, that the
                           variations in demand for research data experienced by
                           TNSI be accommodated. If, at the end of the second
                           quarter of this Agreement, Qualifying Revenue is in
                           excess of the quarterly Minimum Guaranteed Revenue
                           ($[****]) then TNSI shall pay such excess to GFOL in
                           cash (except to the extent that such excess is
                           related to Qualifying Revenue defined in Subsections
                           7.1.3(b) and (c)) together with the first Monthly
                           Prepayment of the third quarter's Minimum Guaranteed
                           Revenue. The entire amount of such excess shall be
                           known as a "Positive Roll Forward Amount". In the
                           event that the Qualifying Revenue received by GFOL
                           during the second quarter of this Agreement is less
                           than the quarterly Minimum Guaranteed Revenue
                           ($[****]) that amount (a "Negative Roll Forward
                           Amount") may be Rolled Forward into the next
                           succeeding two quarters of the Agreement, provided
                           that the maximum Negative Roll Forward Amount that
                           may exist at the end of any quarter during the first
                           four (4) quarters of the Agreement is $[****].
                           Negative Roll Forward Amounts may be used in the
                           first four (4) quarters of this Agreement to defray
                           TNSI's obligation to pay Positive Roll Forward
                           Amounts. At the end of each of the third and fourth
                           quarters of this Agreement, the parties will
                           reconcile Negative and Positive Roll Forward Amounts
                           so that if the cumulative cash received by GFOL from
                           the inception of this Agreement (the "Cumulative
                           Period"), plus Qualifying Revenue as defined in
                           Subsections 7.1.3(b) and (c) in the Cumulative
                           Period, is in excess of the Qualifying Revenue for
                           that Cumulative Period and the Qualifying Revenue
                           exceeds the Minimum Guaranteed Revenue and is in
                           excess of the Minimum Guaranteed Revenue for such
                           Cumulative Period, GFOL will refund such amount to
                           TNSI within 15 days of the end of the quarter. If the
                           cumulative cash received by GFOL at the end of the
                           Cumulative Period (plus Qualifying Revenue as defined
                           in Subsections

                                       30
<PAGE>

                           7.1.3(b) and(c)) is in excess of the cumulative
                           Minimum Guaranteed Revenue, but the cumulative
                           Minimum Guaranteed Revenue has not been achieved,
                           GFOL will reimburse TNSI for that amount of the
                           cumulative cash received (plus Qualifying Revenue as
                           defined in Subsections 7.1.3(b) and (c)) in excess of
                           the cumulative Minimum Guaranteed Revenue amount. The
                           intent of the preceding mechanism is to reconcile any
                           Positive Roll Forward Amounts paid to GFOL above the
                           cumulative Minimum Guaranteed Revenue amount to the
                           cumulative Qualifying Revenue (including Qualifying
                           Revenue as defined in Subsections 7.1.3(b) and (c))
                           in excess of the cumulative Minimum Guaranteed
                           Revenue, and to refund any over paid amounts above
                           the Minimum Guaranteed Revenue amount. If at the end
                           of the fourth quarter and after completion of the
                           foregoing reconciliation there are Negative Roll
                           Forward Amounts of $[****] or less (the "First Year
                           Negative Roll Forwards"), TNSI will be entitled to
                           apply these amounts to any GFOL Services (including
                           fees pursuant to Section 2.1.4) purchased in the
                           fifth, sixth and seventh quarters above the
                           Guaranteed Minimum Revenue amount (reduced for
                           Qualifying Revenue pursuant to Subsections 7.1.3(b)
                           and (c)) as provided for in Section 7.1.4 (b). All
                           Negative Roll Forward Amounts in excess of $[****] at
                           the end of the fourth quarter will be forfeited. All
                           Positive Roll Forward amounts (except to the extent
                           that such excess is related to Qualifying Revenue
                           defined in Subsections 7.1.3(b) and (c)) existing at
                           the end of the fourth quarter of the Agreement will
                           be paid to GFOL together with the first monthly
                           Minimum Guaranteed Revenue Pre-Payment due for the
                           5th quarter of the Agreement.

                           (b) For the Remainder of the Minimum Guarantee
                           Period: At the beginning of each month starting with
                           the 5th quarter of the Agreement ending at the
                           expiration of the Minimum Guarantee Period, TNSI will
                           pay GFOL the Minimum Guaranteed Revenue as follows:
                           In the 5th quarter - 13th month - $125,000; 14th
                           month $150,000; 15th month $175,000; and $200,000
                           every month thereafter. All payments will be in
                           advance as provided for in Section 8.1. At the end of
                           each month starting with the 5th Quarter and through
                           the thirty-first month, or the end of the Minimum
                           Guarantee Period, which ever is sooner, TNSI will pay
                           GFOL all Qualifying Revenue above the Minimum
                           Guaranteed Revenue (except to the extent that such
                           excess is related to Qualifying Revenue defined in
                           Subsections 7.1.3(b) and (c)), provided that any
                           excess Qualifying Revenue amounts above $300,000 per
                           month may be offset by one-ninth of the First Year
                           Negative Roll Forward amount. For example, if during
                           the first month of the 5th quarter Qualifying Revenue
                           (exclusive of Qualifying Revenue defined in
                           Subsections 7.1.3(b) and (c)) is $350,000, TNSI will
                           pay GFOL $175,000 together with the pre-payment of
                           the Minimum Guaranteed Revenue payment for the second
                           month of the 5th quarter, and TNSI may apply the
                           remaining $50,000 to the reduction of the First Year
                           Negative Roll Forward Amount, if any. In the event
                           that at the end of the fourth quarter of the
                           agreement there is no First Year Negative Roll
                           Forward, then for the remainder of the Minimum
                           Guarantee Period, TNSI must pay all Qualifying
                           Revenue between that month's Minimum Guaranteed
                           Revenue amount and $300,000 at the end of each month,
                           and all Qualifying Revenue above $300,000 for each
                           month at the end of each quarter together with the
                           Minimum Guaranteed Revenue pre-payment due for the
                           following month.

                                       31
<PAGE>

                           (c) At the end of the 31st month of this Agreement
                           TNSI will either (i) forfeit all amounts paid as
                           Guaranteed Minimum Revenue to the extent that such
                           payments exceeded Qualified Revenue, or (ii) pay all
                           Qualified Revenue in excess of the Minimum Guaranteed
                           Revenue to the extent not already paid. In addition,
                           TNSI will not be entitled to any Negative Roll
                           Forwards or quarterly reconciliations for the
                           remainder of the Term, if any.

                           (d) TNSI's ability to Roll Forward any amount as
                           provided for in this Section 7 will not relieve it of
                           its obligation to make the Minimum Revenue payment
                           each month in advance.

                  7.1.5    Reporting. Within [****] after the end of each month,
                           GFOL will deliver to TNSI a report that details
                           cumulative cash received, cumulative Minimum
                           Guaranteed Revenue and cumulative Qualifying Revenue.
                           Cumulative Qualifying Revenue will detail on a
                           month-to-date and contract-inception-to-date basis
                           each Work Order performed by GFOL for TNSI and the
                           fee associated with that Work Order. Within [****]
                           after the end of each contract quarter, TNSI will
                           provide GFOL a detailed report of all Qualifying
                           Revenue claimed under Subsections 7.1.3 (b) and (c),
                           including the Improper Rejections and Defective
                           Projects to which such Qualifying Revenue relates,
                           and in the case of Improper Rejections a
                           certification by TNSI's manager of its relationship
                           with GFOL (a) as to the identity of the alternative
                           contractor and (b) that the work order that was
                           performed by that alternative contractor (1) was
                           substantially identical to the Work Order submitted
                           by TNSI to GFOL that gave rise to the Improper
                           Rejection, and (2) was performed at a price no
                           greater than [****]% of that Work Order. The
                           certification must be accompanied by copies of the
                           Work Orders and bids obtained from the alternative
                           contractor for each Improper Rejection, with names
                           and logos of the alternative contractors redacted,
                           and all subject to any confidentiality obligations
                           owed by TNSI to the alternative contractors.

2. SECTION 8 IS AMENDED TO READ AS FOLLOWS:

8.       Payment Terms/Stopped Work:

         8.1      Monthly Pre-Payments: TNSI shall pre-pay a Minimum Guaranteed
                  Revenue amount for each month of the Minimum Guarantee Period
                  of the Agreement, between the [****] days (inclusive) of each
                  calendar month, in the amount of $200,000 per month in the
                  first year and $125,000 in the 13th month, $150,000 in the
                  14th month and $175,000 in the 15th month. For the remainder
                  of the Minimum Guarantee Period the Minimum Guaranteed Revenue
                  amount shall be $200,000 per month.; provided that because the
                  parties anticipate that TNSI's clients' demand for the GFOL
                  Services will take several months to develop and mature from
                  and after the execution of this Agreement, no payment will be
                  due from TNSI to GFOL for GFOL Services during or with respect
                  to the first three months of the Term; and provided further
                  that on the first day of the fourth month of the Term TNSI
                  will pay for any GFOL Services used by TNSI in the first three
                  months of the Term in excess of $[****], and any excess will
                  be considered Qualifying

                                       32
<PAGE>

                  Revenue as well as a Positive Roll Forward Amount. No Minimum
                  Guarantee Revenue amount will be due after the end of the
                  Minimum Guarantee Period.

         8.2.     Other Payments. To the extent TNSI orders GFOL Services in
                  excess of Minimum Guaranteed Revenue amounts during the 13th
                  through 31st months of the Term (or through the end of the
                  Minimum Guarantee Period, whichever is earlier), net of any
                  Negative Roll Forward amount to which TNSI is entitled during
                  those quarters, any excess amounts due for GFOL Services,
                  between that month's Minimum Guaranteed Revenue amount and
                  $[****] will be paid at the end of each month, and all
                  Qualifying Revenue above $[****] for each month will be paid
                  at the end of each quarter together with the next month's
                  Minimum Guaranteed Revenue pre-payment, all as provided for in
                  Section 7.1.4 above. After the expiration of the Minimum
                  Guarantee Period, the timing of TNSI's payments for GFOL
                  Services will be no less favorable than GFOL's standard
                  commercial terms.

         8.3      Stopped Work: In the event TNSI cancels any Work Orders, TNSI
                  will compensate GFOL for its panel fees or other sample fees,
                  to the extent of GFOL's performance of those Work Orders, such
                  compensation to be reasonably negotiated at the time by the
                  parties, giving consideration to such factors as incidence,
                  response rates, and number of respondents. TNSI agrees that
                  its right to stop or cancel work does not relieve it from the
                  obligation to provide the Minimum Guaranteed Revenue.

3. SECTION 9.2 (e)(i) AMENDED TO READ AS FOLLOWS:9.2 (e)(i) TNSI's failure to
provide GFOL with $300,000 of Qualifying Revenue in any calendar quarter after
the expiration of the Minimum Guarantee Period; or

4. SECTION 12.1 IS AMENDED TO READ AS FOLLOWS:

13.      Term of Contract and Termination:

         13.1.    Term.

                  (a) The Term of this Agreement shall be five (5) years (the
                  "Initial Term"), beginning January 31, 2002, (the "Effective
                  Date").

                  (b) TNSI may renew this Agreement from year to year for an
                  indefinite number of additional one-year terms ("Renewal
                  Terms"), on the identical terms and conditions as provided
                  herein, by delivering to GFOL, in each instance between 30 and
                  90 days prior to the expiration of the then current Term,
                  notice of TNSI's intention to renew, provided that in each
                  such instance GFOL may deny that renewal if TNSI will not have
                  provided GFOL with at least $[****] in Qualifying Revenue
                  during the 12 months immediately preceding that notice.

                  (c) As used throughout this Agreement, the word "Term"
                  standing alone shall refer to the then-current Initial Term or
                  Renewal Term.

                  (d) The Minimum Guarantee Period shall end prior to the 31st
                  month of the Term, and TNSI shall have no further obligations
                  to make Guaranteed

                                       33
<PAGE>

                  Minimum revenue payments in the month that the total
                  Qualifying Revenue received by GFOL since February 1, 2003
                  equals or exceeds $[****].

5. This First Amendment may be executed in any number of duplicate counterparts,
each of which shall be deemed an original and all of which together shall
constitute one and the same instrument. Any counterpart signature delivered by
facsimile transmission shall be deemed to be and have the same force and effect
as an originally executed

6. No other term or provision of the Agreement is amended hereby, and all other
terms of the Agreement as originally executed by the parties will remain in
force.

         IN WITNESS WHEREOF, the parties to the Asset Agreement, intending to be
legally bound, hereby adopt the foregoing Amendment as of the 31st day of
January, 2003.

GREENFIELD ONLINE, INC.                    TAYLOR NELSON SOFRES
                                           INTERSEARCH CORPORATION

By:  /s/ Dean A. Wiltse                    By:  /s/ Rick J. Carbone
   ------------------------                   -------------------------------
Title: CEO, President                      Title: CFO

                                       34
<PAGE>

                               SECOND AMENDMENT TO
                     ALLIANCE, LICENSE AND SUPPLY AGREEMENT

                                November 26, 2003

         This Second Amendment amends that certain Alliance, License and Supply
Agreement, dated January 31, 2002, as previously amended by that certain First
Amendment to Alliance, License and Supply Agreement dated as of January 31, 2003
(as so amended, the "Agreement"), by and between GREENFIELD ONLINE, INC., a
Delaware corporation ("GFOL") and TAYLOR NELSON SOFRES INTERSEARCH CORPORATION,
a Pennsylvania corporation (`TNSI"). All capitalized terms used herein will have
the same meanings as are set forth in the main body of the Agreement.

         1. Term. The Term of the Agreement as set forth in Section 12 of the
Agreement is amended to expire on December 31, 2006. All renewal options are
terminated.

         2. Alliance Modifications.

         (a) Immediately upon the execution hereof, all of the parties'
obligations under Sections 1.3, 1.4, 1.5, 2.2.1(e), 2.2.6, 6, 9 (except for
9.5(a)), 10, 11 and 13 of the Agreement are terminated, except that any
warranties contained therein will survive, and except as may be otherwise
expressly provided in this Second Amendment to the contrary. The fifth sentence
of Section 17.7 ("As long as ... over $1,000,000") is also deleted.

         (b) During the Term, GFOL, on its Web sites and promotional materials,
will identify "TNS" coequally with other custom research partners, except to the
extent that GFOL may hereafter agree to a special partnership arrangement with
one or more of those other partners.

         (c) During the Term, and subject to Section 9.2(a)(5) of the Agreement,
GFOL agrees that it will not directly provide custom research design and
analysis services to End Users, or hold itself out as doing so.

         (d) During the Term, TNSI and NFO Worldgroup, Inc., a Delaware
corporation (together with the various subsidiaries of NFO Worldgroup, Inc.,
"NFO"), and all future business units, divisions and subsidiaries of TNSI and
NFO, with respect to all of their sales and performance of custom market
research services that are both (i) originated from or run through their US
offices and (ii) directed to US online consumer sample (collectively, "TNSUS"),
will give GFOL an opportunity to bid on supplying their third party online
consumer sample (i.e., whenever TNSUS is seeking a sample source outside of
TNSUS), ad hoc with respect to each such bid, except as to types of studies,
sectors or other categories of sample needs as to which TNSUS will have
determined reasonably and in good faith that (I) GFOL does not have the
capability or capacity at the time of such bid to fulfill TNSUS's orders or (II)
awarding the bid to GFOL would disadvantage TNSUS. If GFOL responds to such
bidding opportunities, time will be of the essence

                                       35
<PAGE>

with respect to that response. TNSUS may nevertheless seek bids from other third
party sample suppliers contemporaneously with seeking GFOL's bids. Should the
commercial terms of GFOL's bid be equal to or more favorable, in terms of price
and delivery time, than other bids received by TNSUS, and should TNSUS at the
intended time of the award of the bid continue to believe reasonably and in good
faith both (1) that GFOL has the capability and capacity to fulfill TNSUS's
orders and (2) that awarding the bid to GFOL will not otherwise disadvantage
TNSUS, then TNSUS will award the contract to GFOL. Otherwise, TNSUS may purchase
sample from the bidder(s) of TNSUS's choice. GFOL agrees that it will not
exploit those bidding opportunities (or TNSUS's underlying business
opportunities) for its own advantage, except to render bids to TNSUS; and GFOL
will in all ways treat those bidding opportunities (and the underlying business
opportunities) as Confidential Information of TNSI and its affiliates as
provided in Section 14 of the Agreement. TNSUS agrees to treat GFOL's price and
delivery terms as contained in its bids as Confidential Information of GFOL as
provided for in Section 14 of the Agreement. As used in this paragraph, TNSUS
may consider that awarding a bid to GFOL could "disadvantage TNSUS" if, among
other things, (x) TNSUS's client prefers that TNSUS not engage GFOL, or (y)
TNSUS reasonably believes in good faith that GFOL is or since the date of this
Amendment has been competing directly against TNSUS to win the project or
similar projects from TNSUS's client. Subsection (y) only applies to situations
where GFOL and TNSUS are bidding directly on the same project, or GFOL since the
date of this Amendment has bid directly on similar projects, and not to
situations where GFOL is providing bids to multiple marketing research companies
for online sample in connection with the same marketing research project.

         (e) During the Term, TNSI will not enter into any strategic
relationship with another third party online source of US consumer sample
without first giving GFOL the opportunity to bid on or otherwise negotiate such
a relationship.

         (f) TNSI represents and warrants to GFOL that TNSI (including without
limitation in its capacity as the manager of certain assets of Taylor Nelson
Sofres Operations, Inc.) and NFO (together with various subsidiaries of NFO) are
presently the only US-based companies owned by TNSI's ultimate parent, Taylor
Nelson Sofres, plc., that provide custom market research services. NFO joins in
this Second Amendment for the sole purpose of confirming its obligations under
Paragraph (d) above in this Section 2.

         (g) The provisions of Paragraphs (d) through (f) above in this Section
2 do not apply to activities of TNSUS or its affiliates in the health care
sector.

         (h) The provisions of Paragraphs 7.1(a) through 7.1(e) of that certain
Asset Purchase Agreement between GFOL and Taylor Nelson Sofres Operations, Inc.
("TNSO"), dated January 30, 2002 and amended January 31, 2002, are hereby
further amended to conform to the provisions of paragraphs (a) through (c) above
in this Section 2. TNSO joins in this Second Amendment for the sole purpose of
amending the Asset Purchase Agreement as stated. No other provisions of the
Asset Purchase Agreement are amended hereby.

                                       36
<PAGE>

         3. Purchase and Sale Obligations. Immediately upon the execution
hereof, all of the provisions of Sections 5, 8.1 and 8.2 of the Agreement are
terminated, except for the third sentence of Paragraph 5(a) of the Agreement,
and subject to the continuing provisions of Section 7 of the Agreement, which
are amended as follows. TNSI must satisfy the Minimum Guaranteed Revenue
obligation established in Section 7 of the Agreement by March 31, 2004.
Thereafter TNSI will have no guaranteed revenue commitment; the pricing for the
GFOL Services as set forth in Section 7.1.2 will terminate; GFOL will not be
obligated to agree to fulfill any particular TNSI order for online sample; the
provisions of Subsections 2.2.1(a), 2.2.2, 2.2.3, 2.2.4, 2.2.5 and any remaining
provisions of Section 5(a) will terminate; and the parties will be free to
negotiate pricing for subsequent online sample purchases ad hoc. The parties
agree that $[****] of the Minimum Guaranteed Revenue obligation remains
unsatisfied as of October 31, 2003 (not giving effect to the pre-payment of
$[****] made by TNSI on November 10, 2003). Between the execution hereof and
March 31, 2004, TNSI will not be obligated to purchase any monthly minimum
amount of sample or pay any guaranteed monthly minimum amount. In the event that
the entire Minimum Guaranteed Revenue has not been paid by TNSI as of March 31,
2004, TNSI will immediately pay the difference.

         4. Release. Each party hereby releases the other from any and all
claims and liabilities known to it through the date of this Second Amendment
(including without limitation any claims or liabilities relating to the
acquisition of NFO by TNS plc. and TNSI's use of sample provided and to be
provided by NFO from and after that acquisition), except for (a) accrued but
unpaid payment obligations for purchase of online sample by TNSI from GFOL to
date, (b) obligations that may hereafter accrue under the Agreement, as amended
hereby, and (c) obligations arising pursuant to the Asset Purchase Agreement by
and among GFOL and TNSO, dated January 30, 2002, as amended.

         5. Execution. This Second Amendment may be executed in any number of
duplicate counterparts, each of which shall be deemed an original and all of
which together shall constitute one and the same instrument. Any counterpart
signature delivered by facsimile transmission shall be deemed to be and have the
same force and effect as an originally executed document.

         6. Surviving Provisions. No other term or provision of the Agreement is
amended hereby, and all other terms of the Agreement as originally executed by
the parties and as amended by the First Amendment will remain in force. For the
avoidance of doubt, the following Sections of the Agreement (as previously
amended by the First Amendment), among others, will remain unchanged during the
Term, except as may be expressly provided in this Second Amendment to the
contrary: 1, 2.1, 2.2.1(b), (c), (d) and (f), 3, 4, 7, 8.3, 9.5(a), 12, 14, 15,
16, 17, 18, 19, 20, 21 and 22. Without limiting the generality of the foregoing,
the confidentiality provisions of Section 14 of the Agreement will extend to the
terms of this Second

                                       37
<PAGE>

Amendment, and neither party will publicly announce the terms or substance
hereof.

         IN WITNESS WHEREOF, the parties have executed this Second Amendment on
the date first written above.

GREENFIELD ONLINE, INC.                      TAYLOR NELSON SOFRES
                                             INTERSEARCH CORPORATION

By:  /s/ Dean Wiltse                         By:  /s/ Bruce Shandler
   ------------------------                     -----------------------------
Title: CEO                                   Title: President/CEO

JOINED IN FOR PURPOSES OF PARAGRAPH 2(f) ONLY:

NFO WORLDGROUP, INC.

By:  /s/ Kenneth M. Freeman
   -----------------------------
Title: President NFO North America

JOINED IN FOR PURPOSES OF PARAGRAPH 2(h) ONLY:

TAYLOR NELSON SOFRES OPERATIONS, INC.

By:  /s/ Bruce Shandler
   -----------------------------
Title: President/CEO

                                       38