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                                                                   EXHIBIT 10.25

    The terms and conditions of this document, all attachments and any future
  amendments or addenda are Confidential Information and may not be disclosed,
    reproduced or reprinted by CRI, without the express prior written consent
                           of Greenfield Online, Inc.

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.
                                        &
                                       CRI

                            FIELDSOURCE(R) AGREEMENT

         This Agreement (the "Agreement"), dated this 31st day of October, 2001,
is by and between the FieldSource(R) division of Greenfield Online, Inc., a
Delaware corporation with its principal place of business at 21 River Road,
Wilton, CT ("FieldSource"), and Custom Research Inc., a Minnesota corporation
with its principal offices at 8401 Golden Valley Road, Minneapolis, Minnesota
("CRI").

RECITALS

WHEREAS, The FieldSource division of Greenfield Online, Inc. is engaged in the
businesses of (i) providing access to the Greenfield Online array of
Internet-based consumer panels, and other sources of survey respondents (as they
exist from time to time, the "Sample Sources"), to others for a fee, and (ii)
providing access on a co-branded or OEM basis to Greenfield Online's proprietary
research technologies and techniques such as FocusChat(R) and MindStorm(R) (the
"Proprietary Products") ; and

WHEREAS, CRI  is in the business of providing custom research services; and,

WHEREAS, CRI and FieldSource desire to enter into an agreement governing the
terms of CRI's access to the Sample Sources and Proprietary Products via
FieldSource.

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

1.       Description of Services. FieldSource will provide CRI with the
         following Services:

         1.1.     Full Service. FieldSource will provide CRI access to
                  Greenfield Online's Sample Sources through a dedicated team of
                  FieldSource Client Services staff. Staff will include a
                  relationship manager, senior researcher, and project director
                  members. FieldSource shall program CRI's research surveys and
                  distribute invitations to the appropriate sample source (e.g.,
                  Greenfield Online's online panels and other sample sources or
                  sample sources supplied by CRI), gather the quantitative
                  marketing research data and deliver it in untabulated form to
                  CRI (the Full Service offering and/or the Sample Delivery
                  offering shall be known as the "Services"). FieldSource
                  reserves the right to reject any survey on the grounds that it
                  contains profane, obscene, discriminatory, or otherwise
                  objectionable material. The Services shall be subject to
                  FieldSource's Privacy Policy as published on its website from
                  time to time. Each individual survey will be the subject of a
                  written addendum which shall incorporate the terms of this

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                  Agreement and which will contain terms regarding sample size,
                  incidence, delivery time, price, and other deliverables.

         1.2.     Sample Delivery. FieldSource will direct appropriate potential
                  survey respondents (each individually a "Potential Respondent"
                  and together the "Potential Respondents" or "Sample") to
                  surveys programmed and hosted on CRI's computer systems and
                  servers, or on the computer systems and servers maintained by
                  others but under CRI's control, (the "Sample Services").
                  FieldSource's obligation to direct Sample to CRI surveys is
                  subject to its determination that it has sufficient
                  appropriate Sample and that it can meet the delivery and other
                  terms established by CRI as well as CRI's compliance with the
                  provisions Section 1.3. Each instance where CRI orders the
                  Sample Services will be the subject of a written addendum
                  which shall incorporate the terms of this Agreement.

         1.3.     Performance Covenants. During the Term of this Agreement, CRI
                  agrees to maintain the following guidelines and practices
                  during the conduct of any such survey using the Sample
                  Services.

                  1.3.1.   Approval of Surveys. Prior to the delivery of any
                           Potential Respondents, FieldSource must review and
                           approve each survey for which it will supply Sample.
                           FieldSource reserves the right to reject any survey
                           on the grounds that it is too long or complex,
                           contains profane, obscene, hateful, discriminatory,
                           or otherwise objectionable material, or otherwise
                           fails to meet the guidelines, rules, or regulations
                           published by FieldSource from time to time.

                  1.3.2.   Approval of Incentive Program. Prior to the delivery
                           of any Potential Respondents, FieldSource must review
                           and approve the incentive program for each survey.
                           FieldSource reserves the right to reject any survey
                           on the grounds that in its opinion the incentive
                           offered to Potential Respondents is insufficient to
                           attract qualified respondents.

                  1.3.3.   Qualification and Return of Respondents. As
                           FieldSource directs Potential Respondents to CRI
                           surveys it will mask their email address and attach a
                           unique Respondent identification number. GFOL can
                           pass over a unique ID containing screeing information
                           and/or other data. All CRI surveys must qualify each
                           Potential Respondent within the [****]. In the case
                           of the Full Service, Greenfield Online will qualify
                           respondents. All Respondents who do not qualify will
                           be immediately routed back to a URL designated by
                           FieldSource. All Respondents who complete a CRI
                           survey must, at the conclusion of the survey, be
                           routed back to a URL designated by FieldSource.

                  1.3.4.   Approval of Systems - Uptime. CRI 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 FieldSource may determine their
                           capacity and capability. CRI will maintain uptime of
                           its systems at [****]% at all times when FieldSource
                           is directing Potential Respondents to CRI.
                           FieldSource reserves the right to limit the number of
                           Potential Respondents sent to CRI based on its

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                           assessment of the capacity of its software and
                           computer systems. If CRI 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
                           FieldSource so it may cease directing Sample to CRI.
                           In any case where CRI fails to notify FieldSource of
                           any Technical Difficulty within [****] of its
                           occurrence, CRI will be liable for the cost of Sample
                           for the entire duration of the Technical Difficulty
                           by multiplying the number of Potential Respondents
                           who visited CRI's site during the Technical
                           Difficulty by one and one half times the estimated
                           incidence for each study to which they were directed,
                           provided, however, that if the assumed incidence of
                           Potential Respondents for any survey affected by a
                           Technical Difficulty is greater than [****], then
                           FieldSource will charge CRI for Sample delivered at
                           the actual incidence.

                  1.3.5.   Real-Time Reporting. CRI shall maintain a system of
                           "real-time reporting" which shall allow FieldSource
                           personnel access to CRI'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 CRI's surveys: (i) the number of Potential
                           Respondents that have been directed to each survey,
                           (ii) the number of Potential Respondents that have
                           completed each survey, (iii) the number of Potential
                           Respondents that have taken each survey and whose
                           profile qualifies their responses as acceptable.
                           Should CRI's real time reporting systems experience
                           any downtime or technical difficulties while
                           FieldSource is delivering Sample to any CRI survey
                           that results in FieldSource being unable to access
                           the information required by this Section 1.3.5, then
                           FieldSource shall have the following options: (a) to
                           discontinue the delivery of Potential Respondents to
                           any or all CRI surveys, or (b) to continue to deliver
                           Potential Respondents to CRI surveys and accept CRI's
                           subsequent accounting of completed surveys.

                  1.3.6.   No Collection of Personally Identifiable Data. CRI
                           will not collect or attempt to collect any personally
                           identifiable information from any Potential
                           Respondent directed to its sites and surveys by
                           FieldSource. Personally Identifiable Information
                           includes any information that would allow CRI to
                           identify a Potential Respondent at any time in the
                           future, including, but not limited to, name, address,
                           and email address. Except as agreed to by FieldSource
                           in connection with the delivery of incentive payments
                           and/or product placement studies (subject to the
                           approval and consent of the participants) to
                           respondents and with respect to "session cookies,"
                           CRI will not append cookies or other electronic tags
                           to the browsers of any Potential Respondent. CRI
                           shall abide by all CASRO guidelines for online
                           marketing research as they are promulgated and
                           amended from time to time.

                  1.3.7.   No Recruitment. CRI 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 CRI to contact, or allow
                           any other party to contact, any Potential Respondent
                           at any time in the future.

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                  1.3.8.   Generic Survey Template. Prior to FieldSource
                           directing any Potential Respondents to CRI's surveys,
                           CRI must (i) remove any and all of its Business Marks
                           (as such term is defined below) and any reference to
                           CRI or its subsidiaries from the online survey
                           template to be viewed by Potential Respondents, such
                           survey templates to be pre-approved by FieldSource in
                           its sole and absolute discretion, and (ii) remove any
                           similar references from the URLs of all of CRI's
                           surveys.

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

                  1.3.10.  Privacy Policy and COPPA. During the term of this
                           Agreement, CRI shall develop and maintain a privacy
                           policy and comply with its terms and the provisions
                           of the Children's Online Privacy Protection Act and
                           all other applicable privacy laws, rules, and
                           regulations.

         1.4.     Performance Covenants. During the Term of this Agreement,
                  FieldSource agrees to maintain the guidelines and practices
                  during the performance of the Services as shown on Exhibit C.

         1.5.     Proprietary Products. During the Term of this Agreement and
                  for as long as CRI remains in compliance with its obligations
                  hereunder, FieldSource will provide CRI access to the
                  Proprietary Products. The Proprietary Product, type of access
                  (co-branded or OEM), price, sales quotas, territory and other
                  terms and conditions will be set out in written addenda to be
                  attached to and incorporated into this Agreement.

2.       Ownership of Panel/Methodologies/Proprietary Products: CRI agrees that
         the panel, sample sources software, technology, and research
         methodologies used by FieldSource (other than those supplied by CRI or
         its clients), to render the Services and the Proprietary Products are
         and shall be solely owned by Greenfield Online and CRI shall not
         acquire any interest in and to the panel, sample sources, software,
         technology or such methodologies as a result of this Agreement. CRI
         agrees that during the Term of this Agreement (including any Renewal
         Term) and for three (3) years after its expiration, it will not
         initiate, participate in, or render assistance in any action or
         proceeding to contest, overturn, or invalidate any of Greenfield
         Online's intellectual property then existing or developed, including
         patents, trademarks, and copyrights.

3.       Exclusivity:

         3.1      During the Term of this Agreement (the "Term") CRI will
         purchase the Services exclusively from FieldSource, subject to the
         exceptions described below.

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         3.2      CRI shall be entitled to purchase the Services from sources
         other than FieldSource if:

                  3.2.1    CRI's client or other end user specifies that another
                  source be utilized;

                  3.2.2    FieldSource is unable to satisfy the project's
                  requirements, including those related to price, sample size,
                  incidence, and/or delivery time. If the project's requirements
                  are subsequently changed CRI must again offer the project to
                  FieldSource before offering it to another source. In that case
                  FieldSource must notify CRI that it accepts the revised
                  requirements within the time exigencies established by the
                  client's needs, or CRI may offer the project to another
                  source.

4.       Trademark Usage: Should the parties agree to use each others Business
         Marks, they will enter into an Addendum to this Agreement.

5.       Fees:

         5.1.     Revenue Commitments:

                  5.1.1.   Minimum Purchases: CRI has committed to purchase no
                           less than $[****] of Services as described in Section
                           1, during each year of the Initial Term and each
                           Renewal Term (the "Minimum Purchase"). For the
                           purposes of this Section 5 Minimum Purchases shall be
                           defined as the total cost of Services on the date the
                           order is placed, adjusted for any later
                           cancellations, postponements or changes in scope, but
                           not adjusted for accrual revenue recognition or
                           timing of invoices or payments. For the purposes of
                           calculating the Minimum Purchases made during the
                           first [****] period of the Term, all purchases made
                           from January 1, 2001 shall be included.

                  5.1.2.   Economic Contingency: If during any year of the Term
                           CRI anticipates that its yearly purchases of online
                           marketing research data and services will fall below
                           $[****], then it shall so notify GFOL. [****].

                  5.1.3.   Discounts: FieldSource shall provide the Services to
                           CRI at a [****]% discount off the prevailing
                           FieldSource fees established at the time a price for
                           the Service is quoted. The current FieldSource
                           pricing, before applying any discounts for the Full
                           Service and the Sample Services, are attached hereto
                           as Exhibits A and B, respectively. The prices listed
                           on Exhibits A and B shall remain in effect for [****]
                           and will be subject to [****], uniformly applied by
                           FieldSource, provided that if such [****]. For
                           Services that do not meet the pricing specifications
                           listed on Exhibits A and B, FieldSource will price
                           the Service in the ordinary course of business and
                           then apply the discount.

                  5.1.4.   Qualifying Purchases: CRI shall receive credit
                           against its yearly Minimum Purchases only for
                           purchases of the Service which have a start date that
                           is no more than [****] days from the end of the
                           [****] period in which they were purchased. Where
                           Services purchased during a [****] period are
                           cancelled, postponed or reduced in scope after the
                           close of that year, there will be a retroactive
                           adjustment to the prior year's purchases, which may
                           result in additional revenue Reconciliation Payments.

                                        5

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                  5.1.5.   [****] Reconciliation: At the end of each [****]
                           period during the Term CRI will make a cash payment
                           (each a "Reconciliation Payment") to FieldSource
                           equal to the difference between (1) the
                           contract-to-date Minimum Purchases and (2) the sum of
                           (a) the contract price of all Services purchased
                           contract-to-date and (b) any Reconciliation Payments
                           which are forfeited. CRI may, at its election, chose
                           to add the amount of the Reconciliation Payment
                           [****] to the Minimum Purchase amounts for the
                           succeeding [****] period (a "Roll Forward"), provided
                           that CRI (i) makes a cash payment of the entire
                           shortfall within 30 days of the end of the period as
                           a pre-payment toward Services purchased in the next
                           [****] period, and (ii) any such prepayment will be
                           credited toward purchases in the next [****] period
                           only after that period's Minimum Purchase level has
                           been met. Reconciliation Payments will be forfeited
                           to FieldSource by the amount that the
                           contract-to-date shortfall at the close of any [****]
                           period exceeds $[****] and due to any unused credit
                           not used in the subsequent [****] period.

                  5.1.6.   Final Reconciliation: There will be a Final
                           Reconciliation Payment at the cancellation,
                           termination or lapse of the contract equal to the
                           difference between (1) the product of (i) the number
                           of full or partial [****] periods having elapsed as
                           of the date of cancellation, termination or lapse and
                           (ii) $[****], and (2) the result of adding (x) the
                           actual purchases made through the date of
                           cancellation, termination or lapse, and (y) all
                           forfeited Reconciliation Payments.

6.       Payment Terms/Stopped Work:

         6.1.     Payment Terms: All invoices are due within thirty (30) days of
                  the invoice date. All amounts outstanding beyond thirty (30)
                  days of the invoice date will be subject to a finance charge
                  of 1.5% per month. Two-thirds of the total project cost will
                  be invoiced upon receipt of the study addendum signed by the
                  client and one-third (subject to increases as a result of
                  changes in specifications such as study length, incidence,
                  delivery time, and number of respondents) will be invoiced
                  upon completion of the project. CRI agrees that two-thirds of
                  the total project cost will be earned by FieldSource upon the
                  programming of the survey and its distribution to the field.

         6.2.     Stopped Work:

                  6.2.1.   Full Service. Unless otherwise agreed to in the
                           addendum for a specific study, should any study be
                           cancelled or postponed, CRI agrees to compensate
                           FieldSource for: (i) two-thirds of the contract price
                           for all Services where FieldSource has programmed the
                           survey and placed it into the field, or the
                           reasonable value of all work performed by FieldSource
                           through the effective date of such cancellation,
                           whichever is greater, or (ii) where FieldSource has
                           not programmed the survey and placed it into the
                           field the reasonable value of all work performed by
                           FieldSource through the effective date of
                           cancellation.

                  6.2.2.   Sample Services. Unless otherwise agreed to in the
                           addendum for a specific study, should CRI desire to
                           cancel or postpone any Sample Services it shall
                           compensate FieldSource for (i) in the case of Sample
                           Services cancelled or postponed within five (5) days
                           of their scheduled start date, an amount equal to
                           [****] of the contract price, or (ii) for Sample

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                           Services already underway, the cost of all qualified
                           Respondents delivered by FieldSource to a point in
                           time [****] after receipt of a written or emailed
                           notice of cancellation, provided that notice of
                           cancellation is delivered by CRI Monday through
                           Friday (excluding Federal and Connecticut statutory
                           holidays), during normal business hours. If notice of
                           cancellation is not delivered during normal business
                           hours, the notice shall be deemed to have been
                           delivered as of the beginning of the next succeeding
                           business day.

                  6.2.3.   Stopped Work Does Note Effect Guarantee: CRI agrees
                           that its right to stop or cancel work does not
                           relieve if from the obligation to purchase and pay
                           for the Minimum Purchases.

7.       Transfer of [****] Account: Greenfield Online has spent significant
         time and resources developing a client relationship with [****]. CRI
         recognizes that beyond pending commitments for individual custom
         research projects, Greenfield Online does not have any written
         commitments from [****] for any level of future revenue. In
         consideration of the Minimum Purchase Commitment entered into by CRI in
         Section 5.2 above, Greenfield Online agrees that it will use its best
         commercial efforts to undertake the following actions with respect to
         its [****] account:

         7.1.     Introduction of CRI: Greenfield Online will introduce CRI
                  representatives to its [****] contacts at the highest
                  available level.

         7.2.     Recommendation of CRI: Greenfield Online will recommend that
                  [****] transition all pending custom research projects to CRI,
                  and recommend that [****] direct all future proposals to CRI
                  rather than Greenfield Online.

         7.3.     Assurance of Continued Support: Greenfield Online will assure
                  [****] that the client service team responsible for delivering
                  online data to support CRI's research for [****] will be the
                  same as the one used to support its own work for [****].

         7.4.     Transition Consulting: Greenfield Online will direct the
                  account representative responsible for the [****] account to
                  oversee the smooth transition of work from Greenfield Online
                  to CRI.

         7.5.     Decline Future Work: After the date of this Agreement, and for
                  so long as CRI complies with its obligations, Greenfield
                  Online will not accept any additional custom research projects
                  from [****], and after completing any pending projects which
                  cannot be transferred to CRI, Greenfield Online will not
                  perform any additional custom research work for [****].

         7.6.     Enforce Covenants Not to Compete: For so long as CRI complies
                  with its obligations hereunder, Greenfield Online will take
                  all necessary and appropriate actions, including actions for
                  injunctive relief, to attempt to enforce all existing
                  covenants not to compete between Greenfield Online and its
                  current and past employees who seek to improperly interfere in
                  the relationship between CRI and [****].

8.       Term of Contract and Termination:

         8.1.     Term. The Term of this Agreement shall be three (3) years (the
                  "Initial Term") beginning November 1,2001 (the "Effective
                  Date"). This Agreement shall automatically renew (each such
                  term a "Renewal Term") for successive periods of one (1) year,
                  unless either party gives the other written notice of its
                  intention

                                        7

<PAGE>

                  not to renew at least sixty (60) days prior to the expiration
                  of the Initial Term or Renewal Term as the case may be.

         8.2.     Notice of Termination. This Agreement may be terminated for a
                  material breach (including, but not limited to, the failure of
                  CRI to make any payments due under Sections 5.1.4 and 6, the
                  breach of Section 3, Greenfield Online's breach of Sections
                  7.5 and 7.6, the breach of any agreement entered into pursuant
                  to Sections 4 and 9), upon thirty (30) days written notice
                  from the non-breaching party if the breach is not cured during
                  such notice period.

         8.3.     Effect of Termination. Upon a termination as provided in
                  Section 8.1 and 8.2, all rights and duties of the parties
                  toward each other shall cease except those intended to survive
                  such termination, provided that in the event of a termination
                  by Greenfield Online pursuant to Section 8.2 or a termination
                  of this Agreement without cause by CRI, CRI shall be obliged
                  to pay, within thirty (30) days of the effective date of
                  termination the Final Reconciliation Payment as determined by
                  Section 5.1.5 , all unpaid amounts for Services and the
                  Cancellation Penalty set forth below:

                  8.3.1.   For cancellations within the first [****] period:
                           $[****]

                  8.3.2.   For cancellations within the second [****] period:
                           $[****]

                  8.3.3.   For cancellations within the third [****] period:
                           $[****]

         8.4.     Notices. All notices required or permitted under this
                  Agreement shall be in writing, reference this Agreement and be
                  deemed given one (1) day after deposit with a commercial
                  overnight carrier for overnight delivery, with written
                  verification of receipt. All communications will be sent to
                  the following addresses:

Greenfield Online, Inc.                            CRI

Keith Price                                        Beth Rounds
Greenfield Online, Inc.                            Custom Research Inc.
21 River Road                                      8401 Golden Valley Road
Wilton, CT 06897                                   Minneapolis, Minnesota 55427
203-846-5700                                       763-542-0882
kprice@greenfield.com                              brounds@customresearch.com

With a Copy to:                                    With a Copy to:

Jonathan A. Flatow                                 Kurt Blumberg
Greenfield Online, Inc.                            Custom Research Inc.
21 River Road                                      8401 Golden Valley Road
Wilton, CT 06897                                   Minneapolis, Minnesota 55427
T 203-846-5721                                     T 763-542-0810
F 203-846-5749                                     F 763-417-4555
jflatow@greenfield.com                             kblumberg@customresearch.com

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<PAGE>

9.       Confidentiality:

         The parties shall enter into a separate Mutual Non-Disclosure Agreement
         to govern their disclosure to each other of Confidential Information.

10.      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 the services each will
         provide or in connection with any potential revenues which may be
         received by CRI in connection with the transition of the [****]
         account. There are no warranties, promises, or statements made by
         either party except as specifically stated herein, or in separate
         addenda as described in Section 1, with respect to any matter. Neither
         party has made any affirmation of fact or promise relating to the
         services or duties that have become any basis 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 it by or on behalf of
         the other party are only estimates and are not representations that
         such estimates will be realized.

11.      WARRANTY DISCLAIMER. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT,
         OR IN SEPARATE ADDENDA 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
         NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

12.      INDEMNIFICATION.

         12.1.    By Greenfield. With respect to claims or actions against one
                  or both parties by third parties insofar as such claim,
                  demand, or action is attributable to the acts or omissions of
                  FieldSource or a breach by FieldSource of a representation
                  and/or warranty made in this Agreement, FieldSource shall (i)
                  indemnify CRI against any liability, cost, loss, or expense of
                  any kind; and (ii) hold harmless CRI and save it from any
                  liability, cost, loss, or expense of any kind. CRI shall have
                  the right to select and control legal counsel for the defense
                  of any such claim, demand, or action and for any negotiations
                  relating to any such claim, demand, or action; however,
                  FieldSource must approve any settlement of any such claim,
                  demand, or action to the extent that such settlement imposes
                  any restrictions on or requires FieldSource to contribute
                  financially to such settlement.

         12.2.    By CRI. With respect to claims or actions against one or both
                  parties by third parties insofar as such claim, demand, or
                  action is attributable to the acts or omissions of CRI or a
                  breach by CRI of a representation and/or warranty made in this
                  Agreement, CRI shall (i) indemnify FieldSource against any
                  liability, cost, loss, or expense of any kind; and (ii) hold
                  harmless FieldSource and save it from any liability, cost,
                  loss, or expense of any kind. FieldSource shall have the right
                  to select and control legal counsel for the defense of any
                  such claim, demand, or action and for any negotiations
                  relating to any such claim, demand, or action; however, CRI
                  must approve any settlement of any such claim,

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<PAGE>

                  demand, or action to the extent that such settlement imposes
                  any restrictions on or requires CRI to contribute financially
                  to such settlement.

13.      Injunctive Relief. CRI agrees that the breach of its obligations under
         Sections 1.3 and 2 will cause irreparable harm to Greenfield Online.
         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, Greenfield shall be entitled to
         specific performance and injunctive or other equitable relief, without
         the necessity for the positing of any bond or security, as a remedy for
         any such breach.

14.      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.

15.      Assignment and Transfer. 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 Greenfield
         Online and CRI may assign this Agreement to any successor corporation
         by merger, acquisition, or otherwise.

16.      Governing Law Choice of Venue. This Agreement shall be governed by and
         interpreted in accordance with the laws of the State of Connecticut
         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 the District of Connecticut.

                       ******Signature Pages Follow******

                                       10

<PAGE>

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

CRI                                       Greenfield Online, Inc.

   /s/ Beth Rounds                           /s/ Dean Wiltse
--------------------------                --------------------------------------
                                          Dean Wiltse
Its Sr. Vice President                    President & CEO
Duly Authorized

Date: 10/31/01                            Date: 10/31/01

                                       11

<PAGE>
                                    EXHIBIT A

<TABLE>
<CAPTION>
             5 MINUTES                            10 MINUTES                          15 MINUTES
   ------------------------------       -----------------------------        ----------------------------
   INC.      SAMPLE SIZE     COST       INC.     SAMPLE SIZE     COST        INC.     SAMPLE SIZE    COST
   ----      -----------     ----       ----     -----------     ----        ----     -----------    ----


<S>          <C>             <C>        <C>      <C>             <C>         <C>      <C>            <C>
10%                500       13500      10%            500        14000      10%           500       17000
                 1,000       19700                   1,000        21000                  1,000       24000
25%                500        9500      25%            500        10000      25%           500       13000
                 1,000       12500                   1,000        13600                  1,000       17000
50%                500        8000      50%            500         8500      50%           500       11600
                 1,000       10000                   1,000        11000                  1,000       14500
</TABLE>
<PAGE>
                                    EXHIBIT B

Pricing is per completed survey.


<TABLE>
<CAPTION>
                                     Price Per
            Incidence                Complete
            ---------                --------

<S>                                  <C>
Under 10%                            Custom price
10%                                        $24.00
25%                                        $17.00
50%                                        $14.50
</TABLE>


The pricing grid outlines FieldSource retail pricing based on incidence, survey
length, and/or sample size. The pricing should be used only as a general
reference. Finalized pricing can only be provided after consulting with a
FieldSource Client Development person to outline exact project specifications.
Pricing is subject to change.
<PAGE>
                                    EXHIBIT C

                     CRI/GREENFIELD STANDARDS & EXPECTATIONS

BIDDING PROCESS

Study Bid Requests
What information needs to be supplied by CRI

STUDY CONFIRMATION AND COMMUNICATIONS

Study Confirmation Form (SIF)

QUESTIONNAIRE DEVELOPMENT & PROGRAMMING

Questionnaire Development Considerations Graphics
Data Layout
QC's - Greenfield, CRI and Client
Study Timeline

DATA COLLECTION

Status Reports
Partial Data Files

DATA TRANSFER

Who Should Receive the Data Files
File Transfer Expectations
Data Integrity and Cleaning

SYSTEM AND PERSONNEL RELIABILITY STANDARDS

Availability for Urgent Issues
Server Uptime
Bidding Process

BIDDING PROCESS

STUDY BID REQUESTS AND CONFIRMATION FORMS

Assuming Greenfield has a production team assigned to CRI, all bid requests
should b(cent) e-mailed to the Greenfield Request For Bid (RFP) Group, and
internally Greenfield will determine who is the best person to respond to the
request. A Greenfield RFB Group has been created in CRTs GroupWise email system.
As necessary, Greenfield will contact CRI with any additions or deletions to
this group.

A shell has been created for all RFBs, so CRI/Greenfield can request and receive
information in a consistent format (see separate documents.
<PAGE>
WHAT INFORMATION NEEDS TO BE SUPPLIED BY CRI

      -     Type and general purpose of study. Also it would be helpful to
            provide a barometer of difficulty on the complexity of the project.
            Please use the CRI standard I to 5 scale for Questionnaire
            Authoring.

      -     Total completes

      -     Qualifications for Rep sample including incidence **CRI may look for
            guidance from Greenfield on incidence**

      -     Will there be any targeted or augment sample needed

      -     Screened Survey Quotas (including geography)

      -     Items to track & report while in field

      -     Timing expectations, if any

      -     Length of survey (including number of screening questions and main
            questions)

      -     Outline any. graphic/concept security issues

      -     Graphic considerations, for example, how many graphics and the type
            of format (hard copy or an electronic file) Greenfield prefers.
            **Together CRI & Greenfield will finalize a standard Graphic
            Specifications form for client use**

      -     Are partial data files necessary

      -     Any other pertinent information that may impact programming or
            length Of time in field

      -     Number of verbatims (verbatims are described as any open-end
            question or other specifics)

      -     Does project requite Spectra coding

      -     Define deliverable Fine with us!


STUDY CONFIRMATION AND COMMUNICATIONS

STUDY CONFIRMATION

Together CRI and Greenfield will create a standard Study Information Form (SIF)
that will be used for every project. Once the study is approved, Greenfield will
initiate the S W with study specifics and will route to appropriate Greenfield
and CRI personnel. CRI will fill in "TBD" CRI staff information and return to
Greenfield. When changes are made (e.g. study specs, timing, etc.) any time
during the study the party initiating the change is responsible for updating the
SIF and routing to all parties.

Prior to receiving SIF on a particular project, all correspondence (via email)
should be sent to the entire Greenfield RFB group. Once the study has been
booked and a SIF has been issued, refer to the SIF for the appropriate
Greenfield/CRI contact for implementation and technical questions.
<PAGE>
QUESTIONNAIRE DEVELOPMENT/PROGRAMMING

QUESTIONNAIRE DEVELOPMENT

When building questionnaires using Greenfield's current system, CRI is
recommending the following in order to keep development, edits and programming
streamlined and efficient.

Therefore, since Greenfield's current system will only be used until they adopt
an industry standard software, a temporary questionnaire development process
will need to be created jointly as soon as possible.

1)       All respondent instructions that will appear in the survey text will be
         in parentheses (). All programmer instructions will be in square [ ]
         brackets

2)       CRI will forward to Greenfield and initially a kick-off meeting will be
         set with appropriate Greenfield/CRI personnel to finalize look and feel
         of questionnaire. We will review the need for having a kick-off meeting
         for each study on a monthly basis and eventually this step will be
         dropped.

3)       CRI and Greenfield will pass back and forth a common document until all
         CRI and Greenfield "edits" are complete. This would be a word document,
         formatted to CRI specs.

QUESTIONNAIRE NAMING AND ONE-DOCUMENT PROCESS

The copy sent to Greenfield will be named with the CRI project number followed
by the draft version (i.e. the first draft should be DRAFT A). Additionally,
please note the draft version will be in the header of the questionnaire.
Greenfield will use this draft as an initial review only and will not be making
any changes to the electronic file. Greenfield will outline questionnaire
edits/changes in either an e-mail, verbally, or fax handwritten changes. Changes
will be made on a master word document tracking changes. This is one area CRI
would Like Greenfield to visit early on to improve process for both parties.

Any subsequent changes on either CRIs or Greenfield's part should be noted with
a change in the questionnaire name (DRAFT B, DRAFT C, etc.) including
information in the header. This change in name will help both CRI and Greenfield
identify which questionnaire version is the most current.

As changes to the questionnaire occur and drafts are sent back and forth, the
Greenfield Research Manager will ensure that all changes are incorporated into
the "master" document that will imported utilizing Greenfield's System and
Survey Wizard.

GRAPHICS

CRI will provide a graphic matrix (including order and rotation requirements)
when applicable. In order to avoid confusion between what CRI calls their
graphics/cells and what graphics/cells are assigned on the layout for a study,
the designations prodded by CRI will be used for labeling the graphics.
<PAGE>
DATA LAYOUT

At times, CRI may need to review the layout prior to data collection. CRI will
layout data needs prior to programming if a "special" layout is essential to the
study success and/or timing. It is acceptable for Greenfield to provide a
handwritten data layout proposal in these types of situations and then CRI will
review the layout and make any requests as soon as possible

QUALITY CHECKS -- GREENFIELD, CRI AND CLIENT

Greenfield will do the first Quality Check and CRI does the second Quality
Chock. Greenfield will send an e-mail to the appropriate person listed on the
SIF with the URL information. Generally speaking, CRI does not encourage the
client to test the survey.

While CRI is doing a second quality check and Greenfield is asking for study
approval, it is still Greenfield's responsibility to ensure proper questionnaire
operation, including skip patterns, that was outlined in CRI questionnaire
document.

STUDY TIMELINE

Standard Studies:

      -     Allow 2 to 3 days for programming on most studies

      -     Greenfield and CRI Quality Checks are a combined one-day turnaround.

      -     One additional day should be added to the timing if the client will
            be testing the study.

      -     It is best if field begins Monday through Thursday so any study
            modifications can be completed before the weekend.

      -     Field time will be determined and included in the SIF. Fine

      -     Data file will arrive as outlined in the SIF. If a study finishes
            early CRI and Greenfield will discuss and agree on an earlier data
            delivery date, ff possible

DATA COLLECTION

STATUS REPORTS

The Greenfield Research Manager will update people verbally, if the study has a
relatively short field fin~ and will e-mail information if the study is in the
field longer than three days. Basically, the format of the status report is
based on the complexity of the study. CRI will let Greenfield know up front what
information needs to b~ included in the status report, so counts can be
generated during the data collection process.

PARTIAL DATA FLIES

A partial data file schedule will be confirmed before the study fields and will
be outlined on the SIF. CRI will also outline whether they need both closed-end
and open-end data for the partial requests. Typically, a partial close-end file
is sufficient.
<PAGE>
DATA TRANSFER

WHO SHOULD RECEIVE THE DATA FILES

All data files will be e-mailed to CRI's Data Management Staff. will provide
appropriate email and phone contact list for this group. The Data Management
staff typically receives an email with standard information (e.g. project
number, file type and length, number of records, etc.). CRI and Greenfield need
to agree and finalize data transfer content as soon as possible.

FILE TRANSFER EXPECTATIONS

The file e-mailed to Check-In is zipped with a standard password. The close-end
file is ASCII and the text file is ASCII/TXT Label file. The expectation is that
each record/complete will be one string of data in one data file.

DATA INTEGRITY AND CLEANING

It is assumed that all data files are clean, however, CRI will still perform
data cleanings as we see necessary. CRI's current policy is to clean all data
files, however, some discretion as to the extent of the cleaning needs to be
used.

The agreement with Greenfield is that we are receiving "clean data" and any
dirty or inaccurate data should be replaced at no cost to the project or CRI.

SYSTEM AND PERSONNEL RELIABILITY STANDARDS

TIMING AND CAPACITY

Greenfield Online will provide market competitive timing for programming and
fielding of surveys on a project by project basis. Timing will be a function of
questionnaire complexity and target audience.

CONTACT PROCESS FOR URGENT ISSUES

CRI would like to have a "formalized" a process for reaching Greenfield staff
for urgent issues. CRI will offer a like process for Greenfield to roach CRI
staff.

The protocol for reaching CRI staff is to contact the Implementation Research
Manager or Research Associate on the SIF. If they do not answer their phone,
please request that the Receptionist page them. If they are unavailable, please
ask to be directed to the Technical Research Manger on the project. If they,
too, are unavailable, please contact will be Lisa Rae Ruud.

GFOL PROTOCOL:

Project manager direct line
Project manager e-mail
Receptionist page
Research director direct line
An after hours help line will be provided as well
<PAGE>
SERVER UPTIME

Greenfield will maintain uptime of its systems based on acceptable industry
standards. The final percentage will be agreed upon between CRI and Greenfield.
Greenfield will contact CRI immediately when a server or survey is down
providing length and reason for downtime along with expected time for resuming
service.

Should CRI elect to use the Sample Serving Offering, CRI in turn, will provide
like information to Greenfield.

.. ?? GFOL has redundant system and will not have down time due to maintenance,
GFOL will provide updates to CRI if we plan to have any maintenance that would
create down time. Updates should be planned around project schedules and not
interrupt services.
<PAGE>

                    FIRST AMENDMENT TO FIELDSOURCE AGREEMENT
                                 January 1, 2003

         This First Amendment amends that certain FieldSource Agreement (the
"Agreement"), dated October 31, 2001, by and between Greenfield Online, Inc., a
Delaware corporation with its principal place of business at 21 River Road,
Wilton, CT ("FieldSource" or "GFOL"), and Custom Research Inc., a Minnesota
corporation with its principal offices at 8401 Golden Valley Road, Minneapolis,
Minnesota ("CRI").

Unless defined herein all capitalized terms used herein will have the same
meanings as are set forth in the main body of the Agreement.

         1.       Section 5.17 is added as follows:

                  5.1.7.   Rebates for 2003: In the event that the Total
                           Qualifying Revenues for the for calendar year 2003
                           are equal to $[****] or more GFOL will pay to CRI
                           Rebates on the Total Qualifying Revenue at the levels
                           listed below. The Rebates listed below accumulate so
                           that the total potential Rebates in the Term could be
                           in excess of $[****]. Rebates shall be paid on or
                           before March 1, 2004.

<TABLE>
<CAPTION>
Aggregate Purchases        Rebate %       Rebate Amount
-------------------        --------       -------------
<S>                        <C>            <C>
$[****]                    [****]%           $[****]
$[****]                    [****]%           $[****]
$[****]                    [****]%           $[****]
$[****]                    [****]%           $[****]
TOTAL REBATES              [****]%           $[****]
</TABLE>

                           "Qualifying Revenue". Qualifying Revenue shall
                           include all Services purchased by CRI and performed
                           by GFOL within the 2003 calendar year, and shall not
                           include pass-through expenses such as respondent
                           incentives and data processing costs.

                           "Total Qualifying Revenue". Total Qualifying Revenue
                           shall be defined as the aggregate of all Services
                           purchased by CRI and performed by GFOL within the
                           2003 calendar year, and shall not include
                           pass-through expenses such as respondent incentives
                           and data processing costs.

         2.       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

         3.       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

<PAGE>

         IN WITNESS WHEREOF, the parties to the Asset Agreement, intending to be
         legally bound, hereby adopt the foregoing Amendment this 1st day of
         January, 2003.

GREENFIELD ONLINE, INC.                   CRI

By:     /s/ Dean Wiltse                   By:      /s/ Curt Blumberg
    -----------------------------             ----------------------------------

Title:   President , CEO                  Title:     Treasurer

<PAGE>

                    SECOND AMENDMENT TO FIELDSOURCE AGREEMENT

                                 January 1, 2004

         This Second Amendment, with an effective date of January 1, 2004,
amends that certain FieldSource Agreement (the "Agreement"), dated October 31,
2001 (which was amended by a First Amendment dated January 1, 2003), by and
between Greenfield Online, Inc., a Delaware corporation with its principal place
of business at 21 River Road, Wilton, CT ("FieldSource" or "GFOL"), and
GfK-Custom Research Inc., a Minnesota corporation with its principal offices at
8401 Golden Valley Road, Minneapolis, Minnesota ("GfK-CRI").

         Unless defined herein all capitalized terms used herein will have the
same meanings as set forth in the main body of the Agreement.

         1.       Section 5.17 is amended and restated in its entirety as
follows:

                  5.1.7    Rebates for 2004: In the event that the Total
                           Qualifying Revenues for the GfK-CRI Rebates on the
                           Total Qualifying Revenue at the levels listed at
                           $[****] of Qualifying Revenue is $[****]. Each
                           threshold must be [****]% achieved to earn the
                           Rebates, and Rebates are not prorated between levels.
                           Rebates shall be paid on or before March 1, 2005.

<TABLE>
<CAPTION>
Qualifying Revenue                 Rebate Amount
------------------                 -------------
<S>                                <C>
  $       [****]                   $      [****]
  $       [****]                   $      [****]
  $       [****]                   $      [****]
  $       [****]                   $      [****]
  $       [****]                   $      [****]
  $       [****]                   $      [****]
  $       [****]                   $      [****]
  $       [****]                   $      [****]
</TABLE>

                           "Qualifying Revenue." Qualifying Revenue shall
                           include all Services purchased by GfK-CRI and
                           performed by GFOL within the 2004 calendar year, and
                           shall not include pass-through expenses such as
                           respondent incentives and data processing costs.

                           "Total Qualifying Revenue." Total Qualifying Revenue
                           shall be defined as the aggregate of all

<PAGE>

                           Services purchased by CRI and performed and delivered
                           to [****]% completion by GI-OL within the 2004
                           calendar year, and shall not include pass through
                           expenses such as respondent incentives and data
                           processing costs.

         2.       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.

         3.       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 effective the 1st day of
January, 2004.

GREENFIELD ONLINE, INC.                   GfK-CRI

By     /s/ Dean Wiltse                    By      /s/ Janice M. Elsesser
   -----------------------------             -----------------------------------
Title        CEO                          Title          President