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                                                                  Exhibit 10.33
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                              EMPLOYMENT AGREEMENT

                                     BETWEEN

                             GREENFIELD ONLINE, INC.

                                       AND

                                   HUGH DAVIS

                                  APRIL 1, 2004



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            AMENDED AND RESTATED EMPLOYMENT AGREEMENT dated as of April 1, 2004,
between GREENFIELD ONLINE, INC., a Delaware corporation (the "Company"), and
HUGH DAVIS (the "Executive").

            The Company is engaged in the business of providing marketing
research data collection services over the Internet (together with other
business in which the Company engages during the Employment Period, the "Subject
Business"). The Executive has experience as an attorney which experience is
valuable to the Subject Business and the Company desires to employ and the
Executive desires to be employed as the Company's Chief Technology Officer.

            The Executive and the Company entered into the Employment Agreement
dated as of May 7, 1999 (the "Prior Employment Agreement") and now desire to
enter into this Amended and Restated Employment Agreement (this "Agreement") to
set forth the terms governing the Executive's employment as well as to provide
adequate and reasonable protection for the Company's legitimate business
interest of safeguarding its trade secrets, confidential information, and
customer and employee relationships.

            NOW, THEREFORE, in consideration of the mutual covenants contained
herein and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree as follows:

            SECTION 1. EMPLOYMENT.

            The Company shall employ the Executive, and the Executive accepts
employment with the Company, upon the terms and conditions set forth in this
Agreement for the period beginning on the Effective Date (as defined in Section
14(j)) and ending on the Termination Date determined pursuant to Section 4(a)
(the "Employment Period"). THIS IS NOT A CONTRACT OF EMPLOYMENT. EXECUTIVE IS AN
EMPLOYEE-AT-WILL AND MAY BE TERMINATED BY COMPANY AT ANY TIME WITH OR WITHOUT
CAUSE.

            SECTION 2. BASE SALARY, BONUS AND BENEFITS.

            (a) During the Employment Period, the Executive's base salary shall
be no less than $200,000 per annum or such other rate as the Compensation
Committee of the Board (excluding the Executive if he should be a member of the
Board or the Compensation Committee at the time of such determination) may
designate from time to time (the "Base Salary"), which salary shall be reviewed
by the Compensation Committee on an annual basis and payable in such
installments as is customary for other senior executives of the Company. In
addition, during the Employment Period, the Executive shall be entitled to (i)
participate in all employee benefit programs for which other senior executives
of the Company are generally eligible, (ii) be eligible to participate in all
insurance plans available generally to other senior executives of the Company,
and (iii) take 4 weeks of paid vacation annually. In the case of any partial
month during the Employment Period, reimbursements, payments and other
entitlements pursuant to this Section 2 shall be made or provided to the
Executive on a per diem basis.

            (b) In addition to the Base Salary and benefits set forth in
paragraph (a) above, during the Employment Period the Executive shall be
eligible to participate in such bonus plan for senior management as may be
adopted for any fiscal year by the Board or the
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Compensation Committee thereof (the "Bonus Plan"). The Company may also award to
the Executive from time to time stock options or other equity based incentive
awards under the Company's Amended and Restated 1999 Stock Option Plan (the
"Stock Plan") and the Company's 2004 Equity Incentive Plan (the "Equity Plan").

            (c) The Company shall reimburse the Executive for all reasonable
expenses incurred by him in the course of performing his duties under this
Agreement which are consistent with the Company's policies in effect from time
to time with respect to travel, entertainment and other business expenses,
subject to the Company's requirements with respect to reporting and
documentation of such expenses.

            (d) The Company shall deduct from any payments to be made by it to
the Executive under this Agreement any amounts required to be withheld in
respect of any Federal, state or local income or other taxes.

            SECTION 3. POSITION AND DUTIES.

            (a) During the Employment Period, the Executive shall initially
serve as Chief Technology Officer of the Company, and shall report to the
President and CEO of the Company. The Executive acknowledges and agrees that he
owes a fiduciary duty of loyalty to the Company to discharge his duties and
otherwise act in a manner consistent with the best interests of the Company and
its Subsidiaries.

            (b) During the Employment Period, the Executive shall devote his
best efforts and full working time, attention and energies to the performance of
his duties and responsibilities under this Agreement (except for vacations to
which he is entitled pursuant to Section 2(a) and except for illness or
incapacity). During the Employment Period, the Executive shall not engage in any
business activity which, in the reasonable judgment of the Board (excluding the
Executive if he should be a member of the Board at the time of such
determination), conflicts with the duties of the Executive hereunder, whether or
not such activity is pursued for gain, profit or other pecuniary advantage.

            SECTION 4. TERMINATION.

            (a) Termination Date. The Executive's employment under this
Agreement shall terminate upon the earliest to occur (the date of such
occurrence being the "Termination Date") of (i) the effective date of the
Executive's resignation (a "Resignation"), (ii) the Executive's death or
Disability (an "Involuntary Termination"), (iii) the effective date of a
termination of the Executive's employment for Cause by the Board (a "Termination
for Cause"), and (iv) the effective date of a termination of the Executive's
employment by the Board for reasons that do not constitute Cause or as a result
of the Company's election not to renew this Agreement pursuant to Section 1 (a
"Termination Without Cause"). The effective date of a Resignation shall be as
determined under Section 4(b) or 4(c), as applicable; the effective date of an
Involuntary Termination shall be the date of death or, in the event of a
Disability, the date specified in a notice delivered to the Executive by the
Company; and the effective date of a Termination for Cause or a Termination
Without Cause shall be the date specified in a notice delivered to the Executive
by the Company of such termination.


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            (b) Resignation. Except in the case of a Resignation for Good
Reason, as hereinafter defined, the Executive shall give the Company and the
Board at least 90 days' prior written notice of a Resignation, with the
effective date of such Resignation specified therein. The Board may, in its
discretion, accelerate the effective date of such a Resignation.

            (c) Resignation for Good Reason. The Executive may resign for Good
Reason effective 30 days after giving the notice contemplated by this Section
4(c), unless the Company cures the event or condition constituting Good Reason
within such period. For purposes of this Section 4(c), "Good Reason" shall mean
any one of the following: (i) a material diminution of the Executive's title and
status as set forth in this Agreement or assignment to duties and
responsibilities inconsistent with those set forth in this Agreement; (ii) the
relocation of the Executive to any place greater than thirty (30) miles from his
current principal location (excluding New York City); or (iii) a substantial
reduction of the Executive's compensation package as set forth in this
Agreement, unless such a reduction is made by the Company ratably with all other
executives at similar levels of responsibility. Notwithstanding the foregoing,
any of the events described in clauses (i) through (iii) of this Section 4(c)
shall constitute "Good Reason" only if the Company fails to cure such event
within 30 days after receipt from the Executive of written notice of the event
which constitutes Good Reason; and "Good Reason" under clauses (i) through (iii)
above shall cease to exist for an event on the 60th day following the later of
its occurrence or the Executive's actual knowledge thereof, unless the Executive
has given the Company written notice thereof prior to such date. Further
notwithstanding the foregoing, following a Change in Control, as such term is
defined in Section 2(c) of the Equity Plan, for purposes of clause (i) above,
"material diminution" shall be measured by comparing the nature of the
Executive's duties, management responsibility, revenues of the respective
business units managed or serviced by the Executive and the respective number of
people reporting to the Executive before and after the Change in Control, rather
than on the basis of Executive's title or to whom he reports following the
Change in Control.

            SECTION 5. EFFECT OF TERMINATION; SEVERANCE.

            (a) In the event of a Termination Without Cause or a Resignation for
Good Reason, the Executive or his beneficiaries or estate shall have the right
to receive the following:

                  (i) the unpaid portion of the Base Salary, computed on a pro
      rata basis to the Termination Date;

                  (ii) a pro rata portion of the annual bonus, if any, that the
      Executive would have been entitled to receive pursuant to the applicable
      Bonus Plan in the year in which the Executive's employment terminates,
      based upon the attainment of the performance objectives applicable thereto
      for such year and the percentage of the fiscal year that shall have
      elapsed through the date of the Executive's termination of employment,
      payable when such annual bonus would have otherwise been payable had the
      Executive's employment not terminated;

                  (iii) reimbursement for any expenses for which the Executive
      shall not have been previously reimbursed, as provided in Section 2(c);
      and

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                  (iv) payment of Base Salary for a period (the "Severance
      Period") of six (6) months immediately following the Termination Date;
      provided, that following an IPO (as hereinafter defined), the Severance
      Period shall be twelve (12) months immediately following the Termination
      Date, and following a Qualifying Change in Control (as hereinafter
      defined), the Severance Period shall be eighteen (18) months immediately
      following the Termination Date. In addition, following a Qualifying Change
      in Control, the Executive shall be entitled to receive an additional bonus
      equal to three months' Base Salary, payable in a lump sum within 30 days
      following the date of termination. The foregoing amounts shall not be
      subject to reduction in the event that the Executive obtains new
      employment during the Severance Period. Notwithstanding the foregoing,
      however, in the event of a breach by the Executive of any of Sections 6,
      7, 8, or 9 on or after the Termination Date, the provisions of Section 11
      shall apply.

      For purposes of this clause (iv), an "IPO" shall mean an underwritten
      public offering of the Company's common stock pursuant to a registration
      statement on Form S-1 under the Securities Act of 1933, as amended, and a
      "Qualifying Change in Control" shall mean a Change in Control which either
      (A) follows an IPO or (B) results in proceeds to the Company or its
      shareholders, net of legal, accounting and other transaction fees, of $120
      million or more in the aggregate.

            (b) In the event of a Termination for Cause, an Involuntary
Termination or a Resignation (other than for Good Reason), the Executive or his
beneficiaries or estate shall have the right to receive the following:

                  (i) the unpaid portion of the Base Salary, computed on a pro
      rata basis to the Termination Date; and

                  (ii) in the case of an Involuntary Termination based on the
      Executive's Death or Disability (but not otherwise pursuant to this
      Section 5(b)) a pro rata portion of the annual bonus, if any, that the
      Executive would have been entitled to receive pursuant to the applicable
      Bonus Plan in the year in which the Executive's employment terminates,
      based upon the attainment of the performance objectives applicable thereto
      for such year and the percentage of the fiscal year that shall have
      elapsed through the date of the Executive's termination of employment,
      payable when such annual bonus would have otherwise been payable had the
      Executive's employment not terminated; and

                  (iii) reimbursement for any expenses for which the Executive
      shall not have been previously reimbursed, as provided in Section 2(c).

            (c) In the event of a Termination Without Cause or Resignation for
Good Reason which occurs within twelve (12) months after a Change in Control, on
the applicable Termination Date, any unvested options or other equity based
incentives previously awarded to the Executive under the Stock Plan or the
Equity Plan (the "Equity Incentives") will accelerate such that they will become
immediately vested to the extent that they would otherwise have vested in the
twelve (12) months following such Termination Date had the Executive remained
employed by the Company during such period, and all Equity Incentives held by
the Executive as of the Termination Date will remain exercisable for twelve (12)
months after such

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Termination Date or until the end of their term, whichever occurs first.
Notwithstanding the foregoing, in the event that the Board or the Compensation
Committee thereof determines in good faith that the respective terms contained
in the Equity Incentives are more favorable in the aggregate to the Executive
with regard to vesting and exercisability than the provisions of the preceding
sentence, such terms of the Equity Incentives shall apply; provided, that
nothing herein shall require the Board or such Committee to combine any terms of
the foregoing sentence with any terms of such Equity Incentives relating to
vesting or exercisability.

            (d) Upon any termination, neither the Executive nor his
beneficiaries or estate shall have any further rights under this Agreement or
any rights arising out of this Agreement other than as provided in Sections
5(a), (b) and (c) above.

            SECTION 6. NONDISCLOSURE AND NONUSE OF CONFIDENTIAL INFORMATION.

            The Executive will not disclose or use at any time, either during
the Employment Period and for a period of five years thereafter, any
Confidential Information of which the Executive is or becomes aware, whether or
not such information is developed by him, except to the extent that such
disclosure or use is directly related to and required by the Executive's
performance of duties assigned to the Executive by the Company.

            SECTION 7. INVENTIONS AND PATENTS.

            The Executive agrees that all Work Product belongs to the Company.
The Executive will promptly disclose such Work Product to the Board and perform
all actions reasonably requested by the Board (whether during or after the
Employment Period) to establish and confirm such ownership (including, without
limitation, the execution and delivery of assignments, consents, powers of
attorney and other instruments) and to provide reasonable assistance to the
Company in connection with the prosecution of any applications for patents,
trademarks, trade names, service marks or reissues thereof or in the prosecution
or defense of interferences relating to any Work Product.

            SECTION 8. NON-COMPETE, NON-SOLICITATION, NON-DISPARAGEMENT.

            The Executive acknowledges and agrees with the Company that, during
the course of the Executive's employment with the Company, the Executive has had
and will continue to have the opportunity to develop relationships with existing
employees, customers and other business associates of the Company and its
Subsidiaries which relationships constitute goodwill of the Company, and the
Company would be irreparably damaged if the Executive were to take actions that
would damage or misappropriate such goodwill. Accordingly, the Executive agrees
as follows:

            (a) The Executive acknowledges that the Company currently conducts
the Subject Business throughout the world (the "Territory"). Accordingly, during
the term hereof and until the first anniversary of the Termination Date (the
"Non-Compete Period"), the Executive shall not, directly or indirectly, enter
into, engage in, assist, give or lend funds to or otherwise finance, be employed
by or consult with, or have a financial or other interest in, any business which
competes or could, in the reasonable judgment of the Board, be deemed to be in


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competition with, at the time in question, the Company within the Territory,
whether for or by himself or as an independent contractor, agent, stockholder,
partner or joint venturer for any other Person. To the extent that the covenant
provided for in this Section 8(a) may later be deemed by a court to be too broad
to be enforced with respect to its duration or with respect to any particular
activity or geographic area, the court making such determination shall have the
power to reduce the duration or scope of the provision, and to add or delete
specific words or phrases to or from the provision. The provision as modified
shall then be enforced.

            (b) Notwithstanding the foregoing, the aggregate ownership by the
Executive of no more than two percent (on a fully-diluted basis) of the
outstanding equity securities of any Person, which securities are traded on a
national or foreign securities exchange, quoted on the NASDAQ stock market or
other automated quotation system, and which Person competes with the Company (or
any part thereof) within the Territory, shall not be deemed to be a violation of
Section 8(a). In the event that any Person in which the Executive has any
financial or other interest directly or indirectly enters into a business during
the Non-Compete Period that competes with the Company within the Territory, the
Executive shall divest all of his interest (other than as permitted to be held
pursuant to the first sentence of this Section 8(b)) in such Person within 15
days after such Person enters into such business that competes with the Company
within the Territory.

            (c) The Executive covenants and agrees that, during the period
commencing with the Effective Date and ending on the first anniversary of the
date on which the Executive ceases to be employed by the Company for any reason
whatsoever, the Executive will not, directly or indirectly, either for himself
or for any other Person (A) solicit any employee of the Company or any of its
Subsidiaries to terminate his or her employment with the Company or any of its
Subsidiaries or employ any such individual during his or her employment with the
Company or any of its Subsidiaries and for a period of one year after such
individual terminates his or her employment with the Company or any of its
Subsidiaries, (B) solicit any customer of the Company or any of its Subsidiaries
to purchase or distribute information, products or services of or on behalf of
the Executive or such other Person that are competitive with the information,
products or services provided by the Company or any of its Subsidiaries, or (c)
take any action that may cause injury to the relationships between the Company
or any of its Subsidiaries or any of their employees and any lessor, lessee,
vendor, supplier, customer, distributor, employee, consultant or other business
associate of the Company or any of its Subsidiaries as such relationship relates
to the Company's or any of its Subsidiaries' conduct of their business.

            (d) The Executive understands that the foregoing restrictions may
limit his ability to earn a livelihood in a business which is competitive with
the business of the Company and any of its Subsidiaries, but he nevertheless
believes that he has received and will receive sufficient consideration and
other benefits as an employee of the Company and as otherwise provided hereunder
or as described in the recitals hereto to clearly justify such restrictions
which, in any event (given his education, skills and ability), the Executive
does not believe would prevent him from otherwise earning a living.

            (e) The foregoing non-compete restrictions shall not apply in the
event that the Executive is forced to terminate his employment with the Company
as a result of a material breach by the Company of any of its obligations to the
Executive under this Agreement, the

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Shareholders' Agreement between the Company, the Executive and the other
shareholders of the Company, to be entered into in connection with the Closing
under the Purchase Agreement, and Stock Option Agreements entered into between
the Company and the Executive.

            SECTION 9. DELIVERY OF MATERIALS UPON TERMINATION OF EMPLOYMENT.

            The Executive shall deliver to the Company at the termination of the
Employment Period or at any time the Company may request all computer hardware,
peripherals, cell phones and other equipment supplied by the Company, and all
memoranda, notes, plans, records, reports, computer tapes and software and other
documents and data (and copies thereof) relating to the Confidential
Information, Work Product or the Subject Business which he may then possess or
have under his control regardless of the location or form of such material and,
if requested by the Company, will provide the Company with written confirmation
that all such materials have been delivered to the Company.

            SECTION 10. INSURANCE.

            The Company may, for its own benefit, maintain "keyman" life and
disability insurance policies covering the Executive. The Executive will
cooperate with the Company and provide such information or other assistance as
the Company may reasonably request in connection with the Company obtaining and
maintaining such policies.

            SECTION 11. ENFORCEMENT.

            Because the Executive's services are unique and because the
Executive has access to Confidential Information and Work Product, the parties
hereto agree that money damages would be an inadequate remedy for any breach of
this Agreement. Therefore, in the event of a breach or threatened breach of this
Agreement, the Company or its successors or assigns may, in addition to other
rights and remedies existing in their favor, apply to any court of competent
jurisdiction for specific performance and/or injunctive or other relief in order
to enforce, or prevent any violations of, the provisions hereof (without posting
a bond or other security). In addition to the foregoing, and not in any way in
limitation thereof, or in limitation of any right or remedy otherwise available
to the Company, if the Executive violates any provision of the foregoing
Sections 6, 7, 8 or 9, any payments then or thereafter due from the Company to
the Executive pursuant to Section 5(a)(iv) shall be terminated forthwith and the
Company's obligation to pay and the Executive's right to receive such payments
shall terminate and be of no further force or effect, in each case without
limiting or affecting the Executive's obligations under such Sections 6, 7, 8
and 9 or the Company's other rights and remedies available at law or equity.

            SECTION 12. REPRESENTATIONS.

            Each party hereby represents and warrants to the other party that
(a) the execution, delivery and performance of this Agreement by such party does
not and will not conflict with, breach, violate or cause a default under any
agreement, contract or instrument to which such party is a party or any
judgment, order or decree to which such party is subject, and (b) upon the
execution and delivery of this Agreement by such party, this Agreement will be a
valid and binding obligation of such party, enforceable in accordance with its
terms, except as

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enforcement hereof may be limited by any applicable bankruptcy, reorganization,
insolvency or other laws affecting creditors rights generally or by general
principles of equity. In addition, the Executive represents and warrants to the
Company that the Executive is not a party to or bound by any employment
agreement, consulting agreement, non-compete agreement, confidentiality
agreement or similar agreement with any other Person. The Company and the
Executive hereby terminate all existing employment or consulting agreements
between them, if any, to the extent such agreements may be in effect after the
date hereof.

            SECTION 13. DEFINITIONS.

            "Board" shall mean the board of directors of the Company.

            "Business Day" shall mean any day that is not a Saturday, Sunday, or
a day on which banking institutions in New York are not required to be open.

            "Cause" shall mean (i) the Executive's material breach of any of the
terms of this Agreement; (ii) the conviction of a crime involving fraud, theft
or dishonesty by the Executive; (iii) the Executive's willful and continuing
disregard of lawful instructions of the Board or superiors (if any), (iv) clear
violation of material written policies of the Company; (v) the continued use of
alcohol or drugs by the Executive to an extent that, in the good faith
determination of the Board, such use interferes in any manner with the
performance of the Executive's duties and responsibilities; or (vi) the
conviction of the Executive for violating any Law constituting a felony
(including the Foreign Corrupt Practices Act of 1977). In the case of subsection
(v) of this subparagraph, and except for a material violation of written Company
policies concerning compliance with the federal securities laws or NASD listing
requirements or which is otherwise reasonably determined by the Board not to be
curable, the Board shall provide not less than one (1) written warning of the
conduct or alleged conduct which does or may constitute violation of the
policies referred to in such subsection, and shall provide Executive with
reasonable opportunity to cure such violations or come into compliance with such
policies.

            "Confidential Information" means information that is not generally
known to the public and that is used, developed or obtained by the Company or
any of its Subsidiaries in connection with the Subject Business, including, but
not limited to, (i) information, observations, procedures and data obtained by
the Executive while employed by the Company (including those obtained prior to
the date of this Agreement) concerning the business or affairs of the Company or
any of its Subsidiaries, (ii) products or services, (iii) costs and pricing
structures, (iv) analyses, (v) drawings, photographs and reports, (vi) computer
software, including operating systems, applications and program listings, (vii)
flow charts, manuals and documentation, (viii) data bases, (ix) accounting and
business methods, (x) inventions, devices, new developments, methods and
processes, whether patentable or unpatentable and whether or not reduced to
practice, (xi) customers and customer lists, (xii) other copyrightable works,
(xiii) all production methods, processes, technology and trade secrets, and
(xiv) all similar and related information in whatever form. Confidential
Information will not include any information that has been published in a form
generally available to the public prior to the date the Executive proposes to
disclose or use such information. Confidential Information will not be deemed to
have been published merely because individual portions of the information have
been separately published,

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but only if all material features comprising such information have been
published in combination.

            "Disability" shall mean the physical or mental inability of the
Executive (i) to substantially perform all of his duties under this Agreement
for a period of 90 consecutive days or longer or for any 90 days in any period
of 365 consecutive days, or (ii) that, in the opinion of a physician selected by
the Board (excluding the Executive if the Executive is a member of the Board at
such time) is likely to prevent the Executive from substantially performing all
of his duties under this Agreement for more than 90 days in any period of 365
consecutive days.

            "Subsidiary" of the Company means and includes (i) any corporation
more than 50% of whose stock of any class or classes having by the terms thereof
ordinary voting power to elect a majority of the directors of such corporation
(irrespective of whether or not at the time stock of any class or classes of
such corporation shall have or might have voting power by reason of the
happening of any contingency) is at the time owned by the Company or indirectly
through Subsidiaries and (ii) any partnership, association, joint venture or
other entity (other than a corporation) in which the Company directly or
indirectly through Subsidiaries, has more than a 50% equity interest at the
time.

            "Work Product" shall mean all inventions, innovations, improvements,
technical information, systems, software developments, methods, designs,
analyses, drawings, reports, service marks, trademarks, tradenames, logos and
all similar or related information (whether patentable or unpatentable) which
relates to the Company's or any of its Subsidiaries' actual or anticipated
business, research and development or existing or future products or services
and which are conceived, developed or made by the Executive in connection with
or relating to (whether or not during usual business hours and whether or not
alone or in conjunction with any other Person) the Executive's position and
duties while employed by the Company (including those conceived, developed or
made prior to the date of this Agreement) together with all patent applications,
letters patent, trademark, tradename and service mark applications or
registrations, copyrights and reissues thereof that may be granted for or upon
any of the foregoing.

            SECTION 14. GENERAL PROVISIONS.

            (a) Severability. It is the desire and intent of the Parties hereto
that the provisions of this Agreement be enforced to the fullest extent
permissible under the laws and public policies applied in each jurisdiction in
which enforcement is sought. Accordingly, if any particular provision of this
Agreement shall be adjudicated by a court of competent jurisdiction to be
invalid, prohibited or unenforceable for any reason, such provision, as to such
jurisdiction, shall be ineffective, without invalidating the remaining
provisions of this Agreement or affecting the validity or enforceability of this
Agreement or affecting the validity or enforceability of such provision in any
other jurisdiction. Notwithstanding the foregoing, if such provision could be
more narrowly drawn so as not to be invalid, prohibited or unenforceable in such
jurisdiction, it shall, as to such jurisdiction, be so narrowly drawn, without
invalidating the remaining provisions of this Agreement or affecting the
validity or enforceability of such provision in any other jurisdiction.


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            (b) Notices. All notices, requests, demands, claims and other
communications hereunder shall be in writing and sufficient if (i) delivered
personally, (ii) delivered by certified United States Post Office mail, return
receipt requested, (iii) telecopied or (iv) sent to the recipient by a
nationally-recognized overnight courier service (charges prepaid) and addressed
to the intended recipient as set forth below:

            If to the Executive, to:

                     Hugh Davis
                     15 Valley Road

                     Westport, Connecticut 06881

            If to the Company, to:

                     Greenfield Online, Inc.
                     21 River Road
                     Wilton, Connecticut  06897
                     Attention:  General Counsel
                     Telecopier:  (203) 846-5749

            with copies to:

                     Wake, See, Dimes & Bryniczka
                     27 Imperial Avenue
                     P.O. Box 777
                     Westport, CT  06881
                     Attention:  Jacob P. Bryniczka
                     Telecopier: (203) 226-1641

or such other address as the recipient party to whom notice is to be given may
have furnished to the other party in writing in accordance herewith. Any such
communication shall deemed to have been delivered and received (a) in the case
of personal delivery, on the date of such delivery, (b) in the case of delivery
by mail, on the third Business Day following such mailing, (c) if telecopied, on
the date telecopied, and (d) in the case of delivery by nationally-recognized,
overnight courier, on the Business Day following dispatch.

            (c) Entire Agreement. This Agreement and the documents expressly
referred to herein embody the complete agreement and understanding among the
parties and supersede and preempt any prior understandings, agreements or
representations by or among the parties, written or oral, which may have related
to the subject matter hereof in any way, including without limitation the Prior
Employment Agreement.

            (d) Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original and all of which
together shall constitute one and the same instrument.

            (e) Successors and Assigns. Except as otherwise provided herein,
this Agreement shall bind and inure to the benefit of and be enforceable by the
Executive and the

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Company and their respective successors, assigns, heirs, representatives and
estate, as the case may be; provided, however, that the obligations of the
Executive under this Agreement shall not be assigned without the prior written
consent of the Company.

            (f) Amendment and Waiver. The provisions of this Agreement may be
amended and waived only with the prior written consent of the Company and the
Executive, and no course of conduct or failure or delay in enforcing the
provisions of this Agreement shall affect the validity, binding effect or
enforceability of this Agreement or any provision hereof.

            (g) Governing Law. This Agreement shall be governed by and construed
in accordance with the domestic laws of the State of Connecticut without giving
effect to any choice or conflict of law provision or rule that would cause the
application of the laws of any jurisdiction other than the State of Connecticut.

            (h) Descriptive Headings; Nouns and Pronouns. Descriptive headings
are for convenience only and shall not control or affect the meaning or
construction of any provision of this Agreement. Whenever the context may
require, any pronouns used herein shall include the corresponding masculine,
feminine or neuter forms, and the singular form of nouns and pronouns shall
include the plural and vice-versa.

            (i) Waiver of Jury Trial. EACH OF THE PARTIES HERETO HEREBY
IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR
COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT.

            (j) Effective Date. This Agreement shall be effective as of the date
first above written (the "Effective Date").

                                    * * * * *


                                      -11-
<PAGE>
            IN WITNESS WHEREOF, the parties hereto have executed this Amended
and Restated Employment Agreement as of the date first written above.

                                          GREENFIELD ONLINE, INC.


                                          By:___________________________________
                                             Name:
                                             Title:


                                          EXECUTIVE


                                          ______________________________________
                                                       Hugh Davis


                                          Approved by the Compensation Committee
                                          of the Board of Directors


                                          By ___________________________________
                                             Joel R. Mesznik, its Chairman



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