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<FILENAME>y95710a1exv10w20.txt

<DESCRIPTION>ACCOUNTS RECEIVABLE FINANCING AGREEMENT

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                     ACCOUNTS RECEIVABLE FINANCING AGREEMENT





      This ACCOUNTS RECEIVABLE FINANCING AGREEMENT is entered into this 9th day

of August, 2001 by and between SILICON VALLEY BANK, a California-chartered bank,

with its principal place of business at 3003 Tasman Drive, Santa Clara,

California 95054 and with a loan production office located at One Newton

Executive Park, Suite 200, 2221 Washington Street, Newton, Massachusetts 02462,

doing business under the name "Silicon Valley East" (FAX 617-969-5965) ("Bank")

and GREENFIELD ONLINE, INC., a Delaware corporation with its principal place of

business at 21 River Road, Wilton, Connecticut 06897 (FAX 203-838-8686)

("Borrower") and provides the terms on which Bank shall lend to Borrower and

Borrower shall repay Bank. The parties agree as follows:



1.    DEFINITIONS.  In this Agreement:



      "ACCOUNTS" are all existing and later arising accounts, contract rights,

and other obligations owed Borrower in connection with its sale or lease of

goods (including licensing software and other technology) or provision of

services, all credit insurance, guaranties, other security and all merchandise

returned or reclaimed by Borrower and Borrower's Books relating to any of the

foregoing.



      "ACCOUNT BALANCE" is the aggregate outstanding Advances made hereunder.



      "ACCOUNT DEBTOR" is as defined in the Code and shall include, without

limitation, any person liable on any Financed Receivable, such as, a guarantor

of the Financed Receivable and any issuer of a letter of credit or banker's

acceptance.



      "ADJUSTED QUICK RATIO" is the ratio of Quick Assets to Current Liabilities

minus Deferred Revenue.



      "ADJUSTMENTS" are all discounts, allowances, returns, disputes,

counterclaims, offsets, defenses, rights of recoupment, rights of return,

warranty claims, or short payments, asserted by or on behalf of any Account

Debtor for any Financed Receivable.



      "ADVANCE" is defined in Section 2.2.



      "ADVANCE RATE" is eighty percent (80.0%), net of any offsets related to

each specific Account Debtor, or such other percentage as Bank establishes under

Section 2.2; provided however, if the Borrower is unable to maintain a Adjusted

Quick Ratio of at least 1.25 to 1.0, then the Advance Rate will be 80% net of

Deferred Revenue and offsets related to each specific Account Debtor.



      "APPLICABLE RATE" is a per annum rate equal to the "Prime Rate" plus one

and three-quarters percent (1.75%).



      "BORROWER'S BOOKS" are all Borrower's books and records including ledgers,

records regarding Borrower's assets or liabilities, the Collateral, business

operations or financial condition and all computer programs or discs or any

equipment containing the information.



      "CODE" is the Uniform Commercial Code as adopted by The Commonwealth

of Massachusetts  (presently, Mass. Gen. Laws, Ch. 106), as may be amended

and in effect from time to time.



      "COLLATERAL" is attached as EXHIBIT "A".



      "COLLATERAL HANDLING FEE" is defined in Section 3.4.



      "COLLECTIONS" are all funds received by Bank from or on behalf of an

Account Debtor for Financed Receivables.

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      "COMPLIANCE CERTIFICATE" is attached as EXHIBIT "B".



      "CONTINGENT OBLIGATION" is, for any Person, any direct or indirect

liability, contingent or not, of that Person for (i) any indebtedness, lease,

dividend, letter of credit or other obligation of another such as an obligation

directly or indirectly guaranteed, endorsed, co-made, discounted or sold with

recourse by that Person, or for which that Person is directly or indirectly

liable; (ii) any obligations for undrawn letters of credit for the account of

that Person; and (iii) all obligations from any interest rate, currency or

commodity swap agreement, interest rate cap or collar agreement, or other

agreement or arrangement designated to protect a Person against fluctuation in

interest rates, currency exchange rates or commodity prices; but "Contingent

Obligation" does not include endorsements in the ordinary course of business.

The amount of a Contingent Obligation is the stated or determined amount of the

primary obligation for which the Contingent Obligation is made or, if not

determinable, the maximum reasonably anticipated liability for it determined by

the Person in good faith; but the amount may not exceed the maximum of the

obligations under the guarantee or other support arrangement.



      "CURRENT LIABILITIES" are the aggregate amount of Borrower's Total

Liabilities which mature within one (1) year.



      "DEFERRED REVENUE" is all amounts received in advance of performance under

contracts and not yet recognized as revenue.



      "EARLY TERMINATION FEE" is defined in Section 4.3.



      "EBITDA" means earnings before interest, taxes, depreciation and

amortization in accordance with GAAP.



      "EVENT OF DEFAULT" is defined in Section 9.



      "FACILITY" is an extension of credit by Bank to Borrower in order to

finance Receivables with an aggregate Account Balance not exceeding the Facility

Amount.



      "FACILITY AMOUNT" is Four Million Dollars ($4,000,000.00).



      "FACILITY FEE" is defined in Section 3.3.



      "FACILITY PERIOD" is the period beginning on this date and continuing

until one year from the date of this Agreement, unless the period is terminated

sooner by Bank with notice to Borrower or by Borrower pursuant to Section 4.3.



      "FINANCE CHARGES" is defined in Section 3.2.



      "FINANCED RECEIVABLES" are all those accounts, receivables, chattel paper,

instruments, contract rights, documents, general intangibles, letters of credit,

drafts, bankers acceptances, and rights to payment, and all proceeds, including

their proceeds (collectively "receivables"), which Bank finances and make an

Advance. A Financed Receivable stops being a Financed Receivable (but remains

Collateral) when the Advance made for the Financed Receivable has been finally

paid.



      "FINANCED RECEIVABLE BALANCE" is the total outstanding amount, at any

time, of all Financed Receivables.



      "GAAP" is generally accepted accounting principles as adopted by the

Financial Accounting Standards Board.



      "GOOD FAITH DEPOSIT" is described in Section 3.8.

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      "INDEBTEDNESS" is (a) indebtedness for borrowed money or the deferred

price of property or services, such as reimbursement and other obligations for

surety bonds and letters of credit, (b) obligations evidenced by notes, bonds,

debentures or similar instruments, (c) capital lease obligations and (d)

Contingent Obligations.

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