<PAGE>

     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 16, 2000

                                                      REGISTRATION NO. 333-
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                            ------------------------
                                    FORM S-1
            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                            ------------------------
                            GREENFIELD ONLINE, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

<TABLE>
<S>                                       <C>                                       <C>
                DELAWARE                                    8732                                  91-061440369
    (STATE OR OTHER JURISDICTION OF             (PRIMARY STANDARD INDUSTRIAL                     (IRS EMPLOYER
     INCORPORATION OR ORGANIZATION)             CLASSIFICATION CODE NUMBER)                   IDENTIFICATION NO.)
</TABLE>

                            ------------------------

                            15 RIVER ROAD, SUITE 310
                                WILTON, CT 06897
                                 (203) 834-8585
   (ADDRESS, INCLUDING ZIP CODE AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
                    REGISTRANT'S PRINCIPAL EXECUTIVE OFFICE)
                            ------------------------

                                  RUDY NADILO
                CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER
                            GREENFIELD ONLINE, INC.
                            15 RIVER ROAD, SUITE 310
                                WILTON, CT 06897
                                 (203) 834-8585
(NAME, ADDRESS, INCLUDING ZIP CODE AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
                               AGENT FOR SERVICE)
                            ------------------------

                        Copies of all communications to:

<TABLE>
<S>                                       <C>                                       <C>
           G. SCOTT GREENBURG                        JONATHAN A. FLATOW                         MARC M. ROSSELL
           JAMIE D. PEDERSEN                 VICE PRESIDENT AND GENERAL COUNSEL               SHEARMAN & STERLING
             MAJA D. CHAFFE                       GREENFIELD ONLINE, INC.                     599 LEXINGTON AVENUE
       PRESTON GATES & ELLIS LLP                 15 RIVER ROAD, SUITE 310                      NEW YORK, NY 10022
     701 FIFTH AVENUE, SUITE 5000                     WILTON, CT 06897                          (212) 848-4000
           SEATTLE, WA 98104                          (203) 834-8585
            (206) 623-7580
</TABLE>

                            ------------------------

    APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement as the
underwriters shall determine.

    If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box: / /

    If any of the Securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act,
check the following box: / /

    If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering: / /

    If this Form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering: / /

    If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box: / /
                            ------------------------

                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
                                                                    PROPOSED             PROPOSED
             TITLE OF SECURITIES                AMOUNT TO BE    MAXIMUM OFFERING    MAXIMUM AGGREGATE         AMOUNT OF
              TO BE REGISTERED                   REGISTERED     PRICE PER UNIT(1)   OFFERING PRICE(1)      REGISTRATION FEE
<S>                                             <C>             <C>                 <C>                  <C>
Common stock, $0.001
par value per share..........................                   $                      $86,250,000             $22,770
</TABLE>

(1) Estimated solely for the purpose of calculating the registration fee
    pursuant to Rule 457(o) under the Securities Act of 1933.
                            ------------------------

    THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------


<PAGE>
The information in this prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.

                  SUBJECT TO COMPLETION, DATED MARCH 16, 2000

                                              Shares


                                    [LOGO]

                                  Common Stock

                               ------------------

     Prior to this offering, there has been no public market for our common
stock. The initial public offering price of the common stock is expected to be
between $     and $     per share. We have applied to list our common stock on
The Nasdaq Stock Market's National Market under the symbol "GFOL."

     The underwriters have an option to purchase a maximum of
additional shares to cover over-allotments of shares.

     INVESTING IN OUR COMMON STOCK INVOLVES RISKS. SEE "RISK FACTORS" ON
PAGE 6.

<TABLE>
<CAPTION>
                                                                               UNDERWRITING
                                                              PRICE TO         DISCOUNTS AND       PROCEEDS TO
                                                               PUBLIC           COMMISSIONS     GREENFIELD ONLINE
                                                          -----------------  -----------------  -----------------
<S>                                                       <C>                <C>                <C>
Per share...............................................          $                  $                  $
Total...................................................  $                  $                  $
</TABLE>

     Delivery of the shares of common stock will be made on or about
  , 2000.

     Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.

CREDIT SUISSE FIRST BOSTON
                                 BEAR, STEARNS & CO. INC.

                                                    DONALDSON, LUFKIN & JENRETTE

             The date of this prospectus is                 , 2000.


<PAGE>
                               ------------------

                               TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                 PAGE
                                                 -----
<S>                                              <C>
PROSPECTUS SUMMARY............................       1
RISK FACTORS..................................       6
CAUTIONARY NOTE REGARDING FORWARD-
  LOOKING STATEMENTS..........................      17
USE OF PROCEEDS...............................      18
DIVIDEND POLICY...............................      18
CAPITALIZATION................................      19
DILUTION......................................      21
SELECTED FINANCIAL DATA.......................      22
MANAGEMENT'S DISCUSSION AND
  ANALYSIS OF FINANCIAL CONDITION
  AND RESULTS OF OPERATIONS...................      24
BUSINESS......................................      34
MANAGEMENT....................................      48

<CAPTION>
                                                 PAGE
                                                 -----
<S>                                              <C>

CERTAIN RELATIONSHIPS AND RELATED
  TRANSACTIONS................................      57
PRINCIPAL SHAREHOLDERS........................      59
DESCRIPTION OF CAPITAL STOCK..................      61
CERTAIN U.S. FEDERAL TAX CONSEQUENCES
  FOR NON-U.S. INVESTORS......................      63
SHARES ELIGIBLE FOR FUTURE SALE...............      66
UNDERWRITING..................................      68
NOTICE TO CANADIAN RESIDENTS..................      70
LEGAL MATTERS.................................      71
EXPERTS.......................................      71
WHERE YOU CAN FIND MORE
  INFORMATION.................................      71
INDEX TO FINANCIAL STATEMENTS.................     F-1
</TABLE>

                               ------------------

     YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS DOCUMENT OR TO
WHICH WE HAVE REFERRED YOU. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH
INFORMATION THAT IS DIFFERENT. THIS DOCUMENT MAY ONLY BE USED WHERE IT IS LEGAL
TO SELL THESE SECURITIES. THE INFORMATION IN THIS DOCUMENT MAY ONLY BE ACCURATE
ON THE DATE OF THIS DOCUMENT.

                     DEALER PROSPECTUS DELIVERY OBLIGATION

     UNTIL         , 2000, 25 DAYS AFTER THE COMMENCEMENT OF THE OFFERING, ALL
DEALERS THAT EFFECT TRANSACTIONS IN THESE SECURITIES, WHETHER OR NOT
PARTICIPATING IN THIS OFFERING, MAY BE REQUIRED TO DELIVER A PROSPECTUS. THIS IS
IN ADDITION TO THE DEALER'S OBLIGATION TO DELIVER A PROSPECTUS WHEN ACTING AS AN
UNDERWRITER AND WITH RESPECT TO UNSOLD ALLOTMENTS OR SUBSCRIPTIONS.

                                       i

<PAGE>
                               PROSPECTUS SUMMARY

     This summary highlights information contained elsewhere in this prospectus.
This summary is not complete and does not contain all of the information that
you should consider before investing in our common stock. You should read the
entire prospectus carefully, including our financial statements and the risks of
investing in our common stock discussed under "Risk Factors" before making an
investment decision.

                            GREENFIELD ONLINE, INC.

OUR BUSINESS

     We are a pioneer and leading provider of marketing research using the
Internet. Businesses use marketing research to decide which products and
services to offer, as well as how to advertise, promote and distribute them.
Marketing researchers gather feedback from consumers using survey methods and
compile and interpret the data to deliver marketing information to clients. We
believe we produce faster, better and richer research than available using
offline survey methods through a combination of our 100% Internet-enabled
proprietary technology, high-quality online respondent panels and experienced
marketing research professionals. We believe the Internet is becoming the
dominant means for performing marketing research and that we are well positioned
to lead the transition to the Internet.

OUR OPPORTUNITY

     According to the European Society of Opinion and Marketing Research, an
independent trade association, approximately $13.4 billion was spent on
marketing research worldwide in 1998, the majority of which was offline
research. Although offline marketing research companies have attempted to
automate some research processes, offline methods remain, for the most part,
inefficient and expensive.

     We believe the Internet is fundamentally changing the marketing research
industry and that online marketing research will account for an increasing
percentage of overall marketing research spending. By using Internet-focused
technologies, marketing researchers can more rapidly access, collect and process
larger amounts of data than possible using offline methods. As more people use
the Internet, marketing researchers are increasingly able to survey a very
broad, diverse population. International Data Corporation, an information
technology data and analysis company, estimates that the number of worldwide
Internet users is expected to grow from 196 million in 1999 to 502 million by
the end of 2003. By effectively surveying this large pool of Internet users, we
believe that online marketing research can provide faster, better and richer
research for our clients.

OUR ADVANTAGE

     Internet-focused technology. We are a 100% Internet-enabled company. We
developed our proprietary Web Research Engine to harness the power of the
Internet to provide marketing research to our clients. Our Web Research Engine
consists of integrated technologies that seamlessly interface with our clients,
our experienced researchers and our online panels. Our Web Research Engine
allows large numbers of surveys to be created, gathered and processed
efficiently. The key components of our Web Research Engine are:

     o Survey Wizard: Our Survey Wizard software allows us to create and execute
       complex, Web-enabled surveys that can incorporate sophisticated
       multimedia. This technology automates the coding of questions and
       generates Web-ready surveys from common desktop software.

     o NetTap: Our NetTap technology is comprised of a proprietary set of
       database tools that interface with our Survey Wizard software allowing us
       to select targeted respondents from our online panels, launch surveys and
       capture data.

     o QuickTake: Our proprietary QuickTake software allows users to design,
       create and launch short surveys over the Internet. Through QuickTake.com,
       our clients can conduct their own surveys among

                                       1
<PAGE>
       online audiences from the Web or from their own lists or databases.
       Clients can view and tabulate results in real time.

     High-quality online panels. Since 1995, we have used our proprietary
NetReach Internet recruiting techniques to recruit and register over 500,000
respondents, residing in households containing approximately 1.6 million
individuals and about whom we have collected as many as 70 fields of demographic
and lifestyle information. Using our Web Research Engine, we can use this
information to target very specific segments of our online panels to meet our
clients' marketing research needs.

     Experienced researchers. Our products and services are designed, sold and
delivered by experienced marketing research professionals. We believe our
researchers deliver quality data to our clients by effectively using their
knowledge of marketing research principles, our Web-based technology and our
online panels.

OUR PRODUCTS AND SERVICES

     Using our Internet-based technology and high-quality online panels, we
offer marketing research designed to meet our clients' diverse needs. Our
products and services range from highly customized research projects that
require a significant investment of resources to quickly accessible
off-the-shelf and self-directed research. We offer:

     o Custom research--full-service quantitative and qualitative research
       tailored to our clients' specific research needs;

     o Syndicated research--research and data compiled and packaged for
       off-the-shelf or subscription sales to multiple clients; and

     o Self-directed research--easy-to-use short online surveys that our clients
       can create on their own using our proprietary software.

     Since 1995, we have completed marketing research projects for over 350
clients. Our diverse client base includes traditional marketing-intensive
companies in industries such as consumer packaged goods, consumer services,
healthcare/pharmaceuticals, advertising and research and consulting, as well as
new Internet-related and technology companies.

OUR STRATEGY

     We have developed a strategy to be the largest and most recognized supplier
of marketing research worldwide, as measured by market share, product quality,
geographic coverage and strength of brand name. We intend to:

     o expand the online research market by converting present users of offline
       marketing research, increasing sales to current clients and attracting
       new clients with new products and services;

     o build and maintain our high-quality online research panels;

     o develop and enhance our scalable, proprietary Internet technology;

     o attract and retain experienced marketing research professionals; and

     o increase our brand awareness.

WHERE TO FIND US

     Our principal executive offices are located at 15 River Road, Suite 310,
Wilton, CT 06897. Our telephone number at that address is (203) 834-8585. Our
principal website address is www.greenfield.com. The information contained on
our websites does not constitute part of this prospectus.

                                       2
<PAGE>
OTHER INFORMATION

     We were founded in 1994 as a business unit of Greenfield Consulting Group,
Inc. We were incorporated in Connecticut in 1995 under the name Greenfield
Online Research Center, Inc. We changed our name to Greenfield Online, Inc. in
1997 and moved our state of incorporation to Delaware in February 2000.
References in this prospectus to "Greenfield Online," "we," "our company" and
"us" refer to Greenfield Online, Inc.

     The names Greenfield(R) and Greenfield Online(TM) are owned by Greenfield
Consulting Group, LLC, an affiliated company that holds a minority interest in
us. Greenfield Consulting Group holds a United States trademark registration for
the mark Greenfield and has filed for trademark registration of the mark
Greenfield Online. We have a right to use the Greenfield Online trademark and
the continuing right to use the name Greenfield in connection with our use of
the name Greenfield in our domain name www.greenfield.com. This prospectus also
includes other trademarks, trade names and service marks of Greenfield Online
and of other parties. All other trademarks, trade names or service marks used in
this prospectus are the property of their respective owners. We currently hold
United States trademark registrations for the marks Research Revolution(R),
NetReach(R) and FieldSource(R) and have filed in the United States for
registration of the marks NetTap(TM), Survey Wizard(TM), QuickTake(TM),
QuickTake.com(TM), FocusChat(TM), MindStorm(TM) and Digital Consumer(TM).

                                       3

<PAGE>
                                  THE OFFERING

<TABLE>
<S>                                                       <C>
Common stock offered....................................             shares

Common stock to be outstanding after
  this offering.........................................             shares, excluding 2,857,850 shares issuable
                                                          upon exercise of outstanding options at a weighted average
                                                          exercise price of $1.02 per share and 2,045,200 shares
                                                          available for future issuance under our 1999 Stock
                                                          Option Plan, 150,000 shares available for future
                                                          issuance under our 2000 Directors Stock Option Plan and
                                                          200,000 shares available for future issuance under our
                                                          2000 Employee Stock Purchase Plan.

Use of proceeds.........................................  To repay outstanding corporate debt and for general
                                                          corporate purposes and working capital.

Proposed Nasdaq National Market symbol..................  GFOL
</TABLE>

     Unless otherwise indicated, all information contained in this prospectus
gives effect to a 2-for-1 stock split, which took place in March 2000, and
assumes:

     o no exercise of outstanding options or warrants, except for the assumed
       exercise of warrants to purchase 307,668 shares of our common stock that
       are currently exercisable;

     o the conversion of all authorized and outstanding class A common stock and
       class B common stock into a single class of common stock on a 1-for-1
       basis to be effective upon the completion of this offering;

     o the filing of our restated certificate of incorporation; and

     o no exercise of the underwriters' over-allotment option.

                                       4
<PAGE>
                             SUMMARY FINANCIAL DATA

     You should read the following summary financial data together with
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and our financial statements and the related notes included
elsewhere in this prospectus. The following table summarizes our statement of
operations data for each of the years ended December 31,1997 and 1998 and for
the periods from January 1, 1999 through May 16, 1999 and from May 17, 1999
through December 31, 1999, our unaudited pro forma statement of operations data
for the full year ended December 31, 1999 and our balance sheet data as of
December 31, 1997, 1998 and 1999.

     As a result of a management buyout effected on May 17, 1999, a change in
control of our company occurred and a new reporting entity was organized. For
purposes of presentation and disclosure, we refer to ourselves as the
predecessor as of and for all periods up to the point of the management buyout
and as the successor as of and for all periods thereafter. Because the financial
statements of the successor are not directly comparable to those of the
predecessor, a dark bar has been inserted in the accompanying table to clearly
separate the financial position and the results of operation before and after
the change of control.

     As a result of the management buyout, the statement of operations data
below includes two periods for 1999. The summarized financial data below also
include unaudited pro forma statement of operations data for the full year ended
December 31, 1999. The unaudited pro forma statement of operations data for the
year ended December 31, 1999 gives effect to the management buyout as if it had
occurred on January 1, 1999. The historical results below are not necessarily
indicative of future results. Amounts included below are in thousands, except
per share data.

<TABLE>
<CAPTION>
                                                    PREDECESSOR
                                         ----------------------------------
                                                                                             SUCCESSOR
                                             YEAR ENDED                        --------------------------------------
                                            DECEMBER 31,       JANUARY 1          MAY 17              PRO FORMA
                                         ------------------     THROUGH           THROUGH            YEAR ENDED
                                          1997       1998      MAY 16, 1999    DECEMBER 31, 1999    DECEMBER 31, 1999
                                         -------    -------    ------------    -----------------    -----------------
STATEMENT OF OPERATIONS DATA:
<S>                                      <C>        <C>        <C>             <C>                  <C>
Revenues..............................   $ 1,203    $ 2,791      $  1,734          $   5,558            $   7,291
Cost of revenues......................       521      1,251           702              2,517                3,219
                                         -------    -------      --------          ---------            ---------
Gross profit..........................       682      1,540         1,032              3,041                4,072
Total operating expenses..............     1,582      3,870         5,613             16,753               28,295
                                         -------    -------      --------          ---------            ---------
Operating loss........................      (900)    (2,330)       (4,581)           (13,712)             (24,223)
Net loss..............................   $  (916)   $(2,445)     $ (4,631)         $ (13,789)           $ (24,819)
                                         -------    -------      --------          ---------            ---------
                                         -------    -------      --------          ---------            ---------
Basic and diluted net loss per share..   $ (0.02)   $ (0.05)     $  (0.10)         $   (0.56)           $   (1.01)
                                         -------    -------      --------          ---------            ---------
                                         -------    -------      --------          ---------            ---------
Weighted average shares
  outstanding--basic and diluted......    45,000     45,000        45,000             24,707               24,563
                                         -------    -------      --------          ---------            ---------
                                         -------    -------      --------          ---------            ---------
</TABLE>

<TABLE>
<CAPTION>
                                                                               PREDECESSOR
                                                                            ------------------
                                                                                YEAR ENDED         SUCCESSOR
                                                                               DECEMBER 31,       ------------
                                                                            ------------------    DECEMBER 31,
                                                                             1997       1998         1999
                                                                            -------    -------    ------------
BALANCE SHEET DATA:
<S>                                                                         <C>        <C>        <C>
Cash and cash equivalents................................................   $   148    $   114      $  1,709
Working capital (deficiency).............................................    (1,650)    (4,452)       (1,200)
Total assets.............................................................       809      1,692        23,353
Long-term liabilities....................................................        --         90        17,360
Total stockholders' equity (deficit).....................................   $(1,298)   $(3,743)     $    323
</TABLE>

                                       5

<PAGE>
                                  RISK FACTORS

     An investment in our common stock involves a high degree of risk. You
should carefully consider the risks described below before making a decision to
buy our common stock. If any of the following risks occurs, our business may be
harmed. In that case, the trading price of our common stock could decline and
you may lose all or part of your investment. You should also carefully consider
the other information in this prospectus, including our financial statements and
the related notes, before deciding to purchase shares of our common stock.

RISKS RELATED TO OUR BUSINESS

WE HAVE INCURRED SIGNIFICANT NET LOSSES SINCE OUR INCEPTION AND EXPECT TO
CONTINUE TO INCUR NET LOSSES FOR THE FORESEEABLE FUTURE.

     We incurred net losses of $18.4 million in the year ended December 31,
1999. As of December 31, 1999, our stockholders' equity was $322,715. Given the
level of our planned operating expenditures, including costs associated with the
maintenance of our technology infrastructure, we expect to continue to incur
significant losses for the foreseeable future.

     If our revenues grow at a slower rate than we anticipate, or if our
spending levels exceed our expectations or cannot be adjusted to reflect slower
revenue growth, we may not be able to achieve profitability. Even if we achieve
profitability in the future, we may be unable to sustain or increase
profitability on a quarterly or annual basis.

IF WE ARE UNABLE TO MAINTAIN THE SIZE OR DEMOGRAPHIC COMPOSITION OF OUR INTERNET
PANELS, OUR BUSINESS MAY SUFFER.

     The commercial viability of our marketing research data, and our overall
business, depends on our ability to attract active online panelists and to
ensure that panel composition is maintained to accommodate a broad variety of
marketing research requests. There is currently no historical benchmark by which
to predict the optimal size of our online research panels so as to ensure high
response rates and maximum revenue generation per panelist. If we are unable to
accurately determine that optimal size and build appropriately sized panels, our
current panelists may become overused. As a result, our panelists may become
unresponsive to our requests to participate in research projects. If we fail to
regenerate our online panels with new and active panelists on a regular basis,
our business may suffer.

     Our online panelists are not obligated to participate in our surveys, and
there can be no assurance that they will do so. Our ability to retain or
increase the number of online panelists or increase revenues may be harmed if:

     o our panelists respond less frequently to our surveys or stop responding
       altogether due to excessive requests for participation from us and other
       researchers; or

     o our panelists become dissatisfied with the forms of participation
       incentives we provide.

     If the number of panelists in any of our online panels decreases
significantly or the demographic composition of any of our online panels
narrows, our ability to provide our clients with accurate and statistically
valid information could suffer. This risk is likely to increase as our business
expands and as more demographically diverse surveys are requested by our
clients.

     Additionally, in the past, the responsiveness of our online panels has been
variable and a function of the length of the surveys to be completed and the
incentives offered to participants. The incentives we offer panelists to join
our online panels and participate in surveys generally consist of cash
incentives or the opportunity to enter into a drawing for prizes. If we are
required to increase incentives or undertake more costly campaigns to recruit
additional panelists or retain our current panelists, our operating expenses may
increase and our business could be harmed.

                                       6
<PAGE>
FLUCTUATIONS IN OUR OPERATING RESULTS MAY CAUSE OUR STOCK PRICE TO DECLINE.

     In the past, our operating results fluctuated significantly from quarter to
quarter and are expected to continue to do so in the future. Factors outside of
our control that have caused our operating results to fluctuate in the past and
that may affect us in the future, include:

     o fluctuations in general economic conditions;

     o fluctuations in the marketing research budgets of our clients;

     o development of products and services by our competitors;

     o technical difficulties or system downtime affecting the Internet
       generally;

     o demand for marketing research products and services generally; and

     o seasonal fluctuations resulting from decreases in requests for marketing
       research services during the summer and year-end vacation and holiday
       periods.

     Factors within our control that have caused our operating results to
fluctuate in the past and that may affect us in the future, include:

     o our ability to increase the size and diversity of our online panels for
       use in developing new products and services;

     o our ability to develop products and services;

     o technical difficulties or downtime of individual components of our
       computer systems; and

     o our ability to deliver projects to our clients in a timely fashion.

     The factors listed above may affect both our quarter-to-quarter operating
results as well as our long-term success. Given the fluctuations in our
operating results, you should not rely on quarter-to-quarter comparisons of our
results of operations as an indication of our future performance or to determine
any trend in our performance.

IF THE MARKETPLACE DOES NOT ACCEPT INTERNET-BASED MARKETING RESEARCH, OUR GROWTH
WILL BE ADVERSELY AFFECTED.

     The success of our business depends on our ability to develop and market
Internet-based products and services that achieve broad market acceptance by our
potential clients and on continued acceptance of our products and services by
our current clients. These clients must accept the Internet as a medium for
conducting marketing research and have confidence in the results derived from
Internet-based marketing research.

     Because online marketing research is based on the electronic exchange of
information and opinions, it can only be conducted among people who own or have
access to computers and the Internet. As a result, Internet-based marketing
research methodologies presently cannot draw a statistically relevant sample of
the general population. When we first began conducting our marketing research in
1995, many potential clients were hesitant to use our services because of
concerns that any marketing research results obtained over the Internet were
inherently biased toward the views, experiences and attitudes of an
unrepresentative group of persons. If our potential clients do not accept our
Internet-based methodologies as reliable and unbiased, or our current clients do
not continue to have confidence in the reliability of these methodologies, our
revenues may not meet expectations or may decline and our business could be
harmed.

IF WE EXPERIENCE PROBLEMS TRANSFERRING TO OUR NEW ACCOUNTING SYSTEM, OUR
EXISTING ACCOUNTING SYSTEM MAY NOT BE ABLE TO MEET OUR PROJECTED GROWTH
REQUIREMENTS.

     We are currently in the process of implementing a new accounting system
that includes an integrated suite of general ledger, accounts receivable,
accounts payable, fixed assets and project management software and related
hardware. We expect to transition our present bookkeeping functions to the new
system in the second half of fiscal 2000. If we are unable to implement this new
accounting system or if we experience

                                       7
<PAGE>
material delays in doing so, our accounting management and personnel could be
distracted and our expenses could increase to cover the added cost of personnel
to manage the existing system.

WE MAY NOT BE ABLE TO COMPETE SUCCESSFULLY WITH OTHER INTERNET AND
NON-INTERNET-BASED MARKETING RESEARCH FIRMS.

     The markets for our products and services are highly competitive. We
compete with marketing research firms offering Internet-based services, such as
Harris Interactive Inc., InsightExpress L.L.C. and The NPD Group Online
Division, as well as offline services, such as Market Facts, Inc., NFO
Worldwide, Inc. and The NPD Group, Inc. We expect to face competition in the
future from other marketing research firms that develop Internet-based products
and services or other companies with access to large databases of individuals
with whom they can communicate on the Internet. These companies may, either
alone or in alliances with other firms, penetrate the Internet-based marketing
research market.

     Many of our current and potential competitors have longer operating
histories, greater name recognition and significantly greater financial and
marketing resources than we do. These competitors may be able to undertake more
extensive marketing campaigns, adopt more aggressive pricing policies and make
more attractive offers to potential employees, strategic partners and customers.
In addition, our competitors and potential competitors may develop technologies
that are superior to ours or that achieve greater market acceptance than our
own. If we do not successfully compete with these companies, we could experience
a loss of market share or reduced levels of revenue and profitability for our
business.

OUR SUCCESS DEPENDS ON OUR ABILITY TO RETAIN THE CURRENT MEMBERS OF OUR SENIOR
MANAGEMENT TEAM AND OTHER KEY PERSONNEL.

     Our success depends on the continued services of our core senior management
team, especially Rudy Nadilo, our Chairman, President and Chief Executive
Officer. If one or more of these persons were unable or unwilling to continue in
their present position, our business would be disrupted. In March 2000, we
amended and restated our four-year employment agreement with Mr. Nadilo to make
his employment terminable only for cause. We also have entered into employment
agreements with each of our other senior managers. In each of these other
agreements, the employee is employed at will and may be terminated or may leave
at any time. Except for a key-person life insurance policy for Mr. Nadilo in the
amount of $4 million, we do not maintain key-person life insurance for any of
our other management personnel or employees.

WE MUST ATTRACT AND RETAIN MARKETING RESEARCH PROFESSIONALS AND OTHER HIGHLY
SKILLED PERSONNEL OR WE WILL BE UNABLE TO EXECUTE OUR BUSINESS STRATEGY
SUCCESSFULLY.

     Our business model is based, and our success depends, upon our ability to
attract, retain and motivate highly skilled marketing research professionals and
technical, managerial, marketing, sales and client support personnel. Because
competition to attract trained technical and marketing research personnel is
intense in our industry, we may experience difficulty attracting, integrating or
retaining the number of qualified personnel our business plan requires for
successful implementation. For example, we recently reorganized our technology
staffing structure and moved our former Chief Technology Officer to a full-time
research and development position. We have employed an interim Chief Technology
Officer, and we intend to fill this position permanently in the near future.
However, because of the scarcity of candidates with sufficient technical skills,
we may have trouble recruiting a candidate for this position. If we are delayed
in recruiting a Chief Technology Officer, or other key employees, we may be
forced to incur significant additional recruitment, compensation and relocation
expenses. If we are unable to hire and retain skilled employees in the future,
our business may suffer.

IF WE ARE UNABLE TO MANAGE AND SUPPORT OUR GROWTH EFFECTIVELY, WE MAY NOT BE
ABLE TO EXECUTE OUR BUSINESS STRATEGY SUCCESSFULLY.

     We are rapidly expanding and integrating new personnel to support our
growth, which makes it difficult to maintain our standards, controls and
procedures. Members of our senior management team will be required to devote
considerable amounts of their time to this expansion, which may reduce the time
they will have to provide management and other necessary services to us and to
research and negotiate investments in, and alliances with, companies
complementary to ours. To continue to develop our business, we must hire a

                                       8
<PAGE>
substantial number of new employees. Our employee base has grown from 2 in 1994
to 115 as of March 13, 2000. We may need to hire a significant number of
additional employees in the future. The recruiting, hiring, training and
integration of a large number of employees will place a significant strain on
our management and operational resources. To manage our growth effectively, we
must successfully develop, implement, maintain and enhance our financial and
accounting systems and controls, integrate new personnel and manage expanded
operations. If we are unable to do so, our business may suffer.

IF WE DO NOT KEEP PACE WITH RAPID TECHNOLOGICAL CHANGE AND THE INTENSE
COMPETITION OF THE MARKETING RESEARCH INDUSTRY, WE MAY BE UNABLE TO IMPLEMENT
OUR BUSINESS PLAN SUCCESSFULLY.

     The marketing research industry, particularly the online marketing research
industry, is characterized by intense competition, new product and service
developments and evolving technologies and research methodologies. The number of
Internet users is rapidly growing, and this growth intensifies these market
characteristics. To succeed, we will need to effectively develop and integrate
the various technologies and methodologies required to enhance and improve our
marketing research products and services. Any enhancements of new products or
services must meet the needs of our current and potential clients and achieve
significant market acceptance. Our success also depends on our ability to adapt
to rapidly changing Internet technologies, especially Internet infrastructure
technologies, by continually improving the performance features and reliability
of our products and services. We may experience difficulties that could delay or
prevent the successful development, introduction or marketing of new products
and services. We could also incur substantial costs if we need to modify our
services or infrastructure to adapt to these changes.

OUR NETWORK INFRASTRUCTURE MAY BE COMPROMISED OR DAMAGED, WHICH COULD HARM OUR
BUSINESS AND FINANCIAL CONDITION.

     We depend on UUNET Technologies, Inc., an off-site facility located in
Fairfax, Virginia, to cohost our primary Web-survey and panel-management
systems. We also have a secondary hosting facility at our headquarters in
Wilton, Connecticut. While we are in the process of mirroring the hosting
functions that UUNET performs for us at our headquarters, we cannot assure you
that our systems will seamlessly or adequately replicate UUNET's services in
case of technical difficulties, if at all. The successful delivery of our
services is substantially dependent on our ability and the ability of UUNET to
protect our server and network infrastructure against damage from:

     o fire;

     o earthquake;

     o hurricane;

     o power loss;

     o telecommunications failure;

     o online or physical sabotage; and

     o intentional acts of vandalism.

     Despite precautions taken by UUNET and us, the occurrence of natural
disasters or other unanticipated problems at our respective facilities could
result in interruptions in the delivery of our products and services or cause
significant damage to our server and network structure. If any of these events
occur, our business, as well as our reputation and brand name, may be harmed.

ANY FAILURE IN THE PERFORMANCE OF OUR INTERNET-BASED TECHNOLOGY INFRASTRUCTURE
OR THE INTERNET AS A WHOLE COULD HARM OUR BUSINESS AND OUR REPUTATION.

     In the past, we have experienced technical difficulties with, and downtime
of individual components of, our computer systems primarily as a result of
testing and implementing new and undeveloped software. Technical difficulties
and downtime may continue to occur from time to time in the future.
Historically, technical difficulties and downtime have had a minimal impact on
our operations and have usually been rectified within 48 hours. The impact of
technical difficulties on our systems or operations may, however, be

                                       9
<PAGE>
more severe in the future. In addition, we are wholly dependent on the Internet
for the performance of marketing research and the delivery of our services. Any
extended disruption in Internet service could disrupt our business severely. We
currently have an internal formal disaster recovery plan in effect, including
business interruption insurance. Our business interruption insurance, however,
may not adequately compensate us for any losses that may occur due to any
failures in our systems or the systems of third parties and any resulting
interruptions in our communications with our Internet panels or in our data
collection efforts. In addition, our servers and software must be able to
accommodate a high volume of traffic. Any increase in demands on our servers
beyond that which we currently anticipate will require us to expand and adapt
our network infrastructure. If we are unable to add additional software and
hardware to accommodate increased demand, unanticipated system disruptions and
slower data collection may result. If any of these events occur and our
infrastructure fails, our business and our reputation may be harmed.

LOSS OF TECHNICAL SUPPORT FROM THIRD PARTIES COULD DISRUPT OUR BUSINESS.

     We rely on third-party technology support for our infrastructure systems.
While our internal technicians design the majority of our technological
infrastructure, we often engage third-party vendors to build the architecture we
design. Technical support from third parties in the future may not continue to
be available to us on commercially reasonable terms, if at all. If this support
were to become unavailable, our business would be disrupted. The inability to
engage third parties to support the building and maintenance of the technology
important to our business would require us to obtain substitute technology that
might be of lower quality or performance standards, or might be of comparable
quality yet obtainable only at a greater cost. Our inability to outsource select
technical projects on a commercially reasonable basis could delay us from
providing our products and services to our clients, which may have a material
adverse impact on our business.

OUR INABILITY TO PROTECT OUR INTELLECTUAL PROPERTY COULD ADVERSELY AFFECT OUR
BUSINESS.

     Our ability to compete and implement our business strategy successfully
depends on our use of our proprietary technologies, trademarks and other
intellectual property, which are protected through a combination of patent,
copyright, trade secret and trademark laws. The names Greenfield and Greenfield
Online are owned by, and U.S. trademark registration for the name Greenfield is
held by, Greenfield Consulting Group, LLC, an affiliated company. Greenfield
Consulting Group also has a pending trademark application for the name
Greenfield Online. We have a fully paid right to use the Greenfield Online
trademark and the continuing right to use the name Greenfield in connection with
our use of the name in our domain name www.greenfield.com. We currently have
trademark registrations for the trademarks Research Revolution, NetReach and
FieldSource.

     We currently have patent applications pending covering our FocusChat and
MindStorm online marketing research processes and pending trademark applications
for numerous other products and services connected with our business. We also
expect to apply for additional trademarks or patents in the future. Our
trademark or patent applications may not be approved or, if approved, our
trademarks or patents could be successfully challenged by others or invalidated.
Our trademark applications may not be approved because third parties own these
trademarks. Use of these trademarks may also be restricted unless we enter into
arrangements with the third-party owners. If we do not gain approval for any of
these pending patent or trademark applications, our brand recognition and
business may suffer.

     Despite our efforts to protect our proprietary rights from unauthorized use
or disclosure, through confidentiality agreements or otherwise, parties may
attempt to disclose, obtain or use our technologies. The steps we have taken may
not prevent misappropriation of our technologies, particularly in foreign
countries where laws or law enforcement practices may not protect our
proprietary rights as fully as in the U.S.

     There can be no assurance that the steps we have taken to protect our
proprietary rights will be adequate or that third parties will not infringe or
misappropriate our copyrights, trademarks, trade secrets and similar proprietary
rights. In addition, there can be no assurance that other parties will not
assert claims of infringement of intellectual property against us. For example,
in August 1999, we were sued by Harris Interactive Inc. seeking, among other
things, to cancel our registration of the trademark, Research Revolution. If
this claim is successful, or if we are otherwise prevented from using any of our
trademarks, our brand

                                       10
<PAGE>
recognition and business may suffer. As a result, we would have to make
substantial expenditures to promote and rebuild our brand identity and loyalty
with our clients and members of our Internet panels. Although we believe that
our products and services do not infringe upon the intellectual property rights
of others and that we have all rights necessary to utilize the intellectual
property employed in our business, we may receive claims alleging infringement
of third-party intellectual property rights. Any of these claims could require
us to spend significant sums on litigation, pay damages, delay product
installments, develop non-infringing intellectual property or acquire licenses
to intellectual property that is the subject of any such infringement. Any claim
of infringement of a third party's intellectual property right could have a
material adverse effect on our business, results of operations or financial
condition.

WE MAY BE AT A COMPETITIVE DISADVANTAGE IF WE ARE UNABLE TO PROTECT OUR
PROPRIETARY RIGHTS OR IF WE INFRINGE ON THE PROPRIETARY RIGHTS OF OTHERS. ANY
RELATED LITIGATION COULD BE TIME-CONSUMING AND COSTLY.

     Proprietary rights, particularly trade secrets, copyrights and patents,
will be critical to our success and competitive position because we operate our
business through websites and rely heavily on hardware, software and Internet
technologies. The actions we take to protect our proprietary rights may be
inadequate. In addition, effective copyright and trademark protection may be
unenforceable or limited in certain countries and, due to the global nature of
the Internet, we may be unable to control the dissemination of our content and
products and the use of our services. In addition, third parties may claim that
we have violated their intellectual property rights. For example, companies have
recently brought claims against other companies regarding alleged infringement
of patent rights relating to methods of doing business over the Internet. In the
future, we may also license content from third parties, and we could receive
infringement actions based on this licensed content. To the extent that we
violate a patent or other intellectual property right of a third party, we may
be prevented from operating our business as planned and we may be required to
pay damages, to obtain a license, if available, for the use of the patent or to
use a non-infringing method to accomplish our objectives.

     Our ability to execute our business strategy will suffer if a successful
claim of infringement is brought against us and we are unable to introduce new
trademarks, develop non-infringing technology or license the infringed or
similar technology on a timely basis. Moreover, our general liability insurance
may not cover, or may not be adequate to cover, all costs incurred in the
defense of potential patent and trademark infringement claims or to indemnify us
for all liability that may be imposed.

WE DERIVED APPROXIMATELY 11% OF OUR TOTAL REVENUES FROM TWO CLIENTS IN FISCAL
1999. IF WE WERE TO LOSE, OR IF THERE WERE A MATERIAL REDUCTION IN BUSINESS
FROM, EITHER ONE OF THESE CLIENTS, OUR BUSINESS MAY SUFFER.

     In fiscal 1999, we derived approximately 7% of our total revenues from
Forrester Research, Inc. and approximately 4% of our total revenues from
Microsoft Corporation. We have a contract dated May 13, 1999, with Forrester
Research for a term of 18 months, which automatically renews unless terminated
by either party within 90 days prior to termination. We sell our marketing
research products to Microsoft under a standard purchase order. Either client
may terminate or reduce its use of our products or services at any time. The
reduction or loss in business from either one of these clients may have a
material adverse effect on our business, results of operations or financial
condition.

WE MIGHT HAVE DIFFICULTY OBTAINING ADDITIONAL CAPITAL, WHICH COULD PREVENT US
FROM ACHIEVING OUR BUSINESS OBJECTIVES.

     We may need to raise additional capital in the future to fund the expansion
of our Internet panels and the marketing of our products and services, or to
acquire or invest in complementary businesses, technologies or services.
Additional financing may be unavailable on terms favorable to us, if at all. If
we raise additional funds by issuing additional shares of our common stock, you
will experience significant dilution to your ownership interest in us. If we
raise funds by issuing shares of a different class of stock other than our
common stock, the holders of the different classes of stock may have rights
senior to the rights of the holders of our common stock.

     We currently anticipate that our available cash and cash equivalents and
our line of credit, combined with the net proceeds from this offering, will be
sufficient to fulfill our growth plan over the next 12 months.

                                       11
<PAGE>
If additional financing is not available on acceptable terms, we may be unable
to fund the development and expansion of our business, attract qualified
personnel, promote our brand name successfully, take advantage of business
opportunities or respond to competitive pressures. Any of these may have a
material adverse effect on our business, results of operations and financial
condition.

POTENTIAL ACQUISITIONS OR INVESTMENTS IN OTHER COMPANIES MAY HAVE A NEGATIVE
IMPACT ON OUR BUSINESS OR MAY BE UNAVAILABLE.

     As part of our strategy to expand our Internet panels, technology
infrastructure and products and services, if appropriate opportunities arise, we
may acquire or make investments in complementary businesses, products, services
or technologies. The risks we may face when acquiring or investing in
complementary businesses include:

     o difficulties with the integration and assimilation of the acquired
       business;

     o diversion of our management team's attention from other business
       concerns;

     o availability of favorable acquisition or investment financing; and

     o loss of key employees of any acquired business.

     Acquisitions or investments may require us to expend significant amounts of
cash, which would result in our inability to use those funds for other business
purposes. Additionally, if we fund acquisitions through further issuances of our
common stock, our shareholders' holdings in us may be diluted, which may
adversely affect the market price of our stock. Amortization of goodwill and
other intangible assets related to potential acquisitions may reduce our overall
earnings, which in turn could negatively affect the price of our common stock.
These difficulties may adversely affect our business plan and may have a
material adverse impact on our business.

RISKS RELATED TO OUR INDUSTRY

WE DEPEND ON THE WIDESPREAD ACCEPTANCE AND GROWTH OF THE INTERNET. IF THE
INTERNET DOES NOT GROW AS PROJECTED, WE WILL BE UNABLE TO ATTRACT CLIENTS FOR
OUR INTERNET-BASED MARKETING RESEARCH.

     We rely on the Internet for the critical aspects of our business, including
the recruitment of our online panelists. If Internet usage declines or grows at
a significantly slower rate than currently projected, we may be unable to
attract additional online panelists or clients for our Internet-based marketing
research products and services. This may have a material adverse impact on our
business.

FUTURE GOVERNMENT REGULATION COULD LIMIT OUR INTERNET ACTIVITIES OR RESULT IN
ADDITIONAL COSTS OF DOING BUSINESS AND CONDUCTING MARKETING RESEARCH ON THE
INTERNET.

     There are currently few laws or regulations that specifically regulate
communications over the Internet. However, we expect more stringent laws and
regulations to be enacted both domestically and internationally in the near
future due to the increasing popularity and use of the Internet. Any new
legislation or regulations or the application of existing laws and regulations
to the Internet could limit our effectiveness in conducting Internet-based
marketing research and increase our operating expenses. In addition, the
application of existing laws to the Internet could expose us to substantial
liability for which we might not be indemnified by content providers or other
third parties. Existing laws and regulations currently address, and new laws and
regulations and industry self-regulatory initiatives are likely to address, a
variety of issues that could have a direct impact on our business, including:

     o user privacy and expression;

     o the rights and safety of children;

     o intellectual property;

     o information security;

     o anticompetitive practices;

                                       12
<PAGE>
     o the convergence of offline channels with Internet commerce;

     o taxation and pricing; and

     o the characteristics and quality of products and services.

     Those current laws that explicitly apply to the Internet have not yet been
interpreted by the U.S. courts, and their applicability and scope are not yet
defined. Any new laws or regulations relating to the Internet could have an
impact on the growth of the Internet and, as a result, may adversely affect our
business.

     The Internet Tax Freedom Act prohibits states or political subdivisions
from imposing taxes on Internet access, unless imposed and enforced prior to
October 1, 1998 and multiple or discriminatory taxes on electronic commerce
during the period beginning October 1, 1998 and ending October 21, 2001. If the
current moratorium on the application of these taxes is not extended beyond
October 21, 2001, states may impose discriminatory, multiple or special taxes on
users of the Internet. If the moratorium ends, federal taxes may also be imposed
on electronic commerce. Any new taxes on Internet access and electronic commerce
may adversely affect our business.

WE ARE SUSCEPTIBLE TO BREACHES OF DATABASE SECURITY AND DENIAL OF SERVICE
ATTACKS.

     Despite measures taken by us to increase security, our infrastructure is
potentially vulnerable to physical or electronic break-ins. A party who is able
to circumvent our security measures could misappropriate the personal
information of our online panelists or interrupt our operations. As a result, we
may be required to expend capital and other resources to protect against the
threat of security breaches or to alleviate problems caused by these breaches.
These increased expenditures could have a material adverse effect on our
business, results of operations and financial condition. In addition, security
breaches that result in access to the confidential information of our online
panelists or clients could damage our reputation and expose us to risk of loss
or liability.

     Our computer systems are susceptible to planned overloads, commonly
referred to as denial of service attacks. By designing software applications
that trigger simultaneous overload traffic directed at a single website,
intruders have recently been able to temporarily impair the websites of
companies with more mature infrastructure systems than our own. If we become the
target of similar attacks, our websites could be temporarily disabled and our
business may suffer.

SECURITY CONCERNS COULD HINDER INTERNET COMMUNICATIONS AND OUR ABILITY TO OBTAIN
SUFFICIENT AND RELIABLE RESPONSES FROM OUR ONLINE PANELISTS.

     The need to transmit confidential information securely has been a
significant barrier to communications over the Internet in the past. Security
concerns could cause some of our online panelists to reduce their participation
levels, provide inaccurate responses or terminate their membership in our online
panels. Breaches in confidentiality, or perceived breaches in confidentiality,
could adversely affect the commercial viability of our research and harm our
credibility with our current clients and online panelists. If our clients become
dissatisfied with our services, they may stop using our products and services,
and our reputation could be damaged. A loss of online panelists or a loss of
clients could hurt our efforts to generate revenues.

LIABILITY FOR THE UNAUTHORIZED USE OF THE PERSONAL INFORMATION OF OUR ONLINE
PANELISTS COULD BE COSTLY.

     Liability claims could be initiated against us by our online panelists for
misuse of the personal information they provide to us. While we attempt to keep
the identity of, and information regarding, our online panelists strictly
confidential, we cannot assure you that intruders will not gain access to this
information. If a person circumvents the security measures imposed by us, that
person could misappropriate proprietary information and use it for unauthorized
purposes. Any claims resulting from the unauthorized use of information
concerning our online panelists could expose us to a risk of loss or result in
costly litigation. In addition, the Federal Trade Commission and state agencies
have recently been investigating various Internet companies regarding their use
of personal information. We could incur additional costs and expenses if new
regulations regarding the use of personal information are introduced or if our
privacy practices are investigated.

                                       13
<PAGE>
IF WE ARE UNABLE TO ACHIEVE INTERNATIONAL GROWTH OF OUR ONLINE PANELS, OR IF WE
ARE UNABLE TO OVERCOME OTHER RISKS OF INTERNATIONAL OPERATIONS, WE WILL BE
UNABLE TO CONDUCT BUSINESS ON AN INTERNATIONAL LEVEL.

     Our growth plans may include operations outside of the U.S. If we are
required to expand our business and panels to operate on an international level,
we could face the following risks:

     o More restrictive privacy laws;

     o Unexpected changes in regulatory requirements;

     o Export controls relating to encryption technology;

     o Lower penetration of Internet use internationally;

     o Currency exchange fluctuations;

     o Problems in collecting accounts receivable and longer collection periods;

     o Potential adverse tax consequences;

     o Political instability; and

     o Internet access restrictions.

     In addition, if we attempt to expand our international operations, we may
encounter more restrictive regulations and laws in Europe and elsewhere,
particularly laws related to privacy rights. These laws could inhibit our
ability to expand our online panels in a particular country or region. If we
expand internationally, we will experience some or all of these risks, which may
have a material adverse effect on our business, results of operations and
financial condition.

RISKS RELATED TO THIS OFFERING

THE PRICE OF OUR COMMON STOCK IS LIKELY TO BE VOLATILE AND SUBJECT TO WIDE
FLUCTUATIONS.

     The trading prices of many Internet companies have been highly volatile.
The market price of our common stock may also be subject to wide fluctuations.
If our revenues do not grow, or grow more slowly than we anticipate, or if
operating or capital expenditures exceed our expectations and cannot be adjusted
accordingly, the market price of our common stock may decline.

     In addition, if the market for Internet-related stocks or the stock market
in general experiences a loss in investor confidence or otherwise falls, the
market price of our common stock may fall for reasons unrelated to our business,
results of operations or financial condition. As a result, investors might be
unable to resell their shares of our common stock at or above the offering
price. In the past, some companies that have experienced volatility in the
market price of their stock have been the subject of securities class action
litigation. If we were to become the subject of a class action litigation, we
could incur substantial costs and our management team's attention and resources
could be diverted from our business.

OUR STOCK PRICE MAY DECLINE IF A LARGE NUMBER OF SHARES ARE SOLD AFTER THE
OFFERING OR THERE IS A PERCEPTION THAT THESE SALES MAY OCCUR.

     Following this offering, we will have a large number of shares of common
stock outstanding and available for resale beginning at various points in time.
The market price of our common stock could decline as a result of sales of a
large number of shares of our common stock in the open market following this
offering, or the perception that these sales could occur. After the effective
date of the offering:

     o no shares of common stock will be eligible for sale immediately, in
       addition to the           shares of common stock to be sold in this
       offering;

     o 111,000 shares of common stock purchased pursuant to options issued under
       our stock option plans, not subject to lock-up restrictions, will be
       eligible for sale beginning 90 days after the effective date of this
       offering;

                                       14
<PAGE>
     o       shares of common stock, constituting more than        times the
       number of shares to be issued in this offering, will be eligible for sale
       beginning 181 days after the effective date of the offering; and

     o       shares of common stock to be issued upon exercise of currently
       outstanding options and warrants.

     The sale of these shares, or the perception that these shares may be sold
in the relatively near future, might make it difficult for us to sell equity
securities in the future. See "Shares Eligible for Future Sale."

YOU WILL INCUR IMMEDIATE AND SUBSTANTIAL DILUTION IN THE PRO FORMA AS ADJUSTED
NET TANGIBLE BOOK VALUE OF THE STOCK YOU PURCHASE.

     We estimate that the initial public offering price of our common stock will
be $     per share. This amount is substantially higher than the pro forma as
adjusted net tangible book value, assuming exercise of the over-allotment in
full by the underwriters of $     per share that our outstanding common stock
will have immediately after this offering. Accordingly, if you purchase shares
of our common stock at its assumed initial public offering price, you will incur
immediate and substantial dilution of $     per share. If the holders of
outstanding options or warrants exercise those options or warrants, you will
suffer further dilution.

     In addition, the issuance or exercise of additional options or warrants to
purchase our common stock could be dilutive to purchasers of shares in this
offering. The table below shows the number of outstanding options and warrants,
including reserved but unissued options, as of March 13, 2000. For more
information on the options, see "Description of Capital Stock--General" and, for
more information on the warrants, see "Description of Capital Stock--Warrants
and Other Rights."

<TABLE>
<CAPTION>
                                                                     NUMBER OF SHARES UNDERLYING OUTSTANDING OPTIONS
                                                                     AND/OR WARRANTS PLUS NUMBER OF
                          PLAN OR GROUP                              RESERVED BUT UNISSUED OPTIONS AND/OR SHARES
------------------------------------------------------------------   -----------------------------------------------
<S>                                                                  <C>
1999 Stock Option Plan............................................                         4,903,050
2000 Directors Stock Option Plan..................................                           150,000
2000 Employee Stock Purchase Plan.................................                           200,000
Warrants..........................................................                           307,668
</TABLE>

ANTITAKEOVER PROVISIONS IN OUR CHARTER DOCUMENTS AND DELAWARE LAW MIGHT DELAY OR
PREVENT TENDER OFFERS OR TAKEOVER ATTEMPTS, WHICH COULD ADVERSELY AFFECT OUR
STOCK PRICE.

     Our restated certificate of incorporation provides for the division of our
board of directors into three classes and provides our board of directors with
the power to issue shares of preferred stock without stockholder approval. The
holders of this preferred stock could have voting rights, including voting
rights that could be superior to those holders of our common stock. Our board of
directors has the power to determine these voting rights. In addition, as a
Delaware corporation, we will be required to comply with Section 203 of the
Delaware General Corporation Law. In general, this law prevents a person who
becomes the owner of 15% or more of our outstanding voting stock from engaging
in specified business combinations for those years in which specified conditions
are satisfied. The effect of these provisions in our restated certificate of
incorporation and of Delaware law could discourage or prevent third parties from
seeking to obtain control of us, including transactions in which the holders of
common stock might receive a premium for their shares over prevailing market
prices.

OUR DIRECTORS, EXECUTIVE OFFICERS, KEY PERSONNEL, MEMBERS OF THEIR FAMILIES AND
ENTITIES AFFILIATED WITH THEM HAVE SIGNIFICANT CONTROL OVER OUR MANAGEMENT AND
AFFAIRS.

     Our directors, executive officers, members of their families and entities
affiliated with them will, in the aggregate, beneficially own approximately
    % of our common stock following the completion of this offering, or
approximately    % of our common stock in the event that the underwriters'
over-allotment option is exercised in full. As a result, these stockholders will
be able to exercise control over all matters requiring approval by our
stockholders, including the election of directors and approval of mergers,
consolidations, sales of assets, recapitalizations and amendments to our
restated certificate of incorporation. These shareholders may take actions with
which you do not agree, including actions that delay, defer or

                                       15
<PAGE>
prevent a change of control and could adversely affect the price investors might
be willing to pay in the future for our common stock.

BECAUSE AN ACTIVE TRADING MARKET FOR OUR COMMON STOCK MAY NOT DEVELOP AFTER THIS
OFFERING, IT MAY BE DIFFICULT FOR YOU TO SELL YOUR SHARES.

     There was no public market for our common stock before this offering. We do
not know the extent to which investor interest will lead to the development of a
trading market or how liquid that market might be. If an active and liquid
trading market does not develop for our common stock, you may have difficulty
selling your shares.

WE HAVE DISCRETION AS TO THE USE OF PROCEEDS FROM THIS OFFERING AND MAY NOT USE
THESE IN A MANNER STOCKHOLDERS WOULD PREFER.

     Other than the repayment of some of our corporate debt, we have not
identified specific uses for all of the proceeds from this offering, and our
management will have broad discretion in how we use them. In addition, we are
unable to determine how much of the proceeds will be used for any identified
purpose because circumstances regarding our planned use of the proceeds may
change. You will not have the opportunity to evaluate the economic, financial or
other information on which we base our decisions on how to use the proceeds. The
failure of our management to apply these funds effectively may have a material
adverse effect on our business and financial performance.

                                       16

<PAGE>
              CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

     This prospectus contains forward-looking statements based on our current
expectations, assumptions, estimates and projections about our business and our
industry that address, among other things:

     o our ability to attract and retain experienced research professionals;

     o the acceptance of Internet-based marketing research by existing and
       potential clients;

     o our ability to expand our Internet panels both domestically and
       internationally;

     o our ability to market our products and services;

     o our ability to establish strategic relationships;

     o our ability to continue to develop and improve our technology
       infrastructure; and

     o significant increases in competitive pressures in the marketing research
       industry.

     These forward-looking statements may be found in the sections of this
prospectus entitled "Prospectus Summary," "Risk Factors," "Use of Proceeds,"
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and "Business" and in this prospectus generally. When used in this
prospectus, the words "expects," "anticipates," "intends," "plans," "believes,"
"seeks" and "estimates" and similar expressions are generally intended to
identify forward-looking statements. These forward-looking statements involve
risks and uncertainties. Our actual results could differ materially from those
anticipated in these forward-looking statements as a result of many factors, as
more fully described in the "Risk Factors" section and elsewhere in this
prospectus.

                                       17

<PAGE>
                                USE OF PROCEEDS

     Our net proceeds, after deducting the estimated underwriting discounts and
commissions and offering expenses, from the sale of the           shares of
common stock at the assumed public offering price of $       per share are
estimated to be $       million, or $       million if the underwriters' over-
allotment option is exercised in full. We intend to use the net proceeds of this
offering to repay outstanding loans and for general corporate purposes and
working capital. As of the date of this prospectus, we have no specific plans to
use the net proceeds from this offering other than as set forth below.

     We intend to use the proceeds from this offering to repay:

     o a $14.1 million loan to us from Greenfield Holdings, with an initial
       interest rate of 7.5% from May 17, 1999 through May 17, 2001. This loan
       has an original maturity date of May 17, 2009;

     o a $6.0 million credit facility provided to us by Greyrock Capital, a
       division of Banc of America Commercial Finance Corporation, with an
       interest rate of the highest LIBOR rate in effect during each month plus
       5.0%, provided that the interest rate in effect in each month shall not
       be less than 8.0% per year. This facility has an original maturity date
       of March 31, 2001, but can be renewed;

     o a $2.5 million promissory note payable to us from Greenfield Holdings,
       with an interest rate of 10.0%. This note has an original maturity date
       of June 30, 2001.

     The remaining $          million of the net proceeds will be used for
general corporate and working capital purposes to fund our expansion plans.

     Pending our use of the net proceeds of this offering, we intend to invest
the net proceeds in short-term, interest-bearing, investment-grade securities.

                                DIVIDEND POLICY

     We have never declared or paid any cash dividends on our capital stock or
other securities. We anticipate that we will retain all of our future earnings
for use in the expansion and operation of our business and do not anticipate
paying cash dividends in the foreseeable future. Any future determination as to
the payment of dividends will be at our board of directors' discretion and will
depend on our financial condition, operating results, current and anticipated
cash needs, plans for expansion and other factors that our board of directors
considers to be relevant.

                                       18
<PAGE>
                                 CAPITALIZATION

     The following table sets forth our capitalization as of December 31, 1999.
Our capitalization is presented on an actual basis, unaudited pro forma basis
and unaudited pro forma as adjusted basis.

     The unaudited pro forma information reflects the following as though the
transactions occurred as of December 31, 1999:

     o Issuance of a promissory note payable to Greenfield Holdings dated
       March 3, 2000, for cash consideration of $2.5 million;

     o Issuance of 645,338 shares of our class A common stock to private
       investors in March 2000 for cash consideration of $5.4 million; and

     o Advance of $2.0 million under the revolving credit facility with Greyrock
       Capital dated December 3, 1999.

     The unaudited pro forma as adjusted information adjusts the unaudited pro
forma information to reflect the following transactions as though they occurred
as of December 31, 1999:

     o Reclassification of our class A and class B common stock into a single
       class of common stock and an increase in the common shares authorized to
       100,000,000 shares;

     o Exercise of warrants to purchase 307,668 shares of common stock at an
       exercise price of $3.575 per share; and

     o The sale of    shares of common stock at an initial public offering price
       of $    per share in this offering, after deducting underwriting
       discounts and commissions and estimated offering expenses, and the
       application of the estimated net proceeds. See "Use of Proceeds."

     You should read this information together with the sections of this
prospectus entitled "Selected Financial Data" and "Management's Discussion and
Analysis of Financial Condition and Results of Operations" and the financial
statements and related notes appearing elsewhere in this prospectus.

<TABLE>
<CAPTION>
                                                                                AS OF DECEMBER 31, 1999
                                                                      --------------------------------------------
                                                                                                       PRO FORMA
                                                                        ACTUAL        PRO FORMA       AS ADJUSTED
                                                                      -----------    ------------    -------------
                                                                                     (IN THOUSANDS)

<S>                                                                   <C>            <C>             <C>
Cash and cash equivalents..........................................   $ 1,708,738    $ 11,610,217
                                                                      -----------    ------------
                                                                      -----------    ------------
Term loan, net.....................................................   $ 3,119,325    $  5,119,325
Notes payable to stockholder, net..................................    13,879,794      16,379,794
                                                                      -----------    ------------
                                                                       16,999,119      21,499,119
                                                                      -----------    ------------

Stockholders' equity:
Common stock--Class A, $.01 par value--45,000,000 shares authorized
  and issued and 3,801,500 shares outstanding, actual; 45,000,000
  shares authorized and issued and 4,446,838 shares outstanding,
  pro forma........................................................       450,000         450,000
Common stock--Class B, $.01 par value--45,000,000 shares authorized
  and 21,855,150 shares issued and outstanding, actual; 45,000,000
  shares authorized and 21,855,150 shares issued and outstanding,
  pro forma........................................................       218,552         218,552
Additional paid-in-capital.........................................    37,880,231      43,019,990
Class A treasury stock, at cost--41,198,500 shares, actual;
  40,553,162 shares, pro forma.....................................   (16,708,292)    (16,446,572)
Notes receivable from stockholders.................................      (500,088)       (500,088)
Unearned stock-based compensation..................................    (7,229,767)     (7,229,767)
Accumulated deficit................................................   (13,787,921)    (13,787,921)
                                                                      -----------    ------------
Total stockholders' equity.........................................       322,715       5,724,194
                                                                      -----------    ------------
  Total capitalization, including borrowings.......................   $17,321,834    $ 27,223,313
                                                                      -----------    ------------
                                                                      -----------    ------------
</TABLE>

                                       19
<PAGE>
------------------
     The outstanding share information in the table above excludes:

     o an aggregate of 2,857,850 shares issuable upon exercise of outstanding
       stock options under our 1999 Stock Option Plan at a weighted average
       exercise price of $1.02 per share, of which 2,468,550 shares were
       issuable upon the exercise of options issued as of December 31, 1999, at
       a weighted average exercise price per share of $0.40 and 402,300 shares
       were issuable upon the exercise of options issued subsequent to
       December 31, 1999, at a weighted average exercise price per share of
       $4.77;

     o 2,045,200 shares of common stock available for future grants under our
       1999 Stock Option Plan, of which 2,434,500 shares were available for
       future grants as of December 31, 1999;

     o 150,000 shares of common stock available for future grants under our 2000
       Directors Stock Option Plan, of which no shares were available for future
       grants as of December 31, 1999; and

     o 200,000 shares of common stock available for future issuance under our
       2000 Employee Stock Purchase Plan, of which no shares were available for
       future grants as of December 31, 1999.

                                       20

<PAGE>
                                    DILUTION

     As of December 31, 1999, our historical net tangible book value was
approximately $       million or $       per share of common stock. Net tangible
book value represents total tangible assets less total liabilities divided by
the number of all shares of common stock outstanding at that date. After giving
effect to our receipt of the net proceeds of $             million from the sale
of the        shares of common stock in this offering at the assumed public
offering price of $       per share and application of estimated net proceeds of
$   million from this sale after deducting the underwriters' discounts and
commissions and estimated offering expenses, the net tangible book value at
December 31, 1999, would have been approximately $       million or $       per
share. This represents an immediate increase in net tangible book value of
$       per share to existing shareholders and an immediate dilution of $
per share to new investors purchasing shares of common stock in this offering.
The following table illustrates this per share dilution:

<TABLE>
<S>                                                                                        <C>
Assumed initial public offering price per share.........................................   $
Pro forma net tangible book value per share as of December 31, 1999.....................
Increase per share attributable to new investors........................................
Pro forma as adjusted net tangible book value per share after giving effect to this
  offering..............................................................................
                                                                                           ------------
Dilution in pro forma net tangible book value per share to new investors................   $
                                                                                           ------------
                                                                                           ------------
</TABLE>

     If the underwriters' over-allotment option is exercised in full, our pro
forma as adjusted net tangible book value at December 31, 1999, would have been
approximately $   per share, representing an immediate increase in net tangible
book value of $   to existing shareholders and an immediate dilution in net
tangible book value of $   per share to new investors.

     The following table summarizes, on a pro forma basis, as of December 31,
1999, the differences between the number and percentage of shares of common
stock issued to our existing shareholders and new investors purchasing shares of
common stock in this offering, as well as the aggregate consideration and the
average price per share paid by them:

<TABLE>
<CAPTION>
                                                                                   TOTAL
                                                        SHARES PURCHASED       CONSIDERATION       AVERAGE
                                                       ------------------    ------------------    PRICE PER
                                                       NUMBER     PERCENT    AMOUNT     PERCENT     SHARE
                                                       -------    -------    -------    -------    ---------
<S>                                                    <C>        <C>        <C>        <C>        <C>
Existing shareholders...............................                   %     $               %       $
New investors.......................................
                                                       -------      ---      -------      ---
Total...............................................                100%     $            100%
                                                       -------      ---      -------      ---
                                                       -------      ---      -------      ---
</TABLE>

     If the underwriters' over-allotment option is exercised in full, the
following will occur:

          o The percentage of the total number of shares of common stock held by
            existing shareholders will decrease to       % after the offering;
            and

          o The number of shares held by new investors will increase to
                      or approximately    % of the total number of shares of our
            common stock outstanding after the offering.

     The outstanding share information in the table above excludes:

          o an aggregate of 2,857,850 shares issuable upon exercise of
            outstanding stock options under our 1999 Stock Option Plan at a
            weighted average exercise price of $1.02 per share;

          o 2,045,200 shares of common stock available for future grants under
            our 1999 Stock Option Plan;

          o 150,000 shares of common stock available for future grants under our
            2000 Directors Stock Option Plan; and

          o 200,000 shares of common stock available for future issuance under
            our 2000 Employee Stock Purchase Plan.

                                       21

<PAGE>
                            SELECTED FINANCIAL DATA

     The following selected financial data should be read in conjunction with
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and the financial statements and related notes, which are included
elsewhere in this prospectus. The selected statement of operations data for each
of years ended December 31, 1997 and 1998 and for the periods from January 1,
1999 through May 16, 1999 and from May 17, 1999 through December 31, 1999 and
the selected balance sheet data as of December 31, 1998 and 1999 are derived
from our audited financial statements, which are included elsewhere in this
prospectus. The selected balance sheet data as of December 31, 1997 is derived
from audited financial statements not included in this prospectus. The statement
of operations data for the years ended December 31, 1995 and 1996 and the
balance sheet data as of December 31, 1995 and 1996 are derived from unaudited
financial statements prepared by management and includes, in the opinion of
management, all adjustments necessary for the fair presentation of our financial
position and results of operations.

     The selected financial data below include unaudited pro forma statement of
operations data for the full year ended December 31, 1999. The unaudited pro
forma statement of operations data for the year ended December 31, 1999 were
derived from unaudited financial statements prepared by management and give
effect to the management buyout of our company as if it had occurred on
January 1, 1999. The selected financial data for the years ended December 31,
1995, 1996, 1997 and 1998 and the period from January 1, 1999 through May 16,
1999 reflect the result of operations and balance sheet data of the predecessor.
The selected financial data for the period from May 17, 1999 through
December 31, 1999 reflect the results of operations and balance sheet data of
the successor. Because the selected financial data of the successor are not
directly comparable to those of the predecessor, a dark bar has been inserted in
the accompanying table to clearly separate the financial position and results of
operations before and after the change in control. The historical results below
are not necessarily indicative of future results. Amounts included below are in
thousands, except per share data.

<TABLE>
<CAPTION>
                                                               PREDECESSOR                                   SUCCESSOR
                                         --------------------------------------------------------   ---------------------------




                                                                                                                   PRO FORMA
                                                   YEAR ENDED DECEMBER 31,              JANUARY 1     MAY 17          YEAR
                                         --------------------------------------------   THROUGH      THROUGH         ENDED
                                                                                        MAY 16,     DECEMBER 31,   DECEMBER 31,
                                           1995         1996         1997      1998       1999         1999           1999
                                         -----------  -----------   -------   -------   ---------   ------------   ------------
                                         (UNAUDITED)  (UNAUDITED)                                                  (UNAUDITED)
STATEMENT OF OPERATIONS DATA:
<S>                                      <C>          <C>           <C>       <C>       <C>         <C>            <C>
Revenues:...............................   $    --      $   645     $ 1,203   $ 2,791    $ 1,734      $  5,558       $  7,291
  Cost of revenues......................        --          177         521     1,251        702         2,517          3,219
                                           -------      -------     -------   -------    -------      --------       --------
  Gross profit..........................        --          468         682     1,540      1,032         3,041          4,072
Operating expenses:
  Selling, general and administrative
    expenses............................         1          451       1,293     3,262      5,244         6,822         12,066
  Depreciation and amortization.........        --            4          85       322        156         3,844          7,344
  Research and development..............        --           68         143       223        186           792            979
  Panel acquisition expenses............        --           67          61        63         27           112            139
  Stock-based compensation expense(1)...        --           --          --        --         --         5,183          7,767
                                           -------      -------     -------   -------    -------      --------       --------
    Total operating expenses............         1          590       1,582     3,870      5,613        16,753         28,295
                                           -------      -------     -------   -------    -------      --------       --------
    Operating loss......................        (1)        (122)       (900)   (2,330)    (4,581)      (13,712)       (24,223)
Interest expense, net...................        --           (4)        (16)     (115)       (50)       (1,017)        (1,536)
                                           -------      -------     -------   -------    -------      --------       --------
    Loss before income taxes............        (1)        (126)       (916)   (2,445)    (4,631)      (14,729)       (25,759)
Income tax benefit......................        --           --          --        --         --           940            940
                                           -------      -------     -------   -------    -------      --------       --------
Net loss................................   $    (1)     $  (126)    $  (916)  $(2,445)   $(4,631)     $(13,789)      $(24,819)
                                           -------      -------     -------   -------    -------      --------       --------
                                           -------      -------     -------   -------    -------      --------       --------
Basic and diluted net loss per share....   $    --      $    --     $ (0.02)  $ (0.05)   $ (0.10)     $  (0.56)      $  (1.01)
                                           -------      -------     -------   -------    -------      --------       --------
                                           -------      -------     -------   -------    -------      --------       --------
Weighted average shares outstanding--
  basic and diluted.....................    45,000       45,000      45,000    45,000     45,000        24,707         24,563
                                           -------      -------     -------   -------    -------      --------       --------
                                           -------      -------     -------   -------    -------      --------       --------
</TABLE>

                                       22
<PAGE>

<TABLE>
<CAPTION>
                                                                            PREDECESSOR
                                                                -----------------------------------
                                                                                                         SUCCESSOR
                                                                        AS OF DECEMBER 31,             ------------------
                                                                -----------------------------------    AS OF DECEMBER 31,
                                                                1995    1996      1997       1998          1999
                                                                ----    -----    -------    -------    ------------------
BALANCE SHEET DATA:
<S>                                                             <C>     <C>      <C>        <C>        <C>
Cash and cash equivalents....................................    $1     $  30    $   148    $   114         $  1,709
Working capital (deficiency).................................    --      (397)    (1,650)    (4,452)          (1,200)
Total assets.................................................     1       210        809      1,692           23,353
Long-term liabilities........................................    --        --         --         90           17,360
Total stockholders' equity (deficit).........................    $1     $(381)   $(1,298)   $(3,743)        $    323
</TABLE>

------------------
(1) Stock-based compensation expense of $5,183,000 for the period from May 17,
    1999 through December 31, 1999 has been combined into one line item in the
    statement of operations. Had the stock-based compensation expense been
    allocated to the other line items of the statement of operations, it would
    have increased the cost of revenues by $20,000, increased the selling,
    general and administrative expenses by $4,514,000 and increased the research
    and development expenses by $649,000.

                                       23

<PAGE>
                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                 FINANCIAL CONDITION AND RESULTS OF OPERATIONS

     The following discussion of our financial condition and results of
operations should be read in conjunction with our financial statements and
related notes starting on page F-1 of this prospectus. This discussion contains
forward-looking statements that involve risks and uncertainties. Our actual
results could differ materially from those anticipated in these forward-looking
statements as a result of the factors discussed in "Risk Factors" starting on
page 6 of this prospectus.

OVERVIEW

     We are a leading provider of Internet-enabled marketing research using our
proprietary technologies. Businesses use marketing research to decide what
products and services to offer and the best ways to advertise, promote and
distribute those products and services. Marketing researchers gather information
from consumers using survey methods and compile and interpret the information to
deliver research results to clients. We have developed proprietary automated
methodologies using the Internet by which surveys are created and distributed to
our voluntary community of online survey panelists and by which survey results
are captured and compiled. Our marketing research professionals work closely
with our clients to create surveys customized to meet each client's information
needs. In addition, we have developed products and services that provide
self-directed research capabilities, allowing clients to create and distribute
their own online surveys. Further, we offer online focus groups and online
brainstorming, as well as syndicated, multi-client products sold on a
subscription or per-study basis.

     We were founded in 1994 as a business unit of Greenfield Consulting Group,
Inc., specifically to develop technologies and methodologies that use the
Internet to perform marketing research. We were incorporated in 1995 and
reorganized on May 17, 1999, as a result of a management buyout. Our principal
service is custom marketing research. We derived a majority of our revenues
during the year ended December 31, 1999 from custom marketing research. We also
provide syndicated marketing research and launched our self-directed Internet
survey service, QuickTake.com, in February 2000. While we expect custom
marketing research to continue to provide the majority of our revenues in
ensuing years, we expect our syndicated and self-directed research to become an
increasing portion of our revenue mix.

MANAGEMENT BUYOUT

     On May 17, 1999, our management team and a group of new investors executed
a management buyout in which approximately 97% of our outstanding common stock
was acquired by Greenfield Holdings, LLC, a company formed specifically to
effect the buyout, and certain other investors.

     As a result of the management buyout, a change in control occurred, and a
new reporting entity was established. For purposes of presentation and
disclosure, we refer to ourselves as the predecessor as of and for all periods
up to the point of the management buyout and as the successor as of and for all
periods thereafter.

SOURCES OF REVENUES AND REVENUE RECOGNITION POLICY

     We generate revenues from the performance and delivery of custom and
proprietary marketing research products and services, from syndicated marketing
research and from sales of self-directed surveys.

     We recognize revenues from custom marketing research in the period in which
the product is delivered. Our custom research results are compiled as reports or
studies and are delivered within a short period, generally ranging from a few
days to eight weeks. Our syndicated marketing research is sold on a subscription
basis for periods of up to one year or on a per-study basis. We recognize
revenues from syndicated marketing research ratably over the term of the related
subscription as services are provided. Invoices billed prior to performance of
services, as well as customer advances, are recorded as deferred project
revenues.

     Prior to 1999, our revenues were derived from a small client base.
Expansion of our client base has reduced this concentration. For the year ended
December 31, 1997, 18% and 15% of our revenues were from

                                       24
<PAGE>
two customers, respectively, and, for the year ended December 31, 1998, 13% of
our revenues was from one customer. For the periods from January 1, 1999 through
May 16, 1999 and from May 17, 1999 through December 31, 1999, no single customer
represented greater than 10% of our revenues. Provisions for estimated contract
losses, if any, are also included as a variable project cost and are recognized
in the period such losses are determined.

COST OF REVENUES

     Our cost of revenues represents project costs and associated direct labor.
Direct labor costs consist primarily of salaries, wages, incentives and benefits
for personnel directly related to the projects. Project costs also include
incentives paid to participating survey respondents and fees associated with the
preparation of survey results.

OPERATING EXPENSES

     Our operating expenses consist of selling, general and administrative
expenses, depreciation and amortization, research and development, panel
acquisition costs and stock-based compensation.

     Our selling, general and administrative expenses consist primarily of
salaries and benefits paid to sales and marketing personnel and program
expenses, public relations, advertising and promotion costs, commissions and
other marketing expenses as well as payroll taxes, costs of information
technology administration, general corporate functions and occupancy costs.

     Our depreciation and amortization consists of depreciation of fixed assets
and internal-use software and amortization of goodwill and intangible assets
recorded in connection with the management buyout.

     Our research and development expenses are all associated with new product
development, training and maintenance. In addition, we expense the costs
associated with maintenance and upgrades of our current technologies as these
costs are incurred.

     Our panel acquisition costs are incurred in conjunction with recruiting and
retaining Web-based panel participants through our proprietary recruiting
process and are expensed as incurred.

     Stock-based compensation expense represents noncash charges related to the
issuance of stock options and notes receivable to stockholders collateralized by
our stock. At December 31, 1999, we had unearned stock compensation charges of
$7,229,767 included in our balance sheet. These deferred charges represent
compensation expenses that will be recognized over the remaining vesting period
of the related options.

INTEREST EXPENSE, NET

     Interest expense, net consists of interest expense on borrowings, net of
interest income.

INCOME TAX PROVISION (BENEFIT)

     Our income tax provision (benefit) consists of a deferred tax benefit
arising from the net operating loss carryforwards of the company that eliminated
a net deferred tax liability established at the date of the management buyout.
Prior to the management buyout, we were an S corporation for tax purposes and
had no tax provision or benefit at the corporate level.

                                       25
<PAGE>
RESULTS OF OPERATIONS

     The following table sets forth a statement of operations data for the
periods indicated as a percentage of revenues:

<TABLE>
<CAPTION>
                                                                                                   SUCCESSOR
                                                                                          ----------------------------
                                                        PREDECESSOR                                          PRO
                                        --------------------------------------------                        FORMA
                                          YEAR             YEAR           JANUARY 1         MAY 17          YEAR
                                          ENDED            ENDED          THROUGH          THROUGH          ENDED
                                        DECEMBER 31,     DECEMBER 31,     MAY 16,         DECEMBER 31,    DECEMBER 31,
                                          1997             1998             1999             1999           1999
                                        ------------     ------------     ----------      ------------    ------------
<S>                                     <C>              <C>              <C>             <C>             <C>
Revenues.............................       100.0%           100.0%          100.0%            100.0%         100.0%
Cost of revenues.....................        43.3             44.8            40.5              45.3           44.1
                                           ------           ------          ------          --------         ------
Gross margin.........................        56.7             55.2            59.5              54.7           55.9
Selling, general and administrative
  expenses...........................       107.5            116.9           302.5             122.8          165.5
Depreciation and amortization........         7.1             11.5             9.0              69.2          100.7
Research and development.............        11.9              8.0            10.7              14.3           13.4
Panel acquisition expenses...........         5.1              2.2             1.6               2.0            1.9
Stock-based compensation expenses....          --               --              --              93.3          106.5
                                           ------           ------          ------          --------         ------
Total operating expenses.............       131.5            138.6           328.8             301.4          388.1
                                           ------           ------          ------          --------         ------
Operating loss.......................       (74.9)           (83.5)         (264.3)           (246.7)        (332.2)
Interest expense, net................        (1.3)            (4.1)           (2.9)            (18.3)         (21.1)
Income tax benefit...................          --               --              --              16.9           12.9
                                           ------           ------          ------          --------         ------
Net loss.............................       (76.2)%          (87.6)%        (267.1)%          (248.1)%       (340.4)%
                                           ------           ------          ------          --------         ------
                                           ------           ------          ------          --------         ------
</TABLE>

SUPPLEMENTAL COMPARISON OF PRO FORMA YEAR ENDED DECEMBER 31, 1999 UNAUDITED, AND
1998

REVENUES

     Revenues for the pro forma year ended December 31, 1999 increased
$4,499,821, or 161.2%, to $7,291,185 from $2,791,364 for the year ended
December 31, 1998. This was primarily a result of the growth in the number and
size of custom research projects. This rapid growth reflects our relatively
early stage of development, the growing acceptance of Internet-based marketing
research and an increase in our number of sales and marketing personnel in the
later half of 1999. We expect to grow at a somewhat lower rate through 2000 as
acceptance of Internet-based marketing research continues, as we continue to add
sales and marketing personnel and as we increase advertising and marketing
activities.

COST OF REVENUES

     Cost of revenues increased $1,968,050, or 157.3%, to $3,218,947 for the pro
forma year ended December 31, 1999, exclusive of stock-based compensation,
representing 44.1% of revenues. Cost of revenues for the year ended
December 31, 1998, was $1,250,897, representing 44.8% of revenues. The overall
increase in the cost of revenues was primarily due to the increased number of
custom research projects and the related project costs. The decline in the cost
of revenues as a percentage of revenues reflects a trend to larger projects with
higher pricing and the efficiencies of our proprietary technologies in
supporting these larger projects. We expect improvements in our cost of revenues
as a percentage of revenues through 2000.

                                       26
<PAGE>
OPERATING EXPENSES

  Selling, General and Administrative Expenses

     Selling, general and administrative expenses increased $8,803,111, or
269.8%, to $12,065,510 for the pro forma year ended December 31, 1999, exclusive
of stock-based compensation, representing 165.5% of revenues. For the year ended
December 31, 1998, selling, general and administrative expenses were $3,262,399,
representing 116.9% of revenues. The increase was primarily due to the payment
of management bonuses of approximately $3,260,000 in conjunction with the
management buyout effected in May 1999, which were recorded as selling, general
and administrative expenses. Other increases were due to the addition of
personnel, increased commissions and other expenses associated with our expanded
advertising, marketing and public relations campaign. Excluding the management
bonuses, selling, general and administrative expenses as a percentage of
revenues would have been comparable between 1999 and 1998.

  Depreciation and Amortization

     Depreciation and amortization increased $7,022,579 to $7,344,455 for the
pro forma year ended December 31, 1999, representing 100.7% of revenues. For the
year ended December 31, 1998, depreciation and amortization expenses was
$321,876, representing 11.5% of revenues. The increase was primarily due to
amortization of goodwill and intangible assets associated with the management
buyout, which accounted for 95.0% of depreciation and amortization expenses in
1999 and will continue through 2003. The increase was also a result of
depreciation related to further investments in property, equipment and
internal-use software.

  Research and Development

     Research and development expenses increased $755,317, or 338.4%, to
$978,550 for the pro forma year ended December 31, 1999, exclusive of
stock-based compensation, representing 13.4% of revenues. For the year ended
December 31, 1998, research and development expenses were $223,233, or 8.0% of
revenues. The overall increase in research and development expenses were
primarily attributable to increased spending on new product development,
maintenance, upgrades of current products and technology and research and
development conducted by outside consulting firms. We expect substantial
additional increases in research and development expenses both in absolute terms
and as a percentage of revenues through 2000 as we upgrade our software and
technology, develop new products and develop new technology directed toward
improving productivity.

  Panel Acquisition Expenses

     Panel acquisition expenses for the pro forma year ended December 31, 1999,
were $139,800, representing 1.9% of revenues. For the year ended December 31,
1998, panel acquisition expenses were $62,682, or 2.2% of revenues. The overall
increase in panel acquisition expenses was primarily due to our continued
investment in panel acquisition to support a higher number of survey requests,
due to the increase in custom research projects. The decrease in panel
acquisition expenses as a percentage of revenues is not expected to continue.
Panel acquisition as a percentage of sales will increase as we recruit larger
panels that support greater survey capacity.

  Stock-Based Compensation

     We recognized $7,766,576 of stock-based compensation for the pro forma year
ended December 31, 1999, representing 106.5% of revenues. For the year ended
December 31, 1998, there were no charges associated with stock-based
compensation expenses. The increase is attributable to the issuance of stock
options to employees and directors during the period from May 17, 1999 through
December 31, 1999, for which compensation expense was recorded, and the issuance
of two notes receivable from stockholders. These notes receivable are
nonrecourse notes collateralized by our common stock and are accounted for using
variable plan accounting.

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INTEREST EXPENSE, NET

     Interest expense, net increased $1,421,549 to $1,536,329 for the pro forma
year ended December 31, 1999, representing 21.1% of revenues. Interest expense,
net was approximately $114,780 for the year ended December 31, 1998,
representing 4.1% of revenues. Interest expense, net increased primarily as a
result of the issuance of a note payable to our majority shareholder in the
principal amount of $14,136,452 in May 1999 and the increase in borrowings
associated with our new credit facility entered into in December 1999.

INCOME TAX PROVISION (BENEFIT)

     Our income tax benefit of $940,452 for the pro forma year ended December
31, 1999, consists of a deferred tax benefit arising from our operating loss
carryforwards during the pro forma year. These net operating losses eliminated a
net deferred tax liability that was established in pushdown accounting at the
date of the management buyout. Prior to the management buyout, we were an
S corporation for tax purposes and had no tax provision or benefit at the
corporate level.

COMPARISON OF THE PERIOD FROM MAY 17, 1999 THROUGH DECEMBER 31, 1999 AND THE
YEAR ENDED DECEMBER 31, 1998

     As a result of the management buyout, we include the following comparison
of the period from May 17, 1999 through December 31, 1999, which is
approximately 7 1/2 months, to the year ended December 31, 1998. Changes in
revenues and expenses shown in this comparison are partially attributable to the
periods containing different numbers of months.

REVENUES

     Revenues for the period from May 17, 1999 through December 31, 1999
increased $2,766,101, or 99.1%, to $5,557,465 from $2,791,364 for the year ended
December 31, 1998. This increase was primarily a result of the growth in the
number and size of custom research projects. This growth reflects our relatively
early stage of development, the growing acceptance of Internet-based marketing
research during 1999 and an increase in our number of sales and marketing
personnel in the later half of 1999. We expect to grow at a somewhat lower rate
through 2000 as acceptance of Internet-based marketing research continues, as we
continue to add sales and marketing personnel and as we increase advertising and
marketing activities.

COST OF REVENUES

     Cost of revenues increased $1,265,861, or 101.2%, to $2,516,758 for the
period from May 17, 1999 through December 31, 1999, exclusive of stock-based
compensation, representing 45.3% of total revenues. Cost of revenues for the
year ended December 31, 1998, was $1,250,897, representing 44.8% of total
revenues. The overall increase in the cost of revenues was primarily due to an
increased number of custom research projects and the related project costs. The
decline in the cost of revenues as a percentage of revenues reflects a trend to
larger projects with higher pricing and the efficiencies of our proprietary
technologies in supporting these larger projects. We expect continued
improvements in our cost of revenues as a percentage of revenues through 2000.

OPERATING EXPENSES

  Selling, General and Administrative Expenses

     Selling, general and administrative expenses increased $3,559,300, or
109.1%, to $6,821,699 for the period from May 17, 1999 through December 31,
1999, exclusive of stock-based compensation, representing 122.8% of total
revenues for the year. For the year ended December 31, 1998, selling, general
and administrative expenses were $3,262,399, representing 116.9% of revenues.
The large increase was primarily due to payment of management bonuses of
approximately $3,260,000 in conjunction with the management buyout, which were
recorded as selling, general and administrative expenses. Other increases were
due to the addition of personnel, increased commissions and other expenses
associated with our expanded advertising,

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marketing and public relations campaign. Excluding the management bonuses,
selling, general and administrative expenses as a percentage of revenues would
have been comparable between 1999 and 1998.

  Depreciation and Amortization

     Depreciation and amortization increased $3,521,752 to $3,843,628 for the
period from May 17, 1999 through December 31, 1999, representing 69.2% of
revenues. For the year ended December 31, 1998, depreciation and amortization
expenses were $321,876, representing 11.5% of revenues. The increase was
primarily due to amortization of goodwill and intangible assets associated with
the management buyout, which accounted for 87.0% of depreciation and
amortization expense in 1999 and will continue through 2003. The increase was
also a result of depreciation related to further investments in property,
equipment and internal-use software.

  Research and Development

     Research and development increased $569,035, or 254.9%, to $792,268 for the
period from May 17, 1999 through December 31, 1999, exclusive of stock-based
compensation, representing 14.3% of revenues. For the year ended December 31,
1998, research and development was $223,233, or 8.0% of revenues. The overall
increase in research and development expenses were primarily attributable to
increased spending on new product development, maintenance upgrades of current
products and technology and research and development conducted by outside
consulting firms. We expect additional increases in research and development
expenses as a percentage of revenues through 2000 as we upgrade our software and
technology, develop new products and develop new technology directed toward
improving productivity.

  Panel Acquisition Expenses

     Panel acquisition expenses increased $49,849, or 79.5%, to $112,531 for the
period from May 17, 1999 through December 31, 1999, representing 2.0% of
revenues. For the year ended December 31, 1998, panel acquisition expenses were
$62,682, or 2.2% of revenues. The overall increase in panel acquisition expenses
was primarily due to our continued investment in panel acquisition to support a
higher number of survey requests, due to the increase in custom research
projects. The decrease in panel acquisition expenses as a percentage of revenues
is not expected to continue. Panel acquisition as a percentage of revenues will
increase as we recruit larger panels that support greater survey capacity.

  Stock-Based Compensation

     We recognized $5,182,715 of stock-based compensation for the period from
May 17, 1999 through December 31, 1999, representing 93.3% of revenues. For the
year ended December 31, 1998, there were no charges associated with stock-based
compensation expenses. The increase is attributable to the issuance of stock
options to employees and directors during the period from May 17, 1999 through
December 31, 1999, with exercise prices below estimated fair value and the
issuance of two notes receivable from stockholders. These notes receivable are
collateralized by our common stock and are accounted for using variable plan
accounting.

INTEREST EXPENSE, NET

     Interest expense, net increased $901,459 to $1,016,239 for the period from
May 17, 1999 through December 31, 1999, representing 18.3% of revenues. Interest
expense, net approximately $114,780 for the year ended December 31, 1998,
representing 4.1% of revenues. Interest expense, net increased primarily as a
result of the issuance of a note payable to our majority shareholder in the
amount of $14,136,452 in May 1999 and the increase in borrowings associated with
our credit facility entered into in December 1999.

INCOME TAX PROVISION (BENEFIT)

     Our income tax benefit of $940,452 for the period from May 17, 1999 through
December 31, 1999, consists of a deferred tax benefit arising from the net
operating loss carryforwards of the company during the year. These net operating
losses eliminated a net deferred tax liability that was established in pushdown

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<PAGE>
accounting at the date of the management buyout. Prior to the management buyout,
we were an S corporation for tax purposes and had no tax provision or benefit at
the corporate level.

COMPARISON OF THE YEARS ENDED DECEMBER 31, 1998 AND 1997

REVENUES

     Revenues for the year ended December 31, 1998, increased $1,588,312, or
132.0%, to $2,791,364 from $1,203,052 for the year ended December 31, 1997. This
was primarily a result of the growth in the number and size of our custom
research projects.

COST OF REVENUES

     Cost of revenues increased $729,639, or 140.0%, to $1,250,897 for the year
ended December 31, 1998, representing 44.8% of revenues. Cost of revenues for
the year ended December 31, 1997, were $521,258, representing 43.3% of revenues.
The overall increase in the cost of revenues was primarily due to an increased
number of custom research projects and the related project expenses.

OPERATING EXPENSES

  Selling, General and Administrative Expenses

     Selling, general and administrative expenses increased $1,969,603, or
152.4%, to $3,262,399 for the year ended December 31, 1998, representing 116.9%
of revenues. For the year ended December 31, 1997, selling, general and
administrative expenses were $1,292,796, representing 107.5% of revenues. The
spending increases were due to the addition of personnel, increased commissions
and other expenses associated with our expanding advertising, marketing and
public relations campaigns.

  Depreciation and Amortization

     Depreciation and amortization increased $236,912 to $321,876 for the year
ended December 31, 1998, representing 11.5% of revenues. For the year ended
December 31, 1997, depreciation and amortization expense was $84,964,
representing 7.1% of revenues. The increase was primarily due to the
depreciation related to further investments in property, equipment and
internal-use software.

  Research and Development

     Research and development expenses increased $79,754, or 55.6%, to $223,233
for the year ended December 31, 1998, representing 8.0% of total revenues. For
the year ended December 31, 1997, research and development expenses were
$143,479, or 11.9% of revenues. The overall increase in research and development
expenses was primarily attributable to increased spending on new product
development, maintenance upgrades of current products and technology and
research and development conducted by outside consulting firms.

  Panel Acquisition Expenses

     Panel acquisition expenses for the year ended December 31, 1998, were
$62,682, representing 2.2% of total revenues. For the year ended December 31,
1997, panel acquisition expenses were $61,135, or 5.1% of total revenues. The
decrease in panel acquisition expenses as a percentage of revenue was due to
costs incurred in 1997 to support higher volumes of surveys expected in future
periods.

INTEREST EXPENSE, NET

     Interest expense, net increased $98,835, or 619.9%, to $114,780 for the
year ended December 31, 1998, representing 4.1% of revenues. Interest expense,
net was $15,945 for the year ended December 31, 1997, representing 1.3% of
revenues. Interest expense, net increased primarily as a result of the increased
borrowings from one of our affiliates in 1998.

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<PAGE>
LIQUIDITY AND CAPITAL RESOURCES

  Liquidity

     At December 31, 1999, we had cash and cash equivalents of approximately
$1.7 million. We regularly invest excess funds in short-term money market funds,
government securities and commercial paper. On March 13, 2000, we had cash and
cash equivalents of $7.5 million and additional borrowing capacity of
approximately $3.0 million.

     We had negative cash flow from operations of approximately $6.7 million
during the period from May 17, 1999 through December 31, 1999. We used cash in
investing activities of $1 million during the period from May 17, 1999 through
December 31, 1999, primarily due to cash used for capital expenditures. We
generated cash from financing activities of approximately $9.2 million during
the period from May 17, 1999 through December 31, 1999, primarily reflecting
proceeds from the management buyout and additional debt financing, less the cost
of reacquiring treasury stock from the former sole stockholder of the company.

     We have consistently sustained net losses and negative cash flows from
operations and have a working capital deficiency. Our ability to meet our
obligations in the ordinary course of business is dependent upon our ability to
attract capital from new and existing investors. To date, we have been able to
attract sufficient capital to support our operating needs and meet our
obligations as they come due. During 1999, we received approximately $27.0
million of debt and equity financing from various sources, including investors
participating in the management buyout, as well as from a financial institution.
In March 2000, we closed an additional debt and equity financing in the amount
of $10.4 million. These funds are being used to expand operations, including
hiring additional employees and continuing to invest in proprietary survey
products and technologies. Management believes that these funds, together with
available cash and the proceeds of this offering are sufficient to support our
operations.

  Capital Resources

     We have a substantial amount of debt. We intend to repay all of our debt
outstanding to our lenders with a portion of the proceeds from this offering.

     The substantial amount of debt that is payable to Greenfield Holdings and
Greyrock Capital has created a highly leveraged balance sheet, and our debt
service levels would require us to achieve profitability early in 2001 in order
to sustain operations under the current capital structure. In the event that we
are unable to complete an initial public offering of our stock in which a
portion of the proceeds would be used to pay off all outstanding debt with
Greenfield Holdings, and the financial institution, it would be our intent to
refinance the Greenfield Holdings debt to an equity form of capital, such as
convertible preferred stock. We believe that our unique relationship with
Greenfield Holdings, afford us the ability to refinance the debt, if necessary.

     This back-up refinancing plan, in conjunction with $5.0 million of equity
capital we raised in March 2000 with an institutional investor, would
appropriately balance our capital structure and minimize our debt service levels
going forward.

     To further expand our operations, we may need to raise additional funds in
the future to fund more rapid expansion, to develop new products and to respond
to competitive pressures or to acquire complementary businesses or technologies.
If additional funds are raised through the issuance of additional equity
securities, the percentage equity ownership of our stockholders will be reduced,
stockholders may experience dilution and these equity securities may have
rights, preferences or privileges senior to those of our common stockholders. We
cannot assure you that additional financing will be available when needed on
terms favorable to us, or at all. If adequate funds are not available or are not
available on acceptable terms, we may be unable to develop or enhance products,
unable to take advantage of future opportunities or respond to competitive
pressures.

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YEAR 2000 DISCLOSURE

     Many currently installed computer systems and software products are coded
to accept or recognize only two-digit entries in the date code filed. These
systems may recognize a date using "00" as the year 1900 rather than the year
2000. As a result, it has been necessary to update the computer systems and/or
software used by many companies and governmental agencies to comply with Year
2000 requirements so as not to risk system failure or miscalculations causing
disruptions of normal business activities. Most reports to date, however, are
that computer systems are functioning normally and the compliance and
remediation work accomplished leading up to the Year 2000 was effective to
prevent material problems. Computer experts have warned, however, that there may
still be residual consequences.

     We are exposed to the risk that the systems on which we depend to conduct
our operations are not Year 2000 compliant and we cannot assure you that any
Year 2000 problems will not result in disruptions.

     Based on initial reports, we believe that our information technology
systems, which include our hardware and software, and our non-information
technology systems, which include the telephone systems and other office
equipment we use internally, are Year 2000 compliant.

     In addition, to date, we have not experienced any significant problems
relating to the Year 2000 compliance of our major vendors. However, we cannot
assure you that these vendors will not experience a Year 2000 problem in the
future. In the event that any of them experience a Year 2000 problem and we are
unable to locate an acceptable alternative, our business would be harmed.

     Although our initial reports have not identified any material Year 2000
problems affecting our material third-party vendors, it is possible that certain
Year 2000 problems may have residual consequences or that our third-party
vendors were mistaken in certifying that their systems are Year 2000 compliant.
If we fail to fix our internal systems or to fix or replace material third-party
software, hardware or services on a timely basis, we may suffer lost revenues,
increased operating costs and other business interruptions, any of which could
have a material adverse effect on our business, results of operations and
financial condition.

     Although initial reports are that computer systems are functioning
normally, we cannot assure you that governmental agencies, utility companies,
Internet access companies, third-party service providers and others outside our
control will not develop Year 2000 problems. If those entities fail to be Year
2000 compliant, there may be a systemic failure beyond our control, such as a
prolonged Internet, telecommunications or electrical failure, which could have a
material adverse effect on our business, results of operations and financial
condition.

     Based on our assessment of our Year 2000 readiness, we do not anticipate
being required to implement any material aspects of a contingency plan to
address Year 2000 readiness of our critical operations.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS

     The following discusses our exposure to market risk related to changes in
interest rates and foreign currency exchange rates. This discussion contains
forward-looking statements that are subject to risks and uncertainties. Actual
results could vary materially as a result of a number of factors including those
set forth in the "Risk Factors" section of this prospectus.

  Interest Rate Risk

     Our exposure to market risk is for changes in interest rates for long-term
debt obligations. We use proceeds from these debt obligations to support general
corporate requirements, including capital expenditures and working capital
needs. We have interest rate exposure on our borrowings that bear variable
interest rates.

     As disclosed in the notes to our financial statements, our debt obligations
as of December 31, 1999, included a long-term, unsecured promissory note and a
credit facility with a financial institution including a one-year renewable term
loan and a revolving credit line. Interest rates on the promissory note are
fixed for specified intervals and will increase with time until the note
matures. During the period in which the note is outstanding, changes in
prevailing market rates could have an effect on operations and cash flows.
Interest rates on the credit facility float with the market. A hypothetical
10.0% change in prevailing interest rates

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<PAGE>
would have the effect of increasing or decreasing annual interest expense by
approximately $200,000 and would increase or decrease the fair value of
outstanding debt by approximately $900,000. Actual gains and losses in the
future may differ materially from that analysis, however, based on changes in
the timing and amount of actual interest rate movements.

     We invest our cash and cash equivalents in investment-grade, highly liquid
investments, consisting of money market instruments and bank certificates of
deposit. We anticipate using a portion of our proceeds from this offering to
retire our debt obligations to affiliates and financial institutions and to
invest the remainder in similar investment-grade and highly liquid investments
pending their use as described in this prospectus.

  Foreign Currency Exchange Rate Risk

     We have no derivative financial instruments. We do not materially transact
in foreign currencies, and there is no impact of currency fluctuations on our
operations. As we consider expanding our operations outside the U.S., we could
be exposed to fluctuations in exchange rates.

RECENT ACCOUNTING PRONOUNCEMENTS

     In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 133, Accounting for Derivative Instruments
and Hedging Activities, "SFAS No. 133." The new standard establishes accounting
and reporting standards for derivative instruments, including certain derivative
instruments embedded in other contracts, and for hedging activities. SFAS No.
133 is effective for the company beginning in fiscal 2001. Management does not
expect SFAS No. 133 to have a material effect on our financial position or
results of operations.

     In December 1999, the Securities and Exchange Commission issued Staff
Accounting Bulletin No. 101, Revenue Recognition, "SAB 101," which provides
guidance on the recognition, presentation and disclosure of revenues in
financial statements filed with the Securities and Exchange Commission. SAB 101
outlines the basic criteria that must be met to recognize revenues and provides
guidance for disclosure related to revenue recognition policies. Management
believes that its revenue recognition policies and practices are in conformance
with SAB 101.

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                                    BUSINESS

BUSINESS OVERVIEW

     We are a pioneer in the use of the Internet to conduct marketing research.
We believe the Internet has become a viable medium for conducting marketing
research, and we are well positioned to lead the transition to the Internet.
Founded in 1994, we performed our first Internet-based research project in 1995
and continue to be a leading provider of Internet-based marketing research.
Societal changes and today's complex business environment have accelerated
businesses' need for marketing research. We have developed products and services
that include custom research, syndicated research and easy-to-use, self-directed
research to address our clients' diverse marketing research needs. We believe
that the combination of our proprietary Internet-based technology, our
high-quality online respondent panels and experienced research professionals
produces faster, better and richer results than those obtained using offline
marketing research methods. Our Internet-based technology provides a highly
automated platform to perform a large volume of marketing research. Our
proprietary online research panels contain over 500,000 registered respondents
who have provided us with information allowing us to reach highly targeted
groups of people quickly and efficiently. Our experienced marketing researchers
use their knowledge of marketing research, our Internet-based technology and our
online panels to deliver marketing research information to our clients.

INDUSTRY OVERVIEW

  Growth and Acceptance of the Internet

     International Data Corporation, an information technology data and analysis
company, estimates the number of worldwide Internet users will grow from
196 million at the end of 1999 to 502 million at the end of 2003. Jupiter
Communications, a provider of e-commerce research, estimates the percentage of
households in the U.S. that will be online will increase from 44% in 1999 to 63%
in 2003. We believe this growth and acceptance of the Internet is principally
driven by the widespread adoption of personal computers and Web-enabled devices
as they have become increasingly prevalent and affordable. In addition, the cost
of Internet access has declined as Internet Service Providers have moved to
flat-rate and low- or no-cost rate structures.

     We believe the Internet has become an effective medium for conducting
marketing research because of its widespread growth and acceptance. Due to the
decreasing cost of personal computers and Web access, an increasingly diverse
group of people with demographics more reflective of the general population is
using the Internet. As a result, we believe marketing research conducted on the
Internet increasingly provides quality results that accurately reflect the
preferences of the general population and those segments of the population that
businesses want to understand better.

  Offline Marketing Research Industry

     Businesses rely on feedback from the marketplace to make decisions about
the products and services they offer. The more information businesses can gather
about their customers, their potential customers and their competition, the more
likely it is that they will be able to develop and sell products and services
that people will buy and use. Marketing research is a critical tool used to
gather the information that businesses need to make decisions regarding product
portfolios, advertising and promotion efforts and channels of distribution.
According to the European Society of Opinion and Marketing Research, an
independent trade association, approximately $13.4 billion was spent on
marketing research worldwide in 1998, a 10% increase from 1997.

     Marketing research requires expertise in designing, gathering, processing
and analyzing information in order to provide accurate and reliable feedback.
Methods generally used by offline marketing researchers include in-person and
telephone interviews and direct mail surveys. These methods are costly because
they involve time-consuming and labor-intensive efforts to find and interview
people and to process and analyze information. Data acquisition costs are also
high due to declining cooperation rates among offline survey participants.
According to a survey conducted by the Council for Marketing and Opinion
Research, an independent trade organization, the percentage of Americans
agreeing to participate in offline surveys

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<PAGE>
declined from 20% in 1995 to 14% in 1999. Marketing researchers have adopted
technology such as automated phone interviews and product scanner tracking in an
attempt to increase efficiencies in data collection and processing. However,
these methods still require a high degree of manual processing, remain
time-consuming and labor-intensive and do not address declining participation
rates.

     Societal changes and the complexity of today's business environment have
greatly increased demand for high-quality marketing research. Increased
competition, globalization of products, technological innovation and rapidly
changing consumer preferences and lifestyles have accelerated the need for
marketing information. The risk to marketing research in this environment is
that businesses will forgo spending on marketing research because the time and
cost outweighs its value. Because of the expense, marketing research has
historically been primarily affordable to FORTUNE 1000 companies and
prohibitively expensive for small and mid-sized businesses. We believe that
before the Internet became available as a research tool, the marketing research
industry was unable to satisfy the increasing demand for fast, affordable and
quality research.

  Online Marketing Research

     We believe the Internet is fundamentally changing the marketing research
industry and allowing researchers to better meet the challenges posed by today's
business environment. Using the Internet, marketing researchers can rapidly
access, collect and process large amounts of data from diverse groups. Online
marketing research lowers data acquisition costs and provides opportunities to
expand the market to include companies that previously could not afford the high
cost of research. The Internet provides direct access to potential survey
participants and offers a convenient and unique environment for participants to
view and respond to surveys.

     Internet-enabled survey methods speed up the information-gathering process
by preparing and delivering surveys and retrieving information electronically.
As surveys are completed, the results are captured and stored automatically.
These methods eliminate the need to print and distribute surveys and
substantially reduce the time required for entering and compiling data.

     Further, we believe the Internet provides a superior, cost-efficient
platform for marketing research. The Internet eliminates the time-consuming,
labor-intensive and costly processes associated with offline research,
significantly reducing the cost of each completed survey. Lower per-survey costs
allow online marketing researchers to collect more data from larger audiences.
With lower cost access to large groups, online researchers are able to reach and
provide information from highly targeted demographic segments at speed and costs
unavailable through offline research methodologies.

     It is our belief that the Internet also provides a unique and user-friendly
environment for conducting surveys. Internet-enabled surveys can accommodate a
variety of new media, including websites and streaming audio and video that
cannot be integrated into offline surveys. We believe that exposing participants
to these media allows researchers to capture feedback needed by marketers to
assess new product offerings and test new advertising messages more accurately.
Using the Internet, participants can complete surveys at their convenience and
are not subject to the bias that may be introduced by an interviewer. We believe
the convenience and anonymity offered by Internet surveys lead to richer, more
detailed responses.

  Challenges of Moving Marketing Research Online From Offline Methods

     Although the Internet presents a significant opportunity for marketing
researchers, transitioning from offline research to an online environment
presents substantial challenges. To use the Internet for marketing research,
companies must convert or abandon offline methodologies, develop Internet
expertise and invest in new infrastructure and technology. Marketing research
companies must also gain access to people who are online and willing to
participate in research. We believe that, to successfully compete in an online
environment, marketing research companies must develop online panels of survey
respondents and integrate their online panels with their online technologies.

     We believe that many marketing research firms that have attempted to
migrate to online methodologies have been unsuccessful. This is because of the
high investment costs required to develop new technologies

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<PAGE>
and expertise, a reluctance to abandon existing business models and a lack of
understanding about online panel building and the online environment. Most
offline marketing research companies rely on direct mail and telephone surveys
that are supported by dated technology systems, known as legacy systems. These
legacy systems cannot be modified to meet the particular demands of the Internet
and must be abandoned by companies attempting to conduct online marketing
research, often at high cost.

     We believe that many offline marketing research companies have not
recognized that, to be effective, online marketing research should be conducted
using panels of respondents who have provided the researcher with detailed
demographic information and who have given their permission to be surveyed.
Creating and maintaining online panels requires knowledge and expertise that
these companies have not gained by building and using offline panels or other
survey methods. We believe online panel building and maintenance requires an
understanding of online communities and Internet users which can be gained only
through years of online experience.

THE GREENFIELD ONLINE ADVANTAGE

     We are a pioneer in the use of the Internet as a foundation to build a
marketing research business. We were founded in 1994 and conducted our first
Internet-based marketing research project in 1995. Our early entry and
first-mover advantage have enabled us to develop a strong brand position for
Internet-based marketing research. We believe our five years of Internet
experience have provided us with a critical mass of knowledge and expertise,
which cannot be replicated without a similar investment of time and resources.
We believe that the combination of our Internet-focused technology, high-quality
online panels and experienced marketing research professionals provides us with
the ability to meet the challenges of the marketing research industry and
produce faster, better and richer results than can be obtained using offline
marketing research methods.

  Internet-Focused Technology

     We are a 100% Internet-enabled company. Since 1994, we have developed our
technology with the specific goal of harnessing the Internet to perform
marketing research. The technologies we have developed provide a highly
efficient platform to perform online marketing research and allow us to offer
research to a broad range of clients. Our core technology is our Web Research
Engine, comprised of three proprietary technologies: NetTap, Survey Wizard and
QuickTake. Our Web Research Engine allows us to reduce data acquisition costs by
expediting, and in some cases eliminating, many of the labor-intensive functions
of offline marketing research such as survey creation, identification of
potential respondents and data collection and input. Our technology also allows
us to deliver information faster than offline methods by automating
questionnaire design, reducing in-field survey time and facilitating data
collection and compiling. Using our technology, we believe we provide enhanced
services to our clients by conducting surveys that elicit detailed and accurate
information from the specific groups that match our clients' cost and timing
needs. Our technologies are also designed to be easy to use and eliminate the
need for highly skilled computer programmers to set up and process surveys.

  High-Quality Online Panels

     We have spent the last five years building, refining and investing in our
proprietary research panels. Our proprietary NetReach Internet recruiting
techniques enable us to build and replenish online panels comprised of
responsive and geographically and demographically diverse participants. We are
able to target very specific segments of our panels based on the marketing
research needs of our clients because each panelist has provided us with a
detailed personal profile comprised of up to 70 fields of information. We
believe that because each of our panelists has joined us voluntarily, we receive
timely and accurate responses to our surveys. The combination of our technology
and our online panels also significantly reduces the cost of conducting surveys
when compared with offline data collection methods. Response and participation
rates, sample gathering and survey delivery costs that impede offline research
have less impact on our marketing research because our online methodologies
permit us to identify, contact and survey additional respondents with minimal
cost and effort.

                                       36
<PAGE>
  Experienced Researchers

     Marketing research requires special skills and training due to the
complexity of developing and producing surveys that deliver reliable, actionable
data. Therefore, we require the involvement of experienced researchers at every
stage of the process, from the consultative sale to report delivery. We believe
that the relevant industry experience and the combined knowledge and expertise
of our researchers provide us with a distinct competitive advantage. As a
result, our researchers drive the decisions, technology and product development
of our company.

OUR STRATEGY

     Our goal is to expand our position as a leading Internet-based marketing
research company. We have developed a strategy to be the largest and most
recognized supplier of marketing research worldwide, measured by market share,
product quality, geographic coverage and strength of brand name. Our strategy is
to:

  Expand the Market

     Our strategy to expand the market for online marketing research is
threefold.

     o Convert users of offline marketing research to online research. We
       attract buyers of offline marketing research by demonstrating the
       advantages of Web-enabled marketing research and the superiority of our
       technology, panels and researchers. These advantages enable us to provide
       clients with a faster, better and richer marketing research solution.
       Since our inception, we have expanded our client base to include clients
       who have traditionally relied upon offline marketing research.

     o Grow sales to current clients. We intend to increase our sales to current
       clients by offering a comprehensive suite of marketing research products
       and services that will strengthen client loyalty and increase recurring
       revenues. We also establish long-term relationships with our clients by
       developing and marketing updated, subscription-based services as well as
       customized systems and online panels. By offering our clients
       comprehensive, continuing and customized services, we believe we will
       cultivate high-value relationships that increase client loyalty.

     o Expand addressable market. We also intend to expand our addressable
       market by developing and offering products and services at various price
       points to clients for whom marketing research has historically been
       prohibitively expensive. We intend to provide quality research not only
       to large FORTUNE 1000 corporations but also to small and mid-sized
       businesses, which have been traditionally underserved by the marketing
       research industry. To address the needs of this market, we will continue
       to develop a range of self-directed, Web-based products that allow our
       clients to quickly and cost effectively receive feedback on questions
       they need answered prior to or instead of committing substantial
       resources to larger research studies. We launched our first Web-based
       self-directed service, QuickTake.com, in February 2000. Visitors to
       QuickTake.com conduct surveys on their own and start obtaining results in
       a matter of hours. We will continue to develop online products and
       services that expand our market by providing more direct access to
       information.

  Build and Maintain Our High-Quality Online Research Panels

     We believe the most critical element of successful online marketing
research is panels that provide reliable, high-quality responses that accurately
mirror the opinions and attitudes of targeted groups. By building a quality
general consumer panel and highly targeted vertical panels, we believe that we
can accurately research both the general population and specific
hard-to-research demographic groups.

     We use our proprietary NetReach recruiting process to build and grow the
broadest and most representative panels. By providing access to highly targeted
panels and entering into strategic alliances with other companies to codevelop
or gain access to additional highly targeted panels, we intend to meet our
clients' need to target hard-to-research demographic groups. Through the
addition of demographic, lifestyle and other relevant panelist data, we
continuously improve our panels. We strive to preserve panelist participation
and longevity by building a sense of community and involvement among our panel
members.

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<PAGE>

We maintain panel relations programs featuring newsletters, personalized emails
and selected research results.

  Develop and Enhance Our Scalable, Proprietary Internet Technology

     Our proprietary Web Research Engine enables us to efficiently perform
marketing research and deliver results online. We continuously develop and
enhance our technology to maintain and improve the speed and reliability of our
marketing research services. Our efforts are initially focused on automating all
functions of the marketing research process. In the longer term, we intend to
continue to develop technologies that will enable us to introduce new products
and services. We also intend to continue to enhance our Web Research Engine and
our websites to ensure speed, sophistication, flexibility, functionality and
security.

  Attract and Retain High-Quality, Experienced Marketing Research Professionals

     As we grow our client base and increase the number of products and services
we offer, we will need to increase the number of experienced researchers to
service our clients. We believe that marketing researchers with significant
experience most effectively sell to and service our clients. To meet the
expected growth in our business, we intend to increase the number of people with
relevant industry experience through an aggressive recruiting campaign and an
internal referral program. In addition, we have implemented appropriate
performance-based compensation strategies to attract and retain research
professionals.

  Increase Brand Awareness

     Since inception, we have worked to build strong brand awareness among the
purchasers of marketing research. We strive to be the recognized authority in
marketing research. We believe that brand awareness increases our credibility,
increases demand for our services and positions us as the quality provider of
marketing research. We intend to continue to build our brand awareness through a
concerted effort that includes public relations campaigns as well as online and
offline advertising.

OUR WEB RESEARCH PLATFORM

     We believe the technologies and online panels we have developed provide a
highly efficient platform to perform online marketing research and allow us to
offer research to a broad range of clients.

  Web Research Engine

     Our core technology is our Web Research Engine. All of our products and
services rely on Internet technologies that we have developed or adapted to
collect, process, analyze and report marketing research information. These
integrated technologies, which seamlessly interface with each other and our
online panels, are what we call our Web Research Engine. Our Web Research Engine
is comprised of highly secure applications, an underlying database system and
QuickTake technology, which allow large numbers of surveys to be created,
gathered and processed efficiently. Our software was designed to be
user-friendly and compatible with a broad range of technologies. The key
components of our Web Research Engine are:

     Survey Wizard. Our Survey Wizard software allows us to create and execute
complex Web-enabled surveys that can incorporate sophisticated multimedia.
Survey Wizard allows our researchers to create surveys easily and efficiently
with commonly available desktop software. This technology automates the coding
of questions, generates Web-ready surveys, and collects and stores data. This
automation eliminates the need to employ numerous skilled programmers to code
each survey and reduces the time required to create Web surveys. Our Survey
Wizard software has features that enhance the quality of our surveys by reducing
the number of incomplete responses as well as the time and cost of editing.
Survey Wizard can dynamically control how information from respondents is
captured, thereby reducing inaccuracy and inconsistency in the data. By
directing different questions to the respondent based upon their prior answers,
Survey Wizard allows for a more custom and detailed set of responses.

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<PAGE>
     NetTap. NetTap is a proprietary set of database tools that provides a
user-friendly interface for executing marketing research studies. NetTap
seamlessly interfaces with Survey Wizard and our online panels and allows us to:

     o select a sample of respondents from our online panels;

     o generate email invitations to the selected sample;

     o publish surveys on the Web; and

     o collect, store and retrieve data.

     QuickTake. QuickTake is a 100% Web-based survey tool that allows us to
offer self-directed surveys for clients who need quick feedback. QuickTake
provides a Web-based interface and allows surveys to be conducted without the
use of a research staff. QuickTake is a powerful and user-friendly software tool
and features built-in functionality for easy navigation, flexible survey
formatting and real-time reporting of results. QuickTake can be used to perform
surveys among online audiences from the Web or from the user's own lists or
databases, such as employee groups, business partners, customers or website
visitors.

     Each of our proprietary technologies that makes up our Web Research Engine
allows users, either our researchers or our clients, to launch and monitor
surveys and compile survey data from their personal computers, eliminating the
multistep, multiperson processes used by offline marketing research firms.

  Greenfield Online Panels

     All of our products and services rely on online panels of respondents that
we have recruited to participate in our marketing research studies. Using
NetReach, our continuous, dynamic proprietary technique for building and
maintaining online respondent panels, we attract potential panelists from the
entire spectrum of the Internet. We also obtain new members from our
www.quicktake.com website. Upon completing a survey launched from QuickTake.com,
respondents are invited to become members of our Greenfield Online panels. The
only way someone can become a panel member is by registering at our panelist
website, www.greenfieldonline.com, and completing a demographic and lifestyle
profile. This registration process is completely voluntary and automates the
capture of detailed demographic and lifestyle information that is needed to
target the various populations that our clients want to research. Our panel
relations program encourages a commitment to participate by upholding strict
security and privacy standards and maintaining regular contact with our panel
members. All of our marketing research studies report aggregate information
about groups, not individuals. Individually identifiable information is never
reviewed or published as part of a research survey. The combination of our
recruiting techniques, registration process and panel relations program allows
us to have highly diverse and comprehensively profiled online panels that can
support a wide range of marketing research products and services.

     To date, we have recruited and registered over 500,000 respondents,
residing in households containing approximately 1.6 million people. We have
collected and maintain up to 70 fields of demographic and lifestyle information
from each of these respondents. We believe that the level of detail we have
compiled about these panelists and their households provides us with a strategic
advantage. Our NetReach recruiting program contrasts with the recruiting
strategies of many of our competitors who maintain larger databases but lack our
detailed profiles. Our online panels are comprised of:

     General Consumer Panel. Our large, general consumer panel consists of a
cross section of people who access the Internet from the U.S. and more than 100
other countries. This online panel is built and maintained through our panelist
website, www.greenfieldonline.com, which provides access to our surveys,
information relevant to our panel members and a means for communicating
questions or comments to us.

     Targeted Vertical Panels. Our vertical online panels target people
representing segments of the population that are important to the marketing
efforts of our clients, but who are difficult to reach through offline research
methods. These panels currently include college students, teens, mothers with
babies, gays and lesbians, pet owners and veterinarians, seniors, traveling
executives and future brides. We expect to continue to build additional targeted
vertical panels based on the research needs of our clients.

                                       39
<PAGE>
PRODUCTS AND SERVICES

     We offer a comprehensive suite of marketing research products and services
exclusively using Internet-based methodologies supported by our Web Research
Platform. We currently offer custom, syndicated and self-directed marketing
research.

<TABLE>
<CAPTION>

                                          PRODUCTS AND SERVICES

         CUSTOM RESEARCH                   SYNDICATED RESEARCH                SELF-DIRECTED RESEARCH
----------------------------------  ----------------------------------  ----------------------------------
<S>                                 <C>                                 <C>

Full-service quantitative and       Our research and data compiled and  Easy-to-use online research
qualitative research designed to    packaged for off-the-shelf or       designed by individual users
meet each client's specific needs   subscription sales to multiple
                                    clients

BRANDED SERVICES                    DIGITAL CONSUMER STUDIES            QUICKTAKE.COM
o FocusChat--online focus groups    o Market intelligence on selected   o A self-directed Internet-based
o MindStorm--online brainstorming     research topics                     survey tool that rapidly
PRIVATE-LABEL SERVICES                                                    captures feedback from general
o FieldSource--data collection      NETREACH VERTICAL MARKET STUDIES      or targeted audiences
  services for marketing            o Studies conducted among our
  researchers who have no or          NetReach vertical panels
  limited Internet research           representing hard-to-research
  capabilities                        groups
                                    DIGITAL CONSUMER STORE
                                    o Allows immediate online purchase
                                      of our Digital Consumer branded
                                      studies

                                          WEB RESEARCH PLATFORM

                                         GREENFIELD ONLINE PANELS
                                          General consumer panel
                                         Targeted vertical panels

                                           WEB RESEARCH ENGINE
                               Survey Wizard--automated survey preparation
                    NetTap--survey distribution and collection; panel member selection
                              QuickTake--Web-based self-directed survey tool
</TABLE>

  Custom Research

     Custom marketing research services include studies designed to elicit
information on topics specifically identified by a client from populations they
wish to target. Our clients generally invest in custom research to minimize the
risk associated with making decisions involving large expenditures for their
businesses. We believe that our experience base allows us to design marketing
research that elicits the accurate and reliable information our clients need to
make more informed decisions about their marketing efforts. Our custom research
services are based on proven quantitative and qualitative marketing research
principles.

                                       40
<PAGE>
     In contrast to companies that focus on one area of marketing research, such
as customer satisfaction, we offer a full range of custom research to help
marketers make decisions. We offer services to guide our clients' marketing
efforts, including new product development, advertising and promotion, customer
acquisition and retention and e-commerce strategies.

     For all of our custom research studies, we work closely with our clients to
understand their specific information needs. Based on our understanding of our
clients' needs and our experience in conducting online marketing research, we
design, execute and analyze research studies. The services we provide for a
typical custom research survey include questionnaire design, data collection and
processing, analysis and interpretation of results. Although we can use our
technology to collect and process data, we rely on our researchers to design and
analyze the research to provide high-quality information to our clients.
Questionnaires are designed by experienced research professionals who know how
to ask unbiased questions to elicit the specific information needed. Beyond
simply reporting the results, our researchers analyze and interpret the data to
help our clients understand what the results mean to their business.

     Branded Services. We have developed custom research services that rely on
proprietary techniques and technologies. The branded custom services we
currently offer are FocusChat and MindStorm, which are analogous to focus groups
and brainstorming in offline research services. We developed these services to
provide unique and efficient methods to collect and deliver custom research
services. By conducting these custom research services online, we eliminate the
travel costs associated with gathering together a group of people and a
moderator in one location to conduct the research sessions. Through the use of
our Internet-based technologies, we also significantly reduce the time
associated with compiling the data after the research is completed.

     o FocusChat. Group interviewing is a common research methodology used to
       explore ideas or gain in-depth insights among small groups of people,
       facilitated by a moderator. We conduct online group discussions for our
       clients, using FocusChat, our proprietary software. By conducting these
       group interviews online using FocusChat we can assemble and engage
       respondents, clients and the group moderator from around the world in a
       highly interactive discussion and provide the resulting transcripts for
       immediate review and analysis.

     o MindStorm. Brainstorming is a common research technique where
       participants engage in an open discussion without the leadership of a
       moderator. MindStorm is our proprietary software that acts as an online
       think tank. This software permits participants from around the world to
       brainstorm on a series of topics or questions that are posted on an
       electronic bulletin board. This technique creates an environment for
       unstructured discussion that provides our clients with realistic and
       detailed feedback. Using MindStorm, we can monitor the progress of the
       discussion, encourage and prompt participants to remain continuously
       engaged throughout the session and electronically capture the information
       and ideas formed by our participants for immediate review and analysis.

     Private-Label Services. We offer data collection services through our
FieldSource service for other marketing research companies that have no or
limited Internet research capabilities.

     o FieldSource. Through FieldSource, we expand the market for our services
       by providing marketing research and consulting companies with access to
       our online panels and our Web Research Engine. FieldSource enables these
       companies to buy market data collection services from a recognized source
       rather than building their own Internet-based marketing research
       capabilities. Many FieldSource clients are well-established marketing
       research companies that have developed long-standing customer
       relationships by providing expertise for a particular industry or highly
       specialized research. Through FieldSource, we can serve as a supplier to
       these marketing researchers rather than competing with them by building
       industry-specific expertise in-house at considerable cost.

                                       41

<PAGE>
  Syndicated Research

     We conduct research and create syndicated reports that we sell to multiple
clients on an off-the-shelf basis. These reports are of general interest to our
clients and enable them to find information without the expense of a custom
research study. We offer two types of syndicated information products: Digital
Consumer studies and NetReach vertical market studies. Digital Consumer studies
can be purchased online through our Digital Consumer store.

     Digital Consumer Studies. We have designed our Digital Consumer studies to
provide our clients with market intelligence about Internet commerce, consumer
use of the Internet and other topical issues. We select our research topics
based on market demand and our core competencies: in-depth knowledge of the
Internet and its impact upon consumers and the ability to access and research
hard-to-reach groups. This syndicated research is conducted among samples
derived from our panels. Once conducted and analyzed, the reports are made
generally available for purchase.

     To date, we have produced the following studies:

<TABLE>
<CAPTION>
           NAME                                                   TOPIC
--------------------------  ---------------------------------------------------------------------------------
<S>                         <C>
Brides Decide               Annual study of the purchasing decisions made by future brides
Dollars and $ense           Study about how consumers are using the Internet to fulfill their financial needs
e-Merging Music             Semiannual study of online music shoppers, with a supplement analyzing popular
                            music websites
Executives in Motion        Semiannual study of the products and services executives are using while on
                            business trips
Eye on Apparel              Semiannual study of online clothing shoppers, including an analysis of the top
                            clothing websites
Home for the Holidays       Annual study of online shopping and purchasing intentions for the holiday season
Lowdown on the Countdown    Study about Internet consumers' perspectives on the new millennium, including Y2K
                            fears and preparations
NetStyles                   Semiannual study of how Internet usage is changing family life, including
                            Internet usage in the U.S., Asia/Pacific, Australia, Canada, the United Kingdom
                            and other European countries
Ordering Groceries Online   Semiannual study about consumer reactions to online shopping
Picture Perfect             Study to understand the picture-taking habits of mothers and to examine the
                            growth and/or crossover to digital and Web-based photo activities
Shopping Index              Quarterly study of what Americans are buying and doing on the Internet
Surfing Seniors             Semiannual study of how the 55+ age group is using the Internet
Toy Purchasing Study        Study that examines the toy shopping and purchasing behaviors of mothers with
                            small children using our Moms & Babies panel
Website Evaluation          Study of opinions toward leading websites aimed at mothers
What Are the Odds?          Study profiling online and offline gamblers
</TABLE>

--------------------------------------------------------------------------------

     NetReach Vertical Market Studies. NetReach vertical market studies include
surveys conducted among our NetReach vertical market panels of hard-to-research
groups. Each vertical market study is designed to provide trends and in-depth
information about purchasing, media usage, lifestyle, brand and/or product
preferences about a particular NetReach vertical market. For our current
vertical market studies, we have entered into strategic relationships where we
combine our expertise with the experience of firms that help us gain access to
hard-to-research groups, maximize our understanding of these groups, establish
credibility through the use of their brand name and help us market these
studies. The studies are conducted and reported

                                       42
<PAGE>
on an ongoing basis. Clients can purchase our NetReach vertical market studies
individually or on a subscription basis. Our ongoing NetReach vertical market
studies currently include the Pulsefinder On-Campus Market Study and the Lesbian
& Gay Market Study.

     Digital Consumer Store. As an added convenience to our clients, we offer
our Digital Consumer branded studies for immediate purchase at the Digital
Consumer store on our website. Our Digital Consumer store allows us to deliver
our products to a broader audience. We intend to increase the number of research
products available for sale online.

  Self-Directed Research

     We believe the Internet affords new opportunities for easy-to-use,
cost-effective online research. The time and cost involved in executing
marketing research offline historically has meant that many small to mid-sized
companies could not afford research. We have developed Internet survey tools
that reduce the time and cost of marketing research, making research more
accessible to anyone who needs to gather information. We offer products and
services at various price points to address a wide range of needs. Combining our
knowledge and marketing research expertise with our understanding of the
Internet environment and technologies, we believe we offer superior
self-directed online research tools. We intend to continue to develop and refine
our self-directed products and services.

     QuickTake.com. In February 2000, we launched QuickTake.com, our 100%
Web-based self-directed research offering. At www.quicktake.com, users can
quickly and easily open an account, design a questionnaire of up to ten
questions and obtain access to broad or highly targeted audiences. QuickTake.com
allows users to rapidly design surveys or put together questions using templates
of commonly used research question formats. QuickTake.com offers options for
surveying between 50 and 500 people who meet specific demographic, geographic,
lifestyle or usage criteria in over 40 predefined categories. When a survey is
launched, real-time results are automatically compiled and can be viewed online
from a user's account. We believe QuickTake.com is especially useful for clients
who either cannot afford custom marketing research services, want only quick
feedback without the analysis our researchers provide or who require input
before making an investment in a larger custom marketing research project.

STRATEGIC BUSINESS RELATIONSHIPS

     We establish business relationships, both formal and informal, with
companies that we believe complement our business objectives in the following
areas:

     o Building and enhancing our online research panels;

     o Developing new products and services;

     o Strengthening and using our technological expertise; and

     o Increasing our brand awareness.

     Of the strategic business relationships that we have entered into, we
believe the following three relationships best meet the above criteria and
provide us with a competitive advantage.

     Forrester Research. We are a preferred provider of online marketing
research services for Forrester, a leading information technology research firm.
Through this relationship, we have the right to use Forrester's
Technographics(R) scale to classify our panelists, which enables us to target
people based on their attitudes toward technology. We believe that our
relationship with Forrester has enhanced our panels and targeting capabilities
as well as our overall market exposure.

     Flackett Stevens and Associates Ltd. Flackett Stevens and Associates Ltd.
is an international marketing research company that has developed a research
program for tracking the sale of baby products in Europe. We have an exclusive
agreement with Flackett Stevens to develop and market this program in the U.S.
We believe this relationship provides us with international exposure as well as
expands our existing syndicated services.

     YouthStream Media Networks, Inc. Through our relationship with YouthStream,
a media company, we have built a panel of over 30,000 college students and have
jointly developed an ongoing tracking study of this market. The agreement with
YouthStream provides us with the exclusive right to access this panel and all
marketing research derived from this panel. This relationship has helped us to
gain access to a market demographic that has traditionally been difficult to
research and to develop new products and services.

                                       43
<PAGE>
CLIENT DEVELOPMENT, MARKETING AND PUBLIC RELATIONS

  Client Development

     We have made a substantial investment in our client development
professionals to better serve our clients and service additional markets. Our
sales strategies are based on a consulting model in which we learn about our
clients' business needs so that we can help them purchase appropriate marketing
research. We believe this kind of selling is best accomplished by people with
professional training in marketing research methodologies and years of sales
experience. Trained professionals fully understand the client's business and how
specific marketing issues can be addressed by research. In addition, client
projects are often confidential and complex, requiring the establishment of a
relationship of trust with our clients. We recruit and maintain salespeople
experienced in marketing research. As of March 13, 2000, we employ 16 sales
professionals with an average of 17 years of marketing research experience. To
serve our clients locally, we have established an office in San Francisco,
California, and have client development representatives located in Redmond,
Washington; St. Louis, Missouri; and Chicago, Illinois.

  Marketing

     Our marketing activities are directed by an internal marketing department
and through the use of outside consultants. We employ an integrated marketing
approach to reinforce our brand and promote our products and services. This
marketing approach is comprised of:

     o Websites. We use our websites to build brand awareness and communicate
       with our clients, potential clients and panelists. Our advertising and
       marketing efforts direct clients and potential clients to our corporate
       website, www.greenfield.com. We use this website to introduce potential
       clients to our company. Our panel recruiting and survey website,
       www.greenfieldonline.com, helps us to build our various online panels,
       conduct surveys and create an atmosphere of community for participants.
       Our self-directed survey website, www.quicktake.com, markets, sells and
       executes our QuickTake services.

     o Advertising and Promotion. We build brand recognition and generate client
       leads in separate advertising campaigns for Greenfield Online and for
       QuickTake. We advertise in a variety of national print media, including
       magazines and newspapers, as well as trade journals and other industry
       publications. We also regularly mail promotional and survey materials to
       our clients and potential clients. In addition, we present at a number of
       trade shows and conferences. In September 1999, we hosted our Information
       Edge conference in San Diego, California. Planned as an annual event, the
       conference brings together senior marketing executives to network, share
       ideas and interact with industry leaders.

  Public Relations

     Through our internal public relations department and the use of two public
relations agencies, we have a vigorous, ongoing campaign of press releases.
These releases provide free research information of general or industry-specific
interest. Our research results have been featured in The Wall Street Journal,
USA Today, The New York Times, Business Week, NBC Nightly News and other major
media outlets.

TECHNOLOGY AND INFRASTRUCTURE

     Since 1994, we have spent and will continue to spend significant financial
and management resources to develop and build our robust, scalable user
interface and transaction processing system for conducting online marketing
research. Our system is based on internally developed proprietary software. Our
system has been designed around industry-standard architectures and has been
designed to reduce downtime in the event of outages or catastrophic occurrences.
Our technology infrastructure provides 24-hour-a-day, seven-day-a-week
availability. Our primary Web-survey and panel-management systems are hosted by
UUNET under a colocation service agreement which provides for redundant power
supply and communications systems. To maintain reliability and allow offline
survey development and analysis of panel and survey data, we are in the process
of replicating the functionality of the UUNET system at our Wilton, Connecticut
facility. Our Wilton facility is equipped with our own uninterruptible power
supply, heating, ventilation and fire suppression systems. Data is backed up on
a daily basis at both the UUNET and Wilton locations, and we routinely remove
backed-up data from our primary storage facilities.

     Regular capacity planning allows us to quickly upgrade existing hardware
and integrate new hardware to react quickly to a rapidly expanding member base
and increased traffic to our websites. Our in-house

                                       44
<PAGE>
technology group designs our system architecture and supervises its development
and deployment. We license commercially available technology when appropriate in
lieu of dedicating our own human or financial resources.

     We employ several layers of security to protect data transmission and
prevent unauthorized access. Strict password management and physical security
measures are followed. Computer emergency response team alerts are read and,
where appropriate, recommended action is taken to address security risks and
vulnerabilities. From time to time, we use the services of third-party computer
security experts. We rely on encryption and authentication technology licensed
from third parties to provide the security and authentication technology to
effect secure transmission of confidential information, including customer
credit card numbers. Advances in computer capabilities, new discoveries in the
field of cryptography or other developments may result in a compromise of the
technology used by us to protect customer transaction data. Any such compromise
of our security could harm our reputation and, therefore, our business. In
addition, a party who is able to circumvent our security measures could
misappropriate proprietary information or cause interruptions in our operations.

OUR CLIENTS

     Our client base has grown to a diversified group of over 350 clients from a
variety of industries. No one client accounted for 10% of our total revenues in
1999. Since January 1, 1998, at least 32 clients have purchased in excess of
$75,000 for online marketing research services from us, as listed below:


CONSUMER PACKAGED GOODS     TECHNOLOGY/INTERNET          ADVERTISING AGENCIES
-----------------------     -------------------          --------------------

CONSUMER SERVICES           HEALTHCARE/PHARMACEUTICALS   RESEARCH AND CONSULTING
-----------------           --------------------------   -----------------------

COMPETITION

     The marketing research industry is highly competitive and, while the
industry has existed for many years, the Internet-based marketing research
industry is new and rapidly evolving. We currently compete against other
marketing research companies and technology companies that have developed tools
for conducting marketing research. The primary competitive factors in our
industry include the quality and timeliness of research, the prices of products
and services and position in the marketplace. We believe we distinguish
ourselves from our competitors through a combination of our technology, superior
online panels and experienced marketing researchers.

     We expect competition to intensify as existing offline marketing research
firms recognize the significance of the Internet and as other companies already
engaged in Internet-based services recognize the potential revenue to be derived
from online marketing research. Our current competitors include:

<TABLE>
<CAPTION>
         OFFLINE MARKETING                         ONLINE MARKETING                      ONLINE RESEARCH
              RESEARCH                                 RESEARCH                           TOOL PROVIDERS
------------------------------------  ------------------------------------------  ------------------------------
<S>                                   <C>                                         <C>
  o Market Facts, Inc.                o Decision Analysts                         o InsightExpress L.L.C.
  o Millward Brown                    o Digital Marketing Services, Inc.          o MarketTools, Inc.
  o NFO Worldwide, Inc.               o Harris Interactive Inc.
  o The NPD Group, Inc.               o Millward Brown Interactive
                                      o NFO Interactive
                                      o The NPD Group Online Division
</TABLE>

                                       45
<PAGE>
OUR INTELLECTUAL PROPERTY

     We regard our copyrights, service marks, trademarks, trade dress, trade
secrets, proprietary technology and similar intellectual property as critical to
our success and rely on patent, trademark and copyright law, trade secret
protection, confidentiality and assignment of invention agreements and/or
license agreements with employees, customers, independent contractors, partners
and others to protect our proprietary rights. We strategically pursue the
registration of our trademarks and service marks in the U.S. and have applied
for and obtained registrations in the U.S. for some of our trademarks and
service marks, including Research Revolution, NetReach and FieldSource.
Greenfield Consulting Group, owns the names Greenfield and Greenfield Online,
holds a U.S. registration for the Greenfield mark and has applied for
registration of the Greenfield Online mark. We maintain an exclusive,
royalty-free license to the name Greenfield Online for Internet-based marketing
research and a license to use the Greenfield name as part of one of our
corporate domain names, www.greenfield.com. Greenfield Consulting Group does not
have effective trademark registration of the name outside the U.S. Effective
trademark, service mark, copyright and trade secret protection may not be
available in every country in which our products and services are made available
online.

     In August 1999, we were sued by Harris Interactive seeking, among other
things, to cancel our registration of the mark, Research Revolution. If this
claim were to be successful, or if we are otherwise prevented from using any of
our trademarks, our brand recognition and business may suffer. As a result, we
would have to make substantial expenditures to promote and rebuild our brand
identity and loyalty with our clients and members of our Internet panels.

EMPLOYEES

     As of March 13, 2000, we employed a total of 123 people. None of our
employees is represented by a collective bargaining agreement. We have not
experienced any work stoppages and consider our relationship with our employees
to be good.

FACILITIES

     The following table describes our facilities:

<TABLE>
<CAPTION>
                                              APPROXIMATE
                LOCATION                     SQUARE FOOTAGE             USE                  TERM OF LEASE
----------------------------------------  --------------------   -----------------   -----------------------------
<S>                                       <C>                    <C>                 <C>
15 River Road                             20,085 square feet     General office      October 20, 1999-
Wilton, CT                                                                           November 14, 2000
15 River Road                             30,203 square feet     General office      November 15, 2000, as
Wilton, CT                                in a building yet to                       adjusted - nine years from
                                          be constructed                             the commencement date
15 River Road                             3,083 square feet      Data center         October 20, 1999-
Wilton, CT                                                                           November 15, 2009, as
                                                                                     adjusted nine years from the
                                                                                     commencement date of the
                                                                                     30,500 square foot general
                                                                                     office lease
116 New Montgomery Street                 3,583 square feet      General office      January 9, 1998-
San Francisco, CA                                                                    December 1, 2004
</TABLE>

     We lease approximately 23,168 square feet for our corporate headquarters
and data center in Wilton, Connecticut. We will occupy this space while our
future corporate headquarters and principal operational facilites are under
construction. The landlord of our future headquarters has projected that the
building improvements for the general office space will be delivered to us on or
before August 15, 2000. We intend to complete our tenant improvements and occupy
the new facility before November 15, 2000, when the nine-year lease is scheduled
to begin.

     Effective December 1, 1999, we amended our lease for office space at 116
New Montgomery Street, San Francisco, California. The amendment increased our
space from 803 to 3,583 rentable square feet. The lease provides that the
landlord will make another 1,811 rentable square feet available to us so that we
may relocate to contiguous space on or before October 31, 2000. If the landlord
fails to make this space available, we have the option to terminate the lease.

                                       46
<PAGE>
     We lease all of our facilities and believe our current facilities are
adequate to meet our needs for the foreseeable future. We believe additional or
alternative facilities can be leased to meet our future needs on commercially
reasonable terms.

LEGAL PROCEEDINGS

     From time to time, we may become involved in litigation relating to claims
arising from our ordinary course of business. Except as discussed below, we
believe that there are no claims or actions pending or threatened, the ultimate
disposition of which would have a material adverse effect on us.

     On August 6, 1999, Harris Interactive Inc. filed a complaint against us in
the U.S. District Court for the Western District of New York. This complaint,
which was amended on September 23, 1999, seeks to have the registration of our
trademark Research Revolution cancelled and also seeks the following relief:

     o A declaratory judgment that Harris Interactive is not infringing our
       registered Research Revolution trademark (U.S. registration
       no. 2,267,753);

     o Unspecified monetary damages for alleged defamation and disparagment in
       connection with remarks made by one of our senior officers and
       third-party communications by our employees concerning Harris
       Interactive's business practices;

     o Unspecified monetary damages for our alleged intentional interference
       with Harris Interactive's contractual relationships with its customers in
       connection with third-party communications by our employees concerning
       Harris Interactive's business practices; and

     o Unspecified monetary damages for our alleged unfair competition by
       stating on our website that we have the world's largest Internet-based
       marketing research panel.

     In November 1999, we delivered a draft answer to the amended complaint to
Harris Interactive, denying all claims asserted in the amended complaint. No
date has been set for trial. We believe these claims are without merit, and we
intend to vigorously defend this lawsuit.

     Although resolution of these claims could cause us to expend significant
financial and managerial resources, which could adversely affect our business
operations, in our opinion, resolution of these matters will not have a material
effect on our financial position, results of operations or cash flows.

                                       47

<PAGE>
                                   MANAGEMENT

DIRECTORS AND EXECUTIVE OFFICERS

     The names, ages and positions of our executive officers and directors as of
March 13, 2000, are:

<TABLE>
<CAPTION>
NAME                                            AGE   POSITION
----------------------------------------------  ---   ----------------------------------------------
<S>                                             <C>   <C>
Rudy Nadilo(1)................................  46    Chairman of the Board, President and Chief
                                                        Executive Officer
Robert E. Bies................................  41    Chief Financial Officer and Treasurer
Jonathan A. Flatow............................  38    Vice President, Secretary and General Counsel
Stephen J. Cook...............................  53    Senior Vice President, Client Development
Susan Rosovsky................................  37    Senior Vice President, Research Operations
Leigh-Brindeland Bell.........................  37    Senior Vice President, Business Development
Alastair Bruce................................  37    Vice President, Client Development
Hugh Davis....................................  27    Vice President, Cool Technology
Jon G. Rubin..................................  42    Vice President, Marketing
Jeffrey Horing(2).............................  35    Director
Peter Sobiloff(3).............................  43    Director
Joel R. Mesznik(2)(3).........................  54    Director
Burton J. Manning(2)(3).......................  68    Director
</TABLE>

------------------

(1) Non-voting, ex-officio member of the Compensation Committee
(2) Member of the Audit Committee
(3) Member of the Compensation Committee

     Rudy Nadilo has served as our Chairman since August 1999 and as President
and Chief Executive Officer since September 1997. Mr. Nadilo was with
Information Resources, Inc., a marketing research company, serving as Senior
Vice President of Information Resources' first marketing department between 1993
and 1997 and as Vice President of Product Management and Business Development
between 1991 and 1993. Mr. Nadilo holds a B.F.A. from Emerson College and an
M.A. from Northwestern University.

     Robert E. Bies has served as our Chief Financial Officer since October 1999
and has been Treasurer since December 1999. Mr. Bies was with The Janis Group,
Inc., a solutions integration company, serving as Chief Financial Officer,
Secretary and Treasurer between 1997 and 1999 and as an independent Financial
Consultant from July 1996 to February 1997. He served in a variety of roles
while at Bionaire, Inc., an environmental air products company, between 1990 and
June 1996, including Senior Vice President and General Manager of U.S.
Operations. Mr. Bies holds a B.S. summa cum laude from Long Island University
and an M.B.A. with distinction from Hofstra University. Mr. Bies is a certified
public accountant licensed in New York.

     Jonathan A. Flatow has served as our Secretary since July 1999 and as Vice
President and General Counsel since March 1, 2000. Mr. Flatow was a Partner in
the law firm of Wake, See, Dimes & Bryniczka, which he joined in 1986 as an
Associate. Mr. Flatow holds a B.A. from Franklin & Marshall College and J.D.
from Pace University School of Law.

     Stephen J. Cook has served as our Senior Vice President, Client Development
since January 1998 and served as our Senior Vice President and Director,
Quantitative Research between 1996 and 1998. Between 1994 and 1996, Mr. Cook was
the principal of Prescription for Research, Inc., a private marketing research
company. Mr. Cook holds a B.S. from Long Island University.

                                       48
<PAGE>
     Susan Rosovsky has served as our Senior Vice President, Research Operations
since January 2000 and served as our Vice President, Client Services between
1998 and 2000 and our Director, Client Services in 1998. Between 1997 and 1998,
Ms. Rosovsky was Vice President and Group Head for Custom Research at Macro
International, a marketing research company. Ms. Rosovsky was Director,
Analytical Services for The NPD Group, a marketing research company, between
1992 and 1997. Ms. Rosovsky holds an A.A.S. from The Fashion Institute of
Technology in New York City and a B.S. from St. John's University.

     Leigh-Brindeland Bell has served as our Senior Vice President, Business
Development since January 2000 and served as our Vice President, Business
Development between 1997 and 2000. Between 1993 and 1997, Ms. Bell was employed
with Information Resources, Inc., serving first as Account Executive and then as
Director of Marketing. Ms. Bell holds an A.S. from the Art and Fashion Institute
and a B.S. from the University of San Francisco.

     Alastair Bruce has served as our Vice President, Client Development since
1998. Between 1995 and 1998, he served as U.S. Marketing Director-International
of NFO Worldwide, a marketing research company. He also served as Marketing
Manager of NFO between 1989 and 1995. Mr. Bruce holds a B.A. with honors from
Brooks College, Oxford University, England.

     Hugh Davis is a founder of Greenfield Online. He joined Greenfield
Consulting Group in September 1992. In October 1994, he became Director of
Online Research for Greenfield Online. In November 1998, he was promoted to Vice
President, Cool Technology, which is his current position. Mr. Davis holds a
B.S. from Fairfield University.

     Jon G. Rubin has served as our Vice President, Marketing since January
2000. Between 1997 and 2000, Mr. Rubin served as the Senior Vice President of
Strategic Planning of News America Marketing, a division of News Corporation, an
international media company. He was employed by Actmedia, Inc., an in-store
retail advertising and promotion company, serving as Vice President of New
Ventures between 1996 and 1997 and Vice President of Marketing between 1992 and
1996. Mr. Rubin holds his B.S. from the University of Tulsa and an M.B.A. from
The Darden School, University of Virginia.

     Jeffrey Horing has served as a member of our board of directors since May
1999. From its founding in 1995 to the present, Mr. Horing has served as a
Partner of InSight Capital Partners, a venture capital firm. From 1990 to 1994,
Mr. Horing served as a Technology Analyst at E.M. Warburg, Pincus, an investment
banking firm. Mr. Horing is also a director of Exchange Applications, Inc. He
holds a B.S.E. and B.S. from the University of Pennsylvania's Moore School of
Engineering and The Wharton School of Business and an M.B.A. from the M.I.T.
Sloan School of Management.

     Peter Sobiloff has served as a member of our board of directors since May
1999. Mr. Sobiloff has been a General Partner of InSight Capital Partners, a
venture capital company, since 1998. Mr. Sobiloff served as Senior Executive at
i2 Technologies, a software company, from 1997 to 1998. From 1995 to 1997,
Mr. Sobiloff served as President of Think Systems, Inc., a software company that
was acquired by i2 Technologies He holds a B.A. from Baruch College.

     Joel R. Mesznik has served as a member of our board of directors since May
1999. He has been President of Mesco Ltd., a consulting company, since 1990. He
is also a director of TRM Corporation and Resource Asset Investment Trust.
Mr. Mesznik holds a B.S. from the City University of New York and an M.B.A. from
Columbia University Graduate School of Business.

     Burton J. Manning has served as a member of our board of directors since
May 1999. From March 1998 to the present, he has also served as President of
Brookbound, Inc., a consulting company. Mr. Manning was with J. Walter Thompson
Co. Worldwide, an advertising firm, serving as Chairman of the board of
directors from January 1997 to December 1997 and as Chairman and Chief Executive
Officer between 1987 and 1996. Mr. Manning also serves on the board of directors
of International Specialty Products, Inc.

                                       49
<PAGE>
CLASSIFIED BOARD

     Our restated certificate of incorporation provides for a classified board
of directors of six members consisting of three classes of directors, each
serving staggered three-year terms. As a result, a portion of our board of
directors will be elected each year. To implement the classified structure,
prior to the completion of this offering, two of the nominees to the board will
be elected to one-year terms, two will be elected to two-year terms and two will
be elected to three-year terms. After this offering, directors will be elected
for three-year terms. Peter Sobiloff and Burton J. Manning have been designated
Class I directors whose terms expire at the 2001 annual meeting of stockholders.
Joel R. Mesznik and                     have been designated Class II directors
whose terms expire at the 2002 annual meeting of stockholders. Rudy Nadilo and
Jeffrey Horing have been designated Class III directors whose terms expire at
the 2003 annual meeting of stockholders. See "Description of Capital
Stock--Delaware Antitakeover Law and Certain Charter and Bylaw Provisions."

     Executive officers are appointed by the board of directors on an annual
basis and serve until their successors have been duly elected and qualified.
There are no family relationships among any of our directors.

BOARD COMMITTEES

     Our board of directors has established an audit committee and a
compensation committee.

     According to its formal charter, adopted in accordance with the rules of
the National Association of Securities Dealers, our audit committee reviews our
internal accounting procedures, engages our independent accountants and consults
and reviews the services provided by our independent accountants. The audit
committee currently consists of Messrs. Horing, Manning and Mesznik.

     The compensation committee reviews and recommends to the board compensation
and benefits for all of our executive officers and establishes and reviews
general policies relating to compensation and benefits of our employees. The
compensation committee currently consists of Messrs. Mesznik, Sobiloff and
Manning, with Mr. Nadilo serving as a non-voting ex-officio member. Mr. Nadilo
participates in all decisions regarding salaries and incentive compensation for
all employees and consultants, except that he is excluded from discussions
regarding his own salary and incentive compensation.

     None of Messrs. Horing, Manning or Sobiloff has been an officer or employee
of our company. Mr. Mesznik has been engaged as an independent consultant by us
to provide financial and managerial consulting services since May 1999.

BOARD COMPENSATION

     Our employee directors receive no compensation for service on our board of
directors. Prior to February 2000, each nonemployee director, other than
Mr. Manning, was granted options to purchase 750 shares of our common stock, at
the option price established by our board at the time of issuance, for each
board meeting attended. The exercise price per share for these options equaled
the fair market value of the common stock on the date of grant as determined in
good faith by our board of directors. On May 17, 1999, Mr. Manning was granted
options to purchase 92,000 shares of our common stock at an exercise price of
$0.305 per share for his service on our board. In March 2000, we replaced our
prior nonemployee director stock option program by adopting our 2000 Directors
Stock Option Plan. This plan provides for a nondiscretionary initial grant of
20,000 stock options and a nondiscretionary grant of 4,000 stock options to each
member of our board at each annual board meeting if the member is a member of
the board on the date of the meeting and has served continuously as a member of
the board since the date of the member's initial grant. If the member was
ineligible to receive an initial grant, then the member must serve continuously
as a member of the board since the effective date of this offering. The stock
options granted as director compensation under the 2000 Directors Stock Option
Plan are granted at fair market value and vest 50% immediately upon issuance of
the grant and 25% on each anniversary of the grant if the director is still
serving on our board.

                                       50
<PAGE>
     Each nonemployee director is entitled to be reimbursed the reasonable costs
and expenses incurred in attending board meetings. We do not currently provide
additional cash compensation for committee participation or special assignments
of the board of directors.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

     The members of our compensation committee are Messrs. Mesznik, Sobiloff and
Manning. Prior to establishing the compensation committee, the board of
directors as a whole performed the functions delegated to the compensation
committee. No member of the board of directors or the compensation committee
serves as a member of the board of directors or compensation committee of any
entity that has one or more executive officers serving as a member of our board
of directors or compensation committee.

EXECUTIVE COMPENSATION

     The following table sets forth the total compensation we paid to our Chief
Executive Officer and our next most highly compensated executive officers, whose
total compensation exceeded $100,000 for 1999.

                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
                                                                            ANNUAL COMPENSATION        LONG-TERM
                                                                        ---------------------------    COMPENSATION
                                                                                        BONUS            AWARDS
                                                                                      AND OTHER        SECURITIES
                                                                                       ANNUAL          UNDERLYING
                                                             FISCAL                 COMPENSATION        OPTIONS
               NAME AND PRINCIPAL POSITION                    YEAR       SALARY          ($)              (#)
----------------------------------------------------------   -------    --------    ---------------    ------------
<S>                                                          <C>        <C>         <C>                <C>
Rudy Nadilo
  Chairman, President and Chief Executive Officer.........      1999    $248,882      $ 2,400,000(1)      887,150
Robert E. Bies
  Chief Financial Officer and Treasurer...................      1999(2)   30,288           15,000         206,000
Stephen J. Cook
  Senior Vice President, Client Development...............      1999     123,077          268,944(1)      194,950
Susan Rosovsky
  Senior Vice President, Research Operations..............      1999      90,712           74,650         204,950
Leigh-Brindeland Bell
  Senior Vice President, Business Development.............      1999     102,154           78,000         204,950
Alastair Bruce
  Vice President, Client Development......................      1999      94,315           74,465         190,950
</TABLE>

------------------
(1) Amounts include $2.25 million and $125,000 received by Mr. Nadilo and
    Mr. Cook, respectively, related to bonuses paid for successful consummation
    of our management buyout on May 17, 1999.

(2) Mr. Bies began his employment with us in October 1999 at an annual salary of
    $175,000.

                                       51
<PAGE>
                     OPTION GRANTS DURING FISCAL YEAR 1999

     The following table sets forth information concerning grants of stock
options to each of the named executive officers above during 1999.

<TABLE>
<CAPTION>
                                                                                                POTENTIAL REALIZABLE
                                                                                              VALUE AT ASSUMED ANNUAL
                                                                                              STOCK APPRECIATION RATE
                                       NUMBER OF     PERCENT                                   FOR INDIVIDUAL GRANTS
                                       SECURITIES    OF TOTAL      EXERCISE                        OPTION TERM($)
                                       UNDERLYING    OPTIONS       PRICE PER    EXPIRATION    ------------------------
                NAME                   OPTIONS(#)    GRANTED(%)    SHARE($)       DATE            5%           10%
------------------------------------   ----------    ----------    ---------    ----------    ----------    ----------
<S>                                    <C>           <C>           <C>          <C>           <C>           <C>
Rudy Nadilo.........................     687,150        18.06%       $0.31       08/06/09     $2,075,942    $3,431,767
                                         200,000         5.26         0.87       12/06/09      3,253,194     5,283,234
Robert E. Bies......................     206,000         5.42         0.51       11/06/09      1,884,765     3,063,404
Stephen J. Cook.....................     184,950         4.86         0.31       08/06/09        558,751       923,678
                                          10,000          .26         0.87       12/06/09        162,660       264,162
Susan Rosovsky......................     184,950         4.86         0.31       08/06/09        558,751       923,678
                                          20,000          .53         0.87       12/06/09        325,319       528,323
Leigh-Brindeland Bell...............     184,950         4.86         0.31       08/06/09        558,751       923,678
                                          20,000          .53         0.87       12/06/09        325,319       528,323
Alastair Bruce......................     184,950         4.86         0.31       08/06/09        558,751       923,678
                                           6,000          .16         0.87       12/06/09         97,596       158,497
</TABLE>

     All options granted to these executive officers in the last fiscal year
were granted under the 1999 Stock Option Plan. Grants issued to these executive
officers prior to March 2000 were issued under the original form of
Non-Qualified Stock Option Agreement. Our board of directors approved an
amendment to our 1999 Stock Option Plan on March 3, 2000, which was approved by
a majority of our shareholders on March 6, 2000. Options issued subsequent to
this amendment were and will be issued under the revised option form. For
options issued to officers and employees, one-quarter of the shares vest and
becomes exercisable on the first anniversary of the date of grant, and an
additional one-eighth of the shares vest each six months after the first
anniversary. All individuals granted options under the 1999 Stock Option Plan
are required to agree to the terms of our shareholders' agreement originally
dated May 17, 1999. That agreement provides that if an employee or officer of
Greenfield Online is terminated, we may, but are not required to, repurchase his
or her shares. All options were granted at fair market value as determined in
good faith by our board of directors on date of grant. We have never granted
stock appreciation rights.

     The potential realizable value shown in the table above represents
hypothetical gains that could be achieved for the options if exercised at the
end of the option term and assuming that the fair market value of the common
stock on the date of grant appreciates at 5% and 10% over the ten-year option
term and that the option is exercised and sold on the last day of its option
term for the appreciated stock price. The assumed 5% and 10% rates of stock
price appreciation are provided in accordance with rules of the Securities and
Exchange Commission and do not represent our estimate or projection of our
future common stock price. Actual gains, if any, on stock option exercises will
depend on the future performance of our common stock. As of March 13, 2000, we
granted options to acquire up to an aggregate of 4,207,350 shares of our common
stock to our employees and directors, all under the 1999 Stock Option Plan and
all at an exercise price equal to the fair market value of our common stock on
the date of the grant as determined in good faith by our board of directors.

  AGGREGATE OPTION EXERCISES IN FISCAL 1999 AND FISCAL YEAR END OPTION VALUES

     The following table sets forth the number of shares acquired and the value
realized upon the exercise of stock options during fiscal 1999 and the number of
shares of common stock subject to exercisable stock options held as of
December 31, 1999, by the named executive officers. There was no public trading
market for our common stock as of December 31, 1999. Accordingly, these values
of exercisable and unexercisable in-the-money options have been calculated on
the basis of the fair market value of the common stock at

                                       52
<PAGE>
December 31, 1999, which was $     per share, as determined by management, less
the applicable exercise price per share, multiplied by the number of shares
underlying such options.

<TABLE>
<CAPTION>
                                                             NUMBER OF SECURITIES
                                                            UNDERLYING UNEXERCISED                   VALUE OF UNEXERCISED
                       SHARES                                   OPTIONS AS OF                     IN-THE-MONEY OPTIONS AS OF
                      ACQUIRED ON                             DECEMBER 31, 1999                       DECEMBER 31, 1999
                      EXERCISE         VALUE         ------------------------------------    ------------------------------------
       NAME              (#)         REALIZED ($)    EXERCISABLE (#)    UNEXERCISABLE (#)    EXERCISABLE ($)    UNEXERCISABLE ($)
-------------------   -----------    ------------    ---------------    -----------------    ---------------    -----------------
<S>                   <C>            <C>             <C>                <C>                  <C>                <C>
Rudy Nadilo........      --              --              --                    887,150            --               $
Robert E. Bies.....      --              --              --                    206,000            --
Stephen J. Cook....      --              --              --                    194,950            --
Leigh-Brindeland
  Bell.............      --              --              --                    204,950            --
Susan Rosovsky.....      --              --              --                    204,950            --
Alastair Bruce.....      --              --              --                    190,950            --
</TABLE>

     The table below sets forth what the value of exercisable and unexercisable
in-the-money options would have been for each named executive officer assuming
that the fair market value of our common stock was $      , which was the
initial public offering price of the shares offered hereby, on the date of the
exercise.

<TABLE>
<CAPTION>
                                                                                            VALUE OF UNEXERCISED
                                                                                          IN-THE-MONEY OPTIONS AT
                                                                                             DECEMBER 31, 1999
                                                                                    ------------------------------------
       NAME                                                                         EXERCISABLE ($)    UNEXERCISABLE ($)
---------------------------------------------------------------------------------   ---------------    -----------------
<S>                                                                                 <C>                <C>
Rudy Nadilo......................................................................        --                $
Robert E. Bies...................................................................        --
Stephen J. Cook..................................................................        --
Leigh-Brindeland Bell............................................................        --
Susan Rosovsky...................................................................        --
Alastair Bruce...................................................................        --
</TABLE>

STOCK PLANS

  1999 Stock Option Plan

     Our 1999 Stock Option Plan was adopted by our board of directors and
shareholders on May 12, 1999, and amended by our board of directors on March 3,
2000 and subsequently approved by our shareholders on March 6, 2000. The plan
allows our employee directors, officers, employees and consultants to acquire
our common stock. The options granted under the plan may be designated as either
"incentive stock options," intending them to be subject to the provisions of
Section 422 of the Internal Revenue Code of 1986, as amended, or "nonqualified
stock options," in the discretion of our board of directors. The number of
options available under the plan, as amended, shall not exceed 6,238,550 shares
of common stock.

     Under the plan, as of March 13, 2000:

     o options to purchase 4,193,350 shares of common stock have been issued,
       net of forfeitures, all of which are nonqualified;

     o options to purchase a total of 1,335,500 shares have been exercised;

     o options to purchase a total of 2,857,850 shares at a weighted average
       exercise price of $1.02 per share remain outstanding; and

     o 2,045,200 shares remain available for future option grants.

     Nonemployee directors are not eligible for option grants under this plan.
To the extent an optionee has the right in any calendar year to exercise for the
first time one or more incentive stock options for shares having an aggregate
fair market value in excess of $100,000, these excess options shall be treated
as nonstatutory stock options.

                                       53
<PAGE>
     On March 3, 2000, our board of directors also approved the First Amendment
to Non-Qualified Stock Option Agreement between us and each of the following
senior managers: Messrs. Nadilo, Cook, Bies, Bruce, Rubin and Flatow and
Mesdames Rosovsky and Bell with respect to change in control provisions.

     The plan is administered either by our board of directors or a committee
appointed by our board of directors. The administrator determines the terms of
options granted under the plan, including the number of shares subject to the
option, the exercise price, terms and exercisability. The exercise price of all
incentive stock options granted under our plan must be at least equal to the
fair market value of our common stock on the date of grant. The exercise price
of any stock option granted to an optionee who owns stock representing more than
10% of the voting power of our outstanding capital stock must equal at least
110% of the fair market value of the common stock on the date of grant. Payment
of the exercise price may be made in cash, delivery of shares of our common
stock or other consideration determined by the administrator. The administrator
determines the terms of options granted under the plan, which generally are
those contained in the standard form of option adopted by the board of
directors, but which may include additional terms such as reload rights. The
term of a stock option granted under our plan may not exceed ten years, but the
term of incentive stock options may not exceed five years for 10% stockholders.
No option may be transferred by the optionee other than by will or the laws of
descent or distribution. Each option may be exercised during the lifetime of the
optionee, but only by that optionee.

     In the event of any change in control of our company, the plan requires
that each outstanding option be assumed or an equivalent option substituted by
the successor corporation. Further, under the First Amendment to Non-Qualified
Stock Option Agreement, our board granted the senior managers accelerated
vesting benefits in the event of a corporate transaction, as that term is
defined in the First Amendment. A corporate transaction generally includes the
sale, reorganization or merger of our company. All of the options held by a
senior manager will vest and be exercisable for 60 days if, within one year of a
corporate transaction, either of the following occur:

     o the senior manager's employment is terminated by the successor
       corporation without cause, or

     o the senior manager resigns from the successor corporation for good
       reason, as that term is defined in the First Amendment.

     The administrator has the authority to amend or terminate the plan as long
as this action does not adversely affect any outstanding option. Majority
stockholder approval is required for an amendment to increase the number of
shares subject to the plan.

     If not terminated earlier, the plan will terminate in 2009.

  2000 Employee Stock Purchase Plan

     Our 2000 Employee Stock Purchase Plan was adopted by our board of directors
and shareholders on March 3, 2000. A total of 200,000 shares of common stock has
been reserved for issuance under the plan. The plan, which is intended to
qualify under Section 423 of the Internal Revenue Code, generally will be
implemented in a series of offering periods of six-month duration with new
offering periods (other than the first offering period) commencing on each
subsequent January 1 and July 1, with the last day of each period being
designated as a purchase date. The first offering period will commence on the
date that is 90 days after the effective date of this offering and continuing
through December 31, 2000. The plan will be administered by our board of
directors or a committee appointed by our board of directors. Our employees
(including officers and employee directors) or employees of any subsidiary are
eligible to participate if they are employed by us or any subsidiary for at
least 20 hours per week and more than 5 months per year. The plan permits
eligible employees to purchase common stock through payroll deductions, which
may not exceed 10% of an employee's compensation, at a price equal to the lower
of 85% of the fair market value of our common stock at the beginning of the
offering period or the purchase date. Employees may end their participation in
the offering at any time prior to the last business day of the offering period,
and participation ends automatically on termination of employment with us. In
addition, participants may decrease their level of payroll deductions once
during an offering period.

                                       54
<PAGE>
     Our board of directors may amend or terminate the plan as long as any
outstanding rights to purchase stock thereunder are not adversely affected. If
not terminated earlier, the plan will terminate on June 30, 2006.

  2000 Directors Stock Option Plan

     Our 2000 Directors Stock Option Plan was adopted by our board of directors
and shareholders in March 2000. A total of 150,000 shares of common stock has
been reserved for issuance under the plan, which provides for the grant of
nonstatutory stock options to our nonemployee directors. The plan is designed to
work automatically without administration. The plan becomes effective on the
effectiveness of the registration statement relating to this offering.

     The plan provides that each person who is or becomes a nonemployee director
will be granted a nonstatutory stock option to purchase 20,000 shares of common
stock on the later of the date on which the optionee first becomes a nonemployee
director and the effective date of the plan (the trigger date). On the date of
each annual meeting of our stockholders after the nonemployee director begins to
serve on our board, he or she will be granted an option to purchase 4,000 shares
of common stock if, on that date, he or she has continuously served on our board
of directors since his or her trigger date.

     The plan sets neither a maximum nor a minimum number of shares for which
options may be granted to a nonemployee director but does specify the number of
shares that may be included in any grant and the method of making a grant.
Optionees may not transfer options granted under the plan except by will or the
laws of descent or distribution or under a qualified domestic relations order.
Each option is exercisable, during the lifetime of the optionee, but only by
that optionee or his or her guardian or legal representative, unless otherwise
permitted. All options granted under this plan are exercisable 50% on the first
anniversary of the grant and 25% on each subsequent anniversary of the grant as
long as the nonemployee director continues to serve on our board of directors.
The exercise price of all stock options granted under the plan will be equal to
the fair market value of a share of our common stock on the date of the grant of
the option. Options granted under the plan have a term of ten years.

     In the event of the dissolution or liquidation of our company, a sale of
all or substantially all of our assets, the merger of us with or into another
corporation in which we are not the surviving corporation or any other capital
reorganization in which more than 50% of our voting shares are exchanged, all
options granted under the plan accelerate and become fully exercisable. These
options must be exercised within seven months of the closing of the transaction.

     Our board of directors may amend or terminate the plan as long as any
outstanding rights to purchase stock thereunder are not adversely affected,
absent optionee consent. If not terminated earlier, the plan will terminate in
2010.

EMPLOYMENT AGREEMENTS

     We have entered into employment agreements with each of our named executive
officers. Our agreement with Mr. Nadilo, which we amended and restated in
March 2000, is for a term of four years from the effective date of May 17, 1999,
during which we may only terminate Mr. Nadilo's employment for cause. The
agreement provides for an annual base salary of $250,000 and provides that if we
terminate him without cause, he will receive his base salary, paid in monthly
installments, payable for one year or until he finds other employment during
this one-year period. The employment agreements with our other named executive
officers provide for no fixed term of employment, may be terminated at any time
and provide for base salaries as follows: Mr. Bies ($175,000); Mr. Cook
($125,000); Ms. Rosovsky ($110,000); Ms. Bell ($110,000); and Mr. Bruce
($90,000).

     In addition, each of our agreements with our named executive officers:

     o provides for participation in any performance-based bonus programs that
       we make available to senior management;

                                       55
<PAGE>
     o prohibits the named executive officer, during his or her employment with
       us and for a period of five years thereafter, from disclosing
       confidential information;

     o requires the named executive officer to transfer to us any inventions he
       or she develops during his or her employment;

     o prohibits the named executive officer from competing with us, disparaging
       us or hiring our employees for one year after termination; and

     o provides for payment of 30 days of base salary if we terminate the named
       executive officer without cause.

     In addition, our agreement with each of Mr. Cook and Mr. Bies contains a
severance provision. If we terminate either Mr. Cook or Mr. Bies without cause,
we will pay their base salary for up to six months from the date of termination
or until they find other employment during this six-month period.

LIMITATION ON LIABILITY AND INDEMNIFICATION

     Our restated certificate of incorporation limits the liability of our
directors to the maximum extent permitted by the Delaware General Corporation
Law. The Delaware General Corporation Law generally provides that the personal
liability of a director for monetary damages for breach of his or her fiduciary
duties as a director may be eliminated, except for:

     o any breach of the director's duty of loyalty to a corporation or its
       stockholders;

     o acts or omissions not in good faith or that involve intentional
       misconduct or a knowing violation of law;

     o unlawful payments of dividends or unlawful stock repurchases, redemptions
       or other distributions; or

     o any transaction from which the director derived an improper personal
       benefit.

     Our restated bylaws provide that we may indemnify our directors and
officers and may indemnify our other employees and agents to the fullest extent
permitted by Delaware law. We believe that indemnification under our restated
bylaws covers at least negligence and gross negligence on the part of
indemnified parties.

     We have obtained directors' and officers' insurance providing
indemnification for our directors, officers and some of our employees for
specified liabilities. We believe that this insurance is necessary to attract
and retain qualified directors and officers.

     At present, there is no pending litigation or proceeding involving any of
our directors, officers, employees or agents where indemnification will be
required or permitted. We are not aware of any threatened litigation or
proceeding that might result in a claim for indemnification.

                                       56

<PAGE>
                 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

MANAGEMENT BUYOUT AND LEVERAGED RECAPITALIZATION TRANSACTION

     On May 17, 1999, our management team and a group of new investors executed
a management buyout of our company in which approximately 97% of our outstanding
common stock was acquired by Greenfield Holdings, a company formed specifically
to execute the management buyout, and other investors. The transaction involved
a series of agreements:

     o Stock Purchase, Sale and Redemption Agreement. Under this agreement,
       Greenfield Holdings purchased securities for a purchase price of
       $8,863,548, which, adjusted for stock splits and reflecting the
       conversion to common, gave them 21,855,150 shares of our common stock.

     o Promissory Note. Under this note, Greenfield Holdings loaned us
       $14,136,452 that we used in part to redeem 94.5% of outstanding stock
       then owned by one of our founders, Andrew Greenfield. This note must be
       paid in full upon completion of this offering.

     o Stock Purchase, Consent and Waiver Agreement. We used a portion of the
       proceeds of the loan granted to us by Greenfield Holdings to loan
       Mr. Nadilo, our Chairman, President and Chief Executive Officer, and
       Mr. Davis, our Vice President, Cool Technology, $425,075 and $75,013,
       respectively, to allow them to purchase Mr. Greenfield's remaining shares
       of common stock. Adjusted for stock splits and reflecting the conversion
       to common, the purchase gave them 1,048,050 and 184,950 shares,
       respectively, of our common stock as of March 3, 2000. We have the right
       to repurchase this stock for its original purchase price from either one
       of Mr. Nadilo or Mr. Davis if his employment terminates for any reason.
       The restrictions on the stock lapse and the stock becomes vested 25% one
       year after the management buyout and 12.5% each six-month period
       thereafter until four years have expired. For Mr. Nadilo, the expiration
       of these restrictions will accelerate on 75% of his stock if we sell the
       stock or all or substantially all of the assets of our company. For
       Mr. Davis, the expiration of these restrictions will accelerate on 50% of
       his stock if we sell the stock or all or substantially all of the assets
       of our company. The stock purchased by Messrs. Nadilo and Davis is
       pledged to us to secure the repayment of their loans.

AGREEMENTS WITH ANDREW GREENFIELD AND AFFILIATED ENTITIES

     We are party to a number of agreements with Andrew Greenfield, a founder of
our company, and with Greenfield Consulting Group, Digital Idea, Inc. and
Strategic Focus, Inc., all entities controlled by Mr. Greenfield. The agreements
are:

     o Forfeiture Agreement. Under this agreement, made as part of our Stock
       Purchase, Sale and Redemption Agreement with Greenfield Holdings when we
       redeemed 94.5% of Mr. Greenfield's stock, he agreed that if Greenfield
       Consulting Group did not refer a minimum of $2,500,000 of online research
       business to us by May 17, 2001, he would be subject to forfeiting up to
       493,200 shares of common stock determined on a sliding scale based on the
       actual business referred.

     o Non-competition Agreement. Under this agreement, made as part of our
       Stock Purchase, Sale and Redemption Agreement with Greenfield Holdings,
       Mr. Greenfield agreed that, until March 17, 2002, he will not be employed
       by, own an interest in, or finance any company that provides quantitative
       or qualitative research over the Internet. Mr. Greenfield was granted the
       individual right to conduct qualitative marketing research over the
       Internet as long as he used our services exclusively, provided our
       services were available on fair and reasonable terms as measured by
       industry custom.

     o Greenfield Consulting Group Agreement. In December 1999, we entered into
       a two-year agreement in which Digital Idea agreed to purchase, at reduced
       rates, qualitative and quantitative market research data from us. Under
       this agreement, we agreed not to enter into any exclusive provider
       arrangement with any other Internet-focused strategic consulting services
       company in the marketing services category.

                                       57
<PAGE>
CERTAIN MANAGEMENT INTEREST IN GREENFIELD HOLDINGS

     Two of the members of our management team have investments in Greenfield
Holdings. Mr. Nadilo owns 1.087% and Mr. Davis owns 0.652% of Greenfield
Holdings, which, as of March 14, 2000, held 83.1% of our common stock.

STOCK OPTION GRANT TO DIRECTOR

     On September 17, 1999, as compensation for a speaking engagement, we
granted to Mr. Manning, one of our directors, an option to purchase 10,500
shares of our common stock at $0.51 per share. These options vested immediately
upon issuance.

NOTE AND WARRANT PURCHASE AGREEMENT WITH GREENFIELD HOLDINGS

     On March 3, 2000, we entered into a Note and Warrant Purchase Agreement
with Greenfield Holdings, our largest shareholder. Greenfield Holdings agreed to
loan us up to $5 million for working capital purposes. Interest, which is
payable upon maturity, accrues at a rate of 10% per year. This loan matures on
the earlier of June 30, 2000 or the closing of this offering. As partial
consideration for this loan, we issued a warrant to purchase 139,860 shares of
common stock at an exercise price of $3.575 per share, exercisable for
five years. Effective March 10, 2000, we entered into an amendment to the Note
and Warrant Purchase Agreement, which extended the loan's maturity date to the
earlier of June 30, 2001 or the closing of this offering. As consideration for
the extension of the maturity date, we agreed to issue Greenfield Holdings
additional warrants to purchase our common stock. Should any portion of this
loan remain outstanding as of September 30, 2000, we have agreed to issue
warrants to purchase 34,965 shares of our common stock at an exercise price
equal to its fair market value on that day. If any portion of this loan remains
outstanding on December 31, 2000, March 31, 2000 or June 30, 2001, we have
agreed to issue the same amount of warrants on the same terms on each of these
dates.

                                       58

<PAGE>
                             PRINCIPAL SHAREHOLDERS

     The following table sets forth information about the beneficial ownership
of our common stock as of March 14, 2000, and as adjusted for:

     o each person who we know beneficially owns 5% or more of the common stock;

     o each of our directors;

     o each executive officer named in the summary compensation table; and

     o all of our directors and executive officers as a group.

     Except as otherwise indicated, we believe that the beneficial owners of the
common stock listed below have sole voting power and investment power with
respect to their shares. Beneficial ownership is determined in accordance with
the rules of the Securities and Exchange Commission. In computing the number of
shares beneficially owned by a person and the percentage ownership of that
person, shares of common stock subject to options or warrants held by that
person that are currently exercisable or will become exercisable within 60 days
after May 30, 2000, are deemed outstanding, while these shares are not deemed
outstanding for purposes of computing percent ownership of any other person.
Percent of beneficial ownership is based upon 26,301,988 shares of our common
stock outstanding prior to this offering and            shares of common stock
outstanding after this offering. The shares outstanding prior to this offering
consist of 4,446,838 shares of class A common stock and 21,855,150 shares of
class B common stock. Upon the completion of this offering, both the class A and
class B common stock will be converted into a single class of common stock on a
1-for-1 basis. The address for those individuals for which an address is not
otherwise indicated is Greenfield Online, Inc., 15 River Road, Suite 310,
Wilton, CT 06897.

<TABLE>
<CAPTION>
                                                                        NUMBER OF SHARES
                                                                    BENEFICIALLY OWNED PRIOR
                                                                               TO
                                                                       AND AFTER OFFERING         PERCENTAGE OWNED
                                                                    ------------------------    --------------------
                        NAME AND ADDRESS                             PRIOR TO       AFTER       PRIOR TO     AFTER
                      OF BENEFICIAL OWNERS                           OFFERING      OFFERING     OFFERING    OFFERING
-----------------------------------------------------------------   ----------    ----------    --------    --------
<S>                                                                 <C>           <C>           <C>         <C>
Greenfield Holdings, LLC ........................................   21,995,010    21,995,010      83.18%           %
  c/o InSight Capital Partners III, L.P.
  527 Madison Avenue, 10th Floor
  New York, NY 10022
InSight Capital Partners III, L.P. ..............................    7,900,606     7,900,606      29.98
  527 Madison Avenue, 10th Floor
  New York, NY 10022(1)
InSight Capital Partners (Cayman) III, LLC ......................    2,401,854     2,401,854       9.13
  c/o InSight Capital Partners III L.P.
  527 Madison Avenue, 10th Floor
  New York, NY 10022(2)
InSight Capital Partners III--Coinvestors, L.P. .................    1,313,101     1,313,101       4.99
  c/o InSight Venture Associates III, LLC
  527 Madison Avenue, 10th Floor
  New York, NY 10022(3)
DBV Investments, L.P. ...........................................    2,868,148     2,868,148      10.90
  c/o MSD Capital, L.P.
  780 Third Avenue, 43rd Floor
  New York, NY 10017(4)
UBS Capital II LLC ..............................................    2,394,117     2,394,117       9.10
  299 Park Avenue
  New York, NY 10171(5)
Imprimis SB, L.P. ...............................................    2,394,117     2,394,117       9.10
  c/o Wexford Management, LLC
  411 West Putnam Avenue Suite 125
  Greenwich, CT 06830(6)
</TABLE>

                                       59
<PAGE>
<TABLE>
<CAPTION>
                                                                        NUMBER OF SHARES
                                                                    BENEFICIALLY OWNED PRIOR
                                                                               TO
                                                                       AND AFTER OFFERING         PERCENTAGE OWNED
                                                                    ------------------------    --------------------
                        NAME AND ADDRESS                             PRIOR TO       AFTER       PRIOR TO     AFTER
                      OF BENEFICIAL OWNERS                           OFFERING      OFFERING     OFFERING    OFFERING
-----------------------------------------------------------------   ----------    ----------    --------    --------
<S>                                                                 <C>           <C>           <C>         <C>
Rudy Nadilo(7) ..................................................    1,287,134     1,287,134       4.89%           %
Joel R. Mesznik(8) ..............................................    2,192,783     2,192,783       8.33
Burton J. Manning(9) ............................................      198,178       198,178       *
Jeffrey Horing(10) ..............................................   11,618,561    11,618,561      44.05
Peter Sobiloff(11) ..............................................   11,618,561    11,618,561      44.05
All Directors and Officers as a Group (13 persons)(12)...........   15,628,014    15,628,014      59.23
</TABLE>

------------------
* Represents less than one percent.
(1)  Represents InSight Capital Partners III, L.P.'s ownership of 35.92% of
     Greenfield Holdings, LLC, membership units.
(2)  Represents InSight Capital Partners (Cayman) III, LLC's ownership of 10.92%
     of Greenfield Holdings, LLC membership units.
(3)  Represents InSight Capital Partners III, Coinvestors, L.P.'s ownership of
     5.97% of Greenfield Holdings, LLC membership units.
(4)  Represents DBV Investments, L.P. c/o MSD Capital, L.P.'s ownership of
     13.04% of Greenfield Holdings, LLC membership units.
(5)  Represents UBS Capital II LLC's ownership of 10.87% of Greenfield Holdings,
     LLC membership units.
(6)  Represents Imprimis SB, L.P.'s ownership of 10.87% of Greenfield Holdings,
     LLC membership units.
(7)  Includes stock and warrants currently exercisable represented by
     Mr. Nadilo's ownership of 1.087% of Greenfield Holdings, LLC. Includes
     262,012 shares, with respect to which Mr. Nadilo disclaims beneficial
     ownership, held by the Irrevocable Trust for Descendants of Rudy Nadilo u/a
     dated January 26, 2000.
(8)  Includes stock and warrants currently exercisable represented by
     Mr. Mesznik's ownership of 4.348% of Greenfield Holdings, LLC membership
     units held by GOL, L.L.C., an entity managed by Mr. Mesznik. Includes
     118,000 shares, with respect to which Mr. Mesznik disclaims beneficial
     ownership, held by the Joel R. Mesznik 1999 Descendants' Trust.
(9)  Includes stock and warrants currently exercisable represented by
     Mr. Manning's ownership of 0.435% of Greenfield Holdings, LLC.
(10) 11,615,561 of these shares represent ownership of stock and warrants
     currently exercisable attributable to entities associated with InSight
     Capital Partners III, L.P., InSight Capital Partners (Cayman) III, LLC and
     InSight Capital Partners III, Coinvestors, L.P. through their respective
     ownership of Greenfield Holdings LLC. Mr. Horing disclaims beneficial
     ownership of the shares held by these entities, except to the extent of his
     ownership arising from his principal interest in InSight Venture Associates
     III, LLC, the general partner of each of InSight Capital Partners III,
     L.P., InSight Capital Partners (Cayman) III, LLC, and InSight Capital
     Partners III, Coinvestors, L.P. and his limited partnership interest in
     InSight Capital Partners III, L.P.
(11) 11,615,561 of these shares represent ownership of stock and warrants
     currently exercisable attributable to entities associated with InSight
     Capital Partners III, L.P., InSight Capital Partners (Cayman) III, LLC and
     InSight Capital Partners III, Coinvestors, L.P. through ownership of
     Greenfield Holdings, LLC. Mr. Sobiloff disclaims beneficial ownership of
     the shares held by these entities, except to the extent of his ownership
     arising from his principal interest in InSight Venture Associates III, LLC,
     the general partner of each of InSight Capital Partners III, L.P., InSight
     Capital Partners (Cayman) III, LLC and InSight Capital Partners III,
     Coinvestors, L.P. and his limited partnership interest in InSight Capital
     Partners III, L.P.
(12) Includes the information contained in footnotes 1 through 10 above.

                                       60

<PAGE>
                          DESCRIPTION OF CAPITAL STOCK

GENERAL

     After this offering, we will be authorized to issue 100,000,000 shares of
common stock, $0.001 par value, and 5,000,000 shares of undesignated preferred
stock, $0.001 par value. Immediately after this offering, we estimate that there
will be            shares of common stock outstanding, 2,857,850 shares of
common stock will be issuable upon exercise of outstanding options and no shares
of preferred stock will be issued and outstanding based on shares and options
outstanding as of March 14, 2000. The figure for outstanding common shares upon
the completion of this offering reflects the issuance of 307,668 shares of
common stock in connection with the presumed exercise of warrants issued to our
lenders.

COMMON STOCK

     The holders of our common stock are entitled to one vote per share on all
matters to be voted on by our shareholders. There are no cumulative voting
rights. Subject to preferences that may be applicable to any outstanding
preferred stock, the holders of our common stock are entitled to receive
dividends, if any, as may be declared by our board of directors out of funds
legally available for dividends. In the event of liquidation, dissolution or
winding up of our company, the holders of our common stock are entitled to share
ratably in all assets remaining after payment of liabilities, subject to prior
rights of preferred stock, if any, then outstanding. The common stock has no
preemptive or conversion rights or other subscription rights. There are no
redemption or sinking fund provisions applicable to the common stock. All
outstanding shares of our common stock are fully paid and nonasssessable.

PREFERRED STOCK

     Pursuant to our restated certificate of incorporation, our board of
directors has the authority, without further action by our shareholders, to
issue up to 5,000,000 shares of preferred stock. The board of directors may
issue this stock in one of more series and may fix the rights, preferences,
privileges and restrictions of this preferred stock. Some of the rights and
preferences that our board of directors may designate include dividend rights,
conversion rights, voting rights, terms of redemption, liquidation preferences
and sinking fund terms. The board of directors may determine the number of
shares constituting any series or the designation of such series. Any or all of
the rights and preferences selected by our board of directors may be greater
than the rights of the common stock. The issuance of preferred stock could
adversely affect the voting power of holders of common stock and the likelihood
that stockholders will receive dividend payments and payments upon liquidation.
The issuance of preferred stock could also have the effect of delaying,
deferring or preventing a change in control of our company. We have no present
plan to issue shares of preferred stock.

REGISTRATION RIGHTS

     On May 17, 1999, we entered into a Registration Rights Agreement with some
of our shareholders. Under this agreement, we granted these shareholders certain
rights to register the shares of common stock owned by them under the Securities
Act of 1933, as amended. Under this agreement, we granted to Greenfield
Holdings, or persons to whom Greenfield Holdings transfers a majority of its
shares, the right to demand that we effect a registration of the common stock,
or a designated portion of the common stock, held by them. There are no limits
on the number of times that these shareholders may demand registration. In
addition, all shareholders who have become parties to this agreement have
unlimited "piggyback" registration rights to have their shares registered under
the Securities Act. The agreement provides that whenever we propose to register
shares of our common stock under the Securities Act, then the shareholders, with
certain exceptions, will have the right to request that we register their shares
of common stock with this registration. The inclusion of Greenfield Holdings'
shares in any registration effected by us will be subject to the right of the
managing underwriters, if any, to reduce or exclude those shares. The agreement
requires us to pay for all costs and expenses incurred in connection with the
registration of securities under the agreement.

     On December 3, 1999, we granted to Greyrock Capital piggyback registration
rights covering the shares received upon the exercise of warrants issued in
connection with their loan to us. The inclusion of Greyrock

                                       61
<PAGE>
Capital's shares in any registration effected by us will be subject to the right
of the managing underwriters, if any, to reduce or exclude those shares. The
agreement requires us to pay for all costs and expenses incurred with the
registration of securities under the rights granted under the agreement,
however, we shall not be required to pay underwriters' fees, discounts or
commissions relating to Greyrock Capital's registered shares. All expenses of
any registered offering not otherwise borne by us shall be borne pro rata among
the holders of the Greyrock Capital shares participating in the offering and us.

WARRANTS AND OTHER RIGHTS

     We have issued the following warrants, all of which are fully exercisable
on the date of grant and have a five-year term:

     o A warrant for 167,808 shares of common stock with an exercise price of
       $3.575 per share issued to Greyrock Capital in connection with a
       $6,000,000 loan to us on December 3, 1999; and

     o A warrant for 139,860 shares of common stock with an exercise price of
       $3.575 per share issued to Greenfield Holdings, in connection with the
       issuance of a subordinated credit line of up to $5,000,000 on March 3,
       2000.

DELAWARE ANTITAKEOVER LAW AND CERTAIN CHARTER AND BYLAW PROVISIONS

  Section 203 of Delaware General Corporate Law

     We are subject to the provisions of Section 203 of the General Corporation
Law of Delaware. In general, the statute prohibits a publicly held Delaware
corporation from engaging in a "business combination" with an "interested
stockholder" for a period of three years after the date of the transaction in
which the person became an interested stockholder, unless the business
combination is approved by our board of directors and/or our stockholders in a
prescribed manner. A "business combination" includes a merger, asset sale or
other transaction resulting in a financial benefit to the interested
stockholder. Subject to certain exceptions, an "interested stockholder" is a
person who, together with affiliates and associates, owns, or within three years
did own, 15% or more of the corporation's voting stock.

  Classified Board of Directors

     Our certificate of incorporation and bylaws provide for the division of our
board of directors into three classes as nearly equal in size as possible with
staggered three-year terms. Directors may only be removed for cause by the
holders of at least 60% of the voting power of our outstanding capital stock.
Any vacancy on our board of directors, including a vacancy resulting from an
enlargement of our board of directors, may only be filled by vote of a majority
of our directors then in office. The classification of our board of directors
and the limitation on filling vacancies could make it more difficult for a third
party to acquire, or discourage a third party from attempting to acquire,
control of us. In addition, our classified board of directors could delay
attempts by stockholders who do not approve of our policies or procedures to
elect a majority of our board of directors.

TRANSFER AGENT AND REGISTRAR

     The Transfer Agent and Registrar for our common stock is ChaseMellon
Shareholder Services, LLC.

NASDAQ NATIONAL MARKET LISTING

     We have applied to list our shares of common stock on The Nasdaq Stock
Market's National Market under the trading symbol "GFOL."

                                       62

<PAGE>
          CERTAIN U.S. FEDERAL TAX CONSEQUENCES FOR NON-U.S. INVESTORS

INTRODUCTION

     The following is a summary of certain U.S. federal income and estate tax
consequences to non-U.S. investors of owning and disposing of our common stock.
In this summary, a "non-U.S. investor" is a beneficial owner of our common stock
who is, for U.S. federal income tax purposes:

     o a nonresident alien individual;

     o a foreign corporation;

     o a nonresident alien fiduciary of a foreign estate or trust; or

     o a foreign partnership.

     This summary does not address all of the U.S. federal income and estate tax
consequences that may be relevant to you in light of your particular
circumstances and also does not discuss any state, local or foreign tax
consequences to you of owning and disposing of our common stock. This summary is
based on current provisions of the Internal Revenue Code of 1986, as amended,
existing and proposed Treasury regulations thereunder and judicial and
administrative interpretations thereof, all as in effect on the date hereof and
all of which are subject to change, possibly with retroactive effect. If you are
considering buying our common stock, you should consult your tax advisor with
respect to the tax consequences of owning and disposing of our common stock.

DISTRIBUTIONS

     For U.S. federal income tax purposes, dividends are distributions paid out
of our current or accumulated earnings and profits. Dividends paid to a non-U.S.
investor generally will be subject to withholding of U.S. federal income tax at
a 30% rate or such lower rate as may be specified by an applicable income tax
treaty. To receive a reduced treaty rate, you must furnish to us or our paying
agent a completed Form 1001 or W-8BEN (or substitute form) certifying that you
qualify for a reduced rate. Dividends that are effectively connected with the
conduct of a trade or business within the U.S. of a non-U.S. investor and, if a
treaty applies, attributable to a U.S. permanent establishment of a non-U.S.
investor within the U.S., will be exempt from withholding if you provide us with
a Form 4224 or Form W-8ECI (or substitute form). Dividends exempt from
withholding because they are effectively connected or attributable to a
permanent establishment of a non-U.S. investor will instead be taxed at ordinary
U.S. federal income tax rates on a net income basis. Further, if the non-U.S.
investor is a corporation, this effectively connected dividend income may also
be subject to an additional branch profits tax equal to 30% of effectively
connected earnings and profits for the taxable year, as adjusted for certain
items, unless an applicable treaty provides otherwise. Under current Treasury
regulations, dividends paid before January 1, 2001, to an address outside the
U.S. are presumed to be paid to a resident of the country of address for
purposes of the withholding discussed above and for purposes of determining the
applicability of a tax treaty rate.

     For dividends paid after December 31, 2000, a non-U.S. investor generally
will be subject to U.S. backup withholding tax at a 31% rate under the backup
withholding rules described below, rather than at a 30% rate or a reduced rate
under an income tax treaty, as described above, unless the non-U.S. investor
complies with certain Internal Revenue Service certification procedures or, in
the case of payments made outside the U.S. with respect to an offshore account,
certain IRS documentary evidence procedures. Further, to claim the benefit of a
reduced rate of withholding under an income tax treaty for dividends paid after
December 31, 2000, a non-U.S. investor must comply with certain modified IRS
certification requirements. Special rules also apply to dividend payments made
after December 31, 2000, to foreign intermediaries, U.S. or foreign wholly owned
entities that are disregarded for federal tax purposes and entities that are
treated as fiscally transparent in the U.S., the applicable income tax treaty
jurisdiction, or both. You should consult your own tax advisor concerning the
effect, if any, of the rules affecting post-December 31, 2000, dividends on your
possible investment in our common stock.

     If a distribution is made that is not a dividend for U.S. federal income
tax purposes, it will first constitute a return of capital that is applied
against the non-U.S. investor's basis in the common stock and

                                       63
<PAGE>
any remaining amount will be treated as gain from the sale or exchange of stock.
Currently, withholding of U.S. federal income tax is generally imposed on the
gross amount of a distribution, regardless of whether we have sufficient current
and accumulated earnings and profits to cause the distribution to be a dividend
for U.S. federal income tax purposes. However, withholding on distributions made
after December 31, 2000, may be on less than the gross amount of the
distribution if the distribution exceeds a reasonable estimate by us of our
accumulated and current earnings and profits.

SALE OR OTHER DISPOSITION OF COMMON STOCK

     A non-U.S. investor generally will not be subject to U.S. federal income
tax on any gain recognized on the sale or other disposition of our common stock,
except in the following circumstances:

     o The gain is effectively connected with a trade or business of the
       non-U.S. investor within the U.S. and, if a treaty applies, is
       attributable to a U.S. permanent establishment of the non-U.S. investor.
       Unless an applicable treaty provides otherwise, the non-U.S. investor
       will be taxed on its net effectively connected gains derived from the
       sale under the regular graduated U.S. federal income tax rates. If the
       non-U.S. investor is a foreign corporation, an additional branch profits
       tax may be applicable equal to 30% of its effectively connected earnings
       and profits for the taxable year, as adjusted for items, unless an
       applicable treaty provides otherwise;

     o The non-U.S. investor is an individual who holds the common stock as a
       capital asset, is present in the U.S. for 183 days or more in the taxable
       year of the sale or other disposition and other conditions are met. In
       this case, the non-U.S. investor will need to pay a flat 30% tax on the
       gain derived from the sale, which may be offset by any applicable U.S.
       capital losses;

     o U.S. federal income tax laws applicable to expatriates apply to the
       non-U.S. investor; or

     o We are or have been a "U.S. real property holding corporation" at any
       time during the five-year period ending on the date of disposition (or,
       if shorter, the non-U.S. investor's holding period), unless both (i) the
       non-U.S. investor held, actually or constructively, no more than 5% of
       our outstanding common stock and (ii) our stock is "regularly traded on
       an established securities market," for purposes of these rules. We
       believe that we will not constitute a U.S. real property holding
       corporation immediately after the offering and do not expect to become a
       U.S. real property holding corporation; however, we can give no assurance
       in this regard.

BACKUP WITHHOLDING AND INFORMATION REPORTING

     Dividends. U.S. backup withholding tax generally will not apply to
dividends paid before January 1, 2001, to a non-U.S. investor at an address
outside the U.S. or to dividends paid after December 31, 2000, if the non-U.S.
investor certifies that it is a non-U.S. investor on a Form W-8BEN or otherwise
establishes an exemption. We must report annually to the IRS and to each
non-U.S. investor the amount of dividends paid to such investor and the amount,
if any, of tax withheld with respect to such dividends. This information may
also be made available to the tax authorities in the non-U.S. investor's country
of residence.

     Sale through a U.S. office of a broker. Upon the sale or other disposition
of our common stock by a non-U.S. investor to or through a U.S. office of a
broker, the broker must backup withhold at a rate of 31% and report the sale to
the IRS, unless the non-U.S. investor certifies its foreign status under
penalties of perjury or otherwise establishes an exemption from backup
withholding.

     Sale through a foreign office of a broker. The proceeds of a sale or other
disposition of our common stock by a non-U.S. investor to or through a foreign
office of a U.S. or foreign broker will not be subject to backup withholding.
However, if the broker is a U.S. person or a foreign person with relationships
with the U.S. it must report the sale or other disposition to the IRS unless the
broker has documentary evidence in its files that the seller is a non-U.S.
investor and other applicable conditions are met, or the holder otherwise
establishes an exemption.

                                       64
<PAGE>
     Backup withholding is not an additional tax. Amount withheld under the
backup withholding rules are generally allowable as a refund or credit against
the non-U.S. investor's U.S. federal income tax liability, if any, provided that
the required information is furnished to the IRS in a timely manner.

FEDERAL ESTATE TAXES

     Our common stock owned or treated as owned by an individual who is not a
citizen or resident of the U.S. as defined for U.S. federal estate tax purposes,
at the time of death, will be included in such individual's gross estate for
U.S. estate tax purposes, unless an applicable estate tax treaty provides
otherwise.

     The foregoing discussion is a summary of some U.S. federal income and
estate tax consequences of the ownership, sale or other disposition of our
common stock by non-U.S. investors. You are urged to consult your own tax
advisor with respect to the particular tax consequences to you of the ownership
and disposition of our common stock, including the effect of any state, local,
foreign or other tax laws.

                                       65

<PAGE>
                        SHARES ELIGIBLE FOR FUTURE SALE

     Sales of substantial amounts of our common stock in the public market could
adversely affect prevailing market prices of our common stock. Furthermore,
since no shares will be available for sale shortly after this offering because
of contractual and legal restrictions on resale described below, sales of
substantial amounts of common stock in the public market after these
restrictions lapse could adversely affect the prevailing market price and our
ability to raise equity capital in the future.

     Upon completion of this offering, we will have outstanding
shares of common stock, assuming no exercise of the underwriters' over-allotment
option and no exercise of outstanding options and warrants. Of the shares of
common stock sold in this offering, all shares will be freely tradable on the
date of this prospectus unless purchased by "affiliates" as that term is defined
in Rule 144 of the Securities Act. The following table illustrates the shares
eligible for sale in the public market:

<TABLE>
<CAPTION>
 NUMBER OF SHARES                                         DATE
-------------------  ------------------------------------------------------------------------------
<S>                  <C>
         0           After the date of this prospectus, freely tradable shares other than those
                     sold in this offering and shares salable under Rule 144(k) that are not
                     subject to the 180-day lock-up.
      111,000        After 90 days from the date of this prospectus, shares salable under Rule 144
                     or Rule 701 that are not subject to the 180-day lock-up.
                     After 180 days from the date of this prospectus, the 180-day lock-up is
                     released and these shares are salable under Rule 144 (subject, in some cases,
                     to volume limitations), Rule 144(k) or Rule 701.
                     After 180 days from the date of this prospectus, restricted securities that
                     are held for less than one year are not yet salable under Rule 144.
</TABLE>

LOCK-UP AGREEMENTS

     We, and each of our directors, executive officers and existing shareholders
have agreed not to offer, sell, contract to sell, pledge or otherwise dispose
of, directly or indirectly, any shares of our common stock or any securities
convertible into or exchangeable or exercisable for any shares of our common
stock, or enter into a transaction which would have the same effect, or enter
into any swap, hedge or other arrangement that transfers, in whole or in part,
any of the economic consequences of ownership of the shares of common stock, or
exercise any right to request or demand registration pursuant to the Securities
Act, or publicly disclose the intention to make any offer, sale, pledge or
disposition, or to enter into any transaction, swap, hedge or other arrangement,
without the prior written consent of Credit Suisse First Boston Corporation, for
a period of 180 days after the public offering date set forth on the cover of
this prospectus. The restrictions set forth in the previous sentence do not
apply to the exercise of employee stock options outstanding on the date of this
prospectus.

RULE 144

     In general, under Rule 144 as currently in effect, a person (or persons
whose shares are aggregated) who has beneficially owned restricted shares for at
least one year, including persons who may be deemed our "affiliates," would be
entitled to sell within any three-month period a number of shares that does not
exceed the greater of 1% of the number of shares of common stock then
outstanding or the average weekly trading volume of the common stock as reported
through The Nasdaq National Market during the four calendar weeks preceding the
filing of a Form 144 with respect to such sale. Sales under Rule 144 are also
subject to manner of sale provisions and notice requirements and to the
availability of current public information about us. In addition, a person who
is not deemed to have been our affiliate at any time during the 90 days
preceding a sale and who has beneficially owned for at least two years the
shares proposed to be sold, would be entitled to sell such shares under
Rule 144(k) without regard to the requirements described above.

                                       66
<PAGE>
RULE 701

     In general, Rule 701 permits resales of shares issued under compensatory
benefit plans and contracts commencing 90 days after the issuer becomes subject
to the reporting requirements of the Securities Exchange Act in reliance upon
Rule 144 but without compliance with certain restrictions, including the holding
period requirements contained in Rule 144. We will file registration statements
on Form S-8 under the Securities Act to register common stock issuable under our
stock option plans and stock purchase plan. Such registration will permit the
resale of shares so registered by nonaffiliates in the public market without
restriction under the Securities Act.

     No prediction can be made as to the effect, if any, that market sales of
shares or the availability of shares for sale will have on the market price
prevailing from time to time. Nevertheless, sales of substantial amounts of our
common stock in the public market after the lapse of the restrictions described
below could adversely affect the prevailing market price and our ability to
raise equity capital in the future at a time and price that it deems
appropriate.

REGISTRATION RIGHTS

     After this offering, the holders of            shares of common stock and
shares of common stock issuable upon the exercise of outstanding warrants will
be entitled to rights in connection with the registration of those shares under
the Securities Act. For more information, see "Description of Capital Stock--
Registration Rights." After such registration, these shares of our common stock
become freely tradable without restriction under the Securities Act. These sales
could have a material adverse effect on the trading price of our common stock.

STOCK PLANS

     We intend to file a registration statement under the Securities Act
covering 6,588,850 shares of common stock reserved for issuance under our 1999
Stock Option Plan, our 2000 Directors Stock Option Plan and our 2000 Employee
Stock Purchase Plan and the shares reserved for issuance upon exercise of
outstanding non-plan options. We expect this registration statement to be filed
and to become effective as soon as practicable after the effective date of this
offering.

     As of March 13, 2000, options to purchase 2,857,850 shares of common stock
were issued and outstanding. All of these shares will be eligible for sale in
the public market from time to time, subject to vesting provisions, Rule 144
volume limitations applicable to our affiliates and, in the case of some
options, the expiration of lock-up agreements.

                                       67

<PAGE>
                                  UNDERWRITING

     Under the terms and subject to the terms set forth in an underwriting
agreement dated       , 2000, we have agreed to sell to the underwriters named
below, for whom Credit Suisse First Boston Corporation, Bear, Stearns & Co. Inc.
and Donaldson, Lufkin & Jenrette Securities Corporation are acting as
representatives, the following respective numbers of shares of common stock:

<TABLE>
<CAPTION>
                                                                                               NUMBER OF
                  UNDERWRITERS                                                                  SHARES
                                                                                               ---------
<S>                                                                                            <C>
Credit Suisse First Boston Corporation......................................................
Bear, Stearns & Co. Inc.....................................................................
Donaldson, Lufkin & Jenrette Securities Corporation.........................................
                                                                                                -------
  Total.....................................................................................
                                                                                                -------
                                                                                                -------
</TABLE>

     The underwriting agreement provides that the underwriters are obligated to
purchase all the shares of common stock in this offering, if any are purchased,
other than those shares covered by the over-allotment option described below.
The underwriting agreement also provides that, if any underwriter defaults, the
purchase commitments of nondefaulting underwriters may be increased or the
offering of common stock may be terminated.

     We have granted the underwriters a 30-day option to purchase on a pro-rata
basis up to      additional shares at the initial public offering price less the
underwriting discounts and commissions. The option may be exercised only to
cover any over-allotments of common stock.

     The underwriters propose to offer the shares of common stock initially at
the public offering price on the cover page of this prospectus and to selling
group members at that price less a concession of $       per share. The
underwriters and selling group members may allow a discount of $       per share
on sales to other broker/dealers. After the initial public offering, the public
offering price and concession and discount to broker/dealers may be changed by
the representatives.

     The following table summarizes the compensation and estimated expenses we
will pay.

<TABLE>
<CAPTION>
                                                                PER SHARE                           TOTAL
                                                      ------------------------------    ------------------------------
                                                      WITHOUT OVER-    WITH OVER-       WITHOUT OVER-    WITH OVER-
                                                      ALLOTMENT        ALLOTMENT        ALLOTMENT        ALLOTMENT
                                                      -------------    -------------    -------------    -------------
<S>                                                   <C>              <C>              <C>              <C>
Underwriting Discounts and Commissions
  Paid by Us.......................................      $                $                $                $
Expenses Payable by Us.............................      $                $                $                $
</TABLE>

     The underwriters have informed us that they do not expect discretionary
sales to exceed 5% of the shares of common stock being offered.

     We have agreed that we will not offer, sell, contract to sell, pledge or
otherwise dispose of, directly or indirectly, or file with the Securities and
Exchange Commission a registration statement under the Securities Act relating
to, any shares of our common stock or securities convertible into or
exchangeable or exercisable for any share of our common stock, or publicly
disclose the intention to make any such offer, sale, pledge, disposition or
filing, without the prior written consent of Credit Suisse First Boston
Corporation for a period of 180 days after the date of this prospectus.

     Our directors, executive officers and stockholders have agreed that they
will not offer, sell, contract to sell, pledge or otherwise dispose of, directly
or indirectly, any shares of our common stock or securities convertible into or
exchangeable or exercisable for any shares of our common stock, enter into a
transaction which would have the same effect, or enter into any swap, hedge or
other arrangement that transfers, in whole or in part, any of the economic
consequences of ownership of our common stock, whether any such aforementioned
transaction is to be settled by delivery of our common stock or such other
securities, in cash or otherwise, or publicly disclose the intention to make any
such offer, sale, pledge or disposition, or to enter into any such transaction,
swap, hedge or other arrangement, without, in each case, the prior written
consent of Credit Suisse First Boston Corporation for period of 180 days after
the date of this prospectus.

                                       68
<PAGE>
     The underwriters have reserved for sale, at the initial public offering
price, up to        shares of our common stock for employees, directors and
other persons associated with us who have expressed an interest in purchasing
common stock in the offering. The number of shares available for sale to the
general public in this offering will be reduced to the extent these persons
purchase the reserved shares. Any reserved shares not so purchased will be
offered by the underwriters to the general public on the same terms as the other
shares.

     We have agreed to indemnify the underwriters against liabilities under the
Securities Act of 1933, as amended, or contribute to payments that the
underwriters may be required to make in that respect.

     We have applied to list our shares of common stock on The Nasdaq Stock
Market's National Market under the symbol "GFOL."

     Prior to this offering, there has been no public market for our common
stock. The initial public offering price will be determined by negotiation
between us and the representatives. The principal factors considered in
determining the public offering price will include:

     o the information set forth in this prospectus and otherwise available to
       the representatives;

     o the history of and the prospects for us and the industry in which we
       compete;

     o the prospects for and the timing of our estimated future earnings;

     o the present state of our development and our current financial condition;

     o the general condition of the securities markets at the time of this
       offering;

     o the recent market prices of and the demand for publicly-traded common
       stock of generally comparable companies; and

     o market conditions for initial public offerings.

     The representatives may engage in over-allotment, stabilizing transactions,
syndicate covering transactions and penalty bids in accordance with Regulation M
under the Securities Exchange Act of 1934.

     o Over-allotment involves syndicate sales in excess of the offering size,
       which creates a syndicate short position.

     o Stabilizing transactions permit bids to purchase the underlying security
       as long as the stabilizing bids do not exceed a specified maximum.

     o Syndicate covering transactions involve purchases of shares of the common
       stock in the open market after the distribution has been completed in
       order to cover syndicate short positions.

     o Penalty bids permit the representatives to reclaim a selling concession
       from a syndicate member when the common stock originally sold by that
       syndicate member is purchased in a stabilizing transaction or in a
       syndicate covering transaction to cover syndicate short positions.

These stabilizing transactions, syndicate covering transactions and penalty bids
may cause the price of the common stock to be higher than it would otherwise be
in the absence of these transactions. These transactions may be effected on The
Nasdaq Stock Market or otherwise and, if commenced, may be discontinued at any
time.

     A prospectus in electronic format may be made available on the websites
maintained by one or more of our underwriters participating in this offering.
The representatives may agree to allocate a number of shares to underwriters for
sale to their online brokerage account holders. Internet distributions will be
allocated to the underwriters that will make Internet distributions on the same
basis as other allocations.

     Other than the prospectus in electronic format, the information contained
on any website maintained by our underwriters is not part of this prospectus or
the registration statement of which this prospectus forms a part, has not been
approved or endorsed by us or any underwriter in its capacity as an underwriter
and should not be relied upon by investors.

                                       69

<PAGE>
                          NOTICE TO CANADIAN RESIDENTS

RESALE RESTRICTIONS

     The distribution of our common stock in Canada is being made only on a
private placement basis exempt from the requirement that we prepare and file a
prospectus with the securities regulatory authorities in each province where
trades of common stock are effected. Accordingly, any resale of our common stock
in Canada must be made in accordance with applicable securities laws which will
vary depending on the relevant jurisdiction and which may require resales to be
made in accordance with available statutory exemptions or pursuant to a
discretionary exemption granted by the applicable Canadian securities regulatory
authority. Purchasers are advised to seek legal advice prior to any resale of
the common stock.

REPRESENTATIONS OF PURCHASERS

     Each purchaser of our common stock in Canada who receives a purchase
confirmation will be deemed to represent to us and the dealer from whom such
purchase confirmation is received that (i) such purchaser is entitled under
applicable provincial securities laws to purchase our common stock without the
benefit of a prospectus qualified under such securities laws, (ii) where
required by law, that such purchaser is purchasing as principal and not as agent
and (iii) such purchaser has reviewed the text above under "Resale
Restrictions."

RIGHTS OF ACTION (ONTARIO PURCHASERS)

     The securities being offered are those of a foreign issuer, and Ontario
purchasers will not receive the contractual right of action prescribed by
Ontario securities law. As a result, Ontario purchasers must rely on other
remedies that may be available, including common law rights of action for
damages or rescission or rights of action under the civil liability provisions
of the U.S. federal securities laws.

ENFORCEMENT OF LEGAL RIGHTS

     All of our directors and officers, as well as the experts named herein, may
be located outside of Canada and, as a result, it may not be possible for
Canadian purchasers to effect service of process within Canada upon the issuer
or such persons. All or a substantial portion of the assets of the issuer and
such persons may be located outside of Canada and, as a result, it may not be
possible to satisfy a judgment against the issuer or such persons in Canada or
to enforce a judgment obtained in Canadian courts against such issuer or persons
outside of Canada.

NOTICE TO BRITISH COLUMBIA RESIDENTS

     A purchaser of common stock to whom the Securities Act (British Columbia)
applies is advised that such purchaser is required to file with the British
Columbia Securities Commission a report within ten days of the sale of any
common stock acquired by such purchaser pursuant to this offering. Such report
must be in the form attached to British Columbia Securities Commission Blanket
Order BOR #95/17, a copy of which may be obtained from us. Only one such report
must be filed in respect of common stock acquired on the same date and under the
same prospectus exemption.

TAXATION AND ELIGIBILITY FOR INVESTMENT

     Canadian purchasers of common stock should consult their own legal and tax
advisors with respect to the tax consequences of an investment in common stock
in their particular circumstances and with respect to the eligibility of the
common stock for investment by the purchaser under relevant Canadian
legislation.

                                       70


<PAGE>
                                 LEGAL MATTERS

     The validity of the common stock offered hereby will be passed upon for us
by Preston Gates & Ellis LLP, Seattle, Washington. Shearman & Sterling, New
York, New York, will pass upon selected legal matters in connection with this
offering for the underwriters. Partners of Preston Gates & Ellis LLP hold an
aggregate of 47,790 shares of our common stock.

                                    EXPERTS

     The financial statements as of December 31, 1999 and 1998 and for the
periods from May 17, 1999 through December 31, 1999 and from January 1, 1999
through May 16, 1999, and for the years ended December 31, 1998 and 1997
included in this prospectus have been so included in reliance on the reports of
PricewaterhouseCoopers LLP, independent accountants, given on their authority as
experts in auditing and accounting.

                      WHERE YOU CAN FIND MORE INFORMATION

     We have filed with the Securities and Exchange Commission a registration
statement on Form S-1 under the Securities Act with respect to the common stock
offered in this offering. This prospectus does not contain all of the
information set forth in the registration statement. For further information
with respect to Greenfield Online and the common stock offered in this offering,
we refer you to the registration statement and to the attached exhibits and
schedules. Statements made in this prospectus concerning the contents of any
document referred to in this prospectus are not necessarily complete. With
respect to each such document filed as an exhibit to the registration statement,
we refer you to the exhibit for a more complete description of the matter
involved.

     You may inspect our registration statement and the attached exhibits and
schedules without charge at the public reference facilities maintained by the
Securities and Exchange Commission at 450 Fifth Street, NW, Washington, DC 20549
and at the regional offices of the SEC located at Seven World Trade Center, 13th
Floor, New York, NY 10048 and the Citicorp Center, 500 West Madison Street,
Suite 1400, Chicago, IL 60661. You may obtain copies of all or any part of our
registration statement from the SEC upon payment of prescribed fees.

     You may copy all or part of our SEC filings from these offices upon payment
of the fees charged by the SEC. You may obtain information on the operation of
the public reference room in Washington, D.C. by calling the Securities and
Exchange Commission at 1-800-SEC-0330.

     Our SEC filings, including the registration statement and the exhibits
filed with the registration statement, are available from the SEC's website at
www.sec.gov, which contains reports, proxy and information statements and other
information regarding issuers that file electronically with the SEC.

                                       71

<PAGE>
                         INDEX TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
                                                                                                              PAGE
                                                                                                              ----
<S>                                                                                                           <C>
Report of Independent Accountants--Successor...............................................................    F-2
Report of Independent Accountants--Predecessor.............................................................    F-3
Balance Sheets at December 31, 1998 and 1999...............................................................    F-4
Statements of Operations for the years ended December 31, 1997 and 1998, and the periods from January 1,
  1999 through May 16, 1999 and from May 17, 1999 through December 31, 1999................................    F-5
Statements of Stockholders' Equity (Deficit) for the years ended December 31, 1997 and 1998, and the
  periods from January 1, 1999 through May 16, 1999 and from May 17, 1999 through
  December 31, 1999........................................................................................    F-6
Statements of Cash Flows for the years ended December 31, 1997 and 1998, and the periods from January 1,
  1999 through May 16, 1999 and from May 17, 1999 through December 31, 1999................................    F-7
Notes to Financial Statements..............................................................................    F-8
Unaudited Pro Forma Condensed Statement of Operations......................................................   F-24
</TABLE>

                                      F-1

<PAGE>
                       REPORT OF INDEPENDENT ACCOUNTANTS
                                  (SUCCESSOR)

To the Board of Directors and Stockholders
of Greenfield Online, Inc.:

In our opinion, the accompanying balance sheet and the related statements of
operations, stockholders' equity (deficit) and cash flows present fairly in all
material respects, the financial position of Greenfield Online, Inc.,
"Successor", at December 31, 1999 and the results of its operations and its cash
flows for the period from May 17, 1999 through December 31, 1999 in conformity
with accounting principles generally accepted in the United States. These
financial statements are the responsibility of the Company's management; our
responsibility is to express an opinion on these financial statements based on
our audit. We conducted our audit of these statements in accordance with
auditing standards generally accepted in the United States, which require that
we plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, and evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for the opinion expressed above.

                                          PRICEWATERHOUSECOOPERS LLP

Stamford, Connecticut
March 3, 2000

                                      F-2

<PAGE>
                       REPORT OF INDEPENDENT ACCOUNTANTS
                                 (PREDECESSOR)

To the Board of Directors and Stockholders
of Greenfield Online, Inc.:

In our opinion, the accompanying balance sheet and the related statements of
operations, stockholders' equity (deficit) and cash flows present fairly, in all
material respects, the financial position of Greenfield Online, Inc.,
"Predecessor", at December 31, 1998 and the results of its operations and its
cash flows for the years ended December 31, 1997 and 1998 and the period from
January 1, 1999 through May 16, 1999 in conformity with accounting principles
generally accepted in the United States. These financial statements are the
responsibility of the Company's management; our responsibility is to express an
opinion on these financial statements based on our audits. We conducted our
audits of these statements in accordance with auditing standards generally
accepted in the United States, which require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for the opinion expressed above.

                                          PRICEWATERHOUSECOOPERS LLP

Stamford, Connecticut
March 3, 2000

                                      F-3

<PAGE>
                            GREENFIELD ONLINE, INC.
                                 BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                                      PREDECESSOR      SUCCESSOR
                                                                                      ------------    ------------
                                                                                      DECEMBER 31,    DECEMBER 31,
                                                                                          1998            1999
                                                                                      ------------    ------------
                                      ASSETS
<S>                                                                                   <C>             <C>
Current assets:
  Cash and cash equivalents........................................................   $    114,325    $  1,708,738
  Accounts receivable, net (Note 2)................................................        707,534       1,854,614
  Deferred project costs...........................................................         63,537         159,327
  Other current assets (Note 4)....................................................          7,951         747,728
                                                                                      ------------    ------------
     Total current assets..........................................................        893,347       4,470,407
Property and equipment, net (Note 5)...............................................        464,456       1,277,630
Internal use software, net (Note 6)................................................        334,344         976,154
Goodwill, net (Notes 2 and 3)......................................................             --      14,852,535
Intangible assets, net (Notes 2 and 3).............................................             --       1,776,262
                                                                                      ------------    ------------
     Total assets..................................................................   $  1,692,147    $ 23,352,988
                                                                                      ------------    ------------
                                                                                      ------------    ------------
                  LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
  Accounts payable.................................................................   $    543,320    $  1,471,689
  Accrued expenses (Note 7)........................................................        287,485       2,169,469
  Other current liabilities........................................................         83,791         361,703
  Deferred project revenues........................................................        537,438       1,665,347
  Due to affiliates (Note 8).......................................................      3,892,831           2,005
                                                                                      ------------    ------------
     Total current liabilities.....................................................      5,344,865       5,670,213
Term loan, net (Note 9)............................................................             --       3,119,325
Note payable to stockholder (Notes 3 and 8)........................................             --      13,879,794
Other long-term liabilities........................................................         89,795         360,941
                                                                                      ------------    ------------
     Total liabilities.............................................................      5,434,660      23,030,273
                                                                                      ------------    ------------
Commitments and contingencies (Note 10)............................................             --              --
Stockholders' equity (deficit) (Note 12):
  Common stock--Class A--$.01 par value--45,000,000 shares authorized and issued...        450,000         450,000
  Common stock--Class B--$.01 par value--45,000,000 shares authorized and
     21,855,150 shares issued......................................................             --         218,552
  Additional paid-in capital.......................................................             --      37,880,231
  Class A treasury stock, at cost--41,198,500 shares...............................             --     (16,708,292)
  Notes receivable from stockholders...............................................             --        (500,088)
  Unearned stock-based compensation................................................             --      (7,229,767)
  Accumulated deficit..............................................................     (4,192,513)    (13,787,921)
                                                                                      ------------    ------------
     Total stockholders' equity (deficit)..........................................     (3,742,513)        322,715
                                                                                      ------------    ------------
       Total liabilties and stockholders' equity (deficit).........................   $  1,692,147    $ 23,352,988
                                                                                      ------------    ------------
                                                                                      ------------    ------------
</TABLE>

   The accompanying notes are an integral part of these financial statements.

                                      F-4
<PAGE>
                            GREENFIELD ONLINE, INC.
                            STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                                      PREDECESSOR
                                                      -------------------------------------------       SUCCESSOR
                                                                                                      --------------
                                                       YEAR ENDED DECEMBER 31,     JAN. 1 THROUGH     MAY 17 THROUGH
                                                      -------------------------       MAY 16,         DECEMBER 31,
                                                         1997          1998            1999               1999
                                                      ----------    -----------    --------------     --------------
<S>                                                   <C>           <C>            <C>                <C>
Revenues...........................................   $1,203,052    $ 2,791,364     $  1,733,720       $  5,557,465
Cost of revenues (excluding stock-based
  compensation of $20,209).........................      521,258      1,250,897          702,189          2,516,758
                                                      ----------    -----------     ------------       ------------
  Gross profit.....................................      681,794      1,540,467        1,031,531          3,040,707
Operating expenses:
Selling, general and administrative expenses
  (excluding stock-based compensation of
  $4,513,140)......................................    1,292,796      3,262,399        5,243,811          6,821,699
Depreciation and amortization (Notes 3, 5
  and 6)...........................................       84,964        321,876          155,683          3,843,628
Research and development (excluding stock-based
  compensation of $649,366)........................      143,479        223,233          186,282            792,268
Panel acquisition expenses (Note 2)................       61,135         62,682           27,349            112,531
Stock-based compensation expense (Note 12).........           --             --               --          5,182,715
                                                      ----------    -----------     ------------       ------------
  Operating expenses...............................    1,582,374      3,870,190        5,613,125         16,752,841
                                                      ----------    -----------     ------------       ------------
  Operating loss...................................     (900,580)    (2,329,723)      (4,581,594)       (13,712,134)
                                                      ----------    -----------     ------------       ------------
Interest income (expense):
  Interest income..................................           --             --               --             42,120
  Interest expense.................................           --        (11,510)          (7,001)          (202,855)
  Related party interest expense, net..............      (15,945)      (103,270)         (42,902)          (855,504)
                                                      ----------    -----------     ------------       ------------
  Interest expense, net............................      (15,945)      (114,780)         (49,903)        (1,016,239)
                                                      ----------    -----------     ------------       ------------
     Loss before income taxes......................     (916,525)    (2,444,503)      (4,631,497)       (14,728,373)
Income tax benefit (Note 11).......................           --             --               --            940,452
                                                      ----------    -----------     ------------       ------------
Net loss...........................................   $ (916,525)   $(2,444,503)    $ (4,631,497)      $(13,787,921)
                                                      ----------    -----------     ------------       ------------
                                                      ----------    -----------     ------------       ------------
Basic and diluted net loss per share...............   $    (0.02)   $     (0.05)    $      (0.10)      $      (0.56)
                                                      ----------    -----------     ------------       ------------
                                                      ----------    -----------     ------------       ------------
Weighted average shares outstanding--basic and
  diluted..........................................   45,000,000     45,000,000       45,000,000         24,707,186
                                                      ----------    -----------     ------------       ------------
                                                      ----------    -----------     ------------       ------------
Pro forma basic and diluted net loss per share
  (unaudited)......................................                                                    $
                                                                                                       ------------
                                                                                                       ------------
Pro forma weighted average shares outstanding--
  basic and diluted (unaudited)....................
                                                                                                       ------------
                                                                                                       ------------
</TABLE>

   The accompanying notes are an integral part of these financial statements.

                                      F-5

<PAGE>
                            GREENFIELD ONLINE, INC.
                  STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
<TABLE>
<CAPTION>
                                                  CLASS A                 CLASS B
                                               COMMON STOCK            COMMON STOCK                               CLASS A
                                                  ISSUED                  ISSUED           ADDITIONAL          TREASURY STOCK
                                           ---------------------   ---------------------     PAID-IN     --------------------------
                                             SHARES      AMOUNT      SHARES      AMOUNT      CAPITAL       SHARES         AMOUNT
                                           ----------   --------   ----------   --------   -----------   -----------   ------------
<S>                                        <C>          <C>        <C>          <C>        <C>           <C>           <C>
BEGINNING BALANCE AT JANUARY 1, 1997.....  45,000,000   $450,000           --   $     --   $        --            --   $         --
  Net loss...............................          --         --           --         --            --            --             --
                                           ----------   --------   ----------   --------   -----------   -----------   ------------
BALANCE AT DECEMBER 31, 1997.............  45,000,000    450,000           --         --            --            --             --
  Net loss...............................          --         --           --         --            --            --             --
                                           ----------   --------   ----------   --------   -----------   -----------   ------------
BALANCE AT DECEMBER 31, 1998.............  45,000,000    450,000           --         --            --            --             --
  Capital contribution...................          --         --           --         --     1,100,000            --             --
  Forgiveness of debt from affiliates
    (Note 8).............................          --         --           --         --     4,576,581            --             --
  Net loss...............................          --         --           --         --            --            --             --
                                           ----------   --------   ----------   --------   -----------   -----------   ------------
BALANCE AT MAY 16, 1999..................  45,000,000    450,000           --         --     5,676,581            --             --

SUCCESSOR
  Issuance of common stock (Note 3)......          --         --   21,855,150    218,552     8,644,996            --             --
  Common stock issuance costs
    (Note 3).............................          --         --           --         --      (170,111)           --             --
  Treasury stock repurchases (Notes 3 and
    12)..................................          --         --           --         --            --   (42,534,000)   (17,249,912)
  Notes receivable from stockholders
    (Notes 3 and 12).....................          --         --           --         --            --            --             --
  Issuance of stock options (Note 3).....          --         --           --         --       443,880            --             --
  Push-down of parent company basis
    (Note 3).............................          --         --           --         --    10,413,247            --             --
                                           ----------   --------   ----------   --------   -----------   -----------   ------------
BALANCE AT MAY 17, 1999..................  45,000,000    450,000   21,855,150    218,552    25,008,593   (42,534,000)   (17,249,912)
  Issuance of stock options (Note 12)....          --         --           --         --     8,106,047            --             --
  Amortization of unearned stock-based
    compensation (Note 12)...............          --         --           --         --            --            --             --
  Issuance of warrants (Note 12).........          --         --           --         --       960,736            --             --
  Exercise of stock options..............          --         --           --         --      (501,580)    1,335,500        541,620
  Variable plan compensation charge
    (Note 12)............................          --         --           --         --     4,306,435            --             --
  Net loss...............................          --         --           --         --            --            --             --
                                           ----------   --------   ----------   --------   -----------   -----------   ------------
BALANCE AT DECEMBER 31, 1999.............  45,000,000   $450,000   21,855,150   $218,552   $37,880,231   (41,198,500)  $(16,708,292)
                                           ----------   --------   ----------   --------   -----------   -----------   ------------
                                           ----------   --------   ----------   --------   -----------   -----------   ------------

<CAPTION>

                                              NOTES         UNEARNED                        TOTAL
                                           RECEIVABLE        STOCK-                     STOCKHOLDERS'
                                              FROM           BASED       ACCUMULATED       EQUITY
                                           STOCKHOLDERS   COMPENSATION     DEFICIT        (DEFICIT)
                                           ------------   ------------   ------------   -------------
<S>                                        <C>            <C>            <C>            <C>
BEGINNING BALANCE AT JANUARY 1, 1997.....   $       --    $        --    $   (831,485)  $    (381,485)
  Net loss...............................           --             --        (916,525)       (916,525)
                                            ----------    ------------   ------------   -------------
BALANCE AT DECEMBER 31, 1997.............           --             --      (1,748,010)     (1,298,010)
  Net loss...............................           --             --      (2,444,503)     (2,444,503)
                                            ----------    ------------   ------------   -------------
BALANCE AT DECEMBER 31, 1998.............           --             --      (4,192,513)     (3,742,513)
  Capital contribution...................           --             --              --       1,100,000
  Forgiveness of debt from affiliates
    (Note 8).............................           --             --              --       4,576,581
  Net loss...............................           --             --      (4,631,497)     (4,631,497)
                                            ----------    ------------   ------------   -------------
BALANCE AT MAY 16, 1999..................           --             --      (8,824,010)     (2,697,429)
SUCCESSOR
  Issuance of common stock (Note 3)......           --             --              --       8,863,548
  Common stock issuance costs
    (Note 3).............................           --             --              --        (170,111)
  Treasury stock repurchases (Notes 3 and
    12)..................................           --             --              --     (17,249,912)
  Notes receivable from stockholders
    (Notes 3 and 12).....................     (500,088)            --              --        (500,088)
  Issuance of stock options (Note 3).....           --             --              --         443,880
  Push-down of parent company basis
    (Note 3).............................           --             --       8,824,010      19,237,257
                                            ----------    ------------   ------------   -------------
BALANCE AT MAY 17, 1999..................     (500,088)            --              --       7,927,145
  Issuance of stock options (Note 12)....           --     (7,665,421)             --         440,626
  Amortization of unearned stock-based
    compensation (Note 12)...............           --        435,654              --         435,654
  Issuance of warrants (Note 12).........           --             --              --         960,736
  Exercise of stock options..............           --             --              --          40,040
  Variable plan compensation charge
    (Note 12)............................           --             --              --       4,306,435
  Net loss...............................           --             --     (13,787,921)    (13,787,921)
                                            ----------    ------------   ------------   -------------
BALANCE AT DECEMBER 31, 1999.............   $ (500,088)   $(7,229,767)   $(13,787,921)  $     322,715
                                            ----------    ------------   ------------   -------------
                                            ----------    ------------   ------------   -------------
</TABLE>

   The accompanying notes are an integral part of these financial statements.

                                      F-6

<PAGE>
                            GREENFIELD ONLINE, INC.
                            STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                          PREDECESSOR
                                                            ---------------------------------------     SUCCESSOR
                                                                                                       ------------
                                                            YEAR ENDED DECEMBER 31,      JAN. 1 TO      MAY 17 TO
                                                            ------------------------     MAY 16,       DECEMBER 31,
                                                              1997          1998           1999            1999
                                                            ---------    -----------    -----------    ------------
Cash flows from operating activities:
<S>                                                         <C>          <C>            <C>            <C>
  Net loss...............................................   $(916,525)   $(2,444,503)   $(4,631,497)   $(13,787,921)
  Adjustments to reconcile net loss to net cash provided
    by (used in) operating activities:
       Depreciation and amortization.....................      84,964        321,876        155,683       3,843,628
       Stock-based compensation expense..................          --             --             --       5,182,715
       Amortization of debt discount.....................          --             --             --          97,172
       Income tax benefit................................          --             --             --        (940,452)
       (Increase) decrease in:
         Accounts receivable.............................    (107,566)      (437,593)       (83,495)     (1,063,584)
         Deferred project costs..........................     (36,534)       (27,003)       (57,364)        (38,426)
         Other current assets............................      (1,251)         5,439       (121,006)       (618,771)
       Increase (decrease) in:
         Accounts payable................................     208,750        291,746        260,944         667,425
         Accrued expenses................................      76,394        188,260      3,272,654      (1,390,720)
         Other liabilities...............................          --         55,489        (12,663)           (270)
         Deferred project revenues.......................     284,540        252,898       (189,799)      1,317,708
         Due to affiliates...............................     455,821        541,660        410,201         (11,287)
                                                            ---------    -----------    -----------    ------------
Net cash provided by (used in) operating activities......      48,593     (1,251,731)      (996,342)     (6,742,783)
                                                            ---------    -----------    -----------    ------------

Cash flows from investing activities:
  Capital expenditures...................................    (420,908)      (645,025)      (228,992)     (1,007,944)
                                                            ---------    -----------    -----------    ------------
Net cash used in investing activities....................    (420,908)      (645,025)      (228,992)     (1,007,944)
                                                            ---------    -----------    -----------    ------------

Cash flows from financing activities:
  Proceeds from term loan................................          --             --             --       4,000,000
  Advances from affiliate................................     489,945      1,880,000             --              --
  Principle payments under capital lease obligations.....          --        (16,828)       (15,877)        (91,507)
  Proceeds from issuance of note payable to
    stockholder..........................................          --             --             --      14,136,452
  Treasury stock repurchase..............................          --             --             --     (17,249,912)
  Loans to management to acquire capital stock...........          --             --             --        (500,088)
  Proceeds from the issuance of capital stock............          --             --             --       8,863,548
  Capital contribution from predecessor..................          --             --      1,387,818              --
  Proceeds of options exercised..........................          --             --             --          40,040
                                                            ---------    -----------    -----------    ------------
Net cash provided by financing activities................     489,945      1,863,172      1,371,941       9,198,533
                                                            ---------    -----------    -----------    ------------
Net increase (decrease) in cash and cash equivalents.....     117,630        (33,584)       146,607       1,447,806
Cash and cash equivalents at the beginning of the
  period.................................................      30,279        147,909        114,325         260,932
                                                            ---------    -----------    -----------    ------------
Cash and cash equivalents at the end of the period.......   $ 147,909    $   114,325    $   260,932    $  1,708,738
                                                            ---------    -----------    -----------    ------------
                                                            ---------    -----------    -----------    ------------

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION*
  Cash paid for interest.................................   $      --    $   114,779    $     7,001    $    122,793
                                                            ---------    -----------    -----------    ------------
                                                            ---------    -----------    -----------    ------------
</TABLE>

* See Note 14 for supplemental disclosure of noncash investing and financing
  transactions.

   The accompanying notes are an integral part of these financial statements.

                                      F-7

<PAGE>
1. ORGANIZATION, BUSINESS AND BASIS OF PRESENTATION

ORGANIZATION AND BASIS OF PRESENTATION

     Greenfield Online, Inc., the "Company," was incorporated in the State of
Connecticut on September 28, 1995. Until May 17, 1999, one person owned the
capital stock of the Company. On May 17, 1999, management and a group of new
investors executed a management buyout in which approximately 97% of the
outstanding common stock of the Company was acquired by a group of new investors
led by Greenfield Holdings, LLC., "Greenfield Holdings". Greenfield Holdings was
formed for the sole purpose of acquiring the Company in the management buyout.

     As a result of the management buyout effective May 17, 1999, a change in
control occurred, and a new reporting entity exists. For purposes of
presentation and disclosure, we refer to the Company as the Predecessor as of
and for all periods up to the point of the management buyout and as the
Successor as of and for all periods thereafter. Because the financial statements
of the Successor are not directly comparable to those of the Predecessor, a dark
bar has been inserted in the accompanying financial statements to clearly
separate the financial position, results of operations and cash flows of the
Company before and after the change in control. These financial statements
present the operations of the Successor and the Predecessor. The financial
statements also reflect "push-down" accounting in accordance with SEC Staff
Accounting Bulletin No. 54, "SAB 54", with respect to the management buyout. See
Note 3. In February of 2000, the Company changed its state of incorporation from
Connecticut to Delaware.

BUSINESS

     The Company conducts business-to-business marketing research services
through the use of the Internet. The Company has developed proprietary automated
methodologies in which surveys are created and delivered to the Company's
community of online survey respondents or "Panelists". The surveys are then
tabulated and are used as a basis for custom research projects conducted by the
Company. In addition, the Company has developed other products that provide
"do-it-yourself" capabilities for market researchers, in which surveys may be
created and delivered by the market researcher with minimal Company
intervention. Further, the Company has developed a service which provides the
client access to online focus groups and the Company has developed syndicated,
multi-client products which are sold on a subscription basis.

     The Company has a limited operating history and its prospects are subject
to the risks, expenses and uncertainties frequently encountered by companies in
the new and rapidly evolving markets for Internet products and services. These
risks include the failure to further develop and extend the Company's online
research products, the rejection of Internet-based marketing research by
companies in favor of more traditional methods, the inability of the Company to
maintain and increase its online survey panel, failure to compete effectively
for new customers, as well as other risks and uncertainties. In the event the
Company does not successfully implement its business plan, certain assets may
not be recoverable.

     The Company has consistently sustained net losses and negative cash flows
from operations and maintains a working capital deficiency. As a result of the
management buyout, the Company became highly-leveraged. The Company's ability to
meet its obligations in the ordinary course of business is dependent upon its
ability to attract capital from new and existing investors. To date, the Company
has been able to attract sufficient capital to support its operating needs and
meet its obligations as they come due. During 1999, the Company received
approximately $27 million of debt and equity financing from various sources,
including investors participating in the management buyout, as well as financial
institutions. In 2000, the Company closed on additional debt financing in the
amount of approximately $5 million, and an additional $5.4 million in equity.
See Note 15. These funds are being used to expand its operations, including
hiring additional employees and continuing to invest in proprietary Internet
survey products and technologies. Management believes that these funds, together
with available cash are sufficient to support the Company's operations at least
through March 2001.

     In addition, to further expand its operations the Company plans to seek
additional capital, including sale of a portion of its common stock in an
initial public offering, or additional private debt and equity financing.

                                      F-8
<PAGE>
1. ORGANIZATION, BUSINESS AND BASIS OF PRESENTATION--(CONTINUED)
However, there can be no assurance that the Company will successfully complete
an initial public offering or that it will be able to attract further capital to
support this expansion.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

USE OF ESTIMATES

     The accompanying financial statements are prepared in conformity with
generally accepted accounting principles which require management to make
estimates and assumptions that affect the reported amount of assets and
liabilities and disclosures of contingent liabilities, if any, at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.

REVENUE RECOGNITION

     The Company recognizes revenue for customized (nonrecurring) research
services in the period in which the product is delivered. Custom research
products are delivered within a short period generally ranging from a few days
to eight weeks. An appropriate deferral is made for costs related to contracts
in process. Syndicated (recurring) research services are sold on a subscription
basis for periods of up to one year. Subscription revenues are recognized
ratably over the term of the related contract as services are provided. Billings
rendered in advance of performance of services, as well as customer deposits
received in advance, are recorded as deferred revenue. Provision for estimated
contract losses, if any, is made in the period such losses are determined.

PANEL ACQUISITION EXPENSES

     Costs associated with establishing and maintaining panels of potential
survey respondents are expensed as incurred. The costs to acquire these
web-based panelists approximated $61,135, $62,682, $27,349 and $112,531 in the
years ended December 31, 1997 and 1998, and the periods from January 1, 1999
through May 16, 1999 and from May 17, 1999 through December 31, 1999,
respectively.

SOFTWARE COSTS

     The Company has adopted Statement of Position 98-1, "Accounting for the
Costs of Computer Software Developed or Obtained for Internal Use", SOP 98-1.
SOP 98-1 requires companies to capitalize costs of computer software developed
or obtained for internal use, provided that such costs are not research and
development. The Company develops new proprietary products and technology
through its internal research and development group and through use of outside
technology developers.

     All costs associated with development of code, and purchase or license of
software from external vendors which is used to run the Company's web operations
are capitalized and amortized over the estimated useful life, two years.

     The Company expenses as incurred all costs associated with new product
development whether performed by employees or outside consultants, including
reengineering, process mapping, feasibility studies, data conversion, and
training and maintenance. In addition, the Company expenses as incurred the
costs associated with maintenance and upgrades of current technologies. Such
costs are included in research and development in the statement of operations.

                                      F-9
<PAGE>
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES--(CONTINUED)
CASH AND CASH EQUIVALENTS

     Cash equivalents consist of highly liquid investments with maturities of
three months or less at the date of purchase.

FAIR VALUE OF FINANCIAL INSTRUMENTS

     Cash, accounts receivable, accounts payable and accrued expenses are valued
at their carrying amounts, which approximate their fair value. The face value of
the term loan and note payable to stockholder approximate their fair value. The
term loan and note payable to stockholder are included in the balance sheet at
their face amount net of an applicable discount. The fair value of such debt is
estimated based on quoted market prices for the same or similar issues offered
to the Company for debt with the same or similar remaining maturities and terms.
Discounts are based upon the estimated relative fair value of common stock
purchase warrants issued with the debt.

CONCENTRATION OF CREDIT RISK AND SIGNIFICANT CUSTOMERS

     Financial instruments which potentially expose the Company to
concentrations of credit risk consist principally of accounts receivable. The
Company controls this risk through credit approvals and ongoing credit
evaluations of its customers' financial condition. The Company periodically
reviews accounts receivable for collectibility and provides for an allowance for
doubtful accounts to the extent that amounts are not expected to be collected.
The allowance for doubtful accounts was $0 and $67,058 at December 31, 1998 and
1999, respectively. Based upon the existing client portfolio and limited
historical write-offs, management believes that the reserve for doubtful
accounts is adequate.

     For the year ended December 31, 1997, 18% and 15% of total revenue was from
two customers and 13% were from one customer for the year ended December 31,
1998. For the periods from January 1, 1999 through May 16, 1999 and from
May 17, 1999 through December 31, 1999 no single customer represented greater
than 10% of the Company's revenues.

     For the year ended December 31, 1997, 16% and 13% of the Company's accounts
receivable balance were from two customers. The Company had no single customer
that represented greater than 10% of its accounts receivable balance at December
31, 1998 or 1999.

FIXED ASSETS

     Fixed assets are stated at cost. Depreciation of fixed assets is calculated
on the straight-line basis over the estimated useful lives of the assets, which
are generally 2 to 7 years. Leasehold improvements are amortized on the
straight-line method over the estimated useful life of the assets, or lease
term, whichever is shorter. Maintenance and repairs for fixed assets are
expensed as incurred. Retirements or dispositions of fixed assets are included
in income on a net basis. Assets to be disposed of are reported at the lower of
the carrying value or fair value less estimated costs of disposal.

GOODWILL AND INTANGIBLE ASSETS

     Goodwill and certain intangible assets were recorded through the
application of "push-down" accounting in accordance with SEC Staff Accounting
Bulletin No. 54 in connection with the management buyout transaction described
in Note 3. Goodwill and identifiable intangible assets are amortized on a
straight-line basis over the estimated period of benefit, which ranges from 2 to
4 years. For the period from May 17, 1999 through December 31, 1999,
amortization of goodwill and intangibles was $3,277,221.

     The Company periodically evaluates the carrying value of its long-lived
assets. Impairment charges are recorded when indicators of impairment are
present and the undiscounted future cash flows estimated to be generated by the
underlying assets are less than the assets' carrying amounts. If such assets are
determined to be impaired, the impairment to be recognized is measured as the
amount by which the carrying amount of the assets exceeds the estimated fair
value of the assets. To date, no such impairment charges have been required.

                                      F-10
<PAGE>
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES--(CONTINUED)
INCOME TAXES

     For the years ended December 31, 1997 and 1998 and the period from January
1, 1999 through May 16, 1999, the Company elected to be taxed and operated as an
S-Corporation and, therefore, was exempt from taxation under the provisions of
the Internal Revenue Code, the "Code," and applicable state tax regulations.
Under the provisions of the Code, the stockholders include their pro rata share
of the Company's income or loss on their personal income tax returns. Subsequent
to May 16, 1999, the Company converted to a C-Corporation and became subject to
Federal and state corporate income taxes.

     The Company uses the liability method of accounting for income taxes, as
set forth in Statement of Financial Accounting Standards No. 109, Accounting for
Income Taxes, SFAS No. 109. Under this method, deferred tax assets and
liabilities are recognized for the expected future tax consequences of temporary
differences between the carrying amounts and the tax basis of assets and
liabilities and net operating loss carryforwards, all calculated using presently
enacted tax rates. The income tax information included on the face of the
statements of operations and in Note 11 is presented in accordance with SFAS
No. 109.

STOCK-BASED COMPENSATION

     The Company applies Accounting Principles Board Opinion No. 25, Accounting
for Stock Issued to Employees, "APB No. 25", and related interpretations in
accounting for its employee stock option plan and stock awards, and has adopted
the disclosure-only provisions of Statement of Financial Accounting Standards
No. 123, Accounting for Stock-Based Compensation, "SFAS No. 123" for such
awards. Under APB No. 25, compensation is determined to the extent that the fair
value of the underlying stock on the date of grant exceeds the exercise price of
the employee stock option or stock award. Compensation so determined is deferred
in stockholders' equity (deficit) and then recognized over the service period
for the stock option or award.

     Stock based transactions with non-employees are accounted for under SFAS
123 based on the fair value of the consideration received or the fair value of
the equity instruments issued, which ever is more reliably measurable. The fair
value of such equity instruments is determined using the Black-Scholes pricing
model and accounted for in the same manner as if the Company had paid cash for
goods and services instead of paying with equity instruments.

EARNINGS (LOSS) PER SHARE

     The Company computes net loss per share pursuant to Statement of Financial
Accounting Standards No. 128, Earnings Per Share, and SEC Staff Accounting
Bulletin No. 98. Basic net loss per share is computed by dividing net loss by
the weighted average number of shares of the Company's common stock outstanding
during the period.

     For the years ended December 31, 1997 and 1998 and the period from January
1, 1999 through May 16, 1999 there were no outstanding equity instruments
convertible into common stock. For the period from May 17, 1999 to December 31,
1999 options to purchase 3,804,050 shares of common stock and warrants to
purchase 167,808 shares common stock were excluded from the calculation of
diluted earnings per share because including them would have been antidilutive.

     Pro Forma (Unaudited): Pro forma net loss per share adjusts net loss per
share to reflect the assumed issuance of           common shares to fund the
cash payment to stockholders of $14,136,452 at the initial public offering date
for the redemption of the note payable to stockholder.

COMPREHENSIVE INCOME

     The Company adopted, in 1999, the accounting treatment prescribed by
Statement of Financial Accounting Standards No. 130, Reporting Comprehensive
Income. The adoption of this statement had no impact on the Company's financial
statements for the periods presented.

                                      F-11
<PAGE>
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES--(CONTINUED)
RECENT ACCOUNTING PRONOUNCEMENTS

     In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 133, Accounting for Derivative Instruments
and Hedging Activities, "SFAS No. 133". The new standard establishes accounting
and reporting standards for derivative instruments, including certain derivative
instruments embedded in other contracts, and for hedging activities. SFAS No.
133 is effective for the Company beginning in fiscal 2001. Management does not
expect SFAS No. 133 to have a material effect on the financial position, results
of operations or cash flows of the Company.

     In December 1999, the Securities and Exchange Commission issued Staff
Accounting Bulletin No. 101, Revenue Recognition, "SAB 101," which provides
guidance on the recognition, presentation and disclosure of revenue in financial
statements filed with the Securities and Exchange Commission. SAB 101 outlines
the basic criteria that must be met to recognize revenues and provides guidance
for disclosures related to revenue recognition policies. Management believes
that its revenue recognition policies and practices are in conformance with SAB
101.

3. MANAGEMENT BUYOUT AND LEVERAGED RECAPITALIZATION TRANSACTION

     As disclosed in Note 1, a change in control occurred via a management
buyout effective May 17, 1999. The transaction was structured as a leveraged
recapitalization, and was executed in three broad steps. First, the existing
common stock of the Company was split into two classes, Class A and Class B,
with substantially the same rights. All shares outstanding at the time were
owned by the sole stockholder of the Predecessor, and were converted into Class
A stock, and Class B stock was reserved for the new investors. Second, new
investors, through Greenfield Holdings, purchased newly issued Class B shares in
exchange for cash. In addition, Greenfield Holdings loaned the Company a
substantial amount in exchange for an unsecured long-term note payable. Third,
using the proceeds from the equity infusion and the borrowings from Greenfield
Holdings, the Company in turn concurrently repurchased substantially all of the
Class A shares outstanding from the sole stockholder of the Predecessor in a
treasury stock transaction. Certain other agreements were executed in connection
with this transaction. The transaction and its effects are described in greater
detail below.

STOCK REPURCHASE AND REDEMPTION AGREEMENT

     On May 17, 1999, pursuant to a Stock Repurchase and Redemption Agreement,
(the "Agreement"), the Successor sold to Greenfield Holdings 21,855,150 shares
of Class B common stock for an aggregate purchase price of $8,863,548. In
addition, pursuant to the Agreement, on May 17, 1999, the Successor redeemed
42,534,000 shares of Class A common stock from the sole stockholder of the
Predecessor for an aggregate purchase price of $17,249,912. The repurchase of
the Class A common stock was funded using the proceeds from the sale of Class B
common stock and the proceeds from the Promissory Note to Greenfield Holdings.

PROMISSORY NOTE

     On May 17, 1999, the Successor received a loan in the form of a Promissory
Note to Greenfield Holdings, in the amount of $14,136,452. The note is unsecured
and bears interest at an escalating rate as follows: May 17, 1999 to May 16,
2001, 7.5% per annum; May 17, 2001 to May 16, 2003, 9.5% per annum; and,
May 17, 2003 to May 17, 2009, 10.5% per annum. The interest is payable annually
on May 17 in cash, or, at the election of the Company, 70% of the interest due
may be paid-in-kind by increasing the amount then outstanding on the note by 70%
of the interest then due. Interest expense is calculated using the effective
interest method over the term of the note, at an effective rate of 9.64%.

     The note has a stated maturity of May 17, 2009. However, it is subject to
mandatory prepayment upon the occurrence of any one of the following events: i)
liquidation of the Company; (ii) merger or consolidation with an aggregate
consideration of greater than $20 million; (iii) disposal of all or
substantially all of the Company's assets, or acquisition of all or
substantially all of the assets of any other entity; (iv) an initial

                                      F-12
<PAGE>
3. MANAGEMENT BUYOUT AND LEVERAGED RECAPITALIZATION TRANSACTION--(CONTINUED)
public offering; (v) a change of control wherein Greenfield Holdings ceases to
own at least 40% of the outstanding capital stock of the Company.

     As a result of the management buyout and leveraged recapitalization,
Greenfield Holdings and certain other investors became owners of approximately
97% of all of the outstanding common stock of the Company. The change in
ownership of outstanding common stock was as follows:

<TABLE>
<CAPTION>
                                                                    OWNERSHIP OF    OWNERSHIP OF
                                                                    PREDECESSOR     SUCCESSOR
                                                                    ------------    ------------
<S>                                                                 <C>             <C>
Sole Stockholder of Predecessor..................................       100.0%            3.3%
Greenfield Holdings and investor group...........................         0.0%           96.7%
                                                                       ------          ------
     Total.......................................................       100.0%          100.0%
                                                                       ------          ------
                                                                       ------          ------
</TABLE>

     As part of the management buyout, the sole stockholder of the Predecessor
had an additional 1.7% contingent ownership interest based upon a revenue
referral agreement. The Greenfield Holdings investor group includes two officers
of the Company that have restricted shares of 4.3% and 0.8%, respectively, that
are earned over a period of four years from the date of the management buyout.
None of these contingent interests were treated as outstanding for purposes of
determining whether substantially all of the Predecessor interest was acquired.

     Management was represented by an advisor who received stock options as
remuneration for the management buyout. As consideration for his assistance, the
advisor, who became a member of the Board of Directors of the Company after the
management buyout, received stock options to purchase 1,233,000 shares of common
stock at an exercise price of $0.005 per share. These options are treated as
issuance costs. The options were immediately vested and were exercisable through
their expiration date of May 17, 2009. The advisor exercised these options in
October 1999. The fair value of these options at issuance was determined using a
Black-Scholes pricing model assuming a volatility rate of 61%, an expected life
of 10 years, no expected dividends and a risk free rate of 5.3%. The fair value
of these options of $443,880 was allocated to the debt and equity proceeds
received in the management buyout on a pro rata basis based upon the relative
value of the debt and equity proceeds. The allocation to the promissory note,
$273,769, is treated as a discount on the note and is being amortized to the
statement of operations as related party interest expense over the term of the
note in accordance with the effective interest method. The unamortized balance
of the debt discount was $256,658 at December 31, 1999, and is included in note
payable to stockholder on the balance sheet. The allocation to the equity
proceeds, $170,111, is included in additional paid-in capital.

     The values assigned by Greenfield Holdings to the Company's net assets are
based upon a valuation study conducted by management with the assistance of an
outside valuation firm. Greenfield Holdings' basis in the net assets of the
Company was then "pushed down" to the Company in accordance with SAB 54.

                                      F-13
<PAGE>
3. MANAGEMENT BUYOUT AND LEVERAGED RECAPITALIZATION TRANSACTION--(CONTINUED)
     The following table compares Predecessor and Successor balance sheets as of
the date of the management buyout. The changes reflect the revaluations and
changes in stockholders' equity (deficit) described above.

<TABLE>
<CAPTION>
                                                        HISTORICAL                                    ADJUSTED BASIS
                                                       PREDECESSOR     MANAGEMENT      PUSH DOWN        SUCCESSOR
                                                       MAY 17, 1999      BUYOUT*      ADJUSTMENTS     MAY 17, 1999
                                                       ------------    -----------    ------------    --------------
<S>                                                    <C>             <C>            <C>             <C>
ASSETS
Current assets:
  Cash and cash equivalents.........................   $    260,932    $ 5,250,000    $         --     $  5,510,932
  Accounts receivable, net..........................        791,029             --              --          791,029
  Deferred project costs............................        120,901             --              --          120,901
  Other current assets..............................        128,957             --              --          128,957
                                                       ------------    -----------    ------------     ------------
     Total current assets...........................      1,301,819      5,250,000              --        6,551,819
Property and equipment, net.........................        508,529             --              --          508,529
Internal use software, net..........................        362,782             --         271,691          634,473
Goodwill............................................             --             --      17,823,042       17,823,042
Intangible assets...................................             --             --       2,082,976        2,082,976
                                                       ------------    -----------    ------------     ------------
     Total assets...................................   $  2,173,130    $ 5,250,000    $ 20,177,709     $ 27,600,839
                                                       ------------    -----------    ------------     ------------
                                                       ------------    -----------    ------------     ------------
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
  Accounts payable..................................   $    804,265    $        --    $         --     $    804,265
  Accrued expenses..................................      3,560,139             --              --        3,560,139
  Other current liabilities.........................         75,208             --              --           75,208
  Deferred project revenues.........................        347,639             --              --          347,639
  Due to affiliates.................................         13,469             --              --           13,469
  Deferred tax liability............................             --             --         940,452          940,452
                                                       ------------    -----------    ------------     ------------
     Total current liabilities......................      4,800,720             --         940,452        5,741,172
Note payable to stockholder, net....................             --     13,862,683              --       13,862,683
Other long-term liabilities.........................         69,839             --              --           69,839
                                                       ------------    -----------    ------------     ------------
Total liabilities...................................      4,870,559     13,862,683         940,452       19,673,694
                                                       ------------    -----------    ------------     ------------
Stockholders' equity (deficit):
  Common stock--Class A, 0.01 par value                     450,000             --              --          450,000
  Common stock--Class B, 0.01 par value                          --        218,552              --          218,552
  Additional paid-in capital........................      5,676,581      8,918,765      10,413,247       25,008,593
  Class A treasury stock--at cost...................             --    (17,249,912)             --      (17,249,912)
  Notes receivable from stockholders................             --       (500,088)             --         (500,088)
  Accumulated deficit...............................     (8,824,010)            --       8,824,010               --
                                                       ------------    -----------    ------------     ------------
Total stockholders' equity (deficit)................     (2,697,429)    (8,612,683)     19,237,257        7,927,145
                                                       ------------    -----------    ------------     ------------
Total liabilities and stockholders'
  equity (deficit)..................................   $  2,173,130    $ 5,250,000    $ 20,177,709     $ 27,600,839
                                                       ------------    -----------    ------------     ------------
                                                       ------------    -----------    ------------     ------------
</TABLE>

------------------

* Entries reflect the infusion of equity and debt of $8,863,548 and $14,136,452,
  respectively, the issuance of options to the deal advisor, the purchase of
  treasury stock and the issuance of the notes receivable from stockholders, as
  described in Note 12.

                                      F-14
<PAGE>
3. MANAGEMENT BUYOUT AND LEVERAGED RECAPITALIZATION TRANSACTION--(CONTINUED)
     Goodwill and identifiable intangibles recognized in connection with the
push-down accounting were as follows at December 31, 1999:

<TABLE>
<CAPTION>
                                                                                          ESTIMATED     SUCCESSOR
                                                                                          USEFUL       DECEMBER 31,
                                                                                          LIVES            1999
                                                                                          ---------    ------------
<S>                                                                                       <C>          <C>
Goodwill...............................................................................      3.0       $ 17,823,042
Less-accumulated amortization..........................................................                  (2,970,507)
                                                                                                       ------------
                                                                                                       $ 14,852,535
                                                                                                       ------------
                                                                                                       ------------
Intangible assets:
  Panel members........................................................................      4.0       $    711,752
  Customer base........................................................................      2.5            382,475
  Workforce............................................................................      3.5            988,749
                                                                                                       ------------
                                                                                                          2,082,976
Less-accumulated amortization..........................................................                    (306,714)
                                                                                                       ------------
                                                                                                       $  1,776,262
                                                                                                       ------------
                                                                                                       ------------
</TABLE>

4. OTHER CURRENT ASSETS

     Other current assets consisted of the following:

<TABLE>
<CAPTION>
                                                          PREDECESSOR      SUCCESSOR
                                                          ------------    ------------
                                                          DECEMBER 31,    DECEMBER 31,
                                                            1998             1999
                                                          ------------    ------------
<S>                                                       <C>             <C>
Prepaid advertising....................................      $   --         $317,960
Security deposits......................................       7,951          226,720
Other..................................................          --          203,048
                                                             ------         --------
                                                             $7,951         $747,728
                                                             ------         --------
                                                             ------         --------
</TABLE>

5. PROPERTY AND EQUIPMENT, NET

     Property and equipment, net consists of the following:

<TABLE>
<CAPTION>
                                                            PREDECESSOR      SUCCESSOR
                                           ESTIMATED        ------------    ------------
                                            USEFUL          DECEMBER 31,    DECEMBER 31,
                                           LIVES - YEARS       1998            1999
                                           -------------    ------------    ------------
<S>                                        <C>              <C>             <C>
Furniture and fixtures..................           7         $   91,832      $  112,488
Leasehold improvements..................           2*            88,404         113,824
Office equipment........................       3 - 5            419,107       1,515,445
Telephone system........................           5              8,573          46,989
                                               -----         ----------      ----------
                                                                607,916       1,788,746
Less--accumulated depreciation and
  amortization..........................                       (143,460)       (511,116)
                                                             ----------      ----------
                                                             $  464,456      $1,277,630
                                                             ----------      ----------
                                                             ----------      ----------
</TABLE>

------------------
* Life of underlying lease.

     Depreciation and amortization expense for these items amounted to $25,314,
$113,682, $74,433, and $305,223 in the years ended December 31, 1997 and 1998
and the periods from January 1, 1999 through May 16, 1999 and from May 17, 1999
through December 31, 1999, respectively.

                                      F-15
<PAGE>
6. INTERNAL USE SOFTWARE, NET

     Internal-use software, net consists of the following:

<TABLE>
<CAPTION>
                                                           PREDECESSOR      SUCCESSOR
                                              ESTIMATED    ------------    ------------
                                              USEFUL       DECEMBER 31,    DECEMBER 31,
                                               LIFE           1998            1999
                                              ---------    ------------    ------------
<S>                                           <C>          <C>             <C>
Internal use software......................        2        $  601,714      $1,585,957
Less--accumulated depreciation.............                   (267,370)       (609,803)
                                                            ----------      ----------
                                                            $  334,344      $  976,154
                                                            ----------      ----------
                                                            ----------      ----------
</TABLE>

     Depreciation related to internal use software amounted to $59,650,
$208,194, $81,250 and $261,183 in the years ended December 31, 1997 and 1998 and
the periods from January 1, 1999 through May 16, 1999 and from May 17, 1999
through December 31, 1999, respectively.

     Software costs expensed as incurred and charged to research and development
expense amounted to $59,650, $88,893, $98,568 and $522,945 in the years ended
December 31, 1997 and 1998 and the periods from January 1, 1999 through May 16,
1999 and from May 17, 1999 through December 31, 1999, respectively.

7. ACCRUED EXPENSES

     Accrued expenses consisted of the following:

<TABLE>
<CAPTION>
                                                          PREDECESSOR      SUCCESSOR
                                                          ------------    ------------
                                                          DECEMBER 31,    DECEMBER 31,
                                                             1998            1999
                                                          ------------    ------------
<S>                                                       <C>             <C>
Employee bonuses.......................................     $ 61,425       $  833,822
Accrued interest related party.........................           --          855,109
Other..................................................      226,060          480,538
                                                            --------       ----------
                                                            $287,485       $2,169,469
                                                            --------       ----------
                                                            --------       ----------
</TABLE>

8. RELATED PARTY TRANSACTIONS

GREENFIELD HOLDINGS

     The Company, as part of the management buyout and leveraged
recapitalization, received a promissory note from Greenfield Holdings. See
Note 3. The carrying amount of this note at December 31, 1999 of $13,879,794 is
included on the balance sheet as Note Payable to Stockholder, and the interest
expense related to this note is included in the statement of operations as
related party interest expense. Interest expense is calculated using the
effective interest method over the term of the note.

     Two management team members purchased equity shares in Greenfield Holdings
as a part of the leveraged recapitalization transaction. These investments
represent a 1.087% and 0.652% equity share in Greenfield Holdings.

I-GAIN

     In 1999, the Company entered into a relationship with I-Gain, an incentive
and loyalty reward company, in which I-Gain pays cash awards to panelists on a
random drawing basis on behalf of the Company. I-Gain receives a fee of $0.50
per transaction. A member of the Company's management team holds a 10% ownership
interest in I-Gain. The total costs incurred for this arrangement with I-Gain in
the periods from January 1, 1999 through May 16, 1999 and from May 17, 1999
through December 31, 1999 were $258,310 and $590,610, respectively. These fees
are included in cost of revenues.

                                      F-16
<PAGE>
8. RELATED PARTY TRANSACTIONS--(CONTINUED)
GREENFIELD CONSULTING GROUP, INC.

     In December 1999, the Company entered into a two-year agreement with
Greenfield Consulting Group, Inc., "Greenfield Consulting." Greenfield
Consulting is wholly owned by the sole stockholder of the Predecessor. Under the
two-year agreement, Digital Idea, Inc., a subsidiary of Greenfield Consulting
would exclusively purchase qualitative and quantitative market research data
from the Company at reduced rates. In turn, the Company agreed to not enter into
any exclusive provider arrangement with any other internet-focused strategic
consulting services company in the marketing services category. During the
period from May 17, 1999 through December 31, 1999, the Company earned revenues
of $26,200 from Digital Idea, Inc. related to these services.

     On May 14, 1999, the Company entered into a three-year agreement with
Greenfield Consulting in which Strategic Focus, Inc., a subsidiary of Greenfield
Consulting, would provide certain support services for the Company's Focus Chat
business, which provides the Company's clients access to online focus groups.
The agreement required the Company to rely exclusively on Strategic Focus, Inc.
for these support services. In January 2000, Strategic Focus, Inc. was dissolved
and the contract became null and void. During the period from May 17, 1999
through December 31, 1999, the Company incurred expenses of $21,563 related to
this agreement.

     On May 17, 1999, the Company entered into a Transition Services Agreement
with Greenfield Consulting in which the Company would share services related to
accounting, human resources and office administration through December 31, 1999.
The agreement could be terminated at any time given mutual agreement between the
Company and Greenfield Consulting. This agreement was terminated effective
November 30, 1999. During the period from May 17, 1999 through December 31,
1999, the Company paid fees for shared services of $49,482 to Greenfield
Consulting.

     On May 17, 1999, the Company entered into a sublease agreement with
Greenfield Consulting wherein it sublet an aggregate of 9,411 square feet from
Greenfield Consulting in their Westport, Connecticut office. The agreement was
effective through August 31, 1999; however, it could be extended on a
month-to-month basis through December 31, 1999. The sublease was extended
through November 30, 1999. During the period from May 17, 1999 through
December 31, 1999, the Company incurred expenses of $129,687 related to this
agreement.

MESCO, LTD.

     In 1999, the Company paid a total of $32,500 in consulting fees to Mesco,
Ltd., a consulting firm in which one of the Company's directors, who is also a
stockholder, is a principal. These consulting fees were paid at a fixed rate of
$5,000 per month. Under the agreement with Mesco, Ltd., Mesco provides business
and financial consulting services to the Company. This agreement can be
terminated at any time by either party.

FORGIVENESS OF PAYABLE TO AFFILIATE

     During the period from January 1, 1999 through May 16, 1999, the sole
stockholder of the Predecessor forgave a loan due to him from the Predecessor in
the amount of $2,788,665. Additionally, Greenfield Consulting, wholly owned by
the sole stockholder of the Predecessor, forgave $1,787,916 of intercompany
advances to the Predecessor. The forgiveness of the $4,576,581 of payables
during the period from January 1, 1999 through May 16, 1999 has been accounted
for as an additional contribution of capital to the Predecessor company.

9. TERM LOAN AND REVOLVING CREDIT FACILITY

     On December 3, 1999, the Company entered into a Loan and Security Credit
Agreement that provides a credit line of $6.0 million, "the credit facility".
The credit facility is comprised of a one-year term loan in the amount of $4.0
million and a revolving credit line of up to $2.0 million. The revolving credit
line is based upon an 85% advance rate on eligible accounts receivable. The
credit facility bears interest monthly at

                                      F-17
<PAGE>
9. TERM LOAN AND REVOLVING CREDIT FACILITY--(CONTINUED)
a rate equal to the highest LIBOR rate in effect during the month plus 5% per
annum, provided that the interest rate in effect in each month shall not be less
than 8% per annum. The credit facility was originally to mature on November 30,
2000 at which time it automatically would renew, subject to the terms and
conditions as set forth in the credit facility. The credit facility is
collateralized by the general assets of the Company, including security in the
Company's patents, trademarks and copyrighted works. The credit facility carries
a mandatory repayment if the Company completes an initial public offering of its
equity securities.

     As of December 31, 1999, the outstanding borrowings on the term loan were
$4.0 million. The Company had not used the revolving credit line and, as such,
had no outstanding balance at December 31, 1999. The interest rate at
December 31, 1999 was 11.5%.

     In conjunction with the credit facility, the Company issued a warrant to
purchase 167,808 shares of its Class A common stock to the debt holder. See Note
12. The warrant has an exercise price of $3.58 per share, and is fully
exercisable through its expiration date of December 3, 2003. The fair value of
the warrant was determined using the Black-Scholes pricing model assuming a
volatility rate of 61%, an expected life of 4 years, no expected dividends and a
risk free rate of return of 5.9%. The gross proceeds of the debt financing were
then allocated between the debt and the warrants based on the estimated fair
values of both instruments. The relative fair value assigned to the warrants of
$960,736 was recorded as a discount to the term loan. This discount is being
amortized as interest expense over the term of the loan using the effective
interest method. Amortization of the discount was $80,061 in the period from May
17, 1999 to December 31, 1999. See Note 12 for warrants. The borrowings under
this agreement are reported in the balance sheet as term loan, net and are net
of unamortized discount of $880,675.

10. COMMITMENTS AND CONTINGENCIES

LEASE COMMITMENTS AND OBLIGATIONS

     Assets under capital leases are summarized below:

<TABLE>
<CAPTION>
                                                          PREDECESSOR      SUCCESSOR
                                                          ------------    ------------
                                                          DECEMBER 31,    DECEMBER 31,
                                                             1998            1999
                                                          ------------    ------------
<S>                                                       <C>             <C>
Equipment..............................................     $148,354        $803,358
Less--accumulated depreciation.........................      (24,317)       (182,118)
                                                            --------        --------
Assets under capital leases, net.......................     $124,037        $621,240
                                                            --------        --------
                                                            --------        --------
</TABLE>

     Future minimum lease payments under capital leases and noncancelable
operating leases as of December 31, 1999 are as follows:

<TABLE>
<CAPTION>
                                                             CAPITAL     OPERATING
                                                            ---------    ----------
<S>                                                         <C>          <C>
Years Ending December 31:
2000.....................................................   $ 419,290    $  758,710
2001.....................................................     266,814       583,123
2002.....................................................     138,856       544,357
2003.....................................................         670       515,219
2004 and beyond..........................................          --     2,310,005
                                                            ---------    ----------
     Total minimum lease payments........................     825,630    $4,711,414
                                                                         ----------
                                                                         ----------
     Amount representing interest........................    (128,918)
                                                            ---------
     Present value of minimum lease payments.............     696,712
     Less current portion................................    (335,771)
                                                            ---------
     Noncurrent portion..................................   $ 360,941
                                                            ---------
                                                            ---------
</TABLE>

     The current portion of capital lease obligations is included in the balance
sheet in other current liabilities and the noncurrent portion is included in
other long-term liabilities.

                                      F-18
<PAGE>
10. COMMITMENTS AND CONTINGENCIES--(CONTINUED)
     Total rental expense for operating leases was $61,447, $262,650, $126,359
and $267,133, in the years ended December 31, 1997 and 1998 and the periods from
January 1, 1999 through May 16, 1999 and from May 17, 1999 through December 31,
1999.

COMMITMENTS

     The Company entered into agreements during 1999 committing to pay
$2,271,000 during the year ended December 31, 2000. Of this amount, $1,971,000
pertains to panel acquisition expenses and $300,000 pertains to security
deposits on leased office space.

EMPLOYMENT AGREEMENTS

     The Company maintains employment agreements with the key officers of the
Company. The employment agreements contain provisions for minimum compensation
levels. In addition, three of the agreements contain severance provisions and
one contains a provision for key man life insurance.

LITIGATION

     The Company, in the ordinary course of business, is subject to various
legal proceedings. While it is impossible to determine the ultimate outcome of
these matters, it is management's opinion that the resolution of these matters
will not have a material adverse effect on the financial position, results of
operations and cash flows of the Company.

11. INCOME TAXES

     Deferred income taxes reflect the net tax effects of temporary differences
between the carrying amounts of assets and liabilities for financial reporting
purposes and amounts used for income tax purposes. The net deferred tax assets
recorded in 1999 are primarily related to federal and state net operating loss
carryforwards and other temporary differences generated for the period from May
17, 1999 through December 31, 1999.

     Income tax benefit for the period from May 17, 1999 through December 31,
1999 included the following:

<TABLE>
<CAPTION>
                                                           CURRENT     DEFERRED       TOTAL
                                                          ---------    ---------    ---------
<S>                                                       <C>          <C>          <C>
Federal................................................   $      --    $(800,589)   $(800,589)
State..................................................          --     (139,863)    (139,863)
                                                          ---------    ---------    ---------
                                                          $      --    $(940,452)   $(940,452)
                                                          ---------    ---------    ---------
                                                          ---------    ---------    ---------
</TABLE>

     The components of deferred income taxes at December 31, 1999 are presented
below:

<TABLE>
<S>                                                                                <C>
Deferred tax assets:
  Net operating loss carryforwards..............................................   $1,392,250
  Deferred revenues.............................................................      526,293
  Unearned stock-based compensation.............................................      350,274
  Related party interest expense, net...........................................      341,688
  Other deferred tax assets.....................................................      339,513
                                                                                   ----------
Gross deferred tax asset........................................................    2,950,018
Deferred tax liabilities:
Purchase accounting temporary differences.......................................     (828,622)
Net deferred tax asset..........................................................    2,121,396
Less--valuation allowance.......................................................   (2,121,396)
                                                                                   ----------
Net deferred tax asset..........................................................   $       --
                                                                                   ----------
                                                                                   ----------
</TABLE>

     A full valuation allowance was recorded against net deferred tax asset
because their realizability is subject to future events, including generating
sufficient taxable income, the likelihood of which cannot be

                                      F-19
<PAGE>
11. INCOME TAXES--(CONTINUED)
determined at this time. The Company continually reviews the adequacy of the
valuation allowance and will recognize these benefits only as and when
reassessment indicates that it is more likely than not that the benefits will be
realized.

     The Connecticut state and federal net operating loss carryforwards (NOLs)
of approximately $3,486,000 each expire at various times through 2004 for
Connecticut and 2019 for Federal purposes.

     The differences between the income tax benefit at the U.S. statutory rate
and the effective rate are summarized as follows:

<TABLE>
<S>                                                                                    <C>
Federal statutory rate..............................................................     34.00%
State statutory rate................................................................      5.94%
Unearned stock-based compensation...................................................    (11.95%)
Goodwill amortization...............................................................     (7.20%)
Valuation allowance.................................................................    (14.40%)
                                                                                       -------
     Effective tax rate.............................................................      6.39%
                                                                                       -------
                                                                                       -------
</TABLE>

12. STOCKHOLDERS' EQUITY

COMMON STOCK

     Effective with the management buyout (see Note 3), the Company has two
classes of common stock, Class A and Class B. The Class B common stock has a
preference over the Class A in liquidation. In liquidation the Class B common
stock receives a 7% cumulative return on its original price per share.

STOCK REPURCHASE AND REDEMPTION

     On May 17, 1999, pursuant to the Stock Purchase and Redemption Agreement,
the Company sold to Greenfield Holdings 21,855,150 shares of Class B common
stock for an aggregate purchase price of $8,863,548. In addition, pursuant to
the Agreement, on May 17, 1999, the Company redeemed 42,534,000 shares of
Class A common stock from the sole stockholder of the Predecessor for an
aggregate purchase price of $17,249,912. See Note 3.

NOTES RECEIVABLE FROM STOCKHOLDERS

     In conjunction with the management buyout on May 17, 1999 (see Note 3), the
Company paid $500,088 to the former sole stockholder of the Predecessor on
behalf of two officers of the Company. In exchange, these employees issued to
the Company two nonrecourse promissory notes in the amounts of $425,075 and
$75,013, respectively. The cash paid to the employees was used to purchase
1,048,050 and 184,950 shares, respectively, of Class A common stock from the
sole stockholder of the Predecessor. The promissory notes are collateralized
with the shares of the Company's Class A common stock and bear interest at a
rate of 5.3% per year. The Company's sole recourse against the employees is
limited to the Class A common stock. Principal and interest may be prepaid in
whole or in part at any time without penalty.

     The stock purchased by the employees with the proceeds of these notes is
restricted since the Company has the right to repurchase the stock for its
original purchase price from either one of the officers if their employment
terminates for any reason. The restrictions on the stock lapse and the stock
becomes vested 25% one year after the management buyout and 12.5% each six-month
period thereafter until four years have expired.

     Under Emerging Issues Task Force Abstract 95-16, Accounting for Stock
Compensation Arrangements with Employer Loan Features, "EITF 95-16," these
nonrecourse notes receivable, collateralized by stock, are treated as a stock
option award with variable plan accounting treatment. Accordingly, the Company
has recognized a stock based compensation charge, and related increase in
additional paid-in capital, of $4,306,435 for the period from May 17, 1999
through December 31, 1999, related to these notes receivable. This charge is
calculated as the excess of the estimated fair value of the common stock at
December 31,

                                      F-20
<PAGE>
12. STOCKHOLDERS' EQUITY--(CONTINUED)
1999, over the value of the common stock at issuance, multiplied by the number
of shares held by the employees and an applicable vesting percentage.

UNEARNED STOCK-BASED COMPENSATION

     In connection with certain stock option and warrant grants from May 17,
1999 through December 31, 1999, the Company recorded unearned stock-based
compensation totaling $7,665,421, which is being amortized to operations over
the related service periods, generally four years. The Company has amortized
$435,654 of stock-based compensation expense in the statement of operations in
the period from May 17, 1999 through December 31, 1999 related to these option
grants. Stock-based compensation expense for the period from May 17, 1999
through December 31, 1999 totaled $5,182,715, including compensation expense of
$440,626 for certain options with immediate vesting and $4,306,435 related to
the notes receivable from key employees.

TREASURY STOCK

     The Company accounts for treasury stock under the cost method. On May 17,
1999, the Company repurchased 42,534,000 shares of its Class A common stock for
$17,249,912 as part of the management buyout and leveraged recapitalization
transaction as described in Note 3.

WARRANTS

     On December 3, 1999, in conjunction with the establishment of the credit
facility, see Note 8, the Company issued a warrant to purchase 167,808 shares of
Class A common stock at an exercise price of $3.58 per share to a debt holder.
The warrant is exercisable immediately and expires on December 3, 2003. This
warrant was outstanding at December 31, 1999. See Note 9.

STOCK OPTIONS

     In the period ending December 31, 1999, the Board of Directors of the
Company authorized and reserved 4,238,550 shares of Class A common stock for
issuance under its stock option plan. There were 434,500 shares available for
future grant at December 31, 1999.

13. 1999 STOCK OPTION PLAN

     On May 12, 1999, the Company adopted a non-qualified stock option plan that
enables key employees, directors and consultants of the Company to purchase
shares of common stock of the Company. The Company grants options to purchase
its common stock, generally at fair value at the date of grant based upon
valuations determined by management and the Board of Directors. Options
generally vest over a period up to 4 years and expire after 10 years from the
date of grant.

     Stock option activity is as follows:

<TABLE>
<CAPTION>
                                                                                                    WEIGHTED AVERAGE
                                                                                NUMBER OF SHARES    PRICE PER SHARE
                                                                                ----------------    ----------------
<S>                                                                             <C>                 <C>
Outstanding at May 17, 1999..................................................              --                --
  Granted....................................................................       3,804,050            $ 0.27
  Canceled...................................................................              --                --
  Exercised..................................................................       1,335,500            $ 0.03
                                                                                   ----------
Outstanding at December 31, 1999.............................................       2,468,550            $ 0.40
                                                                                   ----------
                                                                                   ----------
</TABLE>

     Under the provisions of SFAS No. 123, Accounting for Stock-Based
Compensation, the Company has elected to continue to account for its stock
option plan in accordance with the provisions of APB No. 25. Had compensation
cost for the Company's employee stock option plan been determined consistent
with the

                                      F-21
<PAGE>
13. 1999 STOCK OPTION PLAN--(CONTINUED)
provisions of SFAS No. 123, the Company's net loss and net loss per share would
have been the pro forma amounts indicated below:

<TABLE>
<CAPTION>
                                                                                               BASIC AND DILUTED
                                                                                                   NET LOSS
                                                                       NET LOSS                    PER SHARE
                                                             ----------------------------    ---------------------
                                                                  AS             PRO           AS          PRO
                                                               REPORTED         FORMA        REPORTED     FORMA
                                                             ------------    ------------    --------    ---------
<S>                                                          <C>             <C>             <C>         <C>
May 17, 1999 to December 31, 1999.........................   $(13,787,921)   $(13,810,863)    $(0.56)     $ (0.56)
</TABLE>

     For the periods ended December 31, 1997 and 1998 and for the period from
January 1, 1999 through May 11, 1999, the Company did not have a stock option
plan in effect.

     For purposes of this disclosure, the fair value of each option grant was
estimated on the date of grant using the Black-Scholes option pricing model with
the following weighted average assumptions used for grants outstanding in 1999.

<TABLE>
<CAPTION>
                                                                      1999
                                                                      ----
<S>                                                                   <C>
Risk-free interest rate............................................    5.9%
Weighted average expected life (years).............................      5
Volatility factor..................................................     61%
Expected dividends.................................................      0
</TABLE>

     The following represents additional information about stock options
outstanding at December 31, 1999:

<TABLE>
<CAPTION>
                      OPTIONS OUTSTANDING
---------------------------------------------------------------        OPTIONS EXERCISEABLE
                                                       WEIGHTED     --------------------------
                                    WEIGHTED           AVERAGE                      WEIGHTED
                                     AVERAGE           EXERCISE                     AVERAGE
    RANGE OF                        REMAINING LIFE      PRICE                       EXERCISE
EXERCISE PRICES       NUMBER        CONTRACTUAL          PER         NUMBER         PRICE (PER
   PER SHARE        OUTSTANDING      (YEARS)            SHARE       EXERCISABLE      SHARE)
----------------    -----------     --------------     --------     -----------     ----------
<S>                 <C>             <C>                <C>          <C>             <C>
$0.31--$0.49         1,877,450            9.6           $ 0.31         4,500          $ 0.31
$0.50--$0.74           290,600            9.5           $ 0.51         4,500          $ 0.51
$0.75--$0.88           300,500            9.9           $ 0.87         4,500          $ 0.87
</TABLE>

14. SUPPLEMENTAL DISCLOSURE OF NONCASH TRANSACTIONS

JANUARY 1, 1999 THROUGH MAY 16, 1999

     Prior to the management buyout transaction disclosed in Note 3, the former
sole shareholder and a related party forgave their respective loan balances in
the amounts of $2,788,665 and $1,787,916, respectively, through a capital
contribution.

MAY 17, 1999 THROUGH DECEMBER 31, 1999

     The relative fair value of the warrants issued in conjunction with the term
loan was $960,736 and was recorded as a discount to the term loan. See Note 9.

     The relative fair value of the stock options assigned to the note payable
to stockholder was $273,769 and was recorded as a discount to the note payable
to stockholder. See Note 3.

     During the year ended December 31, 1998 and the period from May 17, 1999
through December 31, 1999, the Company entered into several capital lease
obligations to purchase fixed assets in the amounts of $148,354 and $655,004,
respectively.

15. SUBSEQUENT EVENTS

     In February of 2000, the Company changed its state of incorporation from
Connecticut to Delaware.

                                      F-22
<PAGE>
15. SUBSEQUENT EVENTS--(CONTINUED)
     On March 3, 2000, the Board of Directors of the Company voted to amend its
articles of incorporation to increase the number of common shares authorized by
the Company to 100,000,000. In addition, the Company amended its articles of
incorporation and executed a 2-for-1 stock split. All references to common stock
amounts, shares and per share data included in the financial statements and
related footnotes have been adjusted to give retroactive effect to this stock
split.

     On March 3, 2000, the Company entered into a subordinated credit facility,
the "Subordinated Credit Line," with the Greenfield Holdings. The Subordinated
Credit Line allows for the Company to borrow up to $5.0 million from Greenfield
Holdings at an interest rate of 10% per year. This Subordinated Credit Line
matures at June 30, 1999. The facility includes 139,860 warrants issued to
Greenfield Holdings at an exercise price of $3.58 per share which expire on
March 3, 2004. The subordinated credit facility has a mandatory prepayment if
the Company completes an initial public offering. On March 3, 2000, the Company
received $2.5 million of cash under this Subordinated Credit Line.

     On March 3, 2000, the Company amended the nonrecourse notes receivable from
the two employees of the Company described in Note 12. Under the amendment, the
notes were made recourse notes. As such, variable plan accounting ceases.

UNAUDITED

     Effective March 10, 2000, the Company entered into an agreement that
extended the maturity date of the Subordinated Credit Line to the earlier of
June 30, 2001 or the closing of an initial public offering. As consideration for
the extension of the maturity date, the Company agreed to issue Greenfield
Holdings additional warrants to purchase common stock. Should any portion of the
Subordinated Credit Line remain outstanding as of September 30, 2000, the
Company will issue warrants to purchase 34,965 shares of common stock at an
exercise price equal to the fair value on that day. If any portion of the
Subordinated Credit Line remains outstanding on December 31, 2000, March 31,
2000 or June 30, 2001, the Company will issue the same amount of warrants on the
same terms on each of these dates.

     On March 13, 2000 and March 14, 2000, the Company issued an aggregate of
645,338 shares of Class A common stock to private investors for cash
consideration of $5.4 million or $8.37 per share.

     On March 14, 2000, the Company extended the initial maturity date on its
credit facility, see Note 9, to March 31, 2001. Based upon this extension the
term loan balance has been included as a long-term liability in the
December 31, 1999 balance sheet.

                                      F-23

<PAGE>
                         UNAUDITED PRO FORMA CONDENSED
                            STATEMENT OF OPERATIONS
                      FOR THE YEAR ENDED DECEMBER 31, 1999

     The following unaudited pro forma condensed statement of operations for the
year ended December 31, 1999 gives effect to the management buyout completed on
May 17, 1999 as if it had occurred on January 1, 1999. The management buyout is
described in further detail in Note 3 to the Company's financial statements on
page F-12.

     The unaudited pro forma statements of operations include certain
adjustments to reflect a full year's amortization consisting of capitalized
software, goodwill and intangible assets, as well as incremental related party
interest expense and vesting of stock-based compensation. The adjustments are
more fully explained in the notes to the pro forma financial statements. The
unaudited pro forma condensed statement of operations should be read in
conjunction with the respective audited financial statements of the Company
appearing elsewhere in this prospectus. The pro forma results are not
necessarily indicative of results that actually would have occurred if the
management buyout had taken place on January 1, 1999.

<TABLE>
<CAPTION>
                                                 PERIOD FROM         PERIOD FROM                         PRO FORMA
                                                JANUARY 1, 1999     MAY 17, 1999                         YEAR ENDED
                                                   THROUGH             THROUGH           PRO FORMA      DECEMBER 31,
                                                MAY 16, 1999       DECEMBER 31, 1999    ADJUSTMENTS         1999
                                                ---------------    -----------------    -----------     ------------
<S>                                             <C>                <C>                  <C>             <C>
Revenues.....................................     $ 1,733,720        $   5,557,465      $        --     $  7,291,185
Cost of revenues.............................         702,189            2,516,758               --        3,218,947
                                                  -----------        -------------      -----------     ------------
     Gross profit............................       1,031,531            3,040,707               --        4,072,238
                                                  -----------        -------------      -----------     ------------
Operating expenses:
  Selling, general and administrative
     expenses................................       5,243,811            6,821,699               --       12,065,510
  Depreciation and amortization..............         155,683            3,843,628        3,345,144(1)     7,344,455
  Research and development...................         186,282              792,268               --          978,550
  Panel acquisition expenses.................          27,349              112,531               --          139,880
  Stock-based compensation expense...........                            5,182,715        2,583,861(3)     7,766,576
                                                  -----------        -------------      -----------     ------------
     Operating expenses......................       5,613,125           16,752,841        5,929,005       28,294,971
                                                  -----------        -------------      -----------     ------------
     Operating loss..........................      (4,581,594)         (13,712,134)      (5,929,005)     (24,222,733)
                                                  -----------        -------------      -----------     ------------
Interest income (expense):
  Interest income............................              --               42,120               --           42,120
  Interest expense...........................          (7,001)            (202,855)              --         (209,856)
  Related party interest expense.............         (42,902)            (855,504)        (470,187)(2)   (1,368,593)
                                                  -----------        -------------      -----------     ------------
  Interest expense, net......................         (49,903)          (1,016,239)        (470,187)      (1,536,329)
                                                  -----------        -------------      -----------     ------------
     Loss before income taxes................      (4,631,497)         (14,728,373)      (6,399,192)     (25,759,062)
Income tax benefit...........................              --              940,452               --          940,452
                                                  -----------        -------------      -----------     ------------
     Net loss................................     $(4,631,497)       $ (13,787,921)     $(6,399,192)    $(24,818,610)
                                                  -----------        -------------      -----------     ------------
                                                  -----------        -------------      -----------     ------------
Basic and diluted net loss per share.........     $     (0.10)       $       (0.56)                     $      (1.01)
                                                  -----------        -------------                      ------------
                                                  -----------        -------------                      ------------
Weighted average shares outstanding--basic
  and diluted................................      45,000,000           24,707,186                        24,563,348
                                                  -----------        -------------                      ------------
                                                  -----------        -------------                      ------------
</TABLE>

(1) Goodwill and certain intangible assets were recorded through the application
of "push-down" accounting in accordance with SEC Staff Accounting Bulletin
No. 54 in connection with the management buyout transaction described in Note 3
to the audited financial statements. Goodwill, capitalized software and
identifiable intangible assets are amortized on a straight-line basis over the
estimated period of benefit, which ranges from 2 to 4 years. The pro forma
adjustments for the year ended December 31, 1999 assume an additional four and
half months of amortization of capitalized software, goodwill and intangible
assets. This resulted in additional amortization of $3,345,144.

                                      F-24
<PAGE>
(2) As a result of the management buyout, the Successor received a loan in the
form of a Promissory Note to Greenfield Holdings, in the amount of $14,136,452.
The note is unsecured and bears interest at an escalating rate as follows: May
17, 1999 to May 16, 2001, 7.5% per annum; May 17, 2001 to May 16, 2003, 9.5% per
annum; and, May 17, 2003 to May 17, 2009, 10.5% per annum. The pro forma
adjustment for the year ended December 31, 1999 assumes an additional four and
half months of interest expense relating to this Promissory Note, which amounted
to $523,567.

     During the period from January 1, 1999 through May 16, 1999, the sole
stockholder of the Predecessor forgave a loan due to him from the Predecessor in
the amount of $2,788,665. The pro forma statement of operations for the year
ended December 31, 1999 gives effect to the forgiveness of such debt as if it
had occurred on January 1, 1999 and, as such, interest expense associated with
this loan of $42,902 was eliminated in the pro forma adjustments.

     In conjunction with the management buyout on May 17, 1999, the Company paid
$500,088 to two officers of the Company. In exchange, these employees issued to
the Company two Nonrecourse Promissory Notes in the amounts of $425,075 and
$75,013, respectively. The cash paid to the employees was used to purchase
1,048,050 and 184,950 shares, respectively, of Class A common stock from the
sole Stockholder of the Predecessor. The promissory notes are secured with the
shares of the Company's Class A common stock and bear interest at a rate of 5.3%
per annum. The Company's sole recourse against the employees is limited to the
Class A common stock. Principal and interest may be prepaid in whole or in part
at any time without penalty. The pro forma adjustments for the year ended
December 31, 1999 assume an additional four and a half months of related party
interest income relating to these two Nonrecourse Promissory Notes, which
amounted to $10,478.

(3) The Class A common stock purchased by employees with the proceeds of their
Nonrecourse Promissory Notes is restricted as the Company has the right to
repurchase the stock for its original purchase price if their employment
terminates for any reason. The restrictions on the stock lapse and the stock
becomes vested 25% after one year from the management buyout and 12.5% each
six-month period thereafter until four years have expired. The stock purchased
by the employees is accounted for using variable plan accounting as required by
EITF 95-16. The Company recognizes stock-based compensation based on increases
in the fair value of the stock held by the employees, multiplied by the
applicable vesting period. The pro forma adjustments for the year ended
December 31, 1999 assume an additional four and a half months of vesting for
this stock, which amounted to $2,583,861.

                                      F-25

<PAGE>
                                    PART II
                   INFORMATION NOT REQUIRED IN THE PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

     The following table sets forth the costs and expenses, other than
underwriting discounts and commissions, payable by the Company in connection
with the sale of common stock being registered. All amounts are estimates except
the SEC registration fee and the NASD filing fee. The Registrant will pay all
these expenses.

<TABLE>
<CAPTION>
                                                                            AMOUNT
                                                                           TO BE PAID
                                                                           ----------
<S>                                                                        <C>
SEC Registration Fee....................................................    $
NASD Filing Fee.........................................................
Nasdaq National Market Listing Fee......................................
Printing Fees and Expenses..............................................
Legal Fees and Expenses.................................................
Accounting Fees and Expenses............................................
Blue Sky Fees and Expenses..............................................
Transfer Agent and Registrar Fees.......................................
Miscellaneous...........................................................
                                                                            --------
     Total..............................................................    $
                                                                            --------
                                                                            --------
</TABLE>

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Section 145 of the Delaware General Corporation Law permits a corporation
to include in its charter documents and in agreements between the corporation
and its directors and officers, provisions expanding the scope of
indemnification beyond that specifically provided by the current law.

     Our restated certificate of incorporation limits the liability of directors
to the maximum extent permitted by the Delaware General Corporation Law. The
Delaware General Corporation Law provides that the personal liability of a
director for monetary damages for breach of his or her fiduciary duties as a
director may be eliminated, except for:

     o any breach of the director's duty of loyalty to a corporation or its
       stockholders;

     o acts or omissions not in good faith or that involve intentional
       misconduct or a knowing violation of law;

     o unlawful payments of dividends or unlawful stock repurchases, redemptions
       or other distributions; and

     o any transaction from which the director derived an improper personal
       benefit.

     Our restated bylaws provide that we may indemnify our directors and
officers and may indemnify our other employees and agents to the fullest extent
permitted by Delaware law. We believe that indemnification under our restated
bylaws covers at least negligence and gross negligence on the part of
indemnified parties.

     We have obtained directors' and officers' insurance providing
indemnification for our directors, officers and some of our employees for
certain liabilities. We believe that this insurance is necessary to attract and
retain qualified directors and officers.

                                      II-1
<PAGE>
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES

     (a)(1) On May 17, 1999, our management team and a group of new investors
executed a management buyout in which approximately 97% of our outstanding
common stock was acquired by Greenfield Holdings, LLC., a company formed
specifically to execute the buyout, and certain other investors. The transaction
involved a series of agreements:

     o Stock Purchase, Sale and Redemption Agreement. Under this agreement,
       Greenfield Holdings purchased securities for a purchase price of
       $8,863,548, which, adjusted for stock splits and reflecting the
       conversion to common, gave them 21,855,150 shares of our common stock.

     o Promissory Note. Under this note, Greenfield Holdings loaned us
       $14,136,452 that we used in part to redeem 94.5% of outstanding stock
       then owned by one of our founders, Andrew Greenfield. The loan from
       Greenfield Holdings to us must be paid in full upon completion of this
       offering.

     o Stock Purchase, Consent and Waiver Agreement. We used a portion of the
       proceeds of the loan made under the Promissory Note to loan Mr. Nadilo
       and Mr. Davis $425,075 and $75,013, respectively, to allow them to
       purchase stock from Mr. Greenfield. Adjusted for stock splits and
       reflecting the conversion to common, the purchase gave them 1,048,050 and
       184,950 shares, respectively, of our common stock as of March 3, 2000. We
       have the right to repurchase the stock for its original purchase price
       from either one of them if his employment terminates for any reason. The
       restrictions on the stock lapse and the stock becomes vested 25% one year
       after the management buyout and 12.5% each six-month period thereafter
       until four years have expired. For Mr. Nadilo, the expiration of these
       restrictions will accelerate on 75% of his stock if we sell the stock or
       assets of our company. For Mr. Davis, the expiration of these
       restrictions will accelerate on 50% of his stock if we sell the stock or
       assets of our company. The stock purchased by Messrs. Nadilo and Davis is
       pledged to us to secure the repayment of their loans

     (a)(2) On March 14, 2000, we completed a private placement of 645,338
shares of our Class A common stock at a price of $8.37 per share for an
aggregate offering price of $5.4 million. The purchasers, all of which were
accredited investors within the definition of Regulation D, were TechVantage
Partners, L.P., TechVantage Qualified Partners, L.P. and TechVantage Overseas
Fund, Inc. (all of whom are controlled by Westway Capital, LLC), 701 Venture
Investments, LLC and GDCP Investment Partners.

     (b) There were no underwritten offerings employed in connection with any of
the transactions set forth in Item 15(a).

     The issuances described in Items 15(a)(1) and (2) were deemed to be exempt
from registration under the Securities Act in reliance upon
Section 4(2) thereof as transactions by an issuer not involving any public
offering. The issuances described in Item 15(a)(2) were deemed to be exempt from
registration under the Securities Act in reliance upon Rule 506 of
Regulation D.

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

     (a) Exhibits

<TABLE>
<CAPTION>
EXHIBIT
NUMBER   DESCRIPTION
------   --------------------------------------------------------------------------------------------------------
<S>      <C>
  1.1           --  Form of Underwriting Agreement*
  3.1           --  Restated Certificate of Incorporation of the Registrant, to be effective upon completion of
                    the offering
  3.2           --  Form of Restated Bylaws of the Registrant, to be effective upon completion of the offering
  4.1           --  Form of the Registrant's Common Stock Certificate
  5.1           --  Opinion of Preston Gates & Ellis LLP*
 10.1           --  Stock Purchase & Redemption Agreement among the Registrant, Andrew Greenfield and Greenfield
                    Holdings, LLC, dated May 12, 1999
</TABLE>

                                      II-2
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER   DESCRIPTION
------   --------------------------------------------------------------------------------------------------------
<S>      <C>
 10.2           --  Escrow Agreement among the Registrant, Andrew Greenfield, Greenfield Holdings, LLC and
                    SunTrust Bank, Atlanta, dated May 17, 1999
 10.3           --  License Agreement between the Registrant and Greenfield Consulting Group, Inc., dated
                    December 22, 1999
 10.4           --  Supplement to License Agreement between the Registrant and Greenfield Consulting Group, Inc.,
                    dated January 27, 2000
 10.5           --  Agreement between the Registrant and Greenfield Consulting Group, Inc., dated April 20, 1999
 10.6           --  Agreement between the Registrant and Digital Idea, LLC, dated as of December 1, 1999
 10.7           --  Shareholders' Agreement among the Registrant, Andrew Greenfield and Greenfield Holdings, LLC,
                    dated May 17, 1999, as amended
 10.8           --  Registration Rights Agreement among the Registrant, Andrew Greenfield and Greenfield
                    Holdings, LLC, dated May 17, 1999
 10.9           --  Promissory Note made by the Registrant in favor of Greenfield Holdings, LLC, dated May 17,
                    1999
 10.10          --  Note and Warrant Purchase Agreement between the Registrant and Greenfield Holdings, LLC,
                    dated March 3, 2000
 10.11          --  Promissory Note made by the Registrant in favor of Greenfield Holdings, LLC, dated March 3,
                    2000
 10.12          --  Class A Common Stock Warrant issued by the Registrant to Greenfield Holdings, LLC, dated
                    March 3, 2000
 10.13          --  Stock Purchase, Consent & Waiver Agreement among the Registrant, Rudy Nadilo, Hugh Davis, and
                    Andrew Greenfield, dated May 17, 1999
 10.14          --  Retained Shareholder Joinder among the Registrant, Rudy Nadilo and Hugh Davis, dated May 17,
                    1999
 10.15          --  Nonrecourse Promissory Note made by Rudy Nadilo in favor of the Registrant, dated May 17,
                    1999
 10.16          --  Pledge Agreement between the Registrant and Rudy Nadilo, dated May 17, 1999
 10.17          --  Amended and Restated Employment Agreement between the Registrant and Rudy Nadilo, dated
                    March 13, 2000
 10.18          --  Non-recourse Promissory Note made by Hugh Davis in favor of the Registrant, dated May 17,
                    1999
 10.19          --  Pledge Agreement between the Registrant and Hugh Davis, dated May 17, 1999
 10.20          --  Loan and Security Agreement between the Registrant and Greyrock Capital, a division of Banc
                    of America Commercial Finance Corporation, dated December 3, 1999
 10.21          --  Secured Promissory Note made by the Registrant in favor of Greyrock Capital, a division of
                    Banc of America Commercial Finance Corporation, dated December 3, 1999
 10.22          --  Patent and Trademark Security Agreement between the Registrant and Greyrock Capital, a
                    division of Banc of America Commercial Finance Corporation, dated December 3, 1999
 10.23          --  Security Agreement in Copyrighted Works between the Registrant and Greyrock Capital, a
                    division of Banc of America Commercial Finance Corporation, dated December 3, 1999
 10.24          --  Registration Rights Agreement between the Registrant and Greyrock Capital, a division of Banc
                    of America Commercial Finance Corporation, dated December 3, 1999
 10.25          --  Antidilution Agreement between the Registrant and Greyrock Capital, a division of Banc of
                    America Commercial Finance Corporation, dated December 3, 1999
</TABLE>

                                      II-3
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER   DESCRIPTION
------   --------------------------------------------------------------------------------------------------------
<S>      <C>
 10.26          --  Warrant to Purchase Stock issued by the Registrant to Greyrock Capital, a division of Banc of
                    America Commercial Finance Corporation, dated December 3, 1999
 10.27          --  Agreement between the Registrant and CommonPlaces LLC, dated January 28, 2000
 10.28          --  Lease between the Registrant and Wilton Executive Campus Associates, dated October 20, 1999
 10.29          --  Lease between the Registrant and Wilton Campus Properties, LLC, dated October 20, 1999
 10.30          --  Lease between the Registrant and Wilton Executive Campus Associates, dated October 20, 1999
                    (Data Center)
 10.31          --  Lease between the Registrant and New Montgomery Associates, LLC, dated January 9, 1998, as
                    amended
 10.32          --  Amended and Restated 1999 Stock Option Plan of the Registrant
 10.33          --  Form of Stock Option Agreement of the Registrant
 10.34          --  2000 Directors Stock Option Plan of the Registrant, to be effective upon completion of the
                    offering
 10.35          --  2000 Employee Stock Purchase Plan of the Registrant, to be effective upon completion of the
                    offering
 10.36          --  Employment Agreement between the Registrant and Susan Rosovsky, dated July 1, 1999
 10.37          --  Employment Agreement between the Registrant and Leigh-Brindeland Bell, dated July 1, 1999
 10.38          --  Employment Agreement between the Registrant and Stephen J. Cook, dated July 1, 1999
 10.39          --  Amended and Restated Employment Agreement between the Registrant and Robert E. Bies, dated
                    March 3, 2000
 10.40          --  Form of Non-Qualified Stock Option Agreement of the Registrant, as amended (used for
                    management options before amendment and restatement of 1999 Stock Option Plan)
 10.41          --  Agreement between the Registrant and Forrester Research, Inc., dated May 13, 1999
 10.42          --  Agreement between the Registrant and Flackett Stevens and Associates, dated June 11, 1999
 10.43          --  Co-Location Services Agreement between the Registrant and UUNet Technologies, Inc., dated
                    May 29, 1998
 10.44          --  Employment Agreement between the Registrant and Alastair Bruce dated July 1, 1999
 10.45          --  Amended Promissory Note made by Hugh Davis in favor of the Registrant dated March 3, 2000
 10.46          --  Amended Promissory Note made by Rudy Nadilo in favor of the Registrant dated March 3, 2000
 10.47          --  Amendment No. 1 to Note and Warrant Purchase Agreement between the Registrant and Greenfield
                    Holdings, LLC, dated March 10, 2000
 10.48          --  Form of First Amendment to Non-Qualified Stock Option Agreement of the Registrant
 23.1           --  Consent of PricewaterhouseCoopers LLP, Independent Accountants
 23.2           --  Consent of Counsel (included in Exhibit 5.1)*
 27.1           --  Financial Data Schedule
</TABLE>

------------------

* To be filed by amendment

     (b) Financial Statement Schedules

                                      II-4
<PAGE>
ITEM 17. UNDERTAKINGS

     The undersigned Registrant hereby undertakes to provide to the underwriters
at the closing specified in the Underwriting Agreement, certificates in such
denominations and registered in such names as required by the underwriters to
permit prompt delivery to each purchaser

     Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

     The undersigned Registrant hereby undertakes that:

     (1) For purposes of determining any liability under the Act, the
         information omitted from the form of prospectus filed as part of this
         Registration Statement in reliance upon Rule 430A and contained in the
         form of prospectus filed by the Registrant pursuant to Rule 424(b)(1),
         or (4), or 497(h) under the Act shall be deemed to be a part of this
         Registration Statement as of the time it was declared effective.

     (2) For the purpose of determining any liability under the Act, each
         post-effective amendment that contains a form of prospectus shall be
         deemed to be a new registration statement relating to the securities
         offered therein and the offering of such securities at that time shall
         be deemed to be the initial bona fide offering thereof.

                                      II-5

<PAGE>
                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-1 and has duly caused this its Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, state of New York, on the 16 day of
March, 2000.

                                          GREENFIELD ONLINE, INC.

                                          By: /s/ Robert E. Bies
                                            ------------------------------------
                                            Robert E. Bies
                                            Chief Financial Officer and
                                          Treasurer

                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Robert E. Bies, his attorney-in-fact, for him in
any and all capacities, to sign any amendments to this registration statement
and to file the same, with exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, hereby ratifying and
confirming all that said attorney-in-fact, or his substitute, may do or cause to
be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement on Form S-1 has been signed by the following persons
in the capacities indicated on March 16, 2000.

<TABLE>
<CAPTION>
                                                                                                      DATE
                                                                                                 --------------

<S>                                             <C>                                              <C>
/s/ Rudy Nadilo                                 President and Chief Executive Officer,           March 16, 2000
  Rudy Nadilo                                   Director (Principal Executive Officer)

/s/ Robert E. Bies                              Chief Financial Officer and Treasurer            March 16, 2000
  Robert E. Bies                                (Principal Financial and Accounting Officer)

/s/ Jeffrey Horing                              Director                                         March 16, 2000
  Jeffrey Horing

/s/ Peter Sobiloff                              Director                                         March 16, 2000
  Peter Sobiloff

/s/ Joel R. Mesznik                             Director                                         March 16, 2000
  Joel R. Mesznik

/s/ Burton J. Manning                           Director                                         March 16, 2000
  Burton J. Manning
</TABLE>

                                      II-6
<PAGE>
                                 EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT                                                                                                 SEQUENTIAL
NUMBER   DESCRIPTION                                                                                     PAGE NO.
------   --------------------------------------------------------------------------------------------   -----------
<S>      <C>
  1.1           --  Form of Underwriting Agreement*
  3.1           --  Restated Certificate of Incorporation of the Registrant, to be effective upon
                    completion of the offering
  3.2           --  Form of Restated Bylaws of the Registrant, to be effective upon completion of the
                    offering
  4.1           --  Form of the Registrant's Common Stock Certificate
  5.1           --  Opinion of Preston Gates & Ellis LLP*
 10.1           --  Stock Purchase & Redemption Agreement among the Registrant, Andrew Greenfield and
                    Greenfield Holdings, LLC, dated May 12, 1999
 10.2           --  Escrow Agreement among the Registrant, Andrew Greenfield, Greenfield Holdings,
                    LLC and SunTrust Bank, Atlanta, dated May 17, 1999
 10.3           --  License Agreement between the Registrant and Greenfield Consulting Group, Inc.,
                    dated December 22, 1999
 10.4           --  Supplement to License Agreement between the Registrant and Greenfield Consulting
                    Group, Inc., dated January 27, 2000
 10.5           --  Agreement between the Registrant and Greenfield Consulting Group, Inc., dated
                    April 20, 1999
 10.6           --  Agreement between the Registrant and Digital Idea, LLC, dated as of December 1,
                    1999
 10.7           --  Shareholders' Agreement among the Registrant, Andrew Greenfield and Greenfield
                    Holdings, LLC, dated May 17, 1999, as amended
 10.8           --  Registration Rights Agreement among the Registrant, Andrew Greenfield and
                    Greenfield Holdings, LLC, dated May 17, 1999
 10.9           --  Promissory Note made by the Registrant in favor of Greenfield Holdings, LLC,
                    dated May 17, 1999
 10.10          --  Note and Warrant Purchase Agreement between the Registrant and Greenfield
                    Holdings, LLC, dated March 3, 2000
 10.11          --  Promissory Note made by the Registrant in favor of Greenfield Holdings, LLC,
                    dated March 3, 2000
 10.12          --  Class A Common Stock Warrant issued by the Registrant to Greenfield Holdings,
                    LLC, dated March 3, 2000
 10.13          --  Stock Purchase, Consent & Waiver Agreement among the Registrant, Rudy Nadilo,
                    Hugh Davis, and Andrew Greenfield, dated May 17, 1999
 10.14          --  Retained Shareholder Joinder among the Registrant, Rudy Nadilo and Hugh Davis,
                    dated May 17, 1999
 10.15          --  Nonrecourse Promissory Note made by Rudy Nadilo in favor of the Registrant, dated
                    May 17, 1999
 10.16          --  Pledge Agreement between the Registrant and Rudy Nadilo, dated May 17, 1999
 10.17          --  Amended and Restated Employment Agreement between the Registrant and Rudy Nadilo,
                    dated March 13, 2000
 10.18          --  Non-recourse Promissory Note made by Hugh Davis in favor of the Registrant, dated
                    May 17, 1999
 10.19          --  Pledge Agreement between the Registrant and Hugh Davis, dated May 17, 1999
 10.20          --  Loan and Security Agreement between the Registrant and Greyrock Capital, a
                    division of Banc of America Commercial Finance Corporation, dated December 3,
                    1999
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT                                                                                                 SEQUENTIAL
NUMBER   DESCRIPTION                                                                                     PAGE NO.
------   --------------------------------------------------------------------------------------------   -----------
<S>      <C>
 10.21          --  Secured Promissory Note made by the Registrant in favor of Greyrock Capital, a
                    division of Banc of America Commercial Finance Corporation, dated December 3,
                    1999
 10.22          --  Patent and Trademark Security Agreement between the Registrant and Greyrock
                    Capital, a division of Banc of America Commercial Finance Corporation, dated
                    December 3, 1999
 10.23          --  Security Agreement in Copyrighted Works between the Registrant and Greyrock
                    Capital, a division of Banc of America Commercial Finance Corporation, dated
                    December 3, 1999
 10.24          --  Registration Rights Agreement between the Registrant and Greyrock Capital, a
                    division of Banc of America Commercial Finance Corporation, dated December 3,
                    1999
 10.25          --  Antidilution Agreement between the Registrant and Greyrock Capital, a division of
                    Banc of America Commercial Finance Corporation, dated December 3, 1999
 10.26          --  Warrant to Purchase Stock issued by the Registrant to Greyrock Capital, a
                    division of Banc of America Commercial Finance Corporation, dated December 3,
                    1999
 10.27          --  Agreement between the Registrant and CommonPlaces LLC, dated January 28, 2000
 10.28          --  Lease between the Registrant and Wilton Executive Campus Associates, dated
                    October 20, 1999
 10.29          --  Lease between the Registrant and Wilton Campus Properties, LLC, dated
                    October 20, 1999
 10.30          --  Lease between the Registrant and Wilton Executive Campus Associates, dated
                    October 20, 1999 (Data Center)
 10.31          --  Lease between the Registrant and New Montgomery Associates, LLC, dated
                    January 9, 1998, as amended
 10.32          --  Amended and Restated 1999 Stock Option Plan of the Registrant
 10.33          --  Form of Stock Option Agreement of the Registrant
 10.34          --  2000 Directors Stock Option Plan of the Registrant, to be effective upon
                    completion of the offering
 10.35          --  2000 Employee Stock Purchase Plan of the Registrant, to be effective upon
                    completion of the offering
 10.36          --  Employment Agreement between the Registrant and Susan Rosovsky, dated July 1,
                    1999
 10.37          --  Employment Agreement between the Registrant and Leigh-Brindeland Bell, dated
                    July 1, 1999
 10.38          --  Employment Agreement between the Registrant and Stephen J. Cook, dated July 1,
                    1999
 10.39          --  Amended and Restated Employment Agreement between the Registrant and Robert E.
                    Bies, dated March 3, 2000
 10.40          --  Form of Non-Qualified Stock Option Agreement of the Registrant, as amended (used
                    for management options before amendment and restatement of 1999 Stock Option
                    Plan)
 10.41          --  Agreement between the Registrant and Forrester Research, Inc., dated May 13, 1999
 10.42          --  Agreement between the Registrant and Flackett Stevens and Associates, dated
                    June 11, 1999
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT                                                                                                 SEQUENTIAL
NUMBER   DESCRIPTION                                                                                     PAGE NO.
------   --------------------------------------------------------------------------------------------   -----------
<S>      <C>
 10.43          --  Co-Location Services Agreement between the Registrant and UUNet Technologies,
                    Inc., dated May 29, 1998
 10.44          --  Employment Agreement between the Registrant and Alastair Bruce dated July 1, 1999
 10.45          --  Amended Promissory Note made by Hugh Davis in favor of the Registrant dated
                    March 3, 2000
 10.46          --  Amended Promissory Note made by Rudy Nadilo in favor of the Registrant dated
                    March 3, 2000
 10.47          --  Amendment No. 1 to Note and Warrant Purchase Agreement between the Registrant and
                    Greenfield Holdings, LLC, dated March 10, 2000
 10.48          --  Form of First Amendment to Non-Qualified Stock Option Agreement of the Registrant
 23.1           --  Consent of PricewaterhouseCoopers LLP, Independent Accountants
 23.2           --  Consent of Counsel (included in Exhibit 5.1)*
 27.1           --  Financial Data Schedule
</TABLE>

------------------
* To be filed by amendment
[{"type": "S-1", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 432992}]
{"company-data": {"conformed-name": "GREENFIELD ONLINE INC", "cik": "0001108906", "assigned-sic": "", "irs-number": "910640369", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-1", "act": "33", "file-number": "333-32660", "film-number": "571846"}, "business-address": {"street1": "15 RIVER ROAD", "street2": "SUITE 310", "city": "WILTON", "state": "CT", "zip": "06890", "phone": "2038475700"}, "mail-address": {"street1": "15 RIVER ROAD", "street2": "SUITE 310", "city": "WILTON", "state": "CT", "zip": "06890"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 16, 2000

                                                      REGISTRATION NO. 333-
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                            ------------------------
                                    FORM S-1
            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                            ------------------------
                            GREENFIELD ONLINE, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE                                    8732                                  91-061440369
    (STATE OR OTHER JURISDICTION OF             (PRIMARY STANDARD INDUSTRIAL                     (IRS EMPLOYER
     INCORPORATION OR ORGANIZATION)             CLASSIFICATION CODE NUMBER)                   IDENTIFICATION NO.)
------------------------

                            15 RIVER ROAD, SUITE 310
                                WILTON, CT 06897
                                 (203) 834-8585
   (ADDRESS, INCLUDING ZIP CODE AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
                    REGISTRANT'S PRINCIPAL EXECUTIVE OFFICE)
                            ------------------------

                                  RUDY NADILO
                CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER
                            GREENFIELD ONLINE, INC.
                            15 RIVER ROAD, SUITE 310
                                WILTON, CT 06897
                                 (203) 834-8585
(NAME, ADDRESS, INCLUDING ZIP CODE AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
                               AGENT FOR SERVICE)
                            ------------------------

                        Copies of all communications to:
G. SCOTT GREENBURG                        JONATHAN A. FLATOW                         MARC M. ROSSELL
           JAMIE D. PEDERSEN                 VICE PRESIDENT AND GENERAL COUNSEL               SHEARMAN & STERLING
             MAJA D. CHAFFE                       GREENFIELD ONLINE, INC.                     599 LEXINGTON AVENUE
       PRESTON GATES & ELLIS LLP                 15 RIVER ROAD, SUITE 310                      NEW YORK, NY 10022
     701 FIFTH AVENUE, SUITE 5000                     WILTON, CT 06897                          (212) 848-4000
           SEATTLE, WA 98104                          (203) 834-8585
            (206) 623-7580
------------------------

    APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement as the
underwriters shall determine.

    If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box: / /

    If any of the Securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act,
check the following box: / /

    If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering: / /

    If this Form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering: / /

    If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box: / /
                            ------------------------

                        CALCULATION OF REGISTRATION FEE
PROPOSED             PROPOSED
             TITLE OF SECURITIES                AMOUNT TO BE    MAXIMUM OFFERING    MAXIMUM AGGREGATE         AMOUNT OF
              TO BE REGISTERED                   REGISTERED     PRICE PER UNIT(1)   OFFERING PRICE(1)      REGISTRATION FEE
Common stock, $0.001
par value per share..........................                   $                      $86,250,000             $22,770
(1) Estimated solely for the purpose of calculating the registration fee
    pursuant to Rule 457(o) under the Securities Act of 1933.
                            ------------------------

    THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
The information in this prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.

                  SUBJECT TO COMPLETION, DATED MARCH 16, 2000

                                              Shares

                                    [LOGO]

                                  Common Stock

                               ------------------

     Prior to this offering, there has been no public market for our common
stock. The initial public offering price of the common stock is expected to be
between $     and $     per share. We have applied to list our common stock on
The Nasdaq Stock Market's National Market under the symbol "GFOL."

     The underwriters have an option to purchase a maximum of
additional shares to cover over-allotments of shares.

     INVESTING IN OUR COMMON STOCK INVOLVES RISKS. SEE "RISK FACTORS" ON
PAGE 6.
UNDERWRITING
                                                              PRICE TO         DISCOUNTS AND       PROCEEDS TO
                                                               PUBLIC           COMMISSIONS     GREENFIELD ONLINE
                                                          -----------------  -----------------  -----------------
Per share...............................................          $                  $                  $
Total...................................................  $                  $                  $
Delivery of the shares of common stock will be made on or about
  , 2000.

     Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.

CREDIT SUISSE FIRST BOSTON
                                 BEAR, STEARNS & CO. INC.

                                                    DONALDSON, LUFKIN & JENRETTE

             The date of this prospectus is                 , 2000.
------------------

                               TABLE OF CONTENTS
PAGE
                                                 -----
PROSPECTUS SUMMARY............................       1
RISK FACTORS..................................       6
CAUTIONARY NOTE REGARDING FORWARD-
  LOOKING STATEMENTS..........................      17
USE OF PROCEEDS...............................      18
DIVIDEND POLICY...............................      18
CAPITALIZATION................................      19
DILUTION......................................      21
SELECTED FINANCIAL DATA.......................      22
MANAGEMENT'S DISCUSSION AND
  ANALYSIS OF FINANCIAL CONDITION
  AND RESULTS OF OPERATIONS...................      24
BUSINESS......................................      34
MANAGEMENT....................................      48
PAGE
                                                 -----
CERTAIN RELATIONSHIPS AND RELATED
  TRANSACTIONS................................      57
PRINCIPAL SHAREHOLDERS........................      59
DESCRIPTION OF CAPITAL STOCK..................      61
CERTAIN U.S. FEDERAL TAX CONSEQUENCES
  FOR NON-U.S. INVESTORS......................      63
SHARES ELIGIBLE FOR FUTURE SALE...............      66
UNDERWRITING..................................      68
NOTICE TO CANADIAN RESIDENTS..................      70
LEGAL MATTERS.................................      71
EXPERTS.......................................      71
WHERE YOU CAN FIND MORE
  INFORMATION.................................      71
INDEX TO FINANCIAL STATEMENTS.................     F-1
------------------

     YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS DOCUMENT OR TO
WHICH WE HAVE REFERRED YOU. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH
INFORMATION THAT IS DIFFERENT. THIS DOCUMENT MAY ONLY BE USED WHERE IT IS LEGAL
TO SELL THESE SECURITIES. THE INFORMATION IN THIS DOCUMENT MAY ONLY BE ACCURATE
ON THE DATE OF THIS DOCUMENT.

                     DEALER PROSPECTUS DELIVERY OBLIGATION

     UNTIL         , 2000, 25 DAYS AFTER THE COMMENCEMENT OF THE OFFERING, ALL
DEALERS THAT EFFECT TRANSACTIONS IN THESE SECURITIES, WHETHER OR NOT
PARTICIPATING IN THIS OFFERING, MAY BE REQUIRED TO DELIVER A PROSPECTUS. THIS IS
IN ADDITION TO THE DEALER'S OBLIGATION TO DELIVER A PROSPECTUS WHEN ACTING AS AN
UNDERWRITER AND WITH RESPECT TO UNSOLD ALLOTMENTS OR SUBSCRIPTIONS.

                                       i
PROSPECTUS SUMMARY

     This summary highlights information contained elsewhere in this prospectus.
This summary is not complete and does not contain all of the information that
you should consider before investing in our common stock. You should read the
entire prospectus carefully, including our financial statements and the risks of
investing in our common stock discussed under "Risk Factors" before making an
investment decision.

                            GREENFIELD ONLINE, INC.

OUR BUSINESS

     We are a pioneer and leading provider of marketing research using the
Internet. Businesses use marketing research to decide which products and
services to offer, as well as how to advertise, promote and distribute them.
Marketing researchers gather feedback from consumers using survey methods and
compile and interpret the data to deliver marketing information to clients. We
believe we produce faster, better and richer research than available using
offline survey methods through a combination of our 100% Internet-enabled
proprietary technology, high-quality online respondent panels and experienced
marketing research professionals. We believe the Internet is becoming the
dominant means for performing marketing research and that we are well positioned
to lead the transition to the Internet.

OUR OPPORTUNITY

     According to the European Society of Opinion and Marketing Research, an
independent trade association, approximately $13.4 billion was spent on
marketing research worldwide in 1998, the majority of which was offline
research. Although offline marketing research companies have attempted to
automate some research processes, offline methods remain, for the most part,
inefficient and expensive.

     We believe the Internet is fundamentally changing the marketing research
industry and that online marketing research will account for an increasing
percentage of overall marketing research spending. By using Internet-focused
technologies, marketing researchers can more rapidly access, collect and process
larger amounts of data than possible using offline methods. As more people use
the Internet, marketing researchers are increasingly able to survey a very
broad, diverse population. International Data Corporation, an information
technology data and analysis company, estimates that the number of worldwide
Internet users is expected to grow from 196 million in 1999 to 502 million by
the end of 2003. By effectively surveying this large pool of Internet users, we
believe that online marketing research can provide faster, better and richer
research for our clients.

OUR ADVANTAGE

     Internet-focused technology. We are a 100% Internet-enabled company. We
developed our proprietary Web Research Engine to harness the power of the
Internet to provide marketing research to our clients. Our Web Research Engine
consists of integrated technologies that seamlessly interface with our clients,
our experienced researchers and our online panels. Our Web Research Engine
allows large numbers of surveys to be created, gathered and processed
efficiently. The key components of our Web Research Engine are:

     o Survey Wizard: Our Survey Wizard software allows us to create and execute
       complex, Web-enabled surveys that can incorporate sophisticated
       multimedia. This technology automates the coding of questions and
       generates Web-ready surveys from common desktop software.

     o NetTap: Our NetTap technology is comprised of a proprietary set of
       database tools that interface with our Survey Wizard software allowing us
       to select targeted respondents from our online panels, launch surveys and
       capture data.

     o QuickTake: Our proprietary QuickTake software allows users to design,
       create and launch short surveys over the Internet. Through QuickTake.com,
       our clients can conduct their own surveys among

                                       1
online audiences from the Web or from their own lists or databases.
       Clients can view and tabulate results in real time.

     High-quality online panels. Since 1995, we have used our proprietary
NetReach Internet recruiting techniques to recruit and register over 500,000
respondents, residing in households containing approximately 1.6 million
individuals and about whom we have collected as many as 70 fields of demographic
and lifestyle information. Using our Web Research Engine, we can use this
information to target very specific segments of our online panels to meet our
clients' marketing research needs.

     Experienced researchers. Our products and services are designed, sold and
delivered by experienced marketing research professionals. We believe our
researchers deliver quality data to our clients by effectively using their
knowledge of marketing research principles, our Web-based technology and our
online panels.

OUR PRODUCTS AND SERVICES

     Using our Internet-based technology and high-quality online panels, we
offer marketing research designed to meet our clients' diverse needs. Our
products and services range from highly customized research projects that
require a significant investment of resources to quickly accessible
off-the-shelf and self-directed research. We offer:

     o Custom research--full-service quantitative and qualitative research
       tailored to our clients' specific research needs;

     o Syndicated research--research and data compiled and packaged for
       off-the-shelf or subscription sales to multiple clients; and

     o Self-directed research--easy-to-use short online surveys that our clients
       can create on their own using our proprietary software.

     Since 1995, we have completed marketing research projects for over 350
clients. Our diverse client base includes traditional marketing-intensive
companies in industries such as consumer packaged goods, consumer services,
healthcare/pharmaceuticals, advertising and research and consulting, as well as
new Internet-related and technology companies.

OUR STRATEGY

     We have developed a strategy to be the largest and most recognized supplier
of marketing research worldwide, as measured by market share, product quality,
geographic coverage and strength of brand name. We intend to:

     o expand the online research market by converting present users of offline
       marketing research, increasing sales to current clients and attracting
       new clients with new products and services;

     o build and maintain our high-quality online research panels;

     o develop and enhance our scalable, proprietary Internet technology;

     o attract and retain experienced marketing research professionals; and

     o increase our brand awareness.

WHERE TO FIND US

     Our principal executive offices are located at 15 River Road, Suite 310,
Wilton, CT 06897. Our telephone number at that address is (203) 834-8585. Our
principal website address is www.greenfield.com. The information contained on
our websites does not constitute part of this prospectus.

                                       2
OTHER INFORMATION

     We were founded in 1994 as a business unit of Greenfield Consulting Group,
Inc. We were incorporated in Connecticut in 1995 under the name Greenfield
Online Research Center, Inc. We changed our name to Greenfield Online, Inc. in
1997 and moved our state of incorporation to Delaware in February 2000.
References in this prospectus to "Greenfield Online," "we," "our company" and
"us" refer to Greenfield Online, Inc.

     The names Greenfield(R) and Greenfield Online(TM) are owned by Greenfield
Consulting Group, LLC, an affiliated company that holds a minority interest in
us. Greenfield Consulting Group holds a United States trademark registration for
the mark Greenfield and has filed for trademark registration of the mark
Greenfield Online. We have a right to use the Greenfield Online trademark and
the continuing right to use the name Greenfield in connection with our use of
the name Greenfield in our domain name www.greenfield.com. This prospectus also
includes other trademarks, trade names and service marks of Greenfield Online
and of other parties. All other trademarks, trade names or service marks used in
this prospectus are the property of their respective owners. We currently hold
United States trademark registrations for the marks Research Revolution(R),
NetReach(R) and FieldSource(R) and have filed in the United States for
registration of the marks NetTap(TM), Survey Wizard(TM), QuickTake(TM),
QuickTake.com(TM), FocusChat(TM), MindStorm(TM) and Digital Consumer(TM).

                                       3
THE OFFERING
Common stock offered....................................             shares

Common stock to be outstanding after
  this offering.........................................             shares, excluding 2,857,850 shares issuable
                                                          upon exercise of outstanding options at a weighted average
                                                          exercise price of $1.02 per share and 2,045,200 shares
                                                          available for future issuance under our 1999 Stock
                                                          Option Plan, 150,000 shares available for future
                                                          issuance under our 2000 Directors Stock Option Plan and
                                                          200,000 shares available for future issuance under our
                                                          2000 Employee Stock Purchase Plan.

Use of proceeds.........................................  To repay outstanding corporate debt and for general
                                                          corporate purposes and working capital.

Proposed Nasdaq National Market symbol..................  GFOL
Unless otherwise indicated, all information contained in this prospectus
gives effect to a 2-for-1 stock split, which took place in March 2000, and
assumes:

     o no exercise of outstanding options or warrants, except for the assumed
       exercise of warrants to purchase 307,668 shares of our common stock that
       are currently exercisable;

     o the conversion of all authorized and outstanding class A common stock and
       class B common stock into a single class of common stock on a 1-for-1
       basis to be effective upon the completion of this offering;

     o the filing of our restated certificate of incorporation; and

     o no exercise of the underwriters' over-allotment option.

                                       4
SUMMARY FINANCIAL DATA

     You should read the following summary financial data together with
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and our financial statements and the related notes included
elsewhere in this prospectus. The following table summarizes our statement of
operations data for each of the years ended December 31,1997 and 1998 and for
the periods from January 1, 1999 through May 16, 1999 and from May 17, 1999
through December 31, 1999, our unaudited pro forma statement of operations data
for the full year ended December 31, 1999 and our balance sheet data as of
December 31, 1997, 1998 and 1999.

     As a result of a management buyout effected on May 17, 1999, a change in
control of our company occurred and a new reporting entity was organized. For
purposes of presentation and disclosure, we refer to ourselves as the
predecessor as of and for all periods up to the point of the management buyout
and as the successor as of and for all periods thereafter. Because the financial
statements of the successor are not directly comparable to those of the
predecessor, a dark bar has been inserted in the accompanying table to clearly
separate the financial position and the results of operation before and after
the change of control.

     As a result of the management buyout, the statement of operations data
below includes two periods for 1999. The summarized financial data below also
include unaudited pro forma statement of operations data for the full year ended
December 31, 1999. The unaudited pro forma statement of operations data for the
year ended December 31, 1999 gives effect to the management buyout as if it had
occurred on January 1, 1999. The historical results below are not necessarily
indicative of future results. Amounts included below are in thousands, except
per share data.
PREDECESSOR
                                         ----------------------------------
                                                                                             SUCCESSOR
                                             YEAR ENDED                        --------------------------------------
                                            DECEMBER 31,       JANUARY 1          MAY 17              PRO FORMA
                                         ------------------     THROUGH           THROUGH            YEAR ENDED
                                          1997       1998      MAY 16, 1999    DECEMBER 31, 1999    DECEMBER 31, 1999
                                         -------    -------    ------------    -----------------    -----------------
STATEMENT OF OPERATIONS DATA:
Revenues..............................   $ 1,203    $ 2,791      $  1,734          $   5,558            $   7,291
Cost of revenues......................       521      1,251           702              2,517                3,219
                                         -------    -------      --------          ---------            ---------
Gross profit..........................       682      1,540         1,032              3,041                4,072
Total operating expenses..............     1,582      3,870         5,613             16,753               28,295
                                         -------    -------      --------          ---------            ---------
Operating loss........................      (900)    (2,330)       (4,581)           (13,712)             (24,223)
Net loss..............................   $  (916)   $(2,445)     $ (4,631)         $ (13,789)           $ (24,819)
                                         -------    -------      --------          ---------            ---------
                                         -------    -------      --------          ---------            ---------
Basic and diluted net loss per share..   $ (0.02)   $ (0.05)     $  (0.10)         $   (0.56)           $   (1.01)
                                         -------    -------      --------          ---------            ---------
                                         -------    -------      --------          ---------            ---------
Weighted average shares
  outstanding--basic and diluted......    45,000     45,000        45,000             24,707               24,563
                                         -------    -------      --------          ---------            ---------
                                         -------    -------      --------          ---------            ---------
PREDECESSOR
                                                                            ------------------
                                                                                YEAR ENDED         SUCCESSOR
                                                                               DECEMBER 31,       ------------
                                                                            ------------------    DECEMBER 31,
                                                                             1997       1998         1999
                                                                            -------    -------    ------------
BALANCE SHEET DATA:
Cash and cash equivalents................................................   $   148    $   114      $  1,709
Working capital (deficiency).............................................    (1,650)    (4,452)       (1,200)
Total assets.............................................................       809      1,692        23,353
Long-term liabilities....................................................        --         90        17,360
Total stockholders' equity (deficit).....................................   $(1,298)   $(3,743)     $    323
5
RISK FACTORS

     An investment in our common stock involves a high degree of risk. You
should carefully consider the risks described below before making a decision to
buy our common stock. If any of the following risks occurs, our business may be
harmed. In that case, the trading price of our common stock could decline and
you may lose all or part of your investment. You should also carefully consider
the other information in this prospectus, including our financial statements and
the related notes, before deciding to purchase shares of our common stock.

RISKS RELATED TO OUR BUSINESS

WE HAVE INCURRED SIGNIFICANT NET LOSSES SINCE OUR INCEPTION AND EXPECT TO
CONTINUE TO INCUR NET LOSSES FOR THE FORESEEABLE FUTURE.

     We incurred net losses of $18.4 million in the year ended December 31,
1999. As of December 31, 1999, our stockholders' equity was $322,715. Given the
level of our planned operating expenditures, including costs associated with the
maintenance of our technology infrastructure, we expect to continue to incur
significant losses for the foreseeable future.

     If our revenues grow at a slower rate than we anticipate, or if our
spending levels exceed our expectations or cannot be adjusted to reflect slower
revenue growth, we may not be able to achieve profitability. Even if we achieve
profitability in the future, we may be unable to sustain or increase
profitability on a quarterly or annual basis.

IF WE ARE UNABLE TO MAINTAIN THE SIZE OR DEMOGRAPHIC COMPOSITION OF OUR INTERNET
PANELS, OUR BUSINESS MAY SUFFER.

     The commercial viability of our marketing research data, and our overall
business, depends on our ability to attract active online panelists and to
ensure that panel composition is maintained to accommodate a broad variety of
marketing research requests. There is currently no historical benchmark by which
to predict the optimal size of our online research panels so as to ensure high
response rates and maximum revenue generation per panelist. If we are unable to
accurately determine that optimal size and build appropriately sized panels, our
current panelists may become overused. As a result, our panelists may become
unresponsive to our requests to participate in research projects. If we fail to
regenerate our online panels with new and active panelists on a regular basis,
our business may suffer.

     Our online panelists are not obligated to participate in our surveys, and
there can be no assurance that they will do so. Our ability to retain or
increase the number of online panelists or increase revenues may be harmed if:

     o our panelists respond less frequently to our surveys or stop responding
       altogether due to excessive requests for participation from us and other
       researchers; or

     o our panelists become dissatisfied with the forms of participation
       incentives we provide.

     If the number of panelists in any of our online panels decreases
significantly or the demographic composition of any of our online panels
narrows, our ability to provide our clients with accurate and statistically
valid information could suffer. This risk is likely to increase as our business
expands and as more demographically diverse surveys are requested by our
clients.

     Additionally, in the past, the responsiveness of our online panels has been
variable and a function of the length of the surveys to be completed and the
incentives offered to participants. The incentives we offer panelists to join
our online panels and participate in surveys generally consist of cash
incentives or the opportunity to enter into a drawing for prizes. If we are
required to increase incentives or undertake more costly campaigns to recruit
additional panelists or retain our current panelists, our operating expenses may
increase and our business could be harmed.

                                       6
FLUCTUATIONS IN OUR OPERATING RESULTS MAY CAUSE OUR STOCK PRICE TO DECLINE.

     In the past, our operating results fluctuated significantly from quarter to
quarter and are expected to continue to do so in the future. Factors outside of
our control that have caused our operating results to fluctuate in the past and
that may affect us in the future, include:

     o fluctuations in general economic conditions;

     o fluctuations in the marketing research budgets of our clients;

     o development of products and services by our competitors;

     o technical difficulties or system downtime affecting the Internet
       generally;

     o demand for marketing research products and services generally; and

     o seasonal fluctuations resulting from decreases in requests for marketing
       research services during the summer and year-end vacation and holiday
       periods.

     Factors within our control that have caused our operating results to
fluctuate in the past and that may affect us in the future, include:

     o our ability to increase the size and diversity of our online panels for
       use in developing new products and services;

     o our ability to develop products and services;

     o technical difficulties or downtime of individual components of our
       computer systems; and

     o our ability to deliver projects to our clients in a timely fashion.

     The factors listed above may affect both our quarter-to-quarter operating
results as well as our long-term success. Given the fluctuations in our
operating results, you should not rely on quarter-to-quarter comparisons of our
results of operations as an indication of our future performance or to determine
any trend in our performance.

IF THE MARKETPLACE DOES NOT ACCEPT INTERNET-BASED MARKETING RESEARCH, OUR GROWTH
WILL BE ADVERSELY AFFECTED.

     The success of our business depends on our ability to develop and market
Internet-based products and services that achieve broad market acceptance by our
potential clients and on continued acceptance of our products and services by
our current clients. These clients must accept the Internet as a medium for
conducting marketing research and have confidence in the results derived from
Internet-based marketing research.

     Because online marketing research is based on the electronic exchange of
information and opinions, it can only be conducted among people who own or have
access to computers and the Internet. As a result, Internet-based marketing
research methodologies presently cannot draw a statistically relevant sample of
the general population. When we first began conducting our marketing research in
1995, many potential clients were hesitant to use our services because of
concerns that any marketing research results obtained over the Internet were
inherently biased toward the views, experiences and attitudes of an
unrepresentative group of persons. If our potential clients do not accept our
Internet-based methodologies as reliable and unbiased, or our current clients do
not continue to have confidence in the reliability of these methodologies, our
revenues may not meet expectations or may decline and our business could be
harmed.

IF WE EXPERIENCE PROBLEMS TRANSFERRING TO OUR NEW ACCOUNTING SYSTEM, OUR
EXISTING ACCOUNTING SYSTEM MAY NOT BE ABLE TO MEET OUR PROJECTED GROWTH
REQUIREMENTS.

     We are currently in the process of implementing a new accounting system
that includes an integrated suite of general ledger, accounts receivable,
accounts payable, fixed assets and project management software and related
hardware. We expect to transition our present bookkeeping functions to the new
system in the second half of fiscal 2000. If we are unable to implement this new
accounting system or if we experience

                                       7
material delays in doing so, our accounting management and personnel could be
distracted and our expenses could increase to cover the added cost of personnel
to manage the existing system.

WE MAY NOT BE ABLE TO COMPETE SUCCESSFULLY WITH OTHER INTERNET AND
NON-INTERNET-BASED MARKETING RESEARCH FIRMS.

     The markets for our products and services are highly competitive. We
compete with marketing research firms offering Internet-based services, such as
Harris Interactive Inc., InsightExpress L.L.C. and The NPD Group Online
Division, as well as offline services, such as Market Facts, Inc., NFO
Worldwide, Inc. and The NPD Group, Inc. We expect to face competition in the
future from other marketing research firms that develop Internet-based products
and services or other companies with access to large databases of individuals
with whom they can communicate on the Internet. These companies may, either
alone or in alliances with other firms, penetrate the Internet-based marketing
research market.

     Many of our current and potential competitors have longer operating
histories, greater name recognition and significantly greater financial and
marketing resources than we do. These competitors may be able to undertake more
extensive marketing campaigns, adopt more aggressive pricing policies and make
more attractive offers to potential employees, strategic partners and customers.
In addition, our competitors and potential competitors may develop technologies
that are superior to ours or that achieve greater market acceptance than our
own. If we do not successfully compete with these companies, we could experience
a loss of market share or reduced levels of revenue and profitability for our
business.

OUR SUCCESS DEPENDS ON OUR ABILITY TO RETAIN THE CURRENT MEMBERS OF OUR SENIOR
MANAGEMENT TEAM AND OTHER KEY PERSONNEL.

     Our success depends on the continued services of our core senior management
team, especially Rudy Nadilo, our Chairman, President and Chief Executive
Officer. If one or more of these persons were unable or unwilling to continue in
their present position, our business would be disrupted. In March 2000, we
amended and restated our four-year employment agreement with Mr. Nadilo to make
his employment terminable only for cause. We also have entered into employment
agreements with each of our other senior managers. In each of these other
agreements, the employee is employed at will and may be terminated or may leave
at any time. Except for a key-person life insurance policy for Mr. Nadilo in the
amount of $4 million, we do not maintain key-person life insurance for any of
our other management personnel or employees.

WE MUST ATTRACT AND RETAIN MARKETING RESEARCH PROFESSIONALS AND OTHER HIGHLY
SKILLED PERSONNEL OR WE WILL BE UNABLE TO EXECUTE OUR BUSINESS STRATEGY
SUCCESSFULLY.

     Our business model is based, and our success depends, upon our ability to
attract, retain and motivate highly skilled marketing research professionals and
technical, managerial, marketing, sales and client support personnel. Because
competition to attract trained technical and marketing research personnel is
intense in our industry, we may experience difficulty attracting, integrating or
retaining the number of qualified personnel our business plan requires for
successful implementation. For example, we recently reorganized our technology
staffing structure and moved our former Chief Technology Officer to a full-time
research and development position. We have employed an interim Chief Technology
Officer, and we intend to fill this position permanently in the near future.
However, because of the scarcity of candidates with sufficient technical skills,
we may have trouble recruiting a candidate for this position. If we are delayed
in recruiting a Chief Technology Officer, or other key employees, we may be
forced to incur significant additional recruitment, compensation and relocation
expenses. If we are unable to hire and retain skilled employees in the future,
our business may suffer.

IF WE ARE UNABLE TO MANAGE AND SUPPORT OUR GROWTH EFFECTIVELY, WE MAY NOT BE
ABLE TO EXECUTE OUR BUSINESS STRATEGY SUCCESSFULLY.

     We are rapidly expanding and integrating new personnel to support our
growth, which makes it difficult to maintain our standards, controls and
procedures. Members of our senior management team will be required to devote
considerable amounts of their time to this expansion, which may reduce the time
they will have to provide management and other necessary services to us and to
research and negotiate investments in, and alliances with, companies
complementary to ours. To continue to develop our business, we must hire a

                                       8
substantial number of new employees. Our employee base has grown from 2 in 1994
to 115 as of March 13, 2000. We may need to hire a significant number of
additional employees in the future. The recruiting, hiring, training and
integration of a large number of employees will place a significant strain on
our management and operational resources. To manage our growth effectively, we
must successfully develop, implement, maintain and enhance our financial and
accounting systems and controls, integrate new personnel and manage expanded
operations. If we are unable to do so, our business may suffer.

IF WE DO NOT KEEP PACE WITH RAPID TECHNOLOGICAL CHANGE AND THE INTENSE
COMPETITION OF THE MARKETING RESEARCH INDUSTRY, WE MAY BE UNABLE TO IMPLEMENT
OUR BUSINESS PLAN SUCCESSFULLY.

     The marketing research industry, particularly the online marketing research
industry, is characterized by intense competition, new product and service
developments and evolving technologies and research methodologies. The number of
Internet users is rapidly growing, and this growth intensifies these market
characteristics. To succeed, we will need to effectively develop and integrate
the various technologies and methodologies required to enhance and improve our
marketing research products and services. Any enhancements of new products or
services must meet the needs of our current and potential clients and achieve
significant market acceptance. Our success also depends on our ability to adapt
to rapidly changing Internet technologies, especially Internet infrastructure
technologies, by continually improving the performance features and reliability
of our products and services. We may experience difficulties that could delay or
prevent the successful development, introduction or marketing of new products
and services. We could also incur substantial costs if we need to modify our
services or infrastructure to adapt to these changes.

OUR NETWORK INFRASTRUCTURE MAY BE COMPROMISED OR DAMAGED, WHICH COULD HARM OUR
BUSINESS AND FINANCIAL CONDITION.

     We depend on UUNET Technologies, Inc., an off-site facility located in
Fairfax, Virginia, to cohost our primary Web-survey and panel-management
systems. We also have a secondary hosting facility at our headquarters in
Wilton, Connecticut. While we are in the process of mirroring the hosting
functions that UUNET performs for us at our headquarters, we cannot assure you
that our systems will seamlessly or adequately replicate UUNET's services in
case of technical difficulties, if at all. The successful delivery of our
services is substantially dependent on our ability and the ability of UUNET to
protect our server and network infrastructure against damage from:

     o fire;

     o earthquake;

     o hurricane;

     o power loss;

     o telecommunications failure;

     o online or physical sabotage; and

     o intentional acts of vandalism.

     Despite precautions taken by UUNET and us, the occurrence of natural
disasters or other unanticipated problems at our respective facilities could
result in interruptions in the delivery of our products and services or cause
significant damage to our server and network structure. If any of these events
occur, our business, as well as our reputation and brand name, may be harmed.

ANY FAILURE IN THE PERFORMANCE OF OUR INTERNET-BASED TECHNOLOGY INFRASTRUCTURE
OR THE INTERNET AS A WHOLE COULD HARM OUR BUSINESS AND OUR REPUTATION.

     In the past, we have experienced technical difficulties with, and downtime
of individual components of, our computer systems primarily as a result of
testing and implementing new and undeveloped software. Technical difficulties
and downtime may continue to occur from time to time in the future.
Historically, technical difficulties and downtime have had a minimal impact on
our operations and have usually been rectified within 48 hours. The impact of
technical difficulties on our systems or operations may, however, be

                                       9
more severe in the future. In addition, we are wholly dependent on the Internet
for the performance of marketing research and the delivery of our services. Any
extended disruption in Internet service could disrupt our business severely. We
currently have an internal formal disaster recovery plan in effect, including
business interruption insurance. Our business interruption insurance, however,
may not adequately compensate us for any losses that may occur due to any
failures in our systems or the systems of third parties and any resulting
interruptions in our communications with our Internet panels or in our data
collection efforts. In addition, our servers and software must be able to
accommodate a high volume of traffic. Any increase in demands on our servers
beyond that which we currently anticipate will require us to expand and adapt
our network infrastructure. If we are unable to add additional software and
hardware to accommodate increased demand, unanticipated system disruptions and
slower data collection may result. If any of these events occur and our
infrastructure fails, our business and our reputation may be harmed.

LOSS OF TECHNICAL SUPPORT FROM THIRD PARTIES COULD DISRUPT OUR BUSINESS.

     We rely on third-party technology support for our infrastructure systems.
While our internal technicians design the majority of our technological
infrastructure, we often engage third-party vendors to build the architecture we
design. Technical support from third parties in the future may not continue to
be available to us on commercially reasonable terms, if at all. If this support
were to become unavailable, our business would be disrupted. The inability to
engage third parties to support the building and maintenance of the technology
important to our business would require us to obtain substitute technology that
might be of lower quality or performance standards, or might be of comparable
quality yet obtainable only at a greater cost. Our inability to outsource select
technical projects on a commercially reasonable basis could delay us from
providing our products and services to our clients, which may have a material
adverse impact on our business.

OUR INABILITY TO PROTECT OUR INTELLECTUAL PROPERTY COULD ADVERSELY AFFECT OUR
BUSINESS.

     Our ability to compete and implement our business strategy successfully
depends on our use of our proprietary technologies, trademarks and other
intellectual property, which are protected through a combination of patent,
copyright, trade secret and trademark laws. The names Greenfield and Greenfield
Online are owned by, and U.S. trademark registration for the name Greenfield is
held by, Greenfield Consulting Group, LLC, an affiliated company. Greenfield
Consulting Group also has a pending trademark application for the name
Greenfield Online. We have a fully paid right to use the Greenfield Online
trademark and the continuing right to use the name Greenfield in connection with
our use of the name in our domain name www.greenfield.com. We currently have
trademark registrations for the trademarks Research Revolution, NetReach and
FieldSource.

     We currently have patent applications pending covering our FocusChat and
MindStorm online marketing research processes and pending trademark applications
for numerous other products and services connected with our business. We also
expect to apply for additional trademarks or patents in the future. Our
trademark or patent applications may not be approved or, if approved, our
trademarks or patents could be successfully challenged by others or invalidated.
Our trademark applications may not be approved because third parties own these
trademarks. Use of these trademarks may also be restricted unless we enter into
arrangements with the third-party owners. If we do not gain approval for any of
these pending patent or trademark applications, our brand recognition and
business may suffer.

     Despite our efforts to protect our proprietary rights from unauthorized use
or disclosure, through confidentiality agreements or otherwise, parties may
attempt to disclose, obtain or use our technologies. The steps we have taken may
not prevent misappropriation of our technologies, particularly in foreign
countries where laws or law enforcement practices may not protect our
proprietary rights as fully as in the U.S.

     There can be no assurance that the steps we have taken to protect our
proprietary rights will be adequate or that third parties will not infringe or
misappropriate our copyrights, trademarks, trade secrets and similar proprietary
rights. In addition, there can be no assurance that other parties will not
assert claims of infringement of intellectual property against us. For example,
in August 1999, we were sued by Harris Interactive Inc. seeking, among other
things, to cancel our registration of the trademark, Research Revolution. If
this claim is successful, or if we are otherwise prevented from using any of our
trademarks, our brand

                                       10
recognition and business may suffer. As a result, we would have to make
substantial expenditures to promote and rebuild our brand identity and loyalty
with our clients and members of our Internet panels. Although we believe that
our products and services do not infringe upon the intellectual property rights
of others and that we have all rights necessary to utilize the intellectual
property employed in our business, we may receive claims alleging infringement
of third-party intellectual property rights. Any of these claims could require
us to spend significant sums on litigation, pay damages, delay product
installments, develop non-infringing intellectual property or acquire licenses
to intellectual property that is the subject of any such infringement. Any claim
of infringement of a third party's intellectual property right could have a
material adverse effect on our business, results of operations or financial
condition.

WE MAY BE AT A COMPETITIVE DISADVANTAGE IF WE ARE UNABLE TO PROTECT OUR
PROPRIETARY RIGHTS OR IF WE INFRINGE ON THE PROPRIETARY RIGHTS OF OTHERS. ANY
RELATED LITIGATION COULD BE TIME-CONSUMING AND COSTLY.

     Proprietary rights, particularly trade secrets, copyrights and patents,
will be critical to our success and competitive position because we operate our
business through websites and rely heavily on hardware, software and Internet
technologies. The actions we take to protect our proprietary rights may be
inadequate. In addition, effective copyright and trademark protection may be
unenforceable or limited in certain countries and, due to the global nature of
the Internet, we may be unable to control the dissemination of our content and
products and the use of our services. In addition, third parties may claim that
we have violated their intellectual property rights. For example, companies have
recently brought claims against other companies regarding alleged infringement
of patent rights relating to methods of doing business over the Internet. In the
future, we may also license content from third parties, and we could receive
infringement actions based on this licensed content. To the extent that we
violate a patent or other intellectual property right of a third party, we may
be prevented from operating our business as planned and we may be required to
pay damages, to obtain a license, if available, for the use of the patent or to
use a non-infringing method to accomplish our objectives.

     Our ability to execute our business strategy will suffer if a successful
claim of infringement is brought against us and we are unable to introduce new
trademarks, develop non-infringing technology or license the infringed or
similar technology on a timely basis. Moreover, our general liability insurance
may not cover, or may not be adequate to cover, all costs incurred in the
defense of potential patent and trademark infringement claims or to indemnify us
for all liability that may be imposed.

WE DERIVED APPROXIMATELY 11% OF OUR TOTAL REVENUES FROM TWO CLIENTS IN FISCAL
1999. IF WE WERE TO LOSE, OR IF THERE WERE A MATERIAL REDUCTION IN BUSINESS
FROM, EITHER ONE OF THESE CLIENTS, OUR BUSINESS MAY SUFFER.

     In fiscal 1999, we derived approximately 7% of our total revenues from
Forrester Research, Inc. and approximately 4% of our total revenues from
Microsoft Corporation. We have a contract dated May 13, 1999, with Forrester
Research for a term of 18 months, which automatically renews unless terminated
by either party within 90 days prior to termination. We sell our marketing
research products to Microsoft under a standard purchase order. Either client
may terminate or reduce its use of our products or services at any time. The
reduction or loss in business from either one of these clients may have a
material adverse effect on our business, results of operations or financial
condition.

WE MIGHT HAVE DIFFICULTY OBTAINING ADDITIONAL CAPITAL, WHICH COULD PREVENT US
FROM ACHIEVING OUR BUSINESS OBJECTIVES.

     We may need to raise additional capital in the future to fund the expansion
of our Internet panels and the marketing of our products and services, or to
acquire or invest in complementary businesses, technologies or services.
Additional financing may be unavailable on terms favorable to us, if at all. If
we raise additional funds by issuing additional shares of our common stock, you
will experience significant dilution to your ownership interest in us. If we
raise funds by issuing shares of a different class of stock other than our
common stock, the holders of the different classes of stock may have rights
senior to the rights of the holders of our common stock.

     We currently anticipate that our available cash and cash equivalents and
our line of credit, combined with the net proceeds from this offering, will be
sufficient to fulfill our growth plan over the next 12 months.

                                       11
If additional financing is not available on acceptable terms, we may be unable
to fund the development and expansion of our business, attract qualified
personnel, promote our brand name successfully, take advantage of business
opportunities or respond to competitive pressures. Any of these may have a
material adverse effect on our business, results of operations and financial
condition.

POTENTIAL ACQUISITIONS OR INVESTMENTS IN OTHER COMPANIES MAY HAVE A NEGATIVE
IMPACT ON OUR BUSINESS OR MAY BE UNAVAILABLE.

     As part of our strategy to expand our Internet panels, technology
infrastructure and products and services, if appropriate opportunities arise, we
may acquire or make investments in complementary businesses, products, services
or technologies. The risks we may face when acquiring or investing in
complementary businesses include:

     o difficulties with the integration and assimilation of the acquired
       business;

     o diversion of our management team's attention from other business
       concerns;

     o availability of favorable acquisition or investment financing; and

     o loss of key employees of any acquired business.

     Acquisitions or investments may require us to expend significant amounts of
cash, which would result in our inability to use those funds for other business
purposes. Additionally, if we fund acquisitions through further issuances of our
common stock, our shareholders' holdings in us may be diluted, which may
adversely affect the market price of our stock. Amortization of goodwill and
other intangible assets related to potential acquisitions may reduce our overall
earnings, which in turn could negatively affect the price of our common stock.
These difficulties may adversely affect our business plan and may have a
material adverse impact on our business.

RISKS RELATED TO OUR INDUSTRY

WE DEPEND ON THE WIDESPREAD ACCEPTANCE AND GROWTH OF THE INTERNET. IF THE
INTERNET DOES NOT GROW AS PROJECTED, WE WILL BE UNABLE TO ATTRACT CLIENTS FOR
OUR INTERNET-BASED MARKETING RESEARCH.

     We rely on the Internet for the critical aspects of our business, including
the recruitment of our online panelists. If Internet usage declines or grows at
a significantly slower rate than currently projected, we may be unable to
attract additional online panelists or clients for our Internet-based marketing
research products and services. This may have a material adverse impact on our
business.

FUTURE GOVERNMENT REGULATION COULD LIMIT OUR INTERNET ACTIVITIES OR RESULT IN
ADDITIONAL COSTS OF DOING BUSINESS AND CONDUCTING MARKETING RESEARCH ON THE
INTERNET.

     There are currently few laws or regulations that specifically regulate
communications over the Internet. However, we expect more stringent laws and
regulations to be enacted both domestically and internationally in the near
future due to the increasing popularity and use of the Internet. Any new
legislation or regulations or the application of existing laws and regulations
to the Internet could limit our effectiveness in conducting Internet-based
marketing research and increase our operating expenses. In addition, the
application of existing laws to the Internet could expose us to substantial
liability for which we might not be indemnified by content providers or other
third parties. Existing laws and regulations currently address, and new laws and
regulations and industry self-regulatory initiatives are likely to address, a
variety of issues that could have a direct impact on our business, including:

     o user privacy and expression;

     o the rights and safety of children;

     o intellectual property;

     o information security;

     o anticompetitive practices;

                                       12
o the convergence of offline channels with Internet commerce;

     o taxation and pricing; and

     o the characteristics and quality of products and services.

     Those current laws that explicitly apply to the Internet have not yet been
interpreted by the U.S. courts, and their applicability and scope are not yet
defined. Any new laws or regulations relating to the Internet could have an
impact on the growth of the Internet and, as a result, may adversely affect our
business.

     The Internet Tax Freedom Act prohibits states or political subdivisions
from imposing taxes on Internet access, unless imposed and enforced prior to
October 1, 1998 and multiple or discriminatory taxes on electronic commerce
during the period beginning October 1, 1998 and ending October 21, 2001. If the
current moratorium on the application of these taxes is not extended beyond
October 21, 2001, states may impose discriminatory, multiple or special taxes on
users of the Internet. If the moratorium ends, federal taxes may also be imposed
on electronic commerce. Any new taxes on Internet access and electronic commerce
may adversely affect our business.

WE ARE SUSCEPTIBLE TO BREACHES OF DATABASE SECURITY AND DENIAL OF SERVICE
ATTACKS.

     Despite measures taken by us to increase security, our infrastructure is
potentially vulnerable to physical or electronic break-ins. A party who is able
to circumvent our security measures could misappropriate the personal
information of our online panelists or interrupt our operations. As a result, we
may be required to expend capital and other resources to protect against the
threat of security breaches or to alleviate problems caused by these breaches.
These increased expenditures could have a material adverse effect on our
business, results of operations and financial condition. In addition, security
breaches that result in access to the confidential information of our online
panelists or clients could damage our reputation and expose us to risk of loss
or liability.

     Our computer systems are susceptible to planned overloads, commonly
referred to as denial of service attacks. By designing software applications
that trigger simultaneous overload traffic directed at a single website,
intruders have recently been able to temporarily impair the websites of
companies with more mature infrastructure systems than our own. If we become the
target of similar attacks, our websites could be temporarily disabled and our
business may suffer.

SECURITY CONCERNS COULD HINDER INTERNET COMMUNICATIONS AND OUR ABILITY TO OBTAIN
SUFFICIENT AND RELIABLE RESPONSES FROM OUR ONLINE PANELISTS.

     The need to transmit confidential information securely has been a
significant barrier to communications over the Internet in the past. Security
concerns could cause some of our online panelists to reduce their participation
levels, provide inaccurate responses or terminate their membership in our online
panels. Breaches in confidentiality, or perceived breaches in confidentiality,
could adversely affect the commercial viability of our research and harm our
credibility with our current clients and online panelists. If our clients become
dissatisfied with our services, they may stop using our products and services,
and our reputation could be damaged. A loss of online panelists or a loss of
clients could hurt our efforts to generate revenues.

LIABILITY FOR THE UNAUTHORIZED USE OF THE PERSONAL INFORMATION OF OUR ONLINE
PANELISTS COULD BE COSTLY.

     Liability claims could be initiated against us by our online panelists for
misuse of the personal information they provide to us. While we attempt to keep
the identity of, and information regarding, our online panelists strictly
confidential, we cannot assure you that intruders will not gain access to this
information. If a person circumvents the security measures imposed by us, that
person could misappropriate proprietary information and use it for unauthorized
purposes. Any claims resulting from the unauthorized use of information
concerning our online panelists could expose us to a risk of loss or result in
costly litigation. In addition, the Federal Trade Commission and state agencies
have recently been investigating various Internet companies regarding their use
of personal information. We could incur additional costs and expenses if new
regulations regarding the use of personal information are introduced or if our
privacy practices are investigated.

                                       13
IF WE ARE UNABLE TO ACHIEVE INTERNATIONAL GROWTH OF OUR ONLINE PANELS, OR IF WE
ARE UNABLE TO OVERCOME OTHER RISKS OF INTERNATIONAL OPERATIONS, WE WILL BE
UNABLE TO CONDUCT BUSINESS ON AN INTERNATIONAL LEVEL.

     Our growth plans may include operations outside of the U.S. If we are
required to expand our business and panels to operate on an international level,
we could face the following risks:

     o More restrictive privacy laws;

     o Unexpected changes in regulatory requirements;

     o Export controls relating to encryption technology;

     o Lower penetration of Internet use internationally;

     o Currency exchange fluctuations;

     o Problems in collecting accounts receivable and longer collection periods;

     o Potential adverse tax consequences;

     o Political instability; and

     o Internet access restrictions.

     In addition, if we attempt to expand our international operations, we may
encounter more restrictive regulations and laws in Europe and elsewhere,
particularly laws related to privacy rights. These laws could inhibit our
ability to expand our online panels in a particular country or region. If we
expand internationally, we will experience some or all of these risks, which may
have a material adverse effect on our business, results of operations and
financial condition.

RISKS RELATED TO THIS OFFERING

THE PRICE OF OUR COMMON STOCK IS LIKELY TO BE VOLATILE AND SUBJECT TO WIDE
FLUCTUATIONS.

     The trading prices of many Internet companies have been highly volatile.
The market price of our common stock may also be subject to wide fluctuations.
If our revenues do not grow, or grow more slowly than we anticipate, or if
operating or capital expenditures exceed our expectations and cannot be adjusted
accordingly, the market price of our common stock may decline.

     In addition, if the market for Internet-related stocks or the stock market
in general experiences a loss in investor confidence or otherwise falls, the
market price of our common stock may fall for reasons unrelated to our business,
results of operations or financial condition. As a result, investors might be
unable to resell their shares of our common stock at or above the offering
price. In the past, some companies that have experienced volatility in the
market price of their stock have been the subject of securities class action
litigation. If we were to become the subject of a class action litigation, we
could incur substantial costs and our management team's attention and resources
could be diverted from our business.

OUR STOCK PRICE MAY DECLINE IF A LARGE NUMBER OF SHARES ARE SOLD AFTER THE
OFFERING OR THERE IS A PERCEPTION THAT THESE SALES MAY OCCUR.

     Following this offering, we will have a large number of shares of common
stock outstanding and available for resale beginning at various points in time.
The market price of our common stock could decline as a result of sales of a
large number of shares of our common stock in the open market following this
offering, or the perception that these sales could occur. After the effective
date of the offering:

     o no shares of common stock will be eligible for sale immediately, in
       addition to the           shares of common stock to be sold in this
       offering;

     o 111,000 shares of common stock purchased pursuant to options issued under
       our stock option plans, not subject to lock-up restrictions, will be
       eligible for sale beginning 90 days after the effective date of this
       offering;

                                       14
o       shares of common stock, constituting more than        times the
       number of shares to be issued in this offering, will be eligible for sale
       beginning 181 days after the effective date of the offering; and

     o       shares of common stock to be issued upon exercise of currently
       outstanding options and warrants.

     The sale of these shares, or the perception that these shares may be sold
in the relatively near future, might make it difficult for us to sell equity
securities in the future. See "Shares Eligible for Future Sale."

YOU WILL INCUR IMMEDIATE AND SUBSTANTIAL DILUTION IN THE PRO FORMA AS ADJUSTED
NET TANGIBLE BOOK VALUE OF THE STOCK YOU PURCHASE.

     We estimate that the initial public offering price of our common stock will
be $     per share. This amount is substantially higher than the pro forma as
adjusted net tangible book value, assuming exercise of the over-allotment in
full by the underwriters of $     per share that our outstanding common stock
will have immediately after this offering. Accordingly, if you purchase shares
of our common stock at its assumed initial public offering price, you will incur
immediate and substantial dilution of $     per share. If the holders of
outstanding options or warrants exercise those options or warrants, you will
suffer further dilution.

     In addition, the issuance or exercise of additional options or warrants to
purchase our common stock could be dilutive to purchasers of shares in this
offering. The table below shows the number of outstanding options and warrants,
including reserved but unissued options, as of March 13, 2000. For more
information on the options, see "Description of Capital Stock--General" and, for
more information on the warrants, see "Description of Capital Stock--Warrants
and Other Rights."
NUMBER OF SHARES UNDERLYING OUTSTANDING OPTIONS
                                                                     AND/OR WARRANTS PLUS NUMBER OF
                          PLAN OR GROUP                              RESERVED BUT UNISSUED OPTIONS AND/OR SHARES
------------------------------------------------------------------   -----------------------------------------------
1999 Stock Option Plan............................................                         4,903,050
2000 Directors Stock Option Plan..................................                           150,000
2000 Employee Stock Purchase Plan.................................                           200,000
Warrants..........................................................                           307,668
ANTITAKEOVER PROVISIONS IN OUR CHARTER DOCUMENTS AND DELAWARE LAW MIGHT DELAY OR
PREVENT TENDER OFFERS OR TAKEOVER ATTEMPTS, WHICH COULD ADVERSELY AFFECT OUR
STOCK PRICE.

     Our restated certificate of incorporation provides for the division of our
board of directors into three classes and provides our board of directors with
the power to issue shares of preferred stock without stockholder approval. The
holders of this preferred stock could have voting rights, including voting
rights that could be superior to those holders of our common stock. Our board of
directors has the power to determine these voting rights. In addition, as a
Delaware corporation, we will be required to comply with Section 203 of the
Delaware General Corporation Law. In general, this law prevents a person who
becomes the owner of 15% or more of our outstanding voting stock from engaging
in specified business combinations for those years in which specified conditions
are satisfied. The effect of these provisions in our restated certificate of
incorporation and of Delaware law could discourage or prevent third parties from
seeking to obtain control of us, including transactions in which the holders of
common stock might receive a premium for their shares over prevailing market
prices.

OUR DIRECTORS, EXECUTIVE OFFICERS, KEY PERSONNEL, MEMBERS OF THEIR FAMILIES AND
ENTITIES AFFILIATED WITH THEM HAVE SIGNIFICANT CONTROL OVER OUR MANAGEMENT AND
AFFAIRS.

     Our directors, executive officers, members of their families and entities
affiliated with them will, in the aggregate, beneficially own approximately
    % of our common stock following the completion of this offering, or
approximately    % of our common stock in the event that the underwriters'
over-allotment option is exercised in full. As a result, these stockholders will
be able to exercise control over all matters requiring approval by our
stockholders, including the election of directors and approval of mergers,
consolidations, sales of assets, recapitalizations and amendments to our
restated certificate of incorporation. These shareholders may take actions with
which you do not agree, including actions that delay, defer or

                                       15
prevent a change of control and could adversely affect the price investors might
be willing to pay in the future for our common stock.

BECAUSE AN ACTIVE TRADING MARKET FOR OUR COMMON STOCK MAY NOT DEVELOP AFTER THIS
OFFERING, IT MAY BE DIFFICULT FOR YOU TO SELL YOUR SHARES.

     There was no public market for our common stock before this offering. We do
not know the extent to which investor interest will lead to the development of a
trading market or how liquid that market might be. If an active and liquid
trading market does not develop for our common stock, you may have difficulty
selling your shares.

WE HAVE DISCRETION AS TO THE USE OF PROCEEDS FROM THIS OFFERING AND MAY NOT USE
THESE IN A MANNER STOCKHOLDERS WOULD PREFER.

     Other than the repayment of some of our corporate debt, we have not
identified specific uses for all of the proceeds from this offering, and our
management will have broad discretion in how we use them. In addition, we are
unable to determine how much of the proceeds will be used for any identified
purpose because circumstances regarding our planned use of the proceeds may
change. You will not have the opportunity to evaluate the economic, financial or
other information on which we base our decisions on how to use the proceeds. The
failure of our management to apply these funds effectively may have a material
adverse effect on our business and financial performance.

                                       16
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

     This prospectus contains forward-looking statements based on our current
expectations, assumptions, estimates and projections about our business and our
industry that address, among other things:

     o our ability to attract and retain experienced research professionals;

     o the acceptance of Internet-based marketing research by existing and
       potential clients;

     o our ability to expand our Internet panels both domestically and
       internationally;

     o our ability to market our products and services;

     o our ability to establish strategic relationships;

     o our ability to continue to develop and improve our technology
       infrastructure; and

     o significant increases in competitive pressures in the marketing research
       industry.

     These forward-looking statements may be found in the sections of this
prospectus entitled "Prospectus Summary," "Risk Factors," "Use of Proceeds,"
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and "Business" and in this prospectus generally. When used in this
prospectus, the words "expects," "anticipates," "intends," "plans," "believes,"
"seeks" and "estimates" and similar expressions are generally intended to
identify forward-looking statements. These forward-looking statements involve
risks and uncertainties. Our actual results could differ materially from those
anticipated in these forward-looking statements as a result of many factors, as
more fully described in the "Risk Factors" section and elsewhere in this
prospectus.

                                       17
USE OF PROCEEDS

     Our net proceeds, after deducting the estimated underwriting discounts and
commissions and offering expenses, from the sale of the           shares of
common stock at the assumed public offering price of $       per share are
estimated to be $       million, or $       million if the underwriters' over-
allotment option is exercised in full. We intend to use the net proceeds of this
offering to repay outstanding loans and for general corporate purposes and
working capital. As of the date of this prospectus, we have no specific plans to
use the net proceeds from this offering other than as set forth below.

     We intend to use the proceeds from this offering to repay:

     o a $14.1 million loan to us from Greenfield Holdings, with an initial
       interest rate of 7.5% from May 17, 1999 through May 17, 2001. This loan
       has an original maturity date of May 17, 2009;

     o a $6.0 million credit facility provided to us by Greyrock Capital, a
       division of Banc of America Commercial Finance Corporation, with an
       interest rate of the highest LIBOR rate in effect during each month plus
       5.0%, provided that the interest rate in effect in each month shall not
       be less than 8.0% per year. This facility has an original maturity date
       of March 31, 2001, but can be renewed;

     o a $2.5 million promissory note payable to us from Greenfield Holdings,
       with an interest rate of 10.0%. This note has an original maturity date
       of June 30, 2001.

     The remaining $          million of the net proceeds will be used for
general corporate and working capital purposes to fund our expansion plans.

     Pending our use of the net proceeds of this offering, we intend to invest
the net proceeds in short-term, interest-bearing, investment-grade securities.

                                DIVIDEND POLICY

     We have never declared or paid any cash dividends on our capital stock or
other securities. We anticipate that we will retain all of our future earnings
for use in the expansion and operation of our business and do not anticipate
paying cash dividends in the foreseeable future. Any future determination as to
the payment of dividends will be at our board of directors' discretion and will
depend on our financial condition, operating results, current and anticipated
cash needs, plans for expansion and other factors that our board of directors
considers to be relevant.

                                       18
CAPITALIZATION

     The following table sets forth our capitalization as of December 31, 1999.
Our capitalization is presented on an actual basis, unaudited pro forma basis
and unaudited pro forma as adjusted basis.

     The unaudited pro forma information reflects the following as though the
transactions occurred as of December 31, 1999:

     o Issuance of a promissory note payable to Greenfield Holdings dated
       March 3, 2000, for cash consideration of $2.5 million;

     o Issuance of 645,338 shares of our class A common stock to private
       investors in March 2000 for cash consideration of $5.4 million; and

     o Advance of $2.0 million under the revolving credit facility with Greyrock
       Capital dated December 3, 1999.

     The unaudited pro forma as adjusted information adjusts the unaudited pro
forma information to reflect the following transactions as though they occurred
as of December 31, 1999:

     o Reclassification of our class A and class B common stock into a single
       class of common stock and an increase in the common shares authorized to
       100,000,000 shares;

     o Exercise of warrants to purchase 307,668 shares of common stock at an
       exercise price of $3.575 per share; and

     o The sale of    shares of common stock at an initial public offering price
       of $    per share in this offering, after deducting underwriting
       discounts and commissions and estimated offering expenses, and the
       application of the estimated net proceeds. See "Use of Proceeds."

     You should read this information together with the sections of this
prospectus entitled "Selected Financial Data" and "Management's Discussion and
Analysis of Financial Condition and Results of Operations" and the financial
statements and related notes appearing elsewhere in this prospectus.
AS OF DECEMBER 31, 1999
                                                                      --------------------------------------------
                                                                                                       PRO FORMA
                                                                        ACTUAL        PRO FORMA       AS ADJUSTED
                                                                      -----------    ------------    -------------
                                                                                     (IN THOUSANDS)
Cash and cash equivalents..........................................   $ 1,708,738    $ 11,610,217
                                                                      -----------    ------------
                                                                      -----------    ------------
Term loan, net.....................................................   $ 3,119,325    $  5,119,325
Notes payable to stockholder, net..................................    13,879,794      16,379,794
                                                                      -----------    ------------
                                                                       16,999,119      21,499,119
                                                                      -----------    ------------

Stockholders' equity:
Common stock--Class A, $.01 par value--45,000,000 shares authorized
  and issued and 3,801,500 shares outstanding, actual; 45,000,000
  shares authorized and issued and 4,446,838 shares outstanding,
  pro forma........................................................       450,000         450,000
Common stock--Class B, $.01 par value--45,000,000 shares authorized
  and 21,855,150 shares issued and outstanding, actual; 45,000,000
  shares authorized and 21,855,150 shares issued and outstanding,
  pro forma........................................................       218,552         218,552
Additional paid-in-capital.........................................    37,880,231      43,019,990
Class A treasury stock, at cost--41,198,500 shares, actual;
  40,553,162 shares, pro forma.....................................   (16,708,292)    (16,446,572)
Notes receivable from stockholders.................................      (500,088)       (500,088)
Unearned stock-based compensation..................................    (7,229,767)     (7,229,767)
Accumulated deficit................................................   (13,787,921)    (13,787,921)
                                                                      -----------    ------------
Total stockholders' equity.........................................       322,715       5,724,194
                                                                      -----------    ------------
  Total capitalization, including borrowings.......................   $17,321,834    $ 27,223,313
                                                                      -----------    ------------
                                                                      -----------    ------------
19
------------------
     The outstanding share information in the table above excludes:

     o an aggregate of 2,857,850 shares issuable upon exercise of outstanding
       stock options under our 1999 Stock Option Plan at a weighted average
       exercise price of $1.02 per share, of which 2,468,550 shares were
       issuable upon the exercise of options issued as of December 31, 1999, at
       a weighted average exercise price per share of $0.40 and 402,300 shares
       were issuable upon the exercise of options issued subsequent to
       December 31, 1999, at a weighted average exercise price per share of
       $4.77;

     o 2,045,200 shares of common stock available for future grants under our
       1999 Stock Option Plan, of which 2,434,500 shares were available for
       future grants as of December 31, 1999;

     o 150,000 shares of common stock available for future grants under our 2000
       Directors Stock Option Plan, of which no shares were available for future
       grants as of December 31, 1999; and

     o 200,000 shares of common stock available for future issuance under our
       2000 Employee Stock Purchase Plan, of which no shares were available for
       future grants as of December 31, 1999.

                                       20
DILUTION

     As of December 31, 1999, our historical net tangible book value was
approximately $       million or $       per share of common stock. Net tangible
book value represents total tangible assets less total liabilities divided by
the number of all shares of common stock outstanding at that date. After giving
effect to our receipt of the net proceeds of $             million from the sale
of the        shares of common stock in this offering at the assumed public
offering price of $       per share and application of estimated net proceeds of
$   million from this sale after deducting the underwriters' discounts and
commissions and estimated offering expenses, the net tangible book value at
December 31, 1999, would have been approximately $       million or $       per
share. This represents an immediate increase in net tangible book value of
$       per share to existing shareholders and an immediate dilution of $
per share to new investors purchasing shares of common stock in this offering.
The following table illustrates this per share dilution:
Assumed initial public offering price per share.........................................   $
Pro forma net tangible book value per share as of December 31, 1999.....................
Increase per share attributable to new investors........................................
Pro forma as adjusted net tangible book value per share after giving effect to this
  offering..............................................................................
                                                                                           ------------
Dilution in pro forma net tangible book value per share to new investors................   $
                                                                                           ------------
                                                                                           ------------
If the underwriters' over-allotment option is exercised in full, our pro
forma as adjusted net tangible book value at December 31, 1999, would have been
approximately $   per share, representing an immediate increase in net tangible
book value of $   to existing shareholders and an immediate dilution in net
tangible book value of $   per share to new investors.

     The following table summarizes, on a pro forma basis, as of December 31,
1999, the differences between the number and percentage of shares of common
stock issued to our existing shareholders and new investors purchasing shares of
common stock in this offering, as well as the aggregate consideration and the
average price per share paid by them:
TOTAL
                                                        SHARES PURCHASED       CONSIDERATION       AVERAGE
                                                       ------------------    ------------------    PRICE PER
                                                       NUMBER     PERCENT    AMOUNT     PERCENT     SHARE
                                                       -------    -------    -------    -------    ---------
Existing shareholders...............................                   %     $               %       $
New investors.......................................
                                                       -------      ---      -------      ---
Total...............................................                100%     $            100%
                                                       -------      ---      -------      ---
                                                       -------      ---      -------      ---
If the underwriters' over-allotment option is exercised in full, the
following will occur:

          o The percentage of the total number of shares of common stock held by
            existing shareholders will decrease to       % after the offering;
            and

          o The number of shares held by new investors will increase to
                      or approximately    % of the total number of shares of our
            common stock outstanding after the offering.

     The outstanding share information in the table above excludes:

          o an aggregate of 2,857,850 shares issuable upon exercise of
            outstanding stock options under our 1999 Stock Option Plan at a
            weighted average exercise price of $1.02 per share;

          o 2,045,200 shares of common stock available for future grants under
            our 1999 Stock Option Plan;

          o 150,000 shares of common stock available for future grants under our
            2000 Directors Stock Option Plan; and

          o 200,000 shares of common stock available for future issuance under
            our 2000 Employee Stock Purchase Plan.

                                       21
SELECTED FINANCIAL DATA

     The following selected financial data should be read in conjunction with
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and the financial statements and related notes, which are included
elsewhere in this prospectus. The selected statement of operations data for each
of years ended December 31, 1997 and 1998 and for the periods from January 1,
1999 through May 16, 1999 and from May 17, 1999 through December 31, 1999 and
the selected balance sheet data as of December 31, 1998 and 1999 are derived
from our audited financial statements, which are included elsewhere in this
prospectus. The selected balance sheet data as of December 31, 1997 is derived
from audited financial statements not included in this prospectus. The statement
of operations data for the years ended December 31, 1995 and 1996 and the
balance sheet data as of December 31, 1995 and 1996 are derived from unaudited
financial statements prepared by management and includes, in the opinion of
management, all adjustments necessary for the fair presentation of our financial
position and results of operations.

     The selected financial data below include unaudited pro forma statement of
operations data for the full year ended December 31, 1999. The unaudited pro
forma statement of operations data for the year ended December 31, 1999 were
derived from unaudited financial statements prepared by management and give
effect to the management buyout of our company as if it had occurred on
January 1, 1999. The selected financial data for the years ended December 31,
1995, 1996, 1997 and 1998 and the period from January 1, 1999 through May 16,
1999 reflect the result of operations and balance sheet data of the predecessor.
The selected financial data for the period from May 17, 1999 through
December 31, 1999 reflect the results of operations and balance sheet data of
the successor. Because the selected financial data of the successor are not
directly comparable to those of the predecessor, a dark bar has been inserted in
the accompanying table to clearly separate the financial position and results of
operations before and after the change in control. The historical results below
are not necessarily indicative of future results. Amounts included below are in
thousands, except per share data.
PREDECESSOR                                   SUCCESSOR
                                         --------------------------------------------------------   ---------------------------

                                                                                                                   PRO FORMA
                                                   YEAR ENDED DECEMBER 31,              JANUARY 1     MAY 17          YEAR
                                         --------------------------------------------   THROUGH      THROUGH         ENDED
                                                                                        MAY 16,     DECEMBER 31,   DECEMBER 31,
                                           1995         1996         1997      1998       1999         1999           1999
                                         -----------  -----------   -------   -------   ---------   ------------   ------------
                                         (UNAUDITED)  (UNAUDITED)                                                  (UNAUDITED)
STATEMENT OF OPERATIONS DATA:
Revenues:...............................   $    --      $   645     $ 1,203   $ 2,791    $ 1,734      $  5,558       $  7,291
  Cost of revenues......................        --          177         521     1,251        702         2,517          3,219
                                           -------      -------     -------   -------    -------      --------       --------
  Gross profit..........................        --          468         682     1,540      1,032         3,041          4,072
Operating expenses:
  Selling, general and administrative
    expenses............................         1          451       1,293     3,262      5,244         6,822         12,066
  Depreciation and amortization.........        --            4          85       322        156         3,844          7,344
  Research and development..............        --           68         143       223        186           792            979
  Panel acquisition expenses............        --           67          61        63         27           112            139
  Stock-based compensation expense(1)...        --           --          --        --         --         5,183          7,767
                                           -------      -------     -------   -------    -------      --------       --------
    Total operating expenses............         1          590       1,582     3,870      5,613        16,753         28,295
                                           -------      -------     -------   -------    -------      --------       --------
    Operating loss......................        (1)        (122)       (900)   (2,330)    (4,581)      (13,712)       (24,223)
Interest expense, net...................        --           (4)        (16)     (115)       (50)       (1,017)        (1,536)
                                           -------      -------     -------   -------    -------      --------       --------
    Loss before income taxes............        (1)        (126)       (916)   (2,445)    (4,631)      (14,729)       (25,759)
Income tax benefit......................        --           --          --        --         --           940            940
                                           -------      -------     -------   -------    -------      --------       --------
Net loss................................   $    (1)     $  (126)    $  (916)  $(2,445)   $(4,631)     $(13,789)      $(24,819)
                                           -------      -------     -------   -------    -------      --------       --------
                                           -------      -------     -------   -------    -------      --------       --------
Basic and diluted net loss per share....   $    --      $    --     $ (0.02)  $ (0.05)   $ (0.10)     $  (0.56)      $  (1.01)
                                           -------      -------     -------   -------    -------      --------       --------
                                           -------      -------     -------   -------    -------      --------       --------
Weighted average shares outstanding--
  basic and diluted.....................    45,000       45,000      45,000    45,000     45,000        24,707         24,563
                                           -------      -------     -------   -------    -------      --------       --------
                                           -------      -------     -------   -------    -------      --------       --------
22
PREDECESSOR
                                                                -----------------------------------
                                                                                                         SUCCESSOR
                                                                        AS OF DECEMBER 31,             ------------------
                                                                -----------------------------------    AS OF DECEMBER 31,
                                                                1995    1996      1997       1998          1999
                                                                ----    -----    -------    -------    ------------------
BALANCE SHEET DATA:
Cash and cash equivalents....................................    $1     $  30    $   148    $   114         $  1,709
Working capital (deficiency).................................    --      (397)    (1,650)    (4,452)          (1,200)
Total assets.................................................     1       210        809      1,692           23,353
Long-term liabilities........................................    --        --         --         90           17,360
Total stockholders' equity (deficit).........................    $1     $(381)   $(1,298)   $(3,743)        $    323
------------------
(1) Stock-based compensation expense of $5,183,000 for the period from May 17,
    1999 through December 31, 1999 has been combined into one line item in the
    statement of operations. Had the stock-based compensation expense been
    allocated to the other line items of the statement of operations, it would
    have increased the cost of revenues by $20,000, increased the selling,
    general and administrative expenses by $4,514,000 and increased the research
    and development expenses by $649,000.

                                       23
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                 FINANCIAL CONDITION AND RESULTS OF OPERATIONS

     The following discussion of our financial condition and results of
operations should be read in conjunction with our financial statements and
related notes starting on page F-1 of this prospectus. This discussion contains
forward-looking statements that involve risks and uncertainties. Our actual
results could differ materially from those anticipated in these forward-looking
statements as a result of the factors discussed in "Risk Factors" starting on
page 6 of this prospectus.

OVERVIEW

     We are a leading provider of Internet-enabled marketing research using our
proprietary technologies. Businesses use marketing research to decide what
products and services to offer and the best ways to advertise, promote and
distribute those products and services. Marketing researchers gather information
from consumers using survey methods and compile and interpret the information to
deliver research results to clients. We have developed proprietary automated
methodologies using the Internet by which surveys are created and distributed to
our voluntary community of online survey panelists and by which survey results
are captured and compiled. Our marketing research professionals work closely
with our clients to create surveys customized to meet each client's information
needs. In addition, we have developed products and services that provide
self-directed research capabilities, allowing clients to create and distribute
their own online surveys. Further, we offer online focus groups and online
brainstorming, as well as syndicated, multi-client products sold on a
subscription or per-study basis.

     We were founded in 1994 as a business unit of Greenfield Consulting Group,
Inc., specifically to develop technologies and methodologies that use the
Internet to perform marketing research. We were incorporated in 1995 and
reorganized on May 17, 1999, as a result of a management buyout. Our principal
service is custom marketing research. We derived a majority of our revenues
during the year ended December 31, 1999 from custom marketing research. We also
provide syndicated marketing research and launched our self-directed Internet
survey service, QuickTake.com, in February 2000. While we expect custom
marketing research to continue to provide the majority of our revenues in
ensuing years, we expect our syndicated and self-directed research to become an
increasing portion of our revenue mix.

MANAGEMENT BUYOUT

     On May 17, 1999, our management team and a group of new investors executed
a management buyout in which approximately 97% of our outstanding common stock
was acquired by Greenfield Holdings, LLC, a company formed specifically to
effect the buyout, and certain other investors.

     As a result of the management buyout, a change in control occurred, and a
new reporting entity was established. For purposes of presentation and
disclosure, we refer to ourselves as the predecessor as of and for all periods
up to the point of the management buyout and as the successor as of and for all
periods thereafter.

SOURCES OF REVENUES AND REVENUE RECOGNITION POLICY

     We generate revenues from the performance and delivery of custom and
proprietary marketing research products and services, from syndicated marketing
research and from sales of self-directed surveys.

     We recognize revenues from custom marketing research in the period in which
the product is delivered. Our custom research results are compiled as reports or
studies and are delivered within a short period, generally ranging from a few
days to eight weeks. Our syndicated marketing research is sold on a subscription
basis for periods of up to one year or on a per-study basis. We recognize
revenues from syndicated marketing research ratably over the term of the related
subscription as services are provided. Invoices billed prior to performance of
services, as well as customer advances, are recorded as deferred project
revenues.

     Prior to 1999, our revenues were derived from a small client base.
Expansion of our client base has reduced this concentration. For the year ended
December 31, 1997, 18% and 15% of our revenues were from

                                       24
two customers, respectively, and, for the year ended December 31, 1998, 13% of
our revenues was from one customer. For the periods from January 1, 1999 through
May 16, 1999 and from May 17, 1999 through December 31, 1999, no single customer
represented greater than 10% of our revenues. Provisions for estimated contract
losses, if any, are also included as a variable project cost and are recognized
in the period such losses are determined.

COST OF REVENUES

     Our cost of revenues represents project costs and associated direct labor.
Direct labor costs consist primarily of salaries, wages, incentives and benefits
for personnel directly related to the projects. Project costs also include
incentives paid to participating survey respondents and fees associated with the
preparation of survey results.

OPERATING EXPENSES

     Our operating expenses consist of selling, general and administrative
expenses, depreciation and amortization, research and development, panel
acquisition costs and stock-based compensation.

     Our selling, general and administrative expenses consist primarily of
salaries and benefits paid to sales and marketing personnel and program
expenses, public relations, advertising and promotion costs, commissions and
other marketing expenses as well as payroll taxes, costs of information
technology administration, general corporate functions and occupancy costs.

     Our depreciation and amortization consists of depreciation of fixed assets
and internal-use software and amortization of goodwill and intangible assets
recorded in connection with the management buyout.

     Our research and development expenses are all associated with new product
development, training and maintenance. In addition, we expense the costs
associated with maintenance and upgrades of our current technologies as these
costs are incurred.

     Our panel acquisition costs are incurred in conjunction with recruiting and
retaining Web-based panel participants through our proprietary recruiting
process and are expensed as incurred.

     Stock-based compensation expense represents noncash charges related to the
issuance of stock options and notes receivable to stockholders collateralized by
our stock. At December 31, 1999, we had unearned stock compensation charges of
$7,229,767 included in our balance sheet. These deferred charges represent
compensation expenses that will be recognized over the remaining vesting period
of the related options.

INTEREST EXPENSE, NET

     Interest expense, net consists of interest expense on borrowings, net of
interest income.

INCOME TAX PROVISION (BENEFIT)

     Our income tax provision (benefit) consists of a deferred tax benefit
arising from the net operating loss carryforwards of the company that eliminated
a net deferred tax liability established at the date of the management buyout.
Prior to the management buyout, we were an S corporation for tax purposes and
had no tax provision or benefit at the corporate level.

                                       25
RESULTS OF OPERATIONS

     The following table sets forth a statement of operations data for the
periods indicated as a percentage of revenues:
SUCCESSOR
                                                                                          ----------------------------
                                                        PREDECESSOR                                          PRO
                                        --------------------------------------------                        FORMA
                                          YEAR             YEAR           JANUARY 1         MAY 17          YEAR
                                          ENDED            ENDED          THROUGH          THROUGH          ENDED
                                        DECEMBER 31,     DECEMBER 31,     MAY 16,         DECEMBER 31,    DECEMBER 31,
                                          1997             1998             1999             1999           1999
                                        ------------     ------------     ----------      ------------    ------------
Revenues.............................       100.0%           100.0%          100.0%            100.0%         100.0%
Cost of revenues.....................        43.3             44.8            40.5              45.3           44.1
                                           ------           ------          ------          --------         ------
Gross margin.........................        56.7             55.2            59.5              54.7           55.9
Selling, general and administrative
  expenses...........................       107.5            116.9           302.5             122.8          165.5
Depreciation and amortization........         7.1             11.5             9.0              69.2          100.7
Research and development.............        11.9              8.0            10.7              14.3           13.4
Panel acquisition expenses...........         5.1              2.2             1.6               2.0            1.9
Stock-based compensation expenses....          --               --              --              93.3          106.5
                                           ------           ------          ------          --------         ------
Total operating expenses.............       131.5            138.6           328.8             301.4          388.1
                                           ------           ------          ------          --------         ------
Operating loss.......................       (74.9)           (83.5)         (264.3)           (246.7)        (332.2)
Interest expense, net................        (1.3)            (4.1)           (2.9)            (18.3)         (21.1)
Income tax benefit...................          --               --              --              16.9           12.9
                                           ------           ------          ------          --------         ------
Net loss.............................       (76.2)%          (87.6)%        (267.1)%          (248.1)%       (340.4)%
                                           ------           ------          ------          --------         ------
                                           ------           ------          ------          --------         ------
SUPPLEMENTAL COMPARISON OF PRO FORMA YEAR ENDED DECEMBER 31, 1999 UNAUDITED, AND
1998

REVENUES

     Revenues for the pro forma year ended December 31, 1999 increased
$4,499,821, or 161.2%, to $7,291,185 from $2,791,364 for the year ended
December 31, 1998. This was primarily a result of the growth in the number and
size of custom research projects. This rapid growth reflects our relatively
early stage of development, the growing acceptance of Internet-based marketing
research and an increase in our number of sales and marketing personnel in the
later half of 1999. We expect to grow at a somewhat lower rate through 2000 as
acceptance of Internet-based marketing research continues, as we continue to add
sales and marketing personnel and as we increase advertising and marketing
activities.

COST OF REVENUES

     Cost of revenues increased $1,968,050, or 157.3%, to $3,218,947 for the pro
forma year ended December 31, 1999, exclusive of stock-based compensation,
representing 44.1% of revenues. Cost of revenues for the year ended
December 31, 1998, was $1,250,897, representing 44.8% of revenues. The overall
increase in the cost of revenues was primarily due to the increased number of
custom research projects and the related project costs. The decline in the cost
of revenues as a percentage of revenues reflects a trend to larger projects with
higher pricing and the efficiencies of our proprietary technologies in
supporting these larger projects. We expect improvements in our cost of revenues
as a percentage of revenues through 2000.

                                       26
OPERATING EXPENSES

  Selling, General and Administrative Expenses

     Selling, general and administrative expenses increased $8,803,111, or
269.8%, to $12,065,510 for the pro forma year ended December 31, 1999, exclusive
of stock-based compensation, representing 165.5% of revenues. For the year ended
December 31, 1998, selling, general and administrative expenses were $3,262,399,
representing 116.9% of revenues. The increase was primarily due to the payment
of management bonuses of approximately $3,260,000 in conjunction with the
management buyout effected in May 1999, which were recorded as selling, general
and administrative expenses. Other increases were due to the addition of
personnel, increased commissions and other expenses associated with our expanded
advertising, marketing and public relations campaign. Excluding the management
bonuses, selling, general and administrative expenses as a percentage of
revenues would have been comparable between 1999 and 1998.

  Depreciation and Amortization

     Depreciation and amortization increased $7,022,579 to $7,344,455 for the
pro forma year ended December 31, 1999, representing 100.7% of revenues. For the
year ended December 31, 1998, depreciation and amortization expenses was
$321,876, representing 11.5% of revenues. The increase was primarily due to
amortization of goodwill and intangible assets associated with the management
buyout, which accounted for 95.0% of depreciation and amortization expenses in
1999 and will continue through 2003. The increase was also a result of
depreciation related to further investments in property, equipment and
internal-use software.

  Research and Development

     Research and development expenses increased $755,317, or 338.4%, to
$978,550 for the pro forma year ended December 31, 1999, exclusive of
stock-based compensation, representing 13.4% of revenues. For the year ended
December 31, 1998, research and development expenses were $223,233, or 8.0% of
revenues. The overall increase in research and development expenses were
primarily attributable to increased spending on new product development,
maintenance, upgrades of current products and technology and research and
development conducted by outside consulting firms. We expect substantial
additional increases in research and development expenses both in absolute terms
and as a percentage of revenues through 2000 as we upgrade our software and
technology, develop new products and develop new technology directed toward
improving productivity.

  Panel Acquisition Expenses

     Panel acquisition expenses for the pro forma year ended December 31, 1999,
were $139,800, representing 1.9% of revenues. For the year ended December 31,
1998, panel acquisition expenses were $62,682, or 2.2% of revenues. The overall
increase in panel acquisition expenses was primarily due to our continued
investment in panel acquisition to support a higher number of survey requests,
due to the increase in custom research projects. The decrease in panel
acquisition expenses as a percentage of revenues is not expected to continue.
Panel acquisition as a percentage of sales will increase as we recruit larger
panels that support greater survey capacity.

  Stock-Based Compensation

     We recognized $7,766,576 of stock-based compensation for the pro forma year
ended December 31, 1999, representing 106.5% of revenues. For the year ended
December 31, 1998, there were no charges associated with stock-based
compensation expenses. The increase is attributable to the issuance of stock
options to employees and directors during the period from May 17, 1999 through
December 31, 1999, for which compensation expense was recorded, and the issuance
of two notes receivable from stockholders. These notes receivable are
nonrecourse notes collateralized by our common stock and are accounted for using
variable plan accounting.

                                       27
INTEREST EXPENSE, NET

     Interest expense, net increased $1,421,549 to $1,536,329 for the pro forma
year ended December 31, 1999, representing 21.1% of revenues. Interest expense,
net was approximately $114,780 for the year ended December 31, 1998,
representing 4.1% of revenues. Interest expense, net increased primarily as a
result of the issuance of a note payable to our majority shareholder in the
principal amount of $14,136,452 in May 1999 and the increase in borrowings
associated with our new credit facility entered into in December 1999.

INCOME TAX PROVISION (BENEFIT)

     Our income tax benefit of $940,452 for the pro forma year ended December
31, 1999, consists of a deferred tax benefit arising from our operating loss
carryforwards during the pro forma year. These net operating losses eliminated a
net deferred tax liability that was established in pushdown accounting at the
date of the management buyout. Prior to the management buyout, we were an
S corporation for tax purposes and had no tax provision or benefit at the
corporate level.

COMPARISON OF THE PERIOD FROM MAY 17, 1999 THROUGH DECEMBER 31, 1999 AND THE
YEAR ENDED DECEMBER 31, 1998

     As a result of the management buyout, we include the following comparison
of the period from May 17, 1999 through December 31, 1999, which is
approximately 7 1/2 months, to the year ended December 31, 1998. Changes in
revenues and expenses shown in this comparison are partially attributable to the
periods containing different numbers of months.

REVENUES

     Revenues for the period from May 17, 1999 through December 31, 1999
increased $2,766,101, or 99.1%, to $5,557,465 from $2,791,364 for the year ended
December 31, 1998. This increase was primarily a result of the growth in the
number and size of custom research projects. This growth reflects our relatively
early stage of development, the growing acceptance of Internet-based marketing
research during 1999 and an increase in our number of sales and marketing
personnel in the later half of 1999. We expect to grow at a somewhat lower rate
through 2000 as acceptance of Internet-based marketing research continues, as we
continue to add sales and marketing personnel and as we increase advertising and
marketing activities.

COST OF REVENUES

     Cost of revenues increased $1,265,861, or 101.2%, to $2,516,758 for the
period from May 17, 1999 through December 31, 1999, exclusive of stock-based
compensation, representing 45.3% of total revenues. Cost of revenues for the
year ended December 31, 1998, was $1,250,897, representing 44.8% of total
revenues. The overall increase in the cost of revenues was primarily due to an
increased number of custom research projects and the related project costs. The
decline in the cost of revenues as a percentage of revenues reflects a trend to
larger projects with higher pricing and the efficiencies of our proprietary
technologies in supporting these larger projects. We expect continued
improvements in our cost of revenues as a percentage of revenues through 2000.

OPERATING EXPENSES

  Selling, General and Administrative Expenses

     Selling, general and administrative expenses increased $3,559,300, or
109.1%, to $6,821,699 for the period from May 17, 1999 through December 31,
1999, exclusive of stock-based compensation, representing 122.8% of total
revenues for the year. For the year ended December 31, 1998, selling, general
and administrative expenses were $3,262,399, representing 116.9% of revenues.
The large increase was primarily due to payment of management bonuses of
approximately $3,260,000 in conjunction with the management buyout, which were
recorded as selling, general and administrative expenses. Other increases were
due to the addition of personnel, increased commissions and other expenses
associated with our expanded advertising,

                                       28
marketing and public relations campaign. Excluding the management bonuses,
selling, general and administrative expenses as a percentage of revenues would
have been comparable between 1999 and 1998.

  Depreciation and Amortization

     Depreciation and amortization increased $3,521,752 to $3,843,628 for the
period from May 17, 1999 through December 31, 1999, representing 69.2% of
revenues. For the year ended December 31, 1998, depreciation and amortization
expenses were $321,876, representing 11.5% of revenues. The increase was
primarily due to amortization of goodwill and intangible assets associated with
the management buyout, which accounted for 87.0% of depreciation and
amortization expense in 1999 and will continue through 2003. The increase was
also a result of depreciation related to further investments in property,
equipment and internal-use software.

  Research and Development

     Research and development increased $569,035, or 254.9%, to $792,268 for the
period from May 17, 1999 through December 31, 1999, exclusive of stock-based
compensation, representing 14.3% of revenues. For the year ended December 31,
1998, research and development was $223,233, or 8.0% of revenues. The overall
increase in research and development expenses were primarily attributable to
increased spending on new product development, maintenance upgrades of current
products and technology and research and development conducted by outside
consulting firms. We expect additional increases in research and development
expenses as a percentage of revenues through 2000 as we upgrade our software and
technology, develop new products and develop new technology directed toward
improving productivity.

  Panel Acquisition Expenses

     Panel acquisition expenses increased $49,849, or 79.5%, to $112,531 for the
period from May 17, 1999 through December 31, 1999, representing 2.0% of
revenues. For the year ended December 31, 1998, panel acquisition expenses were
$62,682, or 2.2% of revenues. The overall increase in panel acquisition expenses
was primarily due to our continued investment in panel acquisition to support a
higher number of survey requests, due to the increase in custom research
projects. The decrease in panel acquisition expenses as a percentage of revenues
is not expected to continue. Panel acquisition as a percentage of revenues will
increase as we recruit larger panels that support greater survey capacity.

  Stock-Based Compensation

     We recognized $5,182,715 of stock-based compensation for the period from
May 17, 1999 through December 31, 1999, representing 93.3% of revenues. For the
year ended December 31, 1998, there were no charges associated with stock-based
compensation expenses. The increase is attributable to the issuance of stock
options to employees and directors during the period from May 17, 1999 through
December 31, 1999, with exercise prices below estimated fair value and the
issuance of two notes receivable from stockholders. These notes receivable are
collateralized by our common stock and are accounted for using variable plan
accounting.

INTEREST EXPENSE, NET

     Interest expense, net increased $901,459 to $1,016,239 for the period from
May 17, 1999 through December 31, 1999, representing 18.3% of revenues. Interest
expense, net approximately $114,780 for the year ended December 31, 1998,
representing 4.1% of revenues. Interest expense, net increased primarily as a
result of the issuance of a note payable to our majority shareholder in the
amount of $14,136,452 in May 1999 and the increase in borrowings associated with
our credit facility entered into in December 1999.

INCOME TAX PROVISION (BENEFIT)

     Our income tax benefit of $940,452 for the period from May 17, 1999 through
December 31, 1999, consists of a deferred tax benefit arising from the net
operating loss carryforwards of the company during the year. These net operating
losses eliminated a net deferred tax liability that was established in pushdown

                                       29
accounting at the date of the management buyout. Prior to the management buyout,
we were an S corporation for tax purposes and had no tax provision or benefit at
the corporate level.

COMPARISON OF THE YEARS ENDED DECEMBER 31, 1998 AND 1997

REVENUES

     Revenues for the year ended December 31, 1998, increased $1,588,312, or
132.0%, to $2,791,364 from $1,203,052 for the year ended December 31, 1997. This
was primarily a result of the growth in the number and size of our custom
research projects.

COST OF REVENUES

     Cost of revenues increased $729,639, or 140.0%, to $1,250,897 for the year
ended December 31, 1998, representing 44.8% of revenues. Cost of revenues for
the year ended December 31, 1997, were $521,258, representing 43.3% of revenues.
The overall increase in the cost of revenues was primarily due to an increased
number of custom research projects and the related project expenses.

OPERATING EXPENSES

  Selling, General and Administrative Expenses

     Selling, general and administrative expenses increased $1,969,603, or
152.4%, to $3,262,399 for the year ended December 31, 1998, representing 116.9%
of revenues. For the year ended December 31, 1997, selling, general and
administrative expenses were $1,292,796, representing 107.5% of revenues. The
spending increases were due to the addition of personnel, increased commissions
and other expenses associated with our expanding advertising, marketing and
public relations campaigns.

  Depreciation and Amortization

     Depreciation and amortization increased $236,912 to $321,876 for the year
ended December 31, 1998, representing 11.5% of revenues. For the year ended
December 31, 1997, depreciation and amortization expense was $84,964,
representing 7.1% of revenues. The increase was primarily due to the
depreciation related to further investments in property, equipment and
internal-use software.

  Research and Development

     Research and development expenses increased $79,754, or 55.6%, to $223,233
for the year ended December 31, 1998, representing 8.0% of total revenues. For
the year ended December 31, 1997, research and development expenses were
$143,479, or 11.9% of revenues. The overall increase in research and development
expenses was primarily attributable to increased spending on new product
development, maintenance upgrades of current products and technology and
research and development conducted by outside consulting firms.

  Panel Acquisition Expenses

     Panel acquisition expenses for the year ended December 31, 1998, were
$62,682, representing 2.2% of total revenues. For the year ended December 31,
1997, panel acquisition expenses were $61,135, or 5.1% of total revenues. The
decrease in panel acquisition expenses as a percentage of revenue was due to
costs incurred in 1997 to support higher volumes of surveys expected in future
periods.

INTEREST EXPENSE, NET

     Interest expense, net increased $98,835, or 619.9%, to $114,780 for the
year ended December 31, 1998, representing 4.1% of revenues. Interest expense,
net was $15,945 for the year ended December 31, 1997, representing 1.3% of
revenues. Interest expense, net increased primarily as a result of the increased
borrowings from one of our affiliates in 1998.

                                       30
LIQUIDITY AND CAPITAL RESOURCES

  Liquidity

     At December 31, 1999, we had cash and cash equivalents of approximately
$1.7 million. We regularly invest excess funds in short-term money market funds,
government securities and commercial paper. On March 13, 2000, we had cash and
cash equivalents of $7.5 million and additional borrowing capacity of
approximately $3.0 million.

     We had negative cash flow from operations of approximately $6.7 million
during the period from May 17, 1999 through December 31, 1999. We used cash in
investing activities of $1 million during the period from May 17, 1999 through
December 31, 1999, primarily due to cash used for capital expenditures. We
generated cash from financing activities of approximately $9.2 million during
the period from May 17, 1999 through December 31, 1999, primarily reflecting
proceeds from the management buyout and additional debt financing, less the cost
of reacquiring treasury stock from the former sole stockholder of the company.

     We have consistently sustained net losses and negative cash flows from
operations and have a working capital deficiency. Our ability to meet our
obligations in the ordinary course of business is dependent upon our ability to
attract capital from new and existing investors. To date, we have been able to
attract sufficient capital to support our operating needs and meet our
obligations as they come due. During 1999, we received approximately $27.0
million of debt and equity financing from various sources, including investors
participating in the management buyout, as well as from a financial institution.
In March 2000, we closed an additional debt and equity financing in the amount
of $10.4 million. These funds are being used to expand operations, including
hiring additional employees and continuing to invest in proprietary survey
products and technologies. Management believes that these funds, together with
available cash and the proceeds of this offering are sufficient to support our
operations.

  Capital Resources

     We have a substantial amount of debt. We intend to repay all of our debt
outstanding to our lenders with a portion of the proceeds from this offering.

     The substantial amount of debt that is payable to Greenfield Holdings and
Greyrock Capital has created a highly leveraged balance sheet, and our debt
service levels would require us to achieve profitability early in 2001 in order
to sustain operations under the current capital structure. In the event that we
are unable to complete an initial public offering of our stock in which a
portion of the proceeds would be used to pay off all outstanding debt with
Greenfield Holdings, and the financial institution, it would be our intent to
refinance the Greenfield Holdings debt to an equity form of capital, such as
convertible preferred stock. We believe that our unique relationship with
Greenfield Holdings, afford us the ability to refinance the debt, if necessary.

     This back-up refinancing plan, in conjunction with $5.0 million of equity
capital we raised in March 2000 with an institutional investor, would
appropriately balance our capital structure and minimize our debt service levels
going forward.

     To further expand our operations, we may need to raise additional funds in
the future to fund more rapid expansion, to develop new products and to respond
to competitive pressures or to acquire complementary businesses or technologies.
If additional funds are raised through the issuance of additional equity
securities, the percentage equity ownership of our stockholders will be reduced,
stockholders may experience dilution and these equity securities may have
rights, preferences or privileges senior to those of our common stockholders. We
cannot assure you that additional financing will be available when needed on
terms favorable to us, or at all. If adequate funds are not available or are not
available on acceptable terms, we may be unable to develop or enhance products,
unable to take advantage of future opportunities or respond to competitive
pressures.

                                       31
YEAR 2000 DISCLOSURE

     Many currently installed computer systems and software products are coded
to accept or recognize only two-digit entries in the date code filed. These
systems may recognize a date using "00" as the year 1900 rather than the year
2000. As a result, it has been necessary to update the computer systems and/or
software used by many companies and governmental agencies to comply with Year
2000 requirements so as not to risk system failure or miscalculations causing
disruptions of normal business activities. Most reports to date, however, are
that computer systems are functioning normally and the compliance and
remediation work accomplished leading up to the Year 2000 was effective to
prevent material problems. Computer experts have warned, however, that there may
still be residual consequences.

     We are exposed to the risk that the systems on which we depend to conduct
our operations are not Year 2000 compliant and we cannot assure you that any
Year 2000 problems will not result in disruptions.

     Based on initial reports, we believe that our information technology
systems, which include our hardware and software, and our non-information
technology systems, which include the telephone systems and other office
equipment we use internally, are Year 2000 compliant.

     In addition, to date, we have not experienced any significant problems
relating to the Year 2000 compliance of our major vendors. However, we cannot
assure you that these vendors will not experience a Year 2000 problem in the
future. In the event that any of them experience a Year 2000 problem and we are
unable to locate an acceptable alternative, our business would be harmed.

     Although our initial reports have not identified any material Year 2000
problems affecting our material third-party vendors, it is possible that certain
Year 2000 problems may have residual consequences or that our third-party
vendors were mistaken in certifying that their systems are Year 2000 compliant.
If we fail to fix our internal systems or to fix or replace material third-party
software, hardware or services on a timely basis, we may suffer lost revenues,
increased operating costs and other business interruptions, any of which could
have a material adverse effect on our business, results of operations and
financial condition.

     Although initial reports are that computer systems are functioning
normally, we cannot assure you that governmental agencies, utility companies,
Internet access companies, third-party service providers and others outside our
control will not develop Year 2000 problems. If those entities fail to be Year
2000 compliant, there may be a systemic failure beyond our control, such as a
prolonged Internet, telecommunications or electrical failure, which could have a
material adverse effect on our business, results of operations and financial
condition.

     Based on our assessment of our Year 2000 readiness, we do not anticipate
being required to implement any material aspects of a contingency plan to
address Year 2000 readiness of our critical operations.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS

     The following discusses our exposure to market risk related to changes in
interest rates and foreign currency exchange rates. This discussion contains
forward-looking statements that are subject to risks and uncertainties. Actual
results could vary materially as a result of a number of factors including those
set forth in the "Risk Factors" section of this prospectus.

  Interest Rate Risk

     Our exposure to market risk is for changes in interest rates for long-term
debt obligations. We use proceeds from these debt obligations to support general
corporate requirements, including capital expenditures and working capital
needs. We have interest rate exposure on our borrowings that bear variable
interest rates.

     As disclosed in the notes to our financial statements, our debt obligations
as of December 31, 1999, included a long-term, unsecured promissory note and a
credit facility with a financial institution including a one-year renewable term
loan and a revolving credit line. Interest rates on the promissory note are
fixed for specified intervals and will increase with time until the note
matures. During the period in which the note is outstanding, changes in
prevailing market rates could have an effect on operations and cash flows.
Interest rates on the credit facility float with the market. A hypothetical
10.0% change in prevailing interest rates

                                       32
would have the effect of increasing or decreasing annual interest expense by
approximately $200,000 and would increase or decrease the fair value of
outstanding debt by approximately $900,000. Actual gains and losses in the
future may differ materially from that analysis, however, based on changes in
the timing and amount of actual interest rate movements.

     We invest our cash and cash equivalents in investment-grade, highly liquid
investments, consisting of money market instruments and bank certificates of
deposit. We anticipate using a portion of our proceeds from this offering to
retire our debt obligations to affiliates and financial institutions and to
invest the remainder in similar investment-grade and highly liquid investments
pending their use as described in this prospectus.

  Foreign Currency Exchange Rate Risk

     We have no derivative financial instruments. We do not materially transact
in foreign currencies, and there is no impact of currency fluctuations on our
operations. As we consider expanding our operations outside the U.S., we could
be exposed to fluctuations in exchange rates.

RECENT ACCOUNTING PRONOUNCEMENTS

     In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 133, Accounting for Derivative Instruments
and Hedging Activities, "SFAS No. 133." The new standard establishes accounting
and reporting standards for derivative instruments, including certain derivative
instruments embedded in other contracts, and for hedging activities. SFAS No.
133 is effective for the company beginning in fiscal 2001. Management does not
expect SFAS No. 133 to have a material effect on our financial position or
results of operations.

     In December 1999, the Securities and Exchange Commission issued Staff
Accounting Bulletin No. 101, Revenue Recognition, "SAB 101," which provides
guidance on the recognition, presentation and disclosure of revenues in
financial statements filed with the Securities and Exchange Commission. SAB 101
outlines the basic criteria that must be met to recognize revenues and provides
guidance for disclosure related to revenue recognition policies. Management
believes that its revenue recognition policies and practices are in conformance
with SAB 101.

                                       33
BUSINESS

BUSINESS OVERVIEW

     We are a pioneer in the use of the Internet to conduct marketing research.
We believe the Internet has become a viable medium for conducting marketing
research, and we are well positioned to lead the transition to the Internet.
Founded in 1994, we performed our first Internet-based research project in 1995
and continue to be a leading provider of Internet-based marketing research.
Societal changes and today's complex business environment have accelerated
businesses' need for marketing research. We have developed products and services
that include custom research, syndicated research and easy-to-use, self-directed
research to address our clients' diverse marketing research needs. We believe
that the combination of our proprietary Internet-based technology, our
high-quality online respondent panels and experienced research professionals
produces faster, better and richer results than those obtained using offline
marketing research methods. Our Internet-based technology provides a highly
automated platform to perform a large volume of marketing research. Our
proprietary online research panels contain over 500,000 registered respondents
who have provided us with information allowing us to reach highly targeted
groups of people quickly and efficiently. Our experienced marketing researchers
use their knowledge of marketing research, our Internet-based technology and our
online panels to deliver marketing research information to our clients.

INDUSTRY OVERVIEW

  Growth and Acceptance of the Internet

     International Data Corporation, an information technology data and analysis
company, estimates the number of worldwide Internet users will grow from
196 million at the end of 1999 to 502 million at the end of 2003. Jupiter
Communications, a provider of e-commerce research, estimates the percentage of
households in the U.S. that will be online will increase from 44% in 1999 to 63%
in 2003. We believe this growth and acceptance of the Internet is principally
driven by the widespread adoption of personal computers and Web-enabled devices
as they have become increasingly prevalent and affordable. In addition, the cost
of Internet access has declined as Internet Service Providers have moved to
flat-rate and low- or no-cost rate structures.

     We believe the Internet has become an effective medium for conducting
marketing research because of its widespread growth and acceptance. Due to the
decreasing cost of personal computers and Web access, an increasingly diverse
group of people with demographics more reflective of the general population is
using the Internet. As a result, we believe marketing research conducted on the
Internet increasingly provides quality results that accurately reflect the
preferences of the general population and those segments of the population that
businesses want to understand better.

  Offline Marketing Research Industry

     Businesses rely on feedback from the marketplace to make decisions about
the products and services they offer. The more information businesses can gather
about their customers, their potential customers and their competition, the more
likely it is that they will be able to develop and sell products and services
that people will buy and use. Marketing research is a critical tool used to
gather the information that businesses need to make decisions regarding product
portfolios, advertising and promotion efforts and channels of distribution.
According to the European Society of Opinion and Marketing Research, an
independent trade association, approximately $13.4 billion was spent on
marketing research worldwide in 1998, a 10% increase from 1997.

     Marketing research requires expertise in designing, gathering, processing
and analyzing information in order to provide accurate and reliable feedback.
Methods generally used by offline marketing researchers include in-person and
telephone interviews and direct mail surveys. These methods are costly because
they involve time-consuming and labor-intensive efforts to find and interview
people and to process and analyze information. Data acquisition costs are also
high due to declining cooperation rates among offline survey participants.
According to a survey conducted by the Council for Marketing and Opinion
Research, an independent trade organization, the percentage of Americans
agreeing to participate in offline surveys

                                       34
declined from 20% in 1995 to 14% in 1999. Marketing researchers have adopted
technology such as automated phone interviews and product scanner tracking in an
attempt to increase efficiencies in data collection and processing. However,
these methods still require a high degree of manual processing, remain
time-consuming and labor-intensive and do not address declining participation
rates.

     Societal changes and the complexity of today's business environment have
greatly increased demand for high-quality marketing research. Increased
competition, globalization of products, technological innovation and rapidly
changing consumer preferences and lifestyles have accelerated the need for
marketing information. The risk to marketing research in this environment is
that businesses will forgo spending on marketing research because the time and
cost outweighs its value. Because of the expense, marketing research has
historically been primarily affordable to FORTUNE 1000 companies and
prohibitively expensive for small and mid-sized businesses. We believe that
before the Internet became available as a research tool, the marketing research
industry was unable to satisfy the increasing demand for fast, affordable and
quality research.

  Online Marketing Research

     We believe the Internet is fundamentally changing the marketing research
industry and allowing researchers to better meet the challenges posed by today's
business environment. Using the Internet, marketing researchers can rapidly
access, collect and process large amounts of data from diverse groups. Online
marketing research lowers data acquisition costs and provides opportunities to
expand the market to include companies that previously could not afford the high
cost of research. The Internet provides direct access to potential survey
participants and offers a convenient and unique environment for participants to
view and respond to surveys.

     Internet-enabled survey methods speed up the information-gathering process
by preparing and delivering surveys and retrieving information electronically.
As surveys are completed, the results are captured and stored automatically.
These methods eliminate the need to print and distribute surveys and
substantially reduce the time required for entering and compiling data.

     Further, we believe the Internet provides a superior, cost-efficient
platform for marketing research. The Internet eliminates the time-consuming,
labor-intensive and costly processes associated with offline research,
significantly reducing the cost of each completed survey. Lower per-survey costs
allow online marketing researchers to collect more data from larger audiences.
With lower cost access to large groups, online researchers are able to reach and
provide information from highly targeted demographic segments at speed and costs
unavailable through offline research methodologies.

     It is our belief that the Internet also provides a unique and user-friendly
environment for conducting surveys. Internet-enabled surveys can accommodate a
variety of new media, including websites and streaming audio and video that
cannot be integrated into offline surveys. We believe that exposing participants
to these media allows researchers to capture feedback needed by marketers to
assess new product offerings and test new advertising messages more accurately.
Using the Internet, participants can complete surveys at their convenience and
are not subject to the bias that may be introduced by an interviewer. We believe
the convenience and anonymity offered by Internet surveys lead to richer, more
detailed responses.

  Challenges of Moving Marketing Research Online From Offline Methods

     Although the Internet presents a significant opportunity for marketing
researchers, transitioning from offline research to an online environment
presents substantial challenges. To use the Internet for marketing research,
companies must convert or abandon offline methodologies, develop Internet
expertise and invest in new infrastructure and technology. Marketing research
companies must also gain access to people who are online and willing to
participate in research. We believe that, to successfully compete in an online
environment, marketing research companies must develop online panels of survey
respondents and integrate their online panels with their online technologies.

     We believe that many marketing research firms that have attempted to
migrate to online methodologies have been unsuccessful. This is because of the
high investment costs required to develop new technologies

                                       35
and expertise, a reluctance to abandon existing business models and a lack of
understanding about online panel building and the online environment. Most
offline marketing research companies rely on direct mail and telephone surveys
that are supported by dated technology systems, known as legacy systems. These
legacy systems cannot be modified to meet the particular demands of the Internet
and must be abandoned by companies attempting to conduct online marketing
research, often at high cost.

     We believe that many offline marketing research companies have not
recognized that, to be effective, online marketing research should be conducted
using panels of respondents who have provided the researcher with detailed
demographic information and who have given their permission to be surveyed.
Creating and maintaining online panels requires knowledge and expertise that
these companies have not gained by building and using offline panels or other
survey methods. We believe online panel building and maintenance requires an
understanding of online communities and Internet users which can be gained only
through years of online experience.

THE GREENFIELD ONLINE ADVANTAGE

     We are a pioneer in the use of the Internet as a foundation to build a
marketing research business. We were founded in 1994 and conducted our first
Internet-based marketing research project in 1995. Our early entry and
first-mover advantage have enabled us to develop a strong brand position for
Internet-based marketing research. We believe our five years of Internet
experience have provided us with a critical mass of knowledge and expertise,
which cannot be replicated without a similar investment of time and resources.
We believe that the combination of our Internet-focused technology, high-quality
online panels and experienced marketing research professionals provides us with
the ability to meet the challenges of the marketing research industry and
produce faster, better and richer results than can be obtained using offline
marketing research methods.

  Internet-Focused Technology

     We are a 100% Internet-enabled company. Since 1994, we have developed our
technology with the specific goal of harnessing the Internet to perform
marketing research. The technologies we have developed provide a highly
efficient platform to perform online marketing research and allow us to offer
research to a broad range of clients. Our core technology is our Web Research
Engine, comprised of three proprietary technologies: NetTap, Survey Wizard and
QuickTake. Our Web Research Engine allows us to reduce data acquisition costs by
expediting, and in some cases eliminating, many of the labor-intensive functions
of offline marketing research such as survey creation, identification of
potential respondents and data collection and input. Our technology also allows
us to deliver information faster than offline methods by automating
questionnaire design, reducing in-field survey time and facilitating data
collection and compiling. Using our technology, we believe we provide enhanced
services to our clients by conducting surveys that elicit detailed and accurate
information from the specific groups that match our clients' cost and timing
needs. Our technologies are also designed to be easy to use and eliminate the
need for highly skilled computer programmers to set up and process surveys.

  High-Quality Online Panels

     We have spent the last five years building, refining and investing in our
proprietary research panels. Our proprietary NetReach Internet recruiting
techniques enable us to build and replenish online panels comprised of
responsive and geographically and demographically diverse participants. We are
able to target very specific segments of our panels based on the marketing
research needs of our clients because each panelist has provided us with a
detailed personal profile comprised of up to 70 fields of information. We
believe that because each of our panelists has joined us voluntarily, we receive
timely and accurate responses to our surveys. The combination of our technology
and our online panels also significantly reduces the cost of conducting surveys
when compared with offline data collection methods. Response and participation
rates, sample gathering and survey delivery costs that impede offline research
have less impact on our marketing research because our online methodologies
permit us to identify, contact and survey additional respondents with minimal
cost and effort.

                                       36
Experienced Researchers

     Marketing research requires special skills and training due to the
complexity of developing and producing surveys that deliver reliable, actionable
data. Therefore, we require the involvement of experienced researchers at every
stage of the process, from the consultative sale to report delivery. We believe
that the relevant industry experience and the combined knowledge and expertise
of our researchers provide us with a distinct competitive advantage. As a
result, our researchers drive the decisions, technology and product development
of our company.

OUR STRATEGY

     Our goal is to expand our position as a leading Internet-based marketing
research company. We have developed a strategy to be the largest and most
recognized supplier of marketing research worldwide, measured by market share,
product quality, geographic coverage and strength of brand name. Our strategy is
to:

  Expand the Market

     Our strategy to expand the market for online marketing research is
threefold.

     o Convert users of offline marketing research to online research. We
       attract buyers of offline marketing research by demonstrating the
       advantages of Web-enabled marketing research and the superiority of our
       technology, panels and researchers. These advantages enable us to provide
       clients with a faster, better and richer marketing research solution.
       Since our inception, we have expanded our client base to include clients
       who have traditionally relied upon offline marketing research.

     o Grow sales to current clients. We intend to increase our sales to current
       clients by offering a comprehensive suite of marketing research products
       and services that will strengthen client loyalty and increase recurring
       revenues. We also establish long-term relationships with our clients by
       developing and marketing updated, subscription-based services as well as
       customized systems and online panels. By offering our clients
       comprehensive, continuing and customized services, we believe we will
       cultivate high-value relationships that increase client loyalty.

     o Expand addressable market. We also intend to expand our addressable
       market by developing and offering products and services at various price
       points to clients for whom marketing research has historically been
       prohibitively expensive. We intend to provide quality research not only
       to large FORTUNE 1000 corporations but also to small and mid-sized
       businesses, which have been traditionally underserved by the marketing
       research industry. To address the needs of this market, we will continue
       to develop a range of self-directed, Web-based products that allow our
       clients to quickly and cost effectively receive feedback on questions
       they need answered prior to or instead of committing substantial
       resources to larger research studies. We launched our first Web-based
       self-directed service, QuickTake.com, in February 2000. Visitors to
       QuickTake.com conduct surveys on their own and start obtaining results in
       a matter of hours. We will continue to develop online products and
       services that expand our market by providing more direct access to
       information.

  Build and Maintain Our High-Quality Online Research Panels

     We believe the most critical element of successful online marketing
research is panels that provide reliable, high-quality responses that accurately
mirror the opinions and attitudes of targeted groups. By building a quality
general consumer panel and highly targeted vertical panels, we believe that we
can accurately research both the general population and specific
hard-to-research demographic groups.

     We use our proprietary NetReach recruiting process to build and grow the
broadest and most representative panels. By providing access to highly targeted
panels and entering into strategic alliances with other companies to codevelop
or gain access to additional highly targeted panels, we intend to meet our
clients' need to target hard-to-research demographic groups. Through the
addition of demographic, lifestyle and other relevant panelist data, we
continuously improve our panels. We strive to preserve panelist participation
and longevity by building a sense of community and involvement among our panel
members.

                                       37
We maintain panel relations programs featuring newsletters, personalized emails
and selected research results.

  Develop and Enhance Our Scalable, Proprietary Internet Technology

     Our proprietary Web Research Engine enables us to efficiently perform
marketing research and deliver results online. We continuously develop and
enhance our technology to maintain and improve the speed and reliability of our
marketing research services. Our efforts are initially focused on automating all
functions of the marketing research process. In the longer term, we intend to
continue to develop technologies that will enable us to introduce new products
and services. We also intend to continue to enhance our Web Research Engine and
our websites to ensure speed, sophistication, flexibility, functionality and
security.

  Attract and Retain High-Quality, Experienced Marketing Research Professionals

     As we grow our client base and increase the number of products and services
we offer, we will need to increase the number of experienced researchers to
service our clients. We believe that marketing researchers with significant
experience most effectively sell to and service our clients. To meet the
expected growth in our business, we intend to increase the number of people with
relevant industry experience through an aggressive recruiting campaign and an
internal referral program. In addition, we have implemented appropriate
performance-based compensation strategies to attract and retain research
professionals.

  Increase Brand Awareness

     Since inception, we have worked to build strong brand awareness among the
purchasers of marketing research. We strive to be the recognized authority in
marketing research. We believe that brand awareness increases our credibility,
increases demand for our services and positions us as the quality provider of
marketing research. We intend to continue to build our brand awareness through a
concerted effort that includes public relations campaigns as well as online and
offline advertising.

OUR WEB RESEARCH PLATFORM

     We believe the technologies and online panels we have developed provide a
highly efficient platform to perform online marketing research and allow us to
offer research to a broad range of clients.

  Web Research Engine

     Our core technology is our Web Research Engine. All of our products and
services rely on Internet technologies that we have developed or adapted to
collect, process, analyze and report marketing research information. These
integrated technologies, which seamlessly interface with each other and our
online panels, are what we call our Web Research Engine. Our Web Research Engine
is comprised of highly secure applications, an underlying database system and
QuickTake technology, which allow large numbers of surveys to be created,
gathered and processed efficiently. Our software was designed to be
user-friendly and compatible with a broad range of technologies. The key
components of our Web Research Engine are:

     Survey Wizard. Our Survey Wizard software allows us to create and execute
complex Web-enabled surveys that can incorporate sophisticated multimedia.
Survey Wizard allows our researchers to create surveys easily and efficiently
with commonly available desktop software. This technology automates the coding
of questions, generates Web-ready surveys, and collects and stores data. This
automation eliminates the need to employ numerous skilled programmers to code
each survey and reduces the time required to create Web surveys. Our Survey
Wizard software has features that enhance the quality of our surveys by reducing
the number of incomplete responses as well as the time and cost of editing.
Survey Wizard can dynamically control how information from respondents is
captured, thereby reducing inaccuracy and inconsistency in the data. By
directing different questions to the respondent based upon their prior answers,
Survey Wizard allows for a more custom and detailed set of responses.

                                       38
NetTap. NetTap is a proprietary set of database tools that provides a
user-friendly interface for executing marketing research studies. NetTap
seamlessly interfaces with Survey Wizard and our online panels and allows us to:

     o select a sample of respondents from our online panels;

     o generate email invitations to the selected sample;

     o publish surveys on the Web; and

     o collect, store and retrieve data.

     QuickTake. QuickTake is a 100% Web-based survey tool that allows us to
offer self-directed surveys for clients who need quick feedback. QuickTake
provides a Web-based interface and allows surveys to be conducted without the
use of a research staff. QuickTake is a powerful and user-friendly software tool
and features built-in functionality for easy navigation, flexible survey
formatting and real-time reporting of results. QuickTake can be used to perform
surveys among online audiences from the Web or from the user's own lists or
databases, such as employee groups, business partners, customers or website
visitors.

     Each of our proprietary technologies that makes up our Web Research Engine
allows users, either our researchers or our clients, to launch and monitor
surveys and compile survey data from their personal computers, eliminating the
multistep, multiperson processes used by offline marketing research firms.

  Greenfield Online Panels

     All of our products and services rely on online panels of respondents that
we have recruited to participate in our marketing research studies. Using
NetReach, our continuous, dynamic proprietary technique for building and
maintaining online respondent panels, we attract potential panelists from the
entire spectrum of the Internet. We also obtain new members from our
www.quicktake.com website. Upon completing a survey launched from QuickTake.com,
respondents are invited to become members of our Greenfield Online panels. The
only way someone can become a panel member is by registering at our panelist
website, www.greenfieldonline.com, and completing a demographic and lifestyle
profile. This registration process is completely voluntary and automates the
capture of detailed demographic and lifestyle information that is needed to
target the various populations that our clients want to research. Our panel
relations program encourages a commitment to participate by upholding strict
security and privacy standards and maintaining regular contact with our panel
members. All of our marketing research studies report aggregate information
about groups, not individuals. Individually identifiable information is never
reviewed or published as part of a research survey. The combination of our
recruiting techniques, registration process and panel relations program allows
us to have highly diverse and comprehensively profiled online panels that can
support a wide range of marketing research products and services.

     To date, we have recruited and registered over 500,000 respondents,
residing in households containing approximately 1.6 million people. We have
collected and maintain up to 70 fields of demographic and lifestyle information
from each of these respondents. We believe that the level of detail we have
compiled about these panelists and their households provides us with a strategic
advantage. Our NetReach recruiting program contrasts with the recruiting
strategies of many of our competitors who maintain larger databases but lack our
detailed profiles. Our online panels are comprised of:

     General Consumer Panel. Our large, general consumer panel consists of a
cross section of people who access the Internet from the U.S. and more than 100
other countries. This online panel is built and maintained through our panelist
website, www.greenfieldonline.com, which provides access to our surveys,
information relevant to our panel members and a means for communicating
questions or comments to us.

     Targeted Vertical Panels. Our vertical online panels target people
representing segments of the population that are important to the marketing
efforts of our clients, but who are difficult to reach through offline research
methods. These panels currently include college students, teens, mothers with
babies, gays and lesbians, pet owners and veterinarians, seniors, traveling
executives and future brides. We expect to continue to build additional targeted
vertical panels based on the research needs of our clients.

                                       39
PRODUCTS AND SERVICES

     We offer a comprehensive suite of marketing research products and services
exclusively using Internet-based methodologies supported by our Web Research
Platform. We currently offer custom, syndicated and self-directed marketing
research.
PRODUCTS AND SERVICES

         CUSTOM RESEARCH                   SYNDICATED RESEARCH                SELF-DIRECTED RESEARCH
----------------------------------  ----------------------------------  ----------------------------------
Full-service quantitative and       Our research and data compiled and  Easy-to-use online research
qualitative research designed to    packaged for off-the-shelf or       designed by individual users
meet each client's specific needs   subscription sales to multiple
                                    clients

BRANDED SERVICES                    DIGITAL CONSUMER STUDIES            QUICKTAKE.COM
o FocusChat--online focus groups    o Market intelligence on selected   o A self-directed Internet-based
o MindStorm--online brainstorming     research topics                     survey tool that rapidly
PRIVATE-LABEL SERVICES                                                    captures feedback from general
o FieldSource--data collection      NETREACH VERTICAL MARKET STUDIES      or targeted audiences
  services for marketing            o Studies conducted among our
  researchers who have no or          NetReach vertical panels
  limited Internet research           representing hard-to-research
  capabilities                        groups
                                    DIGITAL CONSUMER STORE
                                    o Allows immediate online purchase
                                      of our Digital Consumer branded
                                      studies

                                          WEB RESEARCH PLATFORM

                                         GREENFIELD ONLINE PANELS
                                          General consumer panel
                                         Targeted vertical panels

                                           WEB RESEARCH ENGINE
                               Survey Wizard--automated survey preparation
                    NetTap--survey distribution and collection; panel member selection
                              QuickTake--Web-based self-directed survey tool
Custom Research

     Custom marketing research services include studies designed to elicit
information on topics specifically identified by a client from populations they
wish to target. Our clients generally invest in custom research to minimize the
risk associated with making decisions involving large expenditures for their
businesses. We believe that our experience base allows us to design marketing
research that elicits the accurate and reliable information our clients need to
make more informed decisions about their marketing efforts. Our custom research
services are based on proven quantitative and qualitative marketing research
principles.

                                       40
In contrast to companies that focus on one area of marketing research, such
as customer satisfaction, we offer a full range of custom research to help
marketers make decisions. We offer services to guide our clients' marketing
efforts, including new product development, advertising and promotion, customer
acquisition and retention and e-commerce strategies.

     For all of our custom research studies, we work closely with our clients to
understand their specific information needs. Based on our understanding of our
clients' needs and our experience in conducting online marketing research, we
design, execute and analyze research studies. The services we provide for a
typical custom research survey include questionnaire design, data collection and
processing, analysis and interpretation of results. Although we can use our
technology to collect and process data, we rely on our researchers to design and
analyze the research to provide high-quality information to our clients.
Questionnaires are designed by experienced research professionals who know how
to ask unbiased questions to elicit the specific information needed. Beyond
simply reporting the results, our researchers analyze and interpret the data to
help our clients understand what the results mean to their business.

     Branded Services. We have developed custom research services that rely on
proprietary techniques and technologies. The branded custom services we
currently offer are FocusChat and MindStorm, which are analogous to focus groups
and brainstorming in offline research services. We developed these services to
provide unique and efficient methods to collect and deliver custom research
services. By conducting these custom research services online, we eliminate the
travel costs associated with gathering together a group of people and a
moderator in one location to conduct the research sessions. Through the use of
our Internet-based technologies, we also significantly reduce the time
associated with compiling the data after the research is completed.

     o FocusChat. Group interviewing is a common research methodology used to
       explore ideas or gain in-depth insights among small groups of people,
       facilitated by a moderator. We conduct online group discussions for our
       clients, using FocusChat, our proprietary software. By conducting these
       group interviews online using FocusChat we can assemble and engage
       respondents, clients and the group moderator from around the world in a
       highly interactive discussion and provide the resulting transcripts for
       immediate review and analysis.

     o MindStorm. Brainstorming is a common research technique where
       participants engage in an open discussion without the leadership of a
       moderator. MindStorm is our proprietary software that acts as an online
       think tank. This software permits participants from around the world to
       brainstorm on a series of topics or questions that are posted on an
       electronic bulletin board. This technique creates an environment for
       unstructured discussion that provides our clients with realistic and
       detailed feedback. Using MindStorm, we can monitor the progress of the
       discussion, encourage and prompt participants to remain continuously
       engaged throughout the session and electronically capture the information
       and ideas formed by our participants for immediate review and analysis.

     Private-Label Services. We offer data collection services through our
FieldSource service for other marketing research companies that have no or
limited Internet research capabilities.

     o FieldSource. Through FieldSource, we expand the market for our services
       by providing marketing research and consulting companies with access to
       our online panels and our Web Research Engine. FieldSource enables these
       companies to buy market data collection services from a recognized source
       rather than building their own Internet-based marketing research
       capabilities. Many FieldSource clients are well-established marketing
       research companies that have developed long-standing customer
       relationships by providing expertise for a particular industry or highly
       specialized research. Through FieldSource, we can serve as a supplier to
       these marketing researchers rather than competing with them by building
       industry-specific expertise in-house at considerable cost.

                                       41
Syndicated Research

     We conduct research and create syndicated reports that we sell to multiple
clients on an off-the-shelf basis. These reports are of general interest to our
clients and enable them to find information without the expense of a custom
research study. We offer two types of syndicated information products: Digital
Consumer studies and NetReach vertical market studies. Digital Consumer studies
can be purchased online through our Digital Consumer store.

     Digital Consumer Studies. We have designed our Digital Consumer studies to
provide our clients with market intelligence about Internet commerce, consumer
use of the Internet and other topical issues. We select our research topics
based on market demand and our core competencies: in-depth knowledge of the
Internet and its impact upon consumers and the ability to access and research
hard-to-reach groups. This syndicated research is conducted among samples
derived from our panels. Once conducted and analyzed, the reports are made
generally available for purchase.

     To date, we have produced the following studies:
NAME                                                   TOPIC
--------------------------  ---------------------------------------------------------------------------------
Brides Decide               Annual study of the purchasing decisions made by future brides
Dollars and $ense           Study about how consumers are using the Internet to fulfill their financial needs
e-Merging Music             Semiannual study of online music shoppers, with a supplement analyzing popular
                            music websites
Executives in Motion        Semiannual study of the products and services executives are using while on
                            business trips
Eye on Apparel              Semiannual study of online clothing shoppers, including an analysis of the top
                            clothing websites
Home for the Holidays       Annual study of online shopping and purchasing intentions for the holiday season
Lowdown on the Countdown    Study about Internet consumers' perspectives on the new millennium, including Y2K
                            fears and preparations
NetStyles                   Semiannual study of how Internet usage is changing family life, including
                            Internet usage in the U.S., Asia/Pacific, Australia, Canada, the United Kingdom
                            and other European countries
Ordering Groceries Online   Semiannual study about consumer reactions to online shopping
Picture Perfect             Study to understand the picture-taking habits of mothers and to examine the
                            growth and/or crossover to digital and Web-based photo activities
Shopping Index              Quarterly study of what Americans are buying and doing on the Internet
Surfing Seniors             Semiannual study of how the 55+ age group is using the Internet
Toy Purchasing Study        Study that examines the toy shopping and purchasing behaviors of mothers with
                            small children using our Moms & Babies panel
Website Evaluation          Study of opinions toward leading websites aimed at mothers
What Are the Odds?          Study profiling online and offline gamblers
--------------------------------------------------------------------------------

     NetReach Vertical Market Studies. NetReach vertical market studies include
surveys conducted among our NetReach vertical market panels of hard-to-research
groups. Each vertical market study is designed to provide trends and in-depth
information about purchasing, media usage, lifestyle, brand and/or product
preferences about a particular NetReach vertical market. For our current
vertical market studies, we have entered into strategic relationships where we
combine our expertise with the experience of firms that help us gain access to
hard-to-research groups, maximize our understanding of these groups, establish
credibility through the use of their brand name and help us market these
studies. The studies are conducted and reported

                                       42
on an ongoing basis. Clients can purchase our NetReach vertical market studies
individually or on a subscription basis. Our ongoing NetReach vertical market
studies currently include the Pulsefinder On-Campus Market Study and the Lesbian
& Gay Market Study.

     Digital Consumer Store. As an added convenience to our clients, we offer
our Digital Consumer branded studies for immediate purchase at the Digital
Consumer store on our website. Our Digital Consumer store allows us to deliver
our products to a broader audience. We intend to increase the number of research
products available for sale online.

  Self-Directed Research

     We believe the Internet affords new opportunities for easy-to-use,
cost-effective online research. The time and cost involved in executing
marketing research offline historically has meant that many small to mid-sized
companies could not afford research. We have developed Internet survey tools
that reduce the time and cost of marketing research, making research more
accessible to anyone who needs to gather information. We offer products and
services at various price points to address a wide range of needs. Combining our
knowledge and marketing research expertise with our understanding of the
Internet environment and technologies, we believe we offer superior
self-directed online research tools. We intend to continue to develop and refine
our self-directed products and services.

     QuickTake.com. In February 2000, we launched QuickTake.com, our 100%
Web-based self-directed research offering. At www.quicktake.com, users can
quickly and easily open an account, design a questionnaire of up to ten
questions and obtain access to broad or highly targeted audiences. QuickTake.com
allows users to rapidly design surveys or put together questions using templates
of commonly used research question formats. QuickTake.com offers options for
surveying between 50 and 500 people who meet specific demographic, geographic,
lifestyle or usage criteria in over 40 predefined categories. When a survey is
launched, real-time results are automatically compiled and can be viewed online
from a user's account. We believe QuickTake.com is especially useful for clients
who either cannot afford custom marketing research services, want only quick
feedback without the analysis our researchers provide or who require input
before making an investment in a larger custom marketing research project.

STRATEGIC BUSINESS RELATIONSHIPS

     We establish business relationships, both formal and informal, with
companies that we believe complement our business objectives in the following
areas:

     o Building and enhancing our online research panels;

     o Developing new products and services;

     o Strengthening and using our technological expertise; and

     o Increasing our brand awareness.

     Of the strategic business relationships that we have entered into, we
believe the following three relationships best meet the above criteria and
provide us with a competitive advantage.

     Forrester Research. We are a preferred provider of online marketing
research services for Forrester, a leading information technology research firm.
Through this relationship, we have the right to use Forrester's
Technographics(R) scale to classify our panelists, which enables us to target
people based on their attitudes toward technology. We believe that our
relationship with Forrester has enhanced our panels and targeting capabilities
as well as our overall market exposure.

     Flackett Stevens and Associates Ltd. Flackett Stevens and Associates Ltd.
is an international marketing research company that has developed a research
program for tracking the sale of baby products in Europe. We have an exclusive
agreement with Flackett Stevens to develop and market this program in the U.S.
We believe this relationship provides us with international exposure as well as
expands our existing syndicated services.

     YouthStream Media Networks, Inc. Through our relationship with YouthStream,
a media company, we have built a panel of over 30,000 college students and have
jointly developed an ongoing tracking study of this market. The agreement with
YouthStream provides us with the exclusive right to access this panel and all
marketing research derived from this panel. This relationship has helped us to
gain access to a market demographic that has traditionally been difficult to
research and to develop new products and services.

                                       43
CLIENT DEVELOPMENT, MARKETING AND PUBLIC RELATIONS

  Client Development

     We have made a substantial investment in our client development
professionals to better serve our clients and service additional markets. Our
sales strategies are based on a consulting model in which we learn about our
clients' business needs so that we can help them purchase appropriate marketing
research. We believe this kind of selling is best accomplished by people with
professional training in marketing research methodologies and years of sales
experience. Trained professionals fully understand the client's business and how
specific marketing issues can be addressed by research. In addition, client
projects are often confidential and complex, requiring the establishment of a
relationship of trust with our clients. We recruit and maintain salespeople
experienced in marketing research. As of March 13, 2000, we employ 16 sales
professionals with an average of 17 years of marketing research experience. To
serve our clients locally, we have established an office in San Francisco,
California, and have client development representatives located in Redmond,
Washington; St. Louis, Missouri; and Chicago, Illinois.

  Marketing

     Our marketing activities are directed by an internal marketing department
and through the use of outside consultants. We employ an integrated marketing
approach to reinforce our brand and promote our products and services. This
marketing approach is comprised of:

     o Websites. We use our websites to build brand awareness and communicate
       with our clients, potential clients and panelists. Our advertising and
       marketing efforts direct clients and potential clients to our corporate
       website, www.greenfield.com. We use this website to introduce potential
       clients to our company. Our panel recruiting and survey website,
       www.greenfieldonline.com, helps us to build our various online panels,
       conduct surveys and create an atmosphere of community for participants.
       Our self-directed survey website, www.quicktake.com, markets, sells and
       executes our QuickTake services.

     o Advertising and Promotion. We build brand recognition and generate client
       leads in separate advertising campaigns for Greenfield Online and for
       QuickTake. We advertise in a variety of national print media, including
       magazines and newspapers, as well as trade journals and other industry
       publications. We also regularly mail promotional and survey materials to
       our clients and potential clients. In addition, we present at a number of
       trade shows and conferences. In September 1999, we hosted our Information
       Edge conference in San Diego, California. Planned as an annual event, the
       conference brings together senior marketing executives to network, share
       ideas and interact with industry leaders.

  Public Relations

     Through our internal public relations department and the use of two public
relations agencies, we have a vigorous, ongoing campaign of press releases.
These releases provide free research information of general or industry-specific
interest. Our research results have been featured in The Wall Street Journal,
USA Today, The New York Times, Business Week, NBC Nightly News and other major
media outlets.

TECHNOLOGY AND INFRASTRUCTURE

     Since 1994, we have spent and will continue to spend significant financial
and management resources to develop and build our robust, scalable user
interface and transaction processing system for conducting online marketing
research. Our system is based on internally developed proprietary software. Our
system has been designed around industry-standard architectures and has been
designed to reduce downtime in the event of outages or catastrophic occurrences.
Our technology infrastructure provides 24-hour-a-day, seven-day-a-week
availability. Our primary Web-survey and panel-management systems are hosted by
UUNET under a colocation service agreement which provides for redundant power
supply and communications systems. To maintain reliability and allow offline
survey development and analysis of panel and survey data, we are in the process
of replicating the functionality of the UUNET system at our Wilton, Connecticut
facility. Our Wilton facility is equipped with our own uninterruptible power
supply, heating, ventilation and fire suppression systems. Data is backed up on
a daily basis at both the UUNET and Wilton locations, and we routinely remove
backed-up data from our primary storage facilities.

     Regular capacity planning allows us to quickly upgrade existing hardware
and integrate new hardware to react quickly to a rapidly expanding member base
and increased traffic to our websites. Our in-house

                                       44
technology group designs our system architecture and supervises its development
and deployment. We license commercially available technology when appropriate in
lieu of dedicating our own human or financial resources.

     We employ several layers of security to protect data transmission and
prevent unauthorized access. Strict password management and physical security
measures are followed. Computer emergency response team alerts are read and,
where appropriate, recommended action is taken to address security risks and
vulnerabilities. From time to time, we use the services of third-party computer
security experts. We rely on encryption and authentication technology licensed
from third parties to provide the security and authentication technology to
effect secure transmission of confidential information, including customer
credit card numbers. Advances in computer capabilities, new discoveries in the
field of cryptography or other developments may result in a compromise of the
technology used by us to protect customer transaction data. Any such compromise
of our security could harm our reputation and, therefore, our business. In
addition, a party who is able to circumvent our security measures could
misappropriate proprietary information or cause interruptions in our operations.

OUR CLIENTS

     Our client base has grown to a diversified group of over 350 clients from a
variety of industries. No one client accounted for 10% of our total revenues in
1999. Since January 1, 1998, at least 32 clients have purchased in excess of
$75,000 for online marketing research services from us, as listed below:

CONSUMER PACKAGED GOODS     TECHNOLOGY/INTERNET          ADVERTISING AGENCIES
-----------------------     -------------------          --------------------

CONSUMER SERVICES           HEALTHCARE/PHARMACEUTICALS   RESEARCH AND CONSULTING
-----------------           --------------------------   -----------------------

COMPETITION

     The marketing research industry is highly competitive and, while the
industry has existed for many years, the Internet-based marketing research
industry is new and rapidly evolving. We currently compete against other
marketing research companies and technology companies that have developed tools
for conducting marketing research. The primary competitive factors in our
industry include the quality and timeliness of research, the prices of products
and services and position in the marketplace. We believe we distinguish
ourselves from our competitors through a combination of our technology, superior
online panels and experienced marketing researchers.

     We expect competition to intensify as existing offline marketing research
firms recognize the significance of the Internet and as other companies already
engaged in Internet-based services recognize the potential revenue to be derived
from online marketing research. Our current competitors include:
OFFLINE MARKETING                         ONLINE MARKETING                      ONLINE RESEARCH
              RESEARCH                                 RESEARCH                           TOOL PROVIDERS
------------------------------------  ------------------------------------------  ------------------------------
o Market Facts, Inc.                o Decision Analysts                         o InsightExpress L.L.C.
  o Millward Brown                    o Digital Marketing Services, Inc.          o MarketTools, Inc.
  o NFO Worldwide, Inc.               o Harris Interactive Inc.
  o The NPD Group, Inc.               o Millward Brown Interactive
                                      o NFO Interactive
                                      o The NPD Group Online Division
45
OUR INTELLECTUAL PROPERTY

     We regard our copyrights, service marks, trademarks, trade dress, trade
secrets, proprietary technology and similar intellectual property as critical to
our success and rely on patent, trademark and copyright law, trade secret
protection, confidentiality and assignment of invention agreements and/or
license agreements with employees, customers, independent contractors, partners
and others to protect our proprietary rights. We strategically pursue the
registration of our trademarks and service marks in the U.S. and have applied
for and obtained registrations in the U.S. for some of our trademarks and
service marks, including Research Revolution, NetReach and FieldSource.
Greenfield Consulting Group, owns the names Greenfield and Greenfield Online,
holds a U.S. registration for the Greenfield mark and has applied for
registration of the Greenfield Online mark. We maintain an exclusive,
royalty-free license to the name Greenfield Online for Internet-based marketing
research and a license to use the Greenfield name as part of one of our
corporate domain names, www.greenfield.com. Greenfield Consulting Group does not
have effective trademark registration of the name outside the U.S. Effective
trademark, service mark, copyright and trade secret protection may not be
available in every country in which our products and services are made available
online.

     In August 1999, we were sued by Harris Interactive seeking, among other
things, to cancel our registration of the mark, Research Revolution. If this
claim were to be successful, or if we are otherwise prevented from using any of
our trademarks, our brand recognition and business may suffer. As a result, we
would have to make substantial expenditures to promote and rebuild our brand
identity and loyalty with our clients and members of our Internet panels.

EMPLOYEES

     As of March 13, 2000, we employed a total of 123 people. None of our
employees is represented by a collective bargaining agreement. We have not
experienced any work stoppages and consider our relationship with our employees
to be good.

FACILITIES

     The following table describes our facilities:
APPROXIMATE
                LOCATION                     SQUARE FOOTAGE             USE                  TERM OF LEASE
----------------------------------------  --------------------   -----------------   -----------------------------
15 River Road                             20,085 square feet     General office      October 20, 1999-
Wilton, CT                                                                           November 14, 2000
15 River Road                             30,203 square feet     General office      November 15, 2000, as
Wilton, CT                                in a building yet to                       adjusted - nine years from
                                          be constructed                             the commencement date
15 River Road                             3,083 square feet      Data center         October 20, 1999-
Wilton, CT                                                                           November 15, 2009, as
                                                                                     adjusted nine years from the
                                                                                     commencement date of the
                                                                                     30,500 square foot general
                                                                                     office lease
116 New Montgomery Street                 3,583 square feet      General office      January 9, 1998-
San Francisco, CA                                                                    December 1, 2004
We lease approximately 23,168 square feet for our corporate headquarters
and data center in Wilton, Connecticut. We will occupy this space while our
future corporate headquarters and principal operational facilites are under
construction. The landlord of our future headquarters has projected that the
building improvements for the general office space will be delivered to us on or
before August 15, 2000. We intend to complete our tenant improvements and occupy
the new facility before November 15, 2000, when the nine-year lease is scheduled
to begin.

     Effective December 1, 1999, we amended our lease for office space at 116
New Montgomery Street, San Francisco, California. The amendment increased our
space from 803 to 3,583 rentable square feet. The lease provides that the
landlord will make another 1,811 rentable square feet available to us so that we
may relocate to contiguous space on or before October 31, 2000. If the landlord
fails to make this space available, we have the option to terminate the lease.

                                       46
We lease all of our facilities and believe our current facilities are
adequate to meet our needs for the foreseeable future. We believe additional or
alternative facilities can be leased to meet our future needs on commercially
reasonable terms.

LEGAL PROCEEDINGS

     From time to time, we may become involved in litigation relating to claims
arising from our ordinary course of business. Except as discussed below, we
believe that there are no claims or actions pending or threatened, the ultimate
disposition of which would have a material adverse effect on us.

     On August 6, 1999, Harris Interactive Inc. filed a complaint against us in
the U.S. District Court for the Western District of New York. This complaint,
which was amended on September 23, 1999, seeks to have the registration of our
trademark Research Revolution cancelled and also seeks the following relief:

     o A declaratory judgment that Harris Interactive is not infringing our
       registered Research Revolution trademark (U.S. registration
       no. 2,267,753);

     o Unspecified monetary damages for alleged defamation and disparagment in
       connection with remarks made by one of our senior officers and
       third-party communications by our employees concerning Harris
       Interactive's business practices;

     o Unspecified monetary damages for our alleged intentional interference
       with Harris Interactive's contractual relationships with its customers in
       connection with third-party communications by our employees concerning
       Harris Interactive's business practices; and

     o Unspecified monetary damages for our alleged unfair competition by
       stating on our website that we have the world's largest Internet-based
       marketing research panel.

     In November 1999, we delivered a draft answer to the amended complaint to
Harris Interactive, denying all claims asserted in the amended complaint. No
date has been set for trial. We believe these claims are without merit, and we
intend to vigorously defend this lawsuit.

     Although resolution of these claims could cause us to expend significant
financial and managerial resources, which could adversely affect our business
operations, in our opinion, resolution of these matters will not have a material
effect on our financial position, results of operations or cash flows.

                                       47
MANAGEMENT

DIRECTORS AND EXECUTIVE OFFICERS

     The names, ages and positions of our executive officers and directors as of
March 13, 2000, are:
NAME                                            AGE   POSITION
----------------------------------------------  ---   ----------------------------------------------
Rudy Nadilo(1)................................  46    Chairman of the Board, President and Chief
                                                        Executive Officer
Robert E. Bies................................  41    Chief Financial Officer and Treasurer
Jonathan A. Flatow............................  38    Vice President, Secretary and General Counsel
Stephen J. Cook...............................  53    Senior Vice President, Client Development
Susan Rosovsky................................  37    Senior Vice President, Research Operations
Leigh-Brindeland Bell.........................  37    Senior Vice President, Business Development
Alastair Bruce................................  37    Vice President, Client Development
Hugh Davis....................................  27    Vice President, Cool Technology
Jon G. Rubin..................................  42    Vice President, Marketing
Jeffrey Horing(2).............................  35    Director
Peter Sobiloff(3).............................  43    Director
Joel R. Mesznik(2)(3).........................  54    Director
Burton J. Manning(2)(3).......................  68    Director
------------------

(1) Non-voting, ex-officio member of the Compensation Committee
(2) Member of the Audit Committee
(3) Member of the Compensation Committee

     Rudy Nadilo has served as our Chairman since August 1999 and as President
and Chief Executive Officer since September 1997. Mr. Nadilo was with
Information Resources, Inc., a marketing research company, serving as Senior
Vice President of Information Resources' first marketing department between 1993
and 1997 and as Vice President of Product Management and Business Development
between 1991 and 1993. Mr. Nadilo holds a B.F.A. from Emerson College and an
M.A. from Northwestern University.

     Robert E. Bies has served as our Chief Financial Officer since October 1999
and has been Treasurer since December 1999. Mr. Bies was with The Janis Group,
Inc., a solutions integration company, serving as Chief Financial Officer,
Secretary and Treasurer between 1997 and 1999 and as an independent Financial
Consultant from July 1996 to February 1997. He served in a variety of roles
while at Bionaire, Inc., an environmental air products company, between 1990 and
June 1996, including Senior Vice President and General Manager of U.S.
Operations. Mr. Bies holds a B.S. summa cum laude from Long Island University
and an M.B.A. with distinction from Hofstra University. Mr. Bies is a certified
public accountant licensed in New York.

     Jonathan A. Flatow has served as our Secretary since July 1999 and as Vice
President and General Counsel since March 1, 2000. Mr. Flatow was a Partner in
the law firm of Wake, See, Dimes & Bryniczka, which he joined in 1986 as an
Associate. Mr. Flatow holds a B.A. from Franklin & Marshall College and J.D.
from Pace University School of Law.

     Stephen J. Cook has served as our Senior Vice President, Client Development
since January 1998 and served as our Senior Vice President and Director,
Quantitative Research between 1996 and 1998. Between 1994 and 1996, Mr. Cook was
the principal of Prescription for Research, Inc., a private marketing research
company. Mr. Cook holds a B.S. from Long Island University.

                                       48
Susan Rosovsky has served as our Senior Vice President, Research Operations
since January 2000 and served as our Vice President, Client Services between
1998 and 2000 and our Director, Client Services in 1998. Between 1997 and 1998,
Ms. Rosovsky was Vice President and Group Head for Custom Research at Macro
International, a marketing research company. Ms. Rosovsky was Director,
Analytical Services for The NPD Group, a marketing research company, between
1992 and 1997. Ms. Rosovsky holds an A.A.S. from The Fashion Institute of
Technology in New York City and a B.S. from St. John's University.

     Leigh-Brindeland Bell has served as our Senior Vice President, Business
Development since January 2000 and served as our Vice President, Business
Development between 1997 and 2000. Between 1993 and 1997, Ms. Bell was employed
with Information Resources, Inc., serving first as Account Executive and then as
Director of Marketing. Ms. Bell holds an A.S. from the Art and Fashion Institute
and a B.S. from the University of San Francisco.

     Alastair Bruce has served as our Vice President, Client Development since
1998. Between 1995 and 1998, he served as U.S. Marketing Director-International
of NFO Worldwide, a marketing research company. He also served as Marketing
Manager of NFO between 1989 and 1995. Mr. Bruce holds a B.A. with honors from
Brooks College, Oxford University, England.

     Hugh Davis is a founder of Greenfield Online. He joined Greenfield
Consulting Group in September 1992. In October 1994, he became Director of
Online Research for Greenfield Online. In November 1998, he was promoted to Vice
President, Cool Technology, which is his current position. Mr. Davis holds a
B.S. from Fairfield University.

     Jon G. Rubin has served as our Vice President, Marketing since January
2000. Between 1997 and 2000, Mr. Rubin served as the Senior Vice President of
Strategic Planning of News America Marketing, a division of News Corporation, an
international media company. He was employed by Actmedia, Inc., an in-store
retail advertising and promotion company, serving as Vice President of New
Ventures between 1996 and 1997 and Vice President of Marketing between 1992 and
1996. Mr. Rubin holds his B.S. from the University of Tulsa and an M.B.A. from
The Darden School, University of Virginia.

     Jeffrey Horing has served as a member of our board of directors since May
1999. From its founding in 1995 to the present, Mr. Horing has served as a
Partner of InSight Capital Partners, a venture capital firm. From 1990 to 1994,
Mr. Horing served as a Technology Analyst at E.M. Warburg, Pincus, an investment
banking firm. Mr. Horing is also a director of Exchange Applications, Inc. He
holds a B.S.E. and B.S. from the University of Pennsylvania's Moore School of
Engineering and The Wharton School of Business and an M.B.A. from the M.I.T.
Sloan School of Management.

     Peter Sobiloff has served as a member of our board of directors since May
1999. Mr. Sobiloff has been a General Partner of InSight Capital Partners, a
venture capital company, since 1998. Mr. Sobiloff served as Senior Executive at
i2 Technologies, a software company, from 1997 to 1998. From 1995 to 1997,
Mr. Sobiloff served as President of Think Systems, Inc., a software company that
was acquired by i2 Technologies He holds a B.A. from Baruch College.

     Joel R. Mesznik has served as a member of our board of directors since May
1999. He has been President of Mesco Ltd., a consulting company, since 1990. He
is also a director of TRM Corporation and Resource Asset Investment Trust.
Mr. Mesznik holds a B.S. from the City University of New York and an M.B.A. from
Columbia University Graduate School of Business.

     Burton J. Manning has served as a member of our board of directors since
May 1999. From March 1998 to the present, he has also served as President of
Brookbound, Inc., a consulting company. Mr. Manning was with J. Walter Thompson
Co. Worldwide, an advertising firm, serving as Chairman of the board of
directors from January 1997 to December 1997 and as Chairman and Chief Executive
Officer between 1987 and 1996. Mr. Manning also serves on the board of directors
of International Specialty Products, Inc.

                                       49
CLASSIFIED BOARD

     Our restated certificate of incorporation provides for a classified board
of directors of six members consisting of three classes of directors, each
serving staggered three-year terms. As a result, a portion of our board of
directors will be elected each year. To implement the classified structure,
prior to the completion of this offering, two of the nominees to the board will
be elected to one-year terms, two will be elected to two-year terms and two will
be elected to three-year terms. After this offering, directors will be elected
for three-year terms. Peter Sobiloff and Burton J. Manning have been designated
Class I directors whose terms expire at the 2001 annual meeting of stockholders.
Joel R. Mesznik and                     have been designated Class II directors
whose terms expire at the 2002 annual meeting of stockholders. Rudy Nadilo and
Jeffrey Horing have been designated Class III directors whose terms expire at
the 2003 annual meeting of stockholders. See "Description of Capital
Stock--Delaware Antitakeover Law and Certain Charter and Bylaw Provisions."

     Executive officers are appointed by the board of directors on an annual
basis and serve until their successors have been duly elected and qualified.
There are no family relationships among any of our directors.

BOARD COMMITTEES

     Our board of directors has established an audit committee and a
compensation committee.

     According to its formal charter, adopted in accordance with the rules of
the National Association of Securities Dealers, our audit committee reviews our
internal accounting procedures, engages our independent accountants and consults
and reviews the services provided by our independent accountants. The audit
committee currently consists of Messrs. Horing, Manning and Mesznik.

     The compensation committee reviews and recommends to the board compensation
and benefits for all of our executive officers and establishes and reviews
general policies relating to compensation and benefits of our employees. The
compensation committee currently consists of Messrs. Mesznik, Sobiloff and
Manning, with Mr. Nadilo serving as a non-voting ex-officio member. Mr. Nadilo
participates in all decisions regarding salaries and incentive compensation for
all employees and consultants, except that he is excluded from discussions
regarding his own salary and incentive compensation.

     None of Messrs. Horing, Manning or Sobiloff has been an officer or employee
of our company. Mr. Mesznik has been engaged as an independent consultant by us
to provide financial and managerial consulting services since May 1999.

BOARD COMPENSATION

     Our employee directors receive no compensation for service on our board of
directors. Prior to February 2000, each nonemployee director, other than
Mr. Manning, was granted options to purchase 750 shares of our common stock, at
the option price established by our board at the time of issuance, for each
board meeting attended. The exercise price per share for these options equaled
the fair market value of the common stock on the date of grant as determined in
good faith by our board of directors. On May 17, 1999, Mr. Manning was granted
options to purchase 92,000 shares of our common stock at an exercise price of
$0.305 per share for his service on our board. In March 2000, we replaced our
prior nonemployee director stock option program by adopting our 2000 Directors
Stock Option Plan. This plan provides for a nondiscretionary initial grant of
20,000 stock options and a nondiscretionary grant of 4,000 stock options to each
member of our board at each annual board meeting if the member is a member of
the board on the date of the meeting and has served continuously as a member of
the board since the date of the member's initial grant. If the member was
ineligible to receive an initial grant, then the member must serve continuously
as a member of the board since the effective date of this offering. The stock
options granted as director compensation under the 2000 Directors Stock Option
Plan are granted at fair market value and vest 50% immediately upon issuance of
the grant and 25% on each anniversary of the grant if the director is still
serving on our board.

                                       50
Each nonemployee director is entitled to be reimbursed the reasonable costs
and expenses incurred in attending board meetings. We do not currently provide
additional cash compensation for committee participation or special assignments
of the board of directors.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

     The members of our compensation committee are Messrs. Mesznik, Sobiloff and
Manning. Prior to establishing the compensation committee, the board of
directors as a whole performed the functions delegated to the compensation
committee. No member of the board of directors or the compensation committee
serves as a member of the board of directors or compensation committee of any
entity that has one or more executive officers serving as a member of our board
of directors or compensation committee.

EXECUTIVE COMPENSATION

     The following table sets forth the total compensation we paid to our Chief
Executive Officer and our next most highly compensated executive officers, whose
total compensation exceeded $100,000 for 1999.

                           SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION        LONG-TERM
                                                                        ---------------------------    COMPENSATION
                                                                                        BONUS            AWARDS
                                                                                      AND OTHER        SECURITIES
                                                                                       ANNUAL          UNDERLYING
                                                             FISCAL                 COMPENSATION        OPTIONS
               NAME AND PRINCIPAL POSITION                    YEAR       SALARY          ($)              (#)
----------------------------------------------------------   -------    --------    ---------------    ------------
Rudy Nadilo
  Chairman, President and Chief Executive Officer.........      1999    $248,882      $ 2,400,000(1)      887,150
Robert E. Bies
  Chief Financial Officer and Treasurer...................      1999(2)   30,288           15,000         206,000
Stephen J. Cook
  Senior Vice President, Client Development...............      1999     123,077          268,944(1)      194,950
Susan Rosovsky
  Senior Vice President, Research Operations..............      1999      90,712           74,650         204,950
Leigh-Brindeland Bell
  Senior Vice President, Business Development.............      1999     102,154           78,000         204,950
Alastair Bruce
  Vice President, Client Development......................      1999      94,315           74,465         190,950
------------------
(1) Amounts include $2.25 million and $125,000 received by Mr. Nadilo and
    Mr. Cook, respectively, related to bonuses paid for successful consummation
    of our management buyout on May 17, 1999.

(2) Mr. Bies began his employment with us in October 1999 at an annual salary of
    $175,000.

                                       51
OPTION GRANTS DURING FISCAL YEAR 1999

     The following table sets forth information concerning grants of stock
options to each of the named executive officers above during 1999.
POTENTIAL REALIZABLE
                                                                                              VALUE AT ASSUMED ANNUAL
                                                                                              STOCK APPRECIATION RATE
                                       NUMBER OF     PERCENT                                   FOR INDIVIDUAL GRANTS
                                       SECURITIES    OF TOTAL      EXERCISE                        OPTION TERM($)
                                       UNDERLYING    OPTIONS       PRICE PER    EXPIRATION    ------------------------
                NAME                   OPTIONS(#)    GRANTED(%)    SHARE($)       DATE            5%           10%
------------------------------------   ----------    ----------    ---------    ----------    ----------    ----------
Rudy Nadilo.........................     687,150        18.06%       $0.31       08/06/09     $2,075,942    $3,431,767
                                         200,000         5.26         0.87       12/06/09      3,253,194     5,283,234
Robert E. Bies......................     206,000         5.42         0.51       11/06/09      1,884,765     3,063,404
Stephen J. Cook.....................     184,950         4.86         0.31       08/06/09        558,751       923,678
                                          10,000          .26         0.87       12/06/09        162,660       264,162
Susan Rosovsky......................     184,950         4.86         0.31       08/06/09        558,751       923,678
                                          20,000          .53         0.87       12/06/09        325,319       528,323
Leigh-Brindeland Bell...............     184,950         4.86         0.31       08/06/09        558,751       923,678
                                          20,000          .53         0.87       12/06/09        325,319       528,323
Alastair Bruce......................     184,950         4.86         0.31       08/06/09        558,751       923,678
                                           6,000          .16         0.87       12/06/09         97,596       158,497
All options granted to these executive officers in the last fiscal year
were granted under the 1999 Stock Option Plan. Grants issued to these executive
officers prior to March 2000 were issued under the original form of
Non-Qualified Stock Option Agreement. Our board of directors approved an
amendment to our 1999 Stock Option Plan on March 3, 2000, which was approved by
a majority of our shareholders on March 6, 2000. Options issued subsequent to
this amendment were and will be issued under the revised option form. For
options issued to officers and employees, one-quarter of the shares vest and
becomes exercisable on the first anniversary of the date of grant, and an
additional one-eighth of the shares vest each six months after the first
anniversary. All individuals granted options under the 1999 Stock Option Plan
are required to agree to the terms of our shareholders' agreement originally
dated May 17, 1999. That agreement provides that if an employee or officer of
Greenfield Online is terminated, we may, but are not required to, repurchase his
or her shares. All options were granted at fair market value as determined in
good faith by our board of directors on date of grant. We have never granted
stock appreciation rights.

     The potential realizable value shown in the table above represents
hypothetical gains that could be achieved for the options if exercised at the
end of the option term and assuming that the fair market value of the common
stock on the date of grant appreciates at 5% and 10% over the ten-year option
term and that the option is exercised and sold on the last day of its option
term for the appreciated stock price. The assumed 5% and 10% rates of stock
price appreciation are provided in accordance with rules of the Securities and
Exchange Commission and do not represent our estimate or projection of our
future common stock price. Actual gains, if any, on stock option exercises will
depend on the future performance of our common stock. As of March 13, 2000, we
granted options to acquire up to an aggregate of 4,207,350 shares of our common
stock to our employees and directors, all under the 1999 Stock Option Plan and
all at an exercise price equal to the fair market value of our common stock on
the date of the grant as determined in good faith by our board of directors.

  AGGREGATE OPTION EXERCISES IN FISCAL 1999 AND FISCAL YEAR END OPTION VALUES

     The following table sets forth the number of shares acquired and the value
realized upon the exercise of stock options during fiscal 1999 and the number of
shares of common stock subject to exercisable stock options held as of
December 31, 1999, by the named executive officers. There was no public trading
market for our common stock as of December 31, 1999. Accordingly, these values
of exercisable and unexercisable in-the-money options have been calculated on
the basis of the fair market value of the common stock at

                                       52
December 31, 1999, which was $     per share, as determined by management, less
the applicable exercise price per share, multiplied by the number of shares
underlying such options.
NUMBER OF SECURITIES
                                                            UNDERLYING UNEXERCISED                   VALUE OF UNEXERCISED
                       SHARES                                   OPTIONS AS OF                     IN-THE-MONEY OPTIONS AS OF
                      ACQUIRED ON                             DECEMBER 31, 1999                       DECEMBER 31, 1999
                      EXERCISE         VALUE         ------------------------------------    ------------------------------------
       NAME              (#)         REALIZED ($)    EXERCISABLE (#)    UNEXERCISABLE (#)    EXERCISABLE ($)    UNEXERCISABLE ($)
-------------------   -----------    ------------    ---------------    -----------------    ---------------    -----------------
Rudy Nadilo........      --              --              --                    887,150            --               $
Robert E. Bies.....      --              --              --                    206,000            --
Stephen J. Cook....      --              --              --                    194,950            --
Leigh-Brindeland
  Bell.............      --              --              --                    204,950            --
Susan Rosovsky.....      --              --              --                    204,950            --
Alastair Bruce.....      --              --              --                    190,950            --
The table below sets forth what the value of exercisable and unexercisable
in-the-money options would have been for each named executive officer assuming
that the fair market value of our common stock was $      , which was the
initial public offering price of the shares offered hereby, on the date of the
exercise.
VALUE OF UNEXERCISED
                                                                                          IN-THE-MONEY OPTIONS AT
                                                                                             DECEMBER 31, 1999
                                                                                    ------------------------------------
       NAME                                                                         EXERCISABLE ($)    UNEXERCISABLE ($)
---------------------------------------------------------------------------------   ---------------    -----------------
Rudy Nadilo......................................................................        --                $
Robert E. Bies...................................................................        --
Stephen J. Cook..................................................................        --
Leigh-Brindeland Bell............................................................        --
Susan Rosovsky...................................................................        --
Alastair Bruce...................................................................        --
STOCK PLANS

  1999 Stock Option Plan

     Our 1999 Stock Option Plan was adopted by our board of directors and
shareholders on May 12, 1999, and amended by our board of directors on March 3,
2000 and subsequently approved by our shareholders on March 6, 2000. The plan
allows our employee directors, officers, employees and consultants to acquire
our common stock. The options granted under the plan may be designated as either
"incentive stock options," intending them to be subject to the provisions of
Section 422 of the Internal Revenue Code of 1986, as amended, or "nonqualified
stock options," in the discretion of our board of directors. The number of
options available under the plan, as amended, shall not exceed 6,238,550 shares
of common stock.

     Under the plan, as of March 13, 2000:

     o options to purchase 4,193,350 shares of common stock have been issued,
       net of forfeitures, all of which are nonqualified;

     o options to purchase a total of 1,335,500 shares have been exercised;

     o options to purchase a total of 2,857,850 shares at a weighted average
       exercise price of $1.02 per share remain outstanding; and

     o 2,045,200 shares remain available for future option grants.

     Nonemployee directors are not eligible for option grants under this plan.
To the extent an optionee has the right in any calendar year to exercise for the
first time one or more incentive stock options for shares having an aggregate
fair market value in excess of $100,000, these excess options shall be treated
as nonstatutory stock options.

                                       53
On March 3, 2000, our board of directors also approved the First Amendment
to Non-Qualified Stock Option Agreement between us and each of the following
senior managers: Messrs. Nadilo, Cook, Bies, Bruce, Rubin and Flatow and
Mesdames Rosovsky and Bell with respect to change in control provisions.

     The plan is administered either by our board of directors or a committee
appointed by our board of directors. The administrator determines the terms of
options granted under the plan, including the number of shares subject to the
option, the exercise price, terms and exercisability. The exercise price of all
incentive stock options granted under our plan must be at least equal to the
fair market value of our common stock on the date of grant. The exercise price
of any stock option granted to an optionee who owns stock representing more than
10% of the voting power of our outstanding capital stock must equal at least
110% of the fair market value of the common stock on the date of grant. Payment
of the exercise price may be made in cash, delivery of shares of our common
stock or other consideration determined by the administrator. The administrator
determines the terms of options granted under the plan, which generally are
those contained in the standard form of option adopted by the board of
directors, but which may include additional terms such as reload rights. The
term of a stock option granted under our plan may not exceed ten years, but the
term of incentive stock options may not exceed five years for 10% stockholders.
No option may be transferred by the optionee other than by will or the laws of
descent or distribution. Each option may be exercised during the lifetime of the
optionee, but only by that optionee.

     In the event of any change in control of our company, the plan requires
that each outstanding option be assumed or an equivalent option substituted by
the successor corporation. Further, under the First Amendment to Non-Qualified
Stock Option Agreement, our board granted the senior managers accelerated
vesting benefits in the event of a corporate transaction, as that term is
defined in the First Amendment. A corporate transaction generally includes the
sale, reorganization or merger of our company. All of the options held by a
senior manager will vest and be exercisable for 60 days if, within one year of a
corporate transaction, either of the following occur:

     o the senior manager's employment is terminated by the successor
       corporation without cause, or

     o the senior manager resigns from the successor corporation for good
       reason, as that term is defined in the First Amendment.

     The administrator has the authority to amend or terminate the plan as long
as this action does not adversely affect any outstanding option. Majority
stockholder approval is required for an amendment to increase the number of
shares subject to the plan.

     If not terminated earlier, the plan will terminate in 2009.

  2000 Employee Stock Purchase Plan

     Our 2000 Employee Stock Purchase Plan was adopted by our board of directors
and shareholders on March 3, 2000. A total of 200,000 shares of common stock has
been reserved for issuance under the plan. The plan, which is intended to
qualify under Section 423 of the Internal Revenue Code, generally will be
implemented in a series of offering periods of six-month duration with new
offering periods (other than the first offering period) commencing on each
subsequent January 1 and July 1, with the last day of each period being
designated as a purchase date. The first offering period will commence on the
date that is 90 days after the effective date of this offering and continuing
through December 31, 2000. The plan will be administered by our board of
directors or a committee appointed by our board of directors. Our employees
(including officers and employee directors) or employees of any subsidiary are
eligible to participate if they are employed by us or any subsidiary for at
least 20 hours per week and more than 5 months per year. The plan permits
eligible employees to purchase common stock through payroll deductions, which
may not exceed 10% of an employee's compensation, at a price equal to the lower
of 85% of the fair market value of our common stock at the beginning of the
offering period or the purchase date. Employees may end their participation in
the offering at any time prior to the last business day of the offering period,
and participation ends automatically on termination of employment with us. In
addition, participants may decrease their level of payroll deductions once
during an offering period.

                                       54
Our board of directors may amend or terminate the plan as long as any
outstanding rights to purchase stock thereunder are not adversely affected. If
not terminated earlier, the plan will terminate on June 30, 2006.

  2000 Directors Stock Option Plan

     Our 2000 Directors Stock Option Plan was adopted by our board of directors
and shareholders in March 2000. A total of 150,000 shares of common stock has
been reserved for issuance under the plan, which provides for the grant of
nonstatutory stock options to our nonemployee directors. The plan is designed to
work automatically without administration. The plan becomes effective on the
effectiveness of the registration statement relating to this offering.

     The plan provides that each person who is or becomes a nonemployee director
will be granted a nonstatutory stock option to purchase 20,000 shares of common
stock on the later of the date on which the optionee first becomes a nonemployee
director and the effective date of the plan (the trigger date). On the date of
each annual meeting of our stockholders after the nonemployee director begins to
serve on our board, he or she will be granted an option to purchase 4,000 shares
of common stock if, on that date, he or she has continuously served on our board
of directors since his or her trigger date.

     The plan sets neither a maximum nor a minimum number of shares for which
options may be granted to a nonemployee director but does specify the number of
shares that may be included in any grant and the method of making a grant.
Optionees may not transfer options granted under the plan except by will or the
laws of descent or distribution or under a qualified domestic relations order.
Each option is exercisable, during the lifetime of the optionee, but only by
that optionee or his or her guardian or legal representative, unless otherwise
permitted. All options granted under this plan are exercisable 50% on the first
anniversary of the grant and 25% on each subsequent anniversary of the grant as
long as the nonemployee director continues to serve on our board of directors.
The exercise price of all stock options granted under the plan will be equal to
the fair market value of a share of our common stock on the date of the grant of
the option. Options granted under the plan have a term of ten years.

     In the event of the dissolution or liquidation of our company, a sale of
all or substantially all of our assets, the merger of us with or into another
corporation in which we are not the surviving corporation or any other capital
reorganization in which more than 50% of our voting shares are exchanged, all
options granted under the plan accelerate and become fully exercisable. These
options must be exercised within seven months of the closing of the transaction.

     Our board of directors may amend or terminate the plan as long as any
outstanding rights to purchase stock thereunder are not adversely affected,
absent optionee consent. If not terminated earlier, the plan will terminate in
2010.

EMPLOYMENT AGREEMENTS

     We have entered into employment agreements with each of our named executive
officers. Our agreement with Mr. Nadilo, which we amended and restated in
March 2000, is for a term of four years from the effective date of May 17, 1999,
during which we may only terminate Mr. Nadilo's employment for cause. The
agreement provides for an annual base salary of $250,000 and provides that if we
terminate him without cause, he will receive his base salary, paid in monthly
installments, payable for one year or until he finds other employment during
this one-year period. The employment agreements with our other named executive
officers provide for no fixed term of employment, may be terminated at any time
and provide for base salaries as follows: Mr. Bies ($175,000); Mr. Cook
($125,000); Ms. Rosovsky ($110,000); Ms. Bell ($110,000); and Mr. Bruce
($90,000).

     In addition, each of our agreements with our named executive officers:

     o provides for participation in any performance-based bonus programs that
       we make available to senior management;

                                       55
o prohibits the named executive officer, during his or her employment with
       us and for a period of five years thereafter, from disclosing
       confidential information;

     o requires the named executive officer to transfer to us any inventions he
       or she develops during his or her employment;

     o prohibits the named executive officer from competing with us, disparaging
       us or hiring our employees for one year after termination; and

     o provides for payment of 30 days of base salary if we terminate the named
       executive officer without cause.

     In addition, our agreement with each of Mr. Cook and Mr. Bies contains a
severance provision. If we terminate either Mr. Cook or Mr. Bies without cause,
we will pay their base salary for up to six months from the date of termination
or until they find other employment during this six-month period.

LIMITATION ON LIABILITY AND INDEMNIFICATION

     Our restated certificate of incorporation limits the liability of our
directors to the maximum extent permitted by the Delaware General Corporation
Law. The Delaware General Corporation Law generally provides that the personal
liability of a director for monetary damages for breach of his or her fiduciary
duties as a director may be eliminated, except for:

     o any breach of the director's duty of loyalty to a corporation or its
       stockholders;

     o acts or omissions not in good faith or that involve intentional
       misconduct or a knowing violation of law;

     o unlawful payments of dividends or unlawful stock repurchases, redemptions
       or other distributions; or

     o any transaction from which the director derived an improper personal
       benefit.

     Our restated bylaws provide that we may indemnify our directors and
officers and may indemnify our other employees and agents to the fullest extent
permitted by Delaware law. We believe that indemnification under our restated
bylaws covers at least negligence and gross negligence on the part of
indemnified parties.

     We have obtained directors' and officers' insurance providing
indemnification for our directors, officers and some of our employees for
specified liabilities. We believe that this insurance is necessary to attract
and retain qualified directors and officers.

     At present, there is no pending litigation or proceeding involving any of
our directors, officers, employees or agents where indemnification will be
required or permitted. We are not aware of any threatened litigation or
proceeding that might result in a claim for indemnification.

                                       56
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

MANAGEMENT BUYOUT AND LEVERAGED RECAPITALIZATION TRANSACTION

     On May 17, 1999, our management team and a group of new investors executed
a management buyout of our company in which approximately 97% of our outstanding
common stock was acquired by Greenfield Holdings, a company formed specifically
to execute the management buyout, and other investors. The transaction involved
a series of agreements:

     o Stock Purchase, Sale and Redemption Agreement. Under this agreement,
       Greenfield Holdings purchased securities for a purchase price of
       $8,863,548, which, adjusted for stock splits and reflecting the
       conversion to common, gave them 21,855,150 shares of our common stock.

     o Promissory Note. Under this note, Greenfield Holdings loaned us
       $14,136,452 that we used in part to redeem 94.5% of outstanding stock
       then owned by one of our founders, Andrew Greenfield. This note must be
       paid in full upon completion of this offering.

     o Stock Purchase, Consent and Waiver Agreement. We used a portion of the
       proceeds of the loan granted to us by Greenfield Holdings to loan
       Mr. Nadilo, our Chairman, President and Chief Executive Officer, and
       Mr. Davis, our Vice President, Cool Technology, $425,075 and $75,013,
       respectively, to allow them to purchase Mr. Greenfield's remaining shares
       of common stock. Adjusted for stock splits and reflecting the conversion
       to common, the purchase gave them 1,048,050 and 184,950 shares,
       respectively, of our common stock as of March 3, 2000. We have the right
       to repurchase this stock for its original purchase price from either one
       of Mr. Nadilo or Mr. Davis if his employment terminates for any reason.
       The restrictions on the stock lapse and the stock becomes vested 25% one
       year after the management buyout and 12.5% each six-month period
       thereafter until four years have expired. For Mr. Nadilo, the expiration
       of these restrictions will accelerate on 75% of his stock if we sell the
       stock or all or substantially all of the assets of our company. For
       Mr. Davis, the expiration of these restrictions will accelerate on 50% of
       his stock if we sell the stock or all or substantially all of the assets
       of our company. The stock purchased by Messrs. Nadilo and Davis is
       pledged to us to secure the repayment of their loans.

AGREEMENTS WITH ANDREW GREENFIELD AND AFFILIATED ENTITIES

     We are party to a number of agreements with Andrew Greenfield, a founder of
our company, and with Greenfield Consulting Group, Digital Idea, Inc. and
Strategic Focus, Inc., all entities controlled by Mr. Greenfield. The agreements
are:

     o Forfeiture Agreement. Under this agreement, made as part of our Stock
       Purchase, Sale and Redemption Agreement with Greenfield Holdings when we
       redeemed 94.5% of Mr. Greenfield's stock, he agreed that if Greenfield
       Consulting Group did not refer a minimum of $2,500,000 of online research
       business to us by May 17, 2001, he would be subject to forfeiting up to
       493,200 shares of common stock determined on a sliding scale based on the
       actual business referred.

     o Non-competition Agreement. Under this agreement, made as part of our
       Stock Purchase, Sale and Redemption Agreement with Greenfield Holdings,
       Mr. Greenfield agreed that, until March 17, 2002, he will not be employed
       by, own an interest in, or finance any company that provides quantitative
       or qualitative research over the Internet. Mr. Greenfield was granted the
       individual right to conduct qualitative marketing research over the
       Internet as long as he used our services exclusively, provided our
       services were available on fair and reasonable terms as measured by
       industry custom.

     o Greenfield Consulting Group Agreement. In December 1999, we entered into
       a two-year agreement in which Digital Idea agreed to purchase, at reduced
       rates, qualitative and quantitative market research data from us. Under
       this agreement, we agreed not to enter into any exclusive provider
       arrangement with any other Internet-focused strategic consulting services
       company in the marketing services category.

                                       57
CERTAIN MANAGEMENT INTEREST IN GREENFIELD HOLDINGS

     Two of the members of our management team have investments in Greenfield
Holdings. Mr. Nadilo owns 1.087% and Mr. Davis owns 0.652% of Greenfield
Holdings, which, as of March 14, 2000, held 83.1% of our common stock.

STOCK OPTION GRANT TO DIRECTOR

     On September 17, 1999, as compensation for a speaking engagement, we
granted to Mr. Manning, one of our directors, an option to purchase 10,500
shares of our common stock at $0.51 per share. These options vested immediately
upon issuance.

NOTE AND WARRANT PURCHASE AGREEMENT WITH GREENFIELD HOLDINGS

     On March 3, 2000, we entered into a Note and Warrant Purchase Agreement
with Greenfield Holdings, our largest shareholder. Greenfield Holdings agreed to
loan us up to $5 million for working capital purposes. Interest, which is
payable upon maturity, accrues at a rate of 10% per year. This loan matures on
the earlier of June 30, 2000 or the closing of this offering. As partial
consideration for this loan, we issued a warrant to purchase 139,860 shares of
common stock at an exercise price of $3.575 per share, exercisable for
five years. Effective March 10, 2000, we entered into an amendment to the Note
and Warrant Purchase Agreement, which extended the loan's maturity date to the
earlier of June 30, 2001 or the closing of this offering. As consideration for
the extension of the maturity date, we agreed to issue Greenfield Holdings
additional warrants to purchase our common stock. Should any portion of this
loan remain outstanding as of September 30, 2000, we have agreed to issue
warrants to purchase 34,965 shares of our common stock at an exercise price
equal to its fair market value on that day. If any portion of this loan remains
outstanding on December 31, 2000, March 31, 2000 or June 30, 2001, we have
agreed to issue the same amount of warrants on the same terms on each of these
dates.

                                       58
PRINCIPAL SHAREHOLDERS

     The following table sets forth information about the beneficial ownership
of our common stock as of March 14, 2000, and as adjusted for:

     o each person who we know beneficially owns 5% or more of the common stock;

     o each of our directors;

     o each executive officer named in the summary compensation table; and

     o all of our directors and executive officers as a group.

     Except as otherwise indicated, we believe that the beneficial owners of the
common stock listed below have sole voting power and investment power with
respect to their shares. Beneficial ownership is determined in accordance with
the rules of the Securities and Exchange Commission. In computing the number of
shares beneficially owned by a person and the percentage ownership of that
person, shares of common stock subject to options or warrants held by that
person that are currently exercisable or will become exercisable within 60 days
after May 30, 2000, are deemed outstanding, while these shares are not deemed
outstanding for purposes of computing percent ownership of any other person.
Percent of beneficial ownership is based upon 26,301,988 shares of our common
stock outstanding prior to this offering and            shares of common stock
outstanding after this offering. The shares outstanding prior to this offering
consist of 4,446,838 shares of class A common stock and 21,855,150 shares of
class B common stock. Upon the completion of this offering, both the class A and
class B common stock will be converted into a single class of common stock on a
1-for-1 basis. The address for those individuals for which an address is not
otherwise indicated is Greenfield Online, Inc., 15 River Road, Suite 310,
Wilton, CT 06897.
NUMBER OF SHARES
                                                                    BENEFICIALLY OWNED PRIOR
                                                                               TO
                                                                       AND AFTER OFFERING         PERCENTAGE OWNED
                                                                    ------------------------    --------------------
                        NAME AND ADDRESS                             PRIOR TO       AFTER       PRIOR TO     AFTER
                      OF BENEFICIAL OWNERS                           OFFERING      OFFERING     OFFERING    OFFERING
-----------------------------------------------------------------   ----------    ----------    --------    --------
Greenfield Holdings, LLC ........................................   21,995,010    21,995,010      83.18%           %
  c/o InSight Capital Partners III, L.P.
  527 Madison Avenue, 10th Floor
  New York, NY 10022
InSight Capital Partners III, L.P. ..............................    7,900,606     7,900,606      29.98
  527 Madison Avenue, 10th Floor
  New York, NY 10022(1)
InSight Capital Partners (Cayman) III, LLC ......................    2,401,854     2,401,854       9.13
  c/o InSight Capital Partners III L.P.
  527 Madison Avenue, 10th Floor
  New York, NY 10022(2)
InSight Capital Partners III--Coinvestors, L.P. .................    1,313,101     1,313,101       4.99
  c/o InSight Venture Associates III, LLC
  527 Madison Avenue, 10th Floor
  New York, NY 10022(3)
DBV Investments, L.P. ...........................................    2,868,148     2,868,148      10.90
  c/o MSD Capital, L.P.
  780 Third Avenue, 43rd Floor
  New York, NY 10017(4)
UBS Capital II LLC ..............................................    2,394,117     2,394,117       9.10
  299 Park Avenue
  New York, NY 10171(5)
Imprimis SB, L.P. ...............................................    2,394,117     2,394,117       9.10
  c/o Wexford Management, LLC
  411 West Putnam Avenue Suite 125
  Greenwich, CT 06830(6)
59
NUMBER OF SHARES
                                                                    BENEFICIALLY OWNED PRIOR
                                                                               TO
                                                                       AND AFTER OFFERING         PERCENTAGE OWNED
                                                                    ------------------------    --------------------
                        NAME AND ADDRESS                             PRIOR TO       AFTER       PRIOR TO     AFTER
                      OF BENEFICIAL OWNERS                           OFFERING      OFFERING     OFFERING    OFFERING
-----------------------------------------------------------------   ----------    ----------    --------    --------
Rudy Nadilo(7) ..................................................    1,287,134     1,287,134       4.89%           %
Joel R. Mesznik(8) ..............................................    2,192,783     2,192,783       8.33
Burton J. Manning(9) ............................................      198,178       198,178       *
Jeffrey Horing(10) ..............................................   11,618,561    11,618,561      44.05
Peter Sobiloff(11) ..............................................   11,618,561    11,618,561      44.05
All Directors and Officers as a Group (13 persons)(12)...........   15,628,014    15,628,014      59.23
------------------
* Represents less than one percent.
(1)  Represents InSight Capital Partners III, L.P.'s ownership of 35.92% of
     Greenfield Holdings, LLC, membership units.
(2)  Represents InSight Capital Partners (Cayman) III, LLC's ownership of 10.92%
     of Greenfield Holdings, LLC membership units.
(3)  Represents InSight Capital Partners III, Coinvestors, L.P.'s ownership of
     5.97% of Greenfield Holdings, LLC membership units.
(4)  Represents DBV Investments, L.P. c/o MSD Capital, L.P.'s ownership of
     13.04% of Greenfield Holdings, LLC membership units.
(5)  Represents UBS Capital II LLC's ownership of 10.87% of Greenfield Holdings,
     LLC membership units.
(6)  Represents Imprimis SB, L.P.'s ownership of 10.87% of Greenfield Holdings,
     LLC membership units.
(7)  Includes stock and warrants currently exercisable represented by
     Mr. Nadilo's ownership of 1.087% of Greenfield Holdings, LLC. Includes
     262,012 shares, with respect to which Mr. Nadilo disclaims beneficial
     ownership, held by the Irrevocable Trust for Descendants of Rudy Nadilo u/a
     dated January 26, 2000.
(8)  Includes stock and warrants currently exercisable represented by
     Mr. Mesznik's ownership of 4.348% of Greenfield Holdings, LLC membership
     units held by GOL, L.L.C., an entity managed by Mr. Mesznik. Includes
     118,000 shares, with respect to which Mr. Mesznik disclaims beneficial
     ownership, held by the Joel R. Mesznik 1999 Descendants' Trust.
(9)  Includes stock and warrants currently exercisable represented by
     Mr. Manning's ownership of 0.435% of Greenfield Holdings, LLC.
(10) 11,615,561 of these shares represent ownership of stock and warrants
     currently exercisable attributable to entities associated with InSight
     Capital Partners III, L.P., InSight Capital Partners (Cayman) III, LLC and
     InSight Capital Partners III, Coinvestors, L.P. through their respective
     ownership of Greenfield Holdings LLC. Mr. Horing disclaims beneficial
     ownership of the shares held by these entities, except to the extent of his
     ownership arising from his principal interest in InSight Venture Associates
     III, LLC, the general partner of each of InSight Capital Partners III,
     L.P., InSight Capital Partners (Cayman) III, LLC, and InSight Capital
     Partners III, Coinvestors, L.P. and his limited partnership interest in
     InSight Capital Partners III, L.P.
(11) 11,615,561 of these shares represent ownership of stock and warrants
     currently exercisable attributable to entities associated with InSight
     Capital Partners III, L.P., InSight Capital Partners (Cayman) III, LLC and
     InSight Capital Partners III, Coinvestors, L.P. through ownership of
     Greenfield Holdings, LLC. Mr. Sobiloff disclaims beneficial ownership of
     the shares held by these entities, except to the extent of his ownership
     arising from his principal interest in InSight Venture Associates III, LLC,
     the general partner of each of InSight Capital Partners III, L.P., InSight
     Capital Partners (Cayman) III, LLC and InSight Capital Partners III,
     Coinvestors, L.P. and his limited partnership interest in InSight Capital
     Partners III, L.P.
(12) Includes the information contained in footnotes 1 through 10 above.

                                       60
DESCRIPTION OF CAPITAL STOCK

GENERAL

     After this offering, we will be authorized to issue 100,000,000 shares of
common stock, $0.001 par value, and 5,000,000 shares of undesignated preferred
stock, $0.001 par value. Immediately after this offering, we estimate that there
will be            shares of common stock outstanding, 2,857,850 shares of
common stock will be issuable upon exercise of outstanding options and no shares
of preferred stock will be issued and outstanding based on shares and options
outstanding as of March 14, 2000. The figure for outstanding common shares upon
the completion of this offering reflects the issuance of 307,668 shares of
common stock in connection with the presumed exercise of warrants issued to our
lenders.

COMMON STOCK

     The holders of our common stock are entitled to one vote per share on all
matters to be voted on by our shareholders. There are no cumulative voting
rights. Subject to preferences that may be applicable to any outstanding
preferred stock, the holders of our common stock are entitled to receive
dividends, if any, as may be declared by our board of directors out of funds
legally available for dividends. In the event of liquidation, dissolution or
winding up of our company, the holders of our common stock are entitled to share
ratably in all assets remaining after payment of liabilities, subject to prior
rights of preferred stock, if any, then outstanding. The common stock has no
preemptive or conversion rights or other subscription rights. There are no
redemption or sinking fund provisions applicable to the common stock. All
outstanding shares of our common stock are fully paid and nonasssessable.

PREFERRED STOCK

     Pursuant to our restated certificate of incorporation, our board of
directors has the authority, without further action by our shareholders, to
issue up to 5,000,000 shares of preferred stock. The board of directors may
issue this stock in one of more series and may fix the rights, preferences,
privileges and restrictions of this preferred stock. Some of the rights and
preferences that our board of directors may designate include dividend rights,
conversion rights, voting rights, terms of redemption, liquidation preferences
and sinking fund terms. The board of directors may determine the number of
shares constituting any series or the designation of such series. Any or all of
the rights and preferences selected by our board of directors may be greater
than the rights of the common stock. The issuance of preferred stock could
adversely affect the voting power of holders of common stock and the likelihood
that stockholders will receive dividend payments and payments upon liquidation.
The issuance of preferred stock could also have the effect of delaying,
deferring or preventing a change in control of our company. We have no present
plan to issue shares of preferred stock.

REGISTRATION RIGHTS

     On May 17, 1999, we entered into a Registration Rights Agreement with some
of our shareholders. Under this agreement, we granted these shareholders certain
rights to register the shares of common stock owned by them under the Securities
Act of 1933, as amended. Under this agreement, we granted to Greenfield
Holdings, or persons to whom Greenfield Holdings transfers a majority of its
shares, the right to demand that we effect a registration of the common stock,
or a designated portion of the common stock, held by them. There are no limits
on the number of times that these shareholders may demand registration. In
addition, all shareholders who have become parties to this agreement have
unlimited "piggyback" registration rights to have their shares registered under
the Securities Act. The agreement provides that whenever we propose to register
shares of our common stock under the Securities Act, then the shareholders, with
certain exceptions, will have the right to request that we register their shares
of common stock with this registration. The inclusion of Greenfield Holdings'
shares in any registration effected by us will be subject to the right of the
managing underwriters, if any, to reduce or exclude those shares. The agreement
requires us to pay for all costs and expenses incurred in connection with the
registration of securities under the agreement.

     On December 3, 1999, we granted to Greyrock Capital piggyback registration
rights covering the shares received upon the exercise of warrants issued in
connection with their loan to us. The inclusion of Greyrock

                                       61
Capital's shares in any registration effected by us will be subject to the right
of the managing underwriters, if any, to reduce or exclude those shares. The
agreement requires us to pay for all costs and expenses incurred with the
registration of securities under the rights granted under the agreement,
however, we shall not be required to pay underwriters' fees, discounts or
commissions relating to Greyrock Capital's registered shares. All expenses of
any registered offering not otherwise borne by us shall be borne pro rata among
the holders of the Greyrock Capital shares participating in the offering and us.

WARRANTS AND OTHER RIGHTS

     We have issued the following warrants, all of which are fully exercisable
on the date of grant and have a five-year term:

     o A warrant for 167,808 shares of common stock with an exercise price of
       $3.575 per share issued to Greyrock Capital in connection with a
       $6,000,000 loan to us on December 3, 1999; and

     o A warrant for 139,860 shares of common stock with an exercise price of
       $3.575 per share issued to Greenfield Holdings, in connection with the
       issuance of a subordinated credit line of up to $5,000,000 on March 3,
       2000.

DELAWARE ANTITAKEOVER LAW AND CERTAIN CHARTER AND BYLAW PROVISIONS

  Section 203 of Delaware General Corporate Law

     We are subject to the provisions of Section 203 of the General Corporation
Law of Delaware. In general, the statute prohibits a publicly held Delaware
corporation from engaging in a "business combination" with an "interested
stockholder" for a period of three years after the date of the transaction in
which the person became an interested stockholder, unless the business
combination is approved by our board of directors and/or our stockholders in a
prescribed manner. A "business combination" includes a merger, asset sale or
other transaction resulting in a financial benefit to the interested
stockholder. Subject to certain exceptions, an "interested stockholder" is a
person who, together with affiliates and associates, owns, or within three years
did own, 15% or more of the corporation's voting stock.

  Classified Board of Directors

     Our certificate of incorporation and bylaws provide for the division of our
board of directors into three classes as nearly equal in size as possible with
staggered three-year terms. Directors may only be removed for cause by the
holders of at least 60% of the voting power of our outstanding capital stock.
Any vacancy on our board of directors, including a vacancy resulting from an
enlargement of our board of directors, may only be filled by vote of a majority
of our directors then in office. The classification of our board of directors
and the limitation on filling vacancies could make it more difficult for a third
party to acquire, or discourage a third party from attempting to acquire,
control of us. In addition, our classified board of directors could delay
attempts by stockholders who do not approve of our policies or procedures to
elect a majority of our board of directors.

TRANSFER AGENT AND REGISTRAR

     The Transfer Agent and Registrar for our common stock is ChaseMellon
Shareholder Services, LLC.

NASDAQ NATIONAL MARKET LISTING

     We have applied to list our shares of common stock on The Nasdaq Stock
Market's National Market under the trading symbol "GFOL."

                                       62
CERTAIN U.S. FEDERAL TAX CONSEQUENCES FOR NON-U.S. INVESTORS

INTRODUCTION

     The following is a summary of certain U.S. federal income and estate tax
consequences to non-U.S. investors of owning and disposing of our common stock.
In this summary, a "non-U.S. investor" is a beneficial owner of our common stock
who is, for U.S. federal income tax purposes:

     o a nonresident alien individual;

     o a foreign corporation;

     o a nonresident alien fiduciary of a foreign estate or trust; or

     o a foreign partnership.

     This summary does not address all of the U.S. federal income and estate tax
consequences that may be relevant to you in light of your particular
circumstances and also does not discuss any state, local or foreign tax
consequences to you of owning and disposing of our common stock. This summary is
based on current provisions of the Internal Revenue Code of 1986, as amended,
existing and proposed Treasury regulations thereunder and judicial and
administrative interpretations thereof, all as in effect on the date hereof and
all of which are subject to change, possibly with retroactive effect. If you are
considering buying our common stock, you should consult your tax advisor with
respect to the tax consequences of owning and disposing of our common stock.

DISTRIBUTIONS

     For U.S. federal income tax purposes, dividends are distributions paid out
of our current or accumulated earnings and profits. Dividends paid to a non-U.S.
investor generally will be subject to withholding of U.S. federal income tax at
a 30% rate or such lower rate as may be specified by an applicable income tax
treaty. To receive a reduced treaty rate, you must furnish to us or our paying
agent a completed Form 1001 or W-8BEN (or substitute form) certifying that you
qualify for a reduced rate. Dividends that are effectively connected with the
conduct of a trade or business within the U.S. of a non-U.S. investor and, if a
treaty applies, attributable to a U.S. permanent establishment of a non-U.S.
investor within the U.S., will be exempt from withholding if you provide us with
a Form 4224 or Form W-8ECI (or substitute form). Dividends exempt from
withholding because they are effectively connected or attributable to a
permanent establishment of a non-U.S. investor will instead be taxed at ordinary
U.S. federal income tax rates on a net income basis. Further, if the non-U.S.
investor is a corporation, this effectively connected dividend income may also
be subject to an additional branch profits tax equal to 30% of effectively
connected earnings and profits for the taxable year, as adjusted for certain
items, unless an applicable treaty provides otherwise. Under current Treasury
regulations, dividends paid before January 1, 2001, to an address outside the
U.S. are presumed to be paid to a resident of the country of address for
purposes of the withholding discussed above and for purposes of determining the
applicability of a tax treaty rate.

     For dividends paid after December 31, 2000, a non-U.S. investor generally
will be subject to U.S. backup withholding tax at a 31% rate under the backup
withholding rules described below, rather than at a 30% rate or a reduced rate
under an income tax treaty, as described above, unless the non-U.S. investor
complies with certain Internal Revenue Service certification procedures or, in
the case of payments made outside the U.S. with respect to an offshore account,
certain IRS documentary evidence procedures. Further, to claim the benefit of a
reduced rate of withholding under an income tax treaty for dividends paid after
December 31, 2000, a non-U.S. investor must comply with certain modified IRS
certification requirements. Special rules also apply to dividend payments made
after December 31, 2000, to foreign intermediaries, U.S. or foreign wholly owned
entities that are disregarded for federal tax purposes and entities that are
treated as fiscally transparent in the U.S., the applicable income tax treaty
jurisdiction, or both. You should consult your own tax advisor concerning the
effect, if any, of the rules affecting post-December 31, 2000, dividends on your
possible investment in our common stock.

     If a distribution is made that is not a dividend for U.S. federal income
tax purposes, it will first constitute a return of capital that is applied
against the non-U.S. investor's basis in the common stock and

                                       63
any remaining amount will be treated as gain from the sale or exchange of stock.
Currently, withholding of U.S. federal income tax is generally imposed on the
gross amount of a distribution, regardless of whether we have sufficient current
and accumulated earnings and profits to cause the distribution to be a dividend
for U.S. federal income tax purposes. However, withholding on distributions made
after December 31, 2000, may be on less than the gross amount of the
distribution if the distribution exceeds a reasonable estimate by us of our
accumulated and current earnings and profits.

SALE OR OTHER DISPOSITION OF COMMON STOCK

     A non-U.S. investor generally will not be subject to U.S. federal income
tax on any gain recognized on the sale or other disposition of our common stock,
except in the following circumstances:

     o The gain is effectively connected with a trade or business of the
       non-U.S. investor within the U.S. and, if a treaty applies, is
       attributable to a U.S. permanent establishment of the non-U.S. investor.
       Unless an applicable treaty provides otherwise, the non-U.S. investor
       will be taxed on its net effectively connected gains derived from the
       sale under the regular graduated U.S. federal income tax rates. If the
       non-U.S. investor is a foreign corporation, an additional branch profits
       tax may be applicable equal to 30% of its effectively connected earnings
       and profits for the taxable year, as adjusted for items, unless an
       applicable treaty provides otherwise;

     o The non-U.S. investor is an individual who holds the common stock as a
       capital asset, is present in the U.S. for 183 days or more in the taxable
       year of the sale or other disposition and other conditions are met. In
       this case, the non-U.S. investor will need to pay a flat 30% tax on the
       gain derived from the sale, which may be offset by any applicable U.S.
       capital losses;

     o U.S. federal income tax laws applicable to expatriates apply to the
       non-U.S. investor; or

     o We are or have been a "U.S. real property holding corporation" at any
       time during the five-year period ending on the date of disposition (or,
       if shorter, the non-U.S. investor's holding period), unless both (i) the
       non-U.S. investor held, actually or constructively, no more than 5% of
       our outstanding common stock and (ii) our stock is "regularly traded on
       an established securities market," for purposes of these rules. We
       believe that we will not constitute a U.S. real property holding
       corporation immediately after the offering and do not expect to become a
       U.S. real property holding corporation; however, we can give no assurance
       in this regard.

BACKUP WITHHOLDING AND INFORMATION REPORTING

     Dividends. U.S. backup withholding tax generally will not apply to
dividends paid before January 1, 2001, to a non-U.S. investor at an address
outside the U.S. or to dividends paid after December 31, 2000, if the non-U.S.
investor certifies that it is a non-U.S. investor on a Form W-8BEN or otherwise
establishes an exemption. We must report annually to the IRS and to each
non-U.S. investor the amount of dividends paid to such investor and the amount,
if any, of tax withheld with respect to such dividends. This information may
also be made available to the tax authorities in the non-U.S. investor's country
of residence.

     Sale through a U.S. office of a broker. Upon the sale or other disposition
of our common stock by a non-U.S. investor to or through a U.S. office of a
broker, the broker must backup withhold at a rate of 31% and report the sale to
the IRS, unless the non-U.S. investor certifies its foreign status under
penalties of perjury or otherwise establishes an exemption from backup
withholding.

     Sale through a foreign office of a broker. The proceeds of a sale or other
disposition of our common stock by a non-U.S. investor to or through a foreign
office of a U.S. or foreign broker will not be subject to backup withholding.
However, if the broker is a U.S. person or a foreign person with relationships
with the U.S. it must report the sale or other disposition to the IRS unless the
broker has documentary evidence in its files that the seller is a non-U.S.
investor and other applicable conditions are met, or the holder otherwise
establishes an exemption.

                                       64
Backup withholding is not an additional tax. Amount withheld under the
backup withholding rules are generally allowable as a refund or credit against
the non-U.S. investor's U.S. federal income tax liability, if any, provided that
the required information is furnished to the IRS in a timely manner.

FEDERAL ESTATE TAXES

     Our common stock owned or treated as owned by an individual who is not a
citizen or resident of the U.S. as defined for U.S. federal estate tax purposes,
at the time of death, will be included in such individual's gross estate for
U.S. estate tax purposes, unless an applicable estate tax treaty provides
otherwise.

     The foregoing discussion is a summary of some U.S. federal income and
estate tax consequences of the ownership, sale or other disposition of our
common stock by non-U.S. investors. You are urged to consult your own tax
advisor with respect to the particular tax consequences to you of the ownership
and disposition of our common stock, including the effect of any state, local,
foreign or other tax laws.

                                       65
SHARES ELIGIBLE FOR FUTURE SALE

     Sales of substantial amounts of our common stock in the public market could
adversely affect prevailing market prices of our common stock. Furthermore,
since no shares will be available for sale shortly after this offering because
of contractual and legal restrictions on resale described below, sales of
substantial amounts of common stock in the public market after these
restrictions lapse could adversely affect the prevailing market price and our
ability to raise equity capital in the future.

     Upon completion of this offering, we will have outstanding
shares of common stock, assuming no exercise of the underwriters' over-allotment
option and no exercise of outstanding options and warrants. Of the shares of
common stock sold in this offering, all shares will be freely tradable on the
date of this prospectus unless purchased by "affiliates" as that term is defined
in Rule 144 of the Securities Act. The following table illustrates the shares
eligible for sale in the public market:
NUMBER OF SHARES                                         DATE
-------------------  ------------------------------------------------------------------------------
0           After the date of this prospectus, freely tradable shares other than those
                     sold in this offering and shares salable under Rule 144(k) that are not
                     subject to the 180-day lock-up.
      111,000        After 90 days from the date of this prospectus, shares salable under Rule 144
                     or Rule 701 that are not subject to the 180-day lock-up.
                     After 180 days from the date of this prospectus, the 180-day lock-up is
                     released and these shares are salable under Rule 144 (subject, in some cases,
                     to volume limitations), Rule 144(k) or Rule 701.
                     After 180 days from the date of this prospectus, restricted securities that
                     are held for less than one year are not yet salable under Rule 144.
LOCK-UP AGREEMENTS

     We, and each of our directors, executive officers and existing shareholders
have agreed not to offer, sell, contract to sell, pledge or otherwise dispose
of, directly or indirectly, any shares of our common stock or any securities
convertible into or exchangeable or exercisable for any shares of our common
stock, or enter into a transaction which would have the same effect, or enter
into any swap, hedge or other arrangement that transfers, in whole or in part,
any of the economic consequences of ownership of the shares of common stock, or
exercise any right to request or demand registration pursuant to the Securities
Act, or publicly disclose the intention to make any offer, sale, pledge or
disposition, or to enter into any transaction, swap, hedge or other arrangement,
without the prior written consent of Credit Suisse First Boston Corporation, for
a period of 180 days after the public offering date set forth on the cover of
this prospectus. The restrictions set forth in the previous sentence do not
apply to the exercise of employee stock options outstanding on the date of this
prospectus.

RULE 144

     In general, under Rule 144 as currently in effect, a person (or persons
whose shares are aggregated) who has beneficially owned restricted shares for at
least one year, including persons who may be deemed our "affiliates," would be
entitled to sell within any three-month period a number of shares that does not
exceed the greater of 1% of the number of shares of common stock then
outstanding or the average weekly trading volume of the common stock as reported
through The Nasdaq National Market during the four calendar weeks preceding the
filing of a Form 144 with respect to such sale. Sales under Rule 144 are also
subject to manner of sale provisions and notice requirements and to the
availability of current public information about us. In addition, a person who
is not deemed to have been our affiliate at any time during the 90 days
preceding a sale and who has beneficially owned for at least two years the
shares proposed to be sold, would be entitled to sell such shares under
Rule 144(k) without regard to the requirements described above.

                                       66
RULE 701

     In general, Rule 701 permits resales of shares issued under compensatory
benefit plans and contracts commencing 90 days after the issuer becomes subject
to the reporting requirements of the Securities Exchange Act in reliance upon
Rule 144 but without compliance with certain restrictions, including the holding
period requirements contained in Rule 144. We will file registration statements
on Form S-8 under the Securities Act to register common stock issuable under our
stock option plans and stock purchase plan. Such registration will permit the
resale of shares so registered by nonaffiliates in the public market without
restriction under the Securities Act.

     No prediction can be made as to the effect, if any, that market sales of
shares or the availability of shares for sale will have on the market price
prevailing from time to time. Nevertheless, sales of substantial amounts of our
common stock in the public market after the lapse of the restrictions described
below could adversely affect the prevailing market price and our ability to
raise equity capital in the future at a time and price that it deems
appropriate.

REGISTRATION RIGHTS

     After this offering, the holders of            shares of common stock and
shares of common stock issuable upon the exercise of outstanding warrants will
be entitled to rights in connection with the registration of those shares under
the Securities Act. For more information, see "Description of Capital Stock--
Registration Rights." After such registration, these shares of our common stock
become freely tradable without restriction under the Securities Act. These sales
could have a material adverse effect on the trading price of our common stock.

STOCK PLANS

     We intend to file a registration statement under the Securities Act
covering 6,588,850 shares of common stock reserved for issuance under our 1999
Stock Option Plan, our 2000 Directors Stock Option Plan and our 2000 Employee
Stock Purchase Plan and the shares reserved for issuance upon exercise of
outstanding non-plan options. We expect this registration statement to be filed
and to become effective as soon as practicable after the effective date of this
offering.

     As of March 13, 2000, options to purchase 2,857,850 shares of common stock
were issued and outstanding. All of these shares will be eligible for sale in
the public market from time to time, subject to vesting provisions, Rule 144
volume limitations applicable to our affiliates and, in the case of some
options, the expiration of lock-up agreements.

                                       67
UNDERWRITING

     Under the terms and subject to the terms set forth in an underwriting
agreement dated       , 2000, we have agreed to sell to the underwriters named
below, for whom Credit Suisse First Boston Corporation, Bear, Stearns & Co. Inc.
and Donaldson, Lufkin & Jenrette Securities Corporation are acting as
representatives, the following respective numbers of shares of common stock:
NUMBER OF
                  UNDERWRITERS                                                                  SHARES
                                                                                               ---------
Credit Suisse First Boston Corporation......................................................
Bear, Stearns & Co. Inc.....................................................................
Donaldson, Lufkin & Jenrette Securities Corporation.........................................
                                                                                                -------
  Total.....................................................................................
                                                                                                -------
                                                                                                -------
The underwriting agreement provides that the underwriters are obligated to
purchase all the shares of common stock in this offering, if any are purchased,
other than those shares covered by the over-allotment option described below.
The underwriting agreement also provides that, if any underwriter defaults, the
purchase commitments of nondefaulting underwriters may be increased or the
offering of common stock may be terminated.

     We have granted the underwriters a 30-day option to purchase on a pro-rata
basis up to      additional shares at the initial public offering price less the
underwriting discounts and commissions. The option may be exercised only to
cover any over-allotments of common stock.

     The underwriters propose to offer the shares of common stock initially at
the public offering price on the cover page of this prospectus and to selling
group members at that price less a concession of $       per share. The
underwriters and selling group members may allow a discount of $       per share
on sales to other broker/dealers. After the initial public offering, the public
offering price and concession and discount to broker/dealers may be changed by
the representatives.

     The following table summarizes the compensation and estimated expenses we
will pay.
PER SHARE                           TOTAL
                                                      ------------------------------    ------------------------------
                                                      WITHOUT OVER-    WITH OVER-       WITHOUT OVER-    WITH OVER-
                                                      ALLOTMENT        ALLOTMENT        ALLOTMENT        ALLOTMENT
                                                      -------------    -------------    -------------    -------------
Underwriting Discounts and Commissions
  Paid by Us.......................................      $                $                $                $
Expenses Payable by Us.............................      $                $                $                $
The underwriters have informed us that they do not expect discretionary
sales to exceed 5% of the shares of common stock being offered.

     We have agreed that we will not offer, sell, contract to sell, pledge or
otherwise dispose of, directly or indirectly, or file with the Securities and
Exchange Commission a registration statement under the Securities Act relating
to, any shares of our common stock or securities convertible into or
exchangeable or exercisable for any share of our common stock, or publicly
disclose the intention to make any such offer, sale, pledge, disposition or
filing, without the prior written consent of Credit Suisse First Boston
Corporation for a period of 180 days after the date of this prospectus.

     Our directors, executive officers and stockholders have agreed that they
will not offer, sell, contract to sell, pledge or otherwise dispose of, directly
or indirectly, any shares of our common stock or securities convertible into or
exchangeable or exercisable for any shares of our common stock, enter into a
transaction which would have the same effect, or enter into any swap, hedge or
other arrangement that transfers, in whole or in part, any of the economic
consequences of ownership of our common stock, whether any such aforementioned
transaction is to be settled by delivery of our common stock or such other
securities, in cash or otherwise, or publicly disclose the intention to make any
such offer, sale, pledge or disposition, or to enter into any such transaction,
swap, hedge or other arrangement, without, in each case, the prior written
consent of Credit Suisse First Boston Corporation for period of 180 days after
the date of this prospectus.

                                       68
The underwriters have reserved for sale, at the initial public offering
price, up to        shares of our common stock for employees, directors and
other persons associated with us who have expressed an interest in purchasing
common stock in the offering. The number of shares available for sale to the
general public in this offering will be reduced to the extent these persons
purchase the reserved shares. Any reserved shares not so purchased will be
offered by the underwriters to the general public on the same terms as the other
shares.

     We have agreed to indemnify the underwriters against liabilities under the
Securities Act of 1933, as amended, or contribute to payments that the
underwriters may be required to make in that respect.

     We have applied to list our shares of common stock on The Nasdaq Stock
Market's National Market under the symbol "GFOL."

     Prior to this offering, there has been no public market for our common
stock. The initial public offering price will be determined by negotiation
between us and the representatives. The principal factors considered in
determining the public offering price will include:

     o the information set forth in this prospectus and otherwise available to
       the representatives;

     o the history of and the prospects for us and the industry in which we
       compete;

     o the prospects for and the timing of our estimated future earnings;

     o the present state of our development and our current financial condition;

     o the general condition of the securities markets at the time of this
       offering;

     o the recent market prices of and the demand for publicly-traded common
       stock of generally comparable companies; and

     o market conditions for initial public offerings.

     The representatives may engage in over-allotment, stabilizing transactions,
syndicate covering transactions and penalty bids in accordance with Regulation M
under the Securities Exchange Act of 1934.

     o Over-allotment involves syndicate sales in excess of the offering size,
       which creates a syndicate short position.

     o Stabilizing transactions permit bids to purchase the underlying security
       as long as the stabilizing bids do not exceed a specified maximum.

     o Syndicate covering transactions involve purchases of shares of the common
       stock in the open market after the distribution has been completed in
       order to cover syndicate short positions.

     o Penalty bids permit the representatives to reclaim a selling concession
       from a syndicate member when the common stock originally sold by that
       syndicate member is purchased in a stabilizing transaction or in a
       syndicate covering transaction to cover syndicate short positions.

These stabilizing transactions, syndicate covering transactions and penalty bids
may cause the price of the common stock to be higher than it would otherwise be
in the absence of these transactions. These transactions may be effected on The
Nasdaq Stock Market or otherwise and, if commenced, may be discontinued at any
time.

     A prospectus in electronic format may be made available on the websites
maintained by one or more of our underwriters participating in this offering.
The representatives may agree to allocate a number of shares to underwriters for
sale to their online brokerage account holders. Internet distributions will be
allocated to the underwriters that will make Internet distributions on the same
basis as other allocations.

     Other than the prospectus in electronic format, the information contained
on any website maintained by our underwriters is not part of this prospectus or
the registration statement of which this prospectus forms a part, has not been
approved or endorsed by us or any underwriter in its capacity as an underwriter
and should not be relied upon by investors.

                                       69
NOTICE TO CANADIAN RESIDENTS

RESALE RESTRICTIONS

     The distribution of our common stock in Canada is being made only on a
private placement basis exempt from the requirement that we prepare and file a
prospectus with the securities regulatory authorities in each province where
trades of common stock are effected. Accordingly, any resale of our common stock
in Canada must be made in accordance with applicable securities laws which will
vary depending on the relevant jurisdiction and which may require resales to be
made in accordance with available statutory exemptions or pursuant to a
discretionary exemption granted by the applicable Canadian securities regulatory
authority. Purchasers are advised to seek legal advice prior to any resale of
the common stock.

REPRESENTATIONS OF PURCHASERS

     Each purchaser of our common stock in Canada who receives a purchase
confirmation will be deemed to represent to us and the dealer from whom such
purchase confirmation is received that (i) such purchaser is entitled under
applicable provincial securities laws to purchase our common stock without the
benefit of a prospectus qualified under such securities laws, (ii) where
required by law, that such purchaser is purchasing as principal and not as agent
and (iii) such purchaser has reviewed the text above under "Resale
Restrictions."

RIGHTS OF ACTION (ONTARIO PURCHASERS)

     The securities being offered are those of a foreign issuer, and Ontario
purchasers will not receive the contractual right of action prescribed by
Ontario securities law. As a result, Ontario purchasers must rely on other
remedies that may be available, including common law rights of action for
damages or rescission or rights of action under the civil liability provisions
of the U.S. federal securities laws.

ENFORCEMENT OF LEGAL RIGHTS

     All of our directors and officers, as well as the experts named herein, may
be located outside of Canada and, as a result, it may not be possible for
Canadian purchasers to effect service of process within Canada upon the issuer
or such persons. All or a substantial portion of the assets of the issuer and
such persons may be located outside of Canada and, as a result, it may not be
possible to satisfy a judgment against the issuer or such persons in Canada or
to enforce a judgment obtained in Canadian courts against such issuer or persons
outside of Canada.

NOTICE TO BRITISH COLUMBIA RESIDENTS

     A purchaser of common stock to whom the Securities Act (British Columbia)
applies is advised that such purchaser is required to file with the British
Columbia Securities Commission a report within ten days of the sale of any
common stock acquired by such purchaser pursuant to this offering. Such report
must be in the form attached to British Columbia Securities Commission Blanket
Order BOR #95/17, a copy of which may be obtained from us. Only one such report
must be filed in respect of common stock acquired on the same date and under the
same prospectus exemption.

TAXATION AND ELIGIBILITY FOR INVESTMENT

     Canadian purchasers of common stock should consult their own legal and tax
advisors with respect to the tax consequences of an investment in common stock
in their particular circumstances and with respect to the eligibility of the
common stock for investment by the purchaser under relevant Canadian
legislation.

                                       70
LEGAL MATTERS

     The validity of the common stock offered hereby will be passed upon for us
by Preston Gates & Ellis LLP, Seattle, Washington. Shearman & Sterling, New
York, New York, will pass upon selected legal matters in connection with this
offering for the underwriters. Partners of Preston Gates & Ellis LLP hold an
aggregate of 47,790 shares of our common stock.

                                    EXPERTS

     The financial statements as of December 31, 1999 and 1998 and for the
periods from May 17, 1999 through December 31, 1999 and from January 1, 1999
through May 16, 1999, and for the years ended December 31, 1998 and 1997
included in this prospectus have been so included in reliance on the reports of
PricewaterhouseCoopers LLP, independent accountants, given on their authority as
experts in auditing and accounting.

                      WHERE YOU CAN FIND MORE INFORMATION

     We have filed with the Securities and Exchange Commission a registration
statement on Form S-1 under the Securities Act with respect to the common stock
offered in this offering. This prospectus does not contain all of the
information set forth in the registration statement. For further information
with respect to Greenfield Online and the common stock offered in this offering,
we refer you to the registration statement and to the attached exhibits and
schedules. Statements made in this prospectus concerning the contents of any
document referred to in this prospectus are not necessarily complete. With
respect to each such document filed as an exhibit to the registration statement,
we refer you to the exhibit for a more complete description of the matter
involved.

     You may inspect our registration statement and the attached exhibits and
schedules without charge at the public reference facilities maintained by the
Securities and Exchange Commission at 450 Fifth Street, NW, Washington, DC 20549
and at the regional offices of the SEC located at Seven World Trade Center, 13th
Floor, New York, NY 10048 and the Citicorp Center, 500 West Madison Street,
Suite 1400, Chicago, IL 60661. You may obtain copies of all or any part of our
registration statement from the SEC upon payment of prescribed fees.

     You may copy all or part of our SEC filings from these offices upon payment
of the fees charged by the SEC. You may obtain information on the operation of
the public reference room in Washington, D.C. by calling the Securities and
Exchange Commission at 1-800-SEC-0330.

     Our SEC filings, including the registration statement and the exhibits
filed with the registration statement, are available from the SEC's website at
www.sec.gov, which contains reports, proxy and information statements and other
information regarding issuers that file electronically with the SEC.

                                       71
INDEX TO FINANCIAL STATEMENTS
PAGE
                                                                                                              ----
Report of Independent Accountants--Successor...............................................................    F-2
Report of Independent Accountants--Predecessor.............................................................    F-3
Balance Sheets at December 31, 1998 and 1999...............................................................    F-4
Statements of Operations for the years ended December 31, 1997 and 1998, and the periods from January 1,
  1999 through May 16, 1999 and from May 17, 1999 through December 31, 1999................................    F-5
Statements of Stockholders' Equity (Deficit) for the years ended December 31, 1997 and 1998, and the
  periods from January 1, 1999 through May 16, 1999 and from May 17, 1999 through
  December 31, 1999........................................................................................    F-6
Statements of Cash Flows for the years ended December 31, 1997 and 1998, and the periods from January 1,
  1999 through May 16, 1999 and from May 17, 1999 through December 31, 1999................................    F-7
Notes to Financial Statements..............................................................................    F-8
Unaudited Pro Forma Condensed Statement of Operations......................................................   F-24
F-1
REPORT OF INDEPENDENT ACCOUNTANTS
                                  (SUCCESSOR)

To the Board of Directors and Stockholders
of Greenfield Online, Inc.:

In our opinion, the accompanying balance sheet and the related statements of
operations, stockholders' equity (deficit) and cash flows present fairly in all
material respects, the financial position of Greenfield Online, Inc.,
"Successor", at December 31, 1999 and the results of its operations and its cash
flows for the period from May 17, 1999 through December 31, 1999 in conformity
with accounting principles generally accepted in the United States. These
financial statements are the responsibility of the Company's management; our
responsibility is to express an opinion on these financial statements based on
our audit. We conducted our audit of these statements in accordance with
auditing standards generally accepted in the United States, which require that
we plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, and evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for the opinion expressed above.

                                          PRICEWATERHOUSECOOPERS LLP

Stamford, Connecticut
March 3, 2000

                                      F-2
REPORT OF INDEPENDENT ACCOUNTANTS
                                 (PREDECESSOR)

To the Board of Directors and Stockholders
of Greenfield Online, Inc.:

In our opinion, the accompanying balance sheet and the related statements of
operations, stockholders' equity (deficit) and cash flows present fairly, in all
material respects, the financial position of Greenfield Online, Inc.,
"Predecessor", at December 31, 1998 and the results of its operations and its
cash flows for the years ended December 31, 1997 and 1998 and the period from
January 1, 1999 through May 16, 1999 in conformity with accounting principles
generally accepted in the United States. These financial statements are the
responsibility of the Company's management; our responsibility is to express an
opinion on these financial statements based on our audits. We conducted our
audits of these statements in accordance with auditing standards generally
accepted in the United States, which require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for the opinion expressed above.

                                          PRICEWATERHOUSECOOPERS LLP

Stamford, Connecticut
March 3, 2000

                                      F-3
GREENFIELD ONLINE, INC.
                                 BALANCE SHEETS
PREDECESSOR      SUCCESSOR
                                                                                      ------------    ------------
                                                                                      DECEMBER 31,    DECEMBER 31,
                                                                                          1998            1999
                                                                                      ------------    ------------
                                      ASSETS
Current assets:
  Cash and cash equivalents........................................................   $    114,325    $  1,708,738
  Accounts receivable, net (Note 2)................................................        707,534       1,854,614
  Deferred project costs...........................................................         63,537         159,327
  Other current assets (Note 4)....................................................          7,951         747,728
                                                                                      ------------    ------------
     Total current assets..........................................................        893,347       4,470,407
Property and equipment, net (Note 5)...............................................        464,456       1,277,630
Internal use software, net (Note 6)................................................        334,344         976,154
Goodwill, net (Notes 2 and 3)......................................................             --      14,852,535
Intangible assets, net (Notes 2 and 3).............................................             --       1,776,262
                                                                                      ------------    ------------
     Total assets..................................................................   $  1,692,147    $ 23,352,988
                                                                                      ------------    ------------
                                                                                      ------------    ------------
                  LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
  Accounts payable.................................................................   $    543,320    $  1,471,689
  Accrued expenses (Note 7)........................................................        287,485       2,169,469
  Other current liabilities........................................................         83,791         361,703
  Deferred project revenues........................................................        537,438       1,665,347
  Due to affiliates (Note 8).......................................................      3,892,831           2,005
                                                                                      ------------    ------------
     Total current liabilities.....................................................      5,344,865       5,670,213
Term loan, net (Note 9)............................................................             --       3,119,325
Note payable to stockholder (Notes 3 and 8)........................................             --      13,879,794
Other long-term liabilities........................................................         89,795         360,941
                                                                                      ------------    ------------
     Total liabilities.............................................................      5,434,660      23,030,273
                                                                                      ------------    ------------
Commitments and contingencies (Note 10)............................................             --              --
Stockholders' equity (deficit) (Note 12):
  Common stock--Class A--$.01 par value--45,000,000 shares authorized and issued...        450,000         450,000
  Common stock--Class B--$.01 par value--45,000,000 shares authorized and
     21,855,150 shares issued......................................................             --         218,552
  Additional paid-in capital.......................................................             --      37,880,231
  Class A treasury stock, at cost--41,198,500 shares...............................             --     (16,708,292)
  Notes receivable from stockholders...............................................             --        (500,088)
  Unearned stock-based compensation................................................             --      (7,229,767)
  Accumulated deficit..............................................................     (4,192,513)    (13,787,921)
                                                                                      ------------    ------------
     Total stockholders' equity (deficit)..........................................     (3,742,513)        322,715
                                                                                      ------------    ------------
       Total liabilties and stockholders' equity (deficit).........................   $  1,692,147    $ 23,352,988
                                                                                      ------------    ------------
                                                                                      ------------    ------------
The accompanying notes are an integral part of these financial statements.

                                      F-4
GREENFIELD ONLINE, INC.
                            STATEMENTS OF OPERATIONS
PREDECESSOR
                                                      -------------------------------------------       SUCCESSOR
                                                                                                      --------------
                                                       YEAR ENDED DECEMBER 31,     JAN. 1 THROUGH     MAY 17 THROUGH
                                                      -------------------------       MAY 16,         DECEMBER 31,
                                                         1997          1998            1999               1999
                                                      ----------    -----------    --------------     --------------
Revenues...........................................   $1,203,052    $ 2,791,364     $  1,733,720       $  5,557,465
Cost of revenues (excluding stock-based
  compensation of $20,209).........................      521,258      1,250,897          702,189          2,516,758
                                                      ----------    -----------     ------------       ------------
  Gross profit.....................................      681,794      1,540,467        1,031,531          3,040,707
Operating expenses:
Selling, general and administrative expenses
  (excluding stock-based compensation of
  $4,513,140)......................................    1,292,796      3,262,399        5,243,811          6,821,699
Depreciation and amortization (Notes 3, 5
  and 6)...........................................       84,964        321,876          155,683          3,843,628
Research and development (excluding stock-based
  compensation of $649,366)........................      143,479        223,233          186,282            792,268
Panel acquisition expenses (Note 2)................       61,135         62,682           27,349            112,531
Stock-based compensation expense (Note 12).........           --             --               --          5,182,715
                                                      ----------    -----------     ------------       ------------
  Operating expenses...............................    1,582,374      3,870,190        5,613,125         16,752,841
                                                      ----------    -----------     ------------       ------------
  Operating loss...................................     (900,580)    (2,329,723)      (4,581,594)       (13,712,134)
                                                      ----------    -----------     ------------       ------------
Interest income (expense):
  Interest income..................................           --             --               --             42,120
  Interest expense.................................           --        (11,510)          (7,001)          (202,855)
  Related party interest expense, net..............      (15,945)      (103,270)         (42,902)          (855,504)
                                                      ----------    -----------     ------------       ------------
  Interest expense, net............................      (15,945)      (114,780)         (49,903)        (1,016,239)
                                                      ----------    -----------     ------------       ------------
     Loss before income taxes......................     (916,525)    (2,444,503)      (4,631,497)       (14,728,373)
Income tax benefit (Note 11).......................           --             --               --            940,452
                                                      ----------    -----------     ------------       ------------
Net loss...........................................   $ (916,525)   $(2,444,503)    $ (4,631,497)      $(13,787,921)
                                                      ----------    -----------     ------------       ------------
                                                      ----------    -----------     ------------       ------------
Basic and diluted net loss per share...............   $    (0.02)   $     (0.05)    $      (0.10)      $      (0.56)
                                                      ----------    -----------     ------------       ------------
                                                      ----------    -----------     ------------       ------------
Weighted average shares outstanding--basic and
  diluted..........................................   45,000,000     45,000,000       45,000,000         24,707,186
                                                      ----------    -----------     ------------       ------------
                                                      ----------    -----------     ------------       ------------
Pro forma basic and diluted net loss per share
  (unaudited)......................................                                                    $
                                                                                                       ------------
                                                                                                       ------------
Pro forma weighted average shares outstanding--
  basic and diluted (unaudited)....................
                                                                                                       ------------
                                                                                                       ------------
The accompanying notes are an integral part of these financial statements.

                                      F-5
GREENFIELD ONLINE, INC.
                  STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
CLASS A                 CLASS B
                                               COMMON STOCK            COMMON STOCK                               CLASS A
                                                  ISSUED                  ISSUED           ADDITIONAL          TREASURY STOCK
                                           ---------------------   ---------------------     PAID-IN     --------------------------
                                             SHARES      AMOUNT      SHARES      AMOUNT      CAPITAL       SHARES         AMOUNT
                                           ----------   --------   ----------   --------   -----------   -----------   ------------
BEGINNING BALANCE AT JANUARY 1, 1997.....  45,000,000   $450,000           --   $     --   $        --            --   $         --
  Net loss...............................          --         --           --         --            --            --             --
                                           ----------   --------   ----------   --------   -----------   -----------   ------------
BALANCE AT DECEMBER 31, 1997.............  45,000,000    450,000           --         --            --            --             --
  Net loss...............................          --         --           --         --            --            --             --
                                           ----------   --------   ----------   --------   -----------   -----------   ------------
BALANCE AT DECEMBER 31, 1998.............  45,000,000    450,000           --         --            --            --             --
  Capital contribution...................          --         --           --         --     1,100,000            --             --
  Forgiveness of debt from affiliates
    (Note 8).............................          --         --           --         --     4,576,581            --             --
  Net loss...............................          --         --           --         --            --            --             --
                                           ----------   --------   ----------   --------   -----------   -----------   ------------
BALANCE AT MAY 16, 1999..................  45,000,000    450,000           --         --     5,676,581            --             --

SUCCESSOR
  Issuance of common stock (Note 3)......          --         --   21,855,150    218,552     8,644,996            --             --
  Common stock issuance costs
    (Note 3).............................          --         --           --         --      (170,111)           --             --
  Treasury stock repurchases (Notes 3 and
    12)..................................          --         --           --         --            --   (42,534,000)   (17,249,912)
  Notes receivable from stockholders
    (Notes 3 and 12).....................          --         --           --         --            --            --             --
  Issuance of stock options (Note 3).....          --         --           --         --       443,880            --             --
  Push-down of parent company basis
    (Note 3).............................          --         --           --         --    10,413,247            --             --
                                           ----------   --------   ----------   --------   -----------   -----------   ------------
BALANCE AT MAY 17, 1999..................  45,000,000    450,000   21,855,150    218,552    25,008,593   (42,534,000)   (17,249,912)
  Issuance of stock options (Note 12)....          --         --           --         --     8,106,047            --             --
  Amortization of unearned stock-based
    compensation (Note 12)...............          --         --           --         --            --            --             --
  Issuance of warrants (Note 12).........          --         --           --         --       960,736            --             --
  Exercise of stock options..............          --         --           --         --      (501,580)    1,335,500        541,620
  Variable plan compensation charge
    (Note 12)............................          --         --           --         --     4,306,435            --             --
  Net loss...............................          --         --           --         --            --            --             --
                                           ----------   --------   ----------   --------   -----------   -----------   ------------
BALANCE AT DECEMBER 31, 1999.............  45,000,000   $450,000   21,855,150   $218,552   $37,880,231   (41,198,500)  $(16,708,292)
                                           ----------   --------   ----------   --------   -----------   -----------   ------------
                                           ----------   --------   ----------   --------   -----------   -----------   ------------
NOTES         UNEARNED                        TOTAL
                                           RECEIVABLE        STOCK-                     STOCKHOLDERS'
                                              FROM           BASED       ACCUMULATED       EQUITY
                                           STOCKHOLDERS   COMPENSATION     DEFICIT        (DEFICIT)
                                           ------------   ------------   ------------   -------------
BEGINNING BALANCE AT JANUARY 1, 1997.....   $       --    $        --    $   (831,485)  $    (381,485)
  Net loss...............................           --             --        (916,525)       (916,525)
                                            ----------    ------------   ------------   -------------
BALANCE AT DECEMBER 31, 1997.............           --             --      (1,748,010)     (1,298,010)
  Net loss...............................           --             --      (2,444,503)     (2,444,503)
                                            ----------    ------------   ------------   -------------
BALANCE AT DECEMBER 31, 1998.............           --             --      (4,192,513)     (3,742,513)
  Capital contribution...................           --             --              --       1,100,000
  Forgiveness of debt from affiliates
    (Note 8).............................           --             --              --       4,576,581
  Net loss...............................           --             --      (4,631,497)     (4,631,497)
                                            ----------    ------------   ------------   -------------
BALANCE AT MAY 16, 1999..................           --             --      (8,824,010)     (2,697,429)
SUCCESSOR
  Issuance of common stock (Note 3)......           --             --              --       8,863,548
  Common stock issuance costs
    (Note 3).............................           --             --              --        (170,111)
  Treasury stock repurchases (Notes 3 and
    12)..................................           --             --              --     (17,249,912)
  Notes receivable from stockholders
    (Notes 3 and 12).....................     (500,088)            --              --        (500,088)
  Issuance of stock options (Note 3).....           --             --              --         443,880
  Push-down of parent company basis
    (Note 3).............................           --             --       8,824,010      19,237,257
                                            ----------    ------------   ------------   -------------
BALANCE AT MAY 17, 1999..................     (500,088)            --              --       7,927,145
  Issuance of stock options (Note 12)....           --     (7,665,421)             --         440,626
  Amortization of unearned stock-based
    compensation (Note 12)...............           --        435,654              --         435,654
  Issuance of warrants (Note 12).........           --             --              --         960,736
  Exercise of stock options..............           --             --              --          40,040
  Variable plan compensation charge
    (Note 12)............................           --             --              --       4,306,435
  Net loss...............................           --             --     (13,787,921)    (13,787,921)
                                            ----------    ------------   ------------   -------------
BALANCE AT DECEMBER 31, 1999.............   $ (500,088)   $(7,229,767)   $(13,787,921)  $     322,715
                                            ----------    ------------   ------------   -------------
                                            ----------    ------------   ------------   -------------
The accompanying notes are an integral part of these financial statements.

                                      F-6
GREENFIELD ONLINE, INC.
                            STATEMENTS OF CASH FLOWS
PREDECESSOR
                                                            ---------------------------------------     SUCCESSOR
                                                                                                       ------------
                                                            YEAR ENDED DECEMBER 31,      JAN. 1 TO      MAY 17 TO
                                                            ------------------------     MAY 16,       DECEMBER 31,
                                                              1997          1998           1999            1999
                                                            ---------    -----------    -----------    ------------
Cash flows from operating activities:
Net loss...............................................   $(916,525)   $(2,444,503)   $(4,631,497)   $(13,787,921)
  Adjustments to reconcile net loss to net cash provided
    by (used in) operating activities:
       Depreciation and amortization.....................      84,964        321,876        155,683       3,843,628
       Stock-based compensation expense..................          --             --             --       5,182,715
       Amortization of debt discount.....................          --             --             --          97,172
       Income tax benefit................................          --             --             --        (940,452)
       (Increase) decrease in:
         Accounts receivable.............................    (107,566)      (437,593)       (83,495)     (1,063,584)
         Deferred project costs..........................     (36,534)       (27,003)       (57,364)        (38,426)
         Other current assets............................      (1,251)         5,439       (121,006)       (618,771)
       Increase (decrease) in:
         Accounts payable................................     208,750        291,746        260,944         667,425
         Accrued expenses................................      76,394        188,260      3,272,654      (1,390,720)
         Other liabilities...............................          --         55,489        (12,663)           (270)
         Deferred project revenues.......................     284,540        252,898       (189,799)      1,317,708
         Due to affiliates...............................     455,821        541,660        410,201         (11,287)
                                                            ---------    -----------    -----------    ------------
Net cash provided by (used in) operating activities......      48,593     (1,251,731)      (996,342)     (6,742,783)
                                                            ---------    -----------    -----------    ------------

Cash flows from investing activities:
  Capital expenditures...................................    (420,908)      (645,025)      (228,992)     (1,007,944)
                                                            ---------    -----------    -----------    ------------
Net cash used in investing activities....................    (420,908)      (645,025)      (228,992)     (1,007,944)
                                                            ---------    -----------    -----------    ------------

Cash flows from financing activities:
  Proceeds from term loan................................          --             --             --       4,000,000
  Advances from affiliate................................     489,945      1,880,000             --              --
  Principle payments under capital lease obligations.....          --        (16,828)       (15,877)        (91,507)
  Proceeds from issuance of note payable to
    stockholder..........................................          --             --             --      14,136,452
  Treasury stock repurchase..............................          --             --             --     (17,249,912)
  Loans to management to acquire capital stock...........          --             --             --        (500,088)
  Proceeds from the issuance of capital stock............          --             --             --       8,863,548
  Capital contribution from predecessor..................          --             --      1,387,818              --
  Proceeds of options exercised..........................          --             --             --          40,040
                                                            ---------    -----------    -----------    ------------
Net cash provided by financing activities................     489,945      1,863,172      1,371,941       9,198,533
                                                            ---------    -----------    -----------    ------------
Net increase (decrease) in cash and cash equivalents.....     117,630        (33,584)       146,607       1,447,806
Cash and cash equivalents at the beginning of the
  period.................................................      30,279        147,909        114,325         260,932
                                                            ---------    -----------    -----------    ------------
Cash and cash equivalents at the end of the period.......   $ 147,909    $   114,325    $   260,932    $  1,708,738
                                                            ---------    -----------    -----------    ------------
                                                            ---------    -----------    -----------    ------------

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION*
  Cash paid for interest.................................   $      --    $   114,779    $     7,001    $    122,793
                                                            ---------    -----------    -----------    ------------
                                                            ---------    -----------    -----------    ------------
* See Note 14 for supplemental disclosure of noncash investing and financing
  transactions.

   The accompanying notes are an integral part of these financial statements.

                                      F-7
1. ORGANIZATION, BUSINESS AND BASIS OF PRESENTATION

ORGANIZATION AND BASIS OF PRESENTATION

     Greenfield Online, Inc., the "Company," was incorporated in the State of
Connecticut on September 28, 1995. Until May 17, 1999, one person owned the
capital stock of the Company. On May 17, 1999, management and a group of new
investors executed a management buyout in which approximately 97% of the
outstanding common stock of the Company was acquired by a group of new investors
led by Greenfield Holdings, LLC., "Greenfield Holdings". Greenfield Holdings was
formed for the sole purpose of acquiring the Company in the management buyout.

     As a result of the management buyout effective May 17, 1999, a change in
control occurred, and a new reporting entity exists. For purposes of
presentation and disclosure, we refer to the Company as the Predecessor as of
and for all periods up to the point of the management buyout and as the
Successor as of and for all periods thereafter. Because the financial statements
of the Successor are not directly comparable to those of the Predecessor, a dark
bar has been inserted in the accompanying financial statements to clearly
separate the financial position, results of operations and cash flows of the
Company before and after the change in control. These financial statements
present the operations of the Successor and the Predecessor. The financial
statements also reflect "push-down" accounting in accordance with SEC Staff
Accounting Bulletin No. 54, "SAB 54", with respect to the management buyout. See
Note 3. In February of 2000, the Company changed its state of incorporation from
Connecticut to Delaware.

BUSINESS

     The Company conducts business-to-business marketing research services
through the use of the Internet. The Company has developed proprietary automated
methodologies in which surveys are created and delivered to the Company's
community of online survey respondents or "Panelists". The surveys are then
tabulated and are used as a basis for custom research projects conducted by the
Company. In addition, the Company has developed other products that provide
"do-it-yourself" capabilities for market researchers, in which surveys may be
created and delivered by the market researcher with minimal Company
intervention. Further, the Company has developed a service which provides the
client access to online focus groups and the Company has developed syndicated,
multi-client products which are sold on a subscription basis.

     The Company has a limited operating history and its prospects are subject
to the risks, expenses and uncertainties frequently encountered by companies in
the new and rapidly evolving markets for Internet products and services. These
risks include the failure to further develop and extend the Company's online
research products, the rejection of Internet-based marketing research by
companies in favor of more traditional methods, the inability of the Company to
maintain and increase its online survey panel, failure to compete effectively
for new customers, as well as other risks and uncertainties. In the event the
Company does not successfully implement its business plan, certain assets may
not be recoverable.

     The Company has consistently sustained net losses and negative cash flows
from operations and maintains a working capital deficiency. As a result of the
management buyout, the Company became highly-leveraged. The Company's ability to
meet its obligations in the ordinary course of business is dependent upon its
ability to attract capital from new and existing investors. To date, the Company
has been able to attract sufficient capital to support its operating needs and
meet its obligations as they come due. During 1999, the Company received
approximately $27 million of debt and equity financing from various sources,
including investors participating in the management buyout, as well as financial
institutions. In 2000, the Company closed on additional debt financing in the
amount of approximately $5 million, and an additional $5.4 million in equity.
See Note 15. These funds are being used to expand its operations, including
hiring additional employees and continuing to invest in proprietary Internet
survey products and technologies. Management believes that these funds, together
with available cash are sufficient to support the Company's operations at least
through March 2001.

     In addition, to further expand its operations the Company plans to seek
additional capital, including sale of a portion of its common stock in an
initial public offering, or additional private debt and equity financing.

                                      F-8
1. ORGANIZATION, BUSINESS AND BASIS OF PRESENTATION--(CONTINUED)
However, there can be no assurance that the Company will successfully complete
an initial public offering or that it will be able to attract further capital to
support this expansion.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

USE OF ESTIMATES

     The accompanying financial statements are prepared in conformity with
generally accepted accounting principles which require management to make
estimates and assumptions that affect the reported amount of assets and
liabilities and disclosures of contingent liabilities, if any, at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.

REVENUE RECOGNITION

     The Company recognizes revenue for customized (nonrecurring) research
services in the period in which the product is delivered. Custom research
products are delivered within a short period generally ranging from a few days
to eight weeks. An appropriate deferral is made for costs related to contracts
in process. Syndicated (recurring) research services are sold on a subscription
basis for periods of up to one year. Subscription revenues are recognized
ratably over the term of the related contract as services are provided. Billings
rendered in advance of performance of services, as well as customer deposits
received in advance, are recorded as deferred revenue. Provision for estimated
contract losses, if any, is made in the period such losses are determined.

PANEL ACQUISITION EXPENSES

     Costs associated with establishing and maintaining panels of potential
survey respondents are expensed as incurred. The costs to acquire these
web-based panelists approximated $61,135, $62,682, $27,349 and $112,531 in the
years ended December 31, 1997 and 1998, and the periods from January 1, 1999
through May 16, 1999 and from May 17, 1999 through December 31, 1999,
respectively.

SOFTWARE COSTS

     The Company has adopted Statement of Position 98-1, "Accounting for the
Costs of Computer Software Developed or Obtained for Internal Use", SOP 98-1.
SOP 98-1 requires companies to capitalize costs of computer software developed
or obtained for internal use, provided that such costs are not research and
development. The Company develops new proprietary products and technology
through its internal research and development group and through use of outside
technology developers.

     All costs associated with development of code, and purchase or license of
software from external vendors which is used to run the Company's web operations
are capitalized and amortized over the estimated useful life, two years.

     The Company expenses as incurred all costs associated with new product
development whether performed by employees or outside consultants, including
reengineering, process mapping, feasibility studies, data conversion, and
training and maintenance. In addition, the Company expenses as incurred the
costs associated with maintenance and upgrades of current technologies. Such
costs are included in research and development in the statement of operations.

                                      F-9
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES--(CONTINUED)
CASH AND CASH EQUIVALENTS

     Cash equivalents consist of highly liquid investments with maturities of
three months or less at the date of purchase.

FAIR VALUE OF FINANCIAL INSTRUMENTS

     Cash, accounts receivable, accounts payable and accrued expenses are valued
at their carrying amounts, which approximate their fair value. The face value of
the term loan and note payable to stockholder approximate their fair value. The
term loan and note payable to stockholder are included in the balance sheet at
their face amount net of an applicable discount. The fair value of such debt is
estimated based on quoted market prices for the same or similar issues offered
to the Company for debt with the same or similar remaining maturities and terms.
Discounts are based upon the estimated relative fair value of common stock
purchase warrants issued with the debt.

CONCENTRATION OF CREDIT RISK AND SIGNIFICANT CUSTOMERS

     Financial instruments which potentially expose the Company to
concentrations of credit risk consist principally of accounts receivable. The
Company controls this risk through credit approvals and ongoing credit
evaluations of its customers' financial condition. The Company periodically
reviews accounts receivable for collectibility and provides for an allowance for
doubtful accounts to the extent that amounts are not expected to be collected.
The allowance for doubtful accounts was $0 and $67,058 at December 31, 1998 and
1999, respectively. Based upon the existing client portfolio and limited
historical write-offs, management believes that the reserve for doubtful
accounts is adequate.

     For the year ended December 31, 1997, 18% and 15% of total revenue was from
two customers and 13% were from one customer for the year ended December 31,
1998. For the periods from January 1, 1999 through May 16, 1999 and from
May 17, 1999 through December 31, 1999 no single customer represented greater
than 10% of the Company's revenues.

     For the year ended December 31, 1997, 16% and 13% of the Company's accounts
receivable balance were from two customers. The Company had no single customer
that represented greater than 10% of its accounts receivable balance at December
31, 1998 or 1999.

FIXED ASSETS

     Fixed assets are stated at cost. Depreciation of fixed assets is calculated
on the straight-line basis over the estimated useful lives of the assets, which
are generally 2 to 7 years. Leasehold improvements are amortized on the
straight-line method over the estimated useful life of the assets, or lease
term, whichever is shorter. Maintenance and repairs for fixed assets are
expensed as incurred. Retirements or dispositions of fixed assets are included
in income on a net basis. Assets to be disposed of are reported at the lower of
the carrying value or fair value less estimated costs of disposal.

GOODWILL AND INTANGIBLE ASSETS

     Goodwill and certain intangible assets were recorded through the
application of "push-down" accounting in accordance with SEC Staff Accounting
Bulletin No. 54 in connection with the management buyout transaction described
in Note 3. Goodwill and identifiable intangible assets are amortized on a
straight-line basis over the estimated period of benefit, which ranges from 2 to
4 years. For the period from May 17, 1999 through December 31, 1999,
amortization of goodwill and intangibles was $3,277,221.

     The Company periodically evaluates the carrying value of its long-lived
assets. Impairment charges are recorded when indicators of impairment are
present and the undiscounted future cash flows estimated to be generated by the
underlying assets are less than the assets' carrying amounts. If such assets are
determined to be impaired, the impairment to be recognized is measured as the
amount by which the carrying amount of the assets exceeds the estimated fair
value of the assets. To date, no such impairment charges have been required.

                                      F-10
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES--(CONTINUED)
INCOME TAXES

     For the years ended December 31, 1997 and 1998 and the period from January
1, 1999 through May 16, 1999, the Company elected to be taxed and operated as an
S-Corporation and, therefore, was exempt from taxation under the provisions of
the Internal Revenue Code, the "Code," and applicable state tax regulations.
Under the provisions of the Code, the stockholders include their pro rata share
of the Company's income or loss on their personal income tax returns. Subsequent
to May 16, 1999, the Company converted to a C-Corporation and became subject to
Federal and state corporate income taxes.

     The Company uses the liability method of accounting for income taxes, as
set forth in Statement of Financial Accounting Standards No. 109, Accounting for
Income Taxes, SFAS No. 109. Under this method, deferred tax assets and
liabilities are recognized for the expected future tax consequences of temporary
differences between the carrying amounts and the tax basis of assets and
liabilities and net operating loss carryforwards, all calculated using presently
enacted tax rates. The income tax information included on the face of the
statements of operations and in Note 11 is presented in accordance with SFAS
No. 109.

STOCK-BASED COMPENSATION

     The Company applies Accounting Principles Board Opinion No. 25, Accounting
for Stock Issued to Employees, "APB No. 25", and related interpretations in
accounting for its employee stock option plan and stock awards, and has adopted
the disclosure-only provisions of Statement of Financial Accounting Standards
No. 123, Accounting for Stock-Based Compensation, "SFAS No. 123" for such
awards. Under APB No. 25, compensation is determined to the extent that the fair
value of the underlying stock on the date of grant exceeds the exercise price of
the employee stock option or stock award. Compensation so determined is deferred
in stockholders' equity (deficit) and then recognized over the service period
for the stock option or award.

     Stock based transactions with non-employees are accounted for under SFAS
123 based on the fair value of the consideration received or the fair value of
the equity instruments issued, which ever is more reliably measurable. The fair
value of such equity instruments is determined using the Black-Scholes pricing
model and accounted for in the same manner as if the Company had paid cash for
goods and services instead of paying with equity instruments.

EARNINGS (LOSS) PER SHARE

     The Company computes net loss per share pursuant to Statement of Financial
Accounting Standards No. 128, Earnings Per Share, and SEC Staff Accounting
Bulletin No. 98. Basic net loss per share is computed by dividing net loss by
the weighted average number of shares of the Company's common stock outstanding
during the period.

     For the years ended December 31, 1997 and 1998 and the period from January
1, 1999 through May 16, 1999 there were no outstanding equity instruments
convertible into common stock. For the period from May 17, 1999 to December 31,
1999 options to purchase 3,804,050 shares of common stock and warrants to
purchase 167,808 shares common stock were excluded from the calculation of
diluted earnings per share because including them would have been antidilutive.

     Pro Forma (Unaudited): Pro forma net loss per share adjusts net loss per
share to reflect the assumed issuance of           common shares to fund the
cash payment to stockholders of $14,136,452 at the initial public offering date
for the redemption of the note payable to stockholder.

COMPREHENSIVE INCOME

     The Company adopted, in 1999, the accounting treatment prescribed by
Statement of Financial Accounting Standards No. 130, Reporting Comprehensive
Income. The adoption of this statement had no impact on the Company's financial
statements for the periods presented.

                                      F-11
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES--(CONTINUED)
RECENT ACCOUNTING PRONOUNCEMENTS

     In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 133, Accounting for Derivative Instruments
and Hedging Activities, "SFAS No. 133". The new standard establishes accounting
and reporting standards for derivative instruments, including certain derivative
instruments embedded in other contracts, and for hedging activities. SFAS No.
133 is effective for the Company beginning in fiscal 2001. Management does not
expect SFAS No. 133 to have a material effect on the financial position, results
of operations or cash flows of the Company.

     In December 1999, the Securities and Exchange Commission issued Staff
Accounting Bulletin No. 101, Revenue Recognition, "SAB 101," which provides
guidance on the recognition, presentation and disclosure of revenue in financial
statements filed with the Securities and Exchange Commission. SAB 101 outlines
the basic criteria that must be met to recognize revenues and provides guidance
for disclosures related to revenue recognition policies. Management believes
that its revenue recognition policies and practices are in conformance with SAB
101.

3. MANAGEMENT BUYOUT AND LEVERAGED RECAPITALIZATION TRANSACTION

     As disclosed in Note 1, a change in control occurred via a management
buyout effective May 17, 1999. The transaction was structured as a leveraged
recapitalization, and was executed in three broad steps. First, the existing
common stock of the Company was split into two classes, Class A and Class B,
with substantially the same rights. All shares outstanding at the time were
owned by the sole stockholder of the Predecessor, and were converted into Class
A stock, and Class B stock was reserved for the new investors. Second, new
investors, through Greenfield Holdings, purchased newly issued Class B shares in
exchange for cash. In addition, Greenfield Holdings loaned the Company a
substantial amount in exchange for an unsecured long-term note payable. Third,
using the proceeds from the equity infusion and the borrowings from Greenfield
Holdings, the Company in turn concurrently repurchased substantially all of the
Class A shares outstanding from the sole stockholder of the Predecessor in a
treasury stock transaction. Certain other agreements were executed in connection
with this transaction. The transaction and its effects are described in greater
detail below.

STOCK REPURCHASE AND REDEMPTION AGREEMENT

     On May 17, 1999, pursuant to a Stock Repurchase and Redemption Agreement,
(the "Agreement"), the Successor sold to Greenfield Holdings 21,855,150 shares
of Class B common stock for an aggregate purchase price of $8,863,548. In
addition, pursuant to the Agreement, on May 17, 1999, the Successor redeemed
42,534,000 shares of Class A common stock from the sole stockholder of the
Predecessor for an aggregate purchase price of $17,249,912. The repurchase of
the Class A common stock was funded using the proceeds from the sale of Class B
common stock and the proceeds from the Promissory Note to Greenfield Holdings.

PROMISSORY NOTE

     On May 17, 1999, the Successor received a loan in the form of a Promissory
Note to Greenfield Holdings, in the amount of $14,136,452. The note is unsecured
and bears interest at an escalating rate as follows: May 17, 1999 to May 16,
2001, 7.5% per annum; May 17, 2001 to May 16, 2003, 9.5% per annum; and,
May 17, 2003 to May 17, 2009, 10.5% per annum. The interest is payable annually
on May 17 in cash, or, at the election of the Company, 70% of the interest due
may be paid-in-kind by increasing the amount then outstanding on the note by 70%
of the interest then due. Interest expense is calculated using the effective
interest method over the term of the note, at an effective rate of 9.64%.

     The note has a stated maturity of May 17, 2009. However, it is subject to
mandatory prepayment upon the occurrence of any one of the following events: i)
liquidation of the Company; (ii) merger or consolidation with an aggregate
consideration of greater than $20 million; (iii) disposal of all or
substantially all of the Company's assets, or acquisition of all or
substantially all of the assets of any other entity; (iv) an initial

                                      F-12
3. MANAGEMENT BUYOUT AND LEVERAGED RECAPITALIZATION TRANSACTION--(CONTINUED)
public offering; (v) a change of control wherein Greenfield Holdings ceases to
own at least 40% of the outstanding capital stock of the Company.

     As a result of the management buyout and leveraged recapitalization,
Greenfield Holdings and certain other investors became owners of approximately
97% of all of the outstanding common stock of the Company. The change in
ownership of outstanding common stock was as follows:
OWNERSHIP OF    OWNERSHIP OF
                                                                    PREDECESSOR     SUCCESSOR
                                                                    ------------    ------------
Sole Stockholder of Predecessor..................................       100.0%            3.3%
Greenfield Holdings and investor group...........................         0.0%           96.7%
                                                                       ------          ------
     Total.......................................................       100.0%          100.0%
                                                                       ------          ------
                                                                       ------          ------
As part of the management buyout, the sole stockholder of the Predecessor
had an additional 1.7% contingent ownership interest based upon a revenue
referral agreement. The Greenfield Holdings investor group includes two officers
of the Company that have restricted shares of 4.3% and 0.8%, respectively, that
are earned over a period of four years from the date of the management buyout.
None of these contingent interests were treated as outstanding for purposes of
determining whether substantially all of the Predecessor interest was acquired.

     Management was represented by an advisor who received stock options as
remuneration for the management buyout. As consideration for his assistance, the
advisor, who became a member of the Board of Directors of the Company after the
management buyout, received stock options to purchase 1,233,000 shares of common
stock at an exercise price of $0.005 per share. These options are treated as
issuance costs. The options were immediately vested and were exercisable through
their expiration date of May 17, 2009. The advisor exercised these options in
October 1999. The fair value of these options at issuance was determined using a
Black-Scholes pricing model assuming a volatility rate of 61%, an expected life
of 10 years, no expected dividends and a risk free rate of 5.3%. The fair value
of these options of $443,880 was allocated to the debt and equity proceeds
received in the management buyout on a pro rata basis based upon the relative
value of the debt and equity proceeds. The allocation to the promissory note,
$273,769, is treated as a discount on the note and is being amortized to the
statement of operations as related party interest expense over the term of the
note in accordance with the effective interest method. The unamortized balance
of the debt discount was $256,658 at December 31, 1999, and is included in note
payable to stockholder on the balance sheet. The allocation to the equity
proceeds, $170,111, is included in additional paid-in capital.

     The values assigned by Greenfield Holdings to the Company's net assets are
based upon a valuation study conducted by management with the assistance of an
outside valuation firm. Greenfield Holdings' basis in the net assets of the
Company was then "pushed down" to the Company in accordance with SAB 54.

                                      F-13
3. MANAGEMENT BUYOUT AND LEVERAGED RECAPITALIZATION TRANSACTION--(CONTINUED)
     The following table compares Predecessor and Successor balance sheets as of
the date of the management buyout. The changes reflect the revaluations and
changes in stockholders' equity (deficit) described above.
HISTORICAL                                    ADJUSTED BASIS
                                                       PREDECESSOR     MANAGEMENT      PUSH DOWN        SUCCESSOR
                                                       MAY 17, 1999      BUYOUT*      ADJUSTMENTS     MAY 17, 1999
                                                       ------------    -----------    ------------    --------------
ASSETS
Current assets:
  Cash and cash equivalents.........................   $    260,932    $ 5,250,000    $         --     $  5,510,932
  Accounts receivable, net..........................        791,029             --              --          791,029
  Deferred project costs............................        120,901             --              --          120,901
  Other current assets..............................        128,957             --              --          128,957
                                                       ------------    -----------    ------------     ------------
     Total current assets...........................      1,301,819      5,250,000              --        6,551,819
Property and equipment, net.........................        508,529             --              --          508,529
Internal use software, net..........................        362,782             --         271,691          634,473
Goodwill............................................             --             --      17,823,042       17,823,042
Intangible assets...................................             --             --       2,082,976        2,082,976
                                                       ------------    -----------    ------------     ------------
     Total assets...................................   $  2,173,130    $ 5,250,000    $ 20,177,709     $ 27,600,839
                                                       ------------    -----------    ------------     ------------
                                                       ------------    -----------    ------------     ------------
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
  Accounts payable..................................   $    804,265    $        --    $         --     $    804,265
  Accrued expenses..................................      3,560,139             --              --        3,560,139
  Other current liabilities.........................         75,208             --              --           75,208
  Deferred project revenues.........................        347,639             --              --          347,639
  Due to affiliates.................................         13,469             --              --           13,469
  Deferred tax liability............................             --             --         940,452          940,452
                                                       ------------    -----------    ------------     ------------
     Total current liabilities......................      4,800,720             --         940,452        5,741,172
Note payable to stockholder, net....................             --     13,862,683              --       13,862,683
Other long-term liabilities.........................         69,839             --              --           69,839
                                                       ------------    -----------    ------------     ------------
Total liabilities...................................      4,870,559     13,862,683         940,452       19,673,694
                                                       ------------    -----------    ------------     ------------
Stockholders' equity (deficit):
  Common stock--Class A, 0.01 par value                     450,000             --              --          450,000
  Common stock--Class B, 0.01 par value                          --        218,552              --          218,552
  Additional paid-in capital........................      5,676,581      8,918,765      10,413,247       25,008,593
  Class A treasury stock--at cost...................             --    (17,249,912)             --      (17,249,912)
  Notes receivable from stockholders................             --       (500,088)             --         (500,088)
  Accumulated deficit...............................     (8,824,010)            --       8,824,010               --
                                                       ------------    -----------    ------------     ------------
Total stockholders' equity (deficit)................     (2,697,429)    (8,612,683)     19,237,257        7,927,145
                                                       ------------    -----------    ------------     ------------
Total liabilities and stockholders'
  equity (deficit)..................................   $  2,173,130    $ 5,250,000    $ 20,177,709     $ 27,600,839
                                                       ------------    -----------    ------------     ------------
                                                       ------------    -----------    ------------     ------------
------------------

* Entries reflect the infusion of equity and debt of $8,863,548 and $14,136,452,
  respectively, the issuance of options to the deal advisor, the purchase of
  treasury stock and the issuance of the notes receivable from stockholders, as
  described in Note 12.

                                      F-14
3. MANAGEMENT BUYOUT AND LEVERAGED RECAPITALIZATION TRANSACTION--(CONTINUED)
     Goodwill and identifiable intangibles recognized in connection with the
push-down accounting were as follows at December 31, 1999:
ESTIMATED     SUCCESSOR
                                                                                          USEFUL       DECEMBER 31,
                                                                                          LIVES            1999
                                                                                          ---------    ------------
Goodwill...............................................................................      3.0       $ 17,823,042
Less-accumulated amortization..........................................................                  (2,970,507)
                                                                                                       ------------
                                                                                                       $ 14,852,535
                                                                                                       ------------
                                                                                                       ------------
Intangible assets:
  Panel members........................................................................      4.0       $    711,752
  Customer base........................................................................      2.5            382,475
  Workforce............................................................................      3.5            988,749
                                                                                                       ------------
                                                                                                          2,082,976
Less-accumulated amortization..........................................................                    (306,714)
                                                                                                       ------------
                                                                                                       $  1,776,262
                                                                                                       ------------
                                                                                                       ------------
4. OTHER CURRENT ASSETS

     Other current assets consisted of the following:
PREDECESSOR      SUCCESSOR
                                                          ------------    ------------
                                                          DECEMBER 31,    DECEMBER 31,
                                                            1998             1999
                                                          ------------    ------------
Prepaid advertising....................................      $   --         $317,960
Security deposits......................................       7,951          226,720
Other..................................................          --          203,048
                                                             ------         --------
                                                             $7,951         $747,728
                                                             ------         --------
                                                             ------         --------
5. PROPERTY AND EQUIPMENT, NET

     Property and equipment, net consists of the following:
PREDECESSOR      SUCCESSOR
                                           ESTIMATED        ------------    ------------
                                            USEFUL          DECEMBER 31,    DECEMBER 31,
                                           LIVES - YEARS       1998            1999
                                           -------------    ------------    ------------
Furniture and fixtures..................           7         $   91,832      $  112,488
Leasehold improvements..................           2*            88,404         113,824
Office equipment........................       3 - 5            419,107       1,515,445
Telephone system........................           5              8,573          46,989
                                               -----         ----------      ----------
                                                                607,916       1,788,746
Less--accumulated depreciation and
  amortization..........................                       (143,460)       (511,116)
                                                             ----------      ----------
                                                             $  464,456      $1,277,630
                                                             ----------      ----------
                                                             ----------      ----------
------------------
* Life of underlying lease.

     Depreciation and amortization expense for these items amounted to $25,314,
$113,682, $74,433, and $305,223 in the years ended December 31, 1997 and 1998
and the periods from January 1, 1999 through May 16, 1999 and from May 17, 1999
through December 31, 1999, respectively.

                                      F-15
6. INTERNAL USE SOFTWARE, NET

     Internal-use software, net consists of the following:
PREDECESSOR      SUCCESSOR
                                              ESTIMATED    ------------    ------------
                                              USEFUL       DECEMBER 31,    DECEMBER 31,
                                               LIFE           1998            1999
                                              ---------    ------------    ------------
Internal use software......................        2        $  601,714      $1,585,957
Less--accumulated depreciation.............                   (267,370)       (609,803)
                                                            ----------      ----------
                                                            $  334,344      $  976,154
                                                            ----------      ----------
                                                            ----------      ----------
Depreciation related to internal use software amounted to $59,650,
$208,194, $81,250 and $261,183 in the years ended December 31, 1997 and 1998 and
the periods from January 1, 1999 through May 16, 1999 and from May 17, 1999
through December 31, 1999, respectively.

     Software costs expensed as incurred and charged to research and development
expense amounted to $59,650, $88,893, $98,568 and $522,945 in the years ended
December 31, 1997 and 1998 and the periods from January 1, 1999 through May 16,
1999 and from May 17, 1999 through December 31, 1999, respectively.

7. ACCRUED EXPENSES

     Accrued expenses consisted of the following:
PREDECESSOR      SUCCESSOR
                                                          ------------    ------------
                                                          DECEMBER 31,    DECEMBER 31,
                                                             1998            1999
                                                          ------------    ------------
Employee bonuses.......................................     $ 61,425       $  833,822
Accrued interest related party.........................           --          855,109
Other..................................................      226,060          480,538
                                                            --------       ----------
                                                            $287,485       $2,169,469
                                                            --------       ----------
                                                            --------       ----------
8. RELATED PARTY TRANSACTIONS

GREENFIELD HOLDINGS

     The Company, as part of the management buyout and leveraged
recapitalization, received a promissory note from Greenfield Holdings. See
Note 3. The carrying amount of this note at December 31, 1999 of $13,879,794 is
included on the balance sheet as Note Payable to Stockholder, and the interest
expense related to this note is included in the statement of operations as
related party interest expense. Interest expense is calculated using the
effective interest method over the term of the note.

     Two management team members purchased equity shares in Greenfield Holdings
as a part of the leveraged recapitalization transaction. These investments
represent a 1.087% and 0.652% equity share in Greenfield Holdings.

I-GAIN

     In 1999, the Company entered into a relationship with I-Gain, an incentive
and loyalty reward company, in which I-Gain pays cash awards to panelists on a
random drawing basis on behalf of the Company. I-Gain receives a fee of $0.50
per transaction. A member of the Company's management team holds a 10% ownership
interest in I-Gain. The total costs incurred for this arrangement with I-Gain in
the periods from January 1, 1999 through May 16, 1999 and from May 17, 1999
through December 31, 1999 were $258,310 and $590,610, respectively. These fees
are included in cost of revenues.

                                      F-16
8. RELATED PARTY TRANSACTIONS--(CONTINUED)
GREENFIELD CONSULTING GROUP, INC.

     In December 1999, the Company entered into a two-year agreement with
Greenfield Consulting Group, Inc., "Greenfield Consulting." Greenfield
Consulting is wholly owned by the sole stockholder of the Predecessor. Under the
two-year agreement, Digital Idea, Inc., a subsidiary of Greenfield Consulting
would exclusively purchase qualitative and quantitative market research data
from the Company at reduced rates. In turn, the Company agreed to not enter into
any exclusive provider arrangement with any other internet-focused strategic
consulting services company in the marketing services category. During the
period from May 17, 1999 through December 31, 1999, the Company earned revenues
of $26,200 from Digital Idea, Inc. related to these services.

     On May 14, 1999, the Company entered into a three-year agreement with
Greenfield Consulting in which Strategic Focus, Inc., a subsidiary of Greenfield
Consulting, would provide certain support services for the Company's Focus Chat
business, which provides the Company's clients access to online focus groups.
The agreement required the Company to rely exclusively on Strategic Focus, Inc.
for these support services. In January 2000, Strategic Focus, Inc. was dissolved
and the contract became null and void. During the period from May 17, 1999
through December 31, 1999, the Company incurred expenses of $21,563 related to
this agreement.

     On May 17, 1999, the Company entered into a Transition Services Agreement
with Greenfield Consulting in which the Company would share services related to
accounting, human resources and office administration through December 31, 1999.
The agreement could be terminated at any time given mutual agreement between the
Company and Greenfield Consulting. This agreement was terminated effective
November 30, 1999. During the period from May 17, 1999 through December 31,
1999, the Company paid fees for shared services of $49,482 to Greenfield
Consulting.

     On May 17, 1999, the Company entered into a sublease agreement with
Greenfield Consulting wherein it sublet an aggregate of 9,411 square feet from
Greenfield Consulting in their Westport, Connecticut office. The agreement was
effective through August 31, 1999; however, it could be extended on a
month-to-month basis through December 31, 1999. The sublease was extended
through November 30, 1999. During the period from May 17, 1999 through
December 31, 1999, the Company incurred expenses of $129,687 related to this
agreement.

MESCO, LTD.

     In 1999, the Company paid a total of $32,500 in consulting fees to Mesco,
Ltd., a consulting firm in which one of the Company's directors, who is also a
stockholder, is a principal. These consulting fees were paid at a fixed rate of
$5,000 per month. Under the agreement with Mesco, Ltd., Mesco provides business
and financial consulting services to the Company. This agreement can be
terminated at any time by either party.

FORGIVENESS OF PAYABLE TO AFFILIATE

     During the period from January 1, 1999 through May 16, 1999, the sole
stockholder of the Predecessor forgave a loan due to him from the Predecessor in
the amount of $2,788,665. Additionally, Greenfield Consulting, wholly owned by
the sole stockholder of the Predecessor, forgave $1,787,916 of intercompany
advances to the Predecessor. The forgiveness of the $4,576,581 of payables
during the period from January 1, 1999 through May 16, 1999 has been accounted
for as an additional contribution of capital to the Predecessor company.

9. TERM LOAN AND REVOLVING CREDIT FACILITY

     On December 3, 1999, the Company entered into a Loan and Security Credit
Agreement that provides a credit line of $6.0 million, "the credit facility".
The credit facility is comprised of a one-year term loan in the amount of $4.0
million and a revolving credit line of up to $2.0 million. The revolving credit
line is based upon an 85% advance rate on eligible accounts receivable. The
credit facility bears interest monthly at

                                      F-17
9. TERM LOAN AND REVOLVING CREDIT FACILITY--(CONTINUED)
a rate equal to the highest LIBOR rate in effect during the month plus 5% per
annum, provided that the interest rate in effect in each month shall not be less
than 8% per annum. The credit facility was originally to mature on November 30,
2000 at which time it automatically would renew, subject to the terms and
conditions as set forth in the credit facility. The credit facility is
collateralized by the general assets of the Company, including security in the
Company's patents, trademarks and copyrighted works. The credit facility carries
a mandatory repayment if the Company completes an initial public offering of its
equity securities.

     As of December 31, 1999, the outstanding borrowings on the term loan were
$4.0 million. The Company had not used the revolving credit line and, as such,
had no outstanding balance at December 31, 1999. The interest rate at
December 31, 1999 was 11.5%.

     In conjunction with the credit facility, the Company issued a warrant to
purchase 167,808 shares of its Class A common stock to the debt holder. See Note
12. The warrant has an exercise price of $3.58 per share, and is fully
exercisable through its expiration date of December 3, 2003. The fair value of
the warrant was determined using the Black-Scholes pricing model assuming a
volatility rate of 61%, an expected life of 4 years, no expected dividends and a
risk free rate of return of 5.9%. The gross proceeds of the debt financing were
then allocated between the debt and the warrants based on the estimated fair
values of both instruments. The relative fair value assigned to the warrants of
$960,736 was recorded as a discount to the term loan. This discount is being
amortized as interest expense over the term of the loan using the effective
interest method. Amortization of the discount was $80,061 in the period from May
17, 1999 to December 31, 1999. See Note 12 for warrants. The borrowings under
this agreement are reported in the balance sheet as term loan, net and are net
of unamortized discount of $880,675.

10. COMMITMENTS AND CONTINGENCIES

LEASE COMMITMENTS AND OBLIGATIONS

     Assets under capital leases are summarized below:
PREDECESSOR      SUCCESSOR
                                                          ------------    ------------
                                                          DECEMBER 31,    DECEMBER 31,
                                                             1998            1999
                                                          ------------    ------------
Equipment..............................................     $148,354        $803,358
Less--accumulated depreciation.........................      (24,317)       (182,118)
                                                            --------        --------
Assets under capital leases, net.......................     $124,037        $621,240
                                                            --------        --------
                                                            --------        --------
Future minimum lease payments under capital leases and noncancelable
operating leases as of December 31, 1999 are as follows:
CAPITAL     OPERATING
                                                            ---------    ----------
Years Ending December 31:
2000.....................................................   $ 419,290    $  758,710
2001.....................................................     266,814       583,123
2002.....................................................     138,856       544,357
2003.....................................................         670       515,219
2004 and beyond..........................................          --     2,310,005
                                                            ---------    ----------
     Total minimum lease payments........................     825,630    $4,711,414
                                                                         ----------
                                                                         ----------
     Amount representing interest........................    (128,918)
                                                            ---------
     Present value of minimum lease payments.............     696,712
     Less current portion................................    (335,771)
                                                            ---------
     Noncurrent portion..................................   $ 360,941
                                                            ---------
                                                            ---------
The current portion of capital lease obligations is included in the balance
sheet in other current liabilities and the noncurrent portion is included in
other long-term liabilities.

                                      F-18
10. COMMITMENTS AND CONTINGENCIES--(CONTINUED)
     Total rental expense for operating leases was $61,447, $262,650, $126,359
and $267,133, in the years ended December 31, 1997 and 1998 and the periods from
January 1, 1999 through May 16, 1999 and from May 17, 1999 through December 31,
1999.

COMMITMENTS

     The Company entered into agreements during 1999 committing to pay
$2,271,000 during the year ended December 31, 2000. Of this amount, $1,971,000
pertains to panel acquisition expenses and $300,000 pertains to security
deposits on leased office space.

EMPLOYMENT AGREEMENTS

     The Company maintains employment agreements with the key officers of the
Company. The employment agreements contain provisions for minimum compensation
levels. In addition, three of the agreements contain severance provisions and
one contains a provision for key man life insurance.

LITIGATION

     The Company, in the ordinary course of business, is subject to various
legal proceedings. While it is impossible to determine the ultimate outcome of
these matters, it is management's opinion that the resolution of these matters
will not have a material adverse effect on the financial position, results of
operations and cash flows of the Company.

11. INCOME TAXES

     Deferred income taxes reflect the net tax effects of temporary differences
between the carrying amounts of assets and liabilities for financial reporting
purposes and amounts used for income tax purposes. The net deferred tax assets
recorded in 1999 are primarily related to federal and state net operating loss
carryforwards and other temporary differences generated for the period from May
17, 1999 through December 31, 1999.

     Income tax benefit for the period from May 17, 1999 through December 31,
1999 included the following:
CURRENT     DEFERRED       TOTAL
                                                          ---------    ---------    ---------
Federal................................................   $      --    $(800,589)   $(800,589)
State..................................................          --     (139,863)    (139,863)
                                                          ---------    ---------    ---------
                                                          $      --    $(940,452)   $(940,452)
                                                          ---------    ---------    ---------
                                                          ---------    ---------    ---------
The components of deferred income taxes at December 31, 1999 are presented
below:
Deferred tax assets:
  Net operating loss carryforwards..............................................   $1,392,250
  Deferred revenues.............................................................      526,293
  Unearned stock-based compensation.............................................      350,274
  Related party interest expense, net...........................................      341,688
  Other deferred tax assets.....................................................      339,513
                                                                                   ----------
Gross deferred tax asset........................................................    2,950,018
Deferred tax liabilities:
Purchase accounting temporary differences.......................................     (828,622)
Net deferred tax asset..........................................................    2,121,396
Less--valuation allowance.......................................................   (2,121,396)
                                                                                   ----------
Net deferred tax asset..........................................................   $       --
                                                                                   ----------
                                                                                   ----------
A full valuation allowance was recorded against net deferred tax asset
because their realizability is subject to future events, including generating
sufficient taxable income, the likelihood of which cannot be

                                      F-19
11. INCOME TAXES--(CONTINUED)
determined at this time. The Company continually reviews the adequacy of the
valuation allowance and will recognize these benefits only as and when
reassessment indicates that it is more likely than not that the benefits will be
realized.

     The Connecticut state and federal net operating loss carryforwards (NOLs)
of approximately $3,486,000 each expire at various times through 2004 for
Connecticut and 2019 for Federal purposes.

     The differences between the income tax benefit at the U.S. statutory rate
and the effective rate are summarized as follows:
Federal statutory rate..............................................................     34.00%
State statutory rate................................................................      5.94%
Unearned stock-based compensation...................................................    (11.95%)
Goodwill amortization...............................................................     (7.20%)
Valuation allowance.................................................................    (14.40%)
                                                                                       -------
     Effective tax rate.............................................................      6.39%
                                                                                       -------
                                                                                       -------
12. STOCKHOLDERS' EQUITY

COMMON STOCK

     Effective with the management buyout (see Note 3), the Company has two
classes of common stock, Class A and Class B. The Class B common stock has a
preference over the Class A in liquidation. In liquidation the Class B common
stock receives a 7% cumulative return on its original price per share.

STOCK REPURCHASE AND REDEMPTION

     On May 17, 1999, pursuant to the Stock Purchase and Redemption Agreement,
the Company sold to Greenfield Holdings 21,855,150 shares of Class B common
stock for an aggregate purchase price of $8,863,548. In addition, pursuant to
the Agreement, on May 17, 1999, the Company redeemed 42,534,000 shares of
Class A common stock from the sole stockholder of the Predecessor for an
aggregate purchase price of $17,249,912. See Note 3.

NOTES RECEIVABLE FROM STOCKHOLDERS

     In conjunction with the management buyout on May 17, 1999 (see Note 3), the
Company paid $500,088 to the former sole stockholder of the Predecessor on
behalf of two officers of the Company. In exchange, these employees issued to
the Company two nonrecourse promissory notes in the amounts of $425,075 and
$75,013, respectively. The cash paid to the employees was used to purchase
1,048,050 and 184,950 shares, respectively, of Class A common stock from the
sole stockholder of the Predecessor. The promissory notes are collateralized
with the shares of the Company's Class A common stock and bear interest at a
rate of 5.3% per year. The Company's sole recourse against the employees is
limited to the Class A common stock. Principal and interest may be prepaid in
whole or in part at any time without penalty.

     The stock purchased by the employees with the proceeds of these notes is
restricted since the Company has the right to repurchase the stock for its
original purchase price from either one of the officers if their employment
terminates for any reason. The restrictions on the stock lapse and the stock
becomes vested 25% one year after the management buyout and 12.5% each six-month
period thereafter until four years have expired.

     Under Emerging Issues Task Force Abstract 95-16, Accounting for Stock
Compensation Arrangements with Employer Loan Features, "EITF 95-16," these
nonrecourse notes receivable, collateralized by stock, are treated as a stock
option award with variable plan accounting treatment. Accordingly, the Company
has recognized a stock based compensation charge, and related increase in
additional paid-in capital, of $4,306,435 for the period from May 17, 1999
through December 31, 1999, related to these notes receivable. This charge is
calculated as the excess of the estimated fair value of the common stock at
December 31,

                                      F-20
12. STOCKHOLDERS' EQUITY--(CONTINUED)
1999, over the value of the common stock at issuance, multiplied by the number
of shares held by the employees and an applicable vesting percentage.

UNEARNED STOCK-BASED COMPENSATION

     In connection with certain stock option and warrant grants from May 17,
1999 through December 31, 1999, the Company recorded unearned stock-based
compensation totaling $7,665,421, which is being amortized to operations over
the related service periods, generally four years. The Company has amortized
$435,654 of stock-based compensation expense in the statement of operations in
the period from May 17, 1999 through December 31, 1999 related to these option
grants. Stock-based compensation expense for the period from May 17, 1999
through December 31, 1999 totaled $5,182,715, including compensation expense of
$440,626 for certain options with immediate vesting and $4,306,435 related to
the notes receivable from key employees.

TREASURY STOCK

     The Company accounts for treasury stock under the cost method. On May 17,
1999, the Company repurchased 42,534,000 shares of its Class A common stock for
$17,249,912 as part of the management buyout and leveraged recapitalization
transaction as described in Note 3.

WARRANTS

     On December 3, 1999, in conjunction with the establishment of the credit
facility, see Note 8, the Company issued a warrant to purchase 167,808 shares of
Class A common stock at an exercise price of $3.58 per share to a debt holder.
The warrant is exercisable immediately and expires on December 3, 2003. This
warrant was outstanding at December 31, 1999. See Note 9.

STOCK OPTIONS

     In the period ending December 31, 1999, the Board of Directors of the
Company authorized and reserved 4,238,550 shares of Class A common stock for
issuance under its stock option plan. There were 434,500 shares available for
future grant at December 31, 1999.

13. 1999 STOCK OPTION PLAN

     On May 12, 1999, the Company adopted a non-qualified stock option plan that
enables key employees, directors and consultants of the Company to purchase
shares of common stock of the Company. The Company grants options to purchase
its common stock, generally at fair value at the date of grant based upon
valuations determined by management and the Board of Directors. Options
generally vest over a period up to 4 years and expire after 10 years from the
date of grant.

     Stock option activity is as follows:
WEIGHTED AVERAGE
                                                                                NUMBER OF SHARES    PRICE PER SHARE
                                                                                ----------------    ----------------
Outstanding at May 17, 1999..................................................              --                --
  Granted....................................................................       3,804,050            $ 0.27
  Canceled...................................................................              --                --
  Exercised..................................................................       1,335,500            $ 0.03
                                                                                   ----------
Outstanding at December 31, 1999.............................................       2,468,550            $ 0.40
                                                                                   ----------
                                                                                   ----------
Under the provisions of SFAS No. 123, Accounting for Stock-Based
Compensation, the Company has elected to continue to account for its stock
option plan in accordance with the provisions of APB No. 25. Had compensation
cost for the Company's employee stock option plan been determined consistent
with the

                                      F-21
13. 1999 STOCK OPTION PLAN--(CONTINUED)
provisions of SFAS No. 123, the Company's net loss and net loss per share would
have been the pro forma amounts indicated below:
BASIC AND DILUTED
                                                                                                   NET LOSS
                                                                       NET LOSS                    PER SHARE
                                                             ----------------------------    ---------------------
                                                                  AS             PRO           AS          PRO
                                                               REPORTED         FORMA        REPORTED     FORMA
                                                             ------------    ------------    --------    ---------
May 17, 1999 to December 31, 1999.........................   $(13,787,921)   $(13,810,863)    $(0.56)     $ (0.56)
For the periods ended December 31, 1997 and 1998 and for the period from
January 1, 1999 through May 11, 1999, the Company did not have a stock option
plan in effect.

     For purposes of this disclosure, the fair value of each option grant was
estimated on the date of grant using the Black-Scholes option pricing model with
the following weighted average assumptions used for grants outstanding in 1999.
1999
                                                                      ----
Risk-free interest rate............................................    5.9%
Weighted average expected life (years).............................      5
Volatility factor..................................................     61%
Expected dividends.................................................      0
The following represents additional information about stock options
outstanding at December 31, 1999:
OPTIONS OUTSTANDING
---------------------------------------------------------------        OPTIONS EXERCISEABLE
                                                       WEIGHTED     --------------------------
                                    WEIGHTED           AVERAGE                      WEIGHTED
                                     AVERAGE           EXERCISE                     AVERAGE
    RANGE OF                        REMAINING LIFE      PRICE                       EXERCISE
EXERCISE PRICES       NUMBER        CONTRACTUAL          PER         NUMBER         PRICE (PER
   PER SHARE        OUTSTANDING      (YEARS)            SHARE       EXERCISABLE      SHARE)
----------------    -----------     --------------     --------     -----------     ----------
$0.31--$0.49         1,877,450            9.6           $ 0.31         4,500          $ 0.31
$0.50--$0.74           290,600            9.5           $ 0.51         4,500          $ 0.51
$0.75--$0.88           300,500            9.9           $ 0.87         4,500          $ 0.87
14. SUPPLEMENTAL DISCLOSURE OF NONCASH TRANSACTIONS

JANUARY 1, 1999 THROUGH MAY 16, 1999

     Prior to the management buyout transaction disclosed in Note 3, the former
sole shareholder and a related party forgave their respective loan balances in
the amounts of $2,788,665 and $1,787,916, respectively, through a capital
contribution.

MAY 17, 1999 THROUGH DECEMBER 31, 1999

     The relative fair value of the warrants issued in conjunction with the term
loan was $960,736 and was recorded as a discount to the term loan. See Note 9.

     The relative fair value of the stock options assigned to the note payable
to stockholder was $273,769 and was recorded as a discount to the note payable
to stockholder. See Note 3.

     During the year ended December 31, 1998 and the period from May 17, 1999
through December 31, 1999, the Company entered into several capital lease
obligations to purchase fixed assets in the amounts of $148,354 and $655,004,
respectively.

15. SUBSEQUENT EVENTS

     In February of 2000, the Company changed its state of incorporation from
Connecticut to Delaware.

                                      F-22
15. SUBSEQUENT EVENTS--(CONTINUED)
     On March 3, 2000, the Board of Directors of the Company voted to amend its
articles of incorporation to increase the number of common shares authorized by
the Company to 100,000,000. In addition, the Company amended its articles of
incorporation and executed a 2-for-1 stock split. All references to common stock
amounts, shares and per share data included in the financial statements and
related footnotes have been adjusted to give retroactive effect to this stock
split.

     On March 3, 2000, the Company entered into a subordinated credit facility,
the "Subordinated Credit Line," with the Greenfield Holdings. The Subordinated
Credit Line allows for the Company to borrow up to $5.0 million from Greenfield
Holdings at an interest rate of 10% per year. This Subordinated Credit Line
matures at June 30, 1999. The facility includes 139,860 warrants issued to
Greenfield Holdings at an exercise price of $3.58 per share which expire on
March 3, 2004. The subordinated credit facility has a mandatory prepayment if
the Company completes an initial public offering. On March 3, 2000, the Company
received $2.5 million of cash under this Subordinated Credit Line.

     On March 3, 2000, the Company amended the nonrecourse notes receivable from
the two employees of the Company described in Note 12. Under the amendment, the
notes were made recourse notes. As such, variable plan accounting ceases.

UNAUDITED

     Effective March 10, 2000, the Company entered into an agreement that
extended the maturity date of the Subordinated Credit Line to the earlier of
June 30, 2001 or the closing of an initial public offering. As consideration for
the extension of the maturity date, the Company agreed to issue Greenfield
Holdings additional warrants to purchase common stock. Should any portion of the
Subordinated Credit Line remain outstanding as of September 30, 2000, the
Company will issue warrants to purchase 34,965 shares of common stock at an
exercise price equal to the fair value on that day. If any portion of the
Subordinated Credit Line remains outstanding on December 31, 2000, March 31,
2000 or June 30, 2001, the Company will issue the same amount of warrants on the
same terms on each of these dates.

     On March 13, 2000 and March 14, 2000, the Company issued an aggregate of
645,338 shares of Class A common stock to private investors for cash
consideration of $5.4 million or $8.37 per share.

     On March 14, 2000, the Company extended the initial maturity date on its
credit facility, see Note 9, to March 31, 2001. Based upon this extension the
term loan balance has been included as a long-term liability in the
December 31, 1999 balance sheet.

                                      F-23
UNAUDITED PRO FORMA CONDENSED
                            STATEMENT OF OPERATIONS
                      FOR THE YEAR ENDED DECEMBER 31, 1999

     The following unaudited pro forma condensed statement of operations for the
year ended December 31, 1999 gives effect to the management buyout completed on
May 17, 1999 as if it had occurred on January 1, 1999. The management buyout is
described in further detail in Note 3 to the Company's financial statements on
page F-12.

     The unaudited pro forma statements of operations include certain
adjustments to reflect a full year's amortization consisting of capitalized
software, goodwill and intangible assets, as well as incremental related party
interest expense and vesting of stock-based compensation. The adjustments are
more fully explained in the notes to the pro forma financial statements. The
unaudited pro forma condensed statement of operations should be read in
conjunction with the respective audited financial statements of the Company
appearing elsewhere in this prospectus. The pro forma results are not
necessarily indicative of results that actually would have occurred if the
management buyout had taken place on January 1, 1999.
PERIOD FROM         PERIOD FROM                         PRO FORMA
                                                JANUARY 1, 1999     MAY 17, 1999                         YEAR ENDED
                                                   THROUGH             THROUGH           PRO FORMA      DECEMBER 31,
                                                MAY 16, 1999       DECEMBER 31, 1999    ADJUSTMENTS         1999
                                                ---------------    -----------------    -----------     ------------
Revenues.....................................     $ 1,733,720        $   5,557,465      $        --     $  7,291,185
Cost of revenues.............................         702,189            2,516,758               --        3,218,947
                                                  -----------        -------------      -----------     ------------
     Gross profit............................       1,031,531            3,040,707               --        4,072,238
                                                  -----------        -------------      -----------     ------------
Operating expenses:
  Selling, general and administrative
     expenses................................       5,243,811            6,821,699               --       12,065,510
  Depreciation and amortization..............         155,683            3,843,628        3,345,144(1)     7,344,455
  Research and development...................         186,282              792,268               --          978,550
  Panel acquisition expenses.................          27,349              112,531               --          139,880
  Stock-based compensation expense...........                            5,182,715        2,583,861(3)     7,766,576
                                                  -----------        -------------      -----------     ------------
     Operating expenses......................       5,613,125           16,752,841        5,929,005       28,294,971
                                                  -----------        -------------      -----------     ------------
     Operating loss..........................      (4,581,594)         (13,712,134)      (5,929,005)     (24,222,733)
                                                  -----------        -------------      -----------     ------------
Interest income (expense):
  Interest income............................              --               42,120               --           42,120
  Interest expense...........................          (7,001)            (202,855)              --         (209,856)
  Related party interest expense.............         (42,902)            (855,504)        (470,187)(2)   (1,368,593)
                                                  -----------        -------------      -----------     ------------
  Interest expense, net......................         (49,903)          (1,016,239)        (470,187)      (1,536,329)
                                                  -----------        -------------      -----------     ------------
     Loss before income taxes................      (4,631,497)         (14,728,373)      (6,399,192)     (25,759,062)
Income tax benefit...........................              --              940,452               --          940,452
                                                  -----------        -------------      -----------     ------------
     Net loss................................     $(4,631,497)       $ (13,787,921)     $(6,399,192)    $(24,818,610)
                                                  -----------        -------------      -----------     ------------
                                                  -----------        -------------      -----------     ------------
Basic and diluted net loss per share.........     $     (0.10)       $       (0.56)                     $      (1.01)
                                                  -----------        -------------                      ------------
                                                  -----------        -------------                      ------------
Weighted average shares outstanding--basic
  and diluted................................      45,000,000           24,707,186                        24,563,348
                                                  -----------        -------------                      ------------
                                                  -----------        -------------                      ------------
(1) Goodwill and certain intangible assets were recorded through the application
of "push-down" accounting in accordance with SEC Staff Accounting Bulletin
No. 54 in connection with the management buyout transaction described in Note 3
to the audited financial statements. Goodwill, capitalized software and
identifiable intangible assets are amortized on a straight-line basis over the
estimated period of benefit, which ranges from 2 to 4 years. The pro forma
adjustments for the year ended December 31, 1999 assume an additional four and
half months of amortization of capitalized software, goodwill and intangible
assets. This resulted in additional amortization of $3,345,144.

                                      F-24
(2) As a result of the management buyout, the Successor received a loan in the
form of a Promissory Note to Greenfield Holdings, in the amount of $14,136,452.
The note is unsecured and bears interest at an escalating rate as follows: May
17, 1999 to May 16, 2001, 7.5% per annum; May 17, 2001 to May 16, 2003, 9.5% per
annum; and, May 17, 2003 to May 17, 2009, 10.5% per annum. The pro forma
adjustment for the year ended December 31, 1999 assumes an additional four and
half months of interest expense relating to this Promissory Note, which amounted
to $523,567.

     During the period from January 1, 1999 through May 16, 1999, the sole
stockholder of the Predecessor forgave a loan due to him from the Predecessor in
the amount of $2,788,665. The pro forma statement of operations for the year
ended December 31, 1999 gives effect to the forgiveness of such debt as if it
had occurred on January 1, 1999 and, as such, interest expense associated with
this loan of $42,902 was eliminated in the pro forma adjustments.

     In conjunction with the management buyout on May 17, 1999, the Company paid
$500,088 to two officers of the Company. In exchange, these employees issued to
the Company two Nonrecourse Promissory Notes in the amounts of $425,075 and
$75,013, respectively. The cash paid to the employees was used to purchase
1,048,050 and 184,950 shares, respectively, of Class A common stock from the
sole Stockholder of the Predecessor. The promissory notes are secured with the
shares of the Company's Class A common stock and bear interest at a rate of 5.3%
per annum. The Company's sole recourse against the employees is limited to the
Class A common stock. Principal and interest may be prepaid in whole or in part
at any time without penalty. The pro forma adjustments for the year ended
December 31, 1999 assume an additional four and a half months of related party
interest income relating to these two Nonrecourse Promissory Notes, which
amounted to $10,478.

(3) The Class A common stock purchased by employees with the proceeds of their
Nonrecourse Promissory Notes is restricted as the Company has the right to
repurchase the stock for its original purchase price if their employment
terminates for any reason. The restrictions on the stock lapse and the stock
becomes vested 25% after one year from the management buyout and 12.5% each
six-month period thereafter until four years have expired. The stock purchased
by the employees is accounted for using variable plan accounting as required by
EITF 95-16. The Company recognizes stock-based compensation based on increases
in the fair value of the stock held by the employees, multiplied by the
applicable vesting period. The pro forma adjustments for the year ended
December 31, 1999 assume an additional four and a half months of vesting for
this stock, which amounted to $2,583,861.

                                      F-25
PART II
                   INFORMATION NOT REQUIRED IN THE PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

     The following table sets forth the costs and expenses, other than
underwriting discounts and commissions, payable by the Company in connection
with the sale of common stock being registered. All amounts are estimates except
the SEC registration fee and the NASD filing fee. The Registrant will pay all
these expenses.
AMOUNT
                                                                           TO BE PAID
                                                                           ----------
SEC Registration Fee....................................................    $
NASD Filing Fee.........................................................
Nasdaq National Market Listing Fee......................................
Printing Fees and Expenses..............................................
Legal Fees and Expenses.................................................
Accounting Fees and Expenses............................................
Blue Sky Fees and Expenses..............................................
Transfer Agent and Registrar Fees.......................................
Miscellaneous...........................................................
                                                                            --------
     Total..............................................................    $
                                                                            --------
                                                                            --------
ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Section 145 of the Delaware General Corporation Law permits a corporation
to include in its charter documents and in agreements between the corporation
and its directors and officers, provisions expanding the scope of
indemnification beyond that specifically provided by the current law.

     Our restated certificate of incorporation limits the liability of directors
to the maximum extent permitted by the Delaware General Corporation Law. The
Delaware General Corporation Law provides that the personal liability of a
director for monetary damages for breach of his or her fiduciary duties as a
director may be eliminated, except for:

     o any breach of the director's duty of loyalty to a corporation or its
       stockholders;

     o acts or omissions not in good faith or that involve intentional
       misconduct or a knowing violation of law;

     o unlawful payments of dividends or unlawful stock repurchases, redemptions
       or other distributions; and

     o any transaction from which the director derived an improper personal
       benefit.

     Our restated bylaws provide that we may indemnify our directors and
officers and may indemnify our other employees and agents to the fullest extent
permitted by Delaware law. We believe that indemnification under our restated
bylaws covers at least negligence and gross negligence on the part of
indemnified parties.

     We have obtained directors' and officers' insurance providing
indemnification for our directors, officers and some of our employees for
certain liabilities. We believe that this insurance is necessary to attract and
retain qualified directors and officers.

                                      II-1
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES

     (a)(1) On May 17, 1999, our management team and a group of new investors
executed a management buyout in which approximately 97% of our outstanding
common stock was acquired by Greenfield Holdings, LLC., a company formed
specifically to execute the buyout, and certain other investors. The transaction
involved a series of agreements:

     o Stock Purchase, Sale and Redemption Agreement. Under this agreement,
       Greenfield Holdings purchased securities for a purchase price of
       $8,863,548, which, adjusted for stock splits and reflecting the
       conversion to common, gave them 21,855,150 shares of our common stock.

     o Promissory Note. Under this note, Greenfield Holdings loaned us
       $14,136,452 that we used in part to redeem 94.5% of outstanding stock
       then owned by one of our founders, Andrew Greenfield. The loan from
       Greenfield Holdings to us must be paid in full upon completion of this
       offering.

     o Stock Purchase, Consent and Waiver Agreement. We used a portion of the
       proceeds of the loan made under the Promissory Note to loan Mr. Nadilo
       and Mr. Davis $425,075 and $75,013, respectively, to allow them to
       purchase stock from Mr. Greenfield. Adjusted for stock splits and
       reflecting the conversion to common, the purchase gave them 1,048,050 and
       184,950 shares, respectively, of our common stock as of March 3, 2000. We
       have the right to repurchase the stock for its original purchase price
       from either one of them if his employment terminates for any reason. The
       restrictions on the stock lapse and the stock becomes vested 25% one year
       after the management buyout and 12.5% each six-month period thereafter
       until four years have expired. For Mr. Nadilo, the expiration of these
       restrictions will accelerate on 75% of his stock if we sell the stock or
       assets of our company. For Mr. Davis, the expiration of these
       restrictions will accelerate on 50% of his stock if we sell the stock or
       assets of our company. The stock purchased by Messrs. Nadilo and Davis is
       pledged to us to secure the repayment of their loans

     (a)(2) On March 14, 2000, we completed a private placement of 645,338
shares of our Class A common stock at a price of $8.37 per share for an
aggregate offering price of $5.4 million. The purchasers, all of which were
accredited investors within the definition of Regulation D, were TechVantage
Partners, L.P., TechVantage Qualified Partners, L.P. and TechVantage Overseas
Fund, Inc. (all of whom are controlled by Westway Capital, LLC), 701 Venture
Investments, LLC and GDCP Investment Partners.

     (b) There were no underwritten offerings employed in connection with any of
the transactions set forth in Item 15(a).

     The issuances described in Items 15(a)(1) and (2) were deemed to be exempt
from registration under the Securities Act in reliance upon
Section 4(2) thereof as transactions by an issuer not involving any public
offering. The issuances described in Item 15(a)(2) were deemed to be exempt from
registration under the Securities Act in reliance upon Rule 506 of
Regulation D.

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

     (a) Exhibits
EXHIBIT
NUMBER   DESCRIPTION
------   --------------------------------------------------------------------------------------------------------
1.1           --  Form of Underwriting Agreement*
  3.1           --  Restated Certificate of Incorporation of the Registrant, to be effective upon completion of
                    the offering
  3.2           --  Form of Restated Bylaws of the Registrant, to be effective upon completion of the offering
  4.1           --  Form of the Registrant's Common Stock Certificate
  5.1           --  Opinion of Preston Gates & Ellis LLP*
 10.1           --  Stock Purchase & Redemption Agreement among the Registrant, Andrew Greenfield and Greenfield
                    Holdings, LLC, dated May 12, 1999
II-2
EXHIBIT
NUMBER   DESCRIPTION
------   --------------------------------------------------------------------------------------------------------
10.2           --  Escrow Agreement among the Registrant, Andrew Greenfield, Greenfield Holdings, LLC and
                    SunTrust Bank, Atlanta, dated May 17, 1999
 10.3           --  License Agreement between the Registrant and Greenfield Consulting Group, Inc., dated
                    December 22, 1999
 10.4           --  Supplement to License Agreement between the Registrant and Greenfield Consulting Group, Inc.,
                    dated January 27, 2000
 10.5           --  Agreement between the Registrant and Greenfield Consulting Group, Inc., dated April 20, 1999
 10.6           --  Agreement between the Registrant and Digital Idea, LLC, dated as of December 1, 1999
 10.7           --  Shareholders' Agreement among the Registrant, Andrew Greenfield and Greenfield Holdings, LLC,
                    dated May 17, 1999, as amended
 10.8           --  Registration Rights Agreement among the Registrant, Andrew Greenfield and Greenfield
                    Holdings, LLC, dated May 17, 1999
 10.9           --  Promissory Note made by the Registrant in favor of Greenfield Holdings, LLC, dated May 17,
                    1999
 10.10          --  Note and Warrant Purchase Agreement between the Registrant and Greenfield Holdings, LLC,
                    dated March 3, 2000
 10.11          --  Promissory Note made by the Registrant in favor of Greenfield Holdings, LLC, dated March 3,
                    2000
 10.12          --  Class A Common Stock Warrant issued by the Registrant to Greenfield Holdings, LLC, dated
                    March 3, 2000
 10.13          --  Stock Purchase, Consent & Waiver Agreement among the Registrant, Rudy Nadilo, Hugh Davis, and
                    Andrew Greenfield, dated May 17, 1999
 10.14          --  Retained Shareholder Joinder among the Registrant, Rudy Nadilo and Hugh Davis, dated May 17,
                    1999
 10.15          --  Nonrecourse Promissory Note made by Rudy Nadilo in favor of the Registrant, dated May 17,
                    1999
 10.16          --  Pledge Agreement between the Registrant and Rudy Nadilo, dated May 17, 1999
 10.17          --  Amended and Restated Employment Agreement between the Registrant and Rudy Nadilo, dated
                    March 13, 2000
 10.18          --  Non-recourse Promissory Note made by Hugh Davis in favor of the Registrant, dated May 17,
                    1999
 10.19          --  Pledge Agreement between the Registrant and Hugh Davis, dated May 17, 1999
 10.20          --  Loan and Security Agreement between the Registrant and Greyrock Capital, a division of Banc
                    of America Commercial Finance Corporation, dated December 3, 1999
 10.21          --  Secured Promissory Note made by the Registrant in favor of Greyrock Capital, a division of
                    Banc of America Commercial Finance Corporation, dated December 3, 1999
 10.22          --  Patent and Trademark Security Agreement between the Registrant and Greyrock Capital, a
                    division of Banc of America Commercial Finance Corporation, dated December 3, 1999
 10.23          --  Security Agreement in Copyrighted Works between the Registrant and Greyrock Capital, a
                    division of Banc of America Commercial Finance Corporation, dated December 3, 1999
 10.24          --  Registration Rights Agreement between the Registrant and Greyrock Capital, a division of Banc
                    of America Commercial Finance Corporation, dated December 3, 1999
 10.25          --  Antidilution Agreement between the Registrant and Greyrock Capital, a division of Banc of
                    America Commercial Finance Corporation, dated December 3, 1999
II-3
EXHIBIT
NUMBER   DESCRIPTION
------   --------------------------------------------------------------------------------------------------------
10.26          --  Warrant to Purchase Stock issued by the Registrant to Greyrock Capital, a division of Banc of
                    America Commercial Finance Corporation, dated December 3, 1999
 10.27          --  Agreement between the Registrant and CommonPlaces LLC, dated January 28, 2000
 10.28          --  Lease between the Registrant and Wilton Executive Campus Associates, dated October 20, 1999
 10.29          --  Lease between the Registrant and Wilton Campus Properties, LLC, dated October 20, 1999
 10.30          --  Lease between the Registrant and Wilton Executive Campus Associates, dated October 20, 1999
                    (Data Center)
 10.31          --  Lease between the Registrant and New Montgomery Associates, LLC, dated January 9, 1998, as
                    amended
 10.32          --  Amended and Restated 1999 Stock Option Plan of the Registrant
 10.33          --  Form of Stock Option Agreement of the Registrant
 10.34          --  2000 Directors Stock Option Plan of the Registrant, to be effective upon completion of the
                    offering
 10.35          --  2000 Employee Stock Purchase Plan of the Registrant, to be effective upon completion of the
                    offering
 10.36          --  Employment Agreement between the Registrant and Susan Rosovsky, dated July 1, 1999
 10.37          --  Employment Agreement between the Registrant and Leigh-Brindeland Bell, dated July 1, 1999
 10.38          --  Employment Agreement between the Registrant and Stephen J. Cook, dated July 1, 1999
 10.39          --  Amended and Restated Employment Agreement between the Registrant and Robert E. Bies, dated
                    March 3, 2000
 10.40          --  Form of Non-Qualified Stock Option Agreement of the Registrant, as amended (used for
                    management options before amendment and restatement of 1999 Stock Option Plan)
 10.41          --  Agreement between the Registrant and Forrester Research, Inc., dated May 13, 1999
 10.42          --  Agreement between the Registrant and Flackett Stevens and Associates, dated June 11, 1999
 10.43          --  Co-Location Services Agreement between the Registrant and UUNet Technologies, Inc., dated
                    May 29, 1998
 10.44          --  Employment Agreement between the Registrant and Alastair Bruce dated July 1, 1999
 10.45          --  Amended Promissory Note made by Hugh Davis in favor of the Registrant dated March 3, 2000
 10.46          --  Amended Promissory Note made by Rudy Nadilo in favor of the Registrant dated March 3, 2000
 10.47          --  Amendment No. 1 to Note and Warrant Purchase Agreement between the Registrant and Greenfield
                    Holdings, LLC, dated March 10, 2000
 10.48          --  Form of First Amendment to Non-Qualified Stock Option Agreement of the Registrant
 23.1           --  Consent of PricewaterhouseCoopers LLP, Independent Accountants
 23.2           --  Consent of Counsel (included in Exhibit 5.1)*
 27.1           --  Financial Data Schedule
------------------

* To be filed by amendment

     (b) Financial Statement Schedules

                                      II-4
ITEM 17. UNDERTAKINGS

     The undersigned Registrant hereby undertakes to provide to the underwriters
at the closing specified in the Underwriting Agreement, certificates in such
denominations and registered in such names as required by the underwriters to
permit prompt delivery to each purchaser

     Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

     The undersigned Registrant hereby undertakes that:

     (1) For purposes of determining any liability under the Act, the
         information omitted from the form of prospectus filed as part of this
         Registration Statement in reliance upon Rule 430A and contained in the
         form of prospectus filed by the Registrant pursuant to Rule 424(b)(1),
         or (4), or 497(h) under the Act shall be deemed to be a part of this
         Registration Statement as of the time it was declared effective.

     (2) For the purpose of determining any liability under the Act, each
         post-effective amendment that contains a form of prospectus shall be
         deemed to be a new registration statement relating to the securities
         offered therein and the offering of such securities at that time shall
         be deemed to be the initial bona fide offering thereof.

                                      II-5
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-1 and has duly caused this its Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, state of New York, on the 16 day of
March, 2000.

                                          GREENFIELD ONLINE, INC.

                                          By: /s/ Robert E. Bies
                                            ------------------------------------
                                            Robert E. Bies
                                            Chief Financial Officer and
                                          Treasurer

                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Robert E. Bies, his attorney-in-fact, for him in
any and all capacities, to sign any amendments to this registration statement
and to file the same, with exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, hereby ratifying and
confirming all that said attorney-in-fact, or his substitute, may do or cause to
be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement on Form S-1 has been signed by the following persons
in the capacities indicated on March 16, 2000.
DATE
                                                                                                 --------------
/s/ Rudy Nadilo                                 President and Chief Executive Officer,           March 16, 2000
  Rudy Nadilo                                   Director (Principal Executive Officer)

/s/ Robert E. Bies                              Chief Financial Officer and Treasurer            March 16, 2000
  Robert E. Bies                                (Principal Financial and Accounting Officer)

/s/ Jeffrey Horing                              Director                                         March 16, 2000
  Jeffrey Horing

/s/ Peter Sobiloff                              Director                                         March 16, 2000
  Peter Sobiloff

/s/ Joel R. Mesznik                             Director                                         March 16, 2000
  Joel R. Mesznik

/s/ Burton J. Manning                           Director                                         March 16, 2000
  Burton J. Manning
II-6
EXHIBIT INDEX
EXHIBIT                                                                                                 SEQUENTIAL
NUMBER   DESCRIPTION                                                                                     PAGE NO.
------   --------------------------------------------------------------------------------------------   -----------
1.1           --  Form of Underwriting Agreement*
  3.1           --  Restated Certificate of Incorporation of the Registrant, to be effective upon
                    completion of the offering
  3.2           --  Form of Restated Bylaws of the Registrant, to be effective upon completion of the
                    offering
  4.1           --  Form of the Registrant's Common Stock Certificate
  5.1           --  Opinion of Preston Gates & Ellis LLP*
 10.1           --  Stock Purchase & Redemption Agreement among the Registrant, Andrew Greenfield and
                    Greenfield Holdings, LLC, dated May 12, 1999
 10.2           --  Escrow Agreement among the Registrant, Andrew Greenfield, Greenfield Holdings,
                    LLC and SunTrust Bank, Atlanta, dated May 17, 1999
 10.3           --  License Agreement between the Registrant and Greenfield Consulting Group, Inc.,
                    dated December 22, 1999
 10.4           --  Supplement to License Agreement between the Registrant and Greenfield Consulting
                    Group, Inc., dated January 27, 2000
 10.5           --  Agreement between the Registrant and Greenfield Consulting Group, Inc., dated
                    April 20, 1999
 10.6           --  Agreement between the Registrant and Digital Idea, LLC, dated as of December 1,
                    1999
 10.7           --  Shareholders' Agreement among the Registrant, Andrew Greenfield and Greenfield
                    Holdings, LLC, dated May 17, 1999, as amended
 10.8           --  Registration Rights Agreement among the Registrant, Andrew Greenfield and
                    Greenfield Holdings, LLC, dated May 17, 1999
 10.9           --  Promissory Note made by the Registrant in favor of Greenfield Holdings, LLC,
                    dated May 17, 1999
 10.10          --  Note and Warrant Purchase Agreement between the Registrant and Greenfield
                    Holdings, LLC, dated March 3, 2000
 10.11          --  Promissory Note made by the Registrant in favor of Greenfield Holdings, LLC,
                    dated March 3, 2000
 10.12          --  Class A Common Stock Warrant issued by the Registrant to Greenfield Holdings,
                    LLC, dated March 3, 2000
 10.13          --  Stock Purchase, Consent & Waiver Agreement among the Registrant, Rudy Nadilo,
                    Hugh Davis, and Andrew Greenfield, dated May 17, 1999
 10.14          --  Retained Shareholder Joinder among the Registrant, Rudy Nadilo and Hugh Davis,
                    dated May 17, 1999
 10.15          --  Nonrecourse Promissory Note made by Rudy Nadilo in favor of the Registrant, dated
                    May 17, 1999
 10.16          --  Pledge Agreement between the Registrant and Rudy Nadilo, dated May 17, 1999
 10.17          --  Amended and Restated Employment Agreement between the Registrant and Rudy Nadilo,
                    dated March 13, 2000
 10.18          --  Non-recourse Promissory Note made by Hugh Davis in favor of the Registrant, dated
                    May 17, 1999
 10.19          --  Pledge Agreement between the Registrant and Hugh Davis, dated May 17, 1999
 10.20          --  Loan and Security Agreement between the Registrant and Greyrock Capital, a
                    division of Banc of America Commercial Finance Corporation, dated December 3,
                    1999
EXHIBIT                                                                                                 SEQUENTIAL
NUMBER   DESCRIPTION                                                                                     PAGE NO.
------   --------------------------------------------------------------------------------------------   -----------
10.21          --  Secured Promissory Note made by the Registrant in favor of Greyrock Capital, a
                    division of Banc of America Commercial Finance Corporation, dated December 3,
                    1999
 10.22          --  Patent and Trademark Security Agreement between the Registrant and Greyrock
                    Capital, a division of Banc of America Commercial Finance Corporation, dated
                    December 3, 1999
 10.23          --  Security Agreement in Copyrighted Works between the Registrant and Greyrock
                    Capital, a division of Banc of America Commercial Finance Corporation, dated
                    December 3, 1999
 10.24          --  Registration Rights Agreement between the Registrant and Greyrock Capital, a
                    division of Banc of America Commercial Finance Corporation, dated December 3,
                    1999
 10.25          --  Antidilution Agreement between the Registrant and Greyrock Capital, a division of
                    Banc of America Commercial Finance Corporation, dated December 3, 1999
 10.26          --  Warrant to Purchase Stock issued by the Registrant to Greyrock Capital, a
                    division of Banc of America Commercial Finance Corporation, dated December 3,
                    1999
 10.27          --  Agreement between the Registrant and CommonPlaces LLC, dated January 28, 2000
 10.28          --  Lease between the Registrant and Wilton Executive Campus Associates, dated
                    October 20, 1999
 10.29          --  Lease between the Registrant and Wilton Campus Properties, LLC, dated
                    October 20, 1999
 10.30          --  Lease between the Registrant and Wilton Executive Campus Associates, dated
                    October 20, 1999 (Data Center)
 10.31          --  Lease between the Registrant and New Montgomery Associates, LLC, dated
                    January 9, 1998, as amended
 10.32          --  Amended and Restated 1999 Stock Option Plan of the Registrant
 10.33          --  Form of Stock Option Agreement of the Registrant
 10.34          --  2000 Directors Stock Option Plan of the Registrant, to be effective upon
                    completion of the offering
 10.35          --  2000 Employee Stock Purchase Plan of the Registrant, to be effective upon
                    completion of the offering
 10.36          --  Employment Agreement between the Registrant and Susan Rosovsky, dated July 1,
                    1999
 10.37          --  Employment Agreement between the Registrant and Leigh-Brindeland Bell, dated
                    July 1, 1999
 10.38          --  Employment Agreement between the Registrant and Stephen J. Cook, dated July 1,
                    1999
 10.39          --  Amended and Restated Employment Agreement between the Registrant and Robert E.
                    Bies, dated March 3, 2000
 10.40          --  Form of Non-Qualified Stock Option Agreement of the Registrant, as amended (used
                    for management options before amendment and restatement of 1999 Stock Option
                    Plan)
 10.41          --  Agreement between the Registrant and Forrester Research, Inc., dated May 13, 1999
 10.42          --  Agreement between the Registrant and Flackett Stevens and Associates, dated
                    June 11, 1999
EXHIBIT                                                                                                 SEQUENTIAL
NUMBER   DESCRIPTION                                                                                     PAGE NO.
------   --------------------------------------------------------------------------------------------   -----------
10.43          --  Co-Location Services Agreement between the Registrant and UUNet Technologies,
                    Inc., dated May 29, 1998
 10.44          --  Employment Agreement between the Registrant and Alastair Bruce dated July 1, 1999
 10.45          --  Amended Promissory Note made by Hugh Davis in favor of the Registrant dated
                    March 3, 2000
 10.46          --  Amended Promissory Note made by Rudy Nadilo in favor of the Registrant dated
                    March 3, 2000
 10.47          --  Amendment No. 1 to Note and Warrant Purchase Agreement between the Registrant and
                    Greenfield Holdings, LLC, dated March 10, 2000
 10.48          --  Form of First Amendment to Non-Qualified Stock Option Agreement of the Registrant
 23.1           --  Consent of PricewaterhouseCoopers LLP, Independent Accountants
 23.2           --  Consent of Counsel (included in Exhibit 5.1)*
 27.1           --  Financial Data Schedule
------------------
* To be filed by amendment