EX-10.48: AMENDMENT TO REGISTRATION RIGHTS AGREEMENT

EXHIBIT 10.48

RECITALS

          In connection with the Purchase by the Company of all, or substantially all of the outstanding shares of Ciao AG (“Ciao” and “Ciao Shares”), from the shareholders listed on the signature pages thereto (the Ciao Shareholders”), pursuant to a certain Share Purchase Agreement (the Share Purchase Agreement”), between the Company and the Ciao Shareholders dated April 6, 2005, the Company has requested that the C-1 Shareholders agree to amend the Agreement to allow the Common Shares received by the Ciao Shareholders in consideration of their Ciao Shares to join and be subject to the Agreement as if such Common Shares were Series C-1 Shares and the holders thereof were Series C-1 Shareholders. The C-1 Shareholders are willing to agree to such amendment and joinder, but only on the terms and subject to the conditions set forth herein.

          NOW, THEREFORE, the parties hereto hereby agree as follows:

     Section 1. Defined Terms. Unless otherwise defined herein, capitalized terms shall be accorded the definitions assigned to them in the Agreement.

     Section 2. Amendments to the Registration Rights Agreement.

          2.1. The definition of Series C-1 Shareholders is replaced in its entirety as follows:

          “Series C-1 Shareholders” means those Shareholders who purchased the Company’s Series C-1 Convertible Participating Preferred Stock pursuant to the Purchase Agreement, and those Shareholders who were issued Common Shares as partial consideration for their sale to the Company of shares in Ciao AG, and continue to own Restricted Shares.

          2.2. The definition of Series C-1 Registrable Shares is replaced in its entirety as follows:

“Series C-1 Registrable Shares” means Restricted Shares that were converted into Common Shares from the Company’s Series C-1 Convertible Participating Preferred Stock or Common Shares issued by the Company in connection with a certain Share Purchase Agreement between the Company and the shareholders of Ciao AG, dated April 6, 2005.

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     Section 3. Joinder. The Ciao Shareholders listed on the signature pages hereto each agree to join and become subject to the Agreement with respect of the Common Shares that they receive from the Company as consideration for the sale and conveyance to the Company of their Ciao Shares.

     Section 4. References to the Registration Rights Agreement. From and after the date hereof, all references in the Registration Rights Agreement shall be deemed to be references to Registration Rights Agreement after giving effect to this Amendment and Joinder.

     Section 5. No Other Amendments. Except as expressly set forth herein, the Agreement remains in full force and effect in accordance with its terms and nothing contained herein shall be deemed (i) to be a waiver, amendment, modification or other change of any term, condition or provision of the Agreement (or a consent to any such waiver, amendment, modification or other change), (ii) to be a consent to any transaction, (iii) to prejudice any right or rights which the Shareholders may have under the Agreement, or (iv) to entitle the Company to a waiver, amendment, modification or other change of any term, condition or provision of the Agreement (or a consent to any such waiver, amendment, modification or other change), or to a consent, in the future in similar or different circumstances.

     Section 6. Further Assurances. The parties hereto agree to do such further acts and things, and to execute and deliver such additional conveyances, assignments, agreements and instruments, as the Company may at any time reasonably request in connection with the administration and enforcement of this Amendment and Joinder.

     Section 7. Notices. All notices, demands and requests of any kind to be delivered to any party hereto in connection with this Amendment and Joinder shall be delivered in accordance with the notice provisions contained in the Agreement.

     Section 8. Headings. The headings used herein are for convenience of reference only and shall not affect the construction of, nor shall they be taken into consideration in interpreting, this Amendment and Joinder.

     Section 9. Counterparts. This Amendment and Joinder may be executed in any number of separate counterparts, each of which shall be an original and all of which taken together shall constitute one and the same instrument.

     Section 10. Applicable Law. THIS AMEDNMENT AND JOINDER SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW OR CONFLICTING PROVISION OR RULE (WHETHER OF THE STATE OF NEW YORK OR ANY OTHER JURISDICTION) THAT WOULD CAUSE THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF NEW YORK TO BE APPLIED. IN FURTHERANCE OF THE FOREGOING, THE INTERNAL LAWS OF THE STATE OF NEW YORK WILL CONTROL THE INTERPRETATION AND CONSTRUCTION OF THIS AGREEMENT, EVEN IF UNDER SUCH

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JURISDICTION’S CHOICE OF LAW OR CONFLICTS OF LAW ANALYSIS, THE SUBSTANTIVE LAW OF SOME OTHER JURISDICTION WOULD ORDINARILY APPLY.

***** SIGNATURE PAGES FOLLOW *****

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GREENFIELD ONLINE, INC.

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          The foregoing Amendment and Joinder is hereby executed as of the date first above written.

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          The foregoing Amendment and Joinder is hereby executed as of the date first above written.

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          The foregoing Amendment and Joinder is hereby executed as of the date first above written.

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          The foregoing Amendment and Joinder is hereby executed as of the date first above written.

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          The foregoing Amendment and Joinder is hereby executed as of the date first above written.

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          The foregoing Amendment and Joinder is hereby executed as of the date first above written.

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          The foregoing Amendment and Joinder is hereby executed as of the date first above written.

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Agreed and acknowledged this 6^th day of April 2005:

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