<PAGE>
                                                                   EXHIBIT 10.10


                             DATED 31 DECEMBER 2004


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


                          TRADE MARK LICENCE AGREEMENT



                                     between



                            TAYLOR NELSON SOFRES PLC



                                       and



                             HARRIS INTERACTIVE INC.



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<TABLE>
<CAPTION>
CONTENTS
-------------------------------------------------------------------------------------------------

CLAUSE                                                                                    Page
<S>     <C>                                                                            <C>
1.       Interpretation......................................................................1
2.       Commencement and duration...........................................................3
3.       Licence.............................................................................3
4.       Application of the mark.............................................................3
5.       Title and goodwill..................................................................3
6.       Trade mark registrations............................................................4
7.       Registration of permitted user......................................................4
8.       Duties of the parties...............................................................4
9.       Royalties...........................................................................5
10.      Taxes and witholdings...............................................................6
11.      Quality control and approval procedures.............................................6
12.      Indemnity...........................................................................7
13.      Disclosure and confidentiality......................................................8
14.      Assignment and sub-licensing........................................................9
15.      Termination.........................................................................9
16.      Effect of termination..............................................................11
17.      Force majeure......................................................................12
18.      Entire agreement...................................................................12
19.      Variation..........................................................................12
20.      Invalidity.........................................................................12
21.      Rights of third parties............................................................13
22.      Non-waiver.........................................................................13
23.      Notices............................................................................13
24.      Relationship.......................................................................13
25.      Law and jurisdiction...............................................................13

SCHEDULE

SCHEDULE 1        MARKS.......................................................................
         Registered trade marks.............................................................15
2.       Trade mark applications............................................................15

SCHEDULE 2        TERRITORY.................................................................16
</TABLE>


<PAGE>


THIS AGREEMENT is dated 31 December, 2004

PARTIES

(1)      TAYLOR NELSON SOFRES PLC incorporated and registered in England and
         Wales with number 912624 whose registered office is at TNS House,
         Westgate, London W5 1UA (PROPRIETOR).

(2)      HARRIS INTERACTIVE INC. incorporated and registered in the state of
         Delaware and whose principal place of business is 60 Corporate Woods,
         Rochester, New York 14623-1457 (LICENSEE).


BACKGROUND

(A)      The Proprietor and/or its Affiliates acquired ownership of the
         registered trade marks (together the "Original Marks") listed in
         Schedule 1 and all the rights in the Territory listed on Schedule 2 to
         the Harris Names (the "Name Rights") by an agreement dated 13 July 1994
         between Sofres S.A. (now called TNS Sofres S.A., "Sofres") (1) Louis
         Harris International, Inc, and Louis Harris and Associates, Inc (2) and
         Gannett Co., Inc.

(B)      The Proprietor granted a limited non-exclusive licence to Licensee to
         use certain of the Marks by a licence agreement dated 1 February, 2000
         (as amended).

(C)      The Proprietor and Licensee entered into a supplement to the licence
         agreement to resolve issues relating to rights in the service mark
         "HPOL" ("HPOL" and together with the Original Marks, the "Marks").

(D)      The Licensee wishes to have more extensive and exclusive use of the
         Marks, and Name Rights (collectively, the "Licensed Rights") in the
         Territory.

(E)      The Proprietor has agreed to grant the Licensee a licence to use the
         Licensed Rights on the terms set out in this agreement.


AGREED TERMS

1.       INTERPRETATION

1.1      The definitions and rules of interpretation in this clause apply in
         this agreement.


         AFFILIATES: means any company, partnership or other association or
         entity having legal personality in its principal place of business or
         any person or group of persons which directly or indirectly controls,
         is controlled by or is under the common control of either the
         Proprietor or the Licensee.




                                       1
<PAGE>

         ASSIGNMENT: the agreed form of assignment of the Marks initialled by
         the parties and annexed to this Agreement.

         COMMENCEMENT DATE: the date on which this agreement is deemed to have
         come into force as stated in clause 2.

         HARRIS NAMES: mean HARRIS, HARRIS POLL, HARRIS SURVEY and HARRIS
         RESEARCH CENTRE, LOUIS HARRIS AND LOUIS HARIS FRANCE.

         PRIOR AGREEMENTS: the trademark licence agreement dated 1st February,
         2000 (as amended) and the database access agreement of the same date
         between the parties.

         ROYALTY: the sums payable pursuant to clause 9 below.

         SERVICES: the provision of market research services, survey, research,
         tracking and research-related services, whether on-line using the
         internet or otherwise.

         TERRITORY: the countries listed in Schedule 2.

         TERM: the term of years of the licence granted by this agreement as set
         out in clause 2.1 below.

1.2      In this agreement where the context admits:

            (a)   references to THIS AGREEMENT or to any other agreement or
                  document referred to in this agreement mean this agreement or
                  such other agreement or document as amended, varied,
                  supplemented, modified or novated from time to time and
                  include the schedules; and

            (b)   references to PERSON includes natural persons, firms,
                  partnerships, companies, associations, governments, states,
                  foundations and trusts (in each case whether or not having
                  separate legal personality); and

            (c)   reference to clauses and schedules are references to clauses
                  and schedules of and to this agreement and references to
                  paragraphs are, unless otherwise stated, references to
                  paragraphs of the schedule in which the reference appears; and

            (d)   any reference to a document being "IN THE AGREED FORM" means a
                  document in a form agreed between the parties and initialled
                  by, or on behalf of, each of them for the purposes of
                  identification.

1.3      The headings and sub-headings are inserted for convenience only and
         shall not affect the construction of this agreement.

1.4      Each of the schedules shall have effect as if set out in this
         agreement.



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<PAGE>

2.       COMMENCEMENT AND DURATION

2.1      This agreement shall be deemed to have come into force on 31 December
         2004 and, subject to earlier termination pursuant to clause 15, shall
         continue in force for a period of five (5) years from that date (the
         "TERM").

2.2      On the later of 31 December 2004 and the date of signature of this
         Agreement by the Licensee and the Proprietor, the Prior Agreements
         shall immediately end and be of no further force and effect.

3.       LICENCE

3.1      The Proprietor grants the Licensee an exclusive (including as against
         Proprietor, subject to clause 3.2) licence to use the Licensed Rights
         in the Territory, and to grant sub-licences to its Affiliates for so
         long only as they remain Affiliates of the Licensee, subject to the
         provisions of this agreement.

3.2      Notwithstanding the provisions of clause 3.1, Proprietor retains the
         right to continue to use, in the same manner as Proprietor has done
         prior to the date of this Agreement, the Original Marks in connection
         with its business in France carried on under the name "Louis Harris"
         throughout the term of this agreement, with the right to grant a
         co-terminous sub-licence to any person who acquires the whole or a
         substantial part of such Louis Harris business, such rights to continue
         only until this agreement is terminated.

4.       APPLICATION OF THE MARK

4.1      The Licensee shall have the right at any time during the term of this
         agreement to use, in the Territory, name(s) which include all or part
         of the Licensed Rights in addition to the Original Names, provided that
         any such name as used in France must not be the same as, or confusingly
         similar to, any name then being used by the Proprietor or its
         Affiliates and permitted sub-licencees in with respect to the Louis
         Harris business in France in compliance with this agreement.

4.2      If the parties are unable to agree whether the use of any such name(s)
         by the Licensee is the same as, or confusingly similar to, any name
         then being used by the Proprietor or its Affiliates and permitted
         sub-licencees in compliance with this agreement, the provisions of
         clause 25.2 shall apply.

4.3      The Licensee shall use the Licensed Rights within the Territory in a
         form reasonably consistent with the form in which the Licensee may use
         all or any of the Licensed Rights outside the Territory.



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<PAGE>

5.       TITLE AND GOODWILL

5.1      The Licensee acknowledges that the Proprietor is the owner of the
         Original Marks. The Licensee shall not dispute or challenge the
         validity of the Original Marks, or (subject to compliance with clause
         3.2) the rights of the Proprietor to the Marks, during the term of this
         Agreement.

5.2      Any goodwill derived from the use by the Licensee of the Original Marks
         accrues to the Proprietor. The Proprietor may at any time call for a
         confirmatory assignment of that goodwill and the Licensee shall
         immediately execute it.

6.       TRADE MARK REGISTRATIONS AND DOMAIN NAMES

6.1      During the term of this agreement, the Licensee shall not apply for or
         obtain registration of the Marks for any goods or services in the
         Territory without the prior consent of Proprietor, which shall not be
         unreasonably conditioned, delayed or withheld.

6.2      The Proprietor does not own any domain names or other URLs relating to
         the Marks or Name Rights nor, as far as the Proprietor is aware, do any
         of its Affiliates. In the event that the Proprietor or Affiliates do
         now or here after own any such domain names or URLs, the Proprietor
         shall procure their assignment to Licensee concurrently with the legal
         assignment of the Licensed Rights.

7.       REGISTRATION OF PERMITTED USER

         The Licensee shall apply to the Registrar of Trade Marks to register
         this agreement as a Licence under the provisions of the Trade Marks Act
         1994 and to make any other filings that it considers necessary or
         prudent to record its rights under this Agreement.

8.       DUTIES OF THE PARTIES

8.1      The Licensee shall not do or omit to do anything to diminish the rights
         of the Proprietor in the Marks or impair any registration of the Marks.

8.2      The Proprietor warrants that it or one of its Affiliates is the owner
         of the Marks. The Proprietor shall take steps to maintain the existing
         registration of the Marks and prosecute to registration any pending
         applications and the Licensee shall provide, at the request and expense
         of the Proprietor, all necessary assistance in maintaining such
         registration or prosecuting any applications for registration in
         respect of the Marks.



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<PAGE>

8.3      The Licensee shall as soon as it becomes aware thereof give the
         Proprietor in writing full particulars of any use or proposed use by
         any other person, of a trade name, trade mark or get-up of goods or
         mode of promotion or advertising which amounts or might amount either
         to infringement of the Proprietor's rights in relation to the Marks or
         to passing-off.

8.4      If the Licensee becomes aware that any other person, firm or company
         alleges that the Marks or any part of them is invalid or that use of
         the Marks infringes any rights of another party or that the Marks or
         any part of them are otherwise attacked or attackable, the Licensee
         shall immediately give the Proprietor full particulars in writing
         thereof and shall make no comment or admission to any third party in
         respect thereof.

8.5      The Proprietor shall have the conduct of all proceedings relating to
         the Marks within the Territory and shall, subject as provided in this
         clause 8.5, in its sole discretion decide what action if any to take in
         respect of any infringement or alleged infringement of the Marks or
         passing-off or any other claim or counterclaim brought or threatened in
         respect of the use or registration of the Marks within the Territory.
         The Licensee may call on the Proprietor to take proceedings in respect
         of any infringement or alleged infringement of the Marks in the
         Territory in respect of any matter which affects the Licensee's
         interests. If the Proprietor refuses to do so or fails to do so within
         two weeks after being called upon by the Licensee, the Licensee may
         bring the proceedings in its own name.

9.       ROYALTIES AND ASSIGNMENT

9.1      The Licensee undertakes to pay to the Proprietor a royalty of
         $1,000,000 (one million U.S. dollars) per annum which shall be paid to
         the Proprietor in the amount of $2,000,000 (Two million US Dollars) on
         31 December, 2004 and an additional $2,000,000 (Two million US Dollars)
         on 31 December 2005, after which this licence shall be fully paid up.

9.2      If the Licensee fails to pay any amount payable by it under this
         agreement, the Proprietor shall be entitled but not obliged to charge
         interest on the overdue amount, payable by the Licensee forthwith on
         demand, from the due date up to the date of actual payment, after as
         well as before judgment, at the rate of 8 per cent per annum. Such
         interest shall accrue on a daily basis and be compounded quarterly. The
         Proprietor reserves the right to claim interest under the Late Payment
         of Commercial Debts (Interest) Act 1998.

9.3      The Licensee will have the right, exercisable at any time prior to 31
         December 2007 on giving the Proprietor not less than 30 days prior
         written notice, such notice to be given at any time on or before 1
         December 2007, to make




                                       5
<PAGE>

         effective the legal assignment of the Licensed Rights to the Licensee
         on the terms set out in the Assignment.

10.      TAXES AND WITHOLDINGS

10.1     All payments to be made by the Licensee under this agreement are
         inclusive of value added tax (if applicable), consumption tax or other
         sales tax, or customs duty which shall where appropriate be payable by
         the Proprietor out of the amounts paid by Licensee to the Proprietor
         pursuant to clause 9.1.

10.2     All payments to be made by the Licensee under this agreement shall be
         paid free and clear of any deductions, withholdings for or on account
         of tax, setoffs or counterclaims whatsoever, except any deduction or
         withholding which is required by law in which case the sum payable by
         the Licensee, in respect of which such deduction or withholding is
         required to be made, shall be net of such deduction or withholding.

11.      QUALITY CONTROL AND APPROVAL PROCEDURES

11.1     All Services provided by the Licensee under or by reference to, or
         other use by Licensee of, the Marks within the Territory shall be of
         comparable quality to those provided by the Licensee elsewhere in the
         world commensurate with maintenance of the goodwill associated with the
         use of the Marks worldwide and reasonable industry practice.

11.2     In the event that the Proprietor believes that any of the Services or
         other use by Licensee violates clause 11.1, or any law, regulation or
         industry standard, the Proprietor will specify such deficiency in
         writing to the Licensee, whereupon (without prejudice to clause 11.1)
         the Licensee and the Proprietor will work in good faith to reach a
         mutual agreement as to a reasonable means of correcting any actual
         problem. If Proprietor believes that the Licensee is violating any law,
         regulation or industry standard and samples of Licensee's Services or
         other use are not otherwise reasonably available, the Proprietor may
         request samples, and Licensee shall as reasonably requested by the
         Proprietor from time to time supply to the Proprietor at the Licensee's
         expense such samples, provided, however, that Proprietor's receipt of
         such samples shall be subject to an obligation to maintain the
         confidentiality of and proprietary rights of Licensee in such samples,
         and not to use or disclose information or other material related to
         such samples unless such information or material is otherwise in the
         public domain (without violation of this clause 11.2), unless the
         Proprietor receives the same from a third party without restriction on
         disclosure and without breach of a non-disclosure obligation, unless
         the Proprietor can substantiate that it knew the same prior to
         receiving it from the Licensee, or unless the Proprietor can
         substantiate that it has



                                       6
<PAGE>

         developed or discovered the same independently of any information
         received from the Licensee.

12.      INDEMNITY

12.1     The Licensee understands and agrees that the exercise of the licence
         granted to the Licensee under this agreement is subject to all
         applicable laws, enactments, regulations and other similar instruments
         in the Territory (including, without limitation, all applicable local
         laws relating to advertising, broadcasting and telecommunications), and
         that the Licensee shall at all times be solely liable and responsible
         for such due observance and performance. The Licensee will obtain at
         its own expense all licenses, permits and consent necessary for the
         provision of the Services or other use of the Licensed Rights.

12.2     Subject as provided in clause 12.5, the Licensee shall be liable for
         and will indemnify the Proprietor (together with its officers, servants
         and agents) against any and all direct liability, loss, damages, costs,
         legal costs, professional and other expenses of any nature whatsoever
         incurred or suffered by the Proprietor (but excluding any consequential
         damages, any economic loss or other loss of profits, business or
         goodwill) arising out of any dispute or contractual tortious or other
         claims or proceedings brought against the Proprietor by a
         non-affiliated third party claiming relief against the Proprietor by
         reason of the provision of any Services by the Licensee or the use by
         the Licensee of the Licensed Rights, except insofar as any such claims
         may arise from:

            (a)     any breach of this Agreement by the Proprietor;

            (b)     from the instructions given to the Licensee by the
                    Proprietor provided such instructions have been properly
                    carried out by the Licensee.

12.3     Subject as provided in clause 12.5, the Proprietor shall be liable for
         and will indemnify the Licensee (together with its officers, servants
         and agents) against any and all liability, loss, damages, costs, legal
         costs, professional and other expenses of any nature whatsoever
         incurred or suffered by the Licensee whether direct or consequential
         (including but without limitation any economic loss or other loss of
         profits, business or goodwill) arising out of any dispute or
         contractual tortious or other claims or proceedings brought against the
         Licensee by a third party claiming relief against the Licensee by
         reason of the use by the Licensee of the Licensed Rights, but only to
         the extent that such third party rights derive from agreements made by
         or actions taken by the Proprietor, and except insofar as any such
         claims may arise from any breach of this Agreement by the Licensee.



                                       7
<PAGE>

12.4     The Proprietor does not warrant that the use of the Marks by the
         Licensee shall not infringe the rights of any third party except to the
         extent that such third party rights derive from agreements made by the
         Proprietor. To the Proprietor's knowledge, the Marks do not infringe
         upon the rights of any third party, and no third party has asserted
         that its rights have been infringed upon through the use of the Marks.

12.5     The liability of the Licensee under clause 12.2 shall not exceed the
         sum of US$500,000 (Five hundred thousand US Dollars) and the liability
         of the Proprietor under clause 12.3 shall not exceed the sum of
         US$2,000,000 (Two million US Dollars) and in each case shall be
         conditional on the indemnified party promptly notifying the
         indemnifying party in writing of the claim or proceedings, making no
         admissions without the consent in writing of the indemnifying party
         (such consent not to be unreasonably withheld or delayed), and
         permitting the indemnifying party's representatives at the indemnifying
         party's cost to conduct and/or settle all negotiations and litigation
         and must give the indemnifying party all reasonable assistance in
         relation thereto. Following payment by Licensee to the Proprietor of
         US$4,000,000 pursuant to clause 9.1, Proprietor's sole and exclusive
         remedy shall be to cause Licensee to take assignment of the Licensed
         Rights pursuant to clause 9.3 hereof.

13.      DISCLOSURE AND CONFIDENTIALITY

13.1     If either party or any of its Affiliates, employees, agents or advisers
         receive confidential, secret or any proprietary information of the
         other party under this agreement the recipient party shall keep the
         same confidential and not at any time after such receipt disclose,
         divulge or communicate the same to any person other than:

            (a)     its officers or employees; and

            (b)     persons engaged by the recipient party where necessary for
                    performance of its obligations and in pursuance of its
                    rights under this Licence.

13.2     The obligations of confidentiality set out in clause 13.1 shall not
         extend to information acquired which at the same time of acquisition
         can be shown:

            (a)     was in, or at a later date has come into, the public domain,
                    other than following a breach of this clause 13; or

            (b)     was known prior to first disclosure to it; or

            (c)     was received independently from a third party with the full
                    right to disclose.

13.3     The obligations of confidentiality set out in clause 13.1 shall not
         extend to information that a party is legally required to disclose. In
         that regard, the



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<PAGE>


         parties acknowledge that both the Proprietor and the Licensee are
         publicly-traded companies in the United Kingdom and the United States
         respectively and that this agreement is a material agreement requiring
         submission to the U.S. Securities and Exchange Commission ("SEC").
         Licensee will request that confidential treatment be afforded to this
         agreement, but no assurance can be given that the SEC will grant such
         request.

13.4     Subject to clauses 13.3, neither party shall issue any press release or
         other public document containing, or make any public statement
         containing, or otherwise disclose to any person who is not a party,
         information which relates to or is connected with or arises out of this
         agreement or the matters contained in it, without the prior written
         approval of the other party (such approval not to be unreasonably
         withheld or delayed) as to its content and the manner and extent of its
         publication. The parties shall consult together upon the form of any
         such press release, document or statement and the other party shall
         promptly provide such information and comment as the party issuing such
         press release, document or statement may from time to time reasonably
         request.

14.      ASSIGNMENT AND SUB-LICENSING

14.1     Save as otherwise provided in sub-clause 3.1 above, neither party shall
         assign, transfer, sub-contract or in any other manner make over to any
         third party the benefit and/or burden of this agreement without the
         prior written consent of the other such consent not to be unreasonably
         withheld, refused or conditioned.

14.2     In the event of an assignment this agreement shall be binding upon such
         successor or assignee and the name of a party appearing herein shall be
         deemed to include the names of any such successor or assignee.

15.      TERMINATION

15.1     Either party may terminate this agreement without prejudice to its
         other remedies forthwith by notice in writing to the other if that
         other either:

               (a)  commits a material breach of this agreement, provided that
                    the termination will become effective thirty days after
                    receipt of written notice (subject to compliance with clause
                    25.2 hereof) unless during the relevant period of thirty
                    days the defaulting party has remedied the default or (if
                    the default is not capable of remedy within thirty days) is
                    diligently proceeding to cure the default by taking active
                    effective and continuing steps to do so and the default is
                    in fact cured within a reasonable period of time after
                    receipt of the relevant notice; or



                                       9
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               (b)  is unable to pay its debts or enters into compulsory or
                    voluntary liquidation (other than for the purpose of
                    effecting a reconstruction or amalgamation in such manner
                    that the company resulting from such reconstruction or
                    amalgamation if a different legal entity shall agree to be
                    bound by and assume the obligations of the relevant party
                    under this agreement) or compounds with or convenes a
                    meeting of its creditors or has a receiver or manager or an
                    administrative receiver or an administrator appointed of its
                    assets or ceases for any reason to carry on business or
                    takes or suffers any similar action which in the opinion of
                    the party giving notice means that the other may be unable
                    to pay its debts.

         Following payment to the Proprietor of US$4,000,000 by the Licensee
         pursuant to clause 9.1, the Proprietor's right to terminate this
         agreement pursuant to this clause 15.1 shall be extinguished, and
         Proprietor's sole right or remedy shall be to cause the Licensed Rights
         to be assigned to the Licensee pursuant to the Assignment.

15.2     This agreement will automatically terminate immediately on delivery of
         the Assignment.

15.3     Prior to payment by Licensee of US$4,000,000 to the Proprietor pursuant
         to clause 9.1, the Proprietor may, subject to the terms of this clause
         15.3, terminate this Agreement by notice in writing if there is a
         change of control of the Licensee in favour of a competitor of the
         Proprietor, and for this purpose "control" means the power of a person
         (which includes a corporate or unincorporated body) to secure the
         Licensee's affairs are conducted in accordance with the wishes of that
         person:

               (a)  by means of the holding of shares or the possession of
                    voting power in or in relation to the Licensee or any other
                    body corporate; or

               (b)  by virtue of any powers conferred by the charter documents
                    or any other document regulating the Licensee or any other
                    body corporate and a "change of control" shall occur if a
                    person who controls the Licensee ceases to do so, or if
                    another person acquires control of the Licensee; or

               (c)  if the Licensee transfers substantially all of the business
                    and assets involved in the provision of the Services to a
                    competitor of the Proprietor.

         Upon receipt by Licensee of a proposed notice of termination of this
         agreement by the Proprietor pursuant to this clause 15.3, Licensee
         shall have a period of thirty days from the date of its receipt to pay
         to Proprietor any portion of the $4,000,000 that has not to date been
         paid pursuant to clause 9.1, in which case, the Proprietor's right to
         terminate pursuant to this clause 15.3 (as well as the proposed notice
         of termination) shall be extinguished.


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<PAGE>



15.4     Termination of this agreement for whatever reason shall not affect the
         accrued rights of the parties arising in any way out of this Agreement
         as at the date of termination and in particular but without limitation
         the right to recover damages from the other for any pre-existing breach
         of this agreement. Termination of this agreement will however end any
         obligations of the Proprietor to renew any registrations of the Marks.

15.5     The provisions of clauses 10, 12, 13, 23 and 25 shall survive
         termination however occasioned.

16.      EFFECT OF TERMINATION

16.1     When this agreement is terminated pursuant to clause 15.1 or 15.3:

               (a)  the license to use the Licensed Rights pursuant to this
                    agreement ceases immediately (but subject to clause
                    16.1(d));

               (b)  the Licensee shall not manufacture, sell or offer any
                    products or services of any type or description under or by
                    reference to the Marks or any confusingly similar mark
                    pursuant to rights arising under this agreement;

               (c)  the Licensee shall co-operate with the Proprietor in
                    cancelling any registration of this agreement as a Licence
                    or of the Licensee as a permitted user of the Marks pursuant
                    to this agreement;

               (d)  if the termination is by Licensee pursuant to clause 15.1
                    when the Proprietor is in breach, the Licensee shall have
                    the right, upon payment of any portion of the $4,000,000
                    described in clause 9.1 that has not yet been paid, to the
                    immediate assignment of the Licensed Rights pursuant to the
                    Assignment, and Licensee's rights (whether pursuant to this
                    agreement or the effectiveness of the Assignment) shall
                    continue without interruption.

16.2     After any termination the Licensee may, for a period of 90 days from
         termination, continue to sell any Services in connection with which the
         Licensed Rights were applied prior to the date of termination.

16.3     When this Agreement is terminated pursuant to clause 15.2 or (if the
         Proprietor is in breach) clause 15.1 the right of the Proprietor to use
         the Marks under clause 3.2 in France shall immediately cease.

16.4     The Licensee shall within 30 days of termination pay the Proprietor all
         sums due under this agreement through the date of termination together
         with all accrued interest.



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17.      FORCE MAJEURE

17.1     If and to the extent that either party is prevented or delayed by force
         majeure (as defined below) from performing any of its obligations under
         this agreement and promptly so notifies the other party, specifying the
         matters constituting force majeure together with such evidence in
         verification thereof as it can reasonably give and specifying the
         period for which it is estimated that the prevention or delay shall
         continue, then the party so affected shall be relieved of liability to
         the other for failure to perform or for delay in performing such
         obligations (as the case may be), but shall nevertheless use its best
         endeavours to resume full performance thereof provided that if the
         force majeure continues for a period of [two] months or more following
         notification, the party not affected by the force majeure may terminate
         this agreement by giving not less than 30 days prior notice to the
         other party, but the notice of termination shall be of no effect if the
         party affected by the force majeure resumes full performance of its
         obligations before the expiry of the notice period.

17.2     For the purpose of this clause FORCE MAJEURE means any circumstances
         not foreseeable at the date of this agreement and not within the
         reasonable control of the party in question including, without
         prejudice to the generality of the foregoing, strikes, lockouts,
         shortages or labour or raw materials, civil commotion, riot, invasion,
         war, threat of or preparation for war, fire, explosion, storm, flood,
         earthquake, subsidence, epidemic or other natural physical disaster.

18.      ENTIRE AGREEMENT

         This agreement, together with any documents referred to in it,
         constitutes the whole agreement between the parties relating to its
         subject matter and supersedes and extinguishes any prior drafts,
         agreements, undertakings, representations, warranties and arrangements
         of any nature, whether in writing or oral, relating to such subject
         matter.

19.      VARIATION

         No variation of this agreement shall be effective unless made in
         writing.

20.      INVALIDITY

         If any provision of this agreement shall be held to be illegal, void,
         invalid or unenforceable under the laws of any jurisdiction, the
         legality, validity and enforceability of the remainder of this
         agreement in that jurisdiction shall not be affected, and the legality,
         validity and enforceability of the whole of this agreement shall not be
         affected in any other jurisdiction.



                                       12
<PAGE>


21.      RIGHTS OF THIRD PARTIES

         No term of this agreement shall be enforceable under the Contracts
         (Rights of Third Parties) Act 1999 by a third party, but this does not
         affect any right or remedy of a third party which exists or is
         available apart from under that Act.

22.      NON-WAIVER

         No failure to exercise nor any delay in exercising by either party to
         this agreement of any right, power, privilege or remedy under this
         agreement shall impair or operate as a waiver of such right, power,
         privilege or remedy.

23.      NOTICES

         Any notice required to be given under this agreement or in connection
         with the matters contemplated by it shall, except where otherwise
         specifically provided, be in writing personally delivered, in which
         case it shall be deemed to have been given upon delivery at the
         relevant address or sent by recognized international courier service
         with confirmed receipt, in which case it shall be deemed to have been
         on the date received or sent by fax, in which case it shall be deemed
         to have been given when despatched, subject to confirmation of
         uninterrupted transmission by a transmission report.

24.      RELATIONSHIP

         Nothing in this agreement shall constitute, or be deemed to constitute
         a partnership between the parties nor, except as expressly provided,
         shall it constitute, or be deemed to constitute, any party the agent of
         any other party for any purpose.

25.      LAW AND JURISDICTION

25.1     This agreement shall be governed by, and construed in accordance with,
         English law and each of the parties irrevocably submits to the
         non-exclusive jurisdiction of the English courts and waives any
         objection to proceedings in such courts on the grounds of venue or on
         the grounds that the proceedings have been brought in an inconvenient
         forum.

25.2     Before resorting to legal proceedings or termination for breach the
         parties shall attempt to settle by negotiations between them in good
         faith all disputes or differences which arise between them out of or in
         connection with this agreement. The parties further agree that
         (provided both parties consider that such negotiations would be
         assisted thereby), they will appoint a mediator by mutual agreement, or
         (failing mutual agreement) will apply to the President of the London
         Chamber of Commerce to appoint a mediator, to assist them in



                                       13
<PAGE>


         such negotiations. Both parties agree to co-operate fully with such
         mediator, provide such assistance as is necessary to enable the
         mediator to discharge his duties, and to bear equally between them the
         fees and expenses of the mediator.


This agreement has been entered into on the date stated at the beginning of it.



                                       14
<PAGE>



                                   SCHEDULE 1
                                      MARKS

1.   UNREGISTERED MARKS

         HARRIS, HARRIS ONLINE, HARRIS INTERACTIVE, HARRIS POLL INTERACTIVE and
         all other unregistered derivatives of HARRIS.
2.   REGISTERED TRADE MARKS
      <Table>
      <Caption>
      Country               Classes               Mark                           No .
      --------------------- --------------------- ------------------------------ --------------------------
<S>                         <C>                   <C>                           <C>
      Germany               16,35,42              LOUIS HARRIS                   #2033416
      --------------------- --------------------- ------------------------------ --------------------------
      Spain                 35                    LOUIS HARRIS                   #1696383MO
      --------------------- --------------------- ------------------------------ --------------------------
      Germany               16,35,42              HARRIS POLL                    #2033418
      --------------------- --------------------- ------------------------------ --------------------------
      Spain                 35                    HARRIS POLL                    #1696387M3
      --------------------- --------------------- ------------------------------ --------------------------
      Germany               16,35,42              HARRIS SURVEY                  #2033417
      --------------------- --------------------- ------------------------------ --------------------------
      Spain                 35                    HARRIS SURVEY                  #1696385M7
      --------------------- --------------------- ------------------------------ --------------------------
      ITALY                 16,35                 HARRIS POLL                    #7612002MI
      --------------------- --------------------- ------------------------------ --------------------------
      ITALY                 16,3535               HARRIS SURVEY                  #76112002MI
      --------------------- --------------------- ------------------------------ --------------------------
      UK                    35                    HARRIS                         #1526088
      --------------------- --------------------- ------------------------------ --------------------------
      UK                    35                    HARRIS PROMARK                 #1526092
      --------------------- --------------------- ------------------------------ --------------------------
      UK                                          THE HARRIS RESEARCH CENTRE     #1526086
      --------------------- --------------------- ------------------------------ --------------------------
      UK                    35, 42                HPOL                           #2214210
      --------------------- --------------------- ------------------------------ --------------------------
      CTM                   35,42                 HPOL                           #1380435
      --------------------- --------------------- ------------------------------ --------------------------
      WIPO                  35,42                 HPOL                           #729904
      --------------------- --------------------- ------------------------------ --------------------------
      Norway                35,42                 HPOL                           #729904
      --------------------- --------------------- ------------------------------ --------------------------
      Romania               35,42                 HPOL                           #729904
      --------------------- --------------------- ------------------------------ --------------------------
      Switzerland           35,42                 HPOL                           #729904
      --------------------- --------------------- ------------------------------ --------------------------
      Turkey                35,42                 HPOL                           #729904
      --------------------- --------------------- ------------------------------ --------------------------
      Czech Republic        35,42                 HPOL                           #729904
      --------------------- --------------------- ------------------------------ --------------------------
      Hungary               35,42                 HPOL                           #729904
      --------------------- --------------------- ------------------------------ --------------------------
      </Table>

3.   TRADE MARK APPLICATIONS

     <TABLE>
     <CAPTION>

<S>                       <C>        <C>                      <C>
      Country             Class      Mark                     No.
      ------------------- ---------- ------------------------ ------------------
      France                 35      HARRIS POLL              t.b.a
      ------------------- ---------- ------------------------ ------------------
      France                 35      LOUIS HARRIS             t.b.a.
      ------------------- ---------- ------------------------ ------------------
      </Table>



                                       15
<PAGE>



                               SCHEDULE 2 TERRITORY


                                            Albania
                                            Austria
                                            Belgium
                                            Bulgaria
                                            Cyprus
                                            Czech Republic
                                            Denmark
                                            Finland
                                            France
                                            Germany
                                            Greece
                                            Hungary
                                            Ireland
                                            Italy
                                            Luxembourg
                                            Monaco
                                            Netherlands
                                            Norway
                                            Poland
                                            Portugal
                                            Romania
                                            Spain
                                            Sweden
                                            Switzerland
                                            Turkey
                                            United Kingdom
                                            Vatican City
                                            Bosnia & Herzegovina
                                            Macedonia
                                            Yugoslavia
                                            Belarus
                                            Estonia
                                            Latvia
                                            Lithuania
                                            Georgia
                                            Ukraine
                                            Russia





                                       16
<PAGE>



Signed by RAJ AFGHAN                   /s/ RAJ AFGAN
for and on behalf of TAYLOR            -----------------------------------------
NELSON SOFRES PLC                      GROUP IP COUNSEL


Signed by ROBERT E. KNAPP              /s/ ROBERT E. KNAPP
for and on behalf of HARRIS            -----------------------------------------
INTERACTIVE, INC                       VICE-CHAIRMAN AND CHIEF EXECUTIVE OFFICER




                                       17