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                                                                    Exhibit 10.1


                                    AGREEMENT

         This Agreement ("Agreement") is made as of December 31, 2003, effective
January 26, 2004 (the "Effective Date"), by and between Harris Interactive Inc.
("Harris"), a Delaware corporation with an address of 60 Corporate Woods,
Rochester, New York 14623, and Robert E. Knapp ("Knapp") with an address of 299
Saugatuck Avenue, Westport, Connecticut 06880.

         WHEREAS, Harris desires to employ Knapp as its Vice Chairman and Chief
Executive Officer on the terms and conditions contained in this Agreement, and
Knapp desires to accept such employment,

         NOW THEREFORE, in consideration of the mutual promises and agreements
set forth herein, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties agree as follows:

         1.       Definitions.  For purposes of this Agreement, the following
terms shall have the following meanings:

         "Base Salary" means $500,000 per annum, or such higher base salary as
may hereafter be approved by the Board of Directors.

         "Bonus" shall mean non-salary, performance-based cash compensation
under a plan approved for the applicable fiscal year by the Board of Directors
(or a committee thereof) and applicable to the senior executives of Harris
(including Knapp) as a group. Such plan shall provide for a target Bonus for
Knapp of at least $250,000 based upon achievement of Harris's annual financial
plan as approved by its Board of Directors, and for additional Bonus above such
target Bonus for performance exceeding Harris's annual financial plan.

         "Cause" means Knapp's:

                  (a) willful refusal to perform, willful failure to perform
(other than failure due to physical or mental illness), or willful misconduct in
the performance of, the duties set forth in Section 3 hereof provided that such
refusal, failure, or misconduct is material and has continued after Harris has
given Knapp fifteen days written notice specifying the same in reasonable
detail, provided, however, for the purposes of clarity, failure of Harris to
achieve the results outlined in its annual operating plan shall not be "Cause",

                  (b) overt and willful disobedience of orders or directives
issued by the Board of Directors of Harris that are within the scope of Knapp's
duties to Harris, provided that such overt and willful disobedience has
continued after Harris has given Knapp fifteen days' written notice specifying
the same in reasonable detail,

                  (c) conviction, plea of nolo contendere, or express admission
of commission of any felony, whether or not related to performance of duties
under this Agreement,

                  (d) commission of any other illegal act if committed in
connection with the performance of duties for Harris if such act could be
materially and demonstrably injurious to Harris,


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                  (e) breach of the material terms of this Agreement, provided,
however, in the case of any breach that is curable, such breach has continued
uncured after Harris has given Knapp fifteen days' written notice specifying the
same in reasonable detail, and/or

                  (f) material violation of Harris's written rules, regulations
or policies provided that such violation has continued after Harris has given
Knapp fifteen days written notice specifying the same in reasonable detail.

         "Change in Control" means the occurrence of any of the following
events:

                  (a) any Person is or becomes the Beneficial Owner, directly or
indirectly, of securities of Harris (not including in the securities
beneficially owned by such Person any securities acquired directly from Harris
or its Affiliates) representing 50% or more of the combined voting power of
Harris's then outstanding securities; or

                  (b) the following individuals cease for any reason to
constitute a majority of the number of directors then serving as directors of
Harris: individuals who, on the date hereof, constitute the Board of Directors
of Harris and any new director (other than a director whose initial assumption
of office is in connection with the settlement of an actual or threatened
election contest, including but not limited to a consent solicitation, relating
to the election of directors of Harris) whose appointment or election by the
Board of Directors of Harris or nomination for election by Harris's stockholders
was approved or recommended by a vote of at least a majority of the directors
then still in office who either were directors on the date hereof or whose
appointment, election or nomination for election was previously so approved or
recommended; or

                  (c) there is consummated a merger or consolidation of Harris
or any direct or indirect subsidiary of Harris with any other corporation or
entity, other than (i) a merger or consolidation which would result in the
voting securities of Harris outstanding immediately prior to such merger or
consolidation continuing to represent (either by remaining outstanding or by
being converted into voting securities of the surviving entity or any Parent
thereof), in combination with the ownership of any trustee or other fiduciary
holding securities under an employee benefit plan of Harris or any subsidiary of
Harris, at least 50% of the combined voting power of the securities of Harris,
such surviving entity or any Parent thereof outstanding immediately after such
merger or consolidation or (ii) a merger or consolidation effected solely to
implement a recapitalization of Harris (or similar transaction) in which no
Person is or becomes the Beneficial Owner, directly or indirectly, of securities
of Harris (not including in the securities beneficially owned by such Person any
securities acquired directly from Harris or its Affiliates) representing 50% or
more of the combined voting power of Harris's then outstanding securities; or

                  (d) the stockholders of Harris approve a plan of complete
liquidation or dissolution of Harris, or there is consummated a sale or
disposition by Harris or any of its subsidiaries of any assets which
individually or as part of a series of related transactions constitute all or
substantially all of Harris's consolidated assets, other than any such sale or
disposition to an entity at least 50% of the combined voting power of the voting
securities of which stockholders of Harris are Beneficial Owners in
substantially the same proportions as their Beneficial Ownership of the voting
securities of Harris immediately prior to such sale or disposition.

                  As used herein, "Affiliate" shall have the meaning set forth
in Rule 12b-2 promulgated under Section 12 of the Exchange Act; "Beneficial
Owner" shall have the meaning set forth in Rule 13d-3 under the Exchange Act;
"Exchange Act" shall mean the Securities Exchange Act of 1934, as amended



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from time to time; "Parent" shall mean any entity that becomes the Beneficial
Owner of at least 80% of the voting power of the outstanding voting securities
of Harris or of an entity that survives any merger or consolidation of Harris or
any direct or indirect subsidiary of Harris; and "Person" shall have the meaning
given in Section 3(a)(9) of the Exchange Act, as modified and used in Sections
13(d) and 14(d) thereof, except that such term shall not include Harris or any
of its subsidiaries, a trustee or other fiduciary holding securities under an
employee benefit plan of Harris or any of its Affiliates, an underwriter
temporarily holding securities pursuant to an offering of such securities, or a
corporation or entity owned, directly or indirectly, by the stockholders of
Harris in substantially the same proportions as their ownership of stock of
Harris.

         "Confidential Information" means any and all information and material
proprietary to Harris or not generally known or available to the public in which
Harris has any interest or rights now or in the future, including without
limitation Harris's business strategies, client lists, supplier lists, partners,
agreement terms, pricing, databases, products, designs, processes, systems,
methods; trade secrets, know-how, data, technical plans, drawings, information,
inventions, formulas, technology and anything else that might be construed as
proprietary or confidential in nature. Confidential Information shall not
include information and material (a) publicly available through no breach by
Knapp of any confidentiality obligation to Harris, (b) released by Harris with a
written waiver of confidentiality, (c) lawfully obtained from third parties, or
(d) previously known or developed by third parties independently of Harris and
Knapp provided that such knowledge or development can be independently
substantiated.

         "Disability" shall mean a disability that would, after the passage of
any applicable waiting period, entitle Knapp to coverage under Harris's long
term disability insurance policies covering executive employees ("Disability
Policies").

         "Good Reason" means: (a) material breach of Harris's obligations
hereunder provided that such breach continues after Knapp has given Harris
fifteen days written notice specifying the same in reasonable detail; or (b)
material diminution of Knapp's title of Chief Executive Officer,
responsibilities, or direct reporting line to the Board of Directors, or
assignment of duties or responsibilities which occupy a significant proportion
of Knapp's time that are inconsistent with those described in Section 3 hereof,
in each case after fifteen days written notice of objection by Knapp specifying
the same in reasonable detail; provided, however, that after a Change of
Control, Good Reason shall not include a change of title, reporting line,
responsibilities, and duties so long as such changed title, reporting line, and
reassignment of executive duties are at a level commensurate with the level of
participation of Harris in the controlling Person (such as, for example,
executive duties at a divisional, subsidiary, or group level, if Harris becomes
a division, subsidiary, or group within the controlling Person), or assignment
of other duties not materially inconsistent with duties appropriate for a past
vice chairman and chief executive officer; provided, that following such Change
in Control, Knapp remains the highest ranking employee of such division,
subsidiary or group within the controlling Person; or (c) without Knapp's prior
consent, the relocation of Knapp's principal business location more than fifty
(50) miles from either Rochester, New York or New York City.

         "Termination Date" means the earliest of:

                  (a) December 31, 2007 or a later date, if any, to which such
date is extended by mutual agreement of the parties,

                  (b) the date of Knapp's death, and

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                  (c) the date on which Knapp's employment is terminated under
Section 6(b) or Section 6(c).

         2.       Employment. Harris shall employ Knapp, and Knapp accepts
employment from Harris, as Vice Chairman and Chief Executive Officer of Harris
commencing on the Effective Date and continuing through and including the
Termination Date. The Board of Directors of Harris shall appoint Knapp as a
member of the Board of Directors as of the Effective Date.

         3.       Duties.

                  (a) Duties. Commencing on the Effective Date and continuing
through and including the Termination Date, Knapp shall perform the duties of
Vice Chairman and Chief Executive Officer of Harris, including duties requested
from time to time by the Board of Directors consistent with those generally
performed by the vice-chairman and chief executive officer of a public company
of a size and type similar to Harris. Knapp shall report to the Board of
Directors (or a duly authorized committee thereof) and, subject to the authority
of the Board of Directors, shall have such authority as is reasonably necessary
to carry out his duties hereunder. With the exception of Harris's Chairman,
Gordon Black, all employees of Harris shall report to Knapp, or such other
employee as Knapp shall reasonably designate.

                  (b) Board of Directors. Knapp shall be appointed as a member
of the Board of Directors of Harris as of the Effective Date. Prior to the
Termination Date and prior to any Change of Control, the Board of Directors
shall nominate Knapp for re-election as a director at each annual meeting of
stockholders coinciding with the expiration of his term as a director, and shall
recommend him for re-election, but the failure of the stockholders to elect
Knapp as a member of the Board of Directors shall not constitute a breach of
this Agreement. Knapp will resign as a director on the Termination Date unless
otherwise requested by the Board of Directors.

                  (c) Efforts. Until the Termination Date, Knapp shall devote
his full business time and efforts to his duties under this Agreement.

                  (d) Non-Disparagement. Knapp acknowledges that Harris's
reputation is important in the continued success of its business, and agrees
that he will not discuss or comment in such a manner as may adversely impact the
reputation or public perception, or otherwise disparage, Harris or its officers,
employees, or directors in any manner; provided, however, that Knapp may make
such disclosures as may be required by law. Harris acknowledges that Knapp's
reputation is important to his continued success. Harris agrees that it will
not, and that it will use all reasonable efforts to cause its officers,
employees, and directors not to, defame, disparage, or otherwise discuss or
comment about Knapp in such a manner as may adversely impact his reputation or
public perception; provided, however, that Harris may make such disclosures as
may be required by law.

         4.       Payment and Provision of Benefits to Knapp. Subject to and in
consideration of Knapp's compliance with this Agreement, and in lieu of any and
all other compensation and benefits whether pursuant to agreement, company
policy or otherwise (except as otherwise required by law):

                  (a) Payments. Harris shall provide to Knapp:

                      (i) his Base Salary commencing on the Effective Date and
continuing through and including the Termination Date, payable on the same
schedule as is applicable to salary payments for other Harris executives,


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                      (ii) Bonus for the period commencing on July 1, 2004 and
continuing through and including the Termination Date, pro rated in any partial
fiscal year in which a Termination Date occurs,

                      (iii) health and dental insurance benefits comparable to
those then provided to other executive employees of Harris, subject to the same
co-pay, deductibles, and the like applicable to such executive employees,
commencing on the Effective Date and continuing through and including the
Termination Date,

                      (iv) term life insurance and long and short term
disability coverage under policies of general applicability to Harris's
executive employees, commencing on the Effective Date and continuing through and
including the Termination Date,

                      (v) in addition to life insurance provided under (iv), a
term life insurance policy in the amount of $2,000,000 subject to Knapp's
insurability at commercially reasonable rates, such insurance to be effective as
soon as reasonably practical after the Effective Date and continuing through and
including the Termination Date,

                      (vi) a car allowance of $1,000 per month commencing on the
Effective Date and continuing through and including the Termination Date, and

                      (vii) participation to the extent he is otherwise eligible
therefor in Harris's 401(k) Plan and Employee Stock Purchase Plan, commencing on
the Effective Date and continuing through and including the Termination Date.

                  (b) Vacation. Commencing on the Effective Date and continuing
through and including the Termination Date, Knapp shall continue to accrue, and
may use, vacation time in accordance with Harris company policy; provided,
however, Knapp shall be entitled to not less than four (4) weeks vacation per
annum for every year of the employment term. Subject to company policy regarding
limitations on carry-over of vacation time, Harris shall pay Knapp all of his
vacation time, accrued and unused, through and including the Termination Date on
the Termination Date.

                  (c) Disability. If a Disability of Knapp occurs after the
Effective Date and prior to the Termination Date:

                      (i) during the period that Knapp is receiving disability
payments under Harris's Disability Policies and the Termination Date, Knapp
shall not be entitled to payments under Section 4(a)(i) hereof; provided,
however, until and including the earlier to occur of the date fifteen (15)
months after the Disability date and the Termination Date, Knapp shall be
entitled to payments in the amount of the difference between the disability
payments and the amount that would otherwise be paid under Section 4(a)(i);

                      (ii) to the extent payments under Section 4(a)(ii) hereof
would otherwise be earned for any Harris fiscal year commencing with the fiscal
year ending June 30, 2005, such payments shall be pro rated for the period
through and including the date of Knapp's Disability, and Knapp shall not be
eligible for payments under Section 4(a)(ii) after such Disability;

                      (iii) after the date of Disability Knapp shall not be
eligible for payments or benefits under Sections 4(a)(iii), 4(a)(v), and
4(a)(vi), Section 4(e), and Section 4(g);

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                      (iv) after the date of Disability, Knapp shall receive the
payment when due under Section 4(h) but proportionately reduced for the period
from Disability through and including June 30, 2004, and shall receive benefits
and payments and under Section 6(b)(ii) until December 31, 2007, or such later
date to which the Termination Date shall have been extended previously by mutual
agreement of the parties; and

                      (v) after the date of Disability until and including the
Termination Date, Knapp shall receive benefits and payments under Sections
4(a)(iv) and 4(a)(vii) only to the extent that he is eligible for such benefits
and payments under Harris's benefit plans applicable to all other executive
employees.

                  (d) Business Expenses; Attorney Fees. Harris shall reimburse
Knapp for his ordinary and customary business expenses incurred prior to the
Termination Date as well as reasonable attorney fees and disbursements related
to the transactions contemplated by this Agreement.

                  (e) Apartment; Relocation. Harris shall provide Knapp with an
apartment in Rochester, New York at a reasonable monthly rental expense, or in
lieu thereof reasonable hotel expenses, commencing on the Effective Date and
continuing through the Termination Date; provided, however, that if Knapp and
the Board of Directors mutually agree that Knapp should relocate his principal
residence to Rochester, in lieu of the apartment or hotel expenses Harris shall
pay Knapp's reasonable and customary relocation expenses including moving costs,
brokerage commissions related to the sale of his existing residence and purchase
of a Rochester residence, and closing costs.

                  (f) Withholding. All payments hereunder shall be subject
to any required withholding of federal, state and local taxes pursuant to any
applicable law or regulation.

                  (g) Change of Control. If a Change of Control shall have
occurred:

                      (i) after such Change of Control Knapp's entitlement to
Bonus under Section 4(a)(ii) may be modified by the new controlling Person in a
reasonable manner so that such Bonus is calculated with reference to a
performance-based bonus plan provided by the new controlling Person, provided,
however, that the amount of the target and additional bonus for which Knapp is
eligible is not decreased and his ability to earn the Bonus is not materially
impaired;

                      (ii) after such Change of Control Knapp's entitlement to
payments and benefits under Sections 4(a)(iii), 4(a)(iv), and 4(a)(vii) may be
modified by the new controlling Person to entitlement to those benefits
generally provided to executives of the new controlling Person;

                      (iii) if in connection with, or within the fifteen
(15)-month period following the date of, the Change of Control, Harris and/or
the new controlling Person terminates Knapp's employment without Cause, or Knapp
terminates his employment with Good Reason, in lieu of further payments or
benefits under any other provision of this Agreement except as provided in
Section 5, Knapp shall be entitled to a lump sum payment of $1,250,000, and in
consideration of Knapp's continuing obligations under Sections 7, 8, and 9
hereof, Knapp shall be entitled to an additional lump sum payment of $1,000,000;
and

                      (iv) if all or any portion of the payments or other
benefits paid or payable to Knapp under this Agreement and under any other plan,
program or agreement of the Company or its affiliates, in each case, however, in
connection with or after a Change of Control, are determined to constitute an
excess parachute payment within the meaning of Section 280G of the Internal
Revenue Code


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of 1986, as amended, and as it may be amended on or after the date of this
Agreement (the "Code"), and results in the imposition on Knapp of an excise tax
under Section 4999 of the Code, then, in addition to any other benefits to which
Knapp is entitled under this Agreement, Harris shall pay to Knapp an amount
equal to the sum of (A) the excise taxes payable by Knapp by reason of receiving
excess payments; and (B) a gross-up amount necessary to offset any and all
applicable federal, state, and local excise, income, or other taxes incurred by
Knapp by reason of Harris's payment of the excise tax described in (A) above.

                  (h) Signing Bonus. Knapp shall receive a signing bonus of
$125,000, payable on June 30, 2004.

         5.       Stock Options.

                  (a) Options. On the Effective Date the Executive shall receive
non-qualified options to purchase 1,000,000 shares of the Company's stock. The
options shall have an exercise price equal to the fair market value of the stock
as of the close of trading on the last trading day immediately prior to the
Effective Date.

                  (b) Vesting. 25% of the options shall vest on the date one
year after the Effective Date and the balance shall vest over the 36 months
thereafter at a rate of 1/36 of the remaining 750,000 shares per month.
Notwithstanding the foregoing:

                      (i) if a Termination Date has not previously occurred, on
the date of a Change of Control all remaining unvested options shall immediately
vest, and

                      (ii) no unvested options shall vest after Knapp's
Disability, or after a Termination Date.

                  (c) Exercise Period. Options will expire unless exercised on
or before the earliest to occur of (i) the date ten years after the Effective
Date, (ii) the date one year after the date on which Knapp's employment is
terminated for any reason including Knapp's death if a Change of Control has
occurred, (iii) the date one year after Knapp's Disability, and (iv) the date
fifteen (15) months after termination of Knapp's employment by Harris or Knapp
for any reason including Knapp's death (the "Expiration Date").

                  (d) Method of Option Exercise. The options may be exercised in
whole or in part by filing a written notice with the Secretary of Harris at its
corporate headquarters prior to the Expiration Date. Such notice shall (i)
specify the number of shares of stock which Knapp elects to purchase, and (ii)
be accompanied by payment of the exercise price for such shares of stock.
Payment shall be by cash or by check payable to Harris, provided, however, (i)
all or a portion of the Exercise Price may be paid by delivery of shares of
stock acceptable to Harris (including, if Harris so approves, the withholding of
shares otherwise issuable upon exercise of the options) and having an aggregate
fair market value (valued as of the date of exercise) that is equal to the
amount of cash that would otherwise be required; and (ii) Knapp may pay the
exercise price by authorizing and directing a third party to sell shares of
stock (or a sufficient portion of the shares) acquired upon exercise of the
option and to remit to Harris a sufficient portion of the sale proceeds to pay
the entire exercise price and any tax withholding resulting from such exercise.

                  (e) Withholding. All distributions under this Section 5 are
subject to withholding of all applicable taxes. At the election of Knapp, such
withholding obligations may be satisfied through the surrender of shares of
stock which Knapp already owns or to which he is otherwise entitled hereunder.


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                  (f) Transferability. Except as otherwise provided in this
Section 5, the options are not transferable other than as designated by Knapp by
will or by the laws of descent and distribution, and during the Knapp's life,
may be exercised only by Knapp or by his guardian or legal representative.

                  (g) Registration Rights. If any grant of options hereunder is
not made pursuant to a plan that is then covered by an effective registration
statement pursuant to the Securities Act of 1933, as amended, Harris agrees to
file, as soon as practicable after the date on which such grant is made, to the
extent it is then eligible to do so, a Form S-8 registration statement covering
the shares of Harris common stock underlying the options.

         6.       Termination.

                  (a) Employment At Will. Harris reserves the right to terminate
Knapp's employment at any time with or without Cause, and Knapp reserves the
right to terminate his employment at any time with or without Good Reason and in
any of such events, neither party shall have any further obligation to the other
under Section 2 or Section 3(a), (b), and (c) hereof.

                  (b) Termination Without Cause or With Good Reason. If Harris
terminates Knapp's employment without Cause or Knapp validly terminates his
employment for Good Reason prior to any otherwise occurring Termination Date, in
consideration of Knapp's continuing obligations under Sections 3(d), 7, 8, and 9
hereof and in lieu of obligations under Section 4 hereof, Harris shall
nonetheless remain liable for, and pay or provide to Knapp:

                      (i) an aggregate payment of $1,000,000 payable in fifteen
(15) equal monthly installments commencing on the first day of the first month
following the Termination Date,

                      (ii) coverage by Harris's health and dental insurance
plans if coverage is available (provided that Harris and Knapp shall cooperate
to take such steps as are reasonably practical to qualify Knapp for continued
coverage by Harris's health and dental insurance plans following his
termination), or if such coverage is not available, reimbursement for health and
dental insurance benefits obtained by Knapp, in an amount equal to the amount
then paid by Harris for such benefits for other executive employees and subject
to the same co-pay, deductibles, and the like, commencing the day after the date
of termination and continuing for a period of eighteen months, and

                      (iii) all amounts accrued hereunder prior to the
Termination Date (including obligations under Section 4(a)(ii) and 4(h)
applicable to any fiscal year prior to such termination but not including
obligations under Section 4(a)(ii) and 4(h) applicable to the portion of the
year in which the termination occurs).

                  (c) Termination With Cause or Without Good Reason. If Harris
validly terminates Knapp's employment with Cause or Knapp terminates his
employment without Good Reason (including by death) prior to a Termination Date
that occurs other than by operation of this Section 6(c), Harris's obligations
under Section 4 shall be cancelled and of no further effect as of the
Termination Date, but Harris shall remain liable to pay Knapp all amounts
accrued hereunder prior to the Termination Date (including obligations under
Section 4(a)(ii) and 4(h) applicable to any fiscal year prior to such
termination but not including obligations under Section 4(a)(ii) and 4(h)
applicable to the portion of the year in which the termination occurs). The
cessation of employment of Knapp shall not be deemed to be for Cause unless and
until notice shall have been given to Knapp of adoption of a resolution by vote
of a majority of the Board of Directors of Harris after at least five (5)
business days notice is provided to Knapp, such notice to include in reasonable
specificity the alleged conduct justifying such termination



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for Cause, and Knapp is given an opportunity, together with counsel, to be heard
by the Board of Directors of Harris at a meeting (which may be held by
telephonic conference call), finding that in the good faith opinion of the Board
of Directors of Harris Knapp is guilty of the conduct described in the
definition of Cause. The cessation of employment of Knapp shall not be deemed to
be for Good Reason unless and until Knapp shall have provided to all members of
the Board of Directors of Harris at least five business days' notice describing
in reasonable detail the particulars thereof.

                  (d) Mitigation; Offset. In the event of any termination of
employment under this Section 6, or under Section 4(g) in the event of a Change
of Control, Knapp shall be under no obligation to mitigate amounts payable
hereunder by seeking other employment or otherwise and there shall be no offset
against amounts due to Knapp hereunder on account of subsequent employment.

         7. Confidentiality. During the course of his employment, Knapp may have
access to, develop, or otherwise be exposed to or aware of Confidential
Information. Knapp acknowledges that the Confidential Information must be kept
strictly confidential. During and after termination of Knapp's employment with
Harris Knapp agrees: (a) to take every reasonable precaution to safeguard and
treat the Confidential Information as confidential, (b) not to disclose the
Confidential Information to any third party except as part and in furtherance of
the business of Harris, and (c) not to disclose or use the Confidential
Information in any manner that would not be in furtherance of the interests of
Harris.

         8. Ownership of Intellectual Property. During the course of his
employment, Knapp individually or with others may be involved in the
development, invention, or creation of proprietary material, methods,
intellectual property, inventions, or technology including without limitation
items or materials that may be patentable. All such materials, methods,
intellectual property, inventions, and technology are developed on behalf of
Harris and in the course of Knapp's employment by Harris, and Harris shall be
the sole and exclusive owner thereof and shall have all proprietary rights
therein. Knapp shall execute and deliver any assignments, licenses, or other
agreements necessary or desirable from time to time to give Harris the full
benefit of such ownership.

         9. Non-Competition. In consideration of the payments and benefits
provided to Knapp under this Agreement, including among others payments and
benefits due after termination of his employment under certain circumstances:

                  (a) During Employment. Prior to the Termination Date, Knapp
shall not, directly or indirectly in any capacity (including among others as a
director, officer, employee, agent, consultant, partner or equity owner of any
entity, except as owner of less than 5% of the shares of the publicly traded
stock of a corporation), compete in any manner with Harris.

                  (b) Following Termination. During the fifteen (15) month
period following the Termination Date, Knapp shall not, directly or indirectly
in any capacity (including among others as a director, officer, employee, agent,
consultant, partner or equity owner of any entity, except as owner of less than
5% of the shares of the publicly traded stock of a corporation), compete with
Harris. Without limitation, Knapp shall not competitively solicit or otherwise
deal in a competitive way with any of the clients or customers of Harris as of
the time of his termination (including any client to whom Harris has sold
services or products in the two years prior to termination and any prospective
client or customer who has been targeted or approached by Harris within the
previous six months) with respect to any services or products competitive with
those of Harris, or which otherwise directly or indirectly in any manner compete
with Harris in any line of business carried on or planned by Harris during
Knapp's employment.


<PAGE>

                  (c) Non-Solicitation. Prior to and during the fifteen (15)
month period following the Termination Date, Knapp shall not, directly or
indirectly, including on behalf of, for the benefit of, or in conjunction with,
any other person or entity, (i) solicit, assist, advise, influence, induce or
otherwise encourage in any way, any employee of Harris to terminate such
employee's relationship with Harris for any reason, or assist any person or
entity in doing so, (ii) employ, engage or otherwise contract with any employee
or former employee of Harris unless such former employee shall not have been
employed by Harris for a period of at least one year, or (iii) interfere in any
manner with the relationship between any employee and Harris.

                  (d) Injunctive Relief. Knapp acknowledges that damages for any
breach of this Section 9 will be difficult, if not impossible, to calculate and
that legal remedies for breach of this provision will be inadequate. Therefore,
Harris shall be entitled to obtain injunctive relief to enforce this provision
in addition to any other remedy at law or equity including termination of
payments hereunder.

         10. Related Agreements/Further Assurances. The parties agree to
mutually cooperate in the execution and delivery of any documents and
agreements, and in the taking of any actions, reasonably necessary or desirable
to effectuate the purposes of this Agreement.

         11. Notices. Any notice or demand upon any party hereto shall be deemed
to have been sufficiently given or served for all purposes hereof when in
writing and effective (i) when delivered in person, (ii) one business day after
deposit with nationally recognized overnight courier for next business day
delivery with receipt requested, or (iii) three business days after it is mailed
certified mail postage prepaid, return receipt requested, addressed to the
address shown in the preamble to this Agreement or to such other address as may
be designated by any party by notice given to the other in the manner described
in this Section 11, and in the case of notice to Harris, with a copy given or
served in the same manner addressed to Beth Ela Wilkens, Harris Beach LLP, 99
Garnsey Road, Pittsford, New York 14534, and in the case of Knapp, with a copy
given or served in the same manner addressed to David E. Rubinsky, Willkie Farr
& Gallagher, LLP, 787 Seventh Avenue, New York, New York 10019.

         12. Representation/Drafting. Each of the parties acknowledges that it
has been represented by legal counsel in the negotiation and drafting of this
Agreement, that this Agreement has been drafted by mutual effort, and that no
ambiguity in this Agreement shall be construed against either party as
draftsperson.

         13. Successors and Assigns.

             (a) This Agreement shall inure to the benefit of, and shall be
binding upon, the respective heirs, legal representatives, successors, and
assigns of the parties hereto. Neither party hereto may assign, transfer, or
otherwise dispose of this Agreement, or any of its other rights or obligations
hereunder (other than Knapp's rights to payments hereunder, which may be
transferred only by will or by the laws of descent and distribution), without
the prior written consent of the other party, and any such attempted assignment,
transfer or other disposition without such consent shall be null and void;
provided, however, that Harris shall be entitled to assign its obligations under
this Agreement, without the prior written consent of Knapp, (i) in connection
with an arm's-length merger or consolidation of such party with another
unaffiliated corporation or (ii) in connection with an arm's-length sale of all
or substantially all of its assets or business operations to another person or
entity, provided that such assignee expressly assumes all of the rights and
obligations of such party hereunder. After any such assignment, this Agreement
shall continue in full force and effect. In the event of Knapp's death, all
amounts then payable to Knapp hereunder shall be paid in accordance with the
terms of this Agreement to Knapp's devisee, legatee or other designee or, if
there be no such designee, to Knapp's estate.


<PAGE>

             (b) In addition to any obligations imposed by law upon any
successor to Harris, Harris shall require any successor (whether direct or
indirect, by purchase, merger, consolidation, or otherwise) to all or
substantially all of the business or assets of Harris expressly to assume and
agree to perform this Agreement in the same manner and to the same extent that
Harris would be required to perform it if no such succession had taken place.
Failure of Harris to obtain the assumption and agreement prior to the
effectiveness of any succession shall be a breach of this Agreement and shall
entitle Knapp to compensation from Harris in the same amount and on the same
terms as Knapp would be entitled to hereunder if Knapp were to terminate his
employment for Good Reason immediately after a Change in Control.

         14. Term. The term of this Agreement shall commence on the date hereof
and shall expire on the Termination Date, except that the obligations provided
in Sections 3(b) as it relates to resignation as a director, 3(d), 4(f), 5, 7,
8, 9(b), 9(c), 9(d), and 10-18 (inclusive) shall survive and be continuing in
accordance with their terms, and except that any financial obligation accrued
prior to or in connection with the Termination Date shall survive until
discharged by the payment thereof.

         15. Governing Law. This Agreement shall be construed under and governed
by the laws of the State of New York, without reference to principles of
conflicts of laws. The parties hereto consent to venue in the courts of the
State of New York or in the Federal courts sitting in the State of New York with
respect to any dispute regarding the subject matter hereof, including any
dispute as to the validity of an assertion of Cause or Good Reason. If any legal
action is commenced to enforce or interpret the provisions of this Agreement, or
to recover damages for its breach, each party shall be responsible for its own
legal fees, disbursements, and court costs paid or incurred in connection with
such action or proceeding and neither party shall be entitled to recover any
such fees, disbursements, or costs from the other party.

         16. Entire Agreement/Waivers. This Agreement constitutes the entire
agreement of the parties with respect to the subject matter hereof and shall not
be modified or amended except in writing signed by both of the parties. No
waiver of any breach of this Agreement shall be a waiver of any preceding or
succeeding breach, and no waiver of any right under this Agreement shall be
construed as a waiver of any other right. Harris and Knapp shall not be required
to give notice to enforce strict adherence to all terms of this Agreement.

         17. Severability. If one or more of the provisions in this Agreement
are deemed unenforceable by law, then the remaining provisions shall continue in
full force and effect, and the offending provision shall be modified to give it
the greatest legally permissible effect.

         18. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed to be an original and all of which,
when taken together, shall be deemed to constitute the same Agreement.

         IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.

                            [Signature Pages Follow]

<PAGE>


HARRIS INTERACTIVE INC.


By:        /s/ GORDON S. BLACK
         ------------------------------------

Title:   Chairman and Chief Executive Officer
         ------------------------------------



<PAGE>




       /s/ Robert E. Knapp
-----------------------------------
         ROBERT E. KNAPP