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(M&T BANK LOGO) Exhibit 10.6.2 RESTATED GRID NOTE
New York Rochester, New
York March 2, 2004 $10,000,000.00BORROWER:
Harris interactive Inc. a(n)     o     individual(s)     o     partnership     x     
corporation      o 
organized
under the laws of DelawareAddress
of residence/chief executive office: 135 Corporate Woods, Rochester, New York 14623
 BANK:
    
    MANUFACTURERS AND TRADERS TRUST COMPANY, a New York banking
corporation with its principal banking office at One M&T Plaza, Buffalo,
New York 14240. Attention: Office of General Counsel
 Promise to Pay. For value received, and intending to be legally
 bound, Borrower
promises to pay to the order of the Bank on demand,
the principal sum of Ten Million and 00/100 Dollars ($10,000,000.00)
(the  Maximum Principal Amount) or the outstanding principal
amount of this Note (the Outstanding Principal Amount),
If less; plus interest as agreed below and all fees and costs
(including without limitation attorneys fees and disbursements,
whether for internal or outside counsel) the Bank incurs in order to
collect any amount due under this Note, to negotiate or document a
workout or restructuring, or to preserve its rights or realize upon
any guaranty or other security for the payment of this Note
(Expenses). Interest. The Outstanding Principal Amount of this Note shall earn
interest calculated on the basis of a 360-day year for the actual number of days of
each year (365 or 366) from and including the date the proceeds of
this Note were disbursed to, but not including, the date all amounts hereunder are paid
in full at a rate per year which shall on each day be: o
    %.x
    equal to the rate in effect on that day as the rate announced by the Bank as its prime rate of interest.o


percentage points above the rate in
effect on that day as the rate announced by the Bank as its prime
rate of interest.If no rate is specified above, Interest shall
accrue at the Maximum Legal Rate (defined below) at all times prior to payment
in full.
 Payments; Late Charge; Default Rate. Payments shall be made in immediately
available United States funds at any banking office of the Bank. Absent demand
for payment in full, interest shall be due and payable monthly. If payment is
not received within five (5) days of its due date, Borrower shall pay a late
charge equal to the greatest of (a) five percent (5%) of the delinquent
amount, (b) the Banks then current late charge as announced by the Bank from
time to time, or (c) $50.00. In addition, if the Bank has not actually
received any payment under this Note within thirty (30) days after its due
date, from and after such thirtieth day the interest rate for all amounts
outstanding under this Note shall automatically increase to five (5)
percentage points above the otherwise applicable rate per year, and any
judgment entered hereon or otherwise in connection with any suit to collect
amounts due hereunder shall bear interest at such default rate. Payments may
be applied in any order in the sole discretion of the Bank but, prior to
demand, shall be applied first to past due interest, Expenses, late charges,
and principal payments, if any, which are past due, then to current interest
and Expenses and late charges, and last to remaining principal. Maximum Legal Rate.It is the intent of the Bank and of Borrower that in no
event shall interest be payable at a rate in excess of the maximum rate
permitted by applicable law (the Maximum Legal Rate). Solely to the extent
necessary to prevent interest under this Note from exceeding the Maximum Legal
Rate, any amount that would be treated as excessive under a final judicial
interpretation of applicable law shall be deemed to have been a mistake and
automatically canceled, and, if received by the Bank, shall be refunded to
Borrower. Setoff. The Bank shall
have the right to set off against the amounts owing
under this Note any property held in a deposit or other account with the Bank or any of its affiliates
or otherwise owing by the Bank or any of its affiliates in any capacity
to Borrower or any guarantor or endorser of this Note. Such set-off
shall be deemed to have been
exercised immediately at the time the Bank or such affiliate elect to do so. Authorized Representatives.This Note is issued by Borrower to the Bank in
connection with a certain line of credit or loan limit made available by the
Bank to Borrower (the Credit). The Bank may make any loan pursuant to the
Credit (the Loan(s)) in reliance upon any oral, telephonic, written,
teletransmitted or other request (the Request(s)) that the Bank in good
faith believes to be valid and to have been made by Borrower or on behalf of
Borrower by Leonard R. Bayer, Eric Narowski and Bruce A. Newman (each
an Authorized Person). Mention of the Authorized
Persons name in the prior sentence is for reference purposes
only and the Bank shall rely on the title to ascertain whether
someone is an Authorized Person. The Bank may act on the Request of
any Authorized Person until the Bank shall have received from
Borrower, and had a reasonable time to act on, written notice
revoking the authority of such Authorized Person. The Bank shall
incur no liability to Borrower or to any other person as a direct or indirect result
of making any Loan pursuant to this paragraph. Discretionary Facility.The Bank may modify, restrict, suspend or terminate the
Credit at any time for any reason and without affecting Borrowers then
existing obligations under this Note. Any Request for a Loan hereunder shall be
limited in amount, such that the sum of (i) the principal amount of such
Request; (ii) the Outstanding Principal Amount under this Note;
and (iii) the
aggregate face amounts of (or, if greater, Borrowers aggregate reimbursement
obligations to the Bank (or any of its affiliates) in connection with) any
letters of credit issued by the Bank (or any of its affiliates) at the request
(or for the benefit of) Borrower, pursuant to this Credit; does not
exceed the
Maximum Principal Amount under this Note. Notwithstanding the above, the Bank
shall have the sole and absolute discretion whether to make any Loan (or any portion of any Loan)
requested by Borrower, regardless of any general availability under the Maximum Principal Amount. Demand Facility.This is a demand Note and all Loans hereunder are
made at the Banks discretion and shall become immediately due
and payable upon demand
by the Bank; provided, however, that the Outstanding Principal
Amount of this Note and all accrued 1




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and unpaid interest shall automatically become immediately due and payable if
Borrower or any guarantor or endorser of this Note commences or has commenced against it any
bankruptcy or insolvency proceeding. Borrower hereby waives protest,
presentment and notice of any
kind in connection with this Note.

Bank Records Conclusive.The Bank shall set forth on a schedule attached to this
Note or maintained on computer, the date and original principal amount of each Loan and
the date and amount of each payment to be applied to the Outstanding
Principal Amount of this Note. The Outstanding Principal Amount set forth on any such schedule
shall be presumptive evidence of the Outstanding Principal Amount of this Note
and of all Loans. No failure by the Bank to make, and no error by the Bank in
making any annotation on any such schedule shall affect the Borrowers obligation to pay the
principal and interest of each Loan or any other obligation of
Borrower to the Bank pursuant to this Note.

Purpose.Borrower certifies (a) that no Loan will be used to
purchase margin stock except with the Banks express prior
written consent for each such
purchase and (b) that all Loans shall be used for a business
purpose, and not for any personal, family or household purpose, unless the following box
is checked:

o
    
    Personal Loan. If this box is checked, the initial
advance must be an amount greater than $25,000.00.


Authorization. Borrower, if a corporation, partnership, limited liability
company, trust or other entity, represents that it is duly organized and in
good standing or duly constituted in the state of its organization and is duly
authorized to do business in all jurisdictions material to the conduct of its
business; that the execution, delivery and performance of this Note have been
duly authorized by all necessary regulatory and corporate or partnership action or by its governing instrument;
that this Note has been duly executed by an authorized officer, member, partner or trustee and constitutes a binding obligation
enforceable against Borrower and not in violation of any law, court order or agreement by which Borrower is bound; and that Borrowers
performance is not threatened by any pending or threatened litigation.

Miscellaneous.This Note, together with any related loan and security
agreements, contains the entire agreement between the Bank and
Borrower with respect to each Loan, and supersedes every course of dealing,
other conduct, oral agreement and representation
previously made by the Bank. All rights and remedies of the Bank under
applicable law and this Note are cumulative and not exclusive. No single,
partial or delayed exercise by the Bank of any right or remedy shall preclude
the subsequent exercise by the Bank at any time of any right or remedy of the Bank without notice. No
waiver or amendment of any provision of this Note shall be effective
unless made specifically in writing by the
Bank. No course of dealing or other conduct, no oral agreement or representation
made by the Bank and no usage of trade, shall operate as a waiver of any right
or remedy of the Bank. No waiver of any right or remedy of the Bank
shall be effective unless made specifically in writing by the Bank. Borrower agrees
that in any legal proceeding, a copy of this Note kept in the Banks course of business may be admitted into evidence as an
original. This Note is a binding obligation enforceable against  Borrower and its
successors and assigns and shall inure to the benefit of the Bank and
its successors and assigns. If a court deems any provision of this Note invalid, the remainder
of the Note shall remain in effect. Section headings are for
convenience only. Singular number
includes plural and neuter gender includes masculine and feminine as
appropriate.

Notices.Any demand or notice hereunder or under any applicable law
pertaining hereto shall be in writing and duly given if delivered to Borrower (at
its address on the Banks records) or to the Bank (at the address on
page one and separately to the Bank officer
responsible for Borrowers relationship with the Bank). Such notice or demand
shall be deemed sufficiently given for all purposes when
delivered (i) by personal delivery and shall be deemed effective when
delivered, or (ii) by mail or courier and shall be deemed effective three (3)
business days after deposit in an official depository maintained by
the United States Post Office for the collection of mail or one (1) business day after
delivery to a nationally recognized overnight courier service (e.g. Federal
Express). Notice by e-mail is not valid notice under this or any other
agreement between Borrower and the Bank.

Joint and Several. If
there is more than one Borrower, each of them shall be
jointly and severally liable for all amounts which become due under this Note
and the term Borrower shall include each as well as all
of them.

Governing Law; Jurisdiction. This Note has been delivered to and accepted by
the Bank and will be deemed to be made in the State of New York. Except as
otherwise provided under federal law, this Note will be interpreted in
accordance with the laws of the State of
New York excluding Its conflict of laws rules.BORROWER HEREBY IRREVOCABLY
CONSENTS TO THE EXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT IN THE STATE OF NEW YORK IN A
COUNTY OR JUDICIAL DISTRICT WHERE THE BANK MAINTAINS A BRANCH AND CONSENTS
THAT THE BANK MAY EFFECT ANY SERVICE OF PROCESS IN THE MANNER AND AT
BORROWERS ADDRESS SET FORTH ABOVE FOR PROVIDING NOTICE OR DEMAND; PROVIDED
THAT NOTHING CONTAINED IN THIS NOTE WILL PREVENT THE BANK FROM BRINGING ANY
ACTION, ENFORCING ANY AWARD OR JUDGMENT OR EXERCISING ANY RIGHTS AGAINST
BORROWER INDIVIDUALLY, AGAINST ANY SECURITY OR AGAINST ANY PROPERTY OF
BORROWER WITHIN ANY OTHER COUNTY, STATE OR OTHER FOREIGN OR DOMESTIC
JURISDICTION.
Borrower acknowledges and agrees that the venue provided above is the most
convenient forum for both the Bank and Borrower.
Borrower waives any objection to venue and any objection based on a more
convenient forum in any action instituted under this Note.

Waiver of Jury Trial.
Borrower and the Bank hereby knowingly, voluntarily, and
intentionally waive any right to trial by jury. Borrower and the Bank may have
in any action or proceeding, in law or in equity, in connection with this note
or the transactions
related hereto. Borrower represents and warrants that no representative or
agent of the Bank has represented, expressly or otherwise, that the Bank will
not, in the event of litigation, seek to enforce this jury trial waiver.
Borrower Acknowledges
that the Bank has been induced to enter into this note by, among other things,
the provisions of this Section.

x Replacement Note. This Note is given in replacement of and in substitution
for, but not in payment of, a note dated on or about May 24,
2000, in the original principal
amount of $ 5,000,000.00 issued by Borrower
(or _________________________ ) to the Bank (or its predecessor in interest), as the same may have
been amended from time to time.

Preauthorized Transfers
from Deposit Account.If a deposit account
number is provided in the following blank Borrower hereby authorizes the Bank to debit
available funds in Borrowers deposit account # ________________ with
the Bank automatically for any amount which becomes due under this Note or as directed by
an Authorized Person, by telephone.

Acknowledgment.Borrower acknowledges that it has read and understands all the
provisions of this Note, including the Governing Law,
Jurisdiction andWaiver
of Jury Trial, and has been advised by counsel as necessary or appropriate.

2



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TAX
ID/SS # 16-1538058
    
    HARRIS INTERACTIVE INC./s/
J. Theodore Smith
    
    By:
    /s/ Bruce A. NewmanSignature
of Witness/s/ J. Theodore Smith
    
    Bruce A. NewmanType Name of Witness
    
    Secretary
 ACKNOWLEDGMENT STATE OF NEW YORK) 
  On
the day of, in the year 2004, before me, the
undersigned, a Notary Public in and for said State, personally
appeared,
personally known to me or proved to me on the
basis of satisfactory
evidence to be the individual whose name is subscribed to the within instrument
and acknowledged to me that he executed the same in his capacity, and that by
his signature on the instrument, the individual, or the person upon behalf of
which the individual acted, executed the instrument. Notary Public
 FOR BANK USE ONLY
 Authorization Confirmed:Disbursement of Funds:
 Credit A/C
    
    #
    
    Off Ck
    
    #
    
    Payoff Obligation
    
    #$
    
    
    
    $
    
    
    
    $
 3