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Exhibit 10.5.11
 Dated
    
    2005
 (1)
    
    PROCTER & GAMBLE (L & CP) LIMITED and PROCTER & GAMBLE (HEALTH AND BEAUTY CARE) LIMITED(2)
    
    HI EUROPE LIMITED(3)
    
    HARRIS INTERACTIVE
 
 
 Draft:
02/4th April 2005




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Table of Contents
 1.
    
    Definitions
    
    
    12.
    
    General provisions
    
    
    23.
    
    Standard Conditions
    
    
    24.
    
    Surrender
    
    
    25.
    
    Completion
    
    
    36.
    
    Payments
    
    
    37.
    
    VAT
    
    
    38.
    
    Title
    
    
    39.
    
    The Deed of Surrender
    
    
    310.
    
    Apportionment of rent and other payments under the Lease
    
    
    411.
    
    Vacant possession
    
    
    412.
    
    Fixtures and fittings
    
    
    413.
    
    Control of Asbestos at Work Regulations 2002
    
    
    414.
    
    Exclusion of sections 24  28 of the 1954 Act
    
    
    415.
    
    Jurisdiction
    
    
    516.
    
    Third party rights
    
    
    5Schedule 1
    
    
    6Standard Conditions
    
    
    6Schedule 2
    
    
    7The Lease
    
    
    7




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THIS AGREEMENT  BETWEEN:-
 (1)
    
    PROCTER & GAMBLE (L & CP) LIMITED(registered number 3288185) having its registered office at
Hedley House Gosforth Newcastle upon Tyne NE99 1EE and PROCTER & GAMBLE (HEALTH AND BEAUTY
CARE) LIMITED (registered number 436549) having its registered office at The Heights
Brooklands Surrey (the Landlord) and(2)
    
    HI EUROPE LIMITED(registered number 2802862) having its registered office at Watermans Park
High Street Brentford Middlesex TW8 0BB (the Tenant) and(3)
    
    HARRIS INTERACTIVEwhose registered office is at 135 Corporate Woods Rochester NY 14623-1457
(the Surety)
 IT IS AGREED
 1.
    
    Definitions1.1
    
    In this agreement unless the context otherwise requires the
following expressions will have the following meanings:-1954 Act: the Landlord and Tenant Act 19542003 Order: the Regulatory Reform (Business Tenancies) (England and Wales) Order 2003Actual Completion: the date on which completion of the surrender actually takes placeCompletion: the date on which completion of the surrender is scheduled to take place in
accordance with this agreementConditions Precedent: all rents payable under the Lease due up to and including
Completion have been paid in full and all the Tenants obligations in this Lease have been
performed in all material respects and the Tenant has served written notice on the
Landlord of its intention to surrender the Lease by no later than 24 September 2007Deed of Surrender: (subject to clause 4.2) a deed in the form of the draft attached to
this agreementLandlords Solicitors: CMS Cameron McKenna of Mitre House 160 Aldersgate Street London
EC1A 4DD (reference KPR/100027.44)Lease: the underlease and the licences deeds and documents (comprising the Tenants
interest in the Premises) listed in schedule 2Premises: the premises described in and demised by the Lease and shortly known as
Watermans Park High Street BrentfordRegistered Title: the title numbered NGL532392 at HM Land RegistryReversioner: the Landlords immediate landlord and/or any superior landlord




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Standard Conditions:the Standard Commercial Property Conditions of Sale (First
Edition)Tenants Solicitors:Herbert Mallam Gowers of 126 High Street Oxford OX1 4DG (reference
NS/.95424)VAT:value added tax and any tax or duty of a similar nature substituted for or in
addition to it1.2
    
    The definitions in the Standard Conditions also apply to this agreement2.
    
    General provisions2.1
    
    In this agreement unless the context otherwise requires references to clauses and
schedules are to clauses of and schedules to this agreement2.2
    
    The headings to clauses and other parts of this agreement do not affect its construction2.3
    
    This agreement contains the whole agreement between the parties relating to the surrender
contemplated by this agreement and supersedes previous agreements between them (if any)
relating to it2.4
    
    This agreement may only be varied in writing signed by or on behalf of the parties2.5
    
    The Landlord acknowledges that it has not entered into this agreement in reliance upon
representations made by or on behalf of the Tenant other than in respect of such reliance as
may be placed upon the Tenants Solicitors written replies to the Landlords Solicitors
preliminary enquiries2.6
    
    Nothing in this agreement is to be read or construed as excluding any liability or remedy
resulting from fraudulent misrepresentation3.
    
    Standard ConditionsThis agreement incorporates the Standard Conditions as varied by schedule 1 and so
far as they apply to an agreement to surrender and are not varied by or inconsistent with
the other provisions of this agreement (which will prevail in case of conflict)4.
    
    Surrender4.1
    
    The Tenant will surrender and yield up to the Landlord and the Landlord will accept a
surrender of the Premises so that the term created by the Lease will merge in the reversion
immediately expectant on the Lease for (subject to clause 4.2) the release to be contained in
clause 4.1 of the Deed of Surrender4.2
    
    If the Tenant does not pay the rent reserved by and perform and observe all the covenants by
and obligations of the Tenant under the Lease and this agreement up to and including Actual
Completion the Tenant will not be entitled to be released from such covenants or obligations
(to the extent that they remain outstanding) and clause 4.1 of the Deed of Surrender will be
amended accordingly
 2




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4.3
    
    The Tenant will not grant nor agree to grant any tenancy or licence in respect
of any part of the Premises (without the prior written consent of the Landlord)5.
    
    Completion5.1
    
    Subject to satisfaction of the Conditions Precedent, the surrender will be completed on 24
June 20085.2
    
    On completion:-
 5.2.1
    
    The Tenants Solicitors will hand over to the Landlords Solicitors:
 (a)
    
    the Lease(b)
    
    the duly executed original of the Deed of Surrender
 5.2.2
    
    The Landlords Solicitors will hand over to the Tenants Solicitors
the duly executed counterpart of the Deed of Surrender
 6.
    
    Payments6.1
    
    Any money payable by the Tenant under this agreement will be paid by direct credit
transfer for the credit of the Landlords Solicitors bank
account at Lloyds TSB Bank plc 39
Threadneedle Street London EC2R 8AU sort code 30-00-096.2
    
    Any money payable by the Tenant under this agreement on or after Completion which is not paid
at the time stipulated will bear interest at the contract rate7.
    
    VATThe Tenant will pay to the Landlord all VAT for which the Landlord is liable to
account to HM Customs & Excise in relation to any supply made or deemed to be made for VAT
purposes pursuant to this agreement and the consideration given for such supply will be
exclusive of VAT8.
    
    Title8.1
    
    Title to the Premises will commence with the Lease and continue with an assignment
completed at least 15 years before the date of this agreement8.2
    
    The Landlords Solicitors having been supplied with copies of the Lease the Title Matters on
or before the signing of this agreement the Landlord will be deemed to accept the surrender
with full knowledge of the terms and contents of and of any matter referred to in or deriving
from them and will raise no requisition on them9.
    
    The Deed of Surrender9.1
    
    The Deed of Surrender will be executed as original and counterpart9.2
    
    The Deed of Surrender will be prepared by the Landlords Solicitors
 3




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9.3
    
    In consideration of the Landlord (at the request of the Surety) having agreed to accept the
surrender of the Lease from the Tenant the Surety agrees with the Landlord that the Surety
will execute the Deed of Surrender10.
    
    Apportionment of rent and other payments under the Lease10.1
    
    In this clause Rentis each annual rent first reserved by the Lease together with the
service charge insurance premium contributions and all other payments of an annual nature
reserved by or otherwise payable under the terms of the Lease in each case at the rate payable
at Actual Completion10.2
    
    The Rent will be apportioned at Actual Completion in accordance with the following
formula:-
 A
365
    
    x B
 where; -
 A.
    
    is the Rent andB.
    
    is the number of days from but excluding Actual Completion to but excluding the
first date after Actual Completion upon which an instalment of Rent is due or
(where such first date after Actual Completion is the day after Actual
Completion) zero
 11.
    
    Vacant possessionThe Premises are surrendered with vacant possession on completion12.
    
    Fixtures and fittingsThe Tenant confirms that prior to Actual Completion it shall comply with jts
obligations contained in clauses 3.18.6 and 3.34.1 of the Lease13.
    
    Control of Asbestos at Work Regulations 200213.1
    
    The Tenant agrees with the Landlord that it shall procure an asbestos survey of the
Premises is carried out within 3 months of the date of this agreement13.2
    
    The Tenant further agrees to provide a copy of such survey to the Landlord immediately upon
receipt and to comply with all reasonable steps and recommendations made in such survey at its
own expense as soon as reasonably practicable14.
    
    Exclusion of sections 24  28 of the 1954 Act14.1
    
    The Tenant confirms that before the date of this agreement:
 14.1.1
    
    the Landlord served a notice dated 1 June 2005 (the
Notice) on the Tenant, in
accordance with section 38A(4)(a) of the 1954 Act
 4




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14.1.2
    
    the Tenant (or a person duly authorised by the Tenant) made a statutory
declaration dated
[               
] 2005 (the Declaration) confirming
receipt of the Notice in accordance with schedule 4 to the 2003 Order
 14.2
    
    The Tenant further confirms that where the Declaration was made by a person other than the
Tenant that person was duly authorised by the Tenant to make the Declaration on the Tenants
behalf14.3
    
    the Landlord and the Tenant agree that the tenancy created by the Lease shall be
surrendered in accordance with the terms of this agreement15.
    
    Jurisdiction15.1
    
    This agreement will in all respects be governed by and construed in accordance with English
law and the parties irrevocably submit to the exclusive jurisdiction of the English courts15.2
    
    The Suretys address in England for service of all notices and proceedings is c/o High
Europe Ltd, Watermans Park, High Street Brentford TW8 0BB16.
    
    Third party rightsNothing in this agreement is intended to confer on any person any right to enforce any
term of this agreement which that person would not have had but for the Contracts (Rights
of Third Parties) Act 1999
 5




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Schedule 1
 Standard Conditions
 1.
    
    The Standard Conditions will apply so that: sellermeans the Tenant buyermeans the
Landlord propertymeans the Premises and purchase pricemeans the Consideration2.
    
    Conditions 1.4 2.2 4.1.2 4.2 6.3.4 6.8.4 8.2 and 8.3 of the Standard Conditions will not
apply3.
    
    In condition 1.1.1(d) the words 2% per annum above the base rate from time to time of
Lloyds TSB Bank plc are substituted for the Law Societys interest rate from time to time in
force4.
    
    In condition 1.1.2 official copies is substituted for office copies and Land
Registration Act 2002 is substituted for Land Registration Act 1925 and the words and any
reference in these conditions to office copies shall be deemed to be a reference to such
official copies are added at the end5.
    
    In condition 1.3.5 5.00 pm is substituted for 4.00 pm and the words before 5.00 pm are
added after the words treated as having been received6.
    
    In condition 1.3.6 5.00 pm is substituted for 4.00 pm and the words (d) by fax: if sent
before 5.00 prn on a working day the day of despatch but otherwise on the first working day
after despatch are added at the end
 6




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Schedule 2
 The Lease
 Date
    
    Document
    
    Parties9 May 2000
    
    Lease
    
    1. The Landlord2. Total Research Ltd
3. Total Research Corporation
 SIGNEDby
    
    
    )
    
    
    [ILLEGIBLE]for and on behalf of the Landlord
    
    
    )SIGNEDby
    
    
    )
    
    
    [ILLEGIBLE]for and on behalf of the Tenant
    
    
    )SIGNEDby
    
    
    )
    
    
    [ILLEGIBLE]for and on behalf of the Surety
    
    
    )
 7




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RENT REVIEW MEMORANDUM
 Premises:
    
    Watermans Park High Street BrentfordLease:
    
    A lease dated 9 May 2000 made between Procter & Gamble (L & CP) Limited
(1) Total Research Limited (2) and Total Research Corporation (3) (the
Lease)Current landlord:
    
    Procter & Gamble (L & CP) Limited (the Landlord")Current tenant:
    
    HI Europe Limited (the Tenant)Revised annual rent:
    
    Two hundred and sixty thousand six hundred and sixty two pounds and fifty
pence (£260,662.50) (the Revised Rent)Review date:
    
    24 June 2005 (the Review Date)
  th
 SIGNED on behalf of the Landlord:-
    
    
    )SIGNED on behalf of the Tenant:-
    
    
    )
    
    
    [ILLEGIBLE]