10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTER ENDED MARCH 31, 2008

OR

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM                      TO                     

COMMISSION FILE NUMBER: 000-27577

HARRIS INTERACTIVE INC.

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

DELAWARE	16-1538028
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)

60 Corporate Woods, Rochester, New York 14623
(Address of principal executive offices)

(585) 272-8400
(Registrant’s telephone number, including area code)

N/A
(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)

     Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes þ No o

     Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o Accelerated filer þ  Non-accelerated filer o
(Do not check if a smaller reporting company) Smaller reporting company o

     Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes o No þ

     On May 5, 2008, 53,663,479 shares of the Registrant’s Common Stock, $.001 par value, were outstanding.

HARRIS INTERACTIVE INC.
FORM 10-Q

QUARTER ENDED MARCH 31, 2008

INDEX

		Page
	Part I: Financial Information
Item 1:	Financial Statements (Unaudited):
	Consolidated Balance Sheets at March 31, 2008 and June 30, 2007	3
	Consolidated Statements of Operations for the three and nine months ended March 31, 2008 and 2007	4
	Consolidated Statements of Cash Flows for the nine months ended March 31, 2008 and 2007	5
	Notes to Unaudited Consolidated Financial Statements	6
Item 2:	Management’s Discussion and Analysis of Financial Condition and Results of Operations	17
Item 3:	Quantitative and Qualitative Disclosures About Market Risk	32
Item 4:	Controls and Procedures	33
	Part II: Other Information
Item 1:	Legal Proceedings	33
Item 1A:	Risk Factors	33
Item 2:	Unregistered Sales of Equity Securities and Use of Proceeds	33
Item 3:	Defaults Upon Senior Securities	33
Item 4:	Submission of Matters to a Vote of Security Holders	33
Item 5:	Other Information	33
Item 6:	Exhibits	34
Signature		35
EX-10.1
EX-10.2
EX-10.3
EX-10.5
EX-10.6
EX-10.7
EX-10.8
EX-31.1
EX-31.2
EX-32.1
EX-32.2

2

Part I: Financial Information

Item 1 — Financial Statements

HARRIS INTERACTIVE INC.
CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share amounts)
(Unaudited)

	March 31,			June 30,
	2008			2007
ASSETS
Current assets:
Cash and cash equivalents	$	31,234		$	28,911
Marketable securities		—			4,418
Accounts receivable, net		34,570			34,794
Unbilled receivables		10,883			9,938
Prepaid expenses and other current assets		9,341			6,964
Deferred tax assets		3,633			3,754
Assets held for sale		—			1,074
Total current assets		89,661			89,853
Property, plant and equipment, net		12,001			9,902
Goodwill		129,331			115,466
Other intangibles, net		24,048			11,788
Deferred tax assets		11,137			13,628
Other assets		2,531			1,401
Total assets	$	268,709		$	242,038
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	6,972		$	8,079
Accrued expenses		22,143			22,198
Current portion of long-term debt		6,925			19,625
Deferred revenue		19,207			17,575
Liabilities held for sale		—			330
Total current liabilities		55,247			67,807
Long-term debt		24,238			—
Deferred tax liabilities		4,379			859
Other long-term liabilities		3,074			1,016
Commitments and contingencies (Note 16)
Stockholders’ equity:
Preferred stock, $.001 par value, 5,000,000 shares authorized; 0 shares issued and outstanding at March 31, 2008 and June 30, 2007		—			—
Common stock, $.001 par value, 100,000,000 shares authorized; 53,670,829 shares issued and outstanding at March 31, 2008 and 52,833,874 shares issued and outstanding at June 30, 2007		53			53
Additional paid-in capital		181,534			177,169
Accumulated other comprehensive income		9,339			5,392
Accumulated deficit		(9,155	)		(10,258	)
Total stockholders’ equity		181,771			172,356
Total liabilities and stockholders’ equity	$	268,709		$	242,038

The accompanying notes are an integral part of these unaudited consolidated financial statements.

3

HARRIS INTERACTIVE INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except share and per share amounts)
(Unaudited)

	Three Months Ended						Nine Months Ended
	March 31,						March 31,
	2008			2007			2008			2007
Revenue from services	$	57,322		$	51,748		$	175,224		$	154,696
Operating expenses:
Cost of services		28,914			26,511			87,373			76,324
Sales and marketing		5,806			5,642			17,643			15,617
General and administrative		21,172			16,945			59,651			51,197
Depreciation and amortization		2,161			1,225			6,304			3,821
Gain on sale of assets		—			—			—			(410	)
Restructuring charges		1,138			—			1,138			—
Total operating expenses		59,191			50,323			172,109			146,549
Operating income (loss)		(1,869	)		1,425			3,115			8,147
Interest and other income		230			580			909			1,773
Interest expense		(514	)		(5	)		(1,477	)		(10	)
Income (loss) from continuing operations before income taxes		(2,153	)		2,000			2,547			9,910
Provision (benefit) for income taxes		(20	)		879			1,638			4,271
Income (loss) from continuing operations		(2,133	)		1,121			909			5,639
Income from discontinued operations (including gain on disposal of $220 during nine months ended March 31, 2008), net of provision for income taxes		—			35			124			73
Net income (loss)	$	(2,133	)	$	1,156		$	1,033		$	5,712
Basic net income (loss) per share:
Continuing operations	$	(0.04	)	$	0.02		$	0.02		$	0.10
Discontinued operations		—			0.00			0.00			0.00
Basic net income (loss) per share	$	(0.04	)	$	0.02		$	0.02		$	0.10
Diluted net income (loss) per share:
Continuing operations	$	(0.04	)	$	0.02		$	0.02		$	0.10
Discontinued operations		—			0.00			0.00			0.00
Diluted net income (loss) per share	$	(0.04	)	$	0.02		$	0.02		$	0.10
Weighted-average shares outstanding — basic		52,923,113			57,438,567			52,776,473			58,504,441
Weighted-average shares outstanding — diluted		52,923,113			57,707,097			52,989,003			58,760,154

The accompanying notes are an integral part of these unaudited consolidated financial statements.

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HARRIS INTERACTIVE INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)

	For the Nine Months
	Ended March 31,
	2008			2007
Cash flows from operating activities:
Net income	$	1,033		$	5,712
Adjustments to reconcile net income to net cash provided by operating activities —
Depreciation and amortization		7,447			4,936
Deferred taxes		2,096			1,861
Stock-based compensation		3,142			2,849
401(k) matching contribution		951			969
Amortization of deferred financing costs		80			—
Amortization of discount on marketable securities		—			(36	)
Gain on sale of discontinued operations and assets held for sale		(220	)		(410	)
Non-cash restructuring charges		927			—
(Increase) decrease in assets, net of acquisitions —
Accounts receivable		5,654			3,586
Unbilled receivables		1,410			1,993
Prepaid expenses and other current assets		(2,602	)		(2,053	)
Other assets		(304	)		(39	)
(Decrease) increase in liabilities, net of acquisitions —
Accounts payable		(4,073	)		(3,408	)
Accrued expenses		(3,273	)		(3,284	)
Deferred revenue		923			2,138
Other liabilities		313			(1,855	)
Net cash (used in) provided by operating activities of discontinued operations		(61	)		58
Net cash provided by operating activities		13,443			13,017
Cash flows from investing activities:
Cash paid in connection with acquisitions, net of cash acquired		(21,727	)		—
Proceeds from sale of discontinued operations and assets held for sale		219			1,273
Purchases of marketable securities		(15,000	)		(58,651	)
Proceeds from maturities and sales of marketable securities		19,420			99,594
Capital expenditures		(2,417	)		(2,914	)
Net cash used in investing activities of discontinued operations		(21	)		—
Net cash (used in) provided by investing activities		(19,526	)		39,302
Cash flows from financing activities:
Repurchases of common stock		—			(40,752	)
Increase in borrowings, net of financing costs		14,525			—
Repayment of borrowings		(6,917	)		—
Proceeds from exercise of employee stock options and employee stock purchases		296			1,229
Excess tax benefits from share-based payment awards		33			253
Net cash provided by (used in) financing activities		7,937			(39,270	)
Effect of exchange rate changes on cash and cash equivalents		469			223
Net increase in cash and cash equivalents		2,323			13,272
Cash and cash equivalents at beginning of period		28,911			11,465
Cash and cash equivalents at end of period	$	31,234		$	24,737

The accompanying notes are an integral part of these unaudited consolidated financial statements.

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HARRIS INTERACTIVE INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share amounts)

1. Financial Statements

     The unaudited consolidated financial statements included herein reflect, in the opinion of the management of Harris Interactive Inc. and its subsidiaries (collectively, the “Company”), all normal recurring adjustments necessary to fairly state the Company’s unaudited consolidated financial statements for the periods presented.

2. Basis of Presentation

     The accompanying unaudited consolidated financial statements have been prepared by the Company in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. These unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Annual Report on Form 10-K for the fiscal year ended June 30, 2007, filed by the Company with the Securities and Exchange Commission (“SEC”) on September 12, 2007.

     The consolidated balance sheet as of June 30, 2007 has been derived from the audited consolidated financial statements of the Company. However, during the three months ended December 31, 2007, the Company identified an error related to the impact of translating goodwill attributable to its foreign acquisitions from its functional currency into U.S. dollars, in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 52, Foreign Currency Translation. The Company assessed the materiality of this item on its fiscal year ended June 30, 2007, and all prior and subsequent periods, in accordance with the SEC’s Staff Accounting Bulletin (“SAB”) No. 99 and concluded that the error was not material to any such periods. The Company also concluded that had the error been adjusted within its financial statements for the three months ended December 31, 2007, the impact of such an adjustment would have been material to its financial statements for the period then ended and it would expect the error to be material to its full year fiscal 2008 results. Accordingly, in accordance with SAB No. 108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements, the June 30, 2007 balance sheet herein has been revised to correct the immaterial error and to reflect the corrected balances of goodwill and accumulated other comprehensive income as of that date. This correction resulted in an increase to goodwill and accumulated other comprehensive income of $3,912. The Company will make corresponding adjustments as appropriate to its other affected annual and quarterly financial statements the next time it files those statements.

     Previously, cost of services did not include amortization of internally developed software, as such amounts were included in depreciation and amortization. Such amounts are included in cost of services in the accompanying unaudited consolidated statements of operations for the three and nine months ended March 31, 2008, and previously reported amounts for the three and nine months ended March 31, 2007 have been reclassified in the accompanying unaudited consolidated statements of operations to conform to the current presentation with the following effect:

	Three Months Ended			Nine Months Ended
	March 31, 2007			March 31, 2007
Cost of services:
Previously reported	$	26,132		$	75,225
Reclassification		379			1,099
As reclassified	$	26,511		$	76,324
Depreciation and amortization:
Previously reported	$	1,604		$	4,920
Reclassification		(379	)		(1,099	)
As reclassified	$	1,225		$	3,821

3. Summary of Significant Accounting Policies

     During the nine months ended March 31, 2008, the Company had no changes to the significant accounting policies disclosed in its Annual Report on Form 10-K for the fiscal year ended June 30, 2007, except as follows:

      HIpoints Loyalty Program

     In July 2001, the Company initiated HIpoints, a loyalty program designed to reward respondents who register for its panel, complete online surveys and refer others to join its online panel. The earned points are non-transferable and may be redeemed for gifts from a specific product portfolio at any time prior to expiration. The Company maintains a reserve for obligations with respect to future redemption of outstanding points based on the expected redemption rate of the points. This expected redemption rate is based on the Company’s actual redemption rates since the inception of the program.

     Prior to December 2007, points under the HIpoints program expired after one year of account inactivity. In December 2007, the Company modified the expiration parameters of the program such that points now expire after nine months of account inactivity and tightened the rules around expirations to more accurately account for panelists that are not truly engaged in the program. These changes resulted in an approximately $800 reduction in the Company’s reserve for obligations with respect to future redemption of outstanding points during the three months ended December 31, 2007,

6

which was recorded in the “Cost of services” line item of the Company’s unaudited consolidated statement of operations.

     All other aspects of the HIpoints program as described in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2007 remain unchanged.

4. Recently Adopted Accounting Pronouncements and Accounting Pronouncements Not Yet Adopted

     FIN No. 48

     Effective July 1, 2007, the Company adopted Financial Accounting Standards Board (“FASB”) Interpretation No. 48 (“FIN No. 48”), Accounting for Uncertainty in Income Taxes — an interpretation of FASB Statement No. 109. FIN No. 48 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements in accordance with FASB Statement No. 109. FIN No. 48 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. Additionally, FIN No. 48 provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. Adoption of FIN No. 48 did not have a material impact on the Company’s consolidated financial statements. For further discussion regarding the impact of adoption of FIN No. 48 on the Company’s consolidated financial statements, see Note 13, “Income Taxes.”

     SFAS No. 157

     In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements. SFAS No. 157 defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles (“GAAP”), and expands disclosures about fair value measurements. In February 2008, the FASB issued FASB Staff Position No. 157-2, “Effective Date of FASB Statement No. 157” (“FSP 157-2”), which provides a one year deferral of the effective date of SFAS No. 157 for non-financial assets and non-financial liabilities, except those that are recognized or disclosed in the financial statements at fair value at least annually. The Company will adopt SFAS No. 157 on July 1, 2008 for its financial assets and liabilities and on July 1, 2009 for its non-financial assets and non-financial liabilities, and does not expect that it will have a material impact on the Company’s consolidated financial statements.

     SFAS No. 159

     In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities, including an amendment of FASB Statement No. 115. SFAS No. 159 permits entities to choose to measure many financial instruments and certain other items at fair value that are not currently required to be measured at fair value. Unrealized gains and losses on items for which the fair value option has been elected are reported in earnings. SFAS No. 159 does not affect any existing accounting literature that requires certain assets and liabilities to be carried at fair value. SFAS No. 159 is effective for fiscal years beginning after November 15, 2007. The Company will adopt SFAS No. 159 on July 1, 2008, and does not expect that it will have a material impact on the Company’s consolidated financial statements.

     SFAS No. 141(R)

     In December 2007, the FASB issued SFAS No. 141 (revised 2007), Business Combinations, which replaces SFAS No. 141. SFAS No. 141(R) establishes principles and requirements for how an acquirer recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, any non controlling interest in the acquiree and the goodwill acquired. SFAS No. 141(R) also establishes disclosure requirements which will enable users to evaluate the nature and financial effects of the business combination. SFAS No. 141(R) is effective as of the beginning of an entity’s fiscal year that begins after December 15, 2008. The Company will adopt SFAS No. 141(R) on July 1, 2009, and is currently evaluating the potential impact, if any, of the adoption of SFAS No. 141(R) on the Company’s consolidated financial statements.

     SFAS No. 160

     In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statement—amendments of ARB No. 51. SFAS No. 160 states that accounting and reporting for minority interests will be

7

recharacterized as noncontrolling interests and classified as a component of equity. SFAS No. 160 also establishes reporting requirements that provide sufficient disclosures that clearly identify and distinguish between the interests of the parent and the interests of the noncontrolling owners. SFAS No. 160 applies to all entities that prepare consolidated financial statements, except not-for-profit organizations, but will affect only those entities that have an outstanding noncontrolling interest in one or more subsidiaries or that deconsolidate a subsidiary. SFAS No. 160 is effective as of the beginning of an entity’s first fiscal year beginning after December 15, 2008. The Company will adopt SFAS No. 160 on July 1, 2009, and does not expect that it will have a material impact on the Company’s consolidated financial statements.

     SFAS No. 161

     In March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities. SFAS No. 161 requires companies with derivative instruments to disclose information that should enable financial-statement users to understand how and why a company uses derivative instruments, how derivative instruments and related hedged items are accounted for under SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities, and how derivative instruments and related hedged items affect a company’s financial position, financial performance and cash flows. SFAS No. 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008. The Company is currently evaluating the impact that SFAS No. 161 will have on its consolidated financial statements.

     SAB No. 110

     In December 2007, the SEC issued SAB No. 110, Share-Based Payment. SAB No. 110 amends and replaces Question 6 of Section D.2 of Topic 14, Share-Based Payment, of the Staff Accounting Bulletin series. Question 6 of Section D.2 of Topic 14 expresses the views of the Staff regarding the use of the “simplified” method in developing an estimate of expected term of “plain vanilla” share options and allows usage of the “simplified” method for share option grants prior to December 31, 2007. SAB No. 110 allows public companies which do not have historically sufficient experience to provide a reasonable estimate to continue use of the “simplified” method for estimating the expected term of “plain vanilla” share option grants after December 31, 2007. The Company currently uses the “simplified” method to estimate the expected term for share option grants, as it does not have enough historical experience to provide a reasonable estimate. The Company will continue to use the “simplified” method until it has enough historical experience to provide a reasonable estimate of expected term in accordance with SAB No. 110. SAB No. 110 was effective for the Company on January 1, 2008.

5. Business Combinations

     Decima Research

     On August 16, 2007, the Company, along with 2144798 Ontario Inc., a corporation incorporated under the laws of the Province of Ontario, Canada (the Company’s wholly-owned, indirect subsidiary, “Canco”), and all of the stockholders of Decima Research Inc., a corporation amalgamated under the laws of Province of Ontario, Canada (“Decima”) (such stockholders, collectively, the “Decima Sellers”) entered into a Share Purchase Agreement dated August 16, 2007 (the “Decima Purchase Agreement”) pursuant to which Canco purchased 100% of the outstanding shares (the “Decima Shares”) of Decima.

     This acquisition has allowed the Company to expand its presence in the global research market, as according to ESOMAR, the Canadian market is the seventh largest in the world. Key sectors served by Decima include financial services, telecommunications, public affairs and tourism/recreation/gaming.

     The Decima Purchase Agreement provided for an aggregate up-front purchase price for the Decima Shares of CAD$22,400 (approximately US$21,300, based on the August 15, 2007 Canadian to U.S. Dollar conversion rate), less the amount of Decima interest bearing debt at the time of closing (“Closing Debt”), and subject to increase or decrease to the extent the working capital of Decima at closing (“Closing Working Capital”) exceeded or fell below a target of CAD$2,700. The Closing Debt was repaid following the closing. The up-front purchase price was payable in cash, and based upon estimated Closing Debt and Closing Working Capital, resulted in a net adjusted cash up-front payment at closing of CAD$18,039 (approximately US$16,935, based on the August 15, 2007 Canadian to U.S. Dollar conversion rate). The up-front purchase price was subject to further adjustment as the amounts of Closing Debt and Closing Working Capital are

8

finally determined post-closing. Final determination of Closing Working Capital resulted in additional purchase price of US$272. CAD$2,000 (approximately US$1,948, based on the March 31, 2008 Canadian to U.S. Dollar conversion rate) was withheld from the up-front purchase price payment and placed in escrow to secure the Decima Sellers’ representations, warranties, and covenants. 50% of the escrowed amount, less Canco claims, will be released to the Decima Sellers on each of August 16, 2008 and November 16, 2008. Total transaction costs amounted to $952.

     In addition to the up-front purchase price, the Decima Purchase Agreement provided for contingent consideration in the form of (i) a short-term earn-out payment of CAD$2,000 (approximately US$1,948, based on the March 31, 2008 Canadian to U.S. Dollar conversion rate), if Decima EBITDA, subject to certain pre-closing and closing-related credits (the “Credits”), exceeds CAD$7,540 (approximately US$7,344, based on the March 31, 2008 Canadian to U.S. Dollar conversion rate), for the period between closing and February 16, 2009, and (ii) long-term earn-out payments (“Decima Long-Term Earn-Out”), uncapped, and targeted at an aggregate of CAD$15,000 (approximately US$14,610, based on the March 31, 2008 Canadian to U.S. Dollar conversion rate), based upon achievement of Decima historical growth and profitability levels. The Decima Long-Term Earn-Out is measured and paid based on performance during the periods ending on each of June 30, 2008, 2009, 2010, 2011, and 2012. Contingent payments under the earn-out arrangements described above will be allocated to goodwill during the period in which it becomes probable that the contingent payments will be made.

     This acquisition was accounted for under the purchase method in accordance with SFAS No. 141, Business Combinations, and was included in the Company’s consolidated financial statements effective August 1, 2007. The Company recorded $8,361 in goodwill, $11,858 in intangible assets and a deferred tax liability of $3,915 related to the acquisition, along with the other tangible assets acquired and liabilities assumed. The goodwill is not deductible for tax purposes. The intangible assets consisted of customer relationships, an Internet respondent database, and trade names with assigned values of $11,617, $145, and $96, respectively, and useful lives (in years) of 10, 2 and 1, respectively.

     The following table summarizes the fair values of the assets acquired and liabilities assumed at the date of acquisition:

Current assets	$	6,441
Property, plant and equipment		3,011
Goodwill		8,361
Intangible assets		11,858
Deferred tax assets		198
Total assets acquired	$	29,869
Current liabilities	$	(7,842	)
Other liabilities		(47	)
Deferred tax liability		(3,915	)
Total liabilities assumed	$	(11,804	)
Net assets acquired	$	18,065

     Unaudited pro forma results of operations of the Company for the three and nine months ended March 31, 2008 are not presented to give effect to the Decima acquisition as if it had occurred on July 1, 2007, as the acquisition was not significant.

     Marketshare

     On August 16, 2007, Harris Interactive International (“HII”), Harris Interactive Asia Limited, (HII’s Hong Kong wholly-owned subsidiary, “Harris Asia”), and all the stockholders of (i) Marketshare Limited, a company incorporated under the laws of Hong Kong (“Marketshare”), and (ii) Marketshare Pte Ltd, a company incorporated under the laws of Singapore (“Marketshare Pte”) (such stockholders, collectively, the “Marketshare Sellers”), entered into an Agreement Relating to the Sale and Purchase of the Entire Issued Share Capitals of Marketshare Limited and Marketshare Pte Ltd dated August 16, 2007 (the “Marketshare Purchase Agreement”), pursuant to which Harris Asia purchased 100% of the issued share capital (the “Marketshare Shares”) of Marketshare and Marketshare Pte.

     This acquisition has provided access into the rapidly growing Asia/Pacific market and will serve as a platform for continued acquisitive growth in the region. Key sectors served by Marketshare include retail, financial services, technology and travel/tourism.

9

     The Marketshare Purchase Agreement provided for an aggregate purchase price for the Marketshare Shares of $2,800 of which $2,380 was paid to the Marketshare Sellers in cash at closing, and the remaining $420 was held back in escrow to secure the Marketshare Sellers’ representations, warranties, and covenants. The escrowed amount, less any Harris Asia claims, will be released to the Marketshare Sellers on August 16, 2008. Total transaction costs amounted to $206.

     In addition to the up-front purchase price, the Marketshare Purchase Agreement provided for contingent consideration in the form of long-term earn-out payments (“Marketshare Long-Term Earn-Out”). Marketshare Long-Term Earn-Out payments will be due if Marketshare and Marketshare Pte achieve growth and profitability expectations with respect to periods ending June 30 of each of 2008, 2009, 2010, 2011, and 2012. Such payments are targeted to total $1,800 but are contingent and uncapped. Contingent payments under the earn-out arrangement described above will be allocated to goodwill during the period in which it becomes probable that the contingent payments will be made.

     This acquisition was accounted for under the purchase method in accordance with SFAS No. 141 and was included in the Company’s consolidated financial statements effective August 1, 2007. The Company recorded $2,117 in goodwill, $766 in intangible assets and a deferred tax liability of $136 related to the acquisition, along with the other tangible assets acquired and liabilities assumed. The goodwill is not deductible for tax purposes. The intangible assets consisted of customer relationships and trade names with assigned values of $720 and $46, respectively, and useful lives (in years) of 10 and 0.5, respectively.

     The following table summarizes the fair values of the assets acquired and liabilities assumed at the date of acquisition:

Current assets	$	355
Property, plant and equipment		140
Goodwill		2,117
Intangible assets		766
Other long-term assets		44
Total assets acquired	$	3,422
Current liabilities	$	(288	)
Deferred tax liability		(136	)
Total liabilities assumed	$	(424	)
Net assets acquired	$	2,998

     Unaudited pro forma results of operations of the Company for the three and nine months ended March 31, 2008 are not presented to give effect to the Marketshare acquisition as if it had occurred on July 1, 2007, as the acquisition was not significant.

6. Restructuring Charges

     During the third quarter of fiscal 2008, the Company recorded $1,138 in restructuring charges directly related to its decisions made at various times during the quarter to close its telephone center in Orem, Utah by March 2008, strategically reduce headcount, and reduce leased space at its Grandville, Michigan and Norwalk, Connecticut offices. Each decision was designed to better align the Company’s cost structure with the evolving operational needs of the business.

     In connection with the Orem closure, the Company reduced its headcount by 26 full-time equivalents and incurred $166 in one-time termination benefits, all of which involved cash payments. The reduction in staff was communicated to the affected employees in January 2008. Additionally, the Company incurred $120 in contract termination charges related to the remaining operating lease obligation, all of which involved cash payments. All actions were completed by March 31, 2008. Cash payments in connection with the Orem closure will be completed in August 2008.

     An additional headcount reduction of 15 full-time equivalents occurred in February 2008 and resulted in $334 in one-time termination benefits, all of which involve cash payments. All actions associated with this headcount reduction were completed in February 2008, and cash payments in connection with the one-time termination benefits will be completed by September 2008.

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     In connection with the leased space reductions in Grandville and Norwalk, the Company incurred $518 in contract termination charges related to the remaining operating lease obligations, all of which involve cash payments. All actions associated with the space reductions were completed in March 2008. Cash payments in connection with the remaining lease obligations will be completed by April 2015.

     The following table summarizes activity with respect to the fiscal 2008 restructuring activities for the nine months ended March 31, 2008:

	Balance,										Balance,
	July 1,		Costs		Cash			Non-Cash			March 31,
	2007		Incurred		Payments			Settlements			2008
Severance payments	$	—	$	500	$	(207	)	$	—		$	293
Lease obligations		—		638		(4	)		(42	)		592
	$	—	$	1,138	$	(211	)	$	(42	)	$	885

7. Discontinued Operations

     Rent and Recruit

     During the fourth quarter of fiscal 2007, the Company committed to a plan to sell its Rent and Recruit business (“Rent and Recruit”). The Company classified Rent and Recruit as a discontinued operation, consistent with the provisions of SFAS No. 144. At June 30, 2007, the Company was in the process of identifying potential buyers or other interested parties and discussing a possible transaction with them. On August 23, 2007, the sale of Rent and Recruit was completed and resulted in a gain of $220.

     The results of operations, net of taxes, and the carrying value of the assets and liabilities of Rent and Recruit are reflected in the accompanying unaudited consolidated financial statements as discontinued operations, assets held for sale and liabilities held for sale, respectively. All prior periods presented were reclassified to conform to this presentation. These reclassifications of the prior period consolidated financial statements did not impact total assets, liabilities, stockholders’ equity, net income or cash flows.

     The revenue and income attributable to the operations of Rent and Recruit and reported in discontinued operations were as follows for the three and nine months ended March 31:

	For the Three				For the Nine
	Months Ended				Months Ended
	March 31,				March 31,
	2008		2007		2008			2007
Revenue from services	$	—	$	806	$	479		$	2,451
Income (loss) from discontinued operations before income taxes	$	—	$	53	$	(29	)	$	112
Gain on sale of discontinued operations before income taxes		—		—		220			—
Provision for income taxes		—		19		67			39
Income from discontinued operations, net of provision for income taxes	$	—	$	34	$	124		$	73

     The following assets and liabilities of Rent and Recruit were reported as assets and liabilities held for sale in the accompanying consolidated balance sheet for the fiscal year ended June 30:

	2007
Accounts receivable, net	$	535
Unbilled receivables, net		28
Prepaid expenses and other current assets		17
Property, plant and equipment		50
Goodwill		396
Deferred tax assets		48
Assets held for sale	$	1,074
Accounts payable	$	(212	)

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	2007
Accrued expenses		(57	)
Deferred revenue		(61	)
Liabilities held for sale	$	(330	)

8. Goodwill

     The changes in the carrying amount of goodwill for the nine months ended March 31, 2008 were as follows:

Balance at July 1, 2007	$	115,466
Acquisition of Decima Research, Inc. (Note 5)		8,034
Acquisition of Marketshare (Note 5)		2,109
Foreign currency translation adjustments		3,598
Purchase accounting adjustments related to April 2007 acquisition of MediaTransfer		(306	)
Purchase accounting adjustments related to August 2007 acquisition of Decima Research, Inc.		439
Purchase accounting adjustments related to August 2007 acquisition of Marketshare		8
Prior period purchase accounting adjustment of deferred taxes		(17	)
Balance at March 31, 2008	$	129,331

9. Acquired Intangible Assets Subject to Amortization

     Acquired intangible assets subject to amortization consisted of the following:

	March 31, 2008
	Gross				Net
	Carrying		Accumulated		Book		Weighted-Average
	Amount		Amortization		Value		Amortization Period
Contract-based intangibles	$	1,770	$	1,760	$	10	3.4 years
Internet respondent database		3,611		1,503		2,108	7.0 years
Customer relationships		22,127		4,007		18,120	9.5 years
Trade names		5,362		1,552		3,810	16.1 years
Total	$	32,870	$	8,822	$	24,048

	June 30, 2007
	Gross				Net
	Carrying		Accumulated		Book		Weighted-Average
	Amount		Amortization		Value		Amortization Period
Contract-based intangibles	$	1,761	$	1,751	$	10	3.4 years
Internet respondent database		2,341		783		1,558	8.0 years
Customer relationships		8,430		2,271		6,159	9.2 years
Trade names		5,033		972		4,061	17.1 years
Total	$	17,565	$	5,777	$	11,788

	For the Three Months				For the Nine Months Ended
	Ended March 31,				March 31,
	2008		2007		2008		2007
Aggregate amortization expense	$	868	$	315	$	2,828	$	1,024
Estimated future amortization expense for the fiscal years ending June 30:
2008	$	831
2009	$	3,174
2010	$	2,859
2011	$	2,852
2012	$	2,852
Thereafter	$	11,480

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10. Borrowings

     On September 21, 2007, the Company entered into a Credit Agreement (the “Credit Agreement”) with JPMorgan Chase Bank, N.A. (“JPMorgan”), as Administrative Agent, and the Lenders party thereto. Pursuant to the Credit Agreement, the Lenders made available $100,000 in credit facilities (the “Credit Facilities”) in the form of a revolving line of credit (“Revolving Line”), a term loan (“Term Loan”), and a multiple advance term loan commitment (“Multiple Advance Commitment”).

     The Revolving Line enables the Company to borrow, repay, and re-borrow up to $25,000 principal outstanding at any one time, with a $10,000 sub-limit for issuance of letters of credit. The full amount of the Term Loan (“Term Loan A”) was made in a single advance of $12,000 at the time of closing of the Credit Facilities. The Multiple Advance Commitment enables the Company to borrow up to an aggregate of $63,000 in one or more advances, and $19,825 (“Term Loan B”) and $2,800 (“Term Loan C”) were advanced at closing. Existing letters of credit in the face amount of $196 also were treated as if issued under the Revolving Line. In addition, the Credit Agreement permits the Company to request increases in the Revolving Line up to an additional $25,000 of availability, subject to discretionary commitments by the then Lenders and, if needed, additional lenders. The Credit Facilities replaced existing credit arrangements with JPMorgan.

     Outstanding amounts under the Credit Facilities accrue interest, as elected by the Company, at either (a) the greater of the Administrative Agent’s Prime Rate or the Federal Funds Rate plus 0.5%, or (b) the Adjusted LIBOR interest rate plus a spread of between 0.625% and 1.00% depending upon the Company’s leverage ratio as measured quarterly. In addition, the Lenders receive a commitment fee ranging from 0.10% to 0.175%, depending upon the Company’s leverage ratio, quarterly in arrears based on average unused portions of the full committed amount of the Credit Facilities. Accrued interest is payable quarterly in arrears, or at the end of each applicable LIBOR interest rate period, but at least every three months, with respect to borrowings for which the Adjusted LIBOR interest rate applies.

     All outstanding amounts under the Credit Facilities are due and payable in full on September 21, 2012 (the “Maturity Date”). On the last day of each quarter, principal payments of $600 each are due and payable with respect to the Term Loan, and principal payments equal to 5% of each borrowing made under the Multiple Advance Commitment also are due and payable. Borrowings are freely prepayable, subject to break funding payments for prepayments during Adjusted LIBOR interest periods. At March 31, 2008, the required principal repayments of Term Loans A, B and C for the remaining three months of fiscal 2008 and for each of the five succeeding fiscal years were as follows:

	Term Loan A		Term Loan B		Term Loan C		Total
2008	$	600	$	991	$	140	$	1,731
2009		2,400		3,965		560		6,925
2010		2,400		3,965		560		6,925
2011		2,400		3,965		560		6,925
2012		2,400		3,965		560		6,925
2013		600		992		140		1,732
	$	10,800	$	17,843	$	2,520	$	31,163

     The Company has elected the LIBOR interest rate on amounts outstanding under Term Loans A, B and C. At March 31, 2008, the applicable LIBOR interest rate was 2.70%. Effective September 21, 2007, the Company entered into an interest rate swap agreement with JPMorgan, which effectively fixed the floating LIBOR interest portion of the rates on the amounts outstanding under Term Loans A, B and C at 5.08% through September 21, 2012. The additional spread applicable to the interest rates based on the Company’s leverage ratio at March 31, 2008 was 0.875%, resulting in an aggregate interest rate at March 31, 2008 of 5.955%. The Company anticipates that the interest rate swap will be settled upon maturity and it is being accounted for as a cash flow hedge. The interest rate swap is recorded at fair value each reporting period with the changes in the fair value of the hedge that take place through the date of maturity recorded in accumulated other comprehensive income. At March 31, 2008, the Company recorded a liability of $1,673 in the “Other liabilities” line item of its unaudited consolidated balance sheet. There was no ineffectiveness associated with the interest rate swap for the nine months ended March 31, 2008.

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     The Credit Agreement contains customary representations, default provisions, and affirmative and negative covenants, including among others prohibitions of dividends, sales of certain assets and mergers, and restrictions related to acquisitions, indebtedness, liens, investments, share repurchases and capital expenditures. The Credit Agreement requires the Company to maintain a consolidated interest coverage ratio of at least 3.0 to 1.0, and a consolidated leverage ratio of 2.5 to 1.0 or less. At March 31, 2008, the Company was in compliance with all covenants under the Credit Agreement.

     The Company may freely transfer assets and incur obligations among its domestic subsidiaries that are guarantors of its obligations related to the Credit Facilities, and its first tier foreign subsidiaries with respect to which it has delivered pledges of 66% of the outstanding stock and membership interests, as applicable, in favor of the Lenders. On the date of closing of the Credit Facilities, the Company’s domestic subsidiaries, Louis Harris & Associates, Inc., Wirthlin Worldwide, LLC, Harris Interactive International Inc., Harris International Asia, LLC, and The Wirthlin Group International, L.L.C., guaranteed the Company’s obligations under the Credit Facilities.

11. Stock-Based Compensation

     The Company recognizes expense for its share-based payments in accordance with SFAS No. 123 (revised), Share-Based Payment. The Company did not capitalize stock-based compensation expense as part of the cost of an asset for any periods presented. The following table illustrates stock-based compensation expense for the cost of stock options and restricted stock issued under its Long-Term Incentive Plan (the “Incentive Plan”), stock options issued to new employees outside the Incentive Plan and shares issued under the Company’s Employee Stock Purchase Plan (“ESPP”) included in the Company’s unaudited consolidated statements of operations:

	Three Months Ended				Nine Months Ended
	March 31,				March 31,
	2008		2007		2008		2007
Cost of services	$	25	$	23	$	82	$	74
Sales and marketing		49		45		160		145
General and administrative		880		822		2,900		2,630
	$	954	$	890	$	3,142	$	2,849

     The following table provides a summary of the status of the Company’s employee and non-employee director stock options (including options issued under the Incentive Plan and options issued outside the Incentive Plan to new employees) for the nine months ended March 31, 2008:

				Weighted-
				Average
				Exercise
	Shares			Price
Options outstanding at July 1		5,576,373		$	5.34
Granted		775,314			4.17
Forfeited		(328,986	)		4.17
Exercised		(36,000	)		0.47
Options outstanding at March 31		5,986,701		$	5.28

     The following table provides a summary of the status of the Company’s employee and non-employee director restricted stock awards for the nine months ended March 31, 2008:

				Weighted-
				Average
				Fair Value at
	Shares			Date of Grant
Restricted shares outstanding at July 1		200,622		$	5.63
Granted		673,925			3.61
Forfeited		(143,570	)		4.18
Vested		(61,747	)		5.15
Restricted shares outstanding at March 31		669,230		$	3.95

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     At March 31, 2008, there was $7,166 of total unrecognized stock-based compensation expense related to non-vested stock-based compensation arrangements granted under the Incentive Plan, outside the Incentive Plan and under the ESPP. That expense is expected to be recognized over a weighted-average period of 3.0 years.

12. Comprehensive Income

     The components of the Company’s total comprehensive income for the three and nine months ended March 31 were as follows:

	Three Months Ended					Nine Months Ended
	March 31,					March 31,
	2008			2007		2008			2007
Net income (loss), as reported	$	(2,133	)	$	1,156	$	1,033		$	5,712
Foreign currency translation adjustments		2,007			208		6,361			1,663
Change in fair value of interest rate swap		(785	)		—		(1,673	)		—
Unrealized gain (loss) on marketable securities		—			2		(4	)		96
Total comprehensive income	$	(911)		$	1,366	$	5,717		$	7,471

13. Income Taxes

     As indicated in Note 4, effective July 1, 2007 the Company adopted FIN No. 48. The Company recorded a $70 cumulative effect adjustment to retained earnings as a result of the adoption of FIN No. 48. Upon adoption, the liability for income taxes associated with uncertain tax positions was $437, of which $191 related to unrecognized tax benefits that would affect the Company’s effective tax rate if recognized. The Company reclassified $156 of income tax liabilities from current to non-current liabilities because payment of cash is not anticipated within one year of the balance sheet date. These non-current liabilities are recorded in the “Other liabilities” line in the Company’s unaudited consolidated balance sheet. There were no material changes to the Company’s FIN No. 48 liabilities during the nine months ended March 31, 2008.

     It is reasonably possible that the liability associated with the Company’s unrecognized tax benefits will increase or decrease within the next twelve months. These changes may be the result of ongoing audits or the expiration of statutes of limitations. At this time, an estimate of the range of the reasonably possible outcomes cannot be made.

     In accordance with the Company’s accounting policy, the Company recognizes accrued interest and penalties related to unrecognized tax benefits as a component of income tax expense. This policy did not change as a result of the adoption of FIN No. 48. As of the date of adoption, $18, net of tax benefit, was included in the liability for uncertain tax positions for the possible payment of interest and penalties.

     The Company files U.S. federal income tax returns and various state, local and foreign income tax returns. With few exceptions, the Company is no longer subject to U.S. federal, state, local or foreign income tax examinations for fiscal years prior to June 30, 2000.

     During the quarter ended March 31, 2008, the Company recorded an additional valuation allowance of $510 with respect to its deferred tax asset associated with its capital loss carryover of $1,458. This capital loss carryover now has a full valuation allowance against it as it is not more likely than not that any portion of the carryover will be realized during the carryover period. The change in judgment during this quarter is primarily due to a change in market conditions which will limit the Company’s ability to generate capital gain income. Adjustments to this valuation allowance may be necessary in the future if estimates of capital gain income are revised.

14. Net Income Per Share

     The following table presents the share counts used in computing basic and diluted net income per share for the three and nine months ended March 31:

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	Three Months Ended				Nine Months Ended
	March 31,				March 31,
	2008		2007		2008		2007
Weighted-average outstanding common shares for basic net income per share		52,923,113		57,438,567		52,776,473		58,504,441
Dilutive effect of outstanding stock options and unvested restricted stock		—		268,530		212,530		255,713
Outstanding common shares for diluted net income per share		52,923,113		57,707,097		52,989,003		58,760,154

     Unvested restricted stock and unexercised stock options to purchase 5,918,209 and 2,409,191 shares of the Company’s common stock for the three months ended March 31, 2008 and 2007, respectively, at weighted-average prices per share of $5.50 and $7.06, respectively, were not included in the computations of diluted net income per share because their grant prices were greater than the average market price of the Company’s common stock during the respective periods. Unvested restricted stock and unexercised stock options to purchase 5,599,677 and 2,356,691 shares of the Company’s common stock for the nine months ended March 31, 2008 and 2007, respectively, at weighted-average prices per share of $5.60 and $7.10, respectively, were not included in the computations of diluted net income per share because their grant prices were greater than the average market price of the Company’s common stock during the respective periods.

15. Enterprise-Wide Disclosures

     The Company is comprised principally of operations in North America, Europe and Asia. Non-U.S. market research is comprised of operations in United Kingdom, Canada, France, Germany, Hong Kong and Singapore and to a more limited extent, China. The Company currently has one reportable segment. There were no inter-company transactions that materially affected the unaudited consolidated financial statements, and all inter-company sales have been eliminated upon consolidation.

     The Company has prepared the financial results for geographic information on a basis that is consistent with the manner in which management internally disaggregates information to assist in making internal operating decisions. The Company has allocated common expenses among these geographic regions differently than it would for stand-alone information prepared in accordance with GAAP. Thus, geographic operating income (loss) may not be consistent with measures used by other companies.

     Geographic information for the three and nine months ended March 31 was as follows:

	Three Months Ended						Nine Months Ended
	March 31,						March 31,
	2008			2007			2008			2007
Revenue from services
United States	$	36,066		$	40,237		$	114,154		$	118,412
United Kingdom		9,756			9,934			30,319			31,448
Canada		7,552			—			18,157			—
Other European countries		3,425			1,577			10,745			4,836
Asia		523			—			1,849			—
Total revenue from services	$	57,322		$	51,748		$	175,224		$	154,696
Operating income (loss)
United States	$	(1,222	)	$	1,376		$	4,132		$	6,548
United Kingdom		(122	)		279			118			2,030
Canada		128			—			(569	)		—
Other European countries		(104	)		(162	)		234			(270	)
Asia		(549	)		(68	)		(800	)		(161	)
Total operating income	$	(1,869	)	$	1,425		$	3,115		$	8,147
Long-lived assets
United States	$	6,598		$	7,424		$	6,598		$	7,424
Canada		2,823			—			2,823			—

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	Three Months Ended						Nine Months Ended
	March 31,						March 31,
	2008			2007			2008			2007
United Kingdom		1,963			2,272			1,963			2,272
Other European countries		383			147			383			147
Asia		234			—			234			—
Total long-lived assets	$	12,001		$	9,843		$	12,001		$	9,843
Deferred tax assets
United States	$	14,292		$	18,021		$	14,292		$	18,021
Canada		(3,299	)		—			(3,299	)		—
United Kingdom		478			308			478			308
Other European countries		(949	)		(468	)		(949	)		(468	)
Asia		(131	)		—			(131	)		—
Total deferred tax assets	$	10,391		$	17,861		$	10,391		$	17,861

16. Commitments and Contingencies

     The Company has several non-cancelable operating leases for office space, vehicles and equipment, including certain leases with former related parties as discussed in Note 20, “Related Party Transactions,” to the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2007. There have been no material changes to the financial obligations for such leases during the nine months ended March 31, 2008 from those disclosed in Note 18, “Commitments and Contingencies,” to the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2007.

17. Legal Proceedings

     In the normal course of business, the Company is at times subject to pending and threatened legal actions and proceedings. After reviewing pending and threatened actions and proceedings with counsel, management does not expect the outcome of such actions or proceedings to have a material adverse effect on the Company’s business, financial condition or results of operations.

Item 2 — Management’s Discussion and Analysis of Financial Condition and Results of Operations

     The discussion in this Form 10-Q contains forward-looking statements that involve risks and uncertainties. The statements contained in this Form 10-Q that are not purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including statements regarding expectations, beliefs, intentions or strategies regarding the future. All forward-looking statements included in this document are based on the information available to Harris Interactive on the date hereof, and Harris Interactive assumes no obligation to update any such forward-looking statement. Actual results could differ materially from the results discussed herein. Factors that might cause or contribute to such differences include but are not limited to, those discussed in the Risk Factors section set forth in reports or documents Harris Interactive files from time to time with the SEC, such as our Annual Report on Form 10-K for the fiscal year ended June 30, 2007, filed on September 12, 2007. In addition, general market factors and economic trends, such as interest rates, the U.S. and world economy, the financial stability of world markets and the financial condition and outlook of our customers and potential customers should also be considered. The Risk Factors set forth in other reports or documents Harris Interactive files from time to time with the SEC should also be reviewed.

Overview

     Harris Interactive is a professional services firm that serves its clients in many industries and many countries. We provide Internet-based and traditional market research services which include ad-hoc or customized qualitative and quantitative research, service bureau research (conducted for other market research firms), long-term tracking studies and syndicated research.

Year-to-Date

     In August 2007, we took two significant steps to expand our global research capabilities by acquiring Decima Research, a leading Canadian research firm, and Marketshare, a private Asian research firm with co-located headquarters in Hong Kong and Singapore. Adding the strengths of these firms improved our global service offering and

17

provided increased access into two fast-growing regions that, according to ESOMAR, represent about a $4.0 billion market opportunity. By adding these firms, we now have a presence in six of the top ten global research markets that among the ten represent two-thirds of the global market, increasing our access to the global research market from approximately half nine months ago. In line with our global expansion goals, we will continue to look for suitable partners in other sizable and high-growth regions around the world.

     From a financial perspective:

• Total revenue increased 10.8% for the third fiscal quarter and 13.3% for the fiscal year-to-date, when compared with the same prior year periods. Organic revenue (defined as revenue from current operations owned at least one year) decreased 7.9% for the third fiscal quarter and 3.1% for the fiscal year-to-date, when compared with the same prior year periods.

• Operating margin decreased to (3.3)% for the third fiscal quarter and 1.8% for the fiscal year-to-date, when compared with 2.8% and 5.3% for the same respective prior year periods.

• The net loss for the third fiscal quarter was $(2.1) million and net income for the fiscal year-to-date was $1.0 million, compared with net income of $1.2 million and $5.7 million for the same respective prior year periods.

• Total North American revenue increased 8.4% for the third fiscal quarter and 11.7% for the fiscal year-to-date, when compared with the same prior year periods. Organic North American revenue decreased 10.4% for the third fiscal quarter and 3.6% for the fiscal year-to-date, when compared with the same prior year periods.

• Total European revenue increased 14.5% for the third fiscal quarter and 13.2% for the fiscal year-to-date, when compared with the same prior year periods. Organic European revenue was essentially flat for the third fiscal quarter and decreased 1.3% for the fiscal year-to-date, when compared with the same prior year periods.

• Total Internet-based revenue increased 15.8% for the third fiscal quarter and 18.3% for the fiscal year-to-date, when compared with the same prior year periods. Organic Internet-based revenue increased 6.8% for the third fiscal quarter and 9.3% for the fiscal year-to-date, when compared with the same prior year periods.

• North American Internet-based revenue decreased 1.9% for the third fiscal quarter and increased 7.3% for the fiscal year-to-date, when compared with the same prior year periods. Organic North American Internet-based revenue decreased 6.8% for the third fiscal quarter and increased 2.8% for the fiscal year-to-date, when compared with the same prior year periods.

• European Internet-based revenue increased 155.1% for the second fiscal quarter and 91.9% for the fiscal year-to-date, when compared with the same prior year periods. Organic European Internet-based revenue increased 114.3% for the third fiscal quarter and 52.6% for the fiscal year-to-date, when compared with the same prior year periods.

     Through the first nine months of the fiscal year, our revenue has declined mainly due to issues within the U.S. economy and our Healthcare business. In response to the economic issues, we have rescaled our business to support sustainable revenue and deliver acceptable profitability. Our Healthcare business has experienced both external market and internal management issues and as a result, we’ve appointed new leadership within that business.

     Our profitability has fallen short of expectations for the fiscal year due to our inability to lower our fixed costs rapidly enough in response to decreased revenue and our resulting retention of excess direct labor capacity. As a result, we’ve taken the actions more fully described under “Restructuring” below.

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Business Combinations

     Decima Research

     On August 16, 2007, we, along with 2144798 Ontario Inc., a corporation incorporated under the laws of the Province of Ontario, Canada (our wholly-owned, indirect subsidiary, “Canco”), and all of the stockholders of Decima Research Inc., a corporation amalgamated under the laws of Province of Ontario, Canada (“Decima”) entered into a Share Purchase Agreement dated August 16, 2007 pursuant to which Canco purchased 100% of the outstanding shares of Decima.

     This acquisition has allowed us to expand our presence in the global research market, as according to ESOMAR, the Canadian market is the seventh largest in the world. Key sectors served by Decima include financial services, telecommunications, public affairs and tourism/recreation/gaming.

     Marketshare

     On August 16, 2007, Harris Interactive International (“HII”), Harris Interactive Asia Limited, (HII’s Hong Kong wholly-owned subsidiary, “Harris Asia”), and all the stockholders of (i) Marketshare Limited, a company incorporated under the laws of Hong Kong (“Marketshare”), and (ii) Marketshare Pte Ltd, a company incorporated under the laws of Singapore (“Marketshare Pte”) entered into an Agreement Relating to the Sale and Purchase of the Entire Issued Share Capitals of Marketshare Limited and Marketshare Pte Ltd dated August 16, 2007, pursuant to which Harris Asia purchased 100% of the issued share capital of Marketshare and Marketshare Pte.

     This acquisition has provided access into the rapidly growing Asia/Pacific market and will serve as a platform for continued acquisitive growth in the region. Key sectors served by Marketshare include retail, financial services, technology and travel/tourism.

     The acquisitions of Decima and Marketshare were accounted for under the purchase method in accordance with SFAS No. 141 and were included in our consolidated financial statements effective August 1, 2007. Further financial information about these business combinations is included in Note 5, “Business Combinations,” to our unaudited consolidated financial statements contained in this Form 10-Q.

Restructuring

     During the third quarter of fiscal 2008, we recorded $1.1 million in restructuring charges directly related to our decisions made at various times during the quarter to close our telephone center in Orem, Utah by March 2008, strategically reduce headcount, and reduce leased space at our Grandville, Michigan and Norwalk, Connecticut offices. Each decision was designed to better align our cost structure with the evolving operational needs of the business.

     In connection with the Orem closure, we reduced our headcount by 26 full-time equivalents and incurred $0.2 million in one-time termination benefits, all of which involved cash payments. The reduction in staff was communicated to the affected employees in January 2008. Additionally, we incurred $0.1 million in contract termination charges related to the remaining operating lease obligation, all of which involved cash payments. All actions were completed by March 31, 2008. Cash payments in connection with the Orem closure will be completed in August 2008.

     An additional headcount reduction of 15 full-time equivalents occurred in February 2008 and resulted in $0.3 million in one-time termination benefits, all of which involve cash payments. All actions associated with this headcount reduction were completed in February 2008, and cash payments in connection with the one-time termination benefits will be completed by September 2008.

     In connection with the leased space reductions in Grandville and Norwalk, we incurred $0.5 million in contract termination charges related to the remaining operating lease obligations, all of which involve cash payments. All actions associated with the space reductions were completed in March 2008. Cash payments in connection with the remaining lease obligations will be completed by April 2015.

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     The following table summarizes activity with respect to the fiscal 2008 restructuring activities for the nine months ended March 31, 2008 (amounts in 000s):

	Balance,										Balance,
	July 1,		Costs		Cash			Non-Cash			March 31,
	2007		Incurred		Payments			Settlements			2008
Severance payments	$	—	$	500	$	(207	)	$	—		$	293
Lease obligations		—		638		(4	)		(42	)		592
	$	—	$	1,138	$	(211	)	$	(42	)	$	885

Discontinued Operations

     During the fourth quarter of fiscal 2007, we committed to a plan to sell our Rent and Recruit business. We classified Rent and Recruit as a discontinued operation, consistent with the provisions of SFAS No. 144. At June 30, 2007, we were in the process of identifying potential buyers or other interested parties and discussing a possible transaction with them. The sale of Rent and Recruit was completed on August 23, 2007 and resulted in a gain of $0.2 million.

     The results of operations, net of taxes, and the carrying value of the assets and liabilities of Rent and Recruit are reflected in the accompanying unaudited consolidated financial statements as discontinued operations, assets held for sale and liabilities held for sale, respectively. All prior periods presented were reclassified to conform to this presentation. These reclassifications of the prior period consolidated financial statements did not impact total assets, liabilities, stockholders’ equity, net income or cash flows.

     Further financial information regarding discontinued operations is included in Note 7, “Discontinued Operations,” to our unaudited consolidated financial statements contained in this Form 10-Q.

Critical Accounting Policies and Estimates

     The preparation of financial statements requires management to make estimates and assumptions that affect amounts reported therein. The most significant of these areas involving difficult or complex judgments made by management with respect to the preparation of our consolidated financial statements in fiscal 2008 include:

• Revenue recognition,

• Provision for uncollectible accounts,

• Restructuring charges,

• Discontinued operations,

• Valuation of intangible assets and other long-lived assets,

• Valuation of goodwill,

• Realizability of deferred tax assets and tax contingencies,

• HIpoints loyalty program,

• Post-employment payments, and

• Stock-based compensation.

     In each situation, management is required to make estimates about the effects of matters or future events that are inherently uncertain.

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     During the nine months ended March 31, 2008, there were no changes to the items that we disclosed as our critical accounting policies and estimates in management’s discussion and analysis of financial condition and results of operations included in our Annual Report on Form 10‑K for the fiscal year ended June 30, 2007, filed by us with the SEC on September 12, 2007, except as follows:

     HIpoints Loyalty Program

     In July 2001, we initiated HIpoints, a loyalty program designed to reward respondents who register for our panel, complete online surveys and refer others to join our online panel. The earned points are non-transferable and may be redeemed for gifts from a specific product portfolio at any time prior to expiration. We maintain a reserve for obligations with respect to future redemption of outstanding points based on the expected redemption rate of the points. This expected redemption rate is based on our actual redemption rates since the inception of the program. An actual rate that differs from the expected redemption rate could have a material impact on the results of our operations.

     Prior to December 2007, points under the HIpoints program expired after one year of account inactivity. In December 2007, we modified the expiration parameters of the program such that points now expire after nine months of account inactivity and tightened the rules around expirations to more accurately account for panelists that are not truly engaged in the program. These changes resulted in a $0.8 million reduction in our reserve for obligations with respect to future redemption of outstanding points during the three months ended December 31, 2007, which was recorded in the “Cost of services” line item of our unaudited consolidated statement of operations.

     All other aspects of the HIpoints program as described in our Annual Report on Form 10-K for the fiscal year ended June 30, 2007 remain unchanged.

Results of Operations

     Three Months Ended March 31, 2008 Versus Three Months Ended March 31, 2007

     The following table sets forth the results of our continuing operations, expressed both as a dollar amount and as a percentage of revenue from services, for the three months ended March 31, 2008 and 2007, respectively (amounts in 000s):

	2008			%			2007			%
Revenue from services	$	57,322			100.0	%	$	51,748			100.0	%
Operating expenses:
Cost of services		28,914			50.4			26,511			51.2
Sales and marketing		5,806			10.1			5,642			10.9
General and administrative		21,172			36.9			16,945			32.7
Depreciation and amortization		2,161			3.8			1,225			2.4
Restructuring charges		1,138			2.0			—			—
Operating (loss) income		(1,869	)		(3.3	)		1,425			2.8
Interest and other income		230			0.4			580			1.1
Interest expense		(514	)		(0.9	)		(5	)		(0.0	)
Income from continuing operations before taxes		(2,153	)		(3.8	)		2,000			3.9
(Benefit) provision for income taxes		(20	)		(0.0	)		879			1.7
(Loss) income from continuing operations		(2,133	)		(3.7	)		1,121			2.2
Income from discontinued operations, net of tax		—			—			35			0.1
Net income	$	(2,133	)		(3.7	)	$	1,156			2.2

     Revenue from services. Revenue from services increased by $5.6 million to $57.3 million for the three months ended March 31, 2008, an increase of 10.8% over the same prior year period. Revenue from services was impacted by several factors, as more fully described below.

     North American revenue increased by $3.4 million to $43.6 million for the three months ended March 31, 2008, an increase of 8.4% over the same prior year period. For the three months ended March 31, 2008, North American revenue was comprised of:

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• $36.1 million from U.S. operations, down 10.4% compared with $40.2 million for the same prior year period. The decrease in U.S. revenue was impacted by revenue declines in the following industry groups:

• Healthcare, as a result of budget cuts in the pharmaceutical industry as well as the internal management issues noted above,

• Consumer Goods, as a result of losing a significant client, and

• Emerging and General Markets, as a result of this group narrowing its sales focus.

• $7.6 million from Canadian operations, all of which was attributable to our August 2007 acquisition of Decima.

     European revenue increased by $1.7 million to $13.2 million for the three months ended March 31, 2008, an increase of 14.5% over the same prior year period. For the three months ended March 31, 2008, European revenue was comprised of:

• $9.8 million from our U.K operations, essentially flat when compared with $9.9 million for the same prior year period, and

• $3.4 million from our French and German operations, compared with $1.6 million from our French operations for the same prior year period. The increase in revenue from these operations was principally the result of our April 2007 acquisition of MediaTransfer, which contributed $1.6 million in incremental revenue in the third fiscal quarter.

European revenue for the three months ended March 31, 2008 included a favorable impact of $0.3 million as a result of foreign exchange rate differences and the depreciation of the U.S. Dollar against the British Pound and the Euro.

     Revenue from Internet-based services was $35.8 million or 62.5% of total revenue for the three months ended March 31, 2008, compared with $30.9 million or 59.8% of total revenue for the same prior year period. On a geographic basis:

• North American Internet-based revenue was $26.9 million or 61.8% of total North American revenue for the three months ended March 31, 2008, compared with $27.5 million or 68.3% of total North American revenue for the same prior year period. North American Internet-based revenue was comprised of the following:

• U.S. Internet-based revenue of $25.6 million or 71.0% of total U.S. revenue for the three months ended March 31, 2008, compared with $27.5 million or 68.3% of total U.S. revenue for the same prior year period. The increase in U.S. Internet-based revenue as a percentage of total U.S. revenue from the same prior year period is due to our focus on winning larger tracking studies which can be performed online.

• Canadian Internet-based revenue of $1.3 million or 17.8% of total Canadian revenue for the three months ended March 31, 2008, all attributable to our August 2007 acquisition of Decima. We will continue to focus on growing Internet-based revenue in our Canadian operations throughout the remainder of fiscal 2008 and beyond.

• European Internet-based revenue was $8.9 million or 67.4% of total European revenue for the three months ended March 31, 2008, compared with $3.5 million or 30.3% of total European revenue for the same prior year period. European Internet-based revenue was comprised of the following:

• U.K. Internet-based revenue of $5.8 million or 59.5% of total U.K. revenue for the three months ended March 31, 2008, compared with $2.1 million or 20.8% of total U.K. revenue for the same prior year period. The increase in U.K. Internet-based revenue was driven by our continued emphasis on marketing and selling Internet-based research, as well as the ongoing transition to Internet-based research throughout Europe.

• French and German Internet-based revenue of $3.1 million or 90.2% of total French and German revenue

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for the three months ended March 31, 2008, compared with $1.4 million or 90.0% of total French revenue for the same prior year period. The increase in French and German Internet-based revenue was principally the result of our April 2007 acquisition of MediaTransfer, which contributed $1.4 million in incremental Internet-based revenue in the quarter.

     Cost of services. Cost of services was $28.9 million or 50.4% of total revenue for the three months ended March 31, 2008, compared with $26.5 million or 51.2% of total revenue for the same prior year period. Cost of services was principally impacted by the mix of projects during the quarter when compared with the same prior year period.

     Sales and marketing. Sales and marketing expense was $5.8 million or 10.1% of total revenue for the three months ended March 31, 2008, compared with $5.6 million or 10.9% of total revenue for the same prior year period. Sales and marketing expense was principally impacted by:

• $0.8 million in incremental sales and marketing expenses attributable to our MediaTransfer, Decima and Marketshare acquisitions, and

• $0.6 million decline in selling expenses as a result of our decline in revenue in both the U.S. and U.K., as discussed above.

     Sales and marketing expense includes labor costs for project personnel during periods when they are not working on specific revenue-generating projects but instead are participating in our selling efforts.

     General and administrative. General and administrative expense increased to $21.2 million or 36.9% of total revenue for the three months ended March 31, 2008, compared with $16.9 million or 32.7% of total revenue for the same prior year period. General and administrative expense was principally impacted by the following:

• $3.4 million in incremental general and administrative expenses attributable to our MediaTransfer, Decima and Marketshare acquisitions; and

• $0.8 million in severance charges for Leonard R. Bayer, our former Executive Vice President, Chief Scientist and Chief Technology Officer, in connection with his retirement which was effective March 31, 2008.

     General and administrative expense includes the labor costs for project personnel when they are neither working on specific revenue-generating projects nor participating in our selling efforts.

     Depreciation and amortization. Depreciation and amortization was $2.2 million or 3.8% of total revenue for the three months ended March 31, 2008, compared with $1.2 million or 2.4% of total revenue for the same prior year period. The increase in depreciation and amortization was principally the result of $0.8 million in incremental depreciation and amortization expense attributable to our MediaTransfer, Decima and Marketshare acquisitions.

     Restructuring charges. See above under “Restructuring” for further discussion regarding restructuring charges incurred during the three months ended March 31, 2008.

     Interest and other income. Interest and other income was $0.2 million or 0.4% of total revenue for the three months ended March 31, 2008, compared with $0.6 million or 1.1% of total revenue for the same prior year period. The decrease in interest and other income was due to a decrease in the average balance of cash and marketable securities for fiscal 2007 when compared with fiscal 2008.

     Interest expense. Interest expense was $0.5 million or 0.9% of total revenue for the three months ended March 31, 2008, compared with essentially no interest expense for the same prior year period. The increase in interest expense is the result of our outstanding debt during the three months ended March 31, 2008 compared with the same prior year period, during which we did not have any outstanding debt.

     Income taxes. Our income tax provision for the three months ended March 31, 2008 was nil, compared with $0.9 million for the same prior year period. The tax provision for the quarter reflects an adjustment to the annual effective tax

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rate as a result of lower profitability within our U.S. operations and a $0.5 million valuation allowance against a deferred tax asset whose future realizability no longer met the more-likely-than-not criteria.

     Our effective tax rate may be impacted in the future by several factors including, but not limited to, changes in our legal entity structure, expansion of our global footprint and the nature of future investment decisions.

      Nine Months Ended March 31, 2008 Versus Nine Months Ended March 31, 2007

     The following table sets forth the results of our continuing operations, expressed both as a dollar amount and as a percentage of revenue from services, for the nine months ended March 31, 2008 and 2007, respectively (amounts in 000s):

	2008			%			2007			%
Revenue from services	$	175,224			100.0	%	$	154,696			100.0	%
Operating expenses:
Cost of services		87,373			49.9			76,324			49.3
Sales and marketing		17,643			10.1			15,617			10.1
General and administrative		59,651			34.0			51,197			33.1
Depreciation and amortization		6,304			3.6			3,821			2.5
Gain on sale of assets		—			—			(410	)		(0.3	)
Restructuring charges		1,138			0.6			—			—
Operating income		3,115			1.8			8,147			5.3
Interest and other income		909			0.5			1,773			1.1
Interest expense		(1,477	)		(0.8	)		(10	)		(0.0	)
Income from continuing operations before taxes		2,547			1.5			9,910			6.4
Provision for income taxes		1,638			0.9			4,271			2.8
Income from continuing operations		909			0.5			5,639			3.6
Income from discontinued operations, net of tax		124			0.1			73			0.0
Net income	$	1,033			0.6		$	5,712			3.7

     Revenue from services. Revenue from services increased by $20.5 million to $175.2 million for the nine months ended March 31, 2008, an increase of 13.3% over the same prior year period. Revenue from services was impacted by several factors, as more fully described below.

     North American revenue increased by $13.9 million to $132.3 million for the nine months ended March 31, 2008, an increase of 11.7% over the same prior year period. For the nine months ended March 31, 2008, North American revenue was comprised of:

• $114.2 million from U.S. operations, down 3.6% compared with $118.4 million for the same prior year period. The decrease in U.S. revenue was impacted by revenue declines in the following industry groups:

• Healthcare, as a result of budget cuts in the pharmaceutical industry as well as the internal management issues noted above, and

• Emerging and General Markets, as a result of this group narrowing its sales focus.

• $18.2 million from Canadian operations, all of which was attributable to our August 2007 acquisition of Decima.

     European revenue increased by $4.8 million to $41.1 million for the nine months ended March 31, 2008, an increase of 13.2% over the same prior year period. For the nine months ended March 31, 2008, European revenue was comprised of:

• $30.3 million from our U.K operations, compared with $31.4 million for the same prior year period. The decrease in U.K. revenue was principally due to prior year projects that were not renewed in the current year, and

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• $10.7 million from our French and German operations, compared with $4.8 million from our French operations for the same prior year period. The increase in revenue from these operations was principally the result of our April 2007 acquisition of MediaTransfer, which contributed $5.3 million in incremental revenue in the third fiscal quarter.

European revenue for the nine months ended March 31, 2008 included a favorable impact of $2.0 million as a result of foreign exchange rate differences and the depreciation of the U.S. Dollar against the British Pound and the Euro.

     Revenue from Internet-based services was $109.1 million or 62.3% of total revenue for the nine months ended March 31, 2008, compared with $92.3 million or 59.6% of total revenue for the same prior year period. On a geographic basis:

• North American Internet-based revenue was $86.1 million or 65.1% of total North American revenue for the nine months ended March 31, 2008, compared with $80.3 million or 67.8% of total North American revenue for the same prior year period. North American Internet-based revenue was comprised of the following:

• U.S. Internet-based revenue of $82.5 million or 72.3% of total U.S. revenue for the nine months ended March 31, 2008, compared with $80.3 million or 67.8% of total U.S. revenue for the same prior year period. The increases from the same prior year period in U.S. Internet-based revenue, both as a dollar amount and as a percentage of total U.S. revenue, are due to our focus on winning larger tracking studies which can be performed online.

• Canadian Internet-based revenue of $3.6 million or 19.7% of total Canadian revenue for the nine months ended March 31, 2008, all attributable to our August 2007 acquisition of Decima. We will continue to focus on growing Internet-based revenue in our Canadian operations throughout the remainder of fiscal 2008 and beyond.

• European Internet-based revenue was $23.0 million or 56.0% of total European revenue for the nine months ended March 31, 2008, compared with $12.0 million or 33.0% of total European revenue for the same prior year period. European Internet-based revenue was comprised of the following:

• U.K. Internet-based revenue of $13.3 million or 44.0% of total U.K. revenue for the nine months ended March 31, 2008, compared with $7.6 million or 24.3% of total U.K. revenue for the same prior year period. The increase in U.K. Internet-based revenue was driven by our continued emphasis on marketing and selling Internet-based research, as well as the ongoing transition to Internet-based research throughout Europe.

• French and German Internet-based revenue of $9.7 million or 89.9% of total French and German revenue for the nine months ended March 31, 2008, compared with $4.4 million or 90.0% of total French revenue for the same prior year period. The increase in French and German Internet-based revenue was principally the result of our April 2007 acquisition of MediaTransfer, which contributed $4.7 million in incremental Internet-based revenue in the quarter.

     Cost of services. Cost of services was $87.4 million or 49.9% of total revenue for the nine months ended March 31, 2008, compared with $76.3 million or 49.3% of total revenue for the same prior year period. Cost of services was principally impacted by the mix of projects during the quarter when compared with the same prior year period. Additionally, cost of services was favorably impacted by the $0.8 million reduction in our reserve for obligations with respect to future redemption of outstanding points under our HIpoints program discussed above. We expect that the changes made to the program will provide additional ongoing savings.

     Sales and marketing. Sales and marketing expense was $17.6 million or 10.1% of total revenue for the nine months ended March 31, 2008, compared with $15.6 million or 10.1% of total revenue for the same prior year period. The increase in sales and marketing expense was principally due to:

• $1.4 million in incremental sales and marketing expenses attributable to our MediaTransfer, Decima and Marketshare acquisitions; and

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• $0.6 million in incremental expense as a result of an increase in the time spent by our sales and professional staff on selling and proposal generation.

     Sales and marketing expense includes labor costs for project personnel during periods when they are not working on specific revenue-generating projects but instead are participating in our selling efforts.

     General and administrative. General and administrative expense increased to $59.7 million or 34.0% of total revenue for the nine months ended March 31, 2008, compared with $51.2 million or 33.1% of total revenue for the same prior year period. General and administrative expense was principally impacted by the following:

• $9.4 million in incremental general and administrative expenses attributable to our MediaTransfer, Decima and Marketshare acquisitions; and

• $0.8 million in severance charges for Leonard R. Bayer, our former Executive Vice President, Chief Scientist and Chief Technology Officer, in connection with his retirement which was effective March 31, 2008.

     General and administrative expense includes the labor costs for project personnel when they are neither working on specific revenue-generating projects nor participating in our selling efforts.

     Depreciation and amortization. Depreciation and amortization was $6.3 million or 3.6% of total revenue for the nine months ended March 31, 2008, compared with $3.8 million or 2.5% of total revenue for the same prior year period. The increase in depreciation and amortization was principally the result of $2.2 million in incremental depreciation and amortization expense attributable to our MediaTransfer, Decima and Marketshare acquisitions.

     Gain on sale of assets. There were no gains on the sale of assets for the nine months ended March 31, 2008. Gain on sale of assets held for sale for the same prior year period consisted solely of a $0.4 million gain realized on the December 2006 sale of our Stockport facility.

     Restructuring charges. See above under “Restructuring” for further discussion regarding restructuring charges incurred during the nine months ended March 31, 2008.

     Interest and other income. Interest and other income was $0.9 million or 0.5% of total revenue for the nine months ended March 31, 2008, compared with $1.8 million or 1.1% of total revenue for the same prior year period. The decrease in interest and other income was due to a decrease in the average balance of cash and marketable securities for fiscal 2007 when compared with fiscal 2008.

     Interest expense. Interest expense was $1.5 million or 0.8% of total revenue for the nine months ended March 31, 2008, compared with essentially no interest expense for the same prior year period. The increase in interest expense was the result of our outstanding debt during the nine months ended March 31, 2008 compared with the same prior year period, during which we did not have any outstanding debt.

     Income taxes. We recorded an income tax provision of $1.6 million for the nine months ended March 31, 2008, compared with $4.3 million for the same prior year period. Our actual tax rate for the nine months ended March 31, 2008 was 62.3%, compared with our projected global effective rate of 57.8% for the year. Our actual tax rate differs from our effective tax rate as a result of lower profitability within our U.S. operations and a $0.5 million valuation allowance against a deferred tax asset whose future realizability no longer met the more-likely-than-not criteria.

     Our effective tax rate may be impacted in the future by several factors including, but not limited to, changes in our legal entity structure, expansion of our global footprint and the nature of future investment decisions.

Significant Factors Affecting Our Performance

     Our Revenue Mix and Profitability

     We treat all of the revenue from a project as Internet-based whenever more than 50% of the data collection for that

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project was completed online. Regardless of data collection mode, most full-service market research projects contain three specific phases: survey design, data collection and data analysis. Generally, the costs of a project are spread evenly across those three phases.

     Internet-based data collection has certain fixed costs relating to data collection, panel incentives and database development and maintenance. When the volume of Internet-based work reaches the point where fixed costs are absorbed, increases in Internet-based revenue tend to increase profitability, assuming that project professional service components and cost of services are comparable and operating expenses are properly controlled.

     Projects designated as Internet-based may have traditional data collection components, particularly in multi-country studies where Internet databases are not fully developed. That traditional data collection component tends to decrease the profitability of the project. Profitability is also decreased by direct costs of outsourcing (programming, telephone data collection and sample sourcing) and incentive pass-through costs.

     For further information regarding Internet-based revenue, please see the tables in “Our Ability to Measure Our Performance” below.

      Seasonality

     Being project-based, our business has historically exhibited moderate seasonality. Revenue generally tends to ramp upward during the fiscal year, with fiscal Q1 (ending September 30), particularly the vacation-heavy months of July and August, generating the lowest revenue. Fiscal Q2 (ending December 31) generally yields a sequential increase in revenue. Fiscal Q3 (ending March 31) is approximately flat with or slightly below Q2 revenue. Fiscal Q4 (ending June 30) typically yields the highest revenue of the year. Although trends in any particular year may vary from the norm, given our historic seasonality, we manage our business based on an annual business cycle. Consistent with this thinking, trailing twelve-month data for certain of our key operating metrics is presented in the table below in “Our Ability to Measure Our Performance”. These data are derived from the quarterly key operating metrics data presented in the current and prior periods.

      Our Ability to Measure Our Performance

     We closely track certain key operating metrics, specifically bookings, ending sales backlog, average billable full-time equivalents, days of sales outstanding, utilization and bookings to revenue ratio. Each of these key operating metrics enables us to measure the current and forecasted performance of our business relative to historical trends and promote a management culture that focuses on accountability. We believe that this ultimately leads to increased productivity and more effective and efficient use of our human and capital resources.

     For the three months ended March 31, 2008 and the last four fiscal quarters, key operating metrics for continuing operations were as follows (U.S. Dollar amounts in millions):

	Q3			Q4			Q1			Q2			Q3
	FY2007			FY2007			FY2008			FY2008			FY2008
Internet Revenue (% of total revenue)		60	%		63	%		62	%		62	%		63	%
North American Internet Revenue (% of North American revenue)		68	%		73	%		66	%		67	%		62	%
European Internet Revenue (% of European revenue)		30	%		35	%		50	%		51	%		67	%
Cash & Marketable Securities	$	29.1		$	33.3		$	24.1		$	33.3		$	31.2
Bookings	$	57.6		$	50.9		$	50.8		$	68.2		$	61.3
Ending Sales Backlog	$	70.4		$	64.9		$	67.4		$	72.8		$	76.9
Average Billable Full Time Equivalents (FTEs)		728			712			766			821			818
Days of Sales Outstanding (DSO)	35 days			43 days			49 days			43 days			40 days
Utilization		64	%		68	%		62	%		62	%		62	%
Bookings to Revenue Ratio		1.11			0.89			0.92			1.09			1.07

     Since our business has moderate seasonality, we encourage investors to measure our progress over longer time frames. To help that process, we provide trailing twelve-month key operating metrics. Trailing twelve-month data for certain of our key operating metrics for continuing operations at March 31, 2008, and at the last four fiscal quarter end dates, were as follows (U.S. Dollar amounts in millions):

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	Mar 07			Jun 07			Sep 07			Dec 07			Mar 08
Consolidated Revenue	$	213.5		$	211.8		$	219.8		$	226.8		$	232.3
Internet Revenue (% of total revenue)		59	%		60	%		61	%		62	%		62	%
North American Internet Revenue (% of North American revenue)		67	%		69	%		69	%		69	%		67	%
European Internet Revenue (% of European revenue)		32	%		34	%		36	%		42	%		50	%
Total Bookings	$	213.0		$	217.1		$	225.0		$	227.4		$	231.2
Average Billable Full Time Equivalents (FTEs)		720			720			731			757			779
Utilization		63	%		63	%		64	%		64	%		63	%
Bookings to Revenue Ratio		1.00			1.03			1.02			1.00			1.00

Additional information regarding each of the key operating metrics noted above is as follows:

     Bookings are defined as the contract value of revenue-generating projects expected to take place during the next four fiscal quarters for which a firm client commitment was received during the current period, less any adjustments to prior period bookings due to contract value adjustments or project cancellations during the current period.

     Bookings for the three months ended March 31, 2008 were $61.3 million, compared with $57.6 million for the same prior year period. The increase in bookings is principally the result of $9.9 million in bookings from Decima, MediaTransfer and Marketshare, offset by the declines in bookings for Healthcare and Emerging and General Markets as a result of the reasons discussed above.

     Monitoring bookings enhances our ability to forecast long-term revenue and to measure the effectiveness of our marketing and sales initiatives. However, we also are mindful that bookings often vary significantly from quarter to quarter. Information concerning our new bookings is not comparable to, nor should it be substituted for, an analysis of our revenue over time. There are no third-party standards or requirements governing the calculation of bookings. New bookings involve estimates and judgments regarding new contracts as well as renewals, extensions and additions to existing contracts. Subsequent cancellations, extensions and other matters may affect the amount of bookings previously reported.

     Ending Sales Backlog is defined as prior period ending sales backlog plus current period bookings, less revenue recognized on outstanding projects as of the end of the period.

     Ending sales backlog helps us to manage our future staffing levels more accurately and is also an indicator of the effectiveness of our marketing and sales initiatives. Generally, projects included in ending sales backlog at the end of a fiscal period convert to revenue from services during the following twelve months, based on our experience from prior years.

     Ending sales backlog of $76.9 million at March 31, 2008 represented a 7.3% increase compared with the ending sales backlog for the same prior year period. The increase in sales backlog is principally the result of $8.5 million in sales backlog contributed by our Decima, MediaTransfer and Marketshare operations.

     Average Billable Full-Time Equivalents (FTE’s) are defined as the hours of available billable capacity in a given period divided by total standard hours for a full-time employee and represent an average for the periods reported.

     Measuring FTE’s enables us to determine proper staffing levels, minimize unbillable time, and improve utilization and profitability.

     Billable FTE’s for the three months ended March 31, 2008 were 818, compared with 728 billable FTE’s reported for the same prior year period. The 12.4% increase in billable FTEs when compared with the same prior year period is principally the result of the 10.8% increase over the same prior year period in revenue from services.

     Days of Sales Outstanding (DSO) is calculated as accounts receivable as of the end of the applicable period (including unbilled receivables less deferred revenue) divided by our daily revenue (total revenue for the period divided by the number of calendar days in the period).

     Measuring DSO allows us to minimize our investment in working capital, measure the effectiveness of our collection efforts and helps forecast cash flow. Generally, a lower DSO measure equates to more efficient use of working capital.

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     DSO for the three months ended March 31, 2008 was 40 days, up 14.3% when compared with the same prior year period. The increase in DSO is the result of higher DSOs in our international locations when compared with the same prior year periods.

     Utilization is defined as hours billed by project personnel in connection with specific revenue-generating projects divided by total hours of available capacity. Hours billed do not include marketing, selling or proposal generation time.

     Tracking utilization enables efficient management of overall staffing levels and promotes greater accountability for the management of resources on individual projects. Utilization for the three months ended March 31, 2008 was 62%, compared with 64% for the same prior year period. The slight decrease in utilization is principally the result of the declines in U.S. revenue from services discussed above.

Financial Condition, Liquidity and Capital Resources

Financial Condition

     Material changes in financial condition from June 30, 2007 to March 31, 2008 included changes in:

• current assets, property, plant and equipment, goodwill, intangibles, and current liabilities and deferred tax liabilities primarily attributable to acquired businesses as more fully described in Note 5, “Business Combinations”, to our unaudited consolidated financial statements contained in this Form 10-Q, and

• current portion of long-term debt attributable to credit facilities described below in the “Credit Facilities” section of “Financial Condition, Liquidity and Capital Resources.”

Cash and Cash Equivalents

     The following table sets forth net cash provided by operating activities, net cash (used in) provided by investing activities and net cash provided by (used in) financing activities, for the nine months ended March 31 (amounts in 000s):

	2008			2007
Net cash provided by operating activities	$	13,443		$	13,017
Net cash (used in) provided by investing activities		(19,526	)		39,302
Net cash provided by (used in) financing activities		7,937			(39,270	)

     Net cash provided by operating activities. Net cash provided by operating activities increased by $0.4 million to $13.4 million for the nine months ended March 31, 2008, essentially flat when compared with $13.0 million for the same prior year period.

     Net cash (used in) provided by investing activities. Net cash used in investing activities was $19.5 million for the nine months ended March 31, 2008, compared with $39.3 million provided by investing activities for the same prior year period. This change is the principally result of $21.0 million in net cash paid in connection with our Decima and Marketshare acquisitions, offset by $4.4 million in net cash generated from maturities and sales of marketable securities.

     Net cash provided by (used in) financing activities. Net cash provided by financing activities was $7.9 million for the nine months ended March 31, 2008, compared with $39.3 million used in financing activities for the same prior year period. This change is the result of $14.5 million in net proceeds from borrowings, which were used to fund a portion of the consideration for our acquisitions of Decima and Marketshare, offset by $6.9 million in payments on outstanding borrowings. Comparatively, $40.8 million was used during the same prior year period to fund repurchases of our common stock under our Share Repurchase Program discussed below.

Working Capital

     At March 31, 2008, we had cash and cash equivalents of $31.2 million, down 6.3% compared with $33.3 million in cash, cash equivalents and marketable securities at June 30, 2007 as a result of the reasons described above. Based on

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current plans and business conditions, we believe that our existing cash, cash equivalents and cash flows from operations will be sufficient to satisfy the cash requirements that we anticipate will be necessary to support our investments and operations for the foreseeable future. However, we cannot be certain that our underlying assumed levels of revenue and expenses will be accurate. In addition, if we acquire additional businesses, we likely will be required to seek additional funding through public or private financing or other arrangements. Based upon our current credit facilities, relationships with financial institutions and financial condition, we believe that adequate funds will be available to support all of our investments and activities, including acquisitions, on reasonable terms, but if sufficient funds are not available when needed or on favorable terms, it could have a material adverse effect on our business and results of operations.

     Our capital requirements depend on numerous factors, including but not limited to, market acceptance of our services, the resources we allocate to the continuing development of our Internet infrastructure and Internet panel, the marketing and selling of our services and our acquisition activities. For the fiscal year ending June 30, 2008, our capital expenditures are expected to be between $3.5 million and $4.0 million. We believe that cash generated from our operations and the cash and cash equivalents we held at March 31, 2008 will be sufficient to provide adequate funding for any foreseeable capital requirements that may arise.

     In order to continue to generate revenue, we must continually develop new business, both for growth and to replace non-renewed projects. Although work for no one client constitutes more than 10% of our revenue, we have had to find significant amounts of replacement and additional revenue as client relationships and work for continuing clients change and will likely have to continue to do so in the future. Our ability to generate revenue is dependent not only on execution of our business plan, but also on general market factors outside of our control. Many of our clients treat all or a portion of their market research expenditures as discretionary. As a result, if economic conditions decline in any of our markets, our ability to generate revenue may be adversely impacted.

Share Repurchase Program

     Pursuant to the Repurchase Program authorized by our Board on May 3, 2006, as amended on January 31 and May 2, 2007, we repurchased 10.3 million shares of our common stock at an average price per share of $5.52 for an aggregate purchase price of $57.0 million. All repurchased shares were subsequently retired. The Repurchase Program expired on December 31, 2007. We did not repurchase any shares of our common stock under the Repurchase Program through the nine months ended March 31, 2008.

Credit Facilities

     On September 21, 2007, we entered into a Credit Agreement (the “Credit Agreement”) with JPMorgan Chase Bank, N.A. (“JPMorgan”), as Administrative Agent, and the Lenders party thereto. Pursuant to the Credit Agreement, the Lenders made available $100.0 million in credit facilities (the “Credit Facilities”) in the form of a revolving line of credit (“Revolving Line”), a term loan (“Term Loan”), and a multiple advance term loan commitment (“Multiple Advance Commitment”).

     The Revolving Line enables us to borrow, repay, and re-borrow up to $25.0 million principal outstanding at any one time, with a $10.0 million sub-limit for issuance of letters of credit. The full amount of the Term Loan (“Term Loan A”) was made in a single advance of $12.0 million at the time of closing of the Credit Facilities. The Multiple Advance Commitment enables us to borrow up to an aggregate of $63.0 million in one or more advances, and $19.8 million (“Term Loan B”) and $2.8 million (“Term Loan C”) were advanced at closing. Existing letters of credit in the face amount of $0.2 million also were treated as if issued under the Revolving Line. In addition, the Credit Agreement permits us to request increases in the Revolving Line up to an additional $25.0 million of availability, subject to discretionary commitments by the then Lenders and, if needed, additional lenders. The Credit Facilities replaced existing credit arrangements with JPMorgan.

     Outstanding amounts under the Credit Facilities accrue interest, as elected by us, at either (a) the greater of the Administrative Agent’s Prime Rate or the Federal Funds Rate plus 0.5%, or (b) the Adjusted LIBOR interest rate plus a spread of between 0.625% and 1.00% depending upon our leverage ratio as measured quarterly. In addition, the Lenders receive a commitment fee ranging from 0.10% to 0.175%, depending upon our leverage ratio, quarterly in arrears based on average unused portions of the full committed amount of the Credit Facilities. Accrued interest is payable quarterly in arrears, or at the end of each applicable LIBOR interest rate period, but at least every three months, with respect to borrowings for which the Adjusted LIBOR interest rate applies.

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     All outstanding amounts under the Credit Facilities are due and payable in full on September 21, 2012 (the “Maturity Date”). On the last day of each quarter, principal payments of $0.6 million each are due and payable with respect to the Term Loan, and principal payments equal to 5% of each borrowing made under the Multiple Advance Commitment also are due and payable. Borrowings are freely prepayable, subject to break funding payments for prepayments during Adjusted LIBOR interest periods. The required principal repayments of Term Loans A, B and C for the remaining nine months of fiscal 2008 and for each of the five succeeding fiscal years are set forth in Note 10, “Borrowings,” to our unaudited consolidated financial statements contained in this Form 10-Q.

     We have elected the LIBOR interest rate on amounts outstanding under Term Loans A, B and C. At March 31, 2008, the applicable LIBOR interest rate was 2.70%. Effective September 21, 2007, we entered into an interest rate swap agreement with JPMorgan, which effectively fixed the floating LIBOR interest rates on the amounts outstanding under Term Loans A, B and C at 5.08% through September 21, 2012. The additional spread applicable to the interest rates based on the our leverage ratio at March 31, 2008 was 0.875%, resulting in an aggregate interest rate at March 31, 2008 of 5.955%. We anticipate that the interest rate swap will be settled upon maturity and it is being accounted for as a cash flow hedge. The interest rate swap is recorded at fair value each reporting period with the changes in the fair value of the hedge that take place through the date of maturity recorded in accumulated other comprehensive income. At March 31, 2008, we recorded a liability of $1.7 million in the “Other liabilities” line item of our unaudited consolidated balance sheet. There was no ineffectiveness associated with the interest rate swap for the nine months ended March 31, 2008.

     The Credit Agreement contains customary representations, default provisions, and affirmative and negative covenants, including among others prohibitions of dividends, sales of certain assets and mergers, and restrictions related to acquisitions, indebtedness, liens, investments, share repurchases and capital expenditures. The Credit Agreement requires us to maintain a consolidated interest coverage ratio of at least 3.0 to 1.0, and a consolidated leverage ratio of 2.5 to 1.0 or less. At March 31, 2008, we were in compliance with all covenants under the Credit Agreement.

     We may freely transfer assets and incur obligations among our domestic subsidiaries that are guarantors of our obligations related to the Credit Facilities, and our first tier foreign subsidiaries with respect to which we have delivered pledges of 66% of the outstanding stock and membership interests, as applicable, in favor of the Lenders. Our domestic subsidiaries, Louis Harris & Associates, Inc., Wirthlin Worldwide, LLC, Harris Interactive International Inc., Harris International Asia, LLC, and The Wirthlin Group International, L.L.C., have guaranteed our obligations under the Credit Facilities.

Off-Balance Sheet Arrangements and Contractual Obligations

     At March 31, 2008, we did not have any transactions, agreements or other contractual arrangements constituting an “off-balance sheet arrangement” as defined in Item 303(a)(4) of Regulation S-K.

     On July 1, 2007, we adopted FIN No. 48. It is reasonably possible that the liability associated with our unrecognized tax benefits will increase or decrease within the next twelve months. These changes may be the result of ongoing audits or the expiration of statutes of limitations. At this time, an estimate of the range of the reasonably possible outcomes cannot be made. Further financial information regarding our unrecognized tax benefits is included in Note 13, “Income Taxes,” to our unaudited consolidated financial statements contained in this Form 10-Q.

     There have been no material changes outside the ordinary course of business during the three months ended March 31, 2008 to our contractual obligations as disclosed in our Annual Report on Form 10-K for the fiscal year ended June 30, 2007, filed by us with the SEC on September 12, 2007, other than those described in “Credit Facilities” above.

Recently Adopted Accounting Pronouncements and Accounting Pronouncements Not Yet Adopted

     See Note 4, “Recently Adopted Accounting Pronouncements and Accounting Pronouncements Not Yet Adopted”, to our unaudited consolidated financial statements contained in this Form 10-Q for a discussion of the impact of recently adopted and recently issued but not yet adopted accounting pronouncements on our unaudited consolidated financial statements at March 31, 2008, and for the nine months then ended, as well as the expected impact on our consolidated financial statements for future periods.

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Item 3 — Quantitative and Qualitative Disclosures about Market Risk

     We have two kinds of market risk exposures, interest rate exposure and foreign currency exposure. We have no market risk sensitive instruments entered into for trading purposes.

     As we continue to increase our debt and expand globally, the risk of interest rate and foreign currency exchange rate fluctuation may increase. We will continue to assess the need to, and will as appropriate, utilize interest rate swaps and financial instruments to hedge interest rate and foreign currency exposures on an ongoing basis to mitigate such risks.

Interest Rate Exposure

     At March 31, 2008, we had outstanding debt under our Credit Facilities of $31.2 million. The debt matures September 21, 2012 and bears interest at the floating adjusted LIBOR plus an applicable margin. On September 21, 2007, we entered into an interest rate swap agreement, which fixed the floating adjusted LIBOR portion of the interest rate at 5.08% through September 21, 2012. The additional applicable margin is adjusted quarterly based upon our leverage ratio.

     Using a sensitivity analysis based on a hypothetical 1% increase in prevailing interest rates over a 12-month period, each 1% increase from prevailing interest rates at March 31, 2008 would have increased the fair value of the interest rate swap by $0.7 million and each 1% decrease from prevailing interest rates at March 31, 2008 would have decreased the fair value of the interest rate swap by $0.7 million.

Foreign Currency Exposure

     As a result of operating in foreign markets, our financial results could be affected by factors such as changes in foreign currency exchange rates. We have international sales and operations in Europe, North America, and Asia. Therefore, we are subject to foreign currency rate exposure. Non-U.S. transactions are denominated in the functional currencies of the respective countries in which our foreign subsidiaries reside. Our consolidated assets and liabilities are translated into U.S. Dollars at the exchange rates in effect as of the balance sheet date. Consolidated income and expense items are translated into U.S. Dollars at the average exchange rates for each period presented. Accumulated net translation adjustments are recorded in the accumulated other comprehensive income component of stockholders’ equity. We measure our risk related to foreign currency rate exposure on two levels, the first being the impact of operating results on the consolidation of foreign subsidiaries that are denominated in the functional currency of their home country, and the second being the extent to which we have instruments denominated in a foreign currency.

     Foreign exchange transaction gains and losses are included in our results of operations as a result of consolidating the results of our international operations, which are denominated in each country’s functional currency, with our U.S. results. The impact of transaction gains or losses on net income from consolidating foreign subsidiaries was not material for the periods presented. We have historically had low exposure to changes in foreign currency exchange rates upon consolidating the results of our foreign subsidiaries with our U.S. results, due to the size and profitability of our foreign operations in comparison to our consolidated operations. However, if the size and operating profits of our international operations increase and we continue to expand globally, our exposure to the appreciation or depreciation in the U.S. Dollar could have a more significant impact on our net income and cash flows. Thus, we evaluate our exposure to foreign currency fluctuation risk on an ongoing basis.

     Since our foreign operations are conducted using a foreign currency, we bear additional risk of fluctuations in exchange rates because of instruments denominated in a foreign currency. We have historically had low exposure to changes in foreign currency exchange rates with regard to instruments denominated in a foreign currency, given the amount and short-term nature of the maturity of these instruments. The carrying values of financial instruments denominated in a foreign currency, including cash, cash equivalents, accounts receivable and accounts payable, approximate fair value because of the short-term nature of the maturity of these instruments.

     We performed a sensitivity analysis at March 31, 2008. Holding all other variables constant, we have determined that the impact of a near-term 10% appreciation or depreciation of the U.S. Dollar would have an insignificant effect on our financial condition, results of operations and cash flows.

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Item 4 — Controls and Procedures

     Our management, with the participation of our Principal Executive Officer and Principal Financial Officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)). Based on that evaluation, our Principal Executive Officer and Principal Financial Officer concluded that our disclosure controls and procedures as of March 31, 2008 (the end of the period covered by this Quarterly Report on Form 10-Q) have been designed and are functioning effectively. Further, there have been no changes in our internal control over financial reporting identified in connection with management’s evaluation thereof during the quarter ended March 31, 2008 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II: Other Information

Item 1 — Legal Proceedings

     In the normal course of business, we are at times subject to pending and threatened legal actions and proceedings. After reviewing pending and threatened actions and proceedings with counsel, management does not expect the outcome of such actions or proceedings will have a material adverse effect on our business, financial condition or results of operations.

Item 1A — Risk Factors

     There have been no material changes to the risk factors that we disclosed in our Annual Report on Form 10-K for the fiscal year ended June 30, 2007, filed by us with the SEC on September 12, 2007.

Item 2 — Unregistered Sales of Equity Securities and Use of Proceeds

     None

Item 3 — Defaults Upon Senior Securities

     None.

Item 4 — Submission of Matters to a Vote of Security Holders

     None.

Item 5 — Other Information

     Restructuring

     During the third quarter of fiscal 2008, we recorded $1.1 million in restructuring charges directly related to our decisions made at various times during the quarter to close our telephone center in Orem, Utah by March 2008, strategically reduce headcount, and reduce leased space at our Grandville, Michigan and Norwalk, Connecticut offices. Each decision was designed to better align our cost structure with the evolving operational needs of the business.

     In connection with the decisions discussed above, which are more fully described in Note 4, “Restructuring” to our unaudited consolidated financial statements in this Form 10-Q, we concluded that each of the individual actions resulting in the cumulative charge were not material at the time the individual decisions were made and as such, did not report these decisions on Form 8-K under Item 2.05 at the time they were made.

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Item 6 — Exhibits

10.1*	Form of Non-Qualified Stock Option Agreement.
10.2*	Form of Restricted Stock Agreement for Employees.
10.3*	Form of Restricted Stock Agreement for Non-Employee Directors.
10.4*	Employment Agreement Amendment 1 between the Company and Leonard R. Bayer, dated February 26, 2008 (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 27, 2008 and incorporated herein by reference).
10.5*	Change in Control Agreement between the Company and Dr. David G. Bakken.
10.6*	Salary Arrangements for Executive Officers between the Company and each of Dr. David G. Bakken and Stephan B. Sigaud.
10.7*	Employment Agreement Amendment 1 between the Company and David B. Vaden effective April 30, 2008.
10.8*	Employment Agreement Amendment 1 between the Company and Dr. George H. Terhanian effective April 30, 2008.
31.1	Certificate of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certificate of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certificate of the Chief Executive Officer pursuant to 18 U.S.C. §1350 (Section 906 of the Sarbanes-Oxley Act of 2002).
32.2	Certificate of the Chief Financial Officer pursuant to 18 U.S.C. §1350 (Section 906 of the Sarbanes-Oxley Act of 2002).

* Denotes management contract or arrangement

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SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

May 9, 2008	Harris Interactive Inc.
	By:	/s/ RONALD E. SALLUZZO
		Ronald E. Salluzzo
		Executive Vice President, Chief Financial Officer, Treasurer and Secretary (On Behalf of the Registrant and as Principal Financial Officer)

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Exhibit Index

10.1*	Form of Non-Qualified Stock Option Agreement.
10.2*	Form of Restricted Stock Agreement for Employees.
10.3*	Form of Restricted Stock Agreement for Non-Employee Directors.
10.4*	Employment Agreement Amendment 1 between the Company and Leonard R. Bayer, dated February 26, 2008 (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 27, 2008 and incorporated herein by reference).
10.5*	Change in Control Agreement between the Company and Dr. David G. Bakken.
10.6*	Salary Arrangements for Executive Officers between the Company and each of Dr. David G. Bakken and Stephan B. Sigaud.
10.7*	Employment Agreement Amendment 1 between the Company and David B. Vaden effective April 30, 2008.
10.8*	Employment Agreement Amendment 1 between the Company and Dr. George H. Terhanian effective April 30, 2008.
31.1	Certificate of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certificate of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certificate of the Chief Executive Officer pursuant to 18 U.S.C. §1350 (Section 906 of the Sarbanes-Oxley Act of 2002).
32.2	Certificate of the Chief Financial Officer pursuant to 18 U.S.C. §1350 (Section 906 of the Sarbanes-Oxley Act of 2002).

* Denotes management contract or arrangement

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EX-10.1

EXHIBIT 10.1

HARRIS INTERACTIVE INC.

NON-QUALIFIED STOCK OPTION AGREEMENT
(Employee Participant — Revised Effective for Grants Made After May 1, 2008)

     THIS AGREEMENT, entered into as of the Grant Date (as defined in Section 1), by and between the Participant and Harris Interactive Inc. (the “Company”);

WITNESSETH THAT:

     WHEREAS, the Company maintains the Harris Interactive Inc. Long-Term Incentive Plan (the “Plan”), which is incorporated into and forms a part of this Agreement, and the Participant has been selected by the committee administering the Plan (the “Committee”) to receive a Non-Qualified Stock Option Award under the Plan;

     NOW, THEREFORE, IT IS AGREED, by and between the Company and the Participant, as follows:

     1. Terms of Award. The following terms used in this Agreement shall have the meanings set forth in this Section 1:

(a)	The “Participant” is                     .
(b)	The “Grant Date” is                    .
(c)	The number of “Covered Shares” shall be                      shares of Stock.
(d)	The “Initial Exercise Date” is the one-year anniversary of the Grant Date.
(e)	The “Exercise Price” is $                     per share.

Other terms used in this Agreement are defined in Section 9 and elsewhere in this Agreement.

     2. Award and Exercise Price. The Participant is hereby granted an option (the "Option”) to purchase the number of Covered Shares of Stock at the Exercise Price per share as set forth in Section 1. The Option is not intended to qualify as an “Incentive Stock Option,” as defined in the Plan and in Section 422(b) of the Code.

     3. Date of Exercise.

     (a) The Option shall become exercisable with respect to:

          (i) 1/4th of the Covered Shares as of the Initial Exercise Date; and

          (ii) 1/48^th of the Covered Shares as of the end of each of the next 36 calendar months thereafter,

provided, however, that to the extent that the Option has not become exercisable on or before the Participant’s Date of Termination, such Option shall no longer become exercisable in accordance with the foregoing schedule as of any date subsequent to the Participant’s Date of Termination except as provided in the immediately following paragraph. Exercisability under this schedule is cumulative, and after the Option becomes exercisable under the schedule with respect to any portion of the Covered Shares, it shall continue to be exercisable with respect to that portion, and only that portion, of the Covered Shares until the Expiration Date (described in Section 4 below).

     (b) Notwithstanding Section 3(a), the Option shall become immediately exercisable with respect to all of the Covered Shares (whether or not previously vested) upon the occurrence of the Participant’s Date of Termination by reason of the Participant’s death or Disability if such Date of Termination is after the Initial Exercise Date.

     (c) Notwithstanding the provisions of this Section 3(a), the Option shall become immediately exercisable with respect to all of the Covered Shares (whether or not previously vested) upon the date of a Change in Control if the Participant’s Date of Termination does not occur before such Change in Control and a Complying Assumption does not occur in connection with the Change in Control. If a Complying Assumption occurs in connection with the Change in Control, then the Option shall become immediately exercisable with respect to all of the Covered Shares (whether or not previously vested) if the Participant’s Date of Termination occurs upon or in the one-year period immediately following a Change in Control (as defined in the Plan) unless such Date of Termination is due to termination of Participant by the Company for Cause or Participant’s voluntary termination of his or her employment without Good Reason.

     4. Expiration. The Option, to the extent not theretofore exercised, shall not be exercisable on or after the Expiration Date. The “Expiration Date” shall be earliest to occur of:

          (a) the ten-year anniversary of the Grant Date;

          (b) if the Participant’s Date of Termination occurs by reason of Disability or death, the one-year anniversary of such Date of Termination;

          (c) if the Participant’s Date of Termination occurs for reasons other than death or Disability, thirty days after the Date of Termination; and

          (d) the date of any breach by Participant of his or her obligations under Section 8 of this Agreement.

In the event of the Participant’s death while in the employ of the Company, the Participant’s executors or administrators (or the person or persons to whom the Participant’s rights under the Option shall have passed by the Participant’s will or by the laws of descent and distribution) may exercise, any unexercised portion of the Option to the extent such exercise is otherwise permitted by this Agreement.

     Any Option exercised subsequent to the Participant’s Date of Termination as permitted hereunder shall be exercisable only to the extent vested at the time of the Participant’s Date of Termination, regardless of the reason for the termination, and no extension of time beyond the Participant’s Date of Termination shall permit exercise beyond the date such Option would otherwise expire if no termination had occurred.

     5. Method of Option Exercise. The Option may be exercised in whole or in part by filing a written notice with, and which must be received by, the Secretary of the Company at its corporate headquarters prior to the Expiration Date. Such notice shall (a) specify the number of shares of Stock which the Participant elects to purchase; provided, however, that not less than one hundred (100) shares of Stock may be purchased at any one time unless the number purchased is the total number of shares available for purchase at that time under the Option, and (b) be accompanied by payment of the Exercise Price for such shares of Stock indicated by the Participant’s election. Payment shall be by cash or by check payable to the Company, or, at the discretion of the Committee at any time: (a) all or a portion of the Exercise Price may be paid by the Participant by delivery of shares of Stock acceptable to the Committee (including, if the Committee so approves, the withholding of shares otherwise issuable upon exercise of the Option) 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 (b) the Participant may pay the Exercise Price by authorizing a third party to sell shares of Stock (or a sufficient portion of the shares) acquired upon exercise of the Option and remit to the Company a sufficient portion of the sale proceeds to pay the entire Exercise Price and any tax withholding resulting from such exercise.

     6. Withholding. All distributions under this Agreement are subject to withholding of all applicable taxes. At the election of the Participant, and subject to such rules as may be established by the Committee, such withholding obligations may be satisfied through the surrender of shares of Stock which the Participant already owns, or to which the Participant is otherwise entitled under the Plan.

     7. Transferability. The Option is not transferable other than as designated by the Participant by will or by the laws of descent and distribution, and during the Participant’s life, may be exercised only by the Participant or the Participant’s legal guardian or legal representative. However, the Participant, with the approval of the Committee, may transfer the Option for no consideration to or for the benefit of the Participant’s Immediate Family (including, without limitation, to a trust for the benefit of the Participant’s Immediate Family or to a partnership or limited liability company for one or more members of the Participant’s Immediate Family), subject to such limits as the Committee may establish, and the transferee shall remain subject to all the terms and conditions applicable to the Option prior to such transfer. The foregoing right to transfer Option shall apply to the right to consent to amendments to this Agreement and, in the discretion of the Committee, shall also apply to the right to transfer ancillary rights associated with the Option. The term “Immediate Family” shall mean the Participant’s spouse, parents, children, stepchildren, adoptive relationships, sisters, brothers and grandchildren (and, for this purpose, shall also include the Participant).

     8. Non-Competition; Non-Solicitation.

          (a) Consideration for this Section. Participant acknowledges and agrees that:

               (i) the benefits afforded by this Agreement are discretionary and over and above the ordinary employment compensation provided by the Company to Participant, and in making its decision to offer Participant the benefits afforded by this Agreement the Company relied upon and was induced by the covenants made by Participant in this section,

               (ii) in accepting the grant evidenced by this Agreement Participant is receiving an asset of significant value, which is adequate consideration for the restrictions imposed by this Agreement,

               (iii) Participant’s position with the Company places Participant in a position of confidence and trust with the clients and employees of the Company,

               (iv) the Company’s business is carried on throughout the world and accordingly, it is reasonable that the restrictive covenants set forth below are not limited by specific geographic area,

               (v) the course of Participant’s employment with the Company necessarily requires the disclosure of confidential information and trade secrets related to the Company’s relationships with clients (such as, without limitation, pricing information, marketing plans, budgets, designs, methodologies, products, client preferences and policies, and identity of appropriate personnel of clients with sufficient authority to influence a shift in suppliers) as well as other confidential and proprietary information, (such as databases, methodologies, and technologies),

               (vi) Participant’s employment affords Participant the opportunity to develop a personal acquaintanceship and relationship with the Company’s employees and clients, which in some cases may constitute the Company’s primary or only contact with such employees and clients, and to develop a knowledge of those client’s and employee’s affairs and requirements,

               (vii) the Company’s relationships with its established clientele and employees are placed in Participant’s hands in confidence and trust, and

               (viii) it is reasonable and necessary for the protection of the goodwill

and business of the Company that Participant make the covenants contained in this Agreement.

          (b) Restricted Activity.

               (i) Participant agrees that during the term of Participant’s employment, Participant shall not, directly or indirectly, as a director, officer, employee, agent, partner or equity owner of any entity (except as owner of less than 4.9% of the shares of the publicly traded stock of a corporation which Participant does not have in fact the power to control or direct), or in any other manner directly or indirectly engage in any activity or business competitive in any manner with the activities or business of the Company.

               (ii) For a period of one year after Participant’s Date of Termination, with respect to any services, products, or business pursuits competitive with those of the Company, Participant shall not, directly or indirectly, whether as a director, officer, employee, consultant, agent, partner, equity owner of any entity (except as owner of less than 4.9% of the shares of the publicly traded stock of a corporation which Participant does not have in fact the power to control or direct), participant, proprietor, manager, operator, independent contractor, representative, advisor, trustee, or otherwise, solicit or otherwise deal in any way with any of the clients or customers of the Company:

          (A) with whom Participant in the course of employment by the Company acquired a relationship or had dealings,

          (B) with respect to whom Participant in the course of employment by the Company was privy to material or proprietary information, or

          (C) with respect to whom Participant was otherwise involved in the course of employment by the Company, whether in a supervisory, managerial, consultative, policy-making, or other capacity involving other Company employees who had direct dealings with such clients and customers.

Such clients and customers include any client or customer to whom the Company sold services or products in the two years prior to the Date of Termination, any prospective client or customer of the Company for whom a proposal was prepared or to whom any other marketing presentation was made within the year prior to the Date of Termination, or any prospective client or customer for whom pursuit was actively planned by the Company within the year prior to the Date of Termination and in respect of whom the Company has not determined to cease such pursuit.

               (iii) For a period of one year after the Date of Termination, Participant shall not (including without limitation on behalf of, for the benefit of, or in conjunction with or as part of, any other person or entity) directly or indirectly:

          (A) solicit, assist, discuss with or advise, influence, induce or otherwise encourage in any way, any employee of Company to terminate such employee’s relationship with Company for any reason, or assist any person or entity in doing so,

          (B) employ, assist, engage, or otherwise contract or create any relationship with, any employee or former employee of Company in any business or venture of any kind or nature, in the case of a former employee unless such person shall not have been employed by Company for a period of at least one year and no solicitation prohibited hereby shall have occurred prior to the end of such one year period, or

          (C) interfere in any manner with the relationship between any employee and Company.

          (c) Remedies. Participant acknowledges that the Company’s legal remedies for a breach of this Section 8 shall be inadequate, and that without limitation of Company’s rights to any other

remedy at law or equity available to it, the Company (i) shall be entitled to obtain injunctive relief to enforce this provision, and (ii) shall be entitled to cancel any rights under this Agreement, and (iii) shall be entitled to recover from the Participant any Stock for which this option has been exercised, or if such Stock has been transferred or sold, an amount equal to the value thereof, and such Stock and the proceeds thereof shall be held in a constructive trust for the purposes of enforcement hereof. The Company’s rights to enforce this Agreement shall survive any vesting and/or forfeiture of rights hereunder. If any part of this Section 8 shall be deemed illegal or unenforceable, this section shall be deemed modified and then enforced to the greatest extent legally enforceable.

     9. Definitions. For purposes of this Agreement, the terms listed below shall be defined as follows:

          (a) “Cause” means (A) refusal or substantial failure to perform (other than due to physical or mental disability), or misconduct in the performance of, the ordinary and customary duties of Participant as reasonably required by the Company or the successor company, provided that such refusal, failure, or misconduct has continued after the Company or the surviving or acquiring entity or successor company (“successor company”) has given Participant five business days written notice of same, (B) overt and willful disobedience of orders or directives issued by the Company or successor company that are within the reasonable scope of Participant’s duties to the Company or successor company, (C) conviction of or commission of any felony by Participant, 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 the Company or successor company if such act could reasonably tend to bring the Company or successor company into disrepute, or (E) material violation of the Company’s or successor company’s written rules, regulations or policies of general application provided that such violation has continued after the Company or successor company has given Participant five business days written notice of same.

          (b) Complying Assumption. A Complying Assumption pursuant to Section 3(c) shall occur if in connection with a Change in Control the surviving or acquiring entity or successor company , or its respective parent company, assumes, continues, or substitutes for the Option as provided in Section 4.15 of the Plan.

          (c) Date of Termination. The Participant’s “Date of Termination” shall be the first day occurring on or after the Grant Date on which the Participant’s employment with the Company and all Related Companies terminates (irrespective of the reason for termination and whether such termination is voluntary or involuntary); provided that a termination of employment shall not be deemed to occur by reason of a transfer of the Participant between the Company and a Related Company or between two Related Companies; and further provided that the Participant’s employment shall not be considered terminated while the Participant is on a leave of absence from the Company or a Related Company approved by the Participant’s employer. If, as a result of a sale or other transaction, the Participant’s employer ceases to be a Related Company (and the Participant’s employer is or becomes an entity that is separate from the Company), the occurrence of such transaction shall be treated as the Participant’s Date of Termination caused by the Participant being discharged by the employer.

          (d) Disability. Except as otherwise provided by the Committee, the Participant shall be considered to have a “Disability” during the period in which the Participant is unable, by reason of a medically determinable physical or mental impairment, to engage in any substantial gainful activity, which condition, in the opinion of a physician selected by the Committee, is expected to have a duration of not less than 120 days.

          (e) “Good Reason” means (i) material breach of the Company’s or successor company’s obligations to Participant, provided that Participant shall have given reasonably specific written notice thereof to the Company and/or successor company, and the Company and/or successor company shall have failed to remedy the circumstances within ten business days thereafter, (ii) any decrease in Participant’s base salary as in effect immediately prior to any Change of Control, or any material decrease in Participant’s benefits if such modification is not of general applicability to other similarly situated employees, or (iii) the relocation of Participant’s principal office to a location more than thirty (30) miles

from the location of his/her office immediately prior to the Change in Control; provided, however, that Participant’s principal office shall not be deemed to be relocated by virtue of Participant being required to spend up to ten working days per month on average in the Company’s or successor company’s, and their respective affiliate’s, other offices.

          (f) Retirement. “Retirement,” as defined by the Company’s applicable retirement plan, or if not formalized under a plan, by the Company’s policies and procedures.

          (g) Plan Definitions. Except where the context clearly implies or indicates the contrary, a word, term, or phrase used in the Plan is similarly used in this Agreement.

     10. Heirs and Successors. This Agreement shall be binding upon, and inure to the benefit of, the Company and its successors and assigns, and upon any person or entity acquiring, whether by merger, consolidation, purchase of assets or otherwise, all or substantially all of the Company’s assets and business. In the event of the Participant’s death prior to exercise of this Award, the Award may be exercised by the estate of the Participant to the extent such exercise is otherwise permitted by this Agreement. Subject to the terms of the Plan, any benefits distributable to the Participant under this Agreement that are not paid at the time of the Participant’s death shall be paid at the time and in the form determined in accordance with the provisions of this Agreement and the Plan, to the beneficiary designated by the Participant in writing filed with the Committee in such form and at such time as the Committee shall require. If a deceased Participant fails to designate a beneficiary, or if the designated beneficiary of the deceased Participant dies before the Participant or before complete payment of the amounts distributable under this Agreement, the amounts to be paid under this Agreement shall be paid to the legal representative or representatives of the estate of the last to die of the Participant and the beneficiary. Neither the benefits or obligations under this Agreement may be transferred or assigned by Participant except as otherwise expressly provided herein or in the Plan.

     11. Administration. The authority to manage and control the operation and administration of this Agreement shall be vested in the Committee, and the Committee shall have all powers with respect to this Agreement as it has with respect to the Plan. Any interpretation of the Agreement by the Committee and any decision made by it with respect to the Agreement is final and binding.

     12. Plan Definitions. Notwithstanding anything in this Agreement to the contrary, the terms of this Agreement shall be subject to the terms of the Plan, a copy of which may be obtained by the Participant from the office of the Secretary of the Company.

     13. Amendment. This Agreement may be amended by written Agreement of the Participant and the Company, without the consent of any other person.

     THIS AGREEMENT SHALL NOT BE EFFECTIVE UNLESS A COPY SIGNED BY THE PARTICIPANT IS DELIVERED TO THE COMPANY WITHIN FORTY-FIVE (45) DAYS AFTER THE GRANT DATE.

     IN WITNESS WHEREOF, the Participant has executed this Agreement, and the Company has caused these presents to be executed in its name and on its behalf, all as of the Grant Date.

Participant

Name:

Dated:

Harris Interactive Inc.

By:

Its:

EX-10.2

EXHIBIT 10.2

HARRIS INTERACTIVE INC.

RESTRICTED STOCK AGREEMENT
(Employee Participant — Revised Effective for Grants Made After May 1, 2008)

     This Agreement is made effective on                     , between HARRIS INTERACTIVE INC., a Delaware Corporation (the “Company”), and                      (“Participant”).

     WHEREAS, the Company maintains the 2007 Long-Term Incentive Plan (the “Plan”), which is incorporated into and forms a part of this Agreement, and

     WHEREAS, the Participant has been selected by the committee administering the Plan (the “Committee”) to receive a Restricted Stock Award under the Plan;

     NOW, THEREFORE, IT IS AGREED, by and between the Company and the Participant, as follows:

     1. Award.

          (a) Grant. The Participant is hereby granted ___shares (the “Restricted Stock”) of the Company’s common stock, par value $.001 per share (“Stock”), which shall be issued as hereinafter provided in Participant’s name subject to certain restrictions thereon. Participant hereby accepts the Restricted Stock subject to the terms and conditions of this Agreement.

          (b) Plan Incorporated. Participant acknowledges receipt of a copy of the Plan and agrees that this award of Restricted Stock shall be subject to all of the terms and conditions set forth in the Plan, including future amendments thereto, if any, pursuant to the terms thereof, which Plan is incorporated herein by reference as a part of this Agreement.

          (c) Statement of Election. In connection with this Agreement, the Participant will deliver to the Company an executed and completed Statement of Decision Regarding Section 83(b) Election in the form provided by the Company.

     2. Risk of Forfeiture (“Forfeiture Restrictions”).

          (a) Forfeiture Due to Termination of Employment. Subject to Section 3(b), should either a Date of Termination or a violation of Section 7 occur prior to any of the vesting dates provided in Section 3, Participant shall forfeit the right to receive the Restricted Stock that would otherwise have vested on such respective dates.

          (b) Date of Termination. For purposes of this Section 2, the Participant’s “Date of Termination” shall be the first day occurring on or after the date of this Agreement on which the Participant’s employment with the Company and all Related Companies (as defined in the Plan) terminates (irrespective of the reason for termination and whether such termination is voluntary or involuntary); provided that a termination of employment shall not be deemed to occur by reason of a transfer of the Participant between the Company and a Related Company or between two Related Companies; and further provided that the Participant’s employment shall not be considered terminated while the Participant is on a leave of absence from the Company or a Related Company approved by the Participant’s employer. If, as a result of a sale or other transaction, the Participant’s employer ceases to be a Related Company (and the Participant’s employer is or becomes an entity that is separate from the Company), the occurrence of such transaction shall be treated as the Participant’s Date of Termination caused by the Participant being discharged by the employer.

          (c) Restrictions on Transfer. Neither the Restricted Stock nor any of it may be voluntarily or involuntarily sold, assigned, pledged, exchanged, hypothecated or otherwise transferred, encumbered or disposed of until such time as the restrictions contained in Section 2 lapse as to the applicable Restricted Stock and it is fully vested. Upon any violation of this restriction, the Restricted Stock not theretofore vested shall be forfeited.

     3. Lapse of Forfeiture Restrictions.

          (a) Vesting. Subject to Section 2, ___of the Restricted Stock shall vest on each of                     .

          (b) Change in Control.

               (i) Section 4.14(c) of the Plan shall be superseded by Section 3(b)(ii) hereof if an assumption or substitution for the Restricted Stock, in compliance with Section 3(b)(iii) hereof, occurs at such time as a Change in Control (as defined in the Plan) occurs. If such a complying assumption or substitution does not so occur, upon the occurrence of a Change in Control all non-vested Restricted Stock, not previously forfeited, shall fully vest and all Forfeiture Restrictions with respect to such shares shall lapse.

               (ii) All non-vested Restricted Stock, not previously forfeited, shall fully vest and all Forfeiture Restrictions with respect to such shares shall lapse if the Participant’s Date of Termination occurs upon or in the one-year period immediately following a Change in Control (as defined in the Plan) unless such Date of Termination is due to termination of Participant by the Company for Cause or Participant’s voluntary termination of his or her employment without Good Reason. For purposes of this subsection:

                    (A) “Cause” means (1) refusal or substantial failure to perform (other than due to physical or mental disability), or misconduct in the performance of, the ordinary and customary duties of Participant as reasonably required by the Company or the successor company, provided that such refusal, failure, or misconduct has continued after the Company or the surviving or acquiring entity or successor company (“successor company”) has given Participant five business days written notice of same, (2) overt and willful disobedience of orders or directives issued by the Company or successor company that are within the reasonable scope of Participant’s duties to the Company or successor company, (3) conviction of or commission of any felony by Participant, whether or not related to performance of duties under this Agreement, (4) commission of any other illegal act if committed in connection with the performance of duties for the Company or successor company if such act could reasonably tend to bring the Company or successor company into disrepute, or (5) material violation of the Company’s or successor company’s written rules, regulations or policies of general application provided that such violation has continued after the Company or successor company has given Participant five business days written notice of same.

                    (B) “Good Reason” means (1) material breach of the Company’s or successor company’s obligations to Participant, provided that Participant shall have given reasonably specific written notice thereof to the Company and/or successor company, and the Company and/or successor company shall have failed to remedy the circumstances within ten business days thereafter, (2) any decrease in Participant’s base salary as in effect immediately prior to any Change of Control, or any material decrease in Participant’s benefits if such modification is not of general applicability to other similarly situated employees, or (4) the relocation of Participant’s principal office to a location more than thirty (30) miles from the location of his/her office immediately prior to the Change in Control; provided, however, that Participant’s principal office shall not be deemed to be relocated by virtue of Participant being required to spend up to ten working days per month on average in the Company’s or successor company’s, and their respective affiliate’s, other offices.

               (iii) A complying assumption or substitution shall occur if in connection with a Change in Control the successor company, or its respective parent company, assumes or substitutes for

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the Restricted Stock an award that confers the right to receive, for each share of Restricted Stock immediately prior to the Change in Control, the consideration (whether in stock, cash or other securities or property) received in the transaction constituting the Change in Control by holders of shares for each share held on the effective date of the transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding shares); provided however, that if such consideration received in the transaction constituting a Change in Control is not solely common stock of the successor company or its parent or subsidiary, the Committee, may, with the consent of the successor company, or its parent or subsidiary, provide that the consideration to be received upon the vesting of the Restricted Stock, for each share thereof, will be solely common stock of the successor company or its parent or subsidiary substantially equal in fair market value to the per share consideration received by holders of shares in the transaction constituting a Change in Control. The determination of such substantial equality of value of consideration shall be made by the Committee in its sole discretion and its determination shall be conclusive and binding.

          (c) Delivery of Certificates. Restricted Stock with respect to which the forfeiture restrictions have lapsed shall cease to be subject to any restrictions except as provided in Section 4(c), and the Company shall promptly deliver to Participant a certificate representing the shares as to which the Forfeiture Restrictions have lapsed.

     4. Custody of Restricted Stock.

          (a) Custody. One or more certificates evidencing the Restricted Stock shall be issued by the Company in Participant’s name, or at the option of the Company, in the name of a nominee of the Company. The Company may cause the certificate or certificates to be delivered upon issuance to the Secretary of the Company or to such other depository as may be designated by the Committee as a depository for safekeeping until forfeiture occurs or the Forfeiture Restrictions lapse pursuant to the terms of the Plan and this Agreement. Upon request of the Committee, Participant shall deliver to the Company a stock power, endorsed in blank, relating to the Restricted Stock then subject to the Forfeiture Restrictions.

          (b) Additional Securities as Restricted Stock. Any securities received as the result of ownership of Restricted Stock, including without limitation, warrants, options, and securities received as a stock dividend or stock split, or as a result of a recapitalization or reorganization (all such securities to be considered “Restricted Stock” for all purposes under this Agreement), shall be held in custody in the same manner and subject to the same conditions as the Restricted Stock with respect to which they were issued. Participant shall be entitled to direct the Company to exercise any warrant or option received and considered Restricted Stock hereunder upon supplying the funds necessary to do so, in which event securities so purchased shall constitute Restricted Stock. In the event any Restricted Stock at any time consists of a security by its terms or otherwise convertible into or exchangeable for another security at the election of the older thereof, Participant may exercise such right of conversion or exchange in the event the failure to exercise or delay in exercising such right would result in its loss or diminution of value, and any securities so acquired shall be deemed Restricted Stock. In the event of any change in certificates evidencing Restricted Stock by reason of any recapitalization, reorganization or other transaction which results in a creation of Restricted Stock the Company is authorized to deliver to the issuer the certificate evidencing the Restricted Stock in exchange for a replacement certificate, which shall be deemed to be Restricted Stock.

          (c) Delivery to Participant. Upon the lapse of the Forfeiture Restrictions without forfeiture, the Company shall cause certificate(s) for the vested Restricted Stock to be issued in the name of Participant in exchange for the certificate evidencing the previously Restricted Stock. Notwithstanding any other provisions of this Agreement, the issuance or delivery of any shares of Stock (whether subject to restrictions or unrestricted) may be postponed for such period as may be required to comply with applicable requirements of any national securities exchange or any requirements of any regulation applicable to the issuance or delivery of such shares. The Company shall not be obligated to issue or deliver any shares of Stock if the issuance or delivery thereof shall constitute a violation of any provision of any law or of any regulation of any governmental authority or any securities exchange.

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     5. Status of Stock.

          (a) Rights as Stockholder. Subject to the restrictions contained herein, the Participant shall have all voting and ownership rights applicable to the Restricted Stock, including the right to receive dividends, whether or not such Restricted Stock is vested and unless and until the Restricted Stock is forfeited pursuant to the provisions of this Agreement.

          (b) Compliance with Securities Laws. Participant agrees that the Restricted Stock will not be sold or otherwise disposed of in any manner which would constitute a violation of any applicable federal or state securities laws. Participant also agrees (i) that the legend or legends as the Committee deems appropriate in order to assure compliance with applicable securities laws may be applicable to the Restricted Stock, (ii) that the Company may refuse to register the transfer of the Restricted Stock on the stock transfer records of the Company if such proposed transfer would in the opinion of counsel satisfactory to the Company constitute a violation of any applicable securities law, and (iii) that the Company may give related instructions to its transfer agent, if any, to stop registration of the transfer of the Restricted Stock.

     6. Relationship to Company.

          (a) No Effect on Rights of Company. The existence of this Restricted Stock Agreement shall not affect in any way the right or power of the Company or its stockholders to make or authorize any or all adjustments, recapitalizations, reorganization or other changes in the Company’s capital structure or its business, or any merger or consolidation of Company or any issue of bonds, debentures, preferred or prior preference stock ahead of or affecting the Restricted Stock or the rights thereof, or the dissolution or liquidation of the Company, or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding , whether of a similar character or otherwise.

          (b) No Guarantee of Service. This Restricted Stock Agreement shall not confer upon Participant any right with respect to continuance of employment by the Company or any of its affiliates, nor shall it interfere in any way with any right the Company, or its directors or stockholders, would otherwise have to terminate such Participant’s employment at any time.

     7. Non—Competition; Non-Solicitation.

          (a) Consideration for this Section. Participant acknowledges and agrees that:

               (i) the benefits afforded by this Agreement are discretionary and over and above the ordinary employment compensation provided by the Company to Participant, and in making its decision to offer Participant the benefits afforded by this Agreement the Company relied upon and was induced by the covenants made by Participant in this section,

               (ii) in accepting the grant evidenced by this Agreement Participant is receiving an asset of significant value, which is adequate consideration for the restrictions imposed by this Agreement,

               (iii) Participant’s position with the Company places Participant in a position of confidence and trust with the clients and employees of the Company,

               (iv) the Company’s business is carried on throughout the world and accordingly, it is reasonable that the restrictive covenants set forth below are not limited by specific geographic area,

               (v) the course of Participant’s employment with the Company necessarily requires the disclosure of confidential information and trade secrets related to the Company’s relationships with clients (such as, without limitation, pricing information, marketing plans, budgets,

4

designs, methodologies, products, client preferences and policies, and identity of appropriate personnel of clients with sufficient authority to influence a shift in suppliers) as well as other confidential and proprietary information, (such as databases, methodologies, and technologies),

               (vi) Participant’s employment affords Participant the opportunity to develop a personal acquaintanceship and relationship with the Company’s employees and clients, which in some cases may constitute the Company’s primary or only contact with such employees and clients, and to develop a knowledge of those client’s and employee’s affairs and requirements,

               (vii) the Company’s relationships with its established clientele and employees are placed in Participant’s hands in confidence and trust, and

               (viii) it is reasonable and necessary for the protection of the goodwill and business of the Company that Participant make the covenants contained in this Agreement.

          (b) Restricted Activity.

               (i) Participant agrees that during the term of Participant’s employment, Participant shall not, directly or indirectly, as a director, officer, employee, agent, partner or equity owner of any entity (except as owner of less than 4.9% of the shares of the publicly traded stock of a corporation which Participant does not have in fact the power to control or direct), or in any other manner directly or indirectly engage in any activity or business competitive in any manner with the activities or business of the Company.

               (ii) For a period of one year after Participant’s Date of Termination, with respect to any services, products, or business pursuits competitive with those of the Company, Participant shall not, directly or indirectly, whether as a director, officer, employee, consultant, agent, partner, equity owner of any entity (except as owner of less than 4.9% of the shares of the publicly traded stock of a corporation which Participant does not have in fact the power to control or direct), participant, proprietor, manager, operator, independent contractor, representative, advisor, trustee, or otherwise, solicit or otherwise deal in any way with any of the clients or customers of the Company:

          (A) with whom Participant in the course of employment by the Company acquired a relationship or had dealings,

          (B) with respect to whom Participant in the course of employment by the Company was privy to material or proprietary information, or

          (C) with respect to whom Participant was otherwise involved in the course of employment by the Company, whether in a supervisory, managerial, consultative, policy-making, or other capacity involving other Company employees who had direct dealings with such clients and customers.

Such clients and customers include any client or customer to whom the Company sold services or products in the two years prior to the Date of Termination, any prospective client or customer of the Company for whom a proposal was prepared or to whom any other marketing presentation was made within the year prior to the Date of Termination, or any prospective client or customer for whom pursuit was actively planned by the Company within the year prior to the Date of Termination and in respect of whom the Company has not determined to cease such pursuit.

               (iii) For a period of one year after the Date of Termination, Participant shall not (including without limitation on behalf of, for the benefit of, or in conjunction with or as part of, any other person or entity) directly or indirectly:

5

               (A) solicit, assist, discuss with or advise, influence, induce or otherwise encourage in any way, any employee of Company to terminate such employee’s relationship with Company for any reason, or assist any person or entity in doing so,

               (B) employ, assist, engage, or otherwise contract or create any relationship with, any employee or former employee of Company in any business or venture of any kind or nature, in the case of a former employee unless such person shall not have been employed by Company for a period of at least one year and no solicitation prohibited hereby shall have occurred prior to the end of such one year period, or

               (C) interfere in any manner with the relationship between any employee and Company.

          (c) Remedies. Participant acknowledges that the Company’s legal remedies for a breach of this Section 7 shall be inadequate, and that without limitation of Company’s rights to any other remedy at law or equity available to it, the Company (i) shall be entitled to obtain injunctive relief to enforce this provision, and (ii) shall be entitled to cancel any rights under this Agreement, and (iii) shall be entitled to recover from the Participant any Stock granted hereunder, whether or not vested, or if such Stock has been transferred or sold, an amount equal to the value thereof, and such Stock and the proceeds thereof shall be held in a constructive trust for the purposes of enforcement hereof. The Company’s rights to enforce this Agreement shall survive any vesting and/or forfeiture of rights hereunder. If any part of this Section 7 shall be deemed illegal or unenforceable, this section shall be deemed modified and then enforced to the greatest extent legally enforceable.

     8. Committee’s Powers. No provision contained in this Agreement shall in any way terminate, modify or alter, or be construed or interpreted as terminating, modifying or altering any of the powers, rights or authority vested in the Committee pursuant to the terms of the Plan, including, without limitation, the Committee’s rights to make certain determinations and elections with respect to the Restricted Stock.

     9. Binding Effect. This Agreement shall be binding upon and inure to the benefit of any successors and assigns of the Company and all persons lawfully claiming under Participant.

     10. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

     11. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware.

     THIS AGREEMENT SHALL NOT BE EFFECTIVE UNLESS A COPY SIGNED BY THE PARTICIPANT IS DELIVERED TO THE COMPANY WITHIN FORTY-FIVE (45) DAYS AFTER THE GRANT DATE.

     IN WITNESS WHEREOF , the Company has caused this Agreement to be duly executed by an officer thereunto duly authorized, and Participant has executed this Agreement, all effective as of the date of first above written.

HARRIS INTERACTIVE INC.
By:		(Participant)
Title:	Dated:

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EX-10.3

EXHIBIT 10.3

HARRIS INTERACTIVE INC.
RESTRICTED STOCK AGREEMENT
(Directors — Revised for Grants Made After May 1, 2008)

     This Agreement is made effective on                     , between HARRIS INTERACTIVE INC., a Delaware Corporation (the “Company”), and                      (“Participant”).

     WHEREAS, the Company maintains the 2007 Long-Term Incentive Plan (the “Plan”), which is incorporated into and forms a part of this Agreement, and

     WHEREAS, the Participant has been selected by the committee administering the Plan (the “Committee”) to receive a Restricted Stock Award under the Plan;

     NOW, THEREFORE, IT IS AGREED, by and between the Company and the Participant, as follows:

     1. Award.

          (a) Grant. The Participant is hereby granted ___shares (the “Restricted Stock”) of the Company’s common stock, par value $.001 per share (“Stock”), which shall be issued as hereinafter provided in Participant’s name subject to certain restrictions thereon. Participant hereby accepts the Restricted Stock subject to the terms and conditions of this Agreement.

          (b) Plan Incorporated. Participant acknowledges receipt of a copy of the Plan and agrees that this award of Restricted Stock shall be subject to all of the terms and conditions set forth in the Plan, including future amendments thereto, if any, pursuant to the terms thereof, which Plan is incorporated herein by reference as a part of this Agreement.

          (c) Statement of Election. In connection with this Agreement, the Participant will deliver to the Company an executed and completed Statement of Decision Regarding Section 83(b) Election in the form provided by the Company.

     2. Risk of Forfeiture (“Forfeiture Restrictions”).

          (a) Forfeiture Due to Termination of Service. Subject to Section 3(b), should either the last day of Participant’s service as a director or a violation of Section 7 occur prior to any of the vesting dates provided in Section 3, Participant shall forfeit the right to receive the Restricted Stock that would otherwise have vested on such respective dates.

          (b) Restrictions on Transfer. Neither the Restricted Stock nor any of it may be voluntarily or involuntarily sold, assigned, pledged, exchanged, hypothecated or otherwise transferred, encumbered or disposed of until such time as the restrictions contained in Section 2 lapse as to the applicable Restricted Stock and it is fully vested. Upon any violation of this restriction, the Restricted Stock not theretofore vested shall be forfeited.

     3. Lapse of Forfeiture Restrictions.

          (a) Vesting. Subject to Section 2, [one-twelfth___] of the Restricted Stock shall vest on the 15th day of each month commencing on [December 15, 20___                     ].

          (b) Change in Control.

               (i) Section 4.14(c) of the Plan shall be superseded by Section 3(b)(ii) hereof

if an assumption or substitution for the Restricted Stock, in compliance with Section 3(b)(iii) hereof, occurs at such time as a Change in Control (as defined in the Plan) occurs. If such a complying assumption or substitution does not so occur, then immediately all non-vested Restricted Stock, not previously forfeited, shall fully vest and all Forfeiture Restrictions with respect to such shares shall lapse upon a Change in Control.

               (ii) All non-vested Restricted Stock, not previously forfeited, shall fully vest and all Forfeiture Restrictions with respect to such shares shall lapse if the Participant’s service as a director occurs upon or in the one-year period immediately following a Change in Control (as defined in the Plan).

               (iii) A complying assumption or substitution shall occur if in connection with a Change in Control the successor company, or its respective parent company, assumes or substitutes for the Restricted Stock an award that confers the right to receive, for each share of Restricted Stock immediately prior to the Change in Control, the consideration (whether in stock, cash or other securities or property) received in the transaction constituting the Change in Control by holders of shares for each share held on the effective date of the transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding shares); provided however, that if such consideration received in the transaction constituting a Change in Control is not solely common stock of the successor company or its parent or subsidiary, the Committee, may, with the consent of the successor company, or its parent or subsidiary, provide that the consideration to be received upon the vesting of the Restricted Stock, for each share thereof, will be solely common stock of the successor company or its parent or subsidiary substantially equal in fair market value to the per share consideration received by holders of shares in the transaction constituting a Change in Control. The determination of such substantial equality of value of consideration shall be made by the Committee in its sole discretion and its determination shall be conclusive and binding.

          (c) Delivery of Certificates. Restricted Stock with respect to which the forfeiture restrictions have lapsed shall cease to be subject to any restrictions except as provided in Section 4(c), and the Company shall promptly deliver to Participant a certificate representing the shares as to which the Forfeiture Restrictions have lapsed.

     4. Custody of Restricted Stock.

          (a) Custody. One or more certificates evidencing the Restricted Stock shall be issued by the Company in Participant’s name, or at the option of the Company, in the name of a nominee of the Company. The Company may cause the certificate or certificates to be delivered upon issuance to the Secretary of the Company or to such other depository as may be designated by the Committee as a depository for safekeeping until forfeiture occurs or the Forfeiture Restrictions lapse pursuant to the terms of the Plan and this Agreement. Upon request of the Committee, Participant shall deliver to the Company a stock power, endorsed in blank, relating to the Restricted Stock then subject to the Forfeiture Restrictions.

          (b) Additional Securities as Restricted Stock. Any securities received as the result of ownership of Restricted Stock, including without limitation, warrants, options, and securities received as a stock dividend or stock split, or as a result of a recapitalization or reorganization (all such securities to be considered “Restricted Stock” for all purposes under this Agreement), shall be held in custody in the same manner and subject to the same conditions as the Restricted Stock with respect to which they were issued. Participant shall be entitled to direct the Company to exercise any warrant or option received and considered Restricted Stock hereunder upon supplying the funds necessary to do so, in which event securities so purchased shall constitute Restricted Stock. In the event any Restricted Stock at any time consists of a security by its terms or otherwise convertible into or exchangeable for another security at the election of the older thereof, Participant may exercise such right of conversion or exchange in the event the failure to exercise or delay in exercising such right would result in its loss or diminution of value, and any securities so acquired shall be deemed Restricted Stock. In the event of any change in certificates evidencing Restricted Stock by reason of any recapitalization, reorganization or other transaction which

results in a creation of Restricted Stock the Company is authorized to deliver to the issuer the certificate evidencing the Restricted Stock in exchange for a replacement certificate, which shall be deemed to be Restricted Stock.

          (c) Delivery to Participant. Upon the lapse of the Forfeiture Restrictions without forfeiture, the Company shall cause certificate(s) for the vested Restricted Stock to be issued in the name of Participant in exchange for the certificate evidencing the previously Restricted Stock. Notwithstanding any other provisions of this Agreement, the issuance or delivery of any shares of Stock (whether subject to restrictions or unrestricted) may be postponed for such period as may be required to comply with applicable requirements of any national securities exchange or any requirements of any regulation applicable to the issuance or delivery of such shares. The Company shall not be obligated to issue or deliver any shares of Stock if the issuance or delivery thereof shall constitute a violation of any provision of any law or of any regulation of any governmental authority or any securities exchange.

     5. Status of Stock.

          (a) Rights as Stockholder. Subject to the restrictions contained herein, the Participant shall have all voting and ownership rights applicable to the Restricted Stock, including the right to receive dividends, whether or not such Restricted Stock is vested and unless and until the Restricted Stock is forfeited pursuant to the provisions of this Agreement.

          (b) Compliance with Securities Laws. Participant agrees that the Restricted Stock will not be sold or otherwise disposed of in any manner which would constitute a violation of any applicable federal or state securities laws. Participant also agrees (i) that the legend or legends as the Committee deems appropriate in order to assure compliance with applicable securities laws may be applicable to the Restricted Stock, (ii) that the Company may refuse to register the transfer of the Restricted Stock on the stock transfer records of the Company if such proposed transfer would in the opinion of counsel satisfactory to the Company constitute a violation of any applicable securities law, and (iii) that the Company may give related instructions to its transfer agent, if any, to stop registration of the transfer of the Restricted Stock.

     6. Relationship to Company.

     (a) The existence of this Restricted Stock Agreement shall not affect in any way the right or power of the Company or its stockholders to make or authorize any or all adjustments, recapitalizations, reorganization or other changes in the Company’s capital structure or its business, or any merger or consolidation of Company or any issue of bonds, debentures, preferred or prior preference stock ahead of or affecting the Restricted Stock or the rights thereof, or the dissolution or liquidation of the Company, or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding , whether of a similar character or otherwise.

     (b) No Guarantee of Service. This Restricted Stock Agreement shall not confer upon Participant any right with respect to continuance of service on the Board of Directors of the Company, nor shall it interfere in any way with any right the Company, or its directors or stockholders, would otherwise have to terminate such Participant’s service at any time.

     7. Non-Competitive Agreement.

     (a) Restricted Activity.

          (i) Participant agrees that during the term of Participant’s service as a director, Participant shall not, directly or indirectly, as a director, officer, employee, agent, partner or equity owner (except as owner of less than 4.9% of the shares of the publicly traded stock of a corporation which Participant does not have in fact the power to control or direct) of any entity, or in any other manner directly or indirectly engage in any activity or business competitive in any manner with the activities or business of the Company.

          (ii) For a period of one year after the date (the “Termination Date”) on which Participant no longer serves as a director of the Company (irrespective of the reason for termination of such service), with respect to any services, products, or business pursuits competitive with those of the Company, Participant shall not, directly or indirectly, whether as a director, officer, employee, consultant, agent, partner, equity owner of any entity (except as owner of less than 4.9% of the shares of the publicly traded stock of a corporation which Participant does not have in fact the power to control or direct), participant, proprietor, manager, operator, independent contractor, representative, advisor, trustee, or otherwise, solicit or otherwise deal in any way with any of the clients or customers of the Company:

               (A) with whom Participant in the course of service as a director of the Company acquired a relationship or had dealings,

               (B) with respect to whom Participant in the course of service as a director of the Company was privy to material or proprietary information, or

               (C) with respect to whom Participant was otherwise directly involved in the course of service as a director of the Company.

Such clients and customers include any client or customer to whom the Company sold services or products in the two years prior to the Termination Date, any prospective client or customer of the Company for whom a proposal was prepared or to whom any other marketing presentation was made within the year prior to the Termination Date, or any prospective client or customer for whom pursuit was actively planned by the Company within the year prior to Termination and in respect of whom the Company has not determined to cease such pursuit.

          (iii) For a period of one year after the Termination Date, Participant shall not (including without limitation on behalf of, for the benefit of, or in conjunction with, any other person or entity) directly or indirectly:

               (A) solicit, assist, discuss with or advise, influence, induce or otherwise encourage in any way, any employee of Company to terminate such employee’s relationship with Company for any reason, or assist any person or entity in doing so,

               (B) employ, assist, engage or otherwise contract or create any relationship with any employee or former employee of Company in any business or venture of any kind or nature, in the case of a former employee unless such person shall not have been employed by Company for a period of at least one year and no solicitation prohibited hereby shall have occurred prior to the end of such one year period, or

               (C) interfere in any manner with the relationship between any employee and Company.

     (b) Remedies. Participant acknowledges that the Company’s legal remedies for a breach of this Section 7 shall be inadequate, and that without limitation of Company’s rights to any other remedy at law or equity available to it, the Company (i) shall be entitled to obtain injunctive relief to enforce this provision, and (ii) shall be entitled to cancel any rights under this Agreement, and (iii) shall be entitled to recover from the Participant any Stock granted hereunder, whether or not vested, or if such Stock has been transferred or sold, an amount equal to the value thereof, and such Stock and the proceeds thereof shall be held in a constructive trust for the purposes of enforcement hereof. The Company’s rights to enforce this Agreement shall survive any vesting and/or forfeiture of rights hereunder. If any part of this Section 7 shall be deemed illegal or unenforceable, this section shall be deemed modified and then enforced to the greatest extent legally enforceable.

     8. Committee’s Powers. No provision contained in this Agreement shall in any way terminate, modify or alter, or be construed or interpreted as terminating, modifying or altering any of the

powers, rights or authority vested in the Committee pursuant to the terms of the Plan, including, without limitation, the Committee’s rights to make certain determinations and elections with respect to the Restricted Stock.

     9. Binding Effect. This Agreement shall be binding upon and inure to the benefit of any successors and assigns of the Company and all persons lawfully claiming under Participant.

     10. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

     11. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware.

     THIS AGREEMENT SHALL NOT BE EFFECTIVE UNLESS A COPY SIGNED BY THE PARTICIPANT IS DELIVERED TO THE COMPANY WITHIN FORTY-FIVE (45) DAYS AFTER THE GRANT DATE.

     IN WITNESS WHEREOF , the Company has caused this Agreement to be duly executed by an officer thereunto duly authorized, and Participant has executed this Agreement, all effective as of the date of first above written.

HARRIS INTERACTIVE INC.

By:	(Participant)
Title:	Dated:

EX-10.5

EXHIBIT 10.5

CHANGE IN CONTROL AGREEMENT

     On April 30, 2008, the Compensation Committee approved the Company’s entry into a Change in Control Agreement with Dr. David G. Bakken who was appointed on April 30, 2008 by the Board of Directors as an executive officer of the Company.

     The form of Change in Control Agreement with Dr. Bakken is the form previously used by the Company in connection with other executive officers, and was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed May 31, 2005 and incorporated herein by reference.

EX-10.6

EXHIBIT 10.6

SALARY ARRANGEMENTS FOR EXECUTIVE OFFICERS

Dr. David G. Bakken and Stephan B. Sigaud were appointed on April 30, 2008 by the Board of Directors to serve as executive officers of the Company. Their respective salaries, shown below, are paid under unwritten arrangements subject to modification from time to time at the sole discretion of the Compensation Committee. Dr. Bakken participates in the Company’s Corporate Bonus Plan while Mr. Sigaud participates in the Company’s Business Unit Bonus Plan. Their respective targets for fiscal 2008 under those plans are shown below.

			Target Bonus
	Salary		FY08
David G. Bakken, PhD	$	210,000	$	50,000
Executive Vice President and Chief Scientist
Stephan B. Sigaud	$	260,000	$	75,000
President, U.S. Solutions Research Groups

EX-10.7

Exhibit 10.7

EMPLOYMENT AGREEMENT AMENDMENT 1

     THIS EMPLOYMENT AGREEMENT AMENDMENT 1 (“Amendment”) is made as of April 30, 2008 between HARRIS INTERACTIVE INC., a Delaware corporation (“Company”), and DAVID B. VADEN (“Executive”).

     This Amendment amends the Employment Agreement (“Employment Agreement”)made between Company and Executive effective as of April 30, 2007. All terms of the Employment Agreement, except as amended hereby, remain in full force and effect. Capitalized terms not otherwise defined herein shall have the meanings given to them in the Agreement.

     1. Section 4.9(a) of the Employment Agreement is hereby amended to read in its entirety as follows:

     (a) If Executive is terminated without Cause, a Termination Date occurs on a June 30 due to non-renewal by the Company of the term of this Agreement under Section 2.1, or Executive terminates his employment for Good Reason, in each such case during the one year period following a Change of Control (as defined below), then:

     (i) in addition to payments and benefits to which Executive is entitled under Section 4.6, Executive also shall receive reimbursement for reasonable (in the discretion of the Company) and actual expenses incurred by Executive for six months of out-placement services, and

     (ii) in lieu of the payments and benefits to which Executive is entitled under Section 4.6(c)(iii), a payment in an amount equal to the average annual value of the Executive’s annual Performance Bonus (with such average based on Performance Bonuses earned during the two full fiscal years most recently ended), payable promptly after the Termination Date,.

     2. Section 4.10 of the Employment Agreement is hereby amended to read in its entirety as follows:

          4.10 Effect of Section 409A.

     (a) Notwithstanding anything to the contrary contained herein, with respect to payments due to Executive pursuant to Section 4.6(c)(iii)-(iv), 4.9(a), and 4.9(d):

     (i) any portion of such payments which is subject to Section 409A of the Code, including by reason of such payments exceeding the maximum in Treasury Regulation 1.409A-1(b)(9)(iii) based upon two times the lesser of Executive’s annualized compensation or the limitation set forth in Section 401(a)(17) of the Code, shall not be made until the date which is the earlier of the date of Executive’s death and the date which is six (6) months after the date of separation from service on the Termination Date, and

     (ii) if the Termination Date occurs in 2008 and if the amount of any payments to be made in 2008 which is subject to Section 409A of the Code exceeds the

amount which is subject to Section 409A of the Code which would have been paid in 2008 had this Agreement not been amended by Amendment Number 1, then the amount of such excess shall not be paid until January 2, 2009, on which date such excess amount shall be paid in a lump sum.

     (b) Notwithstanding anything to the contrary contained herein, in the event that (i) Executive notifies the Company, or the Company notifies Executive, in either case prior to the date on which a payment would otherwise be due under this agreement that Executive (or the Company, as applicable) believe that (x) the operation of this Agreement with respect to any such payment hereunder would fall within the coverage of Section 409A(a)(1) of the IRC and (y) any payment hereunder is to be made on account of IRC Section 409A(a)(2)(A)(i) and Executive is a “specified employee” pursuant to IRC Section 409A(a)(2)(B)(i) then (ii) if Executive’s legal counsel and the Company’s legal counsel, in each case acting reasonably, agree that the foregoing analysis is correct, then such payment shall not be made until the date which is the earlier of the date of Executive’s death and the date which is six (6) months after the date of separation from service (the Termination Date).

IN WITNESS WHEREOF, this Amendment has been executed and delivered as of the date first above written.

[Signature Page Follows]

2

HARRIS INTERACTIVE INC.

By:	/s/ Gregory T. Novak
	Gregory T. Novak
	Chief Executive Officer
	/s/ David B. Vaden
	DAVID B. VADEN

3

EX-10.8

Exhibit 10.8

EMPLOYMENT AGREEMENT AMENDMENT 1

     THIS EMPLOYMENT AGREEMENT AMENDMENT 1 (“Amendment”) is made as of April 30, 2008 between HARRIS INTERACTIVE INC., a Delaware corporation (“Company”), and GEORGE H. TERHANIAN (“Executive”).

     This Amendment amends the Employment Agreement (“Employment Agreement”)made between Company and Executive effective as of September 1, 2007. All terms of the Employment Agreement, except as amended hereby, remain in full force and effect. Capitalized terms not otherwise defined herein shall have the meanings given to them in the Agreement.

     1. Section 4.9(a) of the Employment Agreement is hereby amended to read in its entirety as follows:

     (a) If Executive is terminated without Cause, a Termination Date occurs on a June 30 due to non-renewal by the Company of the term of this Agreement under Section 2.1, or Executive terminates his employment for Good Reason, in each such case during the one year period following a Change of Control (as defined below), then:

     (i) in addition to payments and benefits to which Executive is entitled under Section 4.6, Executive also shall receive reimbursement for reasonable (in the discretion of the Company) and actual expenses incurred by Executive for six months of out-placement services, and

     (ii) in lieu of the payments and benefits to which Executive is entitled under Section 4.6(c)(iii), a payment in an amount equal to the average annual value of the Executive’s annual Performance Bonus (with such average based on Performance Bonuses earned during the two full fiscal years most recently ended), payable promptly after the Termination Date,.

     2. Section 4.10 of the Employment Agreement is hereby amended to read in its entirety as follows:

     4.10 Effect of Section 409A.

     (a) Notwithstanding anything to the contrary contained herein, with respect to payments due to Executive pursuant to Section 4.6(c)(iii)-(iv), 4.9(a), and 4.9(d):

     (i) any portion of such payments which is subject to Section 409A of the Code, including by reason of such payments exceeding the maximum in Treasury Regulation 1.409A-1(b)(9)(iii) based upon two times the lesser of Executive’s annualized compensation or the limitation set forth in Section 401(a)(17) of the Code, shall not be made until the date which is the earlier of the date of Executive’s death and the date which is six (6) months after the date of separation from service on the Termination Date, and

     (ii) if the Termination Date occurs in 2008 and if the amount of any payments to be made in 2008 which is subject to Section 409A of the Code exceeds the

amount which is subject to Section 409A of the Code which would have been paid in 2008 had this Agreement not been amended by Amendment Number 1, then the amount of such excess shall not be paid until January 2, 2009, on which date such excess amount shall be paid in a lump sum.

     (b) Notwithstanding anything to the contrary contained herein, in the event that (i) Executive notifies the Company, or the Company notifies Executive, in either case prior to the date on which a payment would otherwise be due under this agreement that Executive (or the Company, as applicable) believe that (x) the operation of this Agreement with respect to any such payment hereunder would fall within the coverage of Section 409A(a)(1) of the IRC and (y) any payment hereunder is to be made on account of IRC Section 409A(a)(2)(A)(i) and Executive is a “specified employee” pursuant to IRC Section 409A(a)(2)(B)(i) then (ii) if Executive’s legal counsel and the Company’s legal counsel, in each case acting reasonably, agree that the foregoing analysis is correct, then such payment shall not be made until the date which is the earlier of the date of Executive’s death and the date which is six (6) months after the date of separation from service (the Termination Date).

     IN WITNESS WHEREOF, this Amendment has been executed and delivered as of the date first above written.

[Signature Page Follows]

2

HARRIS INTERACTIVE INC.
By:	/s/ Gregory T. Novak
	Gregory T. Novak
	Chief Executive Officer
	/s/ George H. Terhanian
	GEORGE H. TERHANIAN

3

EX-31.1

Exhibit 31.1

CERTIFICATION

I, Gregory T. Novak, certify that:

1. I have reviewed this report on Form 10-Q of Harris Interactive Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 9, 2008	Signature:	/s/ GREGORY T. NOVAK
		Gregory T. Novak
		President and Chief Executive Officer
		(Principal Executive Officer)

EX-31.2

Exhibit 31.2

CERTIFICATION

I, Ronald E. Salluzzo, certify that:

1. I have reviewed this report on Form 10-Q of Harris Interactive Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 9, 2008	Signature:	/s/ RONALD E. SALLUZZO
		Ronald E. Salluzzo
		Executive Vice President,
		Chief Financial Officer,
		Treasurer and Secretary
		(Principal Financial Officer)

EX-32.1

Exhibit 32.1

Certification Pursuant to 18 U.S.C. Section 1350,
as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report on Form 10-Q of Harris Interactive Inc. (the “Company”) for the quarter ended March 31, 2008, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Gregory T. Novak, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge, the Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended, and the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Signature:	/s/ GREGORY T. NOVAK
	Gregory T. Novak
	President and Chief Executive Officer

Dated: May 9, 2008

EX-32.2

Exhibit 32.2

Certification Pursuant to 18 U.S.C. Section 1350,
as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report on Form 10-Q of Harris Interactive Inc. (the “Company”) for the quarter ended March 31, 2008, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Ronald E. Salluzzo, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge the Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended, and the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Signature:	/s/ RONALD E. SALLUZZO
	Ronald E. Salluzzo
	Executive Vice President, Chief Financial
	Officer, Treasurer and Secretary

Dated: May 9, 2008