COMPENSATION ARRANGEMENTS WITH EXECUTIVE OFFICERS

Exhibit 10.4.2

EMPLOYMENT AGREEMENT

     EMPLOYMENT AGREEMENT (“Agreement”) effective as of September 6, 2007 (the “ Effective Date ”) between HARRIS INTERACTIVE INC., a Delaware corporation (“ Company ”), and DEE ALLSOP (“ Executive ”).

     This Agreement amends, restates, and replaces in its entirety (i) the Agreement dated June 7, 2005 between the Company and the Executive related to change in control of the Company, and (ii) the Employment Agreement between Company and Executive dated as of October 5, 1990, as amended by letter dated September 9, 2004 (collectively, the “ Prior Agreement ”); provided, however, that all rights of Executive to payments and benefits under the Prior Agreement fully earned and accrued but unpaid as of the Effective Date shall survive execution of this Agreement. This Agreement does not modify the terms of any stock option agreements between the Company and the Executive in effect on the Effective Date, which stock option agreements shall remain unchanged and in full force according and subject to the terms contained therein.

1. CAPACITY AND DUTIES

     1.1 Employment; Acceptance of Employment . Company hereby employs Executive and Executive hereby accepts employment by Company for the period and upon the terms and conditions hereinafter set forth.

     1.2 Capacity and Duties .

          (a) Executive shall serve as the President, U.S. Solutions Research Groups. Executive shall perform duties and shall have authority as may from time to time be specified by the Chief Executive Officer and the Board of Directors of Company (the “ Board ”). Executive’s title and duties may be changed from time to time by the Chief Executive Officer and the Board; provided, however, that (i) Executive’s position, authority, duties, and responsibilities shall be no less senior and executive in nature than those of President of U.S. Solutions and Research Groups and shall be consistent with those of an executive vice president of a public company of the size and type similar to the Company, and (ii) the duties assigned to the Executive shall be in all respects consistent with all applicable laws and regulations. Executive will report to the Chief Executive Officer of the Company.

          (b) Executive shall devote full time efforts to the performance of Executive’s duties hereunder, in a manner that will faithfully and diligently further the business and interests of Company.

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

2. TERM OF EMPLOYMENT

     2.1 Term .

          (a) The term of Executive’s employment hereunder, for all purposes of this Agreement, shall commence on the Effective Date (the “ Commencement Date ”) and continue through and including the earliest to occur of (i) June 30, 2008, if and as further extended to subsequent June 30ths as provided in Section 2.1(b), (ii) the date on which Executive dies, and (iii) the date on which either the Company or Executive terminates Executive’s employment for any reason (collectively, the “ Termination Date ”).

          (b) Except as hereinafter provided, on each June 30 this Agreement shall be automatically extended for an additional one-year term, and if so extended shall be automatically extended for successive additional one-year terms, unless either the Executive or Company shall have given the other written notice of non-renewal of this Agreement on or before the March 31 immediately prior to the end of the initial one-year term, or if applicable any one-year extension term then in effect. Executive’s employment under this Agreement shall terminate on the June 30 immediately following the date of any timely non-renewal notice.

3. COMPENSATION

     3.1 Base Compensation . As compensation for Executive’s services, Company shall pay to Executive base compensation in the form of salary (“ Base Compensation ”) in the amount of $275,000 per annum. The salary shall be payable in periodic installments in accordance with

Company’s regular payroll practices for its executive personnel at the time of payment, but in no event less frequently than monthly. The Compensation Committee of the Board shall review Base Compensation periodically for the purpose of determining, in its sole discretion, whether Base Compensation should be adjusted; provided, however, that Executive’s Base Compensation shall not be less than $275,000.

     3.2 Performance Bonus . As additional compensation for the services rendered by Executive to Company Executive shall be paid a performance bonus (“ Performance Bonus ”) payable in full at the same time as payment of other executive bonuses by the Company but no later than two and one-half (2.5) months after the end of the applicable fiscal year. The Performance Bonus award criteria and amounts shall be those established on an annual basis by the Compensation Committee of the Board of Directors of the Company based upon performance guidelines established for executive officers of the Company; provided, however, Executive’s target bonus shall not be less than $75,000. No bonus will be due in the event that award criteria established by the Compensation Committee are not met.

     3.3 Employee Benefits . Executive shall be entitled to participate in such of Company’s employee benefit plans and benefit programs as may from time to time be provided by Company for its senior executives generally. Company shall have no obligation, however, to maintain any particular program or level of benefits referred to in this Section 3.3.

     3.4 Vacation . Executive shall be entitled to the normal and customary amount of paid vacation provided to senior executive officers of the Company, but in no event less than 20 days during each calendar year. Any vacation days that are not taken in a given calendar year period shall accrue and carry over from year to year, or be paid or lost, according to the Company’s standard vacation policies. The Executive may be granted leaves of absence with or without pay for such valid and legitimate reasons as the Chief Executive Officer in his sole and absolute discretion may determine, and is entitled to the same personal days and holidays provided to other senior executives the of Company.

     3.5 Expense Reimbursement .

          (a) Company shall reimburse Executive for all reasonable and documented expenses incurred by Executive in connection with the performance of Executive’s duties hereunder in accordance with its regular reimbursement policies as in effect from time to time.

          (b) The Company shall reimburse the Executive for reasonable costs up to a maximum of $2,500 incurred in the negotiation of this Employment Agreement.

     3.6 Withholding . All payments under this Agreement shall be subject to any required withholding of Federal, state and local taxes pursuant to any applicable law or regulation.

4. TERMINATION OF EMPLOYMENT

     4.1 Accrued Obligations . For purposes of this Agreement:

          (a) “ Accrued Base Obligations ” shall mean amounts for Base Compensation, expense reimbursement, and employee benefits which have accrued, vested, and are unpaid as of the Termination Date.

          (b) “ Accrued Bonus Obligations ” shall mean, for the year in which the Termination Date occurs, a prorated Performance Bonus for the partial-year period ending on the Termination Date (the “ Partial Period ”). The prorated Performance Bonus shall be based on the same metrics as then in effect for calculation of bonuses on an annual basis (for example, net earnings or revenues) and shall be calculated by (1) dividing actual performance as of the end of the Applicable Calculation Quarter (described below) by budgeted performance (per the budget previously approved by the Board) for the Applicable Calculation Quarter, and then (2) using the resulting percentage in determining the dollar value bonus that would have been paid under the Company’s executive performance bonus plan had such percentage performance been achieved for the full fiscal year, and then (3) multiplying the result by a fraction, the numerator of which is the number of days elapsed in the fiscal year prior to the Termination Date and the denominator of which is 365. If the Termination Date is in the first half of a fiscal quarter the “Applicable Calculation Quarter” is the fiscal quarter most recently ended before the Termination Date, and if the Termination Date is in the second half of a fiscal quarter, the Applicable Calculation Quarter is the first fiscal quarter ending after the Termination Date.

          (c) Accrued Base Obligations shall be paid within thirty (30) days after the Termination Date. Accrued Bonus Obligations shall be paid on the date on which they would have been paid under this Agreement absent the occurrence of the Termination Date.

     4.2 Termination Procedures . Except as otherwise provided in this Agreement, any termination of Executive’s employment by the Company or by Executive (other than termination pursuant to death) shall be communicated by written Notice of Termination to the other party hereto. For purposes of this Agreement, a “ Notice of Termination ” shall mean a notice which shall indicate the specific termination provision in this Agreement relied upon and, if applicable, shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of Executive’s employment under the provision so indicated.

     4.3 Death of Executive . If Executive dies, Company shall not be obligated to make any further payments under this Agreement except amounts for:

          (a) Accrued Base Obligations,

          (b) earned but unpaid Performance Bonus for fiscal years already ended, payable on the date on which such Performance Bonus would be paid absent Executive’s death, and,

          (c) if Executive’s death is in the Company’s third or fourth fiscal quarter, Accrued Bonus Obligations.

     4.4 Disability of Executive . If Executive is permanently disabled (as defined in Company’s long-term disability insurance policy then in effect), then the Company shall have the right to terminate Executive’s employment upon 15 days’ prior written notice to Executive at any time during the continuation of such disability (“ Disability ”). In the event Executive’s employment is terminated for Disability in accordance with this Section 4.4, Company shall not be obligated to make any further payments under this Agreement except for:

          (a) Accrued Base Obligations,

          (b) earned but unpaid Performance Bonus for fiscal years ended prior to the Termination Date, payable on the date on which such Performance Bonus would be paid absent Executive’s Disability, and

          (c) if the Termination Date occurs in the Company’s third or fourth fiscal quarter, Accrued Bonus Obligations.

     4.5 Termination for Cause .

          (a) Executive’s employment shall terminate immediately upon a Notice of Termination from the Company that Executive is being terminated for Cause (as defined herein), in which event Company shall not thereafter be obligated to make any further payments under this Agreement except for:

               (i) Accrued Base Obligations,

               (ii) earned but unpaid Performance Bonus for fiscal years ended prior to the Termination Date, payable on the date on which such Performance Bonus would be paid absent the termination of Executive, and

               (iii) if the Termination Date occurs in the Company’s third or fourth fiscal quarter, Accrued Bonus Obligations.

          (b) “ Cause ” shall be limited to the following:

               (i) willful failure to substantially perform Executive’s duties as described in Section 1.2 after demand for substantial performance is delivered by Company in writing that specifically identifies the manner in which Company believes Executive has not substantially performed Executive’s duties and Executive’s failure to cure such non-performance within thirty (30) days after receipt of the Company’s written demand; provided, however, that a failure to perform such duties during the remedy period set forth in subsection (i) of the definition of Good Reason set forth in Section 4.7 hereof, following the issuance of a Notice of Termination (as herein defined) by Executive for Good Reason, shall not be Cause unless an arbitrator acting pursuant to Section 6.1 hereof finds Executive to have acted in bad faith in issuing such Notice of Termination;

               (ii) willful conduct that is materially and demonstrably injurious to Company or any of its subsidiaries, but not including good faith conduct taken without intention to injure the Company or its subsidiaries that, at the time engaged in, could not reasonably be expected to be more likely than not to be materially injurious to the Company; or

               (iii) conviction or plea of guilty or nolo contendere to a felony or to any other crime which involves moral turpitude or, if not including moral turpitude, arises from an act that is materially and demonstrably injurious to the Company or any of its subsidiaries;

               (iv) material violation of Section 5 of this Agreement,

               (v) or material violation of Company polices set forth in Company manuals or written statements of policy provided in the case of violation of policy that such violation is either materially and demonstrably injurious to Company or, if curable, continues for more then three (3) days after written notice thereof is given to Executive by the Company; and

               (vi) material breach of any material provision of this Agreement by Executive, which breach continues for more than ten (10) days after written notice thereof is given by the Company to Executive.

     4.6 Termination Without Cause or by Executive for Good Reason .

          (a) The Company reserves the right to terminate Executive’s employment at any time. If, however, a Termination Date occurs due to Company terminating Executive without Cause or Executive terminating for Good Reason, then Company shall have no further obligations under this Agreement except that Company shall pay to Executive the amounts shown in Section 4.6(c).

          (b) For the avoidance of doubt, Section 4.6(c) shall not apply to (i) termination in the ordinary course on any applicable June 30 if the term of this Agreement is not automatically renewed, which circumstance is covered by Section 4.6(d), (ii) termination for Cause which circumstance is covered by Section 4.5, (iii) termination by Executive without Good Reason which circumstance is covered by Section 4.7, (iv) termination by reason of death which circumstance is covered by Section 4.3, or (v) termination by reason of Disability which circumstance is covered by Section 4.4.

          (c) If Company terminates Executive without Cause or Executive terminates with Good Reason, then the Company shall pay to Executive:

               (i) the Accrued Base Obligations through the Termination Date, payable promptly after the Termination Date,

               (ii) any unpaid Performance Bonus earned for any fiscal year ended on or before the Termination Date payable on the date on which such Performance Bonus would be paid absent termination,

               (iii) Accrued Bonus Obligations,

               (iv) amounts equal to Base Compensation through and including the date six months after the Termination Date, and

               (v) health and medical benefits as required by Section 3.3 of this Agreement during the same period that amounts equal to Base Compensation are due under Section 4.6(c)(iv); provided, however, if Executive, Executive’s spouse or Executive’s dependents are ineligible to participate in the Company benefit programs under Section 3.3, the Company shall arrange to reimburse Executive for coverage reasonably comparable to that previously provided under Section 3.3, and further provided that such benefits shall become secondary to primary coverage upon the date or dates Executive receives coverage and benefits which are substantially similar, taken as a whole, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer.

          (d) If this Agreement is terminated in the ordinary course on any applicable June 30 because of a non-renewal notice given by the Company under Section 2.1, then Company shall have no further obligations under this Agreement except that Company shall pay to Executive the same payments as to which the Executive would be entitled under Section 4.6(c)(i), (ii), (iv), and (v). If this Agreement is terminated in the ordinary course on any applicable June 30 because of a non-renewal notice given by the Executive under Section 2.1, then Company shall have no further obligations under this Agreement except that Company shall pay to Executive the payments to which the Executive would be entitled under Section 4.6(c)(i) and (ii).

     4.7 Termination by Executive without Good Reason .

          (a) Executive may terminate this Agreement without Good Reason upon fifteen (15) days prior notice. In the event Executive’s employment is voluntarily terminated by Executive without Good Reason, Company shall not be obligated to make any further payments to Executive hereunder other than:

               (i) Accrued Base Obligations through the Termination Date,

               (ii) earned but unpaid Performance Bonus for fiscal years ended prior to the Termination Date, payable on the date on which such Performance Bonus would be paid absent Executive’s termination, and

               (iii) if the Termination Date occurs in the Company’s third or fourth fiscal quarter, Accrued Bonus Obligations.

          (b) “ Good Reason ” shall mean the following:

               (i) material breach of Company’s obligations hereunder, including any assignment of duties not included within the Executive’s duties described in Section 1.2 unless previously agreed to in writing by Executive, provided that Executive shall have given reasonably specific written notice thereof to Company, and Company shall have failed to remedy the circumstances within thirty (30) days thereafter;

               (ii) any decrease in Executive’s salary as it may have increased during the term of this Agreement, except for decreases that are in conjunction with decreases in executive salaries by the Company generally and that do not result in a decrease in Executive’s annual salary below $275,000 per annum;

               (iii) any decrease of Executive’s target Performance Bonus below $75,000,

               (iv) any relocation of the principal office from which Executive’s duties are performed to a location more than 50 miles outside of Reston, Virginia, provided, however, that travel to Company’s and its affiliates’ various offices and to other locations in furtherance of Company’s business will be required in connection with the performance of Executive’s duties hereunder and requirements for such travel shall not constitute Good Reason, or

               (v) the failure of any successor in interest of the Company to be bound by the terms of this Agreement in accordance with Section 6.4 hereof.

Notwithstanding subsections (i) and (iii) above, after a Change of Control, Good Reason shall not include a change of title, reporting line, responsibilities, and duties so long as such changed title, reporting line, and reassignment of executive duties are at a level commensurate with the level of participation of the Company in the controlling person (such as, for example, executive duties at a divisional, subsidiary, or group level, if the Company becomes a division, subsidiary, or group within the controlling person), or assignment of other duties not materially inconsistent with duties appropriate for a past executive vice president of a public company of the size and type similar to the Company officer.

          (c) Executive must provide a Notice of Termination to the Company that he is intending to terminate his employment for Good Reason within one hundred and eighty (180) days after Executive has actual knowledge of the occurrence of the latest event he believes constitutes Good Reason, which termination notice shall specify a termination date within thirty (30) days after the date of such notice except for termination under subsection (i) in which case the termination date shall