WAIVER AND AMENDMENT AGREEMENT NO. 1 to that certain

Exhibit 10.2

WAIVER AND AMENDMENT AGREEMENT NO. 1

to that certain

CREDIT AGREEMENT

          This WAIVER AND AMENDMENT AGREEMENT NO. 1 TO THAT CERTAIN CREDIT AGREEMENT (this “ Amendment ”) dated as of February 5, 2009 and effective as of December 31, 2008, among (a) HARRIS INTERACTIVE INC. (the “ Borrower ”), (b) JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as administrative agent (the “ Administrative Agent ”) for itself and the other lenders (the “ Lenders ”) who are or may become party to the Credit Agreement dated as of September 21, 2007 (as amended, restated, supplemented or otherwise modified, and in effect from time to time, the “ Credit Agreement ”) among the Borrower, the Administrative Agent and the Lenders; and (c) the Lenders signatory hereto.

           WHEREAS , the Borrower, the Lenders and the Administrative Agent are parties to the Credit Agreement, pursuant to which the Lenders, upon certain terms and conditions, have agreed to make Loans to, and the Issuing Bank, upon certain terms and conditions, has agreed to issue Letters of Credit for the benefit of, the Borrower;

           WHEREAS, Events of Default have occurred and continue as a result of the Borrower’s failure to comply with the covenants contained in Section 5.2(d) of the Credit Agreement (as to matters disclosed to the Administrative Agent and the Lenders), Section 6.1(c) of the Credit Agreement (as a result of intercomapny loans made to Harris Decima Inc. and to Marketshare Limited) and Section 6.9(a) of the Credit Agreement for the period ended December 31, 2008 and Section 6.9(b) of the Credit Agreement for the period ended December 31, 2008 (collectively, the “ Specified Events of Default ”);

           WHEREAS, the Borrower has requested, among other things, that the Lenders and Administrative Agent (a) waive the Specified Events of Default, and (b) amend the Credit Agreement as provided more fully herein below; and

           WHEREAS, the Lenders and the Administrative Agent are willing (a) to waive the Specified Events of Default, subject to the terms, conditions and other provisions hereof, and (b) to amend certain provisions of the Credit Agreement as more fully provided herein;

           NOW, THEREFORE, in consideration of the mutual agreements contained in the Credit Agreement, herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

           Section 1. Defined Terms . Capitalized terms used but not defined herein shall have the same meanings herein as in the Credit Agreement.

           Section 2. Waiver . Subject to the terms and conditions set forth herein, the Lenders and the Administrative Agent hereby agree to waive the Specified Events of

-2-

Default during (but only during) the period (the “ Waiver Period ”) ending on the earliest to occur of (a) March 6, 2009 at 2 p.m. Eastern Time, (b) the occurrence after the date hereof of any Default or Event of Default other than the Specified Events of Default, and (c) the occurrence of any Material Adverse Effect in the business, assets, financial condition or prospects of the Borrower or Loan Parties other than in respect of the Specified Events of Default and otherwise disclosed in the Harris Financial Information (as hereinafter defined) delivered to the Administrative Agent on January 29, 2009 and to the Lenders on January 30, 2009. Such limited waiver shall automatically, and without action, notice, demand or any other occurrence, expire on and as of the end of the Waiver Period. Upon the expiration or termination of the Waiver Period, and from and after such time, (i) the Lenders and the Administrative Agent shall retain all of the rights and remedies relating to the Specified Events of Default and any other Default or Event of Default, (ii) the Specified Events of Default shall be reinstated and shall be in full force and effect for all periods including periods after the Waiver Period, and (iii) any obligation of the Lenders under the Credit Agreement shall be subject to the terms and conditions set forth in the Credit Agreement. As used herein, “Harris Financial Information” means, collectively, (i) Harris Interactive Inc. Draft Consolidated Balance Sheets for the six months ending December 31, 2008, (ii) Harris Interactive Inc. Draft Consolidated Statement of Operations for the six months ending December 31, 2008, (iii) Harris Interactive Inc. Draft Consolidated Statement of Cash Flows for the six months ending December 31, 2008, (iv) Harris Interactive Business Plan PowerPoint presentation dated January 29, 2009, (v) Harris Interactive Summary of Business Plan (July 2007 through June, 2011), (vi) Harris Financial Forecast Yearly and Quarterly Financials 01-29-09, and (vii) Harris Interactive Consolidated Monthly Income Statement 01-29-09, each of items (i) through (vii) inclusive having been delivered to the Administrative Agent on January 29, 2009 and the Lenders on January 30, 2009. The parties intend to work in good faith to further amend the Credit Agreement, including the financial covenants therein, on mutually acceptable terms before the expiration of the Waiver Period, but no party shall be under any obligation to enter into any such amendment and any such amendment shall be subject to the agreement of each of the parties acting in each such Person’s sole discretion.

           Section 3. Amendments to the Credit Agreement, Schedules and Exhibits .

          (a)  Amendments to the Credit Agreement . The Credit Agreement is hereby amended in its entirety and replaced with the document attached hereto as Annex I .

          (b)  Amendments to the Schedules to the Credit Agreement . Schedule 2.1 and Schedule 3.11 to the Credit Agreement is hereby amended in their entirety and replaced with the Schedule 2.1 and Schedule 3.11 attached hereto as Annex II .

          (c)  Amendments to the Exhibits to the Credit Agreement .

               (i) Exhibit A to the Credit Agreement is hereby deleted and replaced in its entirety with Exhibit A attached hereto as Annex III .

-3-

               (ii) Exhibit C-3 to the Credit Agreement is hereby deleted and replaced in its entirety with Exhibit C-3 attached hereto as Annex IV .

               (iii) Exhibit E to the Credit Agreement is hereby deleted and replaced in its entirety with Exhibit E attached hereto as Annex V .

               (iv) Exhibit G to the Credit Agreement is hereby deleted and replaced in its entirety with Exhibit G attached hereto as Annex VI .

           Section 4. Affirmation and Acknowledgment of the Borrower . The Borrower hereby ratifies and confirms all of its Obligations to the Lenders, Issuing Bank and the Administrative Agent, including, without limitation, the Loans, and the Borrower hereby affirms its absolute and unconditional promise to pay to the Lenders, the Issuing Bank and the Administrative Agent the Loans and all other amounts due under the Credit Agreement as amended hereby. The Borrower hereby confirms that the Obligations are secured pursuant to the Collateral Documents and pursuant to all other instruments and documents executed and delivered by the Borrower as security for the Obligations.

           Section 5. Joinder to Guaranty Agreement . GSBC Ohio Corporation, an Ohio corporation, is hereby added as a party to the Guaranty Agreement and shall be included within the term “Guarantor” as used therein. GSBC Ohio Corporation hereby agrees to be bound by all of the terms and conditions of the Guaranty Agreement, in all respects as if GSBC Ohio Corporation was an original signatory thereto, and as a result thereof, absolutely, unconditionally and irrevocably, jointly and severally, guarantees to the Administrative Agent and the Lenders the full and punctual payment when due (whether at stated maturity, by required pre-payment, by acceleration or otherwise), as well as the performance, of all Obligations including all such which would become due but for the operation of the automatic stay pursuant to §362(a) of the Federal Bankruptcy Code and the operation of §§502(b) and 506(b) of the Federal Bankruptcy Code and accruing after the commencement of a proceeding under any other insolvency or similar laws of any jurisdiction at the rate or rates provided in the Loan Documents.

           Section 6. Representations and Warranties . Each Loan Party hereby represents and warrants to the Lenders and Administrative Agent as follows:

          (a) The execution and delivery by such Loan Party of this Amendment and the Loan Documents to which it is a party, and the performance by such Loan Party of its obligations and agreements under this Amendment, the Credit Agreement as amended hereby, and the other Loan Documents, are within the corporate authority of such Loan Party, have been duly authorized by all necessary corporate proceedings on behalf of such Loan Party, and do not and will not contravene any provision of law, statute, rule or regulation to which such Loan Party is subject or any of such Loan Party’s charter, other incorporation papers, by-laws or any stock provision or any amendment thereof or of any agreement or other instrument binding upon such Loan Party.

-4-

          (b) This Amendment, the Credit Agreement as amended hereby, and the other Loan Documents constitute legal, valid and binding obligations of such Loan Party, enforceable in accordance with their respective terms, except as limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting generally the enforcement of creditors’ rights.

          (c) No approval or consent of, or filing with, any governmental agency or authority is required to make valid and legally binding the execution, delivery or performance by such Loan Party of this Amendment, the Credit Agreement as amended hereby, or the other Loan Documents other than for the UCC filings and filings with the Patent and Trademark Office for the perfection of the Administrative Agent’s Liens contemplated by the Collateral Documents.

          (d) The representations and warranties contained in Article III of the Credit Agreement are true and correct at and as of the date made and as of the date hereof, except to the extent (i) of changes resulting from transactions contemplated or permitted by this Amendment, the Credit Agreement and the other Loan Documents, (ii) relating to the representation contained in Section 3.4(b) of the Credit Agreement, and (iii) relating to representations that expressly relate to an earlier date.

          (e) Such Loan Party has performed and complied in all material respects with all terms and conditions herein required to be performed or complied with by it prior to or at the time hereof, and as of the date hereof, after giving effect to the provisions hereof, there exists no Event of Default or Default.

           Section 7. Release . In order to induce the Administrative Agent and the Lenders to enter into this Amendment, each Loan Party acknowledges and agrees that: (a) such Loan Party does not have any claim or cause of action against the Administrative Agent, the Issuing Bank or any Lender (or any of its respective directors, officers, employees or agents); (b) such Loan Party does not have any offset right, counterclaim or defense of any kind against any of its respective obligations, indebtedness or liabilities to the Administrative Agent, the Issuing Bank or any Lender; and (c) the Administrative Agent, the Issuing Bank and each Lender have heretofore properly performed and satisfied in a timely manner all of its obligations to the Loan Parties. Each Loan Party wishes to eliminate any possibility that any past conditions, acts, omissions, events, circumstances or matters would impair or otherwise adversely affect the Administrative Agent’s, the Issuing Bank’s or any Lender’s rights, interests, contracts, collateral security or remedies. Therefore, each Loan Party unconditionally releases, waives and forever discharges (i) any and all liabilities, obligations, duties, promises or indebtedness of any kind of the Administrative Agent, the Issuing Bank or any Lender to such Loan Party, except the obligations to be performed by any Administrative Agent, the Issuing Bank or any Lender on or after the date hereof as expressly stated in this Amendment, the Credit Agreement and the other Loan Documents, and (ii) all claims, offsets, causes of action, suits or defenses of any kind whatsoever (if any), whether arising at law or in equity, whether known or unknown, which such Loan Party might otherwise have against the Administrative Agent, the Issuing Bank, any Lender or any of its directors, officers, employees or agents, in either

-5-

case (i) or (ii), on account of any past or presently existing condition, act, omission, event, contract, liability, obligation, indebtedness, claim, cause of action, defense, circumstance or matter of any kind.

           Section 8. Conditions to Effectiveness . This Amendment shall become effective subject to:

          (a) the receipt by the Administrative Agent (or its counsel) from each of the Borrower, the Administrative Agent and the Required Lenders, of either (i) an original counterpart of this Amendment signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Amendment) that such party has signed a counterpart of this Amendment;

          (b) the receipt by the Administrative Agent (or its counsel) of either (i) an original counterpart of the Pledge Agreement signed on behalf of the parties signatory thereto or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of the Pledge Agreement) that such party has signed a counterpart of the Pledge Agreement. The Administrative Agent shall have received all certificates representing such Equity Interests of all domestic subsidiaries pledged under the Pledge Agreement, accompanied by instruments of transfer and undated stock powers endorsed in blank, each in form and substance satisfactory to the Administrative Agent; and the Borrower shall have taken all steps necessary under applicable United States law to perfect the Lien of the Administrative Agent in such Equity Interests;

          (c) the receipt by the Administrative Agent of either (i) an original counterpart of the Security Agreement signed on behalf of each of the grantors party thereto or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of the Security Agreement) that such party has signed a counterpart of the Security Agreement;

          (d) the receipt by the Administrative Agent of either (i) an original counterpart of the Guaranty Agreement signed on behalf of GSBC Ohio Corporation in the form attached hereto as Annex VII or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of the Guaranty Agreement) that such party has signed a counterpart of the Guaranty Agreement;

          (e) the receipt by the Administrative Agent of either (i) an original counterpart of the Patent Security Agreement signed on behalf of each of the Loan Parties party thereto or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of the Patent Security Agreement) that such party has signed a counterpart of the Patent Security Agreement;

          (f) the receipt by the Administrative Agent of either (i) an original counterpart of the Trademark Security Agreement signed on behalf of each of the Loan Parties party thereto or (ii) written evidence satisfactory to the Administrative Agent (which may include

-6-

telecopy transmission of a signed signature page of the Trademark Security Agreement) that such party has signed a counterpart of the Trademark Security Agreement;

          (g) the receipt by the Administrative Agent of either (i) an original counterpart of the Perfection Certificates signed on behalf of each of the Loan Parties party thereto or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of the Perfection Certificates) that such party has signed a counterpart of the Perfection Certificates;

          (h) the receipt by the Administrative Agent of the results of a search of the UCC filings (or equivalent filings), in addition to tax Lien, judgment Lien, bankruptcy and litigation searches made with respect to each Loan Party, together with copies of the financing statements and other filings (or similar documents) disclosed by such searches, and accompanied by evidence satisfactory to the Administrative Agent that the Liens indicated in any such financing statement and other filings (or similar document) are Permitted Encumbrances or have been released or will be released substantially simultaneously with execution of this Amendment;

          (i) the receipt by the Administrative Agent of evidence, in form and substance satisfactory to the Administrative Agent, that appropriate UCC (or equivalent) financing statements have been duly filed in such office or offices as may be necessary or, in the opinion of Administrative Agent, desirable, to perfect the Administrative Agent’s Liens in and to the Collateral;

          (j) the receipt by the Administrative Agent of evidence, in form and substance satisfactory to the Administrative Agent, of the submission for filing of the Trademark Security Agreement and Patent Security Agreement in the appropriate governmental office;

          (k) the receipt by the Administrative Agent of a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Amendment Agreement No. 1 Effective Date) of Harris Beach PLLC, counsel for the Borrower, covering such matters relating to the Borrower, the Loan Parties, this Amendment, the joinder of GSBC Ohio Corporation to the Guaranty Agreement and the Collateral Documents as the Administrative Agent shall reasonably request;

          (l) the receipt by the Administrative Agent of such documents, resolutions and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Loan Parties, the authorization of the entering into and execution of this Amendment and the other Loan Documents, the granting of a security interest to the Administrative Agent, on behalf of the Lenders, in the Collateral, the pledging of the Equity Interests by the parties signatory to the Pledge Agreement, and any other legal matters relating to the Loan Parties, this Amendment or the other Loan Documents, all in form and substance satisfactory to the Administrative Agent and its counsel;

          (m) the receipt by the Administrative Agent of all fees due and payable to the Administrative Agent and the Lenders in immediately available funds;

-7-

          (n) the payment of all reasonable legal fees and disbursements for which invoices have been presented which have been incurred or sustained by the Administrative Agent in connection with this Amendment and the Credit Agreement, the Loan Documents and any other related documents executed and/or delivered in connection therewith; and

          (o) the delivery to the Administrative Agent of such other items, documents, agreements, items or actions as the Administrative Agent may reasonably request.

           Section 9. Miscellaneous Provisions .

          (a) Except as otherwise expressly provided by this Amendment, all of the terms, conditions and provisions of the Credit Agreement shall remain the same. It is declared and agreed by each of the parties hereto that the Credit Agreement, as amended hereby, shall continue in full force and effect, and that this Amendment and the Credit Agreement shall be read and construed as one instrument.

          (b) This Amendment shall be construed in accordance with and governed by the internal law of the State of New York (including Section 5-1401 and Section 5-1402 of the General Obligations laws of the State of New York).

          (c) This Amendment shall constitute a Loan Document under the Credit Agreement and all obligations included in this Amendment (including, without limitation, all obligations for the payment of principal, interest, fees and other amounts and expenses) shall constitute Obligations under the Credit Agreement and be secured by the Collateral Documents securing the Obligations.

          (d) Any failure by the Borrower or the Loan Parties to comply with any of the terms and conditions of this Amendment shall constitute an immediate Event of Default.

          (e) This Amendment may be executed in any number of counterparts, each of which shall constitute an original, but all such counterparts shall together constitute but one contract. In making proof of this Amendment it shall not be necessary to produce or account for more than one counterpart signed by each party hereto by and against which enforcement hereof is sought. Delivery of an executed counterpart of a signature page of this Amendment by telecopy or other electronic method of transmission shall be effective as delivery of a manually executed counterpart of this Amendment.

          (f) The Borrower hereby agrees to pay to the Administrative Agent, on demand by the Administrative Agent, all reasonable out-of-pocket costs and expenses incurred or sustained by the Administrative Agent in connection with the preparation of this Amendment and any documentation executed in connection with this Amendment (including reasonable legal fees).

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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

Loan Parties’ Acknowledgement

          Each of the undersigned Loan Parties hereby (a) acknowledges and consents to the foregoing Amendment and the Borrower’s execution thereof; (b) joins the foregoing Amendment for the sole purpose of consenting to and being bound by the provisions of Sections 6 and 7 thereof; (c) ratifies and confirms all of their respective obligations and liabilities under the Loan Documents to which any of them is a party and ratifies and confirms that such obligations and liabilities extend to and continue in effect with respect to, and continue to guarantee and secure, as applicable, the Obligations of each other Loan Party under the Loan Documents; (d) acknowledges and confirms that the liens and security interests granted pursuant to the Loan Documents are valid and perfected first priority liens and security interests (subject only to Permitted Encumbrances, the filing of UCC financing statements by the Administrative Agent and approved by the Administrative Agent and the Loan Parties for filing in applicable jurisdictions, and the filing of the Trademark Security Agreement and Patent Security Agreement by the Administrative Agent) that secure all of the Obligations on and after the date hereof; and (e) acknowledges, affirms and agrees that, as of the date hereof, such Loan Party does not have any defense, claim, cause of action, counterclaim, offset or right of recoupment of any kind or nature against any of their respective obligations, indebtedness or liabilities to the Administrative Agent, the Issuing Bank or any Lender.

ANNEX I

Annex I