Item 1.01. Entry into a Material Definitive Agreement.
Harris Interactive Inc. (the "Company") and its wholly-owned indirect subsidiary, 2144798 Ontario Inc., a corporation incorporated under the laws of the Province of Ontario, Canada ("Canco"), and all of the former stockholders of Decima Research Inc., a corporation amalgamated under the laws of the Province of Ontario, Canada, now Harris Decima Inc. ("Harris/Decima") (such stockholders, collectively, the "Decima Sellers") entered into an Amendment to Share Purchase Agreement (the "Amendment"), effective as of January 1, 2009 (the "Effective Date") and fully executed on January 25, 2009. The Amendment amends the Share Purchase Agreement entered into by and among the Company, Canco and the Decima Sellers as of August 16, 2007 (the "Decima Purchase Agreement"). The material terms of the Amendment are as follows:
• The short term earn-out and long term earn-out payments provided for in the Decima Purchase Agreement are replaced by a post-closing payment of CAD$2,000,000, payable in installments as follows: (a) CAD$250,000 on January 1, 2009, (b) CAD$250,000 on June 30, 2009, and (c) CAD$500,000 on each of June 30, 2010, June 30, 2011 and June 30, 2012.

• The unpaid portion of the post-closing payment is subject to an automatic reduction in accordance with the formula set forth in the Amendment if any of the Decima Sellers (other than Bruce A. Anderson, the former president of Harris/Decima) voluntarily terminates or otherwise terminates his or her employment with Harris/Decima prior to June 30, 2012.

• Canco will cause Harris/Decima to implement a performance incentive bonus plan providing for payment of performance bonuses in an annual aggregate maximum of CAD$500,000 in each of fiscal years 2009-2012, subject to achievement of budgeted and projected EBITDA levels.

Except as modified by the Amendment, the terms of the Decima Purchase Agreement remain unchanged.
A copy of the Amendment is being filed as Exhibit 2.1 to this Current Report on Form 8-K. The Decima Purchase Agreement, as in effect prior to the Effective Date, was filed as Exhibit 2.1.1 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on August 16, 2007.
Section 9 - Financial Statements and Exhibits Item 9.01. Financial Statements and Exhibits.

(d) Exhibits. Exhibit 2.1 Amendment to Share Purchase Agreement by and among the Company, Canco and the Decima Sellers executed on January 25, 2009 and effective as of January 1, 2009

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