HARRIS INTERACTIVE INC
DAVID CLEMM'S SEPARATION AGREEMENT
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<TYPE>EX-10
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<FILENAME>clemm.txt
<DESCRIPTION>DAVID CLEMM'S SEPARATION AGREEMENT
<TEXT>
                              SEPARATION AGREEMENT

               This Separation Agreement ("Separation Agreement") is made by and
between Harris Interactive Inc. ("Harris"),  a Delaware corporation with offices
at 60 Corporate Woods, Rochester,  New York 14623, and David H. Clemm ("Clemm"),
an individual with an address of 8 Larwood Drive, Rochester, New York 14618.

               WHEREAS,  Clemm has been employed by Harris as its Vice Chairman,
and

               WHEREAS, Clemm and Harris entered into a Confidentiality and Non-
Competition   Agreement  dated  as  of  September  1,  1999  (the   "Non-Compete
Agreement"), and

               WHEREAS,  Clemm is the  grantee  of certain  options to  purchase
shares of Common  Stock of  Harris  pursuant  to a  Non-Qualified  Stock  Option
Agreement  Pursuant to the Harris Black  International  Ltd. 1997  Incentive and
Non-Qualified Stock Option Plan dated October 20, 1997 (the "Option Agreement"),
and

               WHEREAS,  Clemm and Harris have  agreed  that Clemm shall  resign
from  employment  by  Harris  under  the  terms  set  forth  in this  Separation
Agreement, which terms include among others payments in excess of those to which
Clemm is otherwise entitled and certain additional obligations of Clemm, and

               WHEREAS,  the parties desire to set forth their mutual agreements
in writing,

               NOW  THEREFORE,  in  consideration  of the  mutual  promises  and
agreements set forth herein, and for other good and valuable consideration,  the
receipt and  sufficiency of which is hereby  acknowledged,  the parties agree as
follows:

               1.  Resignation.  Clemm  hereby  resigns  from his position as an
officer,  Vice  Chairman,  and as an employee of Harris,  effective  as of 12:01
a.m., April 1, 2002.

               2. Board of Directors. Clemm's resignation under Section 1 hereof
does not apply to his  position as a member of the Board of Directors of Harris,
and he shall  continue as a member of the Board of Directors of Harris until the
earlier of (i) the  expiration  of his elected term of office as a director,  or
(ii) his resignation as a director,  or (iii) removal as a director  pursuant to
Delaware  law and  the  Certificate  of  Incorporation  and  Bylaws  of  Harris.
Commencing April 1, 2002,  Clemm shall be entitled to the same  compensation and
other  benefits  for  services as a director  applicable  to other  non-employee
directors of Harris.

               3.  Option  Agreement.  The terms of the Option  Agreement  shall
remain unchanged and in full force and effect.  Clemm  acknowledges  that, among
other terms, such Option Agreement provides that the options granted thereby may
not be exercised after the date of termination of the  contractual  relationship
giving rise to his services on behalf of Harris, and thus under the terms of the
contractual  relationship  created  by the  Non-Compete  Agreement,  may  not be
exercised  after March 31, 2003,  the  expiration  of the  one-year  non-compete
period provided in that agreement.


<PAGE>

               4. Cashless Exercise. In the event that Clemm chooses to exercise
all or part of his options under the Option Agreement, at Clemm's request Harris
shall  permit Clemm to exercise  such  options on a cashless  basis by receiving
shares of Harris  common stock equal to the net value (as  determined  below) of
the shares for which the option is exercised  under the Option  Agreement.  Upon
receipt of Clemm's timely written notice of such election, Harris shall issue to
Clemm a number of shares of Harris  common stock  computed  using the  following
formula:

                                    X = Y(A-B)
                                    ----------
                                        A

         Where:            X = the  number  of  shares  to  be  issued  to Clemm
                               pursuant  to the exercise
                           Y = the  number  of  shares  for  which the option is
                               exercised
                           A = the  closing  price of one share of Harris common
                               stock on the Nasdaq  National  Market as  of  the
                               last  business day immediately  preceding Clemm's
                               written notice of exercise of the options B = the
                               per  share  exercise  price  set  by  the  Option
                               Agreement

Such cashless  exercise shall be permitted only if at the time of exercise Clemm
owns and has held for more than six months the number of shares of Harris common
stock with a market value equal to the aggregate  exercise  price of the options
being exercised (being Y minus X under the above formula).

               5. Non-Compete Agreement. The  Non-Compete Agreement shall remain
unchanged  and in full force and effect  except as  expressly  modified  by this
Separation Agreement.  In the event of any inconsistency between the Non-Compete
Agreement and this Separation Agreement,  the terms of this Separation Agreement
shall  control.  For the avoidance of doubt,  it is the intention of the parties
that the  provisions  of the  Non-Compete  Agreement  relating  to  confidential
information,  confidentiality,  and ownership of  intellectual  property are not
inconsistent with the terms of this Separation Agreement and shall survive.

               6. Compensation.
                  ------------

               (a) Section 6 of the Non-Compete  Agreement  provides for certain
compensation after employment.  Section 6 of the Non-Compete Agreement is hereby
deleted,  it being  the  intention  of the  parties  that the only  compensation
(including benefits) to which Clemm is entitled upon his resignation is that set
forth in this Separation Agreement.

               (b) Subject to, and in sole  consideration of, Clemm's compliance
with the Non-Compete  Agreement and the non-competition terms of this Separation
Agreement, Harris shall provide to Clemm, his designee or estate:

               (i) $23,750 on  the last day of each calendar  month,  commencing
                   April 30, 2002 and  continuing   through and including  March
                   31, 2004, and



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<PAGE>

              (ii) health and dental  insurance  benefits  comparable  to  those
                   then  provided to executive  employees of Harris,  subject to
                   the same  co-pay,  deductibles,  and the like  applicable  to
                   such  executive  employees,  commencing  April  1,  2002  and
                   continuing through and including March 31, 2004.

               (c) In  addition,  pursuant to company  policy  Harris  shall pay
Clemm all of his vacation time accrued and unused  through and  including  March
31, 2002, as well as reimbursement for ordinary and customary  business expenses
incurred  through and including March 31, 2002.  Harris shall have no continuing
obligation  for any other  payments or benefits for periods after March 31, 2002
except as set forth herein.

               7. Non-Compete.
                  -----------

               (a)  Through  and  including  March  31,  2004,  Clemm  shall not
directly  or  indirectly  in any  manner,  including  without  limitation  as an
officer, director, employee, consultant, agent, partner, equity owner (except as
passive  owner of less  than 5% of the  shares  of  publicly  traded  stock of a
corporation or other entity),  compete with Harris.  Without  limitation,  Clemm
shall not solicit, accept business or opportunities from, or otherwise deal with
any of the  clients  or  customers  of Harris as of the time of his  termination
(including  any client to whom  Harris has sold  services or products in the two
years prior to termination and any  prospective  client or customer who has been
targeted or  approached by Harris within such time) with respect to any services
or  products  competitive  with  those of  Harris,  or  otherwise  in any manner
directly or indirectly  competitive  with Harris in any line of business carried
on or planned by Harris during Executive's  employment.  It is not the intention
of the foregoing to prevent  Clemm from  entering into  employment or consulting
arrangements with any person or entity that either is not involved in activities
related to market research,  or whose market research related activities are not
a line of business  but rather are  limited to the conduct of research  relating
exclusively to that particular person's or entity's customers, products, and the
market for them.

               (b)  Clemm  acknowledges  that  damages  for any  breach  of this
agreement  will be  difficult,  if not  impossible,  to calculate and that legal
remedies for breach of this  provision  will be  inadequate.  Therefore,  Harris
shall be entitled  to obtain  injunctive  relief to enforce  this  provision  in
addition to any other remedy at law or equity including  termination of payments
hereunder.

               8. Announcement. Harris will consult, and make good faith efforts
to jointly agree, with Clemm regarding the wording of an announcement concerning
Clemm's  resignation of his  employment  with Harris and his  continuation  as a
member of the Harris Board of Directors.

               9. Release.  In consideration of the benefits provided under this
Separation  Agreement,  Clemm  releases  Harris  and  its  employees,  officers,
directors, attorneys, affiliates, subsidiaries, successors and assigns, from any
and all  claims,  causes of  action,  and/or  liabilities  of any kind or nature
whatsoever,  known or unknown,  at law, in equity,  or otherwise,  that may have
occurred at any time up to the date that this  Separation  Agreement is executed
by Clemm,  including,  but not limited to, any and all possible  claims  arising
from his employment  relationship  or during his employment  with Harris or as a
result of the parties' agreement to end



                                       3
<PAGE>

the  employment  relationship,  and hereby  agrees not to assert  such claims or
causes of action for monetary damages. Such release includes, but is not limited
to, any and all claims arising under any federal,  state or local laws, rules or
regulations,  including, but not limited to, claims under the Age Discrimination
in Employment Act, Older Workers'  Benefit  Protection Act, Equal Pay Act, Title
VII of the Civil  Rights Act of 1964,  as  amended,  Fair Labor  Standards  Act,
Americans with  Disabilities  Act, the Employee  Retirement  Income Security Act
(ERISA),  Family and Medical Leave Act (FMLA),  New York State Human Rights Law,
New York Labor Law and any other  provisions  relating to  employment  or pay or
benefit  practices,  or relating to  discrimination on the basis of race, creed,
color, age, sex, national origin, disability, or arrest record. Clemm waives his
right to file any charge or complaint on his own behalf and/or to participate in
any charge or complaint which may be made by any other person or organization on
his behalf  before any federal,  state or local court or  administrative  agency
against Harris.  Nothing,  however, shall be construed as a condition precedent,
penalty,  or other  limitation  on Clemm's  right to file a charge or  complaint
with, or participate in any investigation or proceeding conducted by the EEOC or
the New York State Division of Human Rights. Should any such charge or complaint
be filed,  however,  Clemm agrees that, unless otherwise  expressly permitted by
law or  regulation,  he will  not  accept  any  relief  or  recovery  therefrom.
Moreover, Clemm confirms that no charge, complaint or action exists in any forum
or  form.  This  release  is  intended  to be as  complete  and  broad as may be
permitted  under  law,  and it shall  not be  affected  by the  full or  partial
invalidity of any other  provision of this  Separation  Agreement.  In the event
that Clemm brings a claim which is determined to be covered by the terms of this
release, he understands and agrees that, unless otherwise  expressly  prohibited
by law or regulation, he will be required to reimburse the defending parties for
their  reasonable  attorneys'  fees in connection with their defense of any such
claim.

               10. Representation/Attorney Fees.
                   ----------------------------

               (a) Clemm acknowledges that Harris advised him to consult with an
attorney  before  entering  into  this  Separation  Agreement,  and  that he was
represented by legal counsel in the  negotiation and drafting of this Separation
Agreement.

               (b) Harris shall  reimburse Clemm for $2,000 of his attorney fees
incurred in connection with this Separation Agreement.

               11. Nondisparagement.
                   ----------------

               (a) Clemm  acknowledges that Harris'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,  Harris or its  officers,  employees,  or
directors in any manner.

               (b) Harris  acknowledges that Clemm's  reputation is important to
his continued success.  Harris agrees that it and its affiliates,  subsidiaries,
successors and assigns, will not, and that it will use all reasonable efforts to
cause  its  officers,  employees,  directors,  and  attorneys,  not to,  defame,
disparage,  or otherwise  discuss or comment about Clemm in such a manner as may


                                       4
<PAGE>

adversely impact his reputation,  it being understood that they shall be free to
communicate  that Clemm has  resigned  for  personal  reasons or to pursue other
interests.

               12. Revocation. Clemm acknowledges that he has twenty-one days to
consider this Separation  Agreement,  its language,  meaning, and effect. In the
event that Clemm  executes this  Separation  Agreement  prior to the end of such
twenty-one  day period,  he shall have the balance of the  twenty-one day period
plus eight  additional days  (cumulatively  involving the period ending on April
13, 2002) to revoke this  Agreement.  If Clemm chooses to revoke this Agreement,
he shall  exercise such option by delivering  written notice of the desire to so
revoke to the Chairman of the Board of Directors of Harris.

               13. Successors and Assigns. This Separation Agreement shall inure
to the  benefit  of, and shall be binding  upon,  the  respective  heirs,  legal
representatives, successors, and assigns of the parties hereto.

               14.  Governing Law. This Separation  Agreement shall be construed
under and  governed by the laws of the State of New York,  without  reference to
principles of conflicts of laws. The parties  hereto consent to exclusive  venue
in the  courts of the State of New York  sitting  in  Monroe  County,  or in the
United States District Court,  Western  District of New York with respect to any
dispute regarding the subject matter hereof.

               15.   Entire   Agreement/Waivers.   This   Separation   Agreement
constitutes  the entire  agreement  of the parties  with  respect to the subject
matter hereof and shall not be modified or amended  except in writing  signed by
both of the parties. No waiver of any breach of this Separation  Agreement shall
be a waiver of any  preceding or succeeding  breach,  and no waiver of any right
under this  Separation  Agreement  shall be  construed  as a waiver of any other
right.  Harris and Clemm shall not be required to give notice to enforce  strict
adherence to all terms of this Separation Agreement.

               16.  Severability.  If one or  more  of the  provisions  in  this
Agreement are deemed  unenforceable  by law, then the remaining  provisions will
continue in full force and effect.


                            [Signature pages follow]


                                       5
<PAGE>




               IN WITNESS  WHEREOF,  the parties have executed  this  Separation
Agreement as of March 15, 2002.



                                            HARRIS INTERACTIVE INC.



                                            By:/s/
                                               ---------------------------------

                                            Title:
                                                  ------------------------------




                                                  /s/ David H. Clemm
                                                  ------------------------------
                                                  DAVID H. CLEMM


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