EXHIBIT 10.2

KORN/FERRY INTERNATIONAL

PERFORMANCE AWARD PLAN

TABLE OF CONTENTS
(CONTINUED)

                                                                                           PAGE
1.   The Plan.............................................................................   1
     1.1   Purpose........................................................................   1
     1.2   Administration and Authorization; Power and Procedure..........................   1
     1.3   Participation..................................................................   2
     1.4   Shares Available for Awards; Share Limits......................................   3
     1.5   Grant of Awards................................................................   3
     1.6   Award Period...................................................................   4
     1.7   Limitations on Exercise and Vesting of Awards..................................   4
     1.8   Acceptance of Promissory Notes to Finance Exercise.............................   4
     1.9   Transfer Restrictions and Exceptions...........................................   5

2.   Options..............................................................................   6
     2.1   Grants.........................................................................   6
     2.2   Option Price...................................................................   6
     2.3   Limitations on Grant and Terms of Incentive Stock Options......................   7
     2.4   Limits on 10% Holders..........................................................   8
     2.5   Effects of Termination of Employment/Service; Termination of Subsidiary Status;
            Discretionary Provisions......................................................   8

3.   Stock Appreciation Rights............................................................   9
     3.1   Grants.........................................................................   9
     3.2   Pricing Limits.................................................................   9
     3.3   Exercise of Stock Appreciation Rights..........................................   9
     3.4   Payment........................................................................  10
     3.5   Limited Stock Appreciation Rights..............................................  10

4.   Restricted Stock Awards..............................................................  10
     4.1   Grants.........................................................................  10
     4.2   Restrictions...................................................................  11
     4.3   Limit on Number of Restricted Shares...........................................  11
     4.4   Return to the Company..........................................................  11

5.   Performance Share Awards and Stock Bonuses...........................................  12
     5.1   Grants of Performance Share Awards.............................................  12

TABLE OF CONTENTS
(CONTINUED)

                                                                                           PAGE
     5.2   Special (Section 162(m)) Performance-Based Share Awards........................  12
     5.3   Other Stock Bonuses............................................................  13
     5.4   Deferred Payments..............................................................  14
     5.5   Cash Bonuses...................................................................  14
     5.6   Alternative Payments...........................................................  14

6.   Other Provisions.....................................................................  14
     6.1    Rights of Eligible Persons, Participants and Beneficiaries....................  14
     6.2    Adjustments; Acceleration.....................................................  15
     6.3    Effect of Termination of Service on Awards....................................  17
     6.4    Compliance with Laws..........................................................  17
     6.5    Tax Matters...................................................................  18
     6.6    Plan Amendment, Termination and Suspension....................................  18
     6.7    Privileges of Stock Ownership.................................................  19
     6.8    Effective Date of the Plan....................................................  19
     6.9    Term of the Plan..............................................................  19
     6.10   Governing Law/Construction/Severability.......................................  19
     6.11   Captions......................................................................  20
     6.12   Stock-Based Awards in Substitution for Stock Options or Awards Granted
             by Other Corporations........................................................  20
     6.13   Non-Exclusivity of Plan.......................................................  20

7.   Definitions..........................................................................  20

8.   Non-Employee Director Options........................................................  26
     8.1   Participation..................................................................  26
     8.2   Option Grants..................................................................  26
     8.3   Option Price...................................................................  26
     8.4   Option Period and Exercisability...............................................  27
     8.5   Termination of Directorship....................................................  27
     8.6   Adjustments; Acceleration Upon a Change in Control Event; Termination..........  27

(a) grant Awards to Eligible Persons, determine the effective date of grant (which may be a date after but not before the Committee's authorization of the Award), determine the price at which securities will be offered or awarded and the amount of securities to be offered or awarded to any of such persons, determine the other specific terms and conditions of such Awards consistent with the express limits of this Plan, establish the installments (if any) in which such Awards will become exercisable or will vest, or determine that no delayed exercisability or vesting is required, and establish the events of termination or reversion of such Awards, all consistent with the express limits of this Plan;

(b) approve the forms of Award (which need not necessarily be identical either as to type of Award or among Participants);

(c) construe and interpret this Plan and any agreements defining the rights and obligations of the Company and Eligible Persons under this Plan, further define the terms used in this Plan, and prescribe, amend and rescind rules and regulations relating to the administration of this Plan;

(d) cancel, modify, or waive the Company's rights with respect to, or modify, discontinue, suspend, or terminate any or all outstanding Awards held by Eligible Persons, subject to any required consent under
Section 6.6;

(e) accelerate or extend the exercisability or extend the term of any or all such outstanding Awards within the limitations under Section 1.6; and

(f) make all other determinations and take such other action as contemplated by this Plan or as may be necessary or advisable for the administration of this Plan and the effectuation of its purposes.

Notwithstanding the foregoing, the provisions of Section 8 relating to Non- Employee Director Awards will be automatic and, to the maximum extent possible, self-effectuating. To the extent required, any interpretation or administration of this Plan in respect of Awards under Section 8 shall be the responsibility of the Board.

note unless the note is adequately secured by collateral other than the shares of Common Stock. The portion of the exercise price for (or purchase price of) shares of Common Stock equal to the par value, if any, of any newly issued shares under this Plan must be paid in cash, for services rendered or other valid consideration.

(a) transfers to the Company,

(b) the designation of a beneficiary to receive benefits if the Participant dies or, if the Participant has died, transfers to or exercise by the Participant's beneficiary, or, in the absence of a validly designated beneficiary, transfers by will or the laws of descent and distribution,

(c) except in the case of ISOs, transfers pursuant to a qualified domestic relations order if approved or ratified by the Committee,

(d) if the Participant has suffered a disability that renders the Participant unable to legally act on his or her own behalf, permitted transfers or exercises on behalf of the Participant by the Participant's legal representative, or

(e) the authorization by the Committee of "cashless exercise" procedures with third parties who provide financing for the purpose of (or who otherwise facilitate) the exercise of Awards consistent with applicable laws and the express authorization of the Committee.

(a) in cash or by electronic funds transfer;

(b) by certified or cashier's check payable to the order of the Company;

(c) if authorized by the Committee or specified in the applicable Award Agreement, by a promissory note of the Participant consistent with the requirements of Section 1.8 and 6.4;

(d) by notice and third party payment in such manner as may be authorized by the Committee; or

(e) by the delivery of shares of Common Stock of the Company already owned by the Participant; provided that the Committee may in its absolute discretion limit the Participant's ability to exercise an Award by delivering such shares, and any

shares delivered that were initially acquired from the Company must have been owned by the Participant at least six months as of the date of delivery. Shares of Common Stock used to satisfy the exercise price of an Option will be valued at their Fair Market Value on the date of exercise.

Option and such Option by its terms is not exercisable after the expiration of five years from the date such Option is granted.

(a) the difference obtained by subtracting the exercise or base reference price per share of Common Stock under the related Award (if applicable) or the initial share value specified in the Award, from the Fair Market Value of a share of Common Stock on the date of exercise of the Stock Appreciation Right, by

(b) the number of shares with respect to which the Stock Appreciation Right has been exercised.

pledged or otherwise disposed of or encumbered, either voluntarily or involuntarily, until the restrictions on such shares have lapsed and the shares have become vested.

(a) a Participant receiving a Restricted Stock Award shall be entitled to vote such shares but shall not be entitled to dividends on any of the shares until the shares have vested; and

(b) all dividends shall be retained in a restricted account until the shares have vested and shall revert to the Company to the extent that they fail to vest.

of the performance achievement specified in the Award, in the event of the Participant's death, Retirement, or Total Disability, a Change in Control Event or in such other circumstances as the Committee (consistent with
Section 6.10.3(b), if applicable) may determine.

strategic goals or individual factors (or any combination of such criteria, goals, or factors).

Company as an entirety ("asset sale"); then the Committee shall, in such manner, to such extent (if any) and at such time as it deems appropriate and equitable in the circumstances:

(a) in any of such events, proportionately adjust any or all of (1) the number and type of shares of Common Stock (or other securities) that thereafter may be made the subject of Awards (including the specific maxima and numbers of shares set forth elsewhere in this Plan), (2) the number, amount and type of shares of Common Stock (or other securities or property) subject to any or all outstanding Awards, (3) the grant, purchase, or exercise price of any or all outstanding Awards, (4) the securities, cash or other property deliverable upon exercise of any outstanding Awards, or (5) (subject to limitations under Section 6.10.3(b)) the performance standards appropriate to any outstanding Awards, or

(b) in the case of a reclassification, recapitalization, merger, consolidation, combination, or other reorganization, spin off or asset sale, make provision for a cash payment or for the substitution or exchange of any or all outstanding share-based Awards or the cash, securities or property deliverable to the holder of any or all outstanding share-based Awards, based upon the distribution or consideration payable to holders of the Common Stock upon or in respect of such event.

In each case, with respect to Awards of Incentive Stock Options, no adjustment will be made that would cause the Plan to violate Section 424(a) of the Code or any successor provisions without the written consent of holders materially adversely affected thereby.

In any of such events, the Committee may take such action prior to such event to the extent that the Committee deems the action necessary to permit the Participant to realize the benefits intended to be conveyed with respect to the underlying shares in the same manner as is or will be available to shareholders generally.

(a) each Option and Stock Appreciation Right will become immediately exercisable,

(b) Restricted Stock will immediately vest free of restrictions, and

(c) each Performance Share Award will become payable to the Participant.

Any discretion with respect to these events shall be limited to the extent required by applicable accounting requirements in the case of a transaction intended to be accounted for as a pooling of interests transaction.

The Committee may override the limitations on acceleration in this Section 6.2.2 by express provision in the Award Agreement and may accord any Eligible Person a right to refuse any acceleration, whether pursuant to the Award Agreement or otherwise, in such circumstances as the Committee may approve. Any acceleration of Awards will comply with applicable legal requirements and, if necessary to accomplish the purposes of the acceleration or if the circumstances require, may be deemed by the Committee to occur (subject to Section 6.2.4) a limited period of time not greater than 30 days before the event.

Committee's mailing of the notice or, in the case of a Termination For Cause, the date of the mailing of the notice.

(either at the time of the Award or thereafter) to the Participant the right to elect, pursuant to such rules and subject to such conditions as the Committee may establish, to have the Company reduce the number of shares to be delivered by (or otherwise reacquire) the appropriate number of shares valued at their Fair Market Value, to satisfy such withholding obligation, determined in each case as of the trading day next preceding the applicable date of exercise, vesting or payment.

     by the Participant. No adjustment will be made for dividends or other
     rights as a shareholder for which a record date is prior to such date of
     delivery.

6.8  EFFECTIVE DATE OF THE PLAN.  This Plan is effective as of August 5, 1998,
     --------------------------
     the date of approval by the Board. The Plan shall be submitted for and
     subject to shareholder approval.

6.9  TERM OF THE PLAN.  No Award will be granted under this Plan after August 4,
     ----------------
     2008 (the "termination date"). Unless otherwise expressly provided in this
     Plan or in an applicable Award Agreement, any Award granted prior to the
     termination date may extend beyond such date, and all authority of the
     Committee with respect to Awards hereunder, including the authority to
     amend an Award, will continue during any suspension of this Plan and in
     respect of Awards outstanding on the termination date.

6.10  GOVERNING LAW/CONSTRUCTION/SEVERABILITY.
      ---------------------------------------

      6.10.1 CHOICE OF LAW. This Plan, the Awards, all documents evidencing
             -------------
      Awards and all other related documents will be governed by, and construed
      in accordance with the laws of the State of California.

      6.10.2 SEVERABILITY. If a court of competent jurisdiction holds any
             ------------
      provision invalid and unenforceable, the remaining provisions of this Plan
      will continue in effect.

      6.10.3  Plan Construction.

      (a)  RULE 16B-3.  It is the intent of the Company that the Awards and
           ----------
           transactions permitted by Awards generally satisfy and be interpreted
           in a manner that, in the case of Participants who are or may be
           subject to Section 16 of the Exchange Act, satisfies the applicable
           requirements of Rule 16b-3 so that such persons (unless they
           otherwise agree) will be entitled to the benefits of Rule 16b-3 or
           other exemptive rules under Section 16 of the Exchange Act in respect
           of those transactions and will not be subjected to avoidable
           liability.

      (b)  SECTION 162(M).  It is the further intent of the Company that (to the
           --------------
           extent the Company or Awards under this Plan may be or become subject
           to limitations on deductibility under Section 162(m) of the Code),
           the Initial Options and Options or SARs subsequently granted with an
           exercise or base price not less than Fair Market Value on the date of
           grant and Performance-Based Awards under Section 5.2 of this Plan
           that are granted to or held by a person subject to Section 162(m) of
           the Code will qualify as performance-based compensation or otherwise
           be exempt from deductibility limitations under Section 162(m) of the
           Code, to the extent that the Committee authorizing the Award (or the
           payment thereof, as the case may be) satisfies any applicable
           administrative requirements thereof. This Plan will be interpreted
           consistent with such intent.

6.11  CAPTIONS.  Captions and headings are given to the sections and subsections
      --------
      of this Plan solely as a convenience to facilitate reference. Such
      headings will not be deemed in any

                                       19

      way material or relevant to the construction or interpretation of this
      Plan or any provision thereof.

6.12  STOCK-BASED AWARDS IN SUBSTITUTION FOR STOCK OPTIONS OR AWARDS GRANTED BY
      -------------------------------------------------------------------------
      OTHER CORPORATIONS. Awards may be granted to Eligible Persons under this
      ------------------
      Plan in substitution for employee stock options, SARs, restricted stock or
      other stock-based awards granted by other entities to persons who are or
      who will become Eligible Persons in respect of the Company, in connection
      with a distribution, merger or reorganization by or with the granting
      entity or an affiliated entity, or the acquisition by the Company,
      directly or indirectly, of all or a substantial part of the stock or
      assets of the employing entity.

6.13  NON-EXCLUSIVITY OF PLAN.  Nothing in this Plan will limit or be deemed to
      -----------------------
      limit the authority of the Board or the Committee to grant awards or
      authorize any other compensation, with or without reference to the Common
      Stock, under any other plan or authority.

"Award" means an award of any Option, Stock Appreciation Right, Restricted Stock, Stock Bonus, performance share award, dividend equivalent or deferred payment right or other right or security that would constitute a "derivative security" under Rule 16a-1(c) of the Exchange Act, or any combination thereof, whether alternative or cumulative, authorized by and granted under this Plan.

"Award Agreement" means any writing setting forth the terms of an Award that has been authorized by the Committee.

"Award Date" means the date upon which the Committee took the action granting an Award or such later date as the Committee designates as the grant or award date at the time of the Award or, in the case of Awards under Section 8, the applicable dates set forth therein.

"Award Period" means the period beginning on an Award Date and ending on the expiration date of such Award.

"Beneficiary" means the person, persons, trust or trusts designated by a Participant or, in the absence of a designation, entitled by will or the laws of descent and distribution, to receive the benefits specified in the Award Agreement and under this Plan if the Participant dies, and means the Participant's executor or administrator if no other Beneficiary is designated and able to act under the circumstances.

"Board" means the Board of Directors of Korn/Ferry International.

"Change in Control Event" means any of the following:

(c) Approval by the Board and (if required by law) by shareholders of Korn/Ferry International of a plan to consummate the dissolution or complete liquidation of Korn/Ferry International; or

(d) during any period of two consecutive years, individuals who at the beginning of such period constituted the Board and any new director (other than a director designated by a person who has entered into an agreement or arrangement with Korn/Ferry International to effect a transaction described in clause (a) or (b) of this definition) whose appointment, election, or nomination for election was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the period or whose appointment, election or nomination for election was previously so approved, cease for any reason to constitute a majority of the Board;

For purposes of determining whether a Change in Control Event has occurred, a transaction includes all transactions in a series of related transactions.

"Code" means the Internal Revenue Code of 1986, as amended from time to time.

"Commission" means the Securities and Exchange Commission.

"Committee" means the Board or a committee appointed by the Board to administer this Plan, provided that any committee shall be comprised only of two or more directors subject to the following restrictions:

(a) In respect of any decision of the Committee made at a time when the Participant affected by the decision may be subject to Section 162(m) of the Code, and the Awards subject to such decision are intended to satisfy the requirements for exemption therefrom,

the decision shall be approved by a committee comprised of "outside directors" (as this term is defined in Section 162(m)) to the extent required by Section 162(m).

(b) In respect of any decision of the Committee made at a time when the Participant affected by the decision may be subject to Section 16(b) of the Exchange Act, and the Awards subject to such decision are intended to satisfy the requirements for exemption therefrom, the decision shall be approved by the Board or by a committee comprised of Non-Employee Directors (as this term is as defined in Rule 16(b)-3 of the Exchange Act) to the extent required by Rule 16(b)-3.

"Common Stock" means the Common Stock of Korn/Ferry International and such other securities or property as may become the subject of Awards, or become subject to Awards, pursuant to an adjustment made under Section 6.2 of this Plan.

"Company" means Korn/Ferry International, a California Corporation, its successors, and/or its Subsidiaries, as the context requires, provided that with respect to the Common Stock, or the grant, exercise, or disposition of an Award or the provisions of Sections 1.8, 5.2.1, 6.2.1, 6.2.3, 6.4 and 6.10, Company means only Korn/Ferry International.

"Eligible Employee" means an officer (whether or not a director) or employee of the Company.

"Eligible Person" means an Eligible Employee, or any Other Eligible Person, as determined by the Committee.

"Exchange Act" means the Securities Exchange Act of 1934, as amended from time to time.

"Excluded Person" means

(a) the Company

(b) any person described in and satisfying the conditions of Rule 13d- 1(b)(1) under the Exchange Act);

(c) any employee benefit plan of Korn/Ferry International;

(d) any affiliates (within the meaning of the Exchange Act), successors, or heirs, descendants or members of the immediate families of the individuals identified in part (b) of this definition.

"Fair Market Value" on any date means

(a) if the stock is listed or admitted to trade on a national securities exchange, the closing price of the stock on the Composite Tape of the principal national securities exchange on which the stock is so listed or admitted to trade, on such date, or, if there is no trading of the stock on such date, then the closing price of the stock as quoted on such Composite Tape on the next preceding date on which there was trading in such shares;

(b) if the stock is not listed or admitted to trade on a national securities exchange, the closing price for the stock on such date, as furnished by the National Association of

Securities Dealers, Inc. ("NASD") through the NASDAQ National Market Reporting System or a similar organization if the NASD is no longer reporting such information;

(c) if the stock is not listed or admitted to trade on a national securities exchange and is not reported on the National Market Reporting System, the mean between the bid and asked price for the stock on such date, as furnished by the NASD or a similar organization; or

(d) if the stock is not listed or admitted to trade on a national securities exchange, is not reported on the National Market Reporting System and if bid and asked prices for the stock are not furnished by the NASD or a similar organization, the value as established by the Committee at such time for purposes of this Plan.

Notwithstanding the foregoing, the Fair Market Value of the Common Stock for purposes of determining the exercise price of the Initial Options granted to employees under this Plan will be deemed to be the initial price at which the Common Stock is offered to the public in the IPO.

"Incentive Stock Option" or "ISO" means an Option that is designated and intended as an incentive stock option within the meaning of Section 422 of the Code, the award of that contains such provisions (including but not limited to the receipt of shareholder approval of this Plan, if the award is made prior to such approval) and is made under such circumstances and to such persons as may be necessary to comply with that section.

"Initial Options" means Options granted during or at the completion of an
IPO.

"IPO" means a bona fide, firm commitment underwritten public offering of the Common Stock pursuant to a registration statement on Form S-1 (or other applicable form) that is declared effective under the Securities Act that results in Korn/Ferry International becoming a registered company in respect of the Common Stock under the Exchange Act.

"Korn/Ferry International" means Korn/Ferry International, a California Corporation, and its successors (if any).

"Nonqualified Stock Option" means an Option that is designated as a Nonqualified Stock Option and will include any Option intended as an Incentive Stock Option that fails to meet the applicable legal requirements thereof. Any Option granted hereunder that is not designated as an incentive stock option will be deemed to be designated a nonqualified stock option under this Plan and not an incentive stock option under the Code.

"Non-Employee Director" for purposes of Section 8 means a member of the Board of Directors of Korn/Ferry International who is not an officer or employee of the Company or any 50% or greater parent corporation.

"Non-Employee Director Participant" means a Non-Employee Director who holds an outstanding Award under the provisions of Section 8.

"Option" means an option to purchase Common Stock granted under this Plan. The Committee will designate any Option granted to an Eligible Person as a Nonqualified Stock Option or an Incentive Stock Option.

"Performance Share Award" means an Award of a right to receive shares of Common Stock under Section 5.1, or to receive shares of Common Stock or other compensation (including cash) under Section 5.2, the issuance or payment of that is contingent upon, among other conditions, the attainment of performance objectives specified by the Committee.

"Person" means an association, a corporation, an individual, a partnership, a trust or any other entity or organization, including a governmental entity and a "person" as that term is used under Section 13(d) or 14(d) of the Exchange Act.

"Personal Representative" means the person or persons who, upon the disability or legal incompetence of a Participant, has acquired on behalf of the Participant, by legal proceeding or otherwise, the power to exercise the rights or receive benefits under this Plan by virtue of having become the legal representative of the Participant.

"Plan" means this Performance Award Plan, as may be amended from time to time.

"Restricted Shares" or "Restricted Stock" means shares of Common Stock awarded to a Participant under this Plan, subject to payment of such consideration, if any, and such conditions on vesting (which may include, among others, the passage of time, specified performance objectives or other factors) and such transfer and other restrictions as are established in or pursuant to this Plan and the related Award Agreement, for so long as such shares remain unvested or restricted under the terms of the applicable Award Agreement.

"Retirement" means retirement from active service as an employee or officer of the Company after age 65.

"Rule 16b-3" means Rule 16b-3 as promulgated by the Commission pursuant to the Exchange Act, as amended from time to time.

"Section 16 Person" means a person subject to Section 16(a) of the Exchange Act.

"Section 162(m)" means Section 162(m) of the Code and the regulations promulgated thereunder.

"Securities Act" means the Securities Act of 1933, as amended from time to time.

"Stock Appreciation Right" or "SAR" means a right authorized under this Plan to receive a number of shares of Common Stock or an amount of cash, or a combination of shares and cash, the aggregate amount or value of which is determined by reference to a change in the Fair Market Value of the Common Stock.

"Stock Bonus" means an Award of shares of Common Stock granted under this Plan for no consideration other than past services and without restriction other than such transfer or other restrictions as the Committee may deem advisable to assure compliance with law.

"Stock Unit" means a bookkeeping entry which serves as a unit of measurement relative to a share of Common Stock for purposes of determining the payment of a deferred benefit or right under the Plan.

"Subsidiary" means any corporation or other entity a majority of whose outstanding voting stock or voting power is beneficially owned directly or indirectly by Korn/Ferry International.

"Termination For Cause" means (unless otherwise expressly provided in the Award Agreement or another contract) a termination of service, based upon a finding by the Company, acting in good faith and based on its reasonable belief at the time, that the Participant:

(a) is or has been dishonest, incompetent, or negligent in the discharge of his or her duties to the Company; or has refused to perform stated or assigned duties; or

(b) has committed a theft or embezzlement, or a breach of confidentiality or unauthorized disclosure or use of inside information, customer lists, trade secrets or other confidential information, or a breach of fiduciary duty involving personal profit, or a willful or negligent violation of any law, rule or regulation or of Company rules or policy, in any material respect; or has been convicted of a felony or misdemeanor (other than minor traffic violations or similar offenses); or

(c) has materially breached any of the provisions of any agreement with the Company or a parent corporation; or

(d) has engaged in unfair competition with, or otherwise acted intentionally in a manner injurious to the reputation, business or assets of the Company; or has induced a customer to break or terminate any contract with the Company or an affiliate; or has induced any principal for whom the Company (or an affiliate) acts as agent to terminate such agency relationship.

A Termination For Cause shall be deemed to occur (subject to reinstatement upon a contrary final determination by the Board or Committee) on the date when the Company first delivers notice to the Participant of a finding of Termination For Cause and shall be final in all respects on the date following the opportunity to be heard and written notice to the Participant that his or her service is terminated.

"Total Disability" means any medically determinable physical or mental condition or impairment which prevents the Participant from performing the essential functions of his or her

job with the Company that can be expected to result in death or that has lasted or can be expected to last for a period of 90 consecutive days or for shorter periods aggregating 180 days in any consecutive 12 month period.

Exhibit 10.3

(domestic version,
which is the same
in all material
respects as the
international
version)

The purpose of this Korn/Ferry International Worldwide Executive Benefit ("WEB") Retirement Plan for U.S. Executives (the "Plan") is to provide supplemental retirement benefits for eligible individuals who are Vice Presidents or above and shareholders of Korn/Ferry International (the "Company") and its Affiliates and are covered under the Company's Employee Tax- Deferred Savings (401(k)) Plan. In general, this Plan will cover eligible individuals who are United States citizens, permanent legal residents and taxpayers. The Plan will be effective as of January 1, 1997. Individuals who retired or terminated employment with the Company and its Affiliates prior to January 1, 1997 will not be eligible to participate in or receive benefits under the Plan.

ARTICLE I

When used herein, the following words shall have the following meanings unless the content clearly indicates otherwise:

ARTICLE II

ARTICLE III

(a) The amount of the monthly retirement benefit payable to a Participant commencing at age 65 will be a specific percentage (determined as set forth below) of the Participant's Final Average Salary. The specific percentage will be the cumulative accrual percentage earned by the Participant, which will be the sum of the annual accrual percentages awarded to the Participant for each complete Plan Year of service, up to a maximum of 20 years of service.

(b) A Participant will only earn benefits under the Plan for service after the Effective Date (or service after May 1, 1994, as provided below) while actively employed on a full-time basis (at least 30 hours per week). No annual accrual percentage will be awarded to a Participant for any Plan Year (or any portion of a Plan Year) during which the Participant was not in active, full- time employment (at least 30 hours per week) with the Company or its Affiliates during the entire Plan Year.

(c) Annual accrual percentages will be awarded retroactively to a Participant commencing with the later of the Plan Year which began on May 1, 1995, or the first Plan Year in

which the Participant met the eligibility requirements to participate in the Plan. A Participant's cumulative accrual percentage will be the sum of the annual accrual percentages awarded to the Participant during the first 20 years of full-time service as a Participant in the Plan. A Participant will not accrue any additional annual accrual percentages under the Plan after the first 20 years of full-time service while participating in the Plan.

(d) The target annual accrual percentages will be one-twentieth (1/20) of the target retirement percentages for each Plan Year, as set forth in the Annual Benefits Schedule for this Plan which will be issued by the Company and is subject to change by the Company from time to time in its complete and sole discretion. Actual awards for each Plan Year will be determined by the Board and may vary from the target awards. Annual accrual percentages awarded under the Plan for each Plan Year will be based on the Company's success in meeting its profitability goals for the Plan Year. If the Company does not meet the profitability goals which are established by the Board for a particular Plan Year, a reduced annual accrual percentage (which may be zero) may be awarded under the Plan for that Plan Year. In a Plan Year when the Company exceeds its profitability goals, the Board, in its sole discretion, may determine to award annual accrual percentages which exceed the target awards. Any increase or decrease in the actual awards from the target awards for a Plan Year will be made ratably on the same proportionate basis for all Participants in the Plan. There is no guarantee by the Company of any total retirement benefit under the Plan.

(e) The Participant's annual accrual percentage and cumulative accrual percentage will be reported for each Plan Year in an Annual Benefit Statement issued by the Company to the Participant. In the event of any difference between the annual or cumulative accrual percentages set forth in the most recent Annual Benefit Statement issued to the Participant and the percentages determined from the Annual Benefits Schedule, the annual and cumulative accrual percentages determined from the Annual Benefits Schedules issued by the Company shall be controlling.

(f) A Participant will be 100% vested at all times in the annual and cumulative accrual percentages which have been earned by the Participant under the Plan, except as provided in Sections 3.10 and 3.11.

(a) Early retirement means termination of service with the Company and its Affiliates after a Participant attains age 55, but before attaining age 65.

(b) Normal retirement means termination of service with the Company and its Affiliates when a Participant attains age 65.

(c) Late retirement means termination of service with the Company and its Affiliates when a Participant continues in employment after age 65.

Participants. A Participant may, however, elect payment in one of the following forms:

(1) Single life annuity

(2) Single life annuity with 10 year certain

(3) Joint & 50% survivor annuity

(4) Joint & 100% survivor annuity

Spousal consent is required for all elections by married Participants.

Retirement benefits must commence no later than May 1 or November 1 following the month in which a Participant attains age 70, even if the Participant is still employed with the Company or its Affiliates. If a Participant is actively employed on a full-time basis past age 65, the Participant will continue to earn additional annual accrual percentages up to the maximum of the first 20 years of full-time service while participating in

the Plan. If the Participant is still working at the time when retirement benefit payments commence, the initial retirement benefit payments will be based on the Participant's accrued retirement benefit on the date when payments commence. If the Participant continues to accrue additional retirement benefits, the retirement benefit payments will be adjusted each year to reflect the additional accrual, if any. No adjustment shall be made for past retirement benefit payments.

All payments of retirement benefits are subject to the limitations of Sections 3.10 and 3.11.

A Participant may change the election of form and commencement date of retirement benefit payments at any time prior to 12 months before the Participant's early, normal or late retirement without a penalty, but in no event later than age 65, except as provided below. A Participant may make a subsequent change in the election of form and commencement date of retirement benefit payments within 12 months prior to early, normal or late retirement or after age 65 with a 10% penalty.

In the event of a change in a Participant's marital status or the death of a Participant's designated Beneficiary after a Participant attains age 65, the Participant may change the election of form and commencement date or retirement benefit payments without a penalty at any time prior to 12 months before retirement benefit payments commence.

In no event may a Participant change the form or commencement date of retirement benefit payments (or the Beneficiary designated to receive any survivor benefits following the Participant's death) after retirement benefit payments have commenced, either with or without a penalty.

commencement date of retirement benefits in the same manner as for any other Participant.

the Plan. For purposes of this Plan, "cause" means the Participant's (i) commission of a crime, (ii) refusal to follow, without good cause, directions of the Board, (iii) misappropriation of property or money from the Company or its Affiliates, (iv) commission of any act resulting in material harm to the financial condition or reputation of the Company or its Affiliates, or (v) commission of any fraudulent act relating to or arising out of the Participant's employment. Notwithstanding any date of retirement or voluntary termination of employment by the Participant, if the Company or any of its Affiliates notifies the Participant that he or she is being terminated for cause within 90 days of such date of retirement or voluntary termination by the Participant, the Participant shall be considered terminated for cause for purposes of this Plan.

ARTICLE IV

Company. A subsequent marriage or divorce of the Participant prior to commencement of retirement benefit payments shall revoke all prior designations of a Beneficiary. A Participant may not change his or her Beneficiary after retirement benefit payments commence.

ARTICLE V

ERISA). The Committee may delegate its duties and responsibilities as it, in its sole discretion, deems necessary or appropriate to the execution of such duties and responsibilities. The Committee as a whole or any of its members may serve in more than one capacity with respect to the Plan. A member of the Committee shall not vote or act upon any matter which relates solely to the member in his or her individual capacity as a Participant.

Except to the extent expressly reserved to the Company or the Board, the Committee shall have all powers necessary to administer the Plan and to satisfy the requirements of any applicable laws. These powers shall include, by way of illustration and not limitation, the exclusive powers and discretionary authority necessary to:

(a) construe and interpret the Plan; declare and amend the Annual Benefits Schedule; decide all questions of eligibility, including whether a person shall participate in the Plan for U.S. or International Executives; decide all questions of fact relating to claims for benefits; and determine the

amount, time, manner, method, and mode of payment of any benefits hereunder;

(b) direct the Company and/or the trustee of any trust established at the discretion of the Company to provide for the payment of benefits under the Plan, including the amount, time, manner, method, and mode of payment of any benefits hereunder;

(c) prescribe procedures to be followed and forms to be used by Participants and/or other persons in filing applications or elections;

(d) prepare and distribute, in such manner as may be required by law or as the Committee deems appropriate, information explaining the Plan; provided, however, that no such explanation shall contravene the terms of this Plan or increase the rights of any Participant or Beneficiary or the liabilities of the Company; and

(e) perform all functions otherwise imposed upon a plan administrator by ERISA which are not expressly reserved to the Company or the Board.

ARTICLE VI

Subject to the limitations of Article VII, the Board may, at any time in its complete and sole discretion, amend or terminate the Plan in whole or in part, change the benefits under the Plan, or otherwise modify the Annual Benefits Schedule for the Plan, provided that no such action may deprive Participants or Beneficiaries of benefits which have accrued prior to such action. Written notice of any amendment or termination of the Plan shall be given to each affected Participant in the Plan.

ARTICLE VII

In the event of a "Change of Control" of the Company (as defined below), the Plan may not be amended or terminated, and the Annual Benefits Schedule and benefits under the Plan may not be modified or changed, during the two year period after the Change of Control. All Participants who remain in employment with the Company or its Affiliates shall continue to accrue benefits under the Plan for the Plan Years which commence during such two year period in accordance with the provisions of the Plan.

For purposes of this Plan, a "Change of Control" shall mean (i) the sale or other transfer of 50% or more of the voting stock of the Company, other than to (a) shareholders of the Company, (b) a pension, profit-sharing, stock bonus or similar

plan established for the benefit of employees of the Company or its Affiliates or (c) an entity in which the former shareholders of the Company hold 50% or more of the value of the outstanding stock; (ii) a merger, consolidation, business combination or other reorganization of the Company in which the former shareholders of the Company hold 50% or more of the value of the outstanding stock; or (iii) the sale or other transfer of all or substantially all of the assets of the Company, other than to (a) shareholders of the Company, (b) a pension, profit-sharing, stock bonus or similar plan established for the benefit of employees of the Company or its Affiliates or (c) an entity in which the former shareholders of the Company hold 50% or more of the value of the outstanding stock.

ARTICLE VIII

expenses of any arbitration shall be awarded by the arbitrator(s).

Company shall withhold any taxes required to be withheld by the federal or any state or local government from payments made hereunder.

extent any benefits provided under the Plan are actually paid from any such trust, the Company shall have no further obligation with respect thereto, but to the extent not so paid, such benefits shall remain the obligation of, and shall be paid by, the Company.

ARTICLE IX

The Company and its Affiliates assume no responsibility, and do not purport to provide any tax or legal advice or counsel, with respect to any tax consequences or liabilities which result from the benefits which are provided under this Plan. Participants and Beneficiaries must look solely to their own tax and legal advisers for such advice and counsel.

KORN/FERRY INTERNATIONAL

                               By: /s/ Peter L. Dunn
                                 -----------------------------------------
                                 Title:

Attest:



By: /s/ Kristine E. Key
    -------------------------------
    Title:

KORN/FERRY INTERNATIONAL
WORLDWIDE EXECUTIVE BENEFIT
RETIREMENT PLAN
FOR U.S. EXECUTIVES

                         May 1, 1994 to April 30, 1995
--------------------------------------------------------------------------------

                       WEB TARGET                            WEB TARGET
 COUNTRY        NORMAL RETIREMENT BENEFIT*          ANNUAL ACCRUAL PERCENTAGE**
--------------------------------------------------------------------------------
United        .25% of Final Average Salary         .00% of Final Average Salary
States
--------------------------------------------------------------------------------

* After 20 Plan Years of full-time service as a Participant in the Plan. ** For each full Plan Year of full-time service (to a maximum of 20) as a Participant in the Plan.

A supplemental contribution was made to the 401(k) plan for the 1994 Plan Year on behalf of eligible participants.

    1/1/97                                /s/ Peter L. Dunn
-------------------------------          --------------------------------------
Date                                     Signature

                         MAY 1, 1995 TO APRIL 30, 1996
--------------------------------------------------------------------------------

                         WEB TARGET                        WEB TARGET
COUNTRY          NORMAL RETIREMENT BENEFIT*       ANNUAL ACCRUAL PERCENTAGE**
--------------------------------------------------------------------------------

United States  9.25% of Final Average Salary   0.4625% of Final Average Salary

* After 20 Plan Years of full-time service as a Participant in the Plan. ** For each full Plan Year of full-time service (to a maximum of 20) as a Participant in the Plan.

     1/1/97                              /s/ Peter L. Dunn
-------------------------------         -------------------------------
Date                                    Signature

                         MAY 1, 1996 TO APRIL 30, 1997
--------------------------------------------------------------------------------

                         WEB TARGET                        WEB TARGET
COUNTRY          NORMAL RETIREMENT BENEFIT*       ANNUAL ACCRUAL PERCENTAGE**
--------------------------------------------------------------------------------

United States  9.25% of Final Average Salary    .4625% of Final Average Salary

* After 20 Plan Years of full-time service as a Participant in Plan. ** For each full Plan Year of full-time service (to a maximum of 20) as a Participant in the Plan.

     4/30/97                              /s/ Peter L. Dunn
-------------------------------         -------------------------------
Date                                    Signature

Exhibit 10.4

(domestic version,
which is the same
in all material
respects as the
international
version)

The purpose of this Korn/Ferry International Worldwide Executive Benefit ("WEB") Life Insurance Plan for U.S. Executives (the "Plan") is to provide life insurance coverage for eligible individuals who are Vice Presidents or above and shareholders of Korn/Ferry International (the "Company") and its Affiliates and are eligible under the Company's U.S. group life insurance plan. In general, this Plan will cover eligible individuals who are United States citizens, permanent legal residents and taxpayers. The Plan will be effective as of January 1, 1997.

ARTICLE I

When used herein, the following words shall have the following meanings unless the content clearly indicates otherwise:

available under this Plan and may be changed by the Company from time to time in its complete and sole discretion.

ARTICLE II

being notified in writing that his or her participation has been approved by the Company.

amount of life insurance coverage under the Plan. A Participant's coverage under the Plan will be limited to the coverage issued by the Insurance Company. If a Participant's Base Salary is reduced, the amount of his or her life insurance coverage under this Plan will decrease on the next Coverage Adjustment Date.

ARTICLE III

by the Company shall be controlling, subject to the limitations set forth below.

or after a Participant's retirement or termination of employment. The Participant will have no right to borrow or withdraw cash value from a Policy.

The Participant may specify in writing to the Company the Beneficiary or Beneficiaries for his or her life insurance coverage under this Plan. Upon receipt of a written request from the Participant, the Company will immediately take such action as shall be necessary to implement such Beneficiary designation. Any death benefits under Policies on the life of the Participant that exceed the amount payable to the Participant's Beneficiary under this Plan shall be payable to the Company. Notwithstanding any other provision of this Plan, the Company shall be entitled to receive death benefits under each Policy issued under this Plan of not less than the Net Cumulative Premiums paid by the Company on such Policy.

The Company shall notify the Insurance Company of the portion of the death benefit under each Policy to which the Participant is entitled under the Plan. The Participant's interest in the Policy shall be subject to the terms and conditions of the Plan.

ARTICLE IV

When a Participant terminates employment with the Company for any reason, the Participant may elect to purchase the Policy providing the Participant's coverage under the Plan for a lump sum cash payment equal to the cash value of the Policy. A Participant who purchases a Policy will thereafter be required to pay all future premiums on the Policy.

A Participant must notify the Company in writing of his or her interest in purchasing a Policy within thirty (30) days

after termination of employment. Upon receipt of such notification, the Company will provide information about the Policy to the Participant, including premiums, cash value and a Policy illustration. The Participant must elect in writing to purchase the Policy and make a lump sum cash payment of the full purchase price for the Policy to the Company within thirty (30) days after receipt of information about the Policy from the Company. A Participant's life insurance coverage under this Plan will remain in effect after termination of employment during the period when the Participant is entitled to purchase the Policy providing his or her life insurance coverage under the Plan. Any Participant who dies during the period while he or she is entitled to purchase the Policy will automatically be deemed to have elected to purchase the Policy.

If the Participant does not timely elect to purchase the Policy, the Participant's life insurance coverage under the Plan will automatically cease, and all incidents of ownership of the Policy (if any) held by the Participant shall automatically be transferred to the Company. After the Participant purchases the Policy, or the Participant's incidents of ownership of the Policy are transferred to the Company, the Company shall have no further legal or equitable obligations of any kind to the Participant under this Plan.

ARTICLE V

Any Participant whose life insurance coverage has been in force at least two years and is eliminated pursuant to Article VIII of this Plan (without being replaced with an equivalent amount of coverage under another plan of the Company) shall have the option to purchase the Policy providing his or her life insurance coverage under this Plan immediately prior to the elimination of such coverage. The purchase price and terms and procedures for purchase shall be the same as under Article IV, except that the applicable time periods shall commence upon elimination of coverage, rather than termination of employment.

ARTICLE VI

Company, and no notice to any Beneficiary nor consent by any Beneficiary shall be required to effect any such change or revocation except as provided below. The spouse of a married Participant must consent in writing to any designation of a Beneficiary other than the spouse. Any designation of a Beneficiary for a married Participant other than the spouse of such Participant will be null and void without the written consent of the spouse in the form required by the Company. A subsequent marriage or divorce of the Participant shall revoke all prior designations of a Beneficiary, except for any prior designation which was irrevocable.

ARTICLE VII

administration of the Plan, such action shall be taken by the Committee unless the Committee's power is expressly limited herein or by operation of the law. The Committee shall be the Plan "Administrator" (as such term is defined in
Section 3(16)(A) of ERISA). The Committee may delegate its duties and responsibilities as it, in its sole discretion, deems necessary or appropriate to the execution of such duties and responsibilities. The Committee as a whole or any of its members may serve in more than one capacity with respect to the Plan. A member of the Committee shall not vote or act upon any matter which relates solely to the member in his or her individual capacity as a Participant.

Except to the extent expressly reserved to the Company or the Board, the Committee shall have all powers necessary to administer the Plan and to satisfy the requirements of any applicable laws. These powers shall include, by way of illustration and not limitation, the exclusive powers and discretionary authority necessary to:

(a) construe and interpret the Plan; declare and amend the Annual Benefits Schedule; decide all questions of

eligibility, including whether a person shall participate in the Plan for U.S. or International Executives; decide all questions of fact relating to claims for benefits; and determine the amount, time, manner, method, and mode of payment of any benefits hereunder;

(b) direct the Company and/or the trustee or custodian of any trust or custodial account established at the discretion of the Company to provide for the payment of benefits under the Plan, including the amount, time, manner, method, and mode of payment of any benefits hereunder;

(c) prescribe procedures to be followed and forms to be used by Participants and/or other persons in filing applications or elections;

(d) prepare and distribute, in such manner as may be required by law or as the Committee deems appropriate, information explaining the Plan; provided, however, that no such explanation shall contravene the terms of this Plan or increase the rights of any Participant or Beneficiary or the liabilities of the Company; and

(e) perform all functions otherwise imposed upon a plan administrator by ERISA which are not expressly reserved to the Company or the Board.

ARTICLE VIII

Subject to the limitations of Article V, the Board may, at any time in its complete and sole discretion, amend or terminate the Plan in whole or in part, change the amount of coverage under the Plan, or otherwise modify the Annual Benefits Schedule for the Plan. Except as provided in Article V, the Company is not obligated to continue any life insurance benefit, any insurance coverage or any insurance policy after such action. Written notice of any amendment or termination of the Plan shall be given to each affected Participant in the Plan.

ARTICLE IX

Company may deem necessary and taking such other relevant action as may be requested by the Company. If a Participant refuses so to cooperate, the Company shall have no further obligation to the Participant or his or her Beneficiary under the Plan. If a Participant makes any material misstatement of information or nondisclosure of medical history or commits suicide within two years after becoming a Participant in the Plan, then no benefits will be payable hereunder to such Participant's Beneficiary, provided, that in the Company's sole discretion benefits may be payable in an amount reduced to compensate the Company for any loss, cost, damage or expense suffered or incurred by the Company as a result in any way of any such action, misstatement or nondisclosure.

State of California, except insofar as state law is preempted by ERISA.

ARTICLE X

The Company and its Affiliates assume no responsibility, and do not purport to provide any tax or legal advice or counsel, with respect to any tax consequences or liabilities which result from the life insurance coverage and benefits which are provided under this Plan. Participants and Beneficiaries must look solely to their own tax and legal advisers for such advice and counsel.

IN WITNESS WHEREOF, the Company has caused this Worldwide Executive Benefit Life Insurance Plan for U.S. Executives to be executed this 31st day of December, 1996, effective as of January 1, 1997.

KORN/FERRY INTERNATIONAL

                                             By /s/ Peter L. Dunn
                                                -------------------------
                                                Title:

Attest:

By /s/ Kristine E. Key
   -------------------------
   Title:

KORN/FERRY INTERNATIONAL
WORLDWIDE EXECUTIVE BENEFIT
LIFE INSURANCE PLAN
FOR U.S. EXECUTIVES

The life insurance coverage for each Participant is subject to all of the terms of the Korn/Ferry International Worldwide Executive Benefit Life Insurance Plan for U.S. Executives. The Company will furnish an Annual Benefit Statement to each Participant which will set forth the actual amount (in U.S. dollars) of his or her life insurance coverage under the Plan for the applicable year. The amount of life insurance coverage will be based on this Annual Benefits Schedule. In the event of any difference between the amount set forth in the most recent Annual Benefit Statement issued to the Participant and the amount determined from this Annual Benefits Schedule, the amount determined from the most recent Annual Benefits Schedule issued by the Company shall be controlling, subject to the limitations set forth in the Plan. In particular, the amount of life insurance coverage will in all events be limited to the amount of coverage issued by the Insurance Company on the Participant under the Plan less the Net Cumulative Premiums paid by the Company. The Company reserves the right, at any time in its complete and sole discretion, to amend or terminate the Plan in whole or in part, change the amount of coverage under the Plan or otherwise modify this Annual Benefits Schedule.

     COUNTRY         GOVERNMENT & KF       WEB - LIFE INSURANCE
                     PROGRAM OFFSET             PLAN BENEFIT
--------------------------------------------------------------------

   United States          $50,000       3x Base Salary less $50,000

a. Effective January 1, 1997
b. Rounded to the nearest $10,000

     4/30/97                             /s/ Peter L. Dunn
-------------------------                -----------------------------
Date                                     Signature

               MAY 1, 1997 TO APRIL 30, 1998
----------------------------------------------------------------

   COUNTRY         GOVERNMENT & KF          WEB - LIFE INSURANCE
                   PROGRAM OFFSET               PLAN BENEFIT
----------------------------------------------------------------

 United States        $50,000       3x Base Salary less $50,000

a. Coverage increases effective June 1

      4/30/98                           /s/ Peter L. Dunn
-----------------------------           -------------------------
Date                                    Signature

DELAMLIFE DELAWARE AMERICAN Exhibit 10.5

LIFE INSURANCE COMPANY
P.O BOX 667, WILMINGTON, DELAWARE 19899
A CAPITAL STOCK COMPANY

ACCEPTANCE - LONG TERM DISABILITY INSURANCE POLICY

Policy GLTD-3201 issued to Korn/Ferry International (the Policyholder) is hereby accepted.

Signed for the Policyholder:

       /s/ Kristine E. Key
----------------------------------------
                Signature

Signed for Delaware American Life Insurance Company:

       /s/ Michael F. McGarrity


               REGISTRAR
----------------------------------------
                 Title

           December 31, 1996
----------------------------------------
                  Date

DELAMLIFE DELAWARE AMERICAN

LIFE INSURANCE COMPANY
P.O. BOX 667, WILIMINGTON, DELAWARE 19899
A CAPITAL STOCK COMPANY
(hereinafter called the Company)

GROUP

LONG TERM DISABILITY INSURANCE

ADMINISTRATION MANUAL

FOR

KORN/FERRY INTERNATIONAL

A. Policy Number: GLTD-3201

B. Program Effective: January 1,1997

C. Program Anniversary Date: January 1, 1998 and January 1 of each year thereafter.

D. Employees eligible are: All active, full-time executive employees who are classified as vice presidents who become shareholders and who (a) reside outside of the USA and (b) normally work at least 30 hours per week

E. Waiting Period for new employees (the period of employment required before an employee is eligible to join this program):
None

F. Insurance for new employees is effective on the date the Waiting Period has been completed.

G. Schedule of Benefits - Below - subject to a maximum monthly benefit of

    $10,000

     LOCATION                              AMOUNT OF INSURANCE
     --------                              -------------------

1.   Austria                            54% of Basic Monthly Earnings
2.   Brazil                             40% of Basic Monthly Earnings
3.   Canada                             31% of Basic Monthly Earnings
4.   Germany                            18% of Basic Monthly Earnings
5.   Hong Kong                          35% of Basic Monthly Earnings
6.   Hungary                            25% of Basic Monthly Earnings
7.   Luxembourg                         15% of Basic Monthly Earnings
8.   Mexico                             10% of Basic Monthly Earnings
9.   Norway                             30% of Basic Monthly Earnings
10.  Singapore                          40% of Basic Monthly Earnings
11.  Spain                              40% of Basic Monthly Earnings
12.  Switzerland                        30% of Basic Monthly Earnings

*****IMPORTANT*****

Subject to all other provisions of the Group Policy, no change in an employee's Amount of Insurance due to a change in location will become effective until the Company is notified of such change.

H. Rate: 1.61% of Total Covered Benefit per month

I. EliminationPeriod: 180 days

A period of consecutive days of total disability commencing with the first day for which no monthly benefit is payable. Premiums must be paid for the insured during the Qualifying Period.

J. Date Premium is due and Premium Accounting Period:

Due Date: First of the Month

Premium Accounting Period: Monthly

K. Insurance is terminated at: Retirement.

L. Enrollment cards, application cards, change forms, termination information and premium should be sent to:

Delaware American Life Insurance Company P.O. Box 667
Wilmington, DE 19899 U.S.A.

ATTN: GMD Administration

M. Claim forms and claim related questions should be directed to:

Delaware American Life Insurance Company P.O. Box 667
Wilmington, DE 19899 U.S.A.

ATTN: GMD Claims - 7th Floor

While this manual describes certain features of your program in general terms, it is not to be considered part of the master policy. The conditions, limitations and exclusions of the master policy determine the program and govern the contents of this administration manual.

1) All employees eligible (D of the Summary) will be furnished an enrollment form together with whatever announcement material you are using to describe your plan (if any).

2) All enrollment forms should be checked to confirm they are complete, legible and signed by the employee. Much unnecessary extra work can be avoided if all forms can be easily read by everyone. Enrollment forms should be processed as follows:

a) All information should be typed or printed.

b) The full name of the employee must be shown. A married woman's name should be stated as "Mary A. Doe" not "Mrs. John A. Doe".

3) When completed enrollment forms are returned, enter your Policy Number (A of the Summary) in the space provided and forward the forms to the Insurance Company. This should be done in advance of the effective date when possible. Be sure the employee has signed and dated the form.

Insurance for employees eligible on or prior to the original effective date of the program who enroll on or prior to such effective date will become effective on the program's effective date.

For employees who enroll after the effective date of the program and within 30 days of becoming eligible, insurance will be effective in accordance with F of the Summary.

For employees who must submit an application with answers to health questions, insurance will become effective upon approval of the application by the Insurance Company.

However, eligible employees absent from work by reason of injury or sickness on the date insurance would otherwise become effective will become insured when they have returned to work on a full-time basis.

After each employee's enrollment form has been processed, he or she is to receive a Certificate of Insurance.

Lost Certificate-

An insured employee who loses his or her Certificate of Insurance may secure a duplicate from his or her employer.

Changes (additions and deletions) are to be listed on the census and submitted along with new enrollment cards; beneficiary changes, etc.

Premium payments should be sent to:

Delaware American Life Insurance Company P.O. Box 667
Wilmington, DE 19899
U.S.A.

ATTN: GMD Administration

The changes indicated on the Census will be reflected on the next bill

The remittance, any Group Adjustment Reports, new enrollment cards, beneficiary changes, etc. should be attached to the Group Premium Statement and forwarded to the location shown in Section L. of this Summary.

The insurance of an insured employee will immediately terminate on the earliest of the following dates:

1) On the date the employee is no longer an eligible employee (D and K of the summary), withdraws from the program, or takes a leave of absence or furlough in excess of 30 days (for reasons other than disability);

2) As of any premium due date, if the employer fails to pay the required premium for the employee except as the result of an inadvertent error, subject to the grace period provided in the Policy;

3) On the date the employee ceases to be eligible by reason of attained age (K of the Summary); or

4) On the date the Master Policy is terminated.

Termination of the Master Policy or of an employee's coverage for any reason will not affect any claims originating prior to termination.

When an employee's insurance terminates, cross the employee's name off the next billing statement.

Naturally, this is one of the most important phases of this program. So that our best service may be provided to your employees, please follow the claim procedures described below carefully.

A Preliminary Statement of Disability must be completed for every claim about one (1) month prior to the completion of the Qualifying Period (defined in the Summary of Benefits section).

1. Have the employee complete the EMPLOYEE section of the claim form.

2. We suggest that the Administrator indicate the Policy Number in the Employer section and forward the form to the attending physician noting to him or her that the form should be returned to you. (You are then certain that the form is submitted properly.)

NOTE: Any and all medical or other personal information obtained from an applicant, insured or physician on behalf of the Insurance Company is to be held in the strictest confidence by the policyholder and will not be used for any purpose other than insurance administration. Such information will be used solely by the Insurance Company for insurance purposes.

3. Once returned by the physician, you (the policyholder) should complete the EMPLOYER section.

4. Attach a copy of the claimant's job description to the claim form.

NOTE: If the disabled employee is over age 55 when the claim is originally submitted, also forward a copy of his or her birth certificate.

Supplementary Claim forms to be completed by the employee and his or her physician will be provided periodically.

WAIVER OF PREMIUM (discontinuing employee premium payments to the Insurance Company)

Upon the start of benefit payments and only upon notification from the Insurance Company premium payments for the claimant should be discontinued. Report this as a termination. (Refer to the EMPLOYEE TERMINATION section.)

When the claimant returns to work, report this as an addition on your next report.

DELAWARE AMERICAN
LIFE INSURANCE COMPANY
P.O. BOX 667, WILMINGTON, DELAWARE 19899
A CAPITAL STOCK COMPANY
(hereinafter called the Company)

POLICYHOLDER: Korn/Ferry International

GROUP POLICY NUMBER: GLTD-3201

EFFECTIVE DATE: January 1, 1997

POLICY ANNIVERSARIES: January 1, 1998 and each succeeding January 1

INITIAL MONTHLY PREMIUM: 1.61% of Total Covered Benefit per month.

DELAWARE AMERICAN LIFE INSURANCE COMPANY (herein called the Company) in consideration of the application for this GROUP POLICY, attached to and made a part of this Group Policy, and of the payment of premiums as provided in the Group Policy, hereby

AGREES TO PAY

benefits in accordance with and subject to the terms of the Group Policy.

The Group Policy takes effect on the Effective Date.

Premiums are payable by the policyholder in amounts determined as hereinafter provided. The first premium is due on the Effective Date, and subsequent premiums are, during the continuation of the Group Policy due monthly.

The Sections set forth on the following pages are part of the Group Policy.

IN WITNESS WHEREOF, Delaware American Life Insurance Company has caused the Group Policy to be executed as of the Effective Date.

  /s/ Robert E. Tully
----------------------
       Registrar

GROUP LONG TERM DISABILITY
INSURANCE POLICY

/s/ Elizabeth M. Tuck                    /s/ RJ O'Connell
----------------------------             ---------------------------

          Secretary                                President

This policy is divided into sections as follows:

Section I SCHEDULE OF BENEFITS

Section II DEFINITIONS

Section III ELIGIBILITY AND EFFECTIVE DATES

Section IV BENEFITS

Section IV TERMINATION PROVISIONS

Section VI GENERAL POLICY PROVISIONS

Section VII PREMIUMS

work at least 30 hours per week

Walting Period
  Present Employees....................................  None
  New Employees........................................  None

Amount of Insurance....................As shown in the attached Schedule
                                       of Locations and benefit amounts.

Maximum Monthly Benefit..........................................$10,000

Elimination Period...............................................180 Days

Pre-Existing Conditions Limitation...............................6/12/24

Benefit Duration:

            ----------------------------------------------------------
                 Age at Disability            Benefit Duration
                 -----------------            ----------------
                   Less than 60          To Age 65 but not less than
                                                60 months
                       60                       60 months
                       61                       48 months
                       62                       42 months
                       63                       36 months
                       64                       30 months
                       65                       24 months
                       66                       21 months
                       67                       18 months
                       68                       15 months
                   69 and over                  12 months
            ----------------------------------------------------------

    Location                                          Amount of Insurance
    --------                                          -------------------
1.  Austria................................... 54% of Basic Monthly Earnings
2.  Brazil.................................... 40% of Basic Monthly Earnings
3.  Canada.................................... 31% of Basic Monthly Earnings
4.  Germany................................... 18% of Basic Monthly Earnings
5.  Hong Kong................................. 35% of Basic Monthly Earnings
6.  Hungary................................... 25% of Basic Monthly Earnings
7.  Luxembourg................................ 15% of Basic Monthly Earnings
8.  Mexico.................................... 10% of Basic Monthly Earnings
9.  Norway.................................... 30% of Basic Monthly Earnings
10. Singapore................................. 40% of Basic Monthly Earnings
11. Spain..................................... 40% of Basic Monthly Earnings
12. Switzerland............................... 30% of Basic Monthly Earnings

*****IMPORTANT*****

Subject to all other provisions of the Group Policy, no change in an employee's Amount of Insurance due to a change in location will become effective until the Company is notified of such change.

SECTION II - DEFINITIONS

For the purposes of this policy:

"ACTIVE EMPLOYMENT" means the employee must be working:

1. for the employer on a full-time basis and paid regular earnings (temporary or seasonal employees are excluded);

2. at least 30 hours per week; and either

3. at the employer's usual place of business; or

4. at a location to which the employer's business requires the employee to travel.

"ACQUIRED IMMUNE DEFICIENCY SYNDROME" (AIDS) shall have the meanings assigned to it by the World Health Organization. The term opportunistic infection shall include but not be limited to Pneumocystis carini pneumonia, organism of chronic enteritis, virus and/or disseminated fungi infection. The term malignant neoplasm shall include but not be limited to Karposi's sarcoma, central nervous system lymphoma and/or other malignancies now known or which become known as immediate causes of death in the presence of acquired immune deficiency. Acquired immune deficiency syndrome shall include H.I.V. (Human Immune Deficiency Virus), encephalopathy (dementia) and H.I.V. (Human Immune Deficiency Virus) wasting syndrome.

"CERTIFICATE" means a written statement prepared by the Company including all riders and supplements, if any, setting forth a summary of:

1. the insurance benefits to which an employee is entitled;

2. to whom the benefits are payable; and

3. limitations or requirements that may apply.

"DISABILITY" OR "DISABLED" - see last page of this Section.

"ELIGIBILITY DATE" means the date an employee becomes eligible for insurance under this policy. Classes eligible are shown in the Schedule of Benefits.

"ELIMINATION PERIOD" means a period of consecutive days of disability for which no benefit is payable. The elimination period is shown in the Schedule of Benefits and begins on the first day of disability.

For accumulating the elimination period, the following will apply:

1. The disability will be treated as continuous if disability stops during the elimination period for a total number of accumulated days which is not more than 14 days or less.

2. But days that the insured is not disabled will not count toward the elimination period.

"EMPLOYEE" means a person in active employment with the employer.

"EMPLOYER" means the policyholder and includes any division, any subsidiary or any affiliated company named in the application.

"EVIDENCE OF INSURABILITY" means a statement or proof of an employee's medical history upon which acceptance for insurance will be determined by the Company.

SECTION II- DEFINITIONS (CONTINUED)

"GRACE PERIOD" is the 31 days following a premium due date during which premium payment may be made.

"INJURY" means bodily injury resulting directly from an accident and independently of all other causes. The injury must occur and disability must begin while the employee is insured under this policy.

"INSURED" means an employee insured under this policy.

Male pronoun whenever used includes the female.

"MONTHLY BENEFIT" means the amount payable by the Company to the disabled insured.

"PHYSICIAN" means a person who is:

1. operating within the scope of his license; and either

2. licensed to practice medicine and prescribe and administer drugs or to perform surgery; or

3. legally qualified as a medical practitioner and required to be recognized, under this policy for insurance purposes, according to the insurance statutes or the insurance regulations of the governing jurisdiction.

It will not include an employee or his spouse, daughter, son, father, mother, sister or brother.

"SICKNESS" means illness or disease. It will include pregnancy. The disability must begin while the employee is insured under this policy.

"WAITING PERIOD" shown in the Schedule of Benefits, means the continuous length of time an employee must serve in an eligible class to reach his eligibility date.

"TOTAL DISABILITY" AND "TOTALLY DISABLED" mean that because of injury or sickness:

1. the insured cannot perform each of the material duties of his regular occupation; and
2. after benefits have been paid for 24 months, the insured cannot perform each of the material duties of any gainful occupation for which he is reasonably fitted by training, education or experience.

"PARTIAL DISABILITY" AND "PARTIALLY DISABLED" mean that because of injury or sickness, the insured, while unable to perform all of the material duties of his regular occupation on a full-time basis, is:

1. performing at least one of the material duties of his regular occupation or another occupation on a part-time or full-time basis; and
2. earning currently at least 20% less per month than his indexed pre-disability earnings due to that same injury or sickness.

"DISABILITY" means total or partial disability.

For employees employed as airplane pilots, copilots and crew members:

"DISABILITY" AND "DISABLED" mean that because of injury or sickness the insured cannot perform each of the material duties of any gainful occupation for which he is reasonably fitted by training, education or experience. The loss of a pilot's license for any reason does not, in itself, constitute disability.

SECTION III-ELIGIBILITY AND EFFECTIVE DATES

A ELIGIBLE CLASSES

The classes eligible for insurance are shown in the Schedule of Benefits.

B. ELIGIBILITY DATE

An employee in an eligible class will be eligible for insurance on the later of:

1. the policy effective date; or
2. the day after the employee completes the waiting period.

If a former employee is rehired within one year of the date his employment terminated, his previous service in an eligible class will apply toward the waiting period to determine that employee's eligibility date.

C. EFFECTIVE DATES OF INSURANCE

1. Insurance will be effective at 12:01 a.m. on the day determined as follows, but only if the employee's written application for insurance is:

a. made with the Company through his employer; and
b. on a form satisfactory to the Company.

2. An employee will be insured for non contributory insurance on his eligibility date.

3. An employee will be insured for contributory insurance on the latest of these dates:

a. the employee's eligibility date, if he has made written application for insurance on or before this date.
b. the date the employee makes written application for insurance, if he does it on or before the 31st day after his eligibility date.
c. the date the Company gives its approval, if the employee:

i. makes written application for insurance more than 31 days after his eligibility date; or
ii. terminated his insurance while continuing to be eligible.

In the case of i. and ii. above, the employee must submit an application and evidence of insurability to the Company for approval. This will be at the employee's expense.

4. Delayed Effective Date for Insurance - The effective date of any initial, increased or additional insurance will be delayed for an employee if he is not in active employment because of a disability. The initial, increased or additional insurance will start on the date that employee returns to active employment.

SECTION IV - BENEFITS

TOTAL DISABILITY

When the Company receives proof that an insured is totally disabled due to sickness or injury and requires the regular attendance of a physician, the Company will pay the insured a monthly benefit after the end of the elimination period. The benefit will be paid for the period of disability if the insured gives to the Company proof of continued:

1. disability; and
2. regular attendance of a physician.

PARTIAL DISABILITY

When the Company receives proof that an insured is partially disabled due to the same sickness or injury for which a total disability benefit has been payable and within 31 days of the end of the period for which such total disability benefit was payable, the Company will pay the insured a monthly benefit.

All proof must be given upon request and at the insured's expense.

The monthly benefit will not:

1. exceed the insured's amount of insurance; nor
2. be paid for longer than the maximum benefit period.

The amount of insurance and the maximum benefit period are shown in the Schedule of Benefits.

MONTHLY BENEFIT

The monthly benefit for each insured will be the amount shown in the attached Schedule of Locations and Benefit Amounts. This amount will be adjusted annually on the anniversary of the date benefit payments began. Each adjustment will be based on the lesser of (a) 10% or (b) the current annual percentage increase to the Consumer Price Index.

MINIMUM MONTHLY BENEFIT

The benefit payable will never be less than $100.00 or 10% of the gross monthly benefit, whichever is greater.

TERMINATION OF DISABILITY BENEFITS

Disability benefits will cease on the earliest of:

1. the date the insured is no longer disabled;
2. the date the insured dies;
3. the end of the maximum benefit period.

RECURRENT DISABILITY

"Recurrent disability" means a disability which is related to or due to the same cause(s) of a prior disability for which a monthly benefit was payable.

A recurrent disability will be treated as part of the prior disability if, after receiving disability benefits under this policy, an insured:

1. returns to his regular occupation on a full-time basis for less than six months; and
2. performs all the material duties of his occupation.

Benefit payments will be subject to the terms of this policy for the prior disability.

SECTION IV - BENEFITS (CONTINUED)

If an insured returns to his regular occupation on a full-time basis for six months or more, a recurrent disability will be treated as a new period of disability. The insured must complete another elimination period.

In order to prevent overinsurance because of duplication of benefits, benefits payable under this Recurrent Disability provision will cease if benefits are payable to the insured under any other group long term disability policy.

SURVIVOR BENEFIT

The Company will pay a benefit to the eligible survivor when proof is received that an insured died:

1. after disability had continued for 180 or more consecutive days; and
2. while receiving a monthly benefit.

The benefit will be an amount equal to three times the insured's gross monthly benefit.

If payment becomes due to the insured's children, payment will be made to:

1. the children; or
2. a person named by the Company to receive payments on the children's behalf. This payment will be valid and effective against all claims by others representing or claiming to represent the children.

"Eligible survivor" means the insured's spouse, if living, otherwise the insured's children under age 25. But, if there are no eligible survivors, payment will be made to the insured's estate.

GENERAL EXCLUSIONS

This policy does not cover any disability due to:

1. war, declared or undeclared, or any act of war;
2. intentionally self-inflicted injuries;
3. active participation in a riot;
4. Acquired Immune Deficiency Syndrome (AIDS).

PRE-EXISTING CONDITIONS EXCLUSIONS

This policy will not cover any disability:

a. caused by, contributed to by, or resulting from a pre-existing condition; and

b. which begins before:

(1) a period of 12 consecutive months starting on or after the insured's effective date of coverage, during which the insured has not received medical treatment, consultation, care or services including diagnostic measures, or taken prescribed drugs or medicines; or
(2) 24 months after the insured's effective date of insurance.

A "pre-existing condition" means any sickness or injury for which the insured received medical treatment, consultation, care or services including diagnostic measures or took prescribed drugs or medicines within six months prior to the insured's effective date of insurance.

SECTION IV - BENEFITS (CONTINUED)

MENTAL ILLNESS, ALCOHOLISM AND DRUG ADDICTION LIMITATION

Benefits for disability due to mental illness, alcoholism or drug addiction will not exceed 24 months of monthly benefit payments unless the insured meets one of these situations.

1. The insured is in a hospital or institution at the end of the 24 month period. The monthly benefit will be paid during the confinement.

If the insured is still disabled when he is discharged, the monthly benefit will be paid for a recovery period of up to 90 days.

If the insured becomes reconfined during the recovery period for at least 14 days in a row, benefits will be paid for the confinement and another recovery period up to 90 more days.

2. The insured continues to be disabled and becomes confined:

a. after the 24 month period; and
b. for at least 14 days in a row.

The monthly benefit will be payable during the confinement.

The monthly benefit will not be payable beyond the maximum benefit period.

"Hospital" or "institution" means facilities licensed to provide care and treatment for the condition causing the insured's disability.

"Mental illness" means disability due to or resulting from psychiatric or psychological conditions, regardless of cause, such as:

1. schizophrenia,
2. depression,
3. manic depressive or bipolar illness,
4. anxiety,
5. personality disorders; and/or
6. adjustment disorders or other conditions, usually treated by a mental health provider or other qualified provider using psychotherapy, psychotropic drugs or other similar modalities used in the treatment of the above conditions.

This limitation does not apply to dementia, if due to:

1. stroke,
2. trauma,
3. viral infection,
4. Alzheimer's disease, or
5. other such conditions not listed above which are not usually treated by a mental health provider using psychotherapy, psychotropic drugs, or other similar modalities.

SECTION V - TERMINATION PROVISIONS

A. TERMINATION OF EMPLOYEE'S INSURANCE

An employee will cease to be insured on the earliest of the following dates:

1. the date this policy terminates;
2. the date the employee is no longer in an eligible class;
3. the date the employee's class is no longer included for insurance;
4. the last day for which any required employee contribution has been made;
5. the date employment terminates. Cessation of active employment will be deemed termination of employment, except:

a. the insurance will be continued for a disabled employee during:

i. the elimination period; and
ii. the period during which premium is being waived.

b. the employer may continue the employee's insurance by paying the required premiums, subject to the following:

i. insurance may be continued to the end of the policy month following the policy month in which the layoff or leave of absence begins for an employee who is:

(a) temporarily laid off, or
(b) given leave of absence.

ii. The employer must act so as not to discriminate unfairly among employees in similar situations.

B. TERMINATION OF POLICY

1. Termination of this policy under any conditions will not prejudice any payable claim which occurs while this policy is in force.
2. If the policyholder fails to pay any premium within the grace period, this policy will automatically terminate at 12:00 midnight of the last day of the grace period. The policyholder may terminate this policy by advance written notice delivered to the Company at least 31 days prior to the termination date. But, this policy will not terminate during any period for which premium has been paid. The policyholder will be liable to the Company for all premiums due and unpaid for the full period for which this policy is in force.
3. The Company may terminate this policy on any premium due date by giving written notice to the policyholder at least 31 days in advance if:

a. the number of employees insured is less than 10; or
b. less than 100% of the employees eligible for any noncontributory insurance are insured for it; or
c. less than 75% of the employees eligible for any contributory insurance are insured for it; or
d. the policyholder fails to furnish promptly any information which the Company may reasonably require; or fails to perform any other obligations pertaining to this policy.

4. The Company may discontinue this policy or for any class of employees on a premium due date after it has been in force for a year. The Company will send written notice of discontinuance to the policyholder at least 31 days before it is effective.
5. Termination may take effect on an earlier date when both the policyholder and the Company agree.

SECTION VI - GENERAL POLICY PROVISIONS

A. STATEMENTS

In the absence of fraud, all statements made in any application are considered representations and not warranties (absolute guarantees). No representation by:

1. the policyholder in applying for this policy will make it void unless the representation is contained in the application; or

2. any employee in applying for insurance under this policy will be used to reduce or deny a claim unless a copy of the application for insurance is or has been given to the employee.

B. COMPLETE CONTRACT - POLICY CHANGES

1. This policy is the complete contract. It consists of:

a. all of the pages;

b. the attached application of the policyholder;

c. each employee's application for insurance (employee retains his own copy).

2. This policy may be changed in whole or in part. Only an officer or a registrar of the Company may approve a change. The approval must be in writing and endorsed on or attached to this policy.

3. Any other person, including an agent, may not change this policy or waive any part of it.

C. EMPLOYEE'S CERTIFICATE

The Company will provide a certificate to the policyholder for delivery to each insured. If the terms of a certificate and this policy differ, this policy will govern.

D. FURNISHING OF INFORMATION - ACCESS TO RECORDS

1. The employer will furnish at regular intervals to the Company:

a. information relative to employees:

i. who qualify to become insured;
ii. whose amounts of insurance change; and/or
iii. whose insurance terminates.

b. any other information about this policy that may be reasonably required.

The employer's records which, in the opinion of the Company, have a bearing on the insurance will be opened for inspection by the Company at any reasonable time.

2. Clerical error or omission will not:

a. deprive an employee of insurance;

b. affect an employee's amount of insurance; or

c. affect or continue an employee's insurance which otherwise would not be in force.

SECTION VI - GENERAL POLICY PROVISIONS (CONTINUED)

E. MISSTATEMENT OF FACTS

If relevant facts about any employee were not accurate:

1. a fair adjustment of premium will be made; and

2. the true facts will decide if and in what amount insurance is valid under this policy.

F. NOTICE AND PROOF OF CLAIM

1. Notice

a. Written notice of claim must be given to the Company within 30 days of the date disability starts, if that is possible. If that is not possible, the Company must be notified as soon as it is reasonably possible to do so.
b. When the Company has the written notice of claim, the Company will send the insured its claim forms. If the forms are not received within 15 days after written notice of claim is sent, the insured can send the Company written proof of claim without waiting for the form.

2. Proof

a. Proof of claim must be given to the Company. This must be done no later than 90 days after the end of the elimination period.
b. If it is not possible to give proof within these time limits, it must be given as soon as reasonably possible. But proof of claim may not be given later than one year after the time proof is otherwise required.
c. Proof of continued disability and regular attendance of a physician must be given to the Company within 30 days of the request for the proof.
d. The proof must cover:

i. the date disability started;
ii. the cause of disability; and
iii. how serious the disability is.

G. EXAMINATION

The Company, at its own expense, will have the right and opportunity to have an employee, whose injury or sickness is the basis of a claim:

1. examined by a physician, other health professional or vocational expert of its choice; and/or

2. interviewed by an authorized Company representative.

This right may be used as often as reasonably required.

H. LEGAL PROCEEDINGS

A claimant or the claimant's authorized representative cannot start any legal action:

1. until 60 days after proof of claim has been given; nor

2. more than 3 years after the time proof of claim is required.

SECTION VI - GENERAL POLICY PROVISIONS (CONTINUED)

I. TIME OF PAYMENT OF CLAIMS

When the Company receives proof of claim, benefits payable under this policy will be paid monthly during any period for which the Company is liable.

J. PAYMENT OF CLAIMS

All benefits are payable to the employee. But if a benefit is payable to an employee's estate, an employee who is a minor, or an employee who is not competent, the Company has the right to pay up to $1,000 to any of the employee's relatives whom the Company considers entitled. If the Company pays benefits in good faith to a relative, the Company will not have to pay such benefits again.

K. WORKERS' OR WORKMEN'S COMPENSATION

This policy is not in lieu of, and does not affect, any requirement for coverage by workers' or workmen's compensation insurance.

L. AGENCY

For all purposes of this policy, the policyholder acts on its own behalf or as agent of the employee. Under no circumstances will the policyholder be deemed the agent of the Company.

SECTION VII- PREMIUMS

A. PREMIUM RATES

The initial premium is determined on the basis of the rates shown on the face page of this policy.

The Company may establish new rates for the computation of all future premiums as well as the one then due:

1. when the terms of this policy are changed;

2. when a division, subsidiary, or affiliated company is added to this policy; or

3. for reasons other than 1. and 2. above, such as, but not limited to a change in factors bearing on the risk assumed. But, the rates may not be changed within the first 12 months following the policy effective date.

No premium may be increased unless the Company notifies the employer at least 31 days in advance of the increase. Premium increases may take effect on an earlier date when both the Company and the employer agree.

B. PAYMENT OF PREMIUMS

1. Premium payment calculations:

a. will be based on the coverage provided under this policy; and
b. are determined by the covered payroll.

2. All premiums due under this policy, including adjustments, if any, are payable by the employer on or before their respective due dates at the Company's home office. The due dates are specified on the first page of this policy.

3. Premiums payable to the Company will be paid in United States dollars and Canadian dollars.

4. If premiums are payable on a monthly basis, premiums for additional or increased insurance becoming effective during a policy month will be charged from the next premium due date.

5. The premium charge for insurance terminated during a policy month will cease at the end of the policy month in which such insurance terminates. This manner of charging premium is for accounting purposes only and will not extend insurance coverage beyond a date it would have otherwise terminated as shown in the "Termination of Employee's Insurance" section of this policy.

6. If premiums are payable on other than a monthly basis, premiums for additional, increased, reduced or terminated insurance will cause a pro rata adjustment on the next premium due date.

7. Except for fraud, premium adjustments, refunds or charges will be made for only:

a. the current policy year; and
b. the prior policy year.

C. WAIVER OF PREMIUM

Premium payments for an employee are waived during any period for which benefits are payable.
Premium payments may be resumed following a period during which they were waived.

DELAMLIFE

DELAWARE AMERICAN
LIFE INSURANCE COMPANY
P.O. BOX 667, WILMINGTON, DELAWARE 19899
A CAPITAL STOCK COMPANY

Final Application for Group Long Term Disability Insurance

5. Effective Date 12:01 A.M. Month     January       Day  1     Year  1997
                                   -----------------   -------     -----------

6.  Deposit of                      6A. Employee application must
    $ 11,210.45 to apply on             include Medical data.
      ---------                         [_] Yes [XX] No
    the first premium.

8.  Employees will remain           9.  Waiting Period
    Eligible                            Present Employees  0
    [--]  No Age Limit                                   -----------------------

10. Number of Employees 11. Will Employees Contribute
A. 37 Eligible Towards Cost? --------- [XX] Yes [--] No
B._________ Enrolled

POLICY FEATURES

13. Amount of Insurance Stated percentage for each participant per attached schedule (census).

[ ] _____% of Basic Monthly Earnings not to exceed a maximum monthly benefit of $________
[ ] ______% of the first $__________of Basic Monthly Earnings plus ______% of the next $__________of Basic Monthly Earnings not to exceed a maximum monthly benefit of $____________

14.  Mental Illness Limitation               15. Elimination Period

     [XX] 24 Months                                   180     Days
                                                 -----------
     [  ] None

16.  Minimum Monthly Benefit     $50
                             ---------------------------------------------------

17.  Two Year Survivor Income                18.  Pre-existing Conditions
     Benefit to be Included                       Exclusion

     [__] Yes                                     [XX] Option A - (3/12)

     [XX] No                                      [__] Option B - (5 Day)

19. Basic Monthly Earnings to Include

Commissions [__] Yes [XX] No
Bonuses [__] Yes [XX] No

20. Minimum Indemnity for Accidental Dismemberment and Loss of Sight to be Included

[__] YES
[XX] NO

  AGE AT           BENEFIT         AGE AT          BENEFIT
DISABILITY         DURATION      DISABILITY        DURATION
----------         --------      ----------        --------
Less than 60       To age 65     Less than 60      To age 65
60                 60 Months        60-64           5 Years
61                 48 Months        65-69          To age 70, but
62                 42 Months                       not less than
63                 36 Months                       1 Year
64                 30 Months     70 and over       1 Year
65                 24 Months
66                 21 Months
67                 18 Months
68                 15 Months
69 and over        12 Months

23. Other
[--] To age 70
[--] 5 Years or age 70, whichever first occurs
[--] 10 Years or age 70, whichever first occurs
[--] To age 65
[--] 5 Years or age 65, whichever first occurs
[--] 10 Years or age 65, whichever first occurs
[--] Other, specify below

None of the above options extend the maximum benefit period beyond the age selected except for a minimum one year benefit.

25.  70%   All Sources Limitation to be included
     [  ]  Yes
     [XX]  No

26. Is this a replacement of       27.  Continuity of coverage is to be
    similar coverage?                   included
    [  ] Yes                            [  ]  Yes   Mandatory on
    [XX] No                             [  ]  No    takeover cases

28. Termination Date of Prior Plan_____________________________________________

29. Previous Company___________________________________________________________

It is understood and agreed that this Application shall be made a part of the Policy applied for and that no insurance shall be effective until approved by the Insurance Company at its Home Office.

/s/ Marcia A. Kostos                    /s/ Kristine E. Key
---------------------------------       --------------------------------
    SIGNATURE OF WITNESS                       SIGNATURE AND TITLE
                                        Kristine E. Key for Korn/Ferry Interna-
                                        tional, Vice President Administration
                                        and Human Resources

/s/ Peter W. Mullin                           PENDING
---------------------------------       --------------------------------
   AGENT OR BROKER                            LICENSE NUMBER
Peter W. Mullin

FOR:    KORN /FERRY INTERNATIONAL
    ----------------------------------------------------------------------------
                              (NAME OF APPLICANT)

 Los Angeles, CA                              12/20/96
-----------------------------           --------------------------------
         DATED AT                               DATE

EXHIBIT 10.6

(international version,
which is the same as
the domestic version in
all material respects)

KORN/FERRY INTERNATIONAL

ENHANCED EXECUTIVE BENEFIT AND WEALTH ACCUMULATION PLAN

FOR INTERNATIONAL EXECUTIVES

The purpose of this KORN/FERRY INTERNATIONAL ENHANCED EXECUTIVE BENEFIT AND WEALTH ACCUMULATION PLAN FOR INTERNATIONAL EXECUTIVES (the "Plan") is to provide a further means whereby KORN/FERRY INTERNATIONAL and its subsidiary and affiliated companies (the "Company") may afford financial security to certain international executives/shareholders who are not covered under the Company's Employee Tax-Deferred Savings (401 (k)) Plan, but who have rendered and continue to render valuable service to the Company, constituting an important contribution toward its continued growth and success, by providing for additional future compensation so that they may be retained and their productive efforts encouraged. In general, this Plan will cover eligible individuals who are permanent legal residents and taxpayers of a country other than the United States.

I

DEFINITIONS AND CERTAIN PROVISIONS

1.1 "Agreement" means the written agreement (substantially in the form attached to this Plan) entered into between the Company and the Executive for each Contribution Unit to carry out the Plan with respect to such Executive.

1.2 An "Executive" means (i) any Vice President or other officer of the Company (or a subsidiary or affiliated company) who is designated as eligible to participate in the Plan by the Company, (ii) who is or becomes a shareholder of the Company at the next subscription offering under the Company's Equity Participation Program effective December 1991 and abides by the provisions of such program as determined by the Committee and (iii) who is not eligible for the Company's Employee Tax-Deferred Savings (401(K)) Plan. In addition, an "Executive" means an employee of the Company who is currently a participant in the KORN/FERRY EXECUTIVE BENEFIT AND WEALTH ACCUMULATION PLAN (the "WAP") who elects to rollover his WAP participation and WAP contributions into this Plan.

1.3 "Service" means continuous full-time or substantially full-time service with the Company as an employee.

1.4 A "year of service" means a complete year of continuous, full-time service with the Company. A "year of participation" means a year of service in which an Executive is enrolled in the Plan and in which an Executive makes or has made required contributions of compensation. A "year" is a period of 12 consecutive calendar months.

1.5 A "Contribution Unit" is an eight year period of participation, including an Initial Contribution Unit, during which an Executive elects to contribute compensation pursuant to Article II and for which an Agreement has been submitted by the Executive to the Committee.

1.6 An "Initial Contribution Unit" means an Executive's first Contribution Unit created pursuant to Article II by (i) an election to enroll in the Plan, or (ii) a rollover of participation and contributions from the WAP. It is the only Contribution Unit to which Disability Benefits attach.

1.7 A "Completed Contribution Unit" means a Contribution Unit in which an Executive has completed eight full years of service while enrolled in that Contribution Unit and made all required contributions of compensation for that Contribution Unit.

1.8 "Normal Retirement Date" for a Contribution Unit means the date of termination of service of the Executive after he attains age 65 or, if later, completes eight years of service with the Company while enrolled in that Contribution Unit.

1.9 "Early Retirement Date" for a Contribution Unit means the date of termination of service of the Executive for reasons other than death or Disability prior to attainment of age 65 but after he (i) attains age 55, (ii) completes fifteen years of service with the Company, and (iii) completes eight years of service with the Company while enrolled in that Contribution Unit.

1.10 "Termination for cause" means (i) the commission of a crime, (ii) the refusal to follow, without good cause, the directions of the Company's Board of Directors, (iii) the misappropriation of property or money from the Company,
(iv) the commission of any act resulting in material harm to the financial condition or reputation of the Company, or (v) the commission of

any fraudulent act relating to or arising out of the Executive's employment. Notwithstanding any date of retirement or voluntary termination by the Executive, if the Company notifies the Executive that he is being terminated for cause within 90 days of such date of retirement or voluntary termination by the Executive, the Executive shall be considered terminated for cause for purposes of this Plan.

1.11 "Termination of service" means the Executive's ceasing his service with the Company for any reason whatsoever, whether voluntarily or involuntarily, including by reason of death or Disability.

1.12 "Disability" means a condition that totally and continuously prevents the Executive, for at least six consecutive months, from engaging in an "occupation" for compensation or profit. During the first 24 months of total disability, "occupation" means the Executive's occupation at the time the disability began. After that period, "occupation" means any occupation for which the Executive is or becomes reasonably fitted by education, training or experience. Disability may also include any other condition which qualifies as a total disability under a long term disability insurance policy which is in effect to provide disability insurance coverage for the Executive under this Plan. Notwithstanding the foregoing, a Disability shall not exist for purposes of this Plan if the Executive fails to qualify for disability benefits under the Social Security Act, unless the Committee determines, in its sole discretion that a Disability exists.

1.13 "Committee" means the Administrative Committee appointed to manage and administer the Plan pursuant to Section 4.1.

1.14 "Beneficiary" means the person or persons designated by an Executive pursuant to Section 3.12.

1.15 A "Plan Year" means the calendar year, except as provided in
Section 2.2.

1.16 References to an Executive's, Beneficiary's, or spouse's age are to his or her chronological age.

II

ELIGIBILITY AND PARTICIPATION

(a) Executives who are hired or promoted after October 1, 1993 and who are selected by the Committee and notified in writing that their participation has been approved by the Company may participate in this Plan. The Initial Contribution Unit of an eligible Executive is the first eight year period of participation for which the Executive elects to contribute compensation under this Plan. The Executive's Initial Contribution Unit shall begin on January 1 and have a calendar Plan Year. After completing five or more years of participation

in an Initial Contribution Unit, the Executive may elect a new additional Contribution Unit. Thereafter, the Executive may enroll in an additional Contribution Unit for each additional five year period that he has actively participated in the Plan. All additional Contribution Units shall also begin on January 1 and have a calendar Plan Year.

(b) If an Executive is currently a participant in the WAP, in order to participate in this Plan such Executive must rollover his WAP participation and WAP contributions into this Plan. The rollover of WAP contributions will become the Executive's Initial Contribution Unit and all years of participation in the WAP will be counted as years of participation in this Plan. Thus, the Executive's Initial Contribution Unit will be measured from the date the Executive began participation in the WAP. After an Executive has rolled over to this Plan, an Executive may for each five years of participation in the WAP and/or this Plan (or any combination thereof), elect to participate in a new Contribution Unit, which shall begin on January 1 and have a calendar Plan Year. However, if, at rollover, an Executive has been a participant in the WAP for five or more years, he may immediately enroll in a new additional Contribution Unit as of October 1, 1993 and his Plan Year for that new additional Contribution Unit shall be from October 1 to September 30. Thereafter, all new additional Contribution Units shall begin on January 1 and have a calendar Plan Year.

Participation in a Contribution Unit for any Executive, whether enrolled by election or by rollover, shall commence after (i) the Executive and the Company have executed an Agreement, and (ii) the Executive has made his first contribution.

Although an Executive must have completed eight years of service with the Company while enrolled in a Contribution Unit and have completed all of his contributions by the eighth anniversary of the date a Contribution Unit began in order to complete a Contribution Unit, an Executive may elect to accelerate his contributions for a Contribution Unit into a shorter period of time. However, an Executive may not increase his total contribution amount. Any such acceleration of contributions shall not result in any change in the benefits payable under the Plan. Any election to accelerate contributions shall be irrevocable and shall only reduce the amount of compensation earned and payable on or after the date on which the election is made.

date as determined by the Committee pursuant to Section 2.3, will operate as an effective termination of participation in the applicable Contribution Unit under the Plan. Upon such termination the Executive shall be entitled to the Termination Benefit for such Contribution Unit as specified in Section 3.8.

III

BENEFITS

If the Executive continues in service with the Company after he attains age 65 or, if later, completes eight years of service with the Company while enrolled in a Contribution Unit, his monthly Normal Retirement Benefit payments for the Contribution Unit shall commence on the first day of the month following his termination of service and shall be adjusted upward to reflect the later date of commencement of his Normal Retirement Benefit payments. Such upward adjustment of his

If an Executive dies before he has received all of his monthly Normal Retirement Benefit payments, his Normal Retirement Benefit payments shall cease, and the Company shall pay to the Executive's Beneficiary a Survivor's Benefit pursuant to Section 3.5(a).

Any time prior to twelve months prior to such termination of service, the Executive may instead elect to

If an Executive dies before he has received all of his monthly Early Retirement Benefit payments, his Early Retirement Benefit payments shall cease, and the Company shall pay to the Executive's Beneficiary a Survivor's Benefit pursuant to Section 3.5(b).

Unit), but prior to his Normal or Early Retirement Date for the Contribution Unit, the Executive will be eligible for an Incentive Benefit for that Contribution Unit, subject to the provisions of Sections 3.10, 3.11 and 3.13. For each such Contribution Unit in which the Executive has participated for at least five years, the Company shall pay, subject to the provisions of Sections 3.10, 3.11 and 3.13, to the Executive in equal monthly installments commencing on the first day of the month following the day he reaches age 65, as compensation earned for services rendered prior to such date, one-twelfth of the amount per annum specified as the Normal Retirement Benefit in his Agreement for the Contribution Unit for the same number of years that the Executive has participated in the Contribution Unit up to a maximum of fifteen years (the "Incentive Benefit").

Any time prior to twelve months prior to termination of service, the Executive may instead elect to commence his Incentive Benefit as early as the first day of the month after he attains age 55. In this event, for each Contribution Unit in which the Executive has participated for at least five years when he has a termination of service prior to his Early Retirement Date for the Contribution Unit, the Company shall pay, subject to the provisions of Sections 3.10, 3.11 and 3.13, to the Executive in equal monthly installments, as compensation earned for services rendered prior to such time, one-twelfth of a reduced equivalent of the amount per annum specified as the Normal Retirement Benefit in his Agreement for the Contribution Unit for the same number of years that the Executive has participated in

If an Executive dies before he has received all of his monthly Incentive Benefit payments, his Incentive Benefit payments shall cease, and the Company shall pay to the Executive's Beneficiary a Survivor's Benefit pursuant to Section 3.6.

As a second alternative, any time prior to twelve months prior to termination of service the Executive may instead elect to receive, subject to the provisions of Sections 3.10, 3.11 and 3.13, a lump sum termination benefit instead of an Incentive Benefit for a Contribution Unit within thirty (30) days following his termination of service. If an Executive so elects, for each Contribution Unit in which the Executive has participated for at least five years the Company shall pay, subject to the provisions of Sections 3.10, 3.11 and 3.13, to the Executive, within thirty (30) days following his termination of service, a lump sum equal to the amounts of his prior contributions pursuant to Schedule A of his Agreement, plus

interest thereon credited at the rate of six percent (6%) per annum from the date each contribution was made and compounded annually.

If the Executive dies before he has received his lump sum termination benefit, the Executive's right to a lump sum benefit will cease, and the Company shall pay to the Executive's Beneficiary a lump sum Survivor's Benefit pursuant to Section 3.6.

equivalent present-value lump sum payment to the Beneficiary. In such case, the Committee shall determine the present-value lump sum payment using such discount rate as the Committee may determine, provided that such rate will not be greater than 120 percent (120%) of the long-term Applicable Federal Rate.

(a) If an Executive who is receiving or is entitled to receive a Normal Retirement Benefit for a Completed Contribution Unit dies after his Normal Retirement Date, the Company shall pay, subject to the provisions of Sections 3.10 and 3.11, to his Beneficiary, for each such Completed Contribution Unit of the Executive, the remaining monthly Normal Retirement Benefit payments, if any, that would have been paid to the Executive if the Executive had survived until he received 180 monthly Normal Retirement Benefit payments. The Beneficiary's monthly benefit payments will commence on the first day of the month following the date of the Executive's death and receipt of required documentation. After completion of the remainder of 180 monthly Normal Retirement Benefit payments to the Executive's Beneficiary, the Executive's spouse at the time of the Executive's death, if any, shall be entitled, subject to the provisions of Sections 3.10 and 3.11, to receive fifty percent (50%) of the monthly Normal Retirement Benefit payments, which were payable to the Executive commencing on the first day of the month after the Executive's death, payable monthly during the remaining lifetime of the spouse, subject to an actuarial adjustment (based on annuity rates selected by the Committee) if

the spouse is more than three years younger than the Executive. In lieu of such monthly benefit payments, the Committee may determine, in its sole discretion, to make an equivalent present-value lump sum payment to the Beneficiary and/or an actuarially determined equivalent lump sum payment to the spouse. The Committee shall determine the present-value lump sum payment to the Beneficiary using such discount rate as the Committee may determine, provided that such rate will not be greater than 120 percent (120%) of the long-term Applicable Federal Rate and shall determine the actuarial equivalent lump sum payment to the spouse using mortality tables and annuity rates selected by the Committee.

(b) If an Executive who is receiving or is entitled to receive an Early Retirement Benefit for a Completed Contribution Unit dies after his Early Retirement Date, the Company shall pay, subject to the provisions of Sections 3.10 and 3.11, to his Beneficiary, for each such Completed Contribution Unit of the Executive, the remaining monthly Early Retirement Benefit payments, if any, that would have been paid to the Executive if the Executive had survived until he received 180 monthly Early Retirement Benefit payments. The Beneficiary's monthly benefit payments will commence on the first day of the month following the date of the Executive's death and receipt of required documentation. In lieu of such monthly payments, the Committee may determine, in its sole discretion, to make an equivalent present-value lump sum payment to the Beneficiary. In such case, the Committee shall determine the present-value lump

sum payment using such discount rate as the Committee may determine, provided that such rate will not be greater than 120 percent (120%) of the long-term Applicable Federal Rate.

If the Executive made an election prior to termination of service to receive a lump sum termination benefit in lieu of an Incentive Benefit for a Contribution Unit, the Company shall pay, subject to the provisions of Sections 3.10 and 3.11, to the Beneficiary, within thirty (30) days following the Executive's death and receipt of required documentation, a lump sum equal to

the amounts of the Executive's prior contributions pursuant to Schedule A of the Executive's Agreement, plus interest thereon credited at the rate of six percent (6%) per annum commencing from the date each contribution was made and compounded annually.

If an Executive is not at least eligible for an Incentive Benefit for a Contribution Unit under Section 3.3 at the time of his death following termination of service, his Beneficiary will not receive a Survivor's Benefit for such Contribution Unit, except pursuant to Section 3.8.

totally and continuously disabled, or if earlier, reaches the later of (i) age of sixty-five, or (ii) as follows:

Total Disability Starting                                   Payment
-------------------------                                   -------
Before age 61                                              To age 65
At age 61 but before age 62                                48 months
At age 62 but before age 63                                42 months
At age 63 but before age 64                                36 months
At age 64 but before age 65                                30 months
After age 65 but before age 75                             24 months
At or after age 75                                         12 months

However, the Disability Benefits described above for the Initial Contribution Unit will only be payable if the Company obtains a long term disability insurance policy which is in effect to provide such Disability Benefits, and any Disability Benefits payable under this Plan will be limited to the disability benefits payable under such a long term disability insurance policy which covers the Executive.

An Executive will continue to be eligible for all Normal Retirement Benefits and Survivor Benefits, pursuant to Sections 3.1, 3.4 and 3.5, for all Completed Contribution Units during the period of the Executive's Disability. If the Executive's Disability occurs before he completes eight years of participation in a Contribution Unit, he may continue to make contributions equal to the amount specified in Schedule A of the Agreement for the remainder of such eight years to complete the

Contribution Unit. For the purposes of completing the eight year participation (service with the Company) requirement for a Contribution Unit, years of Disability will count as years of participation in a Contribution Unit. An Executive will continue to be eligible for Survivor Benefits pursuant to Sections 3.4 and 3.5 with respect to a Contribution Unit if the Executive is in the process of continuing to make contributions to complete the Contribution Unit at the time of his death.

Retirement benefits for Completed Contribution Units will commence at age 65 or when Disability Benefits cease, if later. For purposes of this Section 3.7, eligibility for retirement and survivor benefits for incomplete Contribution Units will terminate when the Executive ceases to be disabled, unless the Executive returns to service with the Company within 60 days after ceasing to be disabled. If an Executive does not return to active employment with the Company within 60 days after ceasing to be disabled, his Contribution Units shall be paid out as of the date his Disability ceases under the Incentive Benefit or Termination Benefit provisions, pursuant to Sections 3.3 and 3.8, respectively. In its sole discretion, the Committee may reinstate an Executive's eligibility for retirement or survivor benefits for an Executive who does not return to service with the Company within 60 days after his Disability ceases.

Any incomplete Contribution Units will be paid out, depending on the Executive's years of participation in such Contribution Unit, under the Incentive Benefit or Termination Benefit provisions, pursuant to Section 3.3 and 3.8,

respectively, beginning when the Incentive Benefit or Termination Benefit would normally commence or when the Executive ceases to continue to make contributions for the Contribution Unit, if later. Survivor benefits for incomplete Contribution Units will be limited to the post-termination survivor benefits, if any, which are payable pursuant to Sections 3.6 and 3.8, except for an Executive who is in the process of continuing to make contributions to complete a Contribution Unit at the time of his death.

(i) If an Executive terminates service during the first year of a Contribution Unit, his lump sum payment will be an amount equal to the amounts of his contributions pursuant to Schedule A of his Agreement, without interest.

(ii) If an Executive terminates service during the second or third year of participation in a Contribution Unit, his lump sum payment will be an amount equal to the amounts of his contributions

pursuant to Schedule A of his Agreement, plus interest thereon credited at the rate of six percent (6%) per annum commencing from the date each contribution was made after the beginning of the second year of the Contribution Unit and compounded annually, to the date of termination.

(iii) If an Executive terminates service during the fourth or fifth year of participation in a Contribution Unit, his lump sum payment will be an amount equal to the amounts of his contributions pursuant to Schedule A of his Agreement, plus interest thereon credited at the rate of six percent (6%) per annum commencing from the date each contribution was made and compounded annually, to the date of termination.

(iv) If an Executive terminates service after the fifth year of participation in a Contribution Unit, he is eligible for an Incentive Benefit as provided in Section 3.3 of this Plan.

For purposes of this Section 3.8, all payments shall be made within ninety
(90) days following the Executive's termination of service, except as otherwise provided in Section 3.13. If the Executive dies prior to receiving such payments, such payments will be made to the Executive's Beneficiary.

Notwithstanding any other provision of the Plan, upon any termination of the Executive's participation in a Contribution Unit under the Plan while the Executive continues in

the service of the Company, the Executive shall immediately cease to be eligible for any other benefits under the Plan with respect to the Contribution Unit and shall only be entitled to receive his Termination Benefit following his termination of service with the Company. In its sole discretion, the Committee may pay the Termination Benefit to the Executive on an earlier date at any time subsequent to his termination of participation in the Contribution Unit.

or 3.8 shall thereafter be reduced, as determined by the Committee, to reflect the early payment of the Emergency Benefit.

payments that may have been paid to the Executive for a Contribution Unit prior to such violation may be subtracted from the remaining amounts payable to the Executive for any of his Contribution Units.

This Section 3.13 shall not apply, and no payments shall be deferred hereunder, in the event of termination of the Plan or termination of service of an Executive within three (3) years following a "Change of Control" of the Parent Company. For this purpose a "Change of Control" shall mean (i) the sale or other transfer of 50% or more of the voting stock of the Parent Company, other than to (a) shareholders of the Parent Company, (b) a pension, profit- sharing, stock bonus or similar plan established for the benefit of employees of the Company or (c) an entity in which the former shareholders of the Parent Company hold 50% or more of the value of the outstanding stock; (ii) a merger, consolidation, business combination or other reorganization of the Company in which the former shareholders of the Parent Company hold less than 50% of the value of the

outstanding stock of the surviving corporation; or (iii) the sale or other transfer of all or substantially all of the assets of the Parent Company, other than to (a) shareholders of the Parent Company, (b) a pension, profit-sharing, stock bonus or similar plan established for the benefit of employees of the Company or (c) an entity in which the former shareholders of the Parent Company hold 50% or more of the value of the outstanding stock. For the purposes of this
Section 3.13, the "Parent Company" shall mean Korn/Ferry International.

Executive shall resume making contributions in the annual amounts which the Executive previously elected until contributions are completed.

During any approved leave of absence, interest shall continue to be credited for purposes of computing any Termination Benefit payable pursuant to
Section 3.8, and the Executive shall continue to be eligible for the Survivor's Benefit payable pursuant to Section 3.4. An approved leave of absence shall not constitute a termination of service or break in continuous service unless the Executive fails to return to service with the Company within thirty (30) days following the end of the specified period of the approved leave of absence.

The period of such approved leave of absence shall normally not be counted as years of service with the Company or years of participation in the Plan, but shall not cause a break in consecutive years of participation in the Plan; however, the Committee, in its sole discretion, may determine to count such period as years of service with the Company and years of participation in the Plan, provided all contributions have been completed prior to commencement of the approved leave of absence.

IV

CONDITIONS RELATED TO BENEFITS

(a) The Board of Directors of the Company (the "Board") shall appoint an Administrative Committee consisting of

three or more persons to administer the Plan and to interpret and apply its provisions in accordance with its terms. The Committee shall select the Executives who are eligible to participate in the Plan. A member of the Committee shall not vote or act upon any matter which relates solely to such member as an Executive. In the absence of the appointment of an Administrative Committee, references herein to the Committee shall mean the Board of Directors of the Company. If the Employee Retirement Income Security Act of 1974 ("ERISA") applies to this Plan, the Committee shall be the Plan "Administrator" (as such term is defined in Section 3(16)(A) of ERISA).

(b) The right of any Executive or Beneficiary to receive a benefit hereunder and the amount of such benefit shall be determined in accordance with the procedures for determination of benefit claims established and maintained by the Committee, which shall be in compliance with requirements of Section 503 of ERISA if ERISA applies to this Plan.

anticipation of a liability hereunder, nor in or to any policy or policies of insurance on the life of the Executive owned by the Company. No trust shall be created in connection with or by the execution or adoption of this Plan or an Agreement, and any benefits which become payable hereunder, if payable by the Company, shall be paid from the general assets of the Company. The Executive shall have only a contractual right to the amounts, if any, payable hereunder unsecured by any asset of the Company.

Employment Dispute Resolution Rules of the American Arbitration Association, and judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The arbitration shall occur in Los Angeles, California. The fees and expenses of any arbitration shall be awarded by the arbitrator(s).

V

MISCELLANEOUS

discretion, the Company may establish one or more trusts, with such trustees as the Board of Directors or the Committee may approve, for the purpose of providing for the payment of such benefits. Such trust or trusts may be irrevocable, but the assets thereof shall be subject to the claims of the Company's creditors. To the extent any benefits provided under the Plan are actually paid from any such trust, the Company shall have no further obligation with respect thereto, but to the extent not so paid, such benefits shall remain the obligation of, and shall be paid by, the Company.

compensation for a select group of management of highly compensated employees" for purposes of ERISA, and as such is intended not to be covered by Parts 2 through 4 of Subtitle B of Title I of ERISA (relating to participation and vesting, funding and fiduciary responsibility).

VI

DISCLAIMER OF RESPONSIBILITY FOR TAX CONSEQUENCES

The Company assumes no responsibility, and does not purport to in any way advise or counsel as to the tax consequences and/or liabilities, if any, or the effect on any benefits similar to United States Social Security benefits, if any, as a result of the provisions of this Plan. Executives and Beneficiaries must look solely to their own tax and legal advisers for such advice and counsel.

IN WITNESS WHEREOF, the Company has adopted this KORN/FERRY INTERNATIONAL ENHANCED EXECUTIVE BENEFIT AND WEALTH ACCUMULATION PLAN FOR INTERNATIONAL EXECUTIVES on January 1st, 1994, effective as of January 1st, 1994.
KORN/FERRY INTERNATIONAL

                                             By /s/ Peter L. Dunn
                                                -----------------

                                             Its_________________

Attest:

/s/ Kristine E. Key
-------------------
Title:

Exhibit 10.7 (domestic version, which is the same as the international version in all material respects)

KORN/FERRY INTERNATIONAL

SENIOR EXECUTIVE INCENTIVE PLAN

FOR U.S. EXECUTIVES

KORN/FERRY

SENIOR EXECUTIVE INCENTIVE PLAN

FOR U.S. EXECUTIVES

The purpose of this KORN/FERRY SENIOR EXECUTIVE INCENTIVE PLAN FOR U.S. EXECUTIVES (the "Plan") is to provide a further means whereby KORN/FERRY INTERNATIONAL (the "Parent Company") and its subsidiary and affiliated companies (together the "Company") may afford additional financial security to a select group of senior Executives who have been selected to participate in the Plan by the Parent Company's Board of Directors and who have rendered and continue to render valuable service to the Company, constituting an important contribution toward its continued growth and success. The Plan is designed to provide additional future compensation to the selected Executives so that they may be retained and their productive efforts encouraged.

I

DEFINITIONS AND CERTAIN PROVISIONS

1.1 "Agreement" means the written agreement (substantially in the form attached to this Plan) entered into between the Company and the Executive to carry out the Plan with respect to such Executive.

1.2 An "Executive" means any corporate Vice President or other officer of the Company (or a subsidiary or affiliated

company) who is designated as an "Executive" by the Company and has been selected to participate in the Plan by the Parent Company's Board of Directors and enters into an Agreement.

1.3 "Service" means continuous full-time or substantially full-time service with the Company as an employee.

1.4 A "year of service" means a complete year of continuous, full- time service with the Company. A "year" is a period of 12 consecutive calendar months.

1.5 A "Benefit Unit" means a unit enrolled in by an Executive pursuant to Article II providing the benefits described in Article III.

1.6 "Normal Benefit Date" means the January 1st which is ten (10) years after the commencement of deferrals by the Executive with respect to a Benefit Unit.

1.7 "Termination of service" means the Executive's ceasing his service with the Company for any reason whatsoever, whether voluntarily or involuntarily, including by reason of death or disability.

1.8 "Disability" means a condition that totally and continuously prevents the Executive, for at least six consecutive

months, from engaging in an "occupation" for compensation or profit. During the first 24 months of total disability, "occupation" means the Executive's occupation at the time the disability began. After that period, "occupation" means any occupation for which the Executive is or becomes reasonably fitted by education, training or experience. Notwithstanding the foregoing, a disability shall not exist for purposes of this Plan if the Executive fails to qualify for disability benefits under the Social Security Act, unless the Committee determines, in its sole discretion, that a disability exists.

1.9 "Committee" means the Administrative Committee appointed to manage and administer the Plan pursuant to Section 4.1.

1.10 "Beneficiary" means the person or persons designated by an Executive pursuant to Section 3.7.

1.11 "Moody's" means with respect to any Plan Year the Moody's Long Term Corporate Bond Index-Monthly Average Corporates as published by Moody's Investor's Service, Inc. (or any successor thereto) for the month of July before the Plan Year in question, or, if such yield is no longer published, a substantially similar average selected by the Committee. Whenever the Moody's rate is applicable in crediting interest,

interest shall be credited for each Plan Year using the separate Moody's rates which are applicable for each Plan Year.

1.12 "Plan Year" means the calendar year.

1.13 References to an Executive's or Beneficiary's age are to his or her chronological age.

II

ELIGIBILITY TO PARTICIPATE AND EXECUTIVE COMPENSATION REDUCTION

payable on or after the date on which his election is made, in the amounts and with respect to the years specified in Paragraph 3 of the Agreement, in order to participate in the Plan. An Executive may elect to accelerate his deferrals at such times and in such manner as the Committee may permit in its sole discretion, but may not increase his total deferrals. Any such acceleration shall not result in any change in the benefits payable under the Plan. Any election to accelerate deferrals shall be irrevocable and shall only reduce the amount of compensation earned and payable on or after the date on which the election is made.

III

BENEFITS

to his Normal Benefit Date, but not later than his retirement or attainment of age 65, whichever is later. Such election may be made at such time and in such manner as the Committee may permit in its sole discretion. In such event the Incentive Benefit payments (and continuation of Incentive Benefits) shall be actuarially increased as determined by the Committee to reflect the later date of commencement of the Incentive Benefit payments.

All payments of Incentive Benefits (and continuation of Incentive Benefits) which commence prior to the Normal Benefit Date shall be reduced on account of such early payment. Such payments shall be reduced by one-half of one percent (0.50%) for each month between the date when such payments commence and the Normal Benefit Date. However, the Committee may adjust this reduction factor, in its sole discretion, at any time when the prime rate of interest charged by Security Pacific National Bank (i.e., the lowest rate of

interest charged to its most creditworthy commercial borrowers on unsecured loans maturing in ninety (90) days or less) exceeds twelve percent (12%) per annum.

Interest shall be credited with respect to each Benefit Unit at a rate per annum based on the Executive's number of years of participation in such Benefit Unit at the time of his termination of service in accordance with the following schedule:

Years of Participation
    in Benefit Unit               Interest Rate
----------------------            -------------
         0 - 2                        6%

         3 - 5                        8%

         6 - 8               Moody's (but not less than
                                 8% nor more than 12%)

         9 - 10              Moody's + 2% (but not less
                             than 8% nor more than 12%)

The applicable interest rate based on the Executive's years of participation in the Benefit Unit (i.e., 6%, 8%, Moody's (but not less than 8% nor more than 12%), or Moody's + 2% (but

not less than 8% nor more than 12%)) will apply on a retroactive basis for all years of participation in the Benefit Unit. Whenever the Moody's rate is applicable in crediting interest, interest shall be credited for each Plan Year using the separate Moody's rates which are applicable for each Plan Year. The Moody's rate which shall be used in crediting interest earned during any Plan Year will be the Moody's rate for the month of July before the Plan Year in question.

Notwithstanding any other provision of the Plan, upon any termination of the Executive's participation in a Benefit Unit under the Plan while the Executive continues in the service of the Company, the Executive shall immediately cease to be eligible for any other benefits under the Plan with respect to such Benefit Unit and shall only be entitled to receive his Termination Benefit at the time of his termination of service with the Company. In its sole discretion, the Committee may pay the Termination Benefit to the Executive on an earlier date at any time subsequent to his termination of participation in the Benefit Unit under the Plan.

"Survivor's Benefit"). At its sole discretion, the Committee may accelerate the manner and time of payment of the Survivor's Benefit, which shall be actuarially adjusted as determined by the Committee.

such Section unless the Executive consents to a later payment. In the event that a payment is deferred pursuant to this Section 3.8, the amount payable pursuant to Section 3.4 shall be increased by an amount equal to interest on such amount from the date otherwise payable to the date of payment, compounded annually, at an annual rate equal to the prime rate of interest charged from time to time by Security Pacific National Bank (i.e., the lowest rate of interest charged to its most creditworthy commercial borrowers on unsecured loans maturing in ninety
(90) days or less) or twelve percent (12%) per annum, whichever is less. This
Section 3.8 shall not apply, and no payments shall be deferred hereunder, in the event of termination of the Plan or termination of service within three (3) years following a "Change of Control" of the Parent Company. For this purpose a "Change of Control" shall mean (i) the sale or other transfer of 50% or more of the voting stock of the Parent Company, (ii) a merger, consolidation, business combination or other reorganization of the Company in which the former shareholders of the Parent Company hold less than 50% of the value of the outstanding stock of the surviving corporation, or (iii) the sale or other transfer of all or substantially all of the assets of the Parent Company.

benefits provided for by the Plan, with payments to be actuarially increased as determined by the Committee.

During any approved leave of absence, interest shall continue to be credited for purposes of computing any Termination Benefit payable pursuant to
Section 3.4, and the Executive shall continue to be eligible for the Survivor's Benefit payable pursuant to Section 3.5. An approved leave of absence shall not constitute a termination of service unless the Executive fails to return to service with the Company within thirty (30) days

following the end of the specified period of the approved leave of absence. However, the period of such approved leave of absence shall not be counted as years of participation in a Benefit Unit. Also, the Normal Benefit Date (as defined in Section 1.6) shall be extended by any approved leave of absence and shall be determined by disregarding any period of approved leave of absence in calculating ten (10) years after commencement of deferrals with respect to a Benefit Unit.

IV

CONDITIONS RELATED TO BENEFITS

regulating the bonuses or other compensation payable to the Executive.

V

MISCELLANEOUS

hypothecate or convey in advance of actual receipt the amounts, if any, payable hereunder, or any part thereof, which are, and all rights to which are, expressly declared to be unassignable and non-transferable. No part of the amounts payable shall, prior to actual payment, be subject to seizure or sequestration for the payment of any debts, judgments, alimony or separate maintenance owed by the Executive or any other person, or be transferable by operation of law in the event of the Executive's or any other person's bankruptcy or insolvency.

IN WITNESS WHEREOF, the Company has adopted this KORN/FERRY SENIOR EXECUTIVE INCENTIVE PLAN FOR U.S. EXECUTIVES effective on January 1, 1987.

KORN/FERRY INTERNATIONAL

By /s/ Norman A. Glick
   ----------------------------
Its



By /s/ Peter L. Dunn
   ----------------------------
Its

AMENDMENT TO

KORN/FERRY SENIOR EXECUTIVE INCENTIVE PLAN

FOR U.S. EXECUTIVES

This Amendment to the KORN/FERRY SENIOR EXECUTIVE INCENTIVE PLAN FOR U.S.

EXECUTIVES (the "Plan") shall be effective as of January 1, 1987.

I. Section 3.11 of the Plan is hereby amended to read as follows:

During any approved leave of absence, interest shall continue to be credited for purposes of computing any Termination Benefit payable pursuant to
Section 3.4, and the Executive shall continue to be eligible for the Survivor's Benefit payable pursuant to Section 3.5. An approved leave of absence shall not constitute a termination of service or break in continuous service unless the Executive fails to return to service with the

Company within thirty (30) days following the end of the specified period of the approved leave of absence.

The period of such approved leave of absence shall normally not be counted as years of participation in a Benefit Unit; however, the Committee, in its sole discretion, may determine to count such period as years of participation in a Benefit Unit, provided all deferrals with respect to the Benefit Unit have been completed prior to commencement of the approved leave of absence. Also, the Normal Benefit Date (as defined in Section 1.6) shall be extended by any approved leave of absence and shall be determined by disregarding any period of approved leave of absence in calculation ten (10) years after commencement of deferrals with respect to a Benefit Unit, unless otherwise determined by the Committee in its sole discretion."

KORN/FERRY INTERNATIONAL

By /s/ Richard M. Ferry
   ----------------------------
Its President
    ---------------------------

ATTEST

/s/ Peter L. Dunn
-------------------------
Asst Secretary

ELIGIBILITY         All Vice Presidents of Korn/Ferry International
-----------

EFFECTIVE DATE      May 1, 1974
--------------

DESCRIPTION OF PLAN
-------------------

                    The Executive Salary Continuation Plan will pay Korn/Ferry
                        ----------------------------------
                    Vice Presidents a partial salary of $7,000 per year for the
                    five year period following retirement totalling $35,000 in
                                                                     ------
                    additional compensation to supplement Social Security and
                    the existing Profit Sharing Plan.

                    In the event of the death of a Vice President before
                    retirement, this plan provides that the Vice President's
                    family will be kept on the Korn/Ferry payroll for a ten year
                    period, paying $10,000 to the family per year, a benefit
                    which totals $100,000.

                    This Salary Continuation Plan is provided in lieu of the
                    existing Excess Group Life Insurance Plan, which provides a
                    $50,000 death benefit in the event of death before
                    retirement and has no post-retirement benefits.

Korn/Ferry Vice Presidents will no longer incur the tax burden they currently realize due to the taxable income (economic benefit) they now report under the Group plan. This will amount to a savings of $6,735 (or $337 per year) in taxes for an executive who is age 45 and works until retirement.

Since the Korn/Ferry Vice President will receive $35,000 in cash at retirement, this entire amount is an increase over the existing plan.

Assuming a 45 year old executive is in the 40% marginal tax bracket ($22,000 of taxable income) he would have to earn an additional $1,270 per year and invest it at 8% gross rate of return in order to equal the after-tax amount of the Salary Continuation benefit at retirement.

As mentioned earlier, the executive's family will receive $10,000 per year for a 10-year period in the event of death before retirement.

The family may elect to take the commuted present value in a lump sum if desired, although income tax considerations may make this choice an undesirable one.

Funding for this plan will be provided through insurance contracts purchased by and owned by Korn/Ferry International on the lives of participating officers. This will insure the monies necessary to provide the plan benefits.

No benefits are vested and in the event of termination before retirement, no benefits will be payable.

You will be contacted directly about the necessary data.

Plan specifications will be elaborated on in a separate Salary Continuation Agreement which you will receive shortly.

The entire cost of the plan will be borne by Korn/Ferry International and you will have no tax liability during your working years.

All plan benefits will be taxable income to the recipients as received.

This Plan in no way effects the $70,000 Basic Group Life Insurance coverage for each Vice President which will remain in force. Only the Excess Group Life is being replaced.

EXHIBIT 10.9

STOCK REPURCHASE AGREEMENT

THIS STOCK REPURCHASE AGREEMENT (the "Agreement") is entered into as of ____________________ by and between Korn/Ferry International, a California corporation (the "Company"), and _________________________________________, an individual (the "Shareholder").

RECITALS

A. The Company is a corporation duly organized and existing under the laws of the State of California.

B. The Shareholder is a participant in the Korn/Ferry International Retirement Plan ("Retirement Plan"). It is anticipated that the Retirement Plan will be terminated, and that shares of the Company will be distributed to the Shareholder pursuant to such termination.

C. The Company and the Shareholder acknowledge that the shares of the Company to be distributed to the Shareholder pursuant to the termination of the Retirement Plan shall be subject to this Stock Repurchase Agreement.

NOW, THEREFORE, in consideration of the foregoing and in consideration of the mutual promises set forth below, the parties hereto agree as follows:

"Book Value" means the book value of a Share, as determined in accordance with generally accepted accounting principals applied in accordance with the usual accounting practices of the Company.

"Fiscal Year" means the fiscal year of the Company, which begins each May 1 and ends each April 30.

"Shares" means the shares of Company Common Stock currently held or acquired by Shareholder in the future.

"Value" means, for purposes of determining the price at which a Share will be sold or purchased pursuant to this Agreement, (a) the Book Value of such Share as of the end of the Fiscal Year immediately preceding such sale or purchase, or (b) such other value or formula for determining value as may be specified from time to

time after the date hereof in a resolution adopted by a majority of the shareholders of the Company as the value or formula for determining Value to be used in connection with any sales and purchases of Shares by the Company, including, without limitation, sales and purchases pursuant to the equity plans adopted by the Company in 1991 (the Executive Participation Program, the Foreign Executive Participation Program and the 1991 Executive Stock Purchase Plan (collectively referred to herein as the "Equity Plans")).

(i) Shall contain the following legend:

"TRANSFER OF THE SHARES REPRESENTED BY THIS CERTIFICATE MAY REQUIRE REGISTRATION UNDER THE SECURITIES ACT OF 1933 (THE "ACT") AND THIS CERTIFICATE MAY NOT BE TRANSFERRED WITHOUT EVIDENCE OF SUCH REGISTRATION OR OF AN EXEMPTION FROM THE REGISTRATION REQUIREMENT OF THE ACT. THE RIGHT TO SELL, TRANSFER OR OTHERWISE DISPOSE OF OR PLEDGE THE SHARES REPRESENTED BY THIS CERTIFICATE IS PROHIBITED BY THE TERMS OF A STOCK REPURCHASE AGREEMENT. A COPY OF SUCH AGREEMENT IS ON FILE AT THE COMPANY'S PRINCIPAL PLACE OF BUSINESS."

(ii) May contain additional legends as required by state securities laws.

(iii) Shall contain the following legend, if the Shareholder is not a U.S. Person, as defined in the Act and Regulation S promulgated thereunder.

"THE TRANSFER OF THESE SECURITIES IS PROHIBITED EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED."

actual term of the Note will be determined in the sole and absolute discretion of the Company. The indebtedness evidenced by the Note, both principal and interest, shall be subordinated and junior, to the extent set forth in the next sentence, to all indebtedness of the Company, both principal and interest (accrued and accruing thereon both before and after the date of filing a petition in any bankruptcy, insolvency, reorganization or receivership proceedings, whether or not allowed as a claim in such case or proceeding) in respect of borrowed money, whether outstanding on the date of the Note or thereafter created, incurred or assumed (collectively, the "Senior Debt"); provided, that such Senior Debt shall not include any obligation of the Company under the Equity Plans to repurchase shares of its common stock. Upon the maturity of any of the Senior Debt by lapse of time, acceleration or otherwise, all principal of, and interest on, all such matured Senior Debt shall first be paid in full before any payment is made by the Company on account of principal of, or interest on, the Note.

restraining any such transfer pending the determination of such controversy. In the event of any controversy, such rights or obligations shall be enforceable in a court by a decree of specific performance. Such remedy shall, however, be cumulative and not exclusive, and shall be in addition to any other remedy which the parties may have. The provisions of this Agreement are for the benefit of the Company and the Shareholder and may be enforced by either of them.

Korn/Ferry International
1800 Century Park East
Suite 900
Los Angeles, California 90067 Attn.: Corporate Office - Vice President - Administration

and if intended for the Shareholder shall be addressed to the Shareholder at his or her address as shown on the Company's books. Any party may change his, her or its address for notice by giving notice thereof to the other party to this Agreement. A change of address notice by the Shareholder shall be recorded in the books of the Company as the Shareholder's address for notice unless the Shareholder otherwise instructs the Company.

IN WITNESS, WHEREOF, the parties have executed this Shareholder's Agreement as of the date first written above.

SHAREHOLDER

By: ___________________________

Name: _____________________

KORN/FERRY INTERNATIONAL

By: ___________________________

EXHIBIT 10.10

AMENDED AND RESTATED
STOCK REPURCHASE AGREEMENT

THIS AMENDED AND RESTATED STOCK REPURCHASE AGREEMENT (the "Agreement") is entered into as of ________________ by and between Korn/Ferry international, a California corporation (the "Company"), and _________________________, an individual (the "Shareholder"), and is an amendment and restatement of the previous Stock Repurchase Agreement between the Company and the Shareholder (the "Prior Agreement") [MODIFY AS APPROPRIATE IF MORE THAN ONE PRIOR AGREEMENT.].

RECITALS

A. The Company is a corporation duly organized and existing under the laws of the State of California.

B. [MODIFY AS APPROPRIATE FOR EACH INDIVIDUAL.] In 1991, the Company adopted the Executive Participation Program (the "Equity Plan"), which provides for the sale of shares of Company common stock to certain officers of the Company.

C. Pursuant to the Equity Plan the Shareholder subscribed to purchase shares of Company Common Stock under the Executive Participation Program Stock Subscription Agreement (Basic Equity Account) between Company and Shareholder (the "Subscription Agreement"), which required that Shareholder enter into the Prior Agreement.

D. In August 1998, the Company's shareholders approved the initial public offering of the Company (the "IPO"), and authorized the Company to offer to amend and restate the Prior Agreement, subject to the consummation of the IPO.

E. The Shareholder and the Company now wish to enter into this Agreement as an amendment and restatement of the Prior Agreement. This Agreement shall become effective if and only if the is consummated on or before ____________, 19___.

NOW, THEREFORE, in consideration of the foregoing and the mutual promises set forth below, the parties hereto agree as follows:

"Book Value" means the book value of a Share, as determined in accordance with generally accepted accounting principals applied in accordance with the usual accounting practices of the Company.

"Equity Committee" shall mean a committee appointed by the Board of Directors of the Company. The Equity Committee shall be comprised of three members of the board of directors of the Company, at least two of which shall not be officers or employees of the Company.

"Fiscal Year" means the fiscal year of the Company, which is currently specified as the period beginning each May 1 and ending each April 30, or any other period specified by the Board of Directors of the Company as the fiscal year of the Company.

"401(k) Plan" means the Korn/Ferry International Employee Tax Deferred Savings Plan.

"Shares" means the shares of Company Common Stock currently owned by the Shareholder from any source or which may be acquired by Shareholder in the future under the Equity Plan, or distributed to the Shareholder under the
401(k) Plan. Shares acquired on the public market following the IPO shall not be considered as "Shares".

"Value" means, for purposes of determining the price at which a Share will be sold or purchased by the Company pursuant to Section 7 of this Agreement, (a) the Book Value of such Share as of the end of the Fiscal Year ending April 30, 1998, plus interest at the rate of eight and one-half percent (8.5%) per annum, (b) such other value or formula for determining value as may be specified from time to time after the date hereof in a resolution adopted by the Board of Directors of the Company for purposes of this Agreement.

been so registered or unless, in the opinion of counsel satisfactory to the Company, such registration is not required.

(i) Shall contain the following legend:

"TRANSFER OF THE SHARES REPRESENTED BY THIS CERTIFICATE MAY REQUIRE REGISTRATION UNDER THE SECURITIES ACT OF 1933 (THE "ACT") AND THIS CERTIFICATE MAY NOT BE TRANSFERRED WITHOUT EVIDENCE OF SUCH REGISTRATION OR OF AN EXEMPTION FROM THE REGISTRATION REQUIREMENT OF THE ACT. THE RIGHT TO SELL, TRANSFER OR OTHERWISE DISPOSE OF OR PLEDGE THE SHARES REPRESENTED BY THIS CERTIFICATE IS PROHIBITED BY THE TERMS OF A RESTATED AND AMENDED STOCK REPURCHASE AGREEMENT. A COPY OF SUCH AGREEMENT IS ON FILE AT THE COMPANY'S PRINCIPAL PLACE OF BUSINESS."

(ii) May contain additional legends as required by state securities laws.

DATE                     PERMISSIBLE SALES
----                     -----------------

Consummation of the      Ten percent (10%) of the
Company's Initial        Shareholder's Shares
Public Offering
("IPO Date")

Second anniversary       An additional twenty percent
of IPO Date              (20%) of the Shareholder's Shares

Third Anniversary of     An additional twenty percent
IPO Date                 (20%) of the Shareholder's Shares

Fourth Anniversary       Any remaining Shares
of IPO Date

The foregoing schedule of permissible sales shall be applied as follows:

(a) The percentages shall be applied with respect to the sum of the Shareholder's current Shares as of the time of a sale, plus any Shares previously sold. As an example by way of illustration only, and not reflective of the Shareholder's actual number of Shares, assume the Shareholder had 100 Shares on the IPO Date, and that an additional 50 Shares were beneficially owned by the Shareholder under the 401(k) Plan. The Shareholder would have the right, as of the IPO Date, to sell ten percent (10 shares) of the Shares held by the Shareholder other than the Shares beneficially owned under the 401(k) Plan. (Sale of Shares beneficially owned under the 401(k) Plan are governed by the provisions of the 401(k) Plan rather than this Agreement.) If the Shareholder sold the permitted ten Shares on the IPO Date, and, before the second anniversary of the IPO Date, received a distribution from the 401(k) Plan of the Shareholder's fifty Shares, the Shareholder would have 140 Shares on the second anniversary of the IPO Date. The Shareholder would be permitted to sell up to 35 shares on the second anniversary of the IPO Date (the sum of the Shares then held (140), plus the shares previously sold (10), times 30%, less the shares previously sold, equals 35 shares).

(b) Shares sold on the IPO Date shall be sold pursuant to the procedures established by the Company. No Shares may be sold in the period from the day after the IPO Date to the second anniversary of the IPO Date. Fifty percent (50%) of the proceeds of the sale of the Shareholder's shares on the IPO Date (or, if less, the outstanding balance of the Shareholder's notes under the Subscription Agreement) shall be used by the Company to reduce the balance of the Shareholder's notes under the Subscription Agreement.

(c) Any Company Common Stock beneficially owned by the Shareholder in the 401(k) Plan shall not count towards determining the Shares which may be sold unless and until such Shares are distributed to the Shareholder from the 401(k) Plan.

(d) The foregoing schedule shall cease to apply to the Shareholder's Shares and the Shares may be sold without restriction in the event of the Shareholder's death.

Upon the request of Shareholder, when the Shareholder has the right to sell Shares, the Company shall deliver the Shares which may be sold to the Shareholder, and the Company and the Shareholder shall appropriately modify the assignment(s) in blank and the receipt to reflect the delivery of Shares.

(a) Upon an occurrence described in Section 7(b) or 7(c) hereof, and subject to any prohibitions on the purchase of Shares by the Company under applicable law or any agreement binding on the Company, the Shareholder shall sell, if the Company elects to purchase, the number of Shares determined under the applicable subsection at a price per share equal to the Value as of the date on which such Shares are to be purchased by the Company. Notwithstanding the foregoing, if the Company is prohibited from purchasing the Shares by applicable law or by any contract or agreement binding on the Company, including without limitation any loan agreement, the Company may elect to purchase the Shares determined under the applicable subsection as soon as practicable after it determines in good faith that it is legally and contractually permitted to do so. If Shareholder paid for all or any part of the Shares with a promissory note or notes payable to the Company, the Company will, and Shareholder hereby authorizes the Company to, offset against any amounts owing to Shareholder by the Company with respect to Shares purchased hereunder any amounts outstanding for principal or accrued interest under such promissory note(s). Any amount so offset shall be deducted from the purchase price to be paid under this section upon the purchase of the Shares by the Company. The balance of the purchase price for the Shares, if any, shall be paid by the Company, in its sole and absolute discretion, either in cash or by delivery of a non-transferable promissory note in the form of Exhibit C hereto (the "Note"). The Note shall bear simple interest at Bank of America's (or its successor's) reference rate as of the date hereof and may be for term of up to five years. The Note shall be paid in equal annual installments of principal plus all accrued and unpaid interest on the total principal amount. Subject to the preceding sentence, the actual term of the Note will be determined in the sole and absolute discretion of the Company. The indebtedness evidenced by the Note, both principal and interest, shall be subordinated and junior, to the extent set forth in the next sentence, to all indebtedness of the Company, both principal and interest (accrued and accruing thereon both before and after the date of filing a petition in any bankruptcy, insolvency, reorganization or receivership proceedings, whether or not allowed as a claim in such case or proceeding) in respect of borrowed money, whether outstanding on the date of the Note or thereafter created, incurred or assumed (collectively, the "Senior Debt"); provided, that such Senior Debt shall not include any obligation of the Company under the Equity Plan to repurchase shares of its common stock. Upon the maturity of any of the Senior Debt by lapse of time, acceleration or otherwise, all principal of, and interest on, all such matured Senior Debt shall first be paid in full before any payment is made by the Company on account of principal of, or interest on, the Note.

(b) The Company shall have the right to purchase, and in the event the Company elects to purchase, the Shareholder shall sell to the Company, all of the Shareholder's Shares, if the Company determines that any one or more of the following past or present acts or events have occurred: (1) the Shareholder engages or has engaged in behavior that is disruptive to the Company, or (2) the Shareholder interferes with (or has interfered with) or engages in conduct that interferes with (or has interfered with) the efficient operation of the Company or any office of the Company, or (3) the Shareholder engages or has engaged in acts or conduct that are injurious to or otherwise harm the Company or any office of the Company, or (4) the Shareholder breaches or has breached any agreement with the Company, or (5) the Shareholder engages or has engaged in conduct or acts detrimental to the Company, or (6) the Shareholder becomes or became affiliated with a competitor, or develops, or make a contribution to, a competing enterprise, (7) the Shareholder discloses or has disclosed confidential Company information to a third party, or (8) the Shareholder is or was convicted of a felony or other crime involving fraud, dishonesty or acts of moral turpitude.

If the Company determines that any one or more of the foregoing acts or events has occurred, the Shareholder may appeal such determination to the Equity Committee within ten days of receipt of written notice of such determination from the Company. The Equity Committee shall have 30 days to either confirm or overturn the Company's determination. If the Equity Committee confirms the Company's determination, the Equity Committee shall also determine if the Shareholder's acts or conduct are curable by the Shareholder. If the Equity Committee determines that the Shareholder's acts or conduct are curable, then the Shareholder shall be given thirty (30) days following notice of the Equity Committee's decision to cure such acts or conduct, and an additional ten
(10) days to provide proof of such cure acceptable to the Equity Committee. If the Equity Committee determines that the acts or conduct are not curable, or the Shareholder does not provide proof that curable acts or conduct have been cured, then the determination that the Shareholder engaged in acts or conduct detrimental to the Company shall be final and binding.

Shareholder acknowledges that the Company's purchase right under this subsection 7(b) may be financially disadvantageous to the Shareholder if, at the time of the purchase, there is a large differential between the Value (as that term is defined herein) of the Shares to be purchased and the then market value of such shares.

(c) At any time, but not more frequently than once in any two-year period, the Equity Committee may determine that the Company shall have the right to purchase the number of Shares determined by the Equity Committee (a "Company Call"). No Company Call shall be for a number of Shareholder's Shares greater than ten percent (10%) of the Shares for which Sales are not yet permissible under Section 5 hereof. The Equity Committee shall make its determination under this Section 7(c) based upon the Equity Committee's assessment of market conditions for the Company's

common stock and the Company's recent financial performance. Any Company Call shall be made on a pro rata basis among the shareholders with whom the Company has entered into agreements similar to this Agreement.

Provided, however, this Section 7 does not apply to Shares released for sale under Section 5 herein.

delivered, or shall be sent by telecopier. Any communication so addressed and mailed shall be deemed to be given seven days after mailing and any communication delivered in person shall be deemed to be given when receipted for, or actually received by, an authorized officer of the recipient. All such communications, if intended for the Company, shall be addressed to the Company as follows:

Korn/Ferry International 1800 Century Park East Suite 900
Los Angeles, California 90067 Attn.: Corporate Secretary

and if intended for the Shareholder shall be addressed to the Shareholder at his or her address as shown on the Company's books. Any party may change his, her or its address for notice by giving notice thereof to the other party to this Agreement. A change of address notice by the Shareholder shall be recorded in the books of the Company as the Shareholder's address for notice unless the Shareholder otherwise instructs the Company.

right or breach. No waiver of any right or waiver of any breach shall constitute a waiver of any other or similar right or breach, and no failure to enforce any right hereunder shall preclude or affect the later enforcement of such right.

IN WITNESS, WHEREOF, the parties have executed this Amended and Restated Stock Repurchase Agreement as of the date first written above.

SHAREHOLDER

By:____________________________

Name:__________________________

By:____________________________

Name:   Elizabeth S.C.S. Murray
        -----------------------

Title:   Executive VP & CFO
        -----------------------

EXHIBIT A

IRREVOCABLE STOCK ASSIGNMENT

For good and valuable consideration pursuant to Section 6 of that certain Amended and Restated Stock Repurchase Agreement between the undersigned and Korn/Ferry International, the undersigned hereby sells, assigns and transfers to _______________________ _______ shares of common stock of Korn/Ferry International, represented by Certificate No(s). _______________ standing in the name of the undersigned on the books of said company.

By:____________________________

Name:__________________________

Dated:___________, 19__

WITNESS:

By:____________________________

Name:__________________________

Dated:___________________, 19__

EXHIBIT B

RECEIPT

Korn/Ferry International, a California corporation (the "Company"), hereby acknowledges that it has received and is holding as custodian on behalf of ______________________________________________________________, an officer of the Company ("Executive"), _______ shares of Company Common Stock (the "Shares"), represented by certificate(s) number _________, _________ and __________ issued on _____________, 19___ in the name of Executive (copies of which are attached hereto), together with an Irrevocable Stock Assignment executed by Executive (the "Stock Assignment"). The Shares and the Stock Assignment are being held by the Company pursuant to and in accordance with the terms of that certain Amended and Restated Stock Repurchase Agreement between the Company and Executive, and any promissory note(s) and related Stock Pledge Agreement delivered by Executive to the Company in connection with the purchase of all or a portion of the Shares.

KORN/FERRY INTERNATIONAL

By:____________________________

Name:__________________________

Title:_________________________

Dated: _______________, 19__

EXHIBIT C

KORN/FERRY INTERNATIONAL
NON-TRANSFERABLE SUBORDINATED PROMISSORY NOTE

$____ __________,19__

FOR VALUE RECEIVED, the undersigned, KORN/FERRY INTERNATIONAL, a California corporation (the "Company") hereby promises to pay to the order of _____________________ __________________ ("Payee") the principal sum of ______________________________ dollars ($___________), plus interest on the unpaid balance thereof at the rate of ______% per annum [reference rate of Bank of America or its successor on the date hereof].

Payments of principal and interest hereunder shall be in lawful money of the United States of America and shall be payable in ______________ (____) annual payments, the first such payment to be made on ___________, 19__, and the final such payment to be made on ____________, 19__. Interest shall be simple interest and shall be paid on the basis of a 360-day year and a 30-day month.

Principal and interest on this note are payable, at _______________, or such other place as Payee shall designate in writing for such purpose at least five business days in advance of the applicable payment date. Principal and interest on this note may be prepaid at any time, in whole or in part, without premium or penalty. The timely tender of any payment of principal or interest on this note shall be deemed to have been made if a check for such payment is mailed two business days before the day such payment is due.

If any payment of principal or interest on this note shall be due on a Saturday, Sunday or legal holiday under the laws of the State of California, or any other day on which banking institutions in the City of Los Angeles are obligated or authorized by law or executive order to close, such payment shall be made on the next succeeding business day in California, and any such extended time shall not be included in computing interest in connection with such payment.

The indebtedness evidenced by this note, both principal and interest, is subordinated and junior to the extent set forth in Section 7 of that certain Amended and Restated Stock Repurchase Agreement dated as of _________________ between the Company and Payee.

Payee shall not sell, assign or otherwise transfer or dispose of all or any part of this note to any person, partnership, corporation, firm or other entity, except with the prior written consent of the Company.

This note is made and delivered in California and shall be governed, construed and enforced according to the laws of the State of California.

KORN/FERRY INTERNATIONAL

By:__________________________

Name:________________________

Title:_______________________

EXHIBIT D

CONSENT OF SPOUSE OF SHAREHOLDER

The undersigned, being the spouse of the Shareholder, ________________, who has signed the foregoing Amended and Restated Stock Repurchase Agreement, hereby acknowledges that he or she has read and is familiar with the provisions of said Agreement including but not limited to
Section 10 herein and agrees to be bound thereby and join therein to the extent, if any, that his or her agreement and joinder may be necessary. The undersigned hereby agrees that the Shareholder may join in any future amendment or modifications of the Agreement without any further signature, acknowledgment, agreement or consent on his or her part; and the undersigned hereby further agrees that any interest which he or she may have in the Shares held by Shareholder shall be subject to the provisions of this Agreement.

By:__________________________

Name:________________________

Dated:_______________________

Exhibit 10.11

(domestic version, which is
the same in all material
respects as the
international version)

KORN/FERRY EMPLOYMENT CONTRACT

SAMPLE

AGREEMENT dated (INSERT HIRE DATE)______________________, by and between KORN/FERRY INTERNATIONAL, a California corporation, (hereinafter called the "Corporation") and (INSERT EXECUTIVE'S NAME)______________________, (hereinafter called the "Executive").

In consideration of the mutual covenants contained herein, the parties agree as follows:

SAMPLE

which event Executive's employment shall terminate at the end of such initial term or then current extended year.

(B) The Executive agrees to hold such offices in the Corporation and/or any subsidiary or affiliate of the Corporation to which, from time to time, he may be elected or appointed, without additional compensation. The Executive shall render such services to the Corporation and/or to any and all subsidiaries and affiliates of the Corporation at such times and at such places as shall from time to time be designated by the Board of Directors and/or the President of the Corporation.

(C) It is contemplated that the Executive shall perform his duties in such places as may be required. The Executive may be obliged, from time to time, and for reasonable periods of time, to travel in the performance of his duties. In such cases, the Corporation shall pay or reimburse the Executive for all reasonable travel and other expenses incurred by him in connection with the performance of his services under this agreement, upon presentation of expense statements or vouchers and such other supporting information as it may from time

SAMPLE

to time request; provided, however, that the amount available for such travel and other expenses may be fixed in advance by the President.

(B) The Executive shall, in addition to his salary, be eligible to receive an annual bonus as may be approved by the Board of Directors, less income tax withholding and other customary employee deductions. In the event of termination of the Executive's employment under this Agreement, he shall be entitled only to such payment of the bonus as was approved by or pursuant to authority from the Board of Directors as of the date of termination.

(C) The Executive shall be eligible to participate in any group insurance, deferred compensation or other plan or program adopted by the Corporation for the benefit of its executive employees of similar stature of the Executive in accordance with the provisions of the respective plan or plans.

SAMPLE

(D) The Executive shall be entitled to twenty (20) days annual vacation, exclusive of sick leave and holidays recognized by the Corporation, which may be taken at such times as are consistent with good business practices.

(B) The Executive agrees during his term of employment, except as necessary to carry on the business of the Corporation, and after the expiration of his employment, that he shall not, directly or indirectly, use

SAMPLE

or disclose to any person, firm or corporation, any candidate list, personal histories or resumes, employment information, business information, customer lists, business secrets, or any other information not generally known in the industry concerning the business or policies of the Corporation, including, but not limited to, the Corporation's list of clients or placement candidates.

(C) The Executive agrees that during the term of his employment hereunder, and for the two year period immediately subsequent to the expiration of his employment, he will not directly or indirectly (as owner, principal, agent, partner, officer, employee, independent contractor, consultant, stockholder or otherwise), (i) solicit or accept any executive search or placement assignment from, or otherwise attempt to provide services then provided by the Corporation to, any existing client of the Corporation or its subsidiaries or affiliates or any person who has been a client of the Corporation or its subsidiaries or affiliates during the proceeding two years,
(ii) solicit for employment or otherwise attempt to engage the services of any employee of the Corporation or its subsidiaries or affiliates. The term "client" as used in clause (C) (i) hereof shall mean only clients as to which the Executive, at any time during the three years preceding his termination of employment, contacted or engaged in activities on behalf of the Corporation.

(D) Nothing herein shall be deemed to prevent the Executive after termination of his employment, from engaging in business competitive to that of the Corporation provided the Executive does so without violating the above provisions which, among other matters, prohibit the Executive's utilizing the Corporation's confidential records, soliciting the

SAMPLE

Corporation's employees and soliciting the Corporation's clients as defined in clause (C) (i) hereof.

(E) The Executive recognizes and acknowledges that any breach of the foregoing subparagraphs FIFTH (B) and (C) would result in immeasurable and irreparable harm to the Corporation, and accordingly, agrees that in addition to, and not in lieu of, all other remedies available to the Corporation by reason of such breach, the Corporation shall be entitled to temporary and permanent injunctive relief to prevent the occurrence or continuation thereof.

(1) the death of the Executive;

(2) the permanent disability of the Executive; or

(3) the Corporation's election to terminate the employment of the Executive upon notice to him if:

(a) the Executive shall by reason of illness, physical or mental disability or other incapacity, fail to render the services provided for by this agreement for a period of sixty (60) consecutive days or for nonconsecutive periods aggregating more than one hundred twenty (120) days within any six month period, exclusive of Saturdays, Sundays, holidays or days on which the Executive was on vacation provided, however, that the Corporation shall have given the Executive such notice during his absence; or

SAMPLE

(b) in the opinion of the Board of Directors of the Corporation, or a committee thereof, the Executive has breached any statutory or common law duty of loyalty to the Corporation, or has neglected those duties in such a manner as to meet reasonable standards of performance established by the Board of Directors or a committee thereof.

(B) All compensation shall cease to accrue upon termination of the Executive's employment.

(C) The Executive's employment hereunder may be terminated with cause by the Corporation in the event the Executive shall commit any act of fraud against the Corporation, or any criminal act. Any such act shall be deemed to be a breach of this agreement by the Executive.

To the Corporation:      Korn/Ferry International
                         Executive Offices
                         237 Park Avenue
                         New York, New York 10017

To the Executive:        ___________________________

                         ___________________________

                         ___________________________

provided, however, that any notice of change of address shall be deemed to have been given only upon receipt, or first attempted delivery by the post office.

SAMPLE

IN WITNESS WHEREOF, this agreement has been executed by the parties in New York on the day and in the year first above written.

KORN/FERRY INTERNATIONAL

By:__________________________________
Peter L. Dunn

EXECUTIVE:

Exhibit 10.12

KORN/FERRY INTERNATIONAL

DEFERRED COMPENSATION ELECTION FORM - APRIL 1998

THIS FORM MUST BE COMPLETED AND RETURNED TO CHARLES RAFOWICZ
IN THE LOS ANGELES OFFICE NO LATER THAN APRIL 22, 1998.

Full Name (print or type):______________________________Soc. Sec. No.___________

FISCAL 1998 BONUS AWARD - DISCRETIONARY PORTION: I hereby irrevocably elect to defer the receipt of the following amount from any Discretionary Portion of the Fiscal 1998 bonus to be awarded to me on April 30, 1998 (minimum deferral of $5,000 or 5% whichever is greater, maximum deferral of 100%): PLEASE COMPLETE ONLY ONE

A. $_________ -OR- B._________% -OR- C.________% in excess of $________

REMAINING 1998 BASE SALARY: I hereby irrevocably elect to defer the receipt of the following portion of my base salary compensation beginning May 1, 1998 through December 31, 1998 ($5,000 or 5% minimum whichever is greater, maximum 90%):
PLEASE COMPLETE ONLY ONE

A. $_________ -OR- B._________% per pay period

In making this election to defer compensation, I acknowledge and certify that:

. Korn/Ferry International, at its sole and complete discretion, may reduce the amounts to be deferred by me under this program.

. The amounts deferred will be paid to me on April 30, 1999 with interest equal to Korn/Ferry International's bank borrowing rate compounded annually.

. If I terminate employment with Korn/Ferry International, retire, or die prior to April 30, 1999, the amounts deferred plus interest will be paid to me or to my beneficiary on April 30, 1999.

. The deferral of salary and/or bonus compensation may reduce the amount of contributions I might be eligible to make or Korn/Ferry International company contributions I might be eligible to receive under the Employee Tax Deferred Compensation (401k) Plan for the 1998 Plan Year and/or the 1999 Plan Year.

. My election to defer receipt of compensation is not due to reliance upon any financial or tax advice given by Korn/Ferry International.

. Under current interpretation of the law, my deferral should serve to reduce income for Federal income tax purposes, but the Internal Revenue Service has not and will not give a ruling to that effect.

__________________________________________             _______________
Signature                                               Date

================================================================================
FOR COMPANY USE ONLY

Deferral accepted as follows:

Discretionary Bonus deferral: $________, __________, % (_____% in excess $________)

Salary Compensation deferral: $___________, ___________% per 16 pay periods

By ___________________________________________ Date___________________

Exhibit 10.13

KORN/FERRY INTERNATIONAL FUTURESTEP, INC.,
A Delaware corporation

STOCK PURCHASE AGREEMENT

STOCK PURCHASE AGREEMENT

THIS STOCK PURCHASE AGREEMENT (this "Agreement"), is dated as of December 1, 1997 ("Agreement Date"), by and among KORN/FERRY INTERNATIONAL, a California corporation ("KFI"), BILL GROSS' IDEALAB!, a California corporation ("Idealab"), MAN JIT SINGH, an individual ("Singh"), and KORN/FERRY INTERNATIONAL FUTURESTEP, INC., a Delaware corporation ("Company").

ARTICLE 1.

PREAMBLE

1.1 The primary business purpose of the Company is to create, establish and maintain a business providing executive search and ancillary services to candidates and client companies on-line through the medium of the Internet (the "Business"). It is the intention of the Shareholders that the Company be a subsidiary of KFI. The Certificate of Incorporation, as filed with the Delaware Secretary of State, and the By-Laws which the Shareholders intend to adopt for the Company, are annexed hereto as Exhibits A and B, respectively.

1.2 The purpose of this Agreement is to set forth the amount, terms and conditions under which the Shareholders will purchase shares of the Company's voting common stock, and the nature and terms and conditions under which the Shareholders will contribute other assets and services to the Company.

1.3 Concurrently herewith, the Shareholders and the Company are entering into a certain Shareholders Agreement of even date (the "Shareholders Agreement"), pursuant to which the Shareholders and the Company have agreed upon matters relating to the management, control and operation of the Company, and restrictions upon the transfer of shares of the capital stock of the Company.

1.4 Concurrently herewith, KFI and the Company are entering into a certain License Agreement of even date, pursuant to which, among other things, KFI will license to the Company the use of its name in connection with the Business (the "License Agreement").

1.5 Concurrently herewith, the Company and Singh are entering into a certain Employment Agreement of even date, pursuant to which, among other things, Singh is employed as the President and Chief Executive Officer of the Company, for the term and consideration, and subject to the conditions, set forth therein (the "Singh Employment Agreement").

1.6 Concurrently herewith, KFI and Singh are entering into a certain Agreement of even date (the "KFI/Singh Agreement") and a certain Stock Repurchase Agreement of even date

(the "KFI Stock Repurchase Agreement"), pursuant to which, among other things, Singh is admitted as a shareholder of KFI, subject to the terms and conditions set forth therein.

1.7 The Shareholders intend that the Shareholders Agreement, the License Agreement, the Singh Employment Agreement, the KFI/Singh Agreement, and the KFI Stock Repurchase Agreement, be executed and delivered concurrently with the execution and delivery of this Agreement.

1.8 Unless otherwise defined herein, all capitalized terms used in this Agreement, shall have the meanings set forth in the Appendix annexed hereto.

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

                                        Cash Purchase Price
Name of Shareholder     No. Shares    Per Share         Total
-------------------     ----------    -------------------------
KFI                      1,142,778    $.025          $28,569.45
Idealab                    318,334    $.025          $ 7,958.35
Singh                      950,000    $.025          $23,750.00
                        ----------                   ----------
     Totals              2,411,112                   $60,277.80


                                         Cash Purchase Price
Name of Shareholder    No. of Shares   Per Share         Total
-------------------    -------------   ------------------------
KFI                      7,085,722     $.25       $1,771,430.50
Idealab                    768,166     $.25       $  192,041.50
                       -------------              -------------
     Totals              7,853,888                $1,963,472.00

ARTICLE 3.

SECOND ROUND FINANCING AND SUBSEQUENT OFFERINGS

shall thereupon become obligated to consummate the purchase of the shares it has elected to purchase for the same price, on the same terms and conditions, and at the same time as the other Additional Shares are to be sold.

terms and conditions of this Agreement and the Shareholders Agreement; and (c) no such assignment or designation by KFI or Idealab shall relieve KFI or Idealab from their respective obligations under this Article 3 to purchase such Shares, at the times and for the purchase price and on the other terms and conditions set forth herein. The rights afforded to KFI and Idealab under this Section 3.5 may, subject to compliance with applicable securities laws, be effected by KFI or Idealab first acquiring such Additional Shares or Other Shares from the Company and thereafter transferring such Additional Shares or Other Shares to the Designated Purchasers.

ARTICLE 4.

RESTRICTIONS ON TRANSFER

"THE SECURITIES EVIDENCED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSE ONLY AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR REGISTERED OR QUALIFIED UNDER ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF, EXCEPT IN COMPLIANCE WITH THE REQUIREMENTS OF SUCH ACT AND OF ANY APPLICABLE STATE SECURITIES LAWS. AT THE REQUEST OF THE COMPANY, SUCH COMPLIANCE SHALL BE EVIDENCED BY AN OPINION OF COUNSEL, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL, FROM COUNSEL FOR THE TRANSFEROR (WHO IS REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL), TO THE EFFECT THAT THE SECURITIES PROPOSED TO BE TRANSFERRED MAY BE TRANSFERRED WITHOUT COMPLIANCE WITH THE REGISTRATION AND QUALIFICATION REQUIREMENTS OF FEDERAL AND APPLICABLE STATE SECURITIES LAWS, IN RELIANCE UPON AN APPLICABLE EXEMPTION FROM SUCH REGISTRATION AND QUALIFICATION REQUIREMENTS."

(a) Each individual Shareholder has reviewed, completed and executed Schedule 1 hereto which is incorporated herein and made a part hereof by this reference, and the information provided to the Company in such Schedule 1 is complete and accurate.

(b) By reason of its, his or her business or financial experience, each such Shareholder has such knowledge and experience in financial and business matters that such Shareholder is capable of evaluating the merits and risks of an investment in the Company and of making an informed investment decision with respect thereto, and has the capacity to protect its, his or her interests in connection with its, his or her purchase of the Shares.

(c) Each Shareholder has adequate means of providing for current needs and personal contingencies, has no need for liquidity in the investment, and is able to bear the economic risk of an investment in the Company of the size contemplated.

(d) Each Shareholder will purchase his or its Shares for his or its own account and for investment purposes only, and such Shareholder is not purchasing the Shares with a view to or for sale in connection with any distribution, resale or disposition of such Shares.

(e) The information provided in this Section (including without limitation the information set forth in Schedule 1 hereto) may be relied upon in determining whether the offering in which each such Shareholder proposes to participate is exempt from registration under the Securities Act, and applicable state securities laws and the rules promulgated thereunder.

(f) Each Shareholder will notify the Company immediately of any material changes to the information given by such Shareholder in this Section.

(g) Each Shareholder such has a high degree of familiarity with the business and operations of the Company and understands and has evaluated the merits and risks inherent in any investment in the Shares.

(h) Each Shareholder is relying solely upon his or its own knowledge of the Company and its prospects for the purpose of making his decision to purchase the Shares, and understands that no person has been authorized in connection with this offering to make any representations, and any representations given or made, must not be relied upon as having been authorized by the Company.

(a) The Company has made available to each Shareholder the opportunity to ask questions of, and receive answers from, persons acting on behalf of the Company concerning the Company and the proposed sale of Shares pursuant to this Agreement, and otherwise to obtain any additional information, to the extent the Company or its executive officers possess such information or could acquire it without unreasonable effort or expense, necessary to verify the accuracy of the information which such Shareholder has acquired.

(b) Each Shareholder further acknowledges and agrees with the Company that (i) the Shares, when issued, will not have been registered under the Securities Act, or qualified under any state securities laws; (ii) any sale or other disposition of the Shares will be limited to a transaction permitted by the Shareholders Agreement and as to which, in each instance, an exemption from the registration requirements of the Securities Act and any applicable requirements under state securities laws can be established to the satisfaction of the Company and its counsel.

ARTICLE 5.

ADDITIONAL COVENANTS

Reimbursable Amounts and all or any portion of any loans or other advances made by KFI to or for the benefit of the Company may, in lieu of such reimbursement and repayment, be credited against any sums otherwise payable by KFI for the purchase of Shares by KFI under this Agreement.

ARTICLE 6.

MISCELLANEOUS

and therefore any ambiguity shall not be construed against any party as the alleged draftsman of this Agreement.

only to the extent its application is invalid, illegal or unenforceable) shall be excused as if it had never been incorporated into this Agreement, and, in lieu of such excused provision, there shall be added a provision as similar in terms and amount to such excused provision as may be possible and be legal, valid and enforceable, and (ii) the remaining part of this Agreement (including the application of the offending term or provision to persons or circumstances other than those as to which it is held invalid, illegal or unenforceable) shall not be affected thereby and shall continue in full force and effect to the fullest extent provided by law.

consents to the service of process in any such action or proceeding by certified or registered mailing of the summons and complaint in accordance with the notice provisions of this Agreement, and waives any defense or right to object to venue in said courts based upon the doctrine of "Forum Non Conveniens". Each party irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement.

If to the Company:   Korn/Ferry International Futurestep, Inc.
                     c/o Korn/Ferry International
                     1800 Century Park East, Suite 900
                     Los Angeles, California 90067
                     Attention:  Man Jit Singh, President
                     Telephone:  (310) 843-4121
                     Telecopier: (310) 553-8640

If to KFI:           Korn/Ferry International
                     1800 Century Park East, Suite 900
                     Los Angeles, California 90067
                     Attention:  Peter L. Dunn, Vice Chairman
                     Telephone:  (310) 843-4100
                     Telecopier: (310) 553-8640

                                -11-

     With a copy to:    Michael C. Cohen, Esq.
                        Morrison & Foerster LLP
                        555 West Fifth Street, 35th Floor
                        Los Angeles, California 90013
                        Telephone:  (213) 892-5404
                        Telecopier: (213) 892-5454

     If to Idealab:     idealab!
                        130 West Union Street
                        Pasadena, CA 91103
                        Attention:  Mr. William Gross
                        Telephone:  (626) 585-6900
                        Telecopier: (626) 535-2742

     With a copy to:    idealab!
                        130 West Union Street
                        Pasadena, CA 91103
                        Attention:  Ms. Marcia Goodstein
                        Telephone:  (626) 535-2765
                        Telecopier: (626) 535-2742

     If to Singh:       Mr. Man Jit Singh
                        1050 Brooklawn Drive
                        Los Angeles, CA 90077
                        Telephone:  (310) 278-1572
                        Telecopier: (310) 278-1572

     With a copy to:    Paul H. Irving, Esq.
                        Manatt, Phelps & Phillips LLP
                        11355 W. Olympic Boulevard
                        Los Angeles, CA 90064
                        Telephone:  (310) 312-4000
                        Telecopier: (310) 312-4224

consent of any other party hereto, assign its rights and delegate its duties under this Agreement to any Person which acquires all or substantially all of the assets of KFI, either through a purchase of such assets, by merger, by consolidation, by reorganization, or otherwise.

IN WITNESS WHEREOF, the Company and the Shareholders have executed this Agreement in counterparts.

KORN/FERRY INTERNATIONAL,
a California corporation

By: /s/ Peter L. Dunn
   -----------------------------------------
Peter L. Dunn,
Chief Administrative Officer

BILL GROSS' IDEALAB!,
a California corporation

By: /s/ Marcia Goodstein
   -----------------------------------------
      Marcia Goodstein, COO

KORN/FERRY INTERNATIONAL FUTURESTEP, INC.,
a Delaware corporation

By: /s/ Man Jit Singh
   -----------------------------------------
    MAN JIT SINGH, PRESIDENT


By: /s/ Man Jit Singh
   -----------------------------------------
    MAN JIT SINGH

APPENDIX

CERTAIN DEFINITIONS

1. "Action Or Proceeding" means any and all claims, suits, actions, notices, inquiries, proceedings, hearings, arbitrations or other similar proceedings, including appeals and petitions therefrom, whether formal or informal, governmental or non-governmental, or civil or criminal.

2. "Affiliate" means with respect to any person or entity ("Person No. 1"), any other person or entity which either (i) directly or indirectly owns or controls Person No. 1, or (ii) is directly or indirectly owned or controlled by Person No. 1, or (iii) is under direct or indirect common control with Person No. 1. The term "control" (and its corollaries) includes, without limitation, ownership of interests representing a majority of total voting power in an entity, and "ownership" (and its corollaries) includes, without limitation, ownership of a majority of the equity interests in an entity.

3. "Agreement" means this Agreement and all agreements, exhibits, schedules and appendices expressly annexed hereto.

4. "Attorneys' And Other Fees" means attorneys' fees, accountants' fees, fees of other professionals, witness fees (including experts engaged by the parties, but excluding shareholders, officers, employees or partners of the parties), and any and all other similar fees incurred in the prosecution or defense of an Action Or Proceeding.

5. "Costs And Expenses" means the cost to take depositions, the cost to arbitrate a dispute, if applicable, and the costs and expenses of travel and lodging incurred with respect to an Action Or Proceeding.

6. "Person" means any individual, firm, corporation, trust, partnership (limited or general), limited liability company, sole proprietorship or association.

7. "Prevailing Party" means the party who is determined to prevail by the court after its consideration of all damages and equities in an Action Or Proceeding, whether or not the Action Or Proceeding proceeds to final judgment. The court shall retain the discretion to determine that no party is the Prevailing Party in which case no party shall be entitled to recover its Costs And Expenses.

8. "Reorganization Transaction" means any stock split, stock dividend, merger or consolidation involving the Company, any recapitalization of the Company, or any transaction involving the sale of all or substantially all of the assets of the Company.

9. "Shares" means all of the issued and outstanding shares of the capital stock of the Company now owned or hereafter acquired by the Shareholders, including, without limitation, the shares purchased and to be purchased pursuant to the Stock Purchase Agreement.

10. "Stock" means all issued and outstanding shares of the voting capital stock of the Company and includes the Shares.

11. "Transfer" when used with reference to the Shares means any sale, transfer, assignment, pledge, grant of a security interest in, gift or other disposition of any of the Shares, or any right or interest therein, with or without consideration, directly or indirectly, whether voluntary or involuntary, by operation of law or otherwise.

SCHEDULE 1

REPRESENTATIONS AND WARRANTIES

SHAREHOLDER

   /s/ Man Jit Singh
-----------------------------

Exhibit 10.14

KORN/FERRY INTERNATIONAL FUTURESTEP, INC.,
A Delaware corporation

SHAREHOLDERS AGREEMENT

TABLE OF CONTENTS

                                                                        Page
                                                                        ----
ARTICLE 1.  PREAMBLE..................................................   1
ARTICLE 2.  ELECTION OF DIRECTORS.....................................   2
            2.1  Election of Directors................................   2
ARTICLE 3.  MANAGEMENT AND CONTROL....................................   3
            3.1  General..............................................   3
            3.2  Limitation on Certain Actions by the Company.........   3
            3.3  Limitation on Certain Actions by Idealab.............   4
            3.4  Certain Obligations of the Company...................   4
            3.5  Activities of KFI....................................   4
ARTICLE 4.  GENERAL RESTRICTION ON TRANSFER OF SHARES.................   5
            4.1  General Restricition.................................   5
            4.2  Non-Permitted Transferee.............................   5
            4.3  Permitted Transfers..................................   5
            4.4  Company Options......................................   6
ARTICLE 5.  SALES OF SHARES...........................................   6
            5.1  Notice of Sale.......................................   6
            5.2  Options to Purchase..................................   6
            5.3  Notice of Exercise of Options........................   6
            5.4  Failure to Exercise Options for All Offered Shares...   7
ARTICLE 6.  INVOLUNTARY TRANSFERS.....................................   7
            6.1  Notice of Involuntary Transfer.......................   7
            6.2  Options to Purchase..................................   7
            6.3  Notice of Exercise of Options........................   8
            6.4  Failure to Exercise Options..........................   8
ARTICLE 7.  FAILURE TO GIVE NOTICES...................................   9
            7.1  Applicability of Articles 5 and 6....................   9
            7.2  Notice of Exercise...................................   9
ARTICLE 8.  BANKRUPTCY, DISSOLUTION, OR CHANGE
            OF CONTROL OF A SHAREHOLDER...............................   9
            8.1  Company Option to Purchase...........................   9
            8.2  Shareholders Option to Purchase......................  10
            8.3  Failure to Exercise Options..........................  10
ARTICLE 9.  TERMINATION OF EMPLOYMENT, DEATH AND DISABILITY OF SINGH..  10
            9.1  Company Option to Purchase...........................  10
            9.2  Shareholders Option to Purchase......................  11
            9.3  Failure to Exercise Options..........................  11
            9.4  Definition of Disability.............................  11
            9.5  Singh Put Right......................................  11

ARTICLE 10. DETERMINATION OF PURCHASE PRICE................................ 12
            10.1   Purchase Price Under Articles 6, 7, AND 8............... 12
            10.2   Purchase Price Under Article 9.......................... 12
            10.3   Goodwill................................................ 13
            10.4   Allocation of Total Purchase Price...................... 13
ARTICLE 11. PAYMENT OF PURCHASE PRICE...................................... 13
            11.1   Purchases Under Articles 6, 7, 8 and 9.................. 13
            11.2   Insurance Policies...................................... 14
ARTICLE 12. SPECIAL PUT AND CALL OPTIONS................................... 14
            12.1   Put Rights and Call Rights.............................. 14
                   12.1.1  IPO Put Rights.................................. 14
                   12.1.2  Other Put Rights................................ 15
                   12.1.3  IPO Call Rights................................. 15
                   12.1.4  Other Call Rights............................... 15
            12.2   IPO Could Have Been Completed........................... 16
            12.3   IPO Opinions............................................ 16
            12.4   Appraisers.............................................. 17
            12.5   Purchase Price and Payment Terms........................ 17
ARTICLE 13. MISCELLANEOUS.................................................. 19
            13.1   Transfer of Stock....................................... 19
            13.2   Legend.................................................. 19
            13.3   Certificate of Incorporation and By-Laws................ 19
            13.4   Injunctive Relief....................................... 19
            13.5   Preparation of Agreement................................ 19
            13.6   Cooperation and Further Assurances...................... 19
            13.7   Interpretation.......................................... 20
                   13.7.1  Entire Agreement/No Collateral Representations.. 20
                   13.7.2  Waiver.......................................... 20
                   13.7.3  Remedies Cumulative............................. 20
                   13.7.4  Severability.................................... 20
                   13.7.5  No Third Party Beneficiary...................... 21
                   13.7.6  No Reliance Upon Prior Representation........... 21
                   13.7.7  Headings; References; Incorporation; Gender..... 21
            13.8   Enforcement............................................. 21
                   13.8.1. Applicable Law.................................. 21
                   13.8.2  Consent to Jurisdiction; Service of Process..... 21
                   13.8.3  Attorneys' Fees and Costs....................... 22
            13.9   Notices................................................. 22
            13.10  Spousal Consent; Change in Marital Status............... 23
            13.11  Counterparts............................................ 24
            13.12  Assignment.............................................. 24

APPENDIX CERTAIN DEFINITIONS

SHAREHOLDERS AGREEMENT

THIS SHAREHOLDERS AGREEMENT (this "Agreement"), is dated as of December 1, 1997 ("Agreement Date"), by and among KORN/FERRY INTERNATIONAL, a California corporation ("KFI"), BILL GROSS' IDEALAB!, a California corporation ("Idealab"), MAN JIT SINGH, an individual ("Singh"), and KORN/FERRY INTERNATIONAL FUTURESTEP, INC., a Delaware corporation ("Company").

ARTICLE 1.

PREAMBLE

1.1 The primary business purpose of the Company is to create, establish and maintain a business providing executive search and ancillary services to candidates and client companies on-line through the medium of the Internet (the "Business"). It is the intention of the Shareholders that the Company be a subsidiary of KFI.

1.2 The Shareholders are purchasing shares of the Company's voting common stock pursuant to that certain Stock Purchase Agreement of the same date herewith between the Company and the Shareholders (the "Stock Purchase Agreement"), in the amounts and for the cash consideration set forth therein. As set forth in the Stock Purchase Agreement, KFI will initially own and control at least a majority of the outstanding shares of the capital stock of the Company.

1.3 Concurrently herewith, KFI and the Company are entering into a certain License Agreement of even date, pursuant to which, among other things, KFI will license to the Company the use of its name in connection with the Business (the "License Agreement").

1.4 Concurrently herewith, the Company and Singh are entering into a certain Employment Agreement of even date, pursuant to which, among other things, Singh is employed as the President and Chief Executive Officer of the Company, for the term and consideration, and subject to the conditions, set forth therein (the "Singh Employment Agreement").

1.5 Concurrently herewith, KFI and Singh are entering into a certain Agreement of even date ("KFI/Singh Agreement") and a certain Stock Repurchase Agreement of even date ("KFI Stock Repurchase Agreement"), pursuant to which, among other things, Singh is admitted as a shareholder of KFI, subject to the terms and conditions set forth therein.

1.6 The Shareholders intend that the Stock Purchase Agreement, the License Agreement, the Singh Employment Agreement, the KFI/Singh Agreement, and the KFI Stock Repurchase Agreement, be executed and delivered concurrently with the execution and delivery of this Agreement.

1.7 Unless otherwise defined herein, all capitalized terms used in this Agreement, shall have the meanings set forth in the Appendix annexed hereto.

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

ARTICLE 2.

ELECTION OF DIRECTORS

2.1.1 At each annual meeting of the Stockholders, or at each special meeting of the Stockholders involving the election of directors of the Company, and at any other time at which Stockholders will have the right to or will vote for or render consent in writing regarding the election of directors of the Company, then and in each event, the Shareholders hereby covenant and agree to vote all Shares presently owned or hereafter acquired by them (whether owned of record or over which any Shareholder exercises voting control) in favor of the following actions:

(a) to fix and maintain the number of directors at five (5);

(b) to cause and maintain the election to the Board of Directors of the Company (i) three (3) representatives designated by KFI, who shall initially be Richard Ferry, Michael Boxberger, Peter Dunn (individually, a "KFI Director" and collectively the "KFI Directors"), and (ii) so long as Idealab owns of record at least five (5) percent (5%) of the issued and outstanding shares of the voting capital stock of the Company, one (1) representative designated by Idealab, who shall initially be Bill Gross (the "Idealab Director"), and (iii) Singh himself, as long as Singh remains employed by the Company. The KFI Directors, the Idealab Director and Singh, in his capacity as a director pursuant to this subparagraph, are referred to herein as "Designated Directors" and individually as a "Designated Director."

2.1.2 None of the parties entitled to designate directors hereunder shall vote to remove any Designated Director, except for bad faith or willful misconduct. Each of the parties hereto shall vote or cause to be voted all Shares owned by them and over which they have voting control (a) to remove from the Board of Directors any director designated by any party pursuant hereto at the request of such party, and (b) to fill any vacancy in the membership of the Board of Directors with a designee of the party whose Designated Director's resignation or removal from the Board caused such vacancy.

2.1.3 If any party entitled to designate directors hereunder fails to give notice to the Company as provided above, it shall be deemed that the Designated Director of such party then serving as director shall be its designee for reelection.

2.1.4 If Idealab shall cease to be entitled to a Designated Director because for any reason whatsoever its ownership of Stock falls below five percent (5%) or Singh shall cease to be entitled to be a Designated Director because for any reason he ceases to be employed by the Company, then the Idealab Director and/or Singh, as applicable, may be removed as a director of the Company by Stockholder Approval, and the vacancy created by such removal may be filled by the vote or written consent of a majority of the remaining Designated Directors. Thereafter, at each annual meeting of the Stockholders, or at each special meeting of the Stockholders involving the election of directors of the Company, and at any other time at which Stockholders will have the right to or will vote for or render consent in writing regarding the election of directors of the Company, the replacement on the Board of Directors for the Idealab Director and/or Singh, as applicable, shall be elected by Stockholder Approval.

ARTICLE 3.

MANAGEMENT AND CONTROL

3.2.1 enter into any Reorganization Transaction or adopt or effect any plan involving a Reorganization Transaction;

3.2.2 liquidate or dissolve or adopt any plan of liquidation or dissolution, or file any petition in bankruptcy, or enter into any assignment for the benefit of creditors; or

3.2.3 issue, sell or deliver any capital stock or debt securities (or securities convertible into capital stock or debt securities) of the Company, or any interest therein, or issue, sell or grant any warrants or options to acquire any capital stock of the Company, or any interest therein, or conduct any public offering of any of its securities, or voluntarily register any securities of the Company or the Company itself under the Securities Exchange Act of 1934, as amended;

     3.2.4   amend or restate the Company's Certificate of Incorporation or
By-Laws;

                                 -3-

     3.2.5  allow any KFI Competitor or any Company Competitor to use the

Company's services for any purpose or to have access to any service, data or other information used or provided by the Company;

3.2.6 merge, consolidate, acquire, sell assets to or otherwise enter into any business relationship or transaction with a KFI Competitor or a Company Competitor;

3.2.7 during the three (3) year period following the Agreement Date, become a KFI Competitor, except with respect to KFI's North American executive search business involving jobs at an annual salary level of $120,000 or less. During such three (3) year period, KFI may continue to engage in such business in competition with the Company; or

3.2.8 during the two (2) year period following the Agreement Date, solicit for job placements outside of North America.

3.3.1 engage in any Job Placement Competitive Business; or

3.3.2 become a Job Placement Competitor.

3.4.1 During the three (3) year period following the Agreement Date, the Company shall refer all inquiries and deliver all resumes regarding job placements involving annual salary levels in excess of $120,000 to KFI, without compensation, unless specifically requested not to do so by a client or candidate.

3.4.2 The Company shall refer all job search inquiries and deliver all resumes which the Company receives and does not intend to pursue to KFI, without compensation.

Company, shall not be deemed wrongful or improper. KFI may hereafter engage in or possess an interest in other activities, businesses or business ventures of any nature or description, independently or with others, similar or dissimilar to the activities of the Company, and the pursuit of any such future activities, businesses or business ventures, even if competitive with the interests of the Company, shall not be deemed wrongful or improper. KFI shall not be obligated to present any particular investment or opportunity to the Company, even if such opportunity is of a character that, if presented to the Company, could be taken by the Company, and KFI shall have the right to take for its own account (individually or as a partner or fiduciary with or of other Persons) or to recommend to others any such particular investment or other opportunity. KFI shall not be required to contribute or otherwise transfer to the Company any existing businesses or any future activities, businesses or business ventures hereafter engaged in by KFI, and neither the Company nor any of the Shareholders are entitled to any of the income or profits derived therefrom. To the fullest extent permitted by applicable law, the Company and the Shareholders hereby waive and relinquish any and all rights which they may now have or hereafter acquire under applicable law which are inconsistent with the provisions of this Section.

ARTICLE 4.

GENERAL RESTRICTION ON TRANSFER OF SHARES

ARTICLE 5.

SALES OF SHARES

5.3.1 Prior to the expiration of the thirty (30) day period following the date of delivery by the Offering Shareholder of the Article 5 Notice of Sale ("Option Period"), the Company shall give written notice of exercise of the options to the Offering Shareholder, setting

forth the name of each party who has elected to purchase the Offered Shares and the number of Offered Shares to be purchased by each party.

5.3.2 Each Shareholder who exercises his option to purchase shall be deemed to have authorized the Company to give, on its or his behalf, notice of exercise of the option. Upon the giving of such notice of exercise to the Offering Shareholder, each of the parties named therein shall be obligated to purchase the number of Offered Shares which such party has elected to purchase for the same purchase price and on all other terms and conditions set forth in the Article 5 Notice of Sale.

ARTICLE 6.

INVOLUNTARY TRANSFERS

not purchased by the Company, the number of Article 6 shares each of the remaining Shareholders is entitled to purchase, assuming all remaining Shareholders elect to purchase the full amount of Article 6 Shares they are entitled to purchase, the price and payment terms per Article 6 Share, determined in accordance with Article 10 and 11 below, and all other material facts. Each of the remaining Shareholders (other than the Transferring Shareholder) shall have the option, which must be exercised, if at all, by delivering written notice of exercise to the Company within five (5) business days after delivery of the Article 6 Company Notice, to purchase that portion of the Article 6 Shares not purchased by the Company that the number of Shares held by it or him bears to the number of Shares held by all Shareholders electing to purchase the Article 6 Shares. The right of the Company and the Shareholders to exercise their options to purchase the Article 6 Shares pursuant to this Article 6 is not dependent upon all of the Article 6 Shares being purchased by the Company and/or Shareholders.

6.3.1 Prior to the expiration of the thirty (30) day period following the date of delivery by the Transferring Shareholder of the Article 6 Notice of Sale ("Article 6 Option Period"), the Company shall give written notice of exercise of the options to the Transferring Shareholder, setting forth the name of each party who has elected to purchase the Article 6 Shares and the number of Article 6 Shares to be purchased by each party.

6.3.2 Each Shareholder who exercises his option to purchase shall be deemed to have authorized the Company to give, on his behalf, notice of exercise of the option. Upon the giving of such notice of exercise to the Transferring Shareholder, each of the parties named therein shall be obligated to purchase the number of Article 6 Shares which such party has elected to purchase for the purchase price set forth in Article 10 of this Agreement and the purchase price shall be paid in the manner provided in Article 11 of this Agreement.

ARTICLE 7.

FAILURE TO GIVE NOTICES

ARTICLE 8.

BANKRUPTCY, DISSOLUTION, OR CHANGE OF CONTROL OF A SHAREHOLDER

ARTICLE 9.

TERMINATION OF EMPLOYMENT, DEATH AND DISABILITY OF SINGH

or the Article 9 Shareholder's Successor prior to the expiration of said sixty
(60) day period. If the Company duly exercises such option, then Singh or the Article 9 Shareholder's Successor shall be required to sell such Article 9 Shares to the Company for the purchase price specified in Article 10 hereof and such purchase price shall be paid in the manner provided for in Article 11 hereof.

ARTICLE 10.

DETERMINATION OF PURCHASE PRICE

10.2.1 If Section 9.1(a) applies and Singh's employment with the Company was terminated by the Company without cause, or Section 9.1(b) or
Section 9.1(c) applies, and as of the date of termination of such employment, Singh had been employed with the Company for a continuous period of at least eighteen (18) months, but not more than thirty-six (36) months, the total purchase price for each Share purchased pursuant to Article 9 hereof shall be the greater of (a) the Per Share Cost, or (b) the Per Share Book Value, or (c) if the Company has sold additional shares of its capital stock to other investors as of the date of termination of such employment (sometimes referred to herein as the "Second Round Financing"), $1.20 per share, or (d) if as of the date of termination of such employment the Company has completed an IPO, the Per Share Market Value; provided, further however, that if Section 10.2.1(c) applies, the purchase price shall be payable only if and when the Company has completed an IPO or an IPO could have been completed within the meaning of Section 12.2 below, such payment to be made in the manner set forth in Article 11 hereof.

10.2.2 If Section 9.1(a) applies and Singh's employment with the Company was terminated by the Company without cause or by Singh for any reason, or Section 9.1(b) or Section 9.1(c) applies, and as of the date of termination of such employment, Singh had been employed with the Company for a continuous period of at least thirty-six (36) months, the total purchase price for each Share purchased pursuant to Article 9 hereof shall be the greater of (a) the Per Share Cost, or (b) the Per Share Book Value, or (c) if the Company has completed the Second Round Financing as of the date of termination of such employment, $1.50 per share, or (d) if as of the date of termination of such employment the Company has completed an IPO, the Per Share Market Value; provided, further however, that if Section 10.2.2(c) applies, the purchase price shall be payable only if and when the Company has completed an IPO or an IPO could have been completed within the meaning of Section 12.2 below, such payment to be made in the manner set forth in Article 11 hereof.

10.2.3 If Section 9.5 applies, the total purchase price for each Share purchased pursuant to Section 9.5 shall be the greater of (a) the Per Share Cost, or (b) the Per Share

Book Value, or (c) if the Company has completed the Second Round Financing as of the date of termination of such employment, $1.50 per share, or (d) if as of the date of termination of such employment the Company has completed an IPO, the Per Share Market Value; provided, further however, that if Section 10.2.3(c) applies, the purchase price shall be payable only if and when the Company has completed an IPO or an IPO could have been completed within the meaning of Section 12.2 below, such payment to be made in the manner set forth in Article 11 hereof.

ARTICLE 11.

PAYMENT OF PURCHASE PRICE

11.1.1 In the event of any purchase of Shares pursuant to the options contained in Articles 6, 7, 8 and 9 hereof, then the consummation of such purchase (the "Closing") shall occur on (a) the thirtieth (30th) day following the date of the last notice of exercise given pursuant to Articles 6, 7, 8 and 9, as applicable, or if said day is not a business day, then on the next succeeding business day (such date being referred to herein as the "Closing Date").

11.1.2 In the event of any purchase of Shares pursuant to the options contained in Articles 6, 7, 8 and 9 hereof, then the Company and/or each of those Shareholders purchasing such Shares shall, subject to the provisions of Sections 11.1.3 and 11.2 below, pay their respective portions of the total purchase price in full in cash at the Closing; provided, however, that if Sections 10.2.1(c), or 10.2.2(c) or 10.2.3(c) applies, then such purchase price shall be payable within thirty (30) days after the date on which the Company has completed an IPO or an IPO could have been completed within the meaning of
Section 12.2 below, such payment to be made in the manner set forth in this Article 11.

11.1.3 The Company or a Shareholder may elect to pay his or her respective portion of the total purchase price in installments. If such an election is made, the purchase price shall be paid twenty percent (20%) in cash at Closing, and the balance in thirty-six (36) equal monthly installments, commencing on the first day of the month following the Closing Date and continuing thereafter on the first day of each succeeding month until the entire portion of such

party's respective balance of the purchase price has been paid in full. Such respective balance shall be evidenced by an installment note executed by such party and delivered at the Closing to the person from whom the Shares are being purchased. Such promissory note shall bear simple interest at the prime or reference lending rate of Bank of America, San Francisco, California, as of the date of said note; provided, however, that such interest rate shall not exceed the maximum rate permitted by law. Such promissory note shall contain customary provisions for late charges and default rates of interest.

11.1.4 At the Closing, the Shares being purchased pursuant to Articles 6, 7, 8 and 9, as applicable, shall be transferred to the Company and/or the Shareholders purchasing such Shares by the execution and delivery of a stock assignment separate from certificate, together with the original certificate(s) evidencing such Shares.

ARTICLE 12.

SPECIAL PUT AND CALL OPTIONS

exercise to the Company and to KFI on or before December 31, 2003. If for any reason whatsoever either Idealab or Singh fail or neglect to exercise an IPO Put Right which exists on or before December 31, 2003, then the IPO Put Right shall automatically expire and be of no further force or effect. If the Company is unable under applicable law to consummate an IPO Put Right which has been duly exercised or if the Company has insufficient funds to consummate such an IPO Put Right, then KFI shall be obligated to consummate such IPO Put Right on the same terms and conditions.

either the Company and KFI fail or neglect to exercise an Other Call Right during any such September, then such Other Call Right for that year shall automatically expire and be of no further force or effect.

12.2.1 All directors of the Company other than the "KFI Directors" (as this term is used in this Shareholders Agreement) affirmatively requested and voted in favor of such IPO; and

12.2.2 The Company had positive EBITDA of at least $14 million during the twelve (12) calendar month preceding the date on which it is asserted such an IPO could have been completed; and

12.2.3 The Company has received the "IPO Opinions" referred to in Section 12.3 below.

prices per share at which the shares of the capital stock of the Company would have been sold in such an IPO ("Per Share IPO Estimate"). The fees of the
Section 12.3 Exercising Party's Appraiser shall be paid by the party exercising the IPO Put Right or IPO Call Right, as applicable, and the fees of the Section
12.3 Recipient Party's Appraiser shall be paid by the party or parties receiving the notice of exercise. The fees of the Section 12.3 Third Appraiser shall be borne fifty percent (50%) by the party exercising the IPO Put Right or IPO Call Right, and fifty percent (50%) by the other parties.

12.5.1 The purchase price payable for each Share pursuant to an IPO Put Right or an IPO Call Right shall be an amount equal to the average of the Per Share IPO Estimates set forth in the IPO Opinions.

12.5.2 The purchase price payable for each Share pursuant to an Other Put Right or an Other Call Right shall be an amount equal to the average of the Per Share Estimates set forth in the Other Opinions.

12.5.3 In the event of any purchase of Shares pursuant to the Put Rights or the Call Rights, then the consummation of such purchase (the "Closing") shall occur on the thirtieth (30th) day following the date of the last IPO Opinion or Other Opinion, as applicable, or if said

day is not a business day, then on the next succeeding business day (such date being referred to herein as the "Closing Date").

12.5.4 The purchase price payable for each Share pursuant to the Put Rights or the Call Rights shall be payable in cash or by wire transfer of immediately available funds at the Closing; provided, however, that the purchase price may be paid in installments if the purchaser of the Shares so elects. If such an election is made, the purchase price shall be paid twenty percent (20%) in cash at Closing, and the balance in thirty-six (36) equal monthly installments, commencing on the first day of the month following the Closing Date and continuing thereafter on the first day of each succeeding month until the entire balance of the purchase price has been paid in full. Such respective balance shall be evidenced by an installment note executed by the purchaser of the Shares and delivered at the Closing to the person from whom the Shares are being purchased. Such promissory note shall bear simple interest at the prime or reference lending rate of Bank of America, Los Angeles, California, as of the date of said note; provided, however, that such interest rate shall not exceed the maximum rate permitted by law. Such promissory note shall contain customary provisions for late charges and default rates of interest.

12.5.5 At the Closing, the Shares being purchased pursuant to this Articles 12 shall be transferred to the Company and/or KFI by the execution and delivery of a stock assignment separate from certificate, together with the original certificate(s) evidencing such Shares.

12.5.6 Notwithstanding anything contained in this Section 12.5 to the contrary, if prior to the date on which KFI is required or has the right to consummate a purchase of Shares pursuant to an exercise of an IPO Put Right or an IPO Call Right or an Other Put Right or an Other Call Right, KFI has consummated an IPO with respect to one or more classes of its equity securities ("KFI Public Securities"), then KFI may, at its sole option, pay all or any portion of the purchase price for such Shares by issuing shares of the KFI Public Securities, which may be in a transaction not involving any public offering, and subject to compliance with applicable federal and state securities laws. For these purposes, the value of each share of the KFI Public Securities to be issued shall be: (i) If the KFI Public Securities are listed on any established stock exchange or a national market system, including, without limitation, The Nasdaq National Market or The Nasdaq SmallCap Market of The Nasdaq Stock Market, the closing sales price of a share of the KFI Public Securities (or the closing bid, if no sales were reported) as quoted on such exchange or system for the last market trading day prior to the Closing Date, or
(ii) if the KFI Public Securities are quoted by a recognized securities dealer but selling prices are not reported, the mean between the high bid and low asked prices for the KFI Public Securities on the last market trading day prior to the Closing Date. By way of example only, if KFI is entitled or required to pay $10,000 for Shares pursuant to an exercise of an IPO Put Right or an Other Put Right, KFI may pay said $10,000 by issuing KFI Public Securities having a value, as determined above, of $10,000.

ARTICLE 13.

MISCELLANEOUS

"The sale, transfer or assignment of the securities represented by this certificate are subject to the terms and conditions of a certain Shareholders Agreement dated ____________, 1997, among the Company and holders of its outstanding capital stock. Copies of such Agreement may be obtained at no cost by written request made by the holder of record of this certificate to the Secretary of the Company."

otherwise reasonably required to consummate, evidence, confirm and/or carry out the intent and provisions of this Agreement, all without undue delay or expense.

than those as to which it is held invalid, illegal or unenforceable) shall not be affected thereby and shall continue in full force and effect to the fullest extent provided by law.

If to the Company:         Korn/Ferry International Futurestep, Inc.
                           c/o Korn/Ferry International
                           1800 Century Park East, Suite 900
                           Los Angeles, California 90067
                           Attention: Man Jit Singh, President
                           Telephone: (310) 843-4100
                           Telecopier:(310) 553-8640

If to KFI:                 Korn/Ferry International
                           1800 Century Park East, Suite 900
                           Los Angeles, California 90067
                           Attention: Peter L. Dunn, Vice Chairman
                           Telephone: (310) 843-4100
                           Telecopier:(310) 553-8640

With a copy to:     Michael C. Cohen, Esq.
                    Morrison & Foerster LLP
                    555 West Fifth Street, 35th Floor
                    Los Angeles, California 90013
                    Telephone: (213) 892-5404
                    Telecopier: (213) 892-5454

If to Idealab:      idealab!
                    130 West Union Street
                    Pasadena, CA 91103
                    Attention: Mr. William Gross
                    Telephone: (626) 585-6900
                    Telecopier: (626) 535-2742

With a copy to:     idealab!
                    130 West Union Street
                    Pasadena, CA 91103
Attention:          Ms. Marcia Goodstein
                    Telephone: (626) 535-2765
                    Telecopier: (626) 535-2742

If to Singh:        Mr. Man Jit Singh
                    1050 Brooklawn Drive
                    Los Angeles, CA 90077
                    Telephone: (310) 278-1572
                    Telecopier:(310) 278-1572

With a copy to:     Paul H. Irving, Esq.
                    Manatt, Phelps & Phillips LLP
                    11355 W. Olympic Boulevard
                    Los Angeles, CA 90064
                    Telephone: (310) 312-4000
                    Telecopier:(310) 312-4224

within then (10) days after the occurrence of any such event. Each individual Shareholder agrees to cause any spouse who has not signed a Consent of Spouse of Shareholder in the form of Exhibit A hereto to do so at the time notice is given to the Company under this Section.

IN WITNESS WHEREOF, the Company and the Shareholders have executed this Agreement in counterparts.

KORN/FERRY INTERNATIONAL,
a California corporation

By: /s/ Peter L. Dunn
   -----------------------------
   Peter L. Dunn, Vice Chairman

BILL GROSS' IDEALAB!,
a California corporation

By: /s/ Marcia Goodstein
   -----------------------------
      Marcia Goodstein, COO

KORN/FERRY INTERNATIONAL
FUTURESTEP, INC.
a Delaware corporation

By: /s/ Man Jit Singh
   -----------------------------
      Man Jit Singh, President

    /s/ Man Jit Singh
---------------------------------
          MAN JIT SINGH

APPENDIX

CERTAIN DEFINITIONS

1. "Action Or Proceeding" means any and all claims, suits, actions, notices, inquiries, proceedings, hearings, arbitrations or other similar proceedings, including appeals and petitions therefrom, whether formal or informal, governmental or non-governmental, or civil or criminal.

2. "Affiliate" means with respect to any person or entity ("Person No. 1"), any other person or entity which either (i) directly or indirectly owns or controls Person No. 1, or (ii) is directly or indirectly owned or controlled by Person No. 1, or (iii) is under direct or indirect common control with Person No. 1. The term "control" (and its corollaries) includes, without limitation, ownership of interests representing a majority of total voting power in an entity, and "ownership" (and its corollaries) includes, without limitation, ownership of a majority of the equity interests in an entity.

3. "Agreement" means this Agreement and all agreements, exhibits, schedules and appendices expressly annexed hereto.

4. "Approved Reorganization Transaction" means a Reorganization Transaction which has been approved by KFI pursuant to this Agreement.

5. "Attorneys' And Other Fees" means attorneys' fees, accountants' fees, fees of other professionals, witness fees (including experts engaged by the parties, but excluding shareholders, officers, employees or partners of the parties), and any and all other similar fees incurred in the prosecution or defense of an Action Or Proceeding.

7. "Company Competitive Business" means any business which competes, directly or indirectly, in part or in whole, with any business now or hereafter conducted or engaged in (a) by the Company, or (b) by any Person in which the Company has an equity interest, either directly or indirectly, which affords the Company more than ten percent (10%) of the voting power of such Person.

8. "Company Competitor" means any Person (other than KFI or any Affiliate of KFI) who (a) engages, directly or indirectly, in any Company Competitive Business, or (b) becomes an organizer, investor, lender, partner, joint venturer, stockholder, officer, director, employee, manager, consultant, supplier, vendor, agent, lessor or lessee of or to any Company Competitive Business, or (c) otherwise in any manner associates with, or aids or abets, or gives information or financial assistance to any Company Competitive Business.

9. "Costs And Expenses" means the cost to take depositions, the cost to arbitrate a dispute, if applicable, and the costs and expenses of travel and lodging incurred with respect to an Action Or Proceeding.

10. "Directors" or "directors" means the members of the Board of Directors of the Company and includes the Designated Directors (as this term is defined in
Section 2.1.1(b) below).

11. "Director Approval" means the vote of at least a majority of the directors present at a meeting at which a quorum of directors is present or the written consent of at least a majority of the directors.

12. "EBITDA" means earnings before interest expense, taxes, depreciation and amortization, determined in accordance with generally accepted accounting principles, consistently applied.

13. "Involuntary Transfer" when used with reference to the Shares means any gift of the Shares or any right or interest therein, any other assignment, transfer or other disposition of any of the Shares or any right or interest therein, without consideration, any pledge, grant of a security interest in or other hypothecation of any of the Shares or any right or interest therein, or any other involuntary Transfer or Transfer by operation of law, of any of the Shares or any right or interest therein.

14. "IPO" means an initial public offering of equity securities by the Company of KFI, as the context requires, pursuant to an effective registration statement filed under the Securities Act of 1933, as amended.

15. "Job Placement Competitive Business" means any business which competes, directly or indirectly, in part or in whole, with any one or more of the following businesses or services, regardless of the medium through which such business is conducted or such service is provided, whether on the Internet (or world wide web) or otherwise: (a) executive search, recruiting and/or job placement services for employers and/or employees, (b) employment consulting services, (c) career counseling, (d) team development services, (e) research services relating to employment, (f) the accumulation, circulation, development and/or publication of information, surveys, studies, statistical data, and articles pertaining to executive recruiting, jobs, job placement, compensation and similar human resources and employment-related services, (g) the creation and/or maintenance of one or more databases of available employment opportunities or jobs, (h) the creation and/or maintenance of a job listings or job positions service and/or database, and/or (i) the creation and/or maintenance of one or more databases of candidates available or potentially available for employment.

16. "Job Placement Competitor" means any Person who (a) engages, directly or indirectly, in any Job Placement Competitive Business, or (b) becomes an organizer, investor, lender, partner, joint venturer, stockholder, officer, director, employee, manager, consultant, supplier, vendor, agent, lessor or lessee of or to any Job Placement Competitive Business, or (c)

otherwise in any manner associates with, or aids or abets, or gives information or financial assistance to any Job Placement Competitive Business.

17. "KFI Competitive Business" means any business which competes, directly or indirectly, in part or in whole, with any business now or hereafter conducted or engaged in (a) by KFI or its Affiliates, or (b) by any Person (other than the Company) in which KFI or an Affiliate of KFI has an equity interest, either directly or indirectly, which affords KFI or such Affiliate more than ten percent (10%) of the voting power of such Person.

18. "KFI Competitor" means any Person (other than KFI or any Affiliate of KFI) who (a) engages, directly or indirectly, in any KFI Competitive Business, or (b) becomes an organizer, investor, lender, partner, joint venturer, stockholder, officer, director, employee, manager, consultant, supplier, vendor, agent, lessor or lessee of or to any KFI Competitive Business, or (c) otherwise in any manner associates with, or aids or abets, or gives information or financial assistance to any KFI Competitive Business.

19. "KFI Objection" means either one or more of the following events: (a) if the "KFI Directors" (as this term is used in this Shareholders Agreement) constitute a majority of the Company's directors, they affirmatively vote against an IPO or refuse to vote in favor of an IPO, and all of the other directors of the Company affirmatively request and vote in favor of the IPO, or
(b) KFI declines to give its written consent to such an IPO pursuant to Section 3.2 of this Agreement, or (c) KFI exercises any other right afforded to it in the Company's Certificate of Incorporation (as amended) or, in any other contract, to object to and prevent the IPO.

20. "Permitted Transfer" means any of the following Transfers: (a) the issuance or sale of Stock (or options therefor) by the Company to employees for the primary purpose of soliciting or retaining their employment; or (b) a Sale pursuant to an IPO; or (c) a Transfer pursuant to an Approved Reorganization Transaction; or (d) any Transfer to a Permitted Transferee, or (e) any Transfer pursuant to the exercise of a Put Right or a Call Right, or (f) any Transfer pursuant to the Stock Purchase Agreement, or (g) any reorganization of Idealab pursuant to which (i) all or substantially all of the assets of Idealab are transferred to or otherwise acquired by a limited liability company or a limited partnership and (ii) the current shareholders of Idealab constitute all of the members of such limited liability company or all of the partners of such limited partnership.

21. "Permitted Transferee" means any of the following Persons so long as such Person does not constitute a Non-Permitted Transferee within the meaning of
Section 4.2 of this Agreement and such Person executes a document, in form and substance satisfactory to the Company and its counsel, pursuant to which such person agrees to be bound by the provisions of this Agreement, and agrees to receive and hold the Shares subject to all of the provisions and restrictions contained in this Agreement: (a) a transferor's spouse and lineal descendants;
(b) a transferor's personal representatives and heirs; (c) any trustee of any trust created primarily for the benefit of the transferor or any or all of such spouse and lineal descendants; (d) or any revocable trust created by a transferor; or (e) following the death of a transferor, all beneficiaries under such trust; or (f) the transferor, in the case of a transfer from any Permitted Transferee back

to its transferor; or (g) any entity all of the equity of which is directly or indirectly owned by the transferor; or (h) in the case of KFI, any of KFI's shareholders or the shareholders of any Affiliate of KFI.

22. "Per Share Book Value" shall mean that figure obtained when the net worth of the Company is divided by the total number of shares of Stock of the Company issued and outstanding. The net worth of the Company shall be determined in accordance with generally accepted accounting principles, consistently applied ("GAAP"). The net worth of the Company as shown on the fiscal year end statement of the Company for the year immediately preceding the exercise of the option with respect to the Transfer in question, shall be binding and conclusive on the parties hereto. Each fiscal year end statement of the Company shall be prepared in accordance with GAAP.

23. "Per Share Market Value" shall apply only if as of the date of occurrence of the applicable event specified in Section 10.2, an IPO had been consummated by the Company, in which event the "Per Share Market Value" shall mean (i) If the Shares are listed on any established stock exchange or a national market system, including, without limitation, The Nasdaq National Market or The Nasdaq SmallCap Market of The Nasdaq Stock Market, the closing sales price of a Share (or the closing bid, if no sales were reported) as quoted on such exchange or system for the last market trading day preceding the date of occurrence of the applicable event referred to in Section 9.1, or (ii) if the Shares are quoted by a recognized securities dealer but selling prices are not reported, the mean between the high bid and low asked prices for the Shares on the last market trading day preceding the date of the occurrence of the applicable event referred to in Section 9.1.

24. "Person" means any individual, firm, corporation, trust, partnership (limited or general), limited liability company, sole proprietorship or association.

25. "Prevailing Party" means the party who is determined to prevail by the court after its consideration of all damages and equities in an Action Or Proceeding, whether or not the Action Or Proceeding proceeds to final judgment. The court shall retain the discretion to determine that no party is the Prevailing Party in which case no party shall be entitled to recover its Costs And Expenses.

26. "Put Rights" shall mean collectively the IPO Put Rights and the Other Put Rights.

27. "Reorganization Transaction" means any merger or consolidation involving the Company, any recapitalization of the Company, or any transaction involving the sale of all or substantially all of the assets of the Company.

28. "Sale", "Sell" or "Sold" when used with reference to the Shares means any voluntary sale, assignment, transfer or other disposition of any of the Shares or any right or interest therein, for consideration, directly or indirectly.

29. "Shareholders" means KFI, Idealab, Singh and all other Persons who acquire Stock and who are required to be bound by the provisions of this Agreement, and agree to receive and hold the Stock subject to all of the provisions and restrictions contained in this Agreement.

30. "Shares" means all of the issued and outstanding shares of the capital stock of the Company now owned or hereafter acquired by the Shareholders, including, without limitation, the shares purchased pursuant to the Stock Purchase Agreement.

31. "Stock" means all issued and outstanding shares of the voting capital stock of the Company and includes the Shares.

32. "Stockholders" or "stockholders" means the record owners of Stock and includes the Shareholders to the extent of their ownership of Stock.

33. "Stockholder Approval" means the affirmative vote of at least a majority of the Stockholders of the Company at a meeting at which a quorum of Stockholders is present in person or by proxy, or the written consent of Stockholders owning at least a majority of the issued and outstanding shares of the common stock of the Company.

34. "Transfer" when used with reference to the Shares means any sale, transfer, assignment, pledge, grant of a security interest in, gift or other disposition of any of the Shares, or any right or interest therein, with or without consideration, directly or indirectly, whether voluntary or involuntary, by operation of law or otherwise.

EXHIBIT A

By: /s/ Seirla Singh
   ----------------------------

Name:__________________________

Dated: as of December 1, 1997
      -------------------------

Exhibit 10.15

KORN/FERRY INTERNATIONAL FUTURESTEP, INC.
A Delaware corporation

EMPLOYMENT AGREEMENT

MAN JIT SINGH

EMPLOYMENT AGREEMENT

This EMPLOYMENT AGREEMENT (this "Agreement"), is entered into as of December 1, 1997 (the "Agreement Date"), by and between KORN/FERRY INTERNATIONAL FUTURESTEP, INC., a Delaware corporation ("Company") and MAN JIT SINGH, an individual ("Executive").

ARTICLE 1.

RECITALS

1.1 The primary business purpose of the Company is to create, establish and maintain a business providing executive search and ancillary services to candidates and client companies on-line through the medium of the Internet (the "Business"). The Company will be a subsidiary of Korn/Ferry International, a California corporation ("KFI").

1.2 The purpose of this Agreement is to set forth the terms and conditions under which the Company will employ Executive as its President and Chief Executive Officer.

1.3 Concurrently herewith, Executive and other Persons (the "Shareholders") and the Company are entering into a certain Shareholders Agreement of even date (the "Shareholders Agreement"), pursuant to which the Shareholders and the Company have agreed upon matters relating to the management, control and operation of the Company, and restrictions upon the transfer of shares of the capital stock of the Company.

1.4 Concurrently herewith, KFI and the Company are entering into a certain License Agreement of even date, pursuant to which, among other things, KFI will license to the Company the use of its name in connection with the Business (the "License Agreement").

1.5 Concurrently herewith, the Company and the Shareholders are entering into a certain Stock Purchase Agreement of even date, pursuant to which, among other things, the Shareholders, including Executive, agree to purchase shares of the capital stock of the Company (the "Stock Purchase Agreement").

1.6 Concurrently herewith, KFI and Executive are entering into a certain Agreement of even date ("KFI/Singh Agreement") and a certain Stock Repurchase Agreement ("KFI Stock Repurchase Agreement"), pursuant to which, among other things, Executive is hired as a Vice President of KFI and admitted as a shareholder of KFI, subject to the terms and conditions set forth therein.

1.7 The Company and Executive intend that the Shareholders Agreement, the License Agreement, the Stock Purchase Agreement, the KFI/Singh Agreement and the KFI Stock Repurchase Agreement, be executed and delivered concurrently with the execution and delivery of this Agreement.

1.8 Unless otherwise defined herein, all capitalized terms used in this Agreement, shall have the meanings set forth in the Appendix annexed hereto.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

ARTICLE 2.

TERM OF EMPLOYMENT

ARTICLE 3.

DUTIES AND RESPONSIBILITIES OF EXECUTIVE

so long as such activities do not interfere with the performance of his duties hereunder, and (iii) serve as an executive officer or employee of KFI.

ARTICLE 4.

COMPENSATION AND BENEFITS

adopted by KFI for the benefit of its United States executive employees of similar stature in accordance with the provisions of the respective plan or plans.

ARTICLE 5.

CONFIDENTIAL INFORMATION AND OTHER MATTERS

5.1.1 Executive agrees that he shall not, either during the Term (except as necessary to carry on the business of the Company), or at any time after the expiration or termination of his employment, directly or indirectly, use or disclose to any Person (other than Persons at the Company or KFI), any Confidential Information. Without limiting the generality of the foregoing, Executive agrees that he will not, at any time after the expiration or termination of his employment, directly or indirectly (as owner, principal, agent, partner, officer, employee, independent contractor, consultant, stockholder, member or otherwise), use any Confidential Information to (i) solicit or accept any executive search or placement assignment from, or otherwise attempt to provide services then provided by the Company to, any Person; or (ii) solicit for employment or otherwise attempt to engage the services of any employee of the Company or KFI or their subsidiaries or Affiliates.

5.1.2 Executive further agrees that for the two year period immediately subsequent to the expiration or termination of his employment, he will not directly or indirectly (as owner, principal, agent, partner, officer, employee, independent contractor, consultant, stockholder, member or otherwise) solicit for employment or otherwise attempt to engage the services of any employee of the Company or KFI or their subsidiaries or Affiliates.

5.1.3 Nothing herein shall be deemed to prevent the Executive after termination or expiration of his employment from engaging in business competitive to that of the Company, provided the Executive does so without using Confidential Information or otherwise violating the terms and conditions of this Agreement.

5.1.4 Executive recognizes and acknowledges that any breach of the foregoing provisions would result in immeasurable and irreparable harm to the Company, and accordingly, agrees that in addition to, and not in lieu of, all other remedies available to the Company by reason of such breach, the Company shall be entitled to temporary and permanent injunctive relief to prevent the occurrence or continuation thereof.

5.3.1 Executive agrees that during the Term, he will not engage in any other employment, occupation, consulting or other business activity directly related to the Business or related to any other business in which the Company is now or hereafter involved, and Executive will not engage in any other activities which conflict with his obligations to the Company.

5.3.2 Executive further agrees that during the Term, he will not become a Company Competitor.

5.3.3 The provisions of this Section 5.3 are in addition to, and not in lieu of, the other Noncompetition Provisions contained in the Stock Purchase Agreement and the Shareholders Agreement, which apply to Executive in his capacity as a Shareholder.

ARTICLE 6.

INVENTIONS

respect thereto, the execution of all applications, specifications, oaths, assignments and all other instruments which the Company shall deem necessary in order to apply for and obtain such rights and in order to assign and convey to the Company, its successors, assigns, and nominees the sole and exclusive rights, titles and interests in and to such Inventions, and any copyrights, trademarks, service marks, tradenames, patents, mask work rights or other intellectual property rights relating thereto. If for any reason Executive refuses, fails or is unable to sign or pursue any application for any United States or foreign patent, trademark, or copyright registrations covering Inventions or original works of authorship assigned to the Company, then Executive hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as the agent and attorney in fact of Executive to act for and in Executive's behalf and stead to execute and file any such application and to do all other lawfully permitted acts to further the prosecution and issuance of letters patent or copyright or trademark registrations thereon with the same legal force and effect as if executed by the Executive.

ARTICLE 7.

TERMINATION AND SEVERANCE

ARTICLE 8.

MISCELLANEOUS

equitable relief, in connection herewith, the Prevailing Party in any such Action Or Proceeding, whether or not such Action Or Proceeding proceeds to final judgment or determination, shall be entitled to receive from the non-Prevailing Party as a cost of suit, and not as damages, all Costs And Expenses of prosecuting or defending the Action Or Proceeding, as the case may be, including, without limitation, reasonable Attorneys' And Other Fees.

If Company:         Korn/Ferry International Futurestep, Inc.
                    c/o Korn/Ferry International
                    1800 Century Park East, Suite 900
                    Los Angeles, California 90067
                    Attention: Peter L. Dunn, Vice Chairman
                    Telephone: (310) 843-4100
                    Telecopier: (310) 553-8640

With a copy to:     Michael C. Cohen, Esq.
                    Morrison & Foerster LLP
                    555 West Fifth Street; 35th Floor
                    Los Angeles, California 90013
                    Telephone: (213) 892-5404
                    Telecopier: (213) 892-5454

If to Executive:    Mr. Man Jit Singh
                    1050 Brooklawn Drive
                    Los Angeles, CA 90077
                    Telephone: (310) 278-1572
                    Telecopier: (310) 278-1572

With a copy to:     Paul H. Irving, Esq.
                    Manatt, Phelps & Phillips LLP
                    11355 W. Olympic Boulevard
                    Los Angeles, CA 90064

                                -14-

                    Telephone: (310) 312-4000
                    Telecopier: (310) 312-4224

IN WITNESS WHEREOF, the parties have executed this Agreement.

COMPANY:

KORN/FERRY INTERNATIONAL FUTURESTEP, INC.,
a Delaware corporation

By:  /s/ Richard Ferry
     -----------------------------------
         Richard Ferry, Chairman

EXECUTIVE:

     /s/ Man Jit Singh
----------------------------------------
         MAN JIT SINGH

APPENDIX

CERTAIN DEFINITIONS

1. "Action Or Proceeding" means any and all claims, suits, actions, notices, inquiries, proceedings, hearings, arbitrations or other similar proceedings, including appeals and petitions therefrom, whether formal or informal, governmental or non-governmental, or civil or criminal.

2. "Affiliate" means with respect to any person or entity ("Person No. 1"), any other person or entity which either (i) directly or indirectly owns or controls Person No. 1, or (ii) is directly or indirectly owned or controlled by Person No. 1, or (iii) is under direct or indirect common control with Person No. 1. The term "control" (and its corollaries) includes, without limitation, ownership of interests representing a majority of total voting power in an entity, and "ownership" (and its corollaries) includes, without limitation, ownership of a majority of the equity interests in an entity.

3. "Agreement" means this Agreement and all agreements, exhibits, schedules and appendices expressly annexed hereto.

4. "Attorneys' And Other Fees" means attorneys' fees, accountants' fees, fees of other professionals, witness fees (including experts engaged by the parties, but excluding shareholders, officers, employees or partners of the parties), and any and all other similar fees incurred in the prosecution or defense of an Action Or Proceeding.

5. "Company Competitive Business" means any business which competes, directly or indirectly, in part or in whole, with any business now or hereafter conducted or engaged in (a) by the Company, or (b) by any Person in which the Company has an equity interest, either directly or indirectly, which affords the Company more than ten percent (10%) of the voting power of such Person.

6. "Company Competitor" means any Person (other than KFI or any Affiliate of KFI) who (a) engages, directly or indirectly, in any Company Competitive Business, or (b) becomes an organizer, investor, lender, partner, joint venturer, stockholder, officer, director, employee, manager, consultant, supplier, vendor, agent, lessor or lessee of or to any Company Competitive Business, or (c) otherwise in any manner associates with, or aids or abets, or gives information or financial assistance to any Company Competitive Business.

7. "Confidential Information" means all proprietary and confidential information regarding the Company, KFI, their businesses, clients, and personnel, including, without limitation: (a) client lists, client prospects, and business development information; (b) company lists, profiles and reports, position specifications, salary structures, and engagement information; (c) source lists, executive lists, and candidate lists, profiles and reports; (d) candidate resumes, appraisals, compensation information, and reference reports;
(e) search executive methodologies; (f) training and research materials and methodologies; (g) structure, operations, pricing, financial

and personnel information; (h) information systems design and procedures; (i) computer technology designs, hardware configuration systems, and software designs and implementations; (j) information databases, interactive procedures, tests, analysis and studies developed by or for the benefit of the Company or KFI; (k) plans, designs, inventions, formulas, research and technology developed by or for the benefit of the Company or KFI; (l) personal histories or resumes, employment information, business information, business secrets of clients and candidates; (m) trade secrets of the Company and KFI; (n) plans, prospects, policies, practices, and procedures of the Company and KFI which are not generally known in the industry; (o) all New Information; and (p) all other proprietary and confidential information of every nature and source. The term "Confidential Information" does not include any information which: (A) is or becomes generally available to the public through no breach of this Agreement or any other agreement to which the Company or KFI is a party; (B) was received from a third party free to disclose such information without restriction; (C) is approved for release in writing by the Board of Directors of the Company or KFI, subject to whatever conditions are imposed by such Boards; (D) is required by law or regulation to be disclosed, but only to the extent necessary and only for the purpose required; or (E) is disclosed in response to a valid order of a court or other governmental body, but only to the extent necessary and for the purpose required, if and only if, the Company and KFI are first notified of the order and are permitted to seek an appropriate protective order against public disclosure of such information.

8. "Costs And Expenses" means the cost to take depositions, the cost to arbitrate a dispute, if applicable, and the costs and expenses of travel and lodging incurred with respect to an Action Or Proceeding.

9. "KFI Competitive Business" means any business which competes, directly or indirectly, in part or in whole, with any business now or hereafter conducted or engaged in (a) by KFI or its Affiliates, or (b) by any Person (other than the Company) in which KFI or an Affiliate of KFI has an equity interest, either directly or indirectly, which affords KFI or such Affiliate more than ten percent (10%) of the voting power of such Person.

10. "KFI Competitor" means any Person (other than KFI or any Affiliate of KFI) who (a) engages, directly or indirectly, in any KFI Competitive Business, or (b) becomes an organizer, investor, lender, partner, joint venturer, stockholder, officer, director, employee, manager, consultant, supplier, vendor, agent, lessor or lessee of or to any KFI Competitive Business, or (c) otherwise in any manner associates with, or aids or abets, or gives information or financial assistance to any KFI Competitive Business.

11. "New Information" means all information related to Executive's duties and responsibilities which is developed by Executive or under his guidance and control while in the employment of the Company or KFI, including, without limitation: (a) client and candidate prospect lists and databases; (b) interview and reference forms and notes; (c) contact information and procedures; (c) client and candidate information; (d) client and candidate prospect information;
(e) source lists and executive lists and databases; (f) research materials, forms, and tests; (g) business development information; (h) computer formats, forms, tests, interactive

procedures, methods of analysis and tools developed in connection with the Business; and (i) all other proprietary and confidential information.

12. "Noncompetition Provisions" means those certain provisions contained in this Agreement and in the Shareholders Agreement and Stock Purchase Agreement restricting the business activities of Executive, in his capacity as an employee of the Company, and in his capacity as a Shareholder of the Company.

13. "Person" means any individual, firm, corporation, trust, partnership (limited or general), limited liability company, sole proprietorship or association.

14. "Prevailing Party" means the party who is determined to prevail by the court after its consideration of all damages and equities in an Action Or Proceeding, whether or not the Action Or Proceeding proceeds to final judgment. The court shall retain the discretion to determine that no party is the Prevailing Party in which case no party shall be entitled to recover its Costs And Expenses.

Exhibit 10.16

KORN FERRY INTERNATIONAL
a California corporation

KFI/SINGH AGREEMENT

KFI/SINGH AGREEMENT

THIS KFI/SINGH AGREEMENT (this "Agreement"), is dated as of December 1, 1997 ("Agreement Date"), by and among KORN/FERRY INTERNATIONAL, a California corporation ("KFI") and MAN JIT SINGH, an individual ("Singh").

ARTICLE 1.
PREAMBLE

1.1 KFI is engaged in the business of providing executive search and ancillary services.

1.2 Concurrently herewith, Korn/Ferry International Futurestep, Inc., a Delaware corporation (the "Company"), and Singh are entering into a certain Employment Agreement of even date, pursuant to which, among other things, Singh is employed as the President and Chief Executive Officer of the Company for the term and consideration, and subject to the conditions, set forth therein (the "Singh Employment Agreement"). The primary business purpose of the Company is to provide executive search and ancillary services to candidates and client companies on-line through the medium of the Internet. The Company will be a subsidiary of KFI.

1.3 The purpose of this Agreement is to set forth the terms and conditions under which Singh will become a Vice President of KFI and purchase shares of the capital stock of KFI, subject to the terms and conditions set forth in this Agreement.

1.4 Concurrently herewith, the Company, KFI, Singh and others ("Shareholders") are entering into a certain Shareholders Agreement of even date (the "Shareholders Agreement"), pursuant to which the Shareholders and the Company have agreed upon matters relating to the management, control and operation of the Company, and restrictions upon the transfer of shares of the capital stock of the Company.

1.5 Concurrently herewith, KFI and the Company are entering into a certain License Agreement of even date, pursuant to which, among other things, KFI will license to the Company the use of its name in connection with its business (the "License Agreement").

1.6 Concurrently herewith, the Company, Singh and others are entering into a certain Stock Purchase Agreement of even date, pursuant to which, among other things, Singh is purchasing shares of the capital stock of the Company (the "Stock Purchase Agreement").

1.7 Concurrently herewith, KFI and Singh are entering into a certain Stock Repurchase Agreement of even date ("KFI Stock Repurchase Agreement").

1.8 KFI and Singh intend that the Stock Purchase Agreement, the Shareholders Agreement, the License Agreement, the Singh Employment Agreement, and the KFI Stock

Repurchase Agreement, be executed and delivered concurrently with the execution and delivery of this Agreement.

1.9 Unless otherwise defined herein, all capitalized terms used in this Agreement, shall have the meanings set forth in the Appendix annexed hereto.

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

ARTICLE 2.

EMPLOYMENT

employment with the Company, Singh shall not be entitled to receive any severance, bonus or other form of compensation from KFI; it being understood and agreed that the severance and other amounts, if any, payable to Singh under the Singh Employment Agreement upon any expiration or termination of his employment thereunder shall constitute full and complete payment on account of the concurrent expiration and termination of his employment with KFI.

2.7.1 Singh agrees that he shall not, either during the Term (except as necessary to carry on the business of the Company), or at any time after the expiration or termination of his employment, directly or indirectly, use or disclose to any Person (other than Persons at the Company or KFI), any Confidential Information. Without limiting the generality of the foregoing, Singh agrees that he will not, at any time after the expiration or termination of his employment, directly or indirectly (as owner, principal, agent, partner, officer, employee, independent contractor, consultant, stockholder, member or otherwise), use any Confidential Information to (i) solicit or accept any executive search or placement assignment from, or otherwise attempt to provide services then provided by KFI to, any Person; or (ii) solicit for employment or otherwise attempt to engage the services of any employee of the Company or KFI or their subsidiaries or Affiliates.

2.7.2 Singh further agrees that for the two year period immediately subsequent to the expiration or termination of his employment, he will not directly or indirectly (as owner, principal, agent, partner, officer, employee, independent contractor, consultant, stockholder, member or otherwise) solicit for employment or otherwise attempt to engage the services of any employee of the Company or KFI or their subsidiaries or Affiliates.

2.7.3 Nothing herein shall be deemed to prevent Singh after termination or expiration of his employment from engaging in business competitive to that of the Company or KFI, provided Singh does so without using Confidential Information or otherwise violating the terms and conditions of this Agreement.

2.7.4 Singh recognizes and acknowledges that any breach of the foregoing provisions would result in immeasurable and irreparable harm to KFI, and accordingly, agrees that in addition to, and not in lieu of, all other remedies available to KFI by reason of such breach, KFI shall be entitled to temporary and permanent injunctive relief to prevent the occurrence or continuation thereof.

2.9.1 Singh agrees that during the Term, he will not engage in any other employment, occupation, consulting or other business activity directly related to the business of the Company or KFI or related to any other business in which the Company or KFI is now or hereafter involved, and Singh will not engage in any other activities which conflict with his obligations to the Company and KFI.

2.9.2 Singh further agrees that during the Term, he will not become a KFI Competitor.

2.9.3 The provisions of this Section 2.9 are in addition to, and not in lieu of, the other Noncompetition Provisions contained in the Stock Purchase Agreement and the Shareholders Agreement, which apply to Singh in his capacity as a "Shareholder" thereunder.

ARTICLE 3.

STOCK SUBSCRIPTION

evidencing Singh Shares shall contain the legends referred to in Section 4 of the KFI Stock Repurchase Agreement.

(a) Singh has reviewed, completed and executed Schedule 1 hereto which is incorporated herein and made a part hereof by this reference, and the information provided to KFI in such Schedule 1 is complete and accurate.

(b) By reason of his business or financial experience, Singh has such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks of an investment in KFI and of making an informed investment decision with respect thereto, and has the capacity to protect his own interests in connection with his acquisition of the Singh Shares.

(c) Singh has adequate means of providing for current needs and personal contingencies, has no need for liquidity in the investment, and is able to bear the economic risk of an investment in KFI of the size contemplated.

(d) Singh will purchase the Singh Shares for Singh's own account and for investment purposes only, and Singh is not purchasing the Singh Shares with a view to or for sale in connection with any distribution, resale or disposition of such Shares.

(e) The information provided in this Section (including without limitation the information set forth in Schedule 1 hereto) may be relied upon in determining whether the offering in which Singh proposes to participate is exempt from registration under the Securities Act of 1933, as amended (the "Act"), and applicable state securities laws and the rules promulgated thereunder.

(f) Singh will notify KFI immediately of any material changes to the information given by Singh in this Section occurring prior to the issuance of any of the Singh Shares.

(g) Singh is an officer of the Company and KFI and as such has a high degree of familiarity with the business and operations of the Company and KFI and understands and has evaluated the merits and risks inherent in acquiring the Singh Shares.

(h) Singh is relying solely upon his knowledge of KFI for the purpose of making his decision to acquire the Singh Shares, and Singh understands that no person has been authorized to make any representations, and any representations given or made, must not be relied upon as having been authorized by KFI.

(a) KFI has made available to Singh the opportunity to ask questions of, and receive answers from, persons acting on behalf of KFI concerning KFI and the proposed purchase of Shares by Singh pursuant to this Agreement, and otherwise to obtain any additional information, to the extent KFI or its executive officers possess such information or could acquire it without unreasonable effort or expense, necessary to verify the accuracy of the information which Singh has acquired.

(b) Singh further acknowledges and agrees with KFI that (i) the Singh Shares, when issued, will not have been registered under the Act, or qualified under any state securities laws; (ii) any sale or other disposition of the Singh Shares by Singh or by any transferee from Singh will be limited to a transaction permitted by the Stock Repurchase Agreement and as to which, in each instance, an exemption from the registration requirements of the Act and any applicable requirements under state securities laws can be established to the satisfaction of KFI and its counsel.

ARTICLE 4.

MISCELLANEOUS

except as expressly set forth herein and therein; and (iii) may not be varied, supplemented or contradicted by evidence of Prior Agreements. Any agreement hereafter made shall be ineffective to modify, supplement or discharge the terms of this Agreement, in whole or in part, unless such agreement is in writing and signed by the party against whom enforcement of the modification or supplement is sought.

States mail, postage prepaid, return receipt requested, or sent by Federal Express or other reliable overnight carrier for next business day delivery, or by fax. All Notices shall be deemed delivered (a) if personally served, when actually delivered to the address of the person to whom such Notice is given,
(b) if sent via Federal Express or other overnight courier for next business day delivery, one (1) business day following the date on which the Notice is given to Federal Express or other overnight courier, (c) if by mail, three (3) days following deposit in the United States mail, or (d) if by fax, when the transmitting telecopier machine has confirmed that the Notice has been completed or sent without error. All Notices shall be addressed to the party to whom such Notice is to be given at the party's address set forth below or as such party shall otherwise direct by Notice sent pursuant to this Section 4.5:

If to KFI:       Korn/Ferry International
                 1800 Century Park East, Suite 900
                 Los Angeles, California 90067
                 Attention: Peter L. Dunn, Vice Chairman
                 Telephone:  (310) 843-4100
                 Telecopier: (310) 553-8640

With a copy to:  Michael C. Cohen, Esq,
                 Morrison & Foerster LLP
                 555 West Fifth Street, 35th Floor
                 Los Angeles, California 90013
                 Telephone:  (213) 892-5404
                 Telecopier: (213) 892-5454

If to Singh:     Mr. Man Jit Singh
                 1050 Brooklawn Drive
                 Los Angeles, CA 90077
                 Telephone:  (310) 278-1572
                 Telecopier: (310) 278-1572

With a copy to:  Paul H. Irving, Esq.
                 Manatt, Phelps & Phillips LLP
                 11355 W. Olympic Boulevard
                 Los Angeles, CA 90064
                 Telephone:  (310) 312-4000
                 Telecopier: (310) 312-4224

IN WITNESS WHEREOF, KFI and Singh have executed this Agreement.

KORN/FERRY INTERNATIONAL, INC.,
a California corporation

By: /s/ Peter L. Dunn
   ----------------------------------
      Peter L. Dunn, Vice Chairman


   /s/ Man Jit Singh
-------------------------------------
       MAN JIT SINGH

APPENDIX

CERTAIN DEFINITIONS

1. "Action Or Proceeding" means any and all claims, suits, actions, notices, inquiries, proceedings, hearings, arbitrations or other similar proceedings, including appeals and petitions therefrom, whether formal or informal, governmental or non-governmental, or civic or criminal.

2. "Affiliate" means with respect to any person or entity ("Person No.1"), any other person or entity which either (i) directly or indirectly owns or controls Person No.1, or (ii) is directly or indirectly owned or controlled by Person No.1, or (iii) is under direct or indirect common control with Person No.1. The term "control" (and its corollaries) includes, without limitation, ownership of interests representing a majority of total voting power in an entity, and "ownership" (and its corollaries) includes, without limitation, ownership of a majority of the equity interests in an entity.

3. "Agreement" means this Agreement and all agreements, exhibits, schedules and appendices expressly annexed hereto.

4. "Attorneys' And Other Fees" means attorneys' fees, accountants' fees, fees of other professionals, witness fees (including experts engaged by the parties, but excluding shareholders, officers, employees or partners of the parties), and any and all other similar fees incurred in the prosecution or defense of an Action Or Proceeding.

5. "Company Competitive Business" means any business which competes, directly or indirectly, in part or in whole, with any business now or hereafter conducted or engaged in (a) by the Company, or (b) by any Person in which the Company has an equity interest, either directly or indirectly, which affords the Company more than ten percent (10%) of the voting power of such Person.

6. "Company Competitor" means any Person (other than KFI or any Affiliate of KFI) who (a) engages, directly or indirectly, in any Company Competitive Business, or (b) becomes an organizer, investor, lender, partner, joint venturer, stockholder, officer, director, employee, manager, consultant, supplier, vendor, agent, lessor or lessee of or to any Company Competitive Business, or (c) otherwise in any manner associates with, or aids or abets, or gives information or financial assistance to any Company Competitive Business.

7. "Confidential Information" means all proprietary and confidential information regarding the Company, KFI, their businesses, clients, and personnel, including, without limitation: (a) client lists, client prospects, and business development information; (b) company lists, profiles and reports, position specifications, salary structures, and engagement information; (c) source lists, executive lists, and candidate lists, profiles and reports; (d) candidate resumes, appraisals, compensation information, and reference reports;
(e) search executive methodologies;

(f) training and research materials and methodologies; (g) structure, operations, pricing, financial and personnel information; (h) information systems design and procedures; (i) computer technology designs, hardware configuration systems, and software designs and implementations; (j) information databases, interactive procedures, tests, analysis and studies developed by or for the benefit of the Company or KFI; (k) plans, designs, inventions, formulas, research and technology developed by or for the benefit of the Company or KFI;
(l) personal histories or resumes, employment information, business information, business secrets of clients and candidates; (m) trade secrets of the Company and KFI; (n) plans, prospects, policies, practices, and procedures of the Company and KFI which are not generally known in the industry; (o) all New Information; and (p) all other proprietary and confidential information of every nature and source. The term "Confidential Information" does not include any information which: (A) is or becomes generally available to the public through no breach of this Agreement or any other agreement to which the Company or KFI is a party; (B) was received from a third party free to disclose such information without restriction; (C) is approved for release in writing by the Board of Directors of the Company or KFI, subject to whatever conditions are imposed by such Boards; (D) is required by law or regulation to be disclosed, but only to the extent necessary and only for the purpose required; or (E) is disclosed in response to a valid order of a court or other governmental body, but only to the extent necessary and for the purpose required, if and only if, the Company and KFI are first notified of the order and are permitted to seek an appropriate protective order against public disclosure of such information.

8. "Costs And Expenses" means the cost to take depositions, the cost to arbitrate a dispute, if applicable, and the costs and expenses of travel and lodging incurred with respect to an Action Or Proceeding.

9. "KFI Competitive Business" means any business which competes, directly or indirectly, in part or in whole, with any business now or hereafter conducted or engaged in (a) by KFI or its Affiliates, or (b) by any Person (other than the Company) in which KFI or an Affiliate of KFI has an equity interest, either directly or indirectly, which affords KFI or such Affiliate more than ten percent (10%) of the voting power of such Person.

10. "KFI Competitor" means any Person (other than KFI or any Affiliate of KFI) who (a) engages, directly or indirectly, in any KFI Competitive Business, or (b) becomes an organizer, investor, lender, partner, joint venturer, stockholder, officer, director, employee, manager, consultant, supplier, vendor, agent, lessor or lessee of or to any KFI Competitive Business, or (c) otherwise in any manner associates with, or aids or abets, or gives information or financial assistance to any KFI Competitive Business.

11. "New Information" means all information related to Executive's duties and responsibilities which is developed by Executive or under his guidance and control while in the employment of the Company or KFI, including, without limitation: (a) client and candidate prospect lists and databases; (b) interview and reference forms and notes; (c) contact information and procedures;
(c) client and candidate information; (d) client and candidate prospect information; (e) source lists and executive lists and databases; (f) research materials, forms, and tests; (g) business development information; (h) computer formats, forms, tests, interactive

procedures, methods of analysis and tools developed in connection with the Business; and (i) all other proprietary and confidential information.

12. "Person" means any individual, firm, corporation, trust, partnership (limited or general), limited liability company, sole proprietorship or association.

13. "Prevailing Party" means the party who is determined to prevail by the court after its consideration of all damages and equities in an Action Or Proceeding, whether or not the Action Or Proceeding proceeds to final judgment. The court shall retain the discretion to determine that no party is the Prevailing Party in which case no party shall be entitled to recover its Costs And Expenses.

SCHEDULE 1

REPRESENTATIONS AND WARRANTIES

 /s/ Man Jit Singh
-----------------------
MAN JIT SINGH

Exhibit 10.17

KORN/FERRY INTERNATIONAL,
A California corporation

STOCK REPURCHASE AGREEMENT

STOCK REPURCHASE AGREEMENT

THIS STOCK REPURCHASE AGREEMENT (the "Agreement") is entered into as of December 1, 1997 by and between KORN/FERRY INTERNATIONAL, a California corporation (the "Company"), and MAN JIT SINGH, an individual (the "Shareholder").

RECITALS

A. The Company is a corporation duly organized and existing under the laws of the State of California.

B. The Shareholder and the Company have entered into a certain KFI/Singh Agreement dated as of the date hereof (the "KFI/Singh Agreement"), pursuant to which the Shareholder will acquire certain shares of the common stock of the Company (the "Shares"), subject to the terms and conditions set forth therein.

C. The Shareholder and Company desire to set forth the terms and conditions under which the Company will repurchase the Shares.

NOW, THEREFORE, in consideration of the foregoing and in consideration of the mutual promises set forth below, the parties hereto agree as follows:

"Action Or Proceeding" means any and all claims, suits, actions, notices, inquiries, proceedings, hearings, arbitrations or other similar proceedings, including appeals and petitions therefrom, whether formal or informal, governmental or non-governmental, or civil or criminal.

"Alternative Repurchase Price" means the Per Share Book Value of such Share as of the end of the Fiscal Year immediately preceding such sale or purchase.

"Attorneys' And Other Fees" means attorneys' fees, accountants' fees, fees of other professionals, witness fees (including experts engaged by the parties, but excluding shareholders, officers, employees or partners of the parties), and any and all other similar fees incurred in the prosecution or defense of an Action Or Proceeding.

"Basic Repurchase Price" means, for purposes of determining the price at which a Share will be reacquired by the Company pursuant to this Agreement, Ten Dollars and Forty Cents ($10.40) per Share.

"Costs And Expenses" means the cost to take depositions, the cost to arbitrate a dispute, if applicable, and the costs and expenses of travel and lodging incurred with respect to an Action Or Proceeding.

"Fiscal Year" means the fiscal year of the Company, which begins each May 1 and ends each April 30.

"IPO" means an initial public offering of equity securities by the Company pursuant to an effective registration statement filed under the Securities Act of 1933, as amended.

"Per Share Book Value" means the book value of a Share, as determined in accordance with generally accepted accounting principals applied in accordance with the usual accounting practices of the Company.

"Prevailing Party" means the party who is determined to prevail by the court after its consideration of all damages and equities in an Action Or Proceeding, whether or not the Action Or Proceeding proceeds to final judgement. The court shall retain the discretion to determine that no party is the Prevailing Party in which case no party shall be entitled to recover its Costs And Expenses.

"Purchase Note" means that certain promissory note executed by Shareholder in favor of the Company pursuant to the KFI/Singh Agreement which was delivered by Shareholder to Company in payment for the Shares purchased pursuant to the KFI/Singh Agreement.

"Shares" means the shares of the Company common stock now held or hereafter acquired by Shareholder in the future, including without limitation the "Singh Shares" referred to in the KFI/Singh Agreement.

"Triggering Event" means any termination of Shareholder's employment with the Company (for any reason whatsoever, whether for cause or without cause or by reason of death or disability, by the Shareholder or by the Company, or whether such employment is automatically terminated upon the termination of Shareholder's employment with Korn/Ferry International Futurestep, Inc.).

account, for investment purposes only and not with a view to distribution or resale of the Shares. The Shares have not been, and will not be, registered under the Securities Act of 1933, as amended, or the securities laws of any state. The Shareholder may not sell the Shares unless they have been so registered or unless, in the opinion of counsel satisfactory to the Company, such registration is not required.

(a) Shall contain the following legend:

"TRANSFER OF THE SHARES REPRESENTED BY THIS CERTIFICATE MAY REQUIRE REGISTRATION UNDER THE SECURITIES ACT OF 1933 (THE "ACT") AND THIS CERTIFICATE MAY NOT BE TRANSFERRED WITHOUT EVIDENCE OF SUCH REGISTRATION OR OF AN EXEMPTION FROM THE REGISTRATION REQUIREMENT OF THE ACT. THE RIGHT TO SELL, TRANSFER OR OTHERWISE DISPOSE OF OR PLEDGE THE SHARES REPRESENTED BY THIS CERTIFICATE IS PROHIBITED BY THE TERMS OF A STOCK REPURCHASE AGREEMENT. A COPY OF SUCH AGREEMENT IS ON FILE AT THE COMPANY'S PRINCIPAL PLACE OF BUSINESS."

(b) May contain additional legends as required by state securities laws.

(c) Shall contain the following legend, if the Shareholder is not a U.S. Person, as defined in the Act and Regulation S promulgated thereunder/

"THE TRANSFER OF THESE SECURITIES IS PROHIBITED EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED."

(a) If a Triggering Event occurs prior to June 1, 2001 and as of the date of such Triggering Event an IPO has not been completed, then:

(i) The Shareholder shall sell and the Company shall purchase that percentage of the Shares indicated below opposite the applicable date at a price per share equal to the Basic Repurchase Price:

Triggering Event Occurs            Percentage of Shares Repurchased
-----------------------            --------------------------------
Prior to 5/31/99                                100%
6/01/99 to 5/31/00                              66 2/3%
6/01/00 to 5/31/01                              33 1/3%
After 6/01/01                                   0%

(ii) The Shareholder shall sell and the Company shall purchase all of the remaining Shares then owned by the Shareholder at a price per share equal to the Alternative Repurchase Price.

(iii) All sums payable by the Company to Shareholder as part of the purchase price for Shares pursuant to Section 6(a)(i) shall be retained by the Company and applied to the repayment of principal payable under the Purchase Note, and the remaining outstanding balance of principal, if any, due under the Purchase Note, plus all accrued and unpaid interest thereunder shall be forgiven, canceled and discharged.

(b) If a Triggering Event occurs on or after June 1, 2001 and as of the date of such Triggering Event an IPO has not been completed, then the Shareholder shall sell and the Company shall purchase all of the Shares then owed by the Shareholder at a price per share equal to the Alternative Repurchase Price.

(c) If a Triggering Event occurs prior to June 1, 2001 and as of the date of such Triggering Event an IPO has been completed, then:

(i) The Shareholder shall sell and the Company shall purchase that percentage of the Shares indicated below opposite the applicable date at a price per share equal to the Basic Repurchase Price:

Triggering Event Occurs            Percentage of Shares Repurchased
-----------------------            --------------------------------
Prior to 5/31/99                                100%
6/01/99 to 5/31/00                              66 2/3%
6/01/00 to 5/31/01                              33 1/3%
After 6/01/01                                   0%

(ii) All sums payable by the Company to Shareholder as part of the purchase price for Shares pursuant to Section 6(c)(i) shall be retained by the Company and applied to the repayment of principal payable under the Purchase Note, and the remaining outstanding balance of principal, if any, due under the Purchase Note, plus all accrued and unpaid interest thereunder shall be forgiven, canceled and discharged.

(d) If a Triggering Event occurs on or after June 1, 2001 and as of the date of such Triggering Event an IPO has been completed, then Company is not required or entitled to purchase and the Shareholder is not required or entitled to sell any Shares to the Company.

(e) If as of midnight on an "Applicable Date" indicated below no Triggering Event has occurred, then that percentage of the accrued interest and original principal amount otherwise due under the Purchase Note which is set forth opposite such "Applicable Date" under the column entitled "Percentage Forgiven" shall be automatically forgiven, canceled and discharged:

Applicable Date               Percentage Forgiven
---------------               -------------------
5/31/99                             33 1/3%
5/31/00                             33 1/3%
5/31/01                             33 1/3%

(f) For purposes of assisting the Shareholder to pay a portion of his tax liability arising out of the cancellation of indebtedness pursuant to
Section 6(e) above, at any time within thirty (30) days after an Applicable Date, Shareholder may by written notice delivered to the Company elect to sell to the Company and cause the Company to repurchase, for a per share purchase price equal to the Alternative Repurchase Price, not more than that number of Shares which when multiplied by the Alternative Repurchase Price would equal twenty-five percent (25%) of the amount of principal indebtedness forgiven on the immediately preceding Applicable Date pursuant to Section 6(e) above; provided and on condition that no Triggering Event shall have occurred prior to the date on which such purchase of Shares is consummated.

(g) The Company's obligations under this Agreement to purchase any Shares is subject to any prohibitions on the purchase of Shares by the Company under applicable law or any agreement binding on the Company. Company and Shareholder agree that Company shall purchase the Shares on a date specified by Company, which shall not be later than 90 days after the date of the Triggering Event. Notwithstanding the foregoing, if the Company is prohibited from purchasing the Shares by applicable law or by any contract or agreement binding on the Company, including without limitation any loan agreement, the Company will purchase the Shares as soon as practicable after it determines in good faith that it is legally and contractually permitted to do so. The purchase price for the Shares shall be paid by the Company, in its sole and absolute discretion, either in cash or by delivery of a non-transferable promissory note in the form of Exhibit C hereto (the "Note"); provided, however, that if termination of employment is due to Executive's death, the balance of the purchase price shall be paid in cash. The Note shall bear simple interest at Bank of America's reference rate as of the date hereof and may be for term of up to five years. The Note shall be paid in equal annual installments of principal plus all accrued and unpaid interest on the total principal amount. Subject to the preceding sentence, the actual term of the Note will be determined in the sole and absolute discretion of the Company. The indebtedness evidenced by the Note, both principal and interest, shall be subordinated and junior, to the extent set forth in the next sentence, to all indebtedness of the Company, both principal and interest (accrued and accruing thereon both before and after the date of filing a petition in any bankruptcy, insolvency, reorganization or

receivership proceedings, whether or not allowed as a claim in such case or proceeding) in respect of borrowed money, whether outstanding on the date of the Note or thereafter created, incurred or assumed (collectively, the "Senior Debt"); provided, that such Senior Debt shall not include any obligation of the Company under the Executive Participation Program to repurchase shares of its common stock. Upon the maturity of any of the Senior Debt by lapse of time, acceleration or otherwise, all principal of, and interest on, all such matured Senior Debt shall first be paid in full before any payment is made by the Company on account of principal of, or interest on, the Note.

(h) In addition to all of the restrictions on transfer and other provisions contained in this Agreement, Shareholder agrees to be bound by and adhere to the "Additional Transfer Restrictions" with respect to all of the Shares and agrees that the Shares shall be subject to such "Additional Transfer Restrictions", if any. For purposes of this subparagraph (h), the term "Additional Transfer Restrictions" shall mean those restrictions applicable to the transferability or liquidity of shares of the common stock of the Company (including, without limitation, holdbacks, lock-ups, volume restrictions, claw- backs and other similar provisions, however formulated) which at least a majority of the number of shareholders of the Company hereafter agree to, approve or adopt or otherwise become bound by. In this regard, Shareholder agrees to promptly and timely take such action, and execute and deliver such documents (including, without limitation, agreements containing terms and conditions pertaining to the Additional Transfer Restrictions that are substantially similar to the terms and conditions contained in agreements executed by at least a majority of the number of shareholders of the Company), as from time to time may be reasonably requested by the Company in order to confirm or evidence Shareholder's agreement to be bound by and adhere to the Additional Transfer Restrictions.

any prior or contemporaneous agreements, promises, assurances, guarantees, representations, understandings, conduct, proposals, conditions, commitments, acts, course of dealing, warranties, interpretations or terms of any kind, oral or written (collectively and severally, the "Prior Agreements"), and that any such Prior Agreements are of no force or effect except as expressly set forth herein and therein; and (iii) may not be varied, supplemented or contradicted by evidence of Prior Agreements. Any agreement hereafter made shall be ineffective to modify, supplement or discharge the terms of this Agreement, in whole or in part, unless such agreement is in writing and signed by the party against whom enforcement of the modification or supplement is sought.

construing or interpreting the scope or intent of this Agreement or any provision hereof. References to this Agreement shall include all amendments or renewals thereof. All cross-references in this Agreement, unless specifically directed to another agreement or document, shall be construed only to refer to provisions within this Agreement, and shall not be construed to be referenced to the overall transaction or to any other agreement or document. Any exhibit referenced in this Agreement shall be construed to be incorporated in this Agreement. As used in this Agreement, each gender shall be deemed to include the other gender, including neutral genders or genders appropriate for entities, if applicable, and the singular shall be deemed to include the plural, and vice versa, as the context requires.

(a) if personally served, when actually delivered to the address of the person to whom such Notice is given, (b) if sent via Federal Express or other overnight courier for next business day delivery, one (1) business day following the date on which the Notice is given to Federal Express or other overnight courier, (c) if by mail, three (3) days following deposit in the United States mail, or (d) if by fax, when the transmitting telecopier machine has confirmed that the Notice has been completed or sent without error. All Notices shall be addressed to the party to whom such Notice is to be given at the party's address set forth below or as such party shall otherwise direct by Notice sent pursuant to this
Section 18:

If Company:         Korn/Ferry International
                    1800 Century Park East, Suite 900
                    Los Angeles, California 90067
                    Attention: Peter L. Dunn, Vice Chairman
                    Telephone: (310) 843-4100
                    Telecopier: (310) 553-8640

With a copy to:     Michael C. Cohen, Esq.
                    Morrison & Foerster LLP
                    555 West Fifth Street, 35th Floor
                    Los Angeles, California 90013
                    Telephone: (213) 892-5404
                    Telecopier: (213) 892-5454

If to Shareholder:  Mr. Man Jit Singh
                    1050 Brooklawn Drive
                    Los Angeles, CA 90077
                    Telephone: (310) 278-1572
                    Telecopier: (310) 278-1572


With a copy to:     Paul H. Irving, Esq.
                    Manatt, Phelps & Phillips LLP
                    11355 W. Olympic Boulevard
                    Los Angeles, CA 90064
                    Telephone: (310) 312-4000
                    Telecopier: (310) 312-4224

from any counterpart of this Agreement and re-attached to any other counterpart of this Agreement identical in form hereto by having attached to it one or more additional signature pages.

IN WITNESS, WHEREOF, the parties have executed this Agreement.

SHAREHOLDER

By:  /s/ Man Jit Singh
     -----------------------------------
     Name:  MAN JIT SINGH
            ----------------------------

KORN/FERRY INTERNATIONAL,
a California corporation

By:  /s/ Peter L. Dunn
     -----------------------------------
          Peter L. Dunn, Vice Chairman

EXHIBIT A

IRREVOCABLE STOCK ASSIGNMENT

For good and valuable consideration pursuant to Section 6 of that certain Stock Repurchase Agreement between the undersigned and Korn/Ferry International, the undersigned hereby sells, assigns and transfers to ___________________________________________ shares of common stock of Korn/Ferry International, represented by Certificate No(s). ________________ standing in the name of the undersigned on the books of said company.

By: /s/ Man Jit Singh
   -----------------------------
Name:  Man Jit Singh

Dated: ______________, 19__

WITNESS:

By: /s/ Seirla Singh
    ----------------------------
Name:   SEIRLA SINGH
       -------------------------
Dated: _______________, 19____

EXHIBIT B

RECEIPT

Korn/Ferry International, a California corporation (the "Company"), hereby acknowledges that it has received and is holding as custodian on behalf of __________________________________, an officer of the Company ("Executive"), __________ shares of Company Common Stock (the "Shares"), represented by certificate(s) number ___________, ___________ and ___________ issued on _____________________, 19 ___ in the name of Executive (copies of which are attached hereto), together with an Irrevocable Stock Assignment executed by Executive (the "Stock Assignment"). The Shares and the Stock Assignment are being held by the Company pursuant to and in accordance with the terms of that certain Stock Repurchase Agreement between the Company and Executive.

KORN/FERRY INTERNATIONAL

By: __________________

Name: ____________

Title: ___________

Dated: ______________, 19__

EXHIBIT C

KORN/FERRY INTERNATIONAL
NON-TRANSFERABLE SUBORDINATED PROMISSORY NOTE

$___________ _________,19__

FOR VALUE RECEIVED, the undersigned, KORN/FERRY INTERNATIONAL, a California corporation (the "Company") hereby promises to pay to the order of___________________________________________ ("Payee") the principal sum of ________________________ dollars ($____________), plus interest on the unpaid balance thereof at the rate of_____% per annum [reference rate of Bank of America on the date hereof].

Payments of principal and interest hereunder shall be in lawful money of the United States of America and shall be payable in ______________ (____) annual payments, the first such payment to be made on ____________, 19__, and the final such payment to be made on _____________, 19__. Interest shall be simple interest and shall be paid on the basis of a 360-day year and a 30-day month.

Principal and interest on this note are payable, at __________________ _____________________________________, or such other place as Payee shall designate in writing for such purpose at least five business days in advance of the applicable payment date. Principal and interest on this note may be prepaid at any time, in whole or in part, without premium or penalty. The timely tender of any payment of principal or interest on this note shall be deemed to have been made if a check for such payment is mailed two business days before the day such payment is due.

If any payment of principal or interest on this note shall be due on a Saturday, Sunday or legal holiday under the laws of the State of California, or any other day on which banking institutions in the City of Los Angeles are obligated or authorized by law or executive order to close, such payment shall be made on the next succeeding business day in California, and any such extended time shall not be included in computing interest in connection with such payment.

The indebtedness evidenced by this note, both principal and interest, is subordinated and junior to the extent set forth in Section 6 of that certain Stock Repurchase Agreement dated as of_________________ between the Company and Payee.

Payee shall not sell, assign or otherwise transfer or dispose of all or any part of this note to any person, partnership, corporation, firm or other entity, except with the prior written consent of the Company.

This note is made and delivered in California and shall be governed, construed and enforced according to the laws of the State of California.

KORN/FERRY INTERNATIONAL

By: __________________________

Name: ____________________

Title: ___________________

EXHIBIT D

CONSENT OF SPOUSE OF SHAREHOLDER

By: /s/ Seirla Singh
    ------------------------------

Name:   SEIRLA SINGH
    -------------------------------

Dated: as of December 1, 1997
       ---------------------------

EXHIBIT 10.18

LICENSE AGREEMENT

SELF DISCOVERY DYNAMICS, LLC
("Licensor")

and

KORN/FERRY INTERNATIONAL FUTURESTEP, INC.
("Licensee")

LICENSE AGREEMENT

This LICENSE AGREEMENT (this "Agreement") is made and entered into as of May 15, 1998 (the "Agreement Date"), by and between SELF DISCOVERY DYNAMICS, a California limited liability company ("Licensor") and KORN/FERRY INTERNATIONAL FUTURESTEP, INC., a Delaware corporation ("Licensee").

ARTICLE 1.

RECITALS

1.1 Licensee is a newly formed Delaware corporation. The primary (but not exclusive) business of Licensee will be to provide executive search and ancillary services to candidates and client companies on-line through the medium of the Internet. Licensee is currently a subsidiary of Korn/Ferry International ("KFI").

1.2 Licensor is engaged in, among other businesses, the business of creating and developing testing instruments for evaluation, classification and analysis of candidates and job offerings. Licensor has created and developed the test instruments and other material referred to in Exhibit A annexed hereto ("Licensed Products"). From time to time hereafter Licensor will create and develop Enhancements. The Licensed Products and the Enhancements shall be collectively referred to herein as the "Licensed Material."

1.3 Licensee (and the Permitted Sublicensees referred to in Section 2.2 below) desire to use the Licensed Material in connection with the Business (as defined in Section 5 of the Appendix). The purpose of this Agreement is to set forth the terms and conditions under which the Licensor will grant to Licensee the right to use the Licensed Material in connection with the Business.

1.4 Unless otherwise defined herein, all capitalized terms used in this Agreement, shall have the meanings set forth in the Appendix annexed hereto.

NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged and agreed to, the Licensor and the Licensee hereby agree as follows:

ARTICLE 2.

LICENSE

may, without the consent of the Licensor, grant partial or whole, exclusive or non-exclusive, sublicenses ("Permitted Sublicense") of either or both of the Exclusive License or the Non-Exclusive License to KFI, or any Person which is an Affiliate of KFI or Licensee or to any Person with respect to which Licensee or KFI is a partner, joint venturer, member or shareholder ("Permitted Sublicensee"). Upon the grant by Licensee of a Permitted Sublicense, Licensee shall immediately notify Licensor of such Permitted Sublicense and deliver to Licensor a copy of the sublicense agreement entered into with such Permitted Sublicensee. All Permitted Sublicensees shall be subject to and subordinate to this Agreement. Licensee shall not enter into any Permitted Sublicenses inconsistent with the provisions and intent of this Agreement.

2.6.1 Subject to the provisions of Section 2.6.2 below, the "Term" of the Exclusive License and the Non-Exclusive License shall each commence on the Agreement Date and shall continue in perpetuity unless and until Licensee or Licensor exercises its right to terminate one or both of such Licenses pursuant to Article 10 hereto. In the event either the Exclusive License or the Non- Exclusive License is terminated by Licensee pursuant to Article 10 below, the other non-terminated License shall remain in full force and effect in accordance with the terms and conditions of this Agreement.

2.6.2 Notwithstanding the provisions of Section 2.6.1 above, the "Term" of the Exclusive License and the Non-Exclusive License for the country of Japan shall not commence until August 1, 1998. Licensor hereby represents and warrants to and covenants with Licensee that the current license for the Licensed Material which it has entered into with another entity for the country of Japan will expire on July 31, 1998 and the Licensor will not enter into or permit any other Person to enter into any license or other arrangement with such entity with respect to the Licensed Material inconsistent with the provisions and intent of this Agreement. The Licensor may enter into a non-exclusive license or other arrangement with such entity with respect to the Business involving jobs in Japan with first year compensation less than the Compensation Threshold.

Year 1                             $ 50,000
Year 2                             $150,000
Year 3                             $250,000
Year 4 & Each Year Thereafter      An amount equal to 100% of prior Year's
                                   fee plus or minus 50% of the percentage
                                   increase or decrease in Placement
                                   Revenues over the Placement Revenues for
                                   the prior Year. (For example, if in Year
                                   4 Placement Revenues increased 30% over
                                   the prior Year's Placement Revenues, the
                                   Annual License Fee for Year 4 would
                                   increase 15% to $287,500 ($250,000 X
                                   1.15). And if in Year 4 Placement
                                   Revenues decreases 30% over the prior
                                   Year's Placement Revenues, the Annual
                                   Licensee Fee for Year 4 would decrease
                                   15% to $212,500 ($250,000 x .85).

Permitted Sublicensees shall not be required to make payment of the Annual License Fee or any other similar fee or payment directly to Licensor.

ARTICLE 4.

PROFESSIONAL SERVICES TO BE PROVIDED BY LICENSOR

4.2.1 For professional services rendered by Licensor for mutually agreed upon research and development of the Licensed Materials during Year 1, Licensor shall receive fees at the rate of One Thousand Two Hundred and Fifty Dollars ($1,250.00) per day.

4.2.2 For professional services rendered by Licensor for mutually agreed upon research and development of the Licensed Materials during Year 2, Licensor shall receive fees at the rate of One Thousand Four Hundred Dollars ($1,400.00) per day.

4.2.3 For professional services rendered by Licensor for mutually agreed upon research and development of the Licensed Materials during Year 3, Licensor shall receive fees at the rate of One Thousand Five Hundred and Forty Dollars ($1,540.00) per day.

4.2.4 For professional services rendered by Licensor for mutually agreed upon research and development of the Licensed Materials during Year 4 and each Year of the Term thereafter, Licensor shall receive fees at the rate of one hundred and ten percent (110%) of the daily rate paid by Licensee during the immediately preceding Year.

4.2.5 Any other professional services performed by Licensor during the Term of this Agreement at Licensee's request, subject to the approval of Licensor in its sole and absolute discretion, shall be at a fee to be negotiated at such time.

ARTICLE 5.

TRADEMARKS AND COPYRIGHTS

Registrations; provided, however, that (a) Licensor shall indemnify and reimburse Licensee for any and all costs and expenses (including, without limitation, all attorneys' fees) incurred by Licensee in connection therewith and (b) the obligation of Licensee to cooperate with Licensor shall not require Licensee to engage in any litigation or administrative proceeding.

5.4.1 Licensee agrees to promptly notify Licensor of any written claims or charges received by Licensee relating to the Licensed Material or of any infringement of the Licensed Material of which it has knowledge. Licensor agrees to promptly notify Licensee of any written claims or charges received by Licensor relating to the Licensed Material or of any infringement of the Licensed Material of which it has knowledge.

5.4.2 Subject to the provisions of Section 5.4.3, the Licensor reserves all rights to protect and preserve the integrity and validity of the Trademarks and Copyrights, including the taking of actions deemed by the Licensor to be necessary or appropriate to secure, protect and/or maintain the Licensor's rights to the Licensed Material. Licensee agrees to (a) do any and all things reasonably requested by Licensor which are necessary or appropriate to secure, protect and/or maintain the Licensor's rights to the Licensed Material (including, but not limited to, executing any relevant documents or instruments), and (b) otherwise cooperate with the Licensor's efforts to protect such rights; provided, however, that subject to the provisions of Section 5.4.3 below, Licensor shall indemnify and reimburse Licensee for any and all costs and expenses (including, without limitation, all attorneys' fees) incurred by Licensee in connection therewith.

5.4.3 At the request of the Licensee, the Licensor shall take such action, including initiating litigation or an appropriate administrative proceeding, as Licensee may reasonably request to secure, protect and/or maintain the Licensor's rights to the Licensed Material, in which event the Licensee shall cooperate with Licensor in connection therewith. In the event Licensor fails, refuses or neglects to take any such action within ten (10) days after receiving a request from the Licensee to do so, the Licensee may take such action (either in its name and/or the name of the Licensor) as it deems necessary or appropriate in order to secure, protect and/or maintain the Licensor's rights to the Licensed Material, in which event the Licensor shall cooperate with Licensee and its counsel in connection therewith. In the event Licensor takes any action at the request of Licensee pursuant to this Section 5.4.3 or the Licensee takes such action pursuant to this Section 5.4.3, then Licensor shall bear and be responsible, and indemnify Licensee against, the first $100,000 in attorneys' fees and court or administrative costs incurred in connection therewith. Attorneys' fees and court or administrative costs incurred in excess of $100,000 in connection with any action taken by the Licensor or Licensee pursuant to the provisions of this Section 5.4.3 shall be borne equally by Licensor and Licensee. No action taken by the Licensor pursuant to this
Section 5.4.3 may be settled or compromised without the prior written consent of Licensee.

ARTICLE 6.

OBLIGATIONS RELATED TO COMMERCIALIZATION

ARTICLE 7.

TECHNOLOGY SHARING AND TRANSFER

7.1.1 All such algorithms as may be necessary or appropriate to generate or enable Licensee and its Permitted Sublicensees to provide feedback to individual candidates based upon assessment test scores derived from the Licensed Material.

7.1.2 All such algorithms as may be necessary or appropriate in order for the Licensee and its Permitted Sublicensees to create, develop, compute or determine coefficients indicating a particular individual candidate's suitability and fitness for a particular position or for the culture of one or more client companies.

7.1.3 All such algorithms as may be necessary or appropriate in order for the Licensee and its Permitted Sublicensees to produce follow-up interview questions.

7.1.4 All such algorithms as may be necessary or appropriate in order for the Licensee and its Permitted Sublicensees to determine the potential effectiveness of a particular individual candidate in terms of four broad bands of behavioral competency and two leadership profiles.

7.1.5 All such compiled software necessary or appropriate for scoring assessments included within the Licensed Material; provided, however, that the Licensee and the Permitted Sublicensees shall not undertake or permit other Persons under its control to undertake any decompiling or reverse engineering, in whole or in part, of such compiled software provided by Licensor.

7.1.6 All procedures, software and other programs already developed or hereafter developed by Licensor relating to the linking of software and algorithms included within the Licensed Material to databases and user interfaces implemented on the world wide web or Internet.

7.2.1 During the Term, subject to the Confidentiality provisions set forth in Article 9, Licensor shall have access to Licensee's database on a monthly basis and only for research purposes and the publication of research reports relating thereto at such times, for such duration and under such conditions as Licensee may reasonably determine. In addition, all other information and data obtained by Licensor in connection with Licensee's (and any Permitted Sublicensee's) use of the Licensed Material may be used by Licensor but only for research purposes and publications related to such research.

7.2.2 All information in Licensee's database and all other information and data obtained by Licensor in connection with Licensee's (and any Permitted Sublicensee's) use of the Licensed Material constitutes Confidential Information of Licensee within the meaning of Article 9.

7.2.3 Under no circumstances whatsoever shall Licensor be permitted to use Licensee's database (a) to obtain the names of or any correspondence information relating to any candidates or client companies and use such information except as expressly authorized herein or (b) to solicit or otherwise contact any candidates or client companies of Licensee or KFI or (c) for purposes contrary to the terms and intent of this Agreement or (d) for the benefit or in aid of a Company Competitor or a KFI Competitor. Nothing in this
Section 7.2.3 shall restrict Licensor from using information from Licensee's database to improve upon the reliability and validity of the Licensed Material as long as no individual or company is specifically identified and such information is not identified as originating from Licensee's database or KFI. The parties acknowledge that Licensor may obtain personal assessment responses to Licensed Material from Licensee for persons who have registered at Licensee's website and who have contacted Licensor at Licensor's website and who have also given written permission to Licensor to obtain said assessment responses from Licensee and, in addition, has given written authorization to Licensee to release such information to Licensor. Licensor may charge fees to such persons for additional career guidance services.

ARTICLE 8.

REPRESENTATIONS AND WARRANTIES

8.1.1 Licensor is the sole owner of the Licensed Material, the Existing Copyright Registrations and the Existing Trademark Registrations, and, except as expressly set forth in this Agreement, has not sold, transferred, assigned or otherwise disposed of, directly or indirectly, by operation of law or otherwise, any of the Licensed Material, any of the Existing Copyright Registrations, or any of the Existing Trademark Registrations, or any interest therein, to any Person other than Licensee hereunder. To the best of Licensor's knowledge, no Person has made any claim or filed any protest or filed any action, suit or proceeding challenging Licensor's exclusive ownership rights and interests in and to the Licensed Material, the Existing Copyright Registrations or the Existing Trademark Registrations.

8.1.2 Licensor is not aware of any rights of third parties that would be infringed by manufacturing, using or selling the Licensed Material or by any of the Existing Copyright Registrations or by any of the Existing Trademark Registrations.

8.1.3 Licensor is not aware that any third parties in any way infringing the Licensed Material or the Existing Copyright Registrations or the Existing Trademark Registrations.

8.1.4 Licensor is not aware of any action, suit, proceeding or other claim pending or threatened against Licensor or any other person, firm or entity, involving or relating to the Licensed Material or the Existing Copyright Registrations or the Existing Trademark Registrations. Licensor is not aware of any order, decree or judgment in effect that affects the Licensed Material and/or the ability of Licensor to perform its obligations hereunder.

8.1.5 Licensor is not aware that any aspect of any of the Licensed Material or job-person matching violates any federal or state laws, including equal employment opportunity laws. Licensor is not aware that the Licensed Material or the process of job-person matching included therein has had an adverse impact on any group protected by any equal employment opportunity laws, including, but not limited to, Title VII of the Civil Rights Act of 1964, 42 U.S.C Section 2000e et. Seq. and any similar laws of any state. The Licensed Material and the process of job-person matching included therein have been validated in accordance with generally accepted professional practices for construct and criterion related validity. Licensor agrees that in the event of any challenge by any third party to the legality of the Licensed Material and/or the process of job-person matching, Licensor shall provide, at no cost to Licensee (a) evidence establishing that the Licensed Material and the process of job-person matching included therein do not have an adverse impact on any group protected by any equal employment opportunity laws for selection into positions involved in Licensee's Business; (b) evidence that the Licensed Material and the process of job-person matching have been validated in accordance with standard practices; and (c) expert witness testimony to support such evidence.

8.1.6 When used by Licensee (and any Permitted Sublicensee) in connection with the Business, the Licensed Material will perform the functions for which it has been designed. All assessments and job-person matching included within the Licensed Material have been tested by internal objective studies conducted by Licensor and the results of those tests demonstrate that the Licensed Material will perform the functions for which it has been designed and marketed. The parties acknowledge that the Licensed Material is designed and marketed to estimate individuals' effectiveness in specific job-related behavioral competencies.

8.1.7 Licensor is a limited liability company duly organized, validly existing and in good standing under the laws of the State of California. All action required or appropriate in order for Licensor to execute, deliver and perform this Agreement have been duly and validly taken and Licensor is entitled to execute and deliver this Agreement and perform its obligations hereunder. This Agreement constitutes a legal, valid and binding obligation of Licensor, enforceable against Licensor in accordance with its terms and all persons executing this Agreement on behalf of Licensor are duly authorized and empowered to do so.

8.1.8 No consent, approval or notice is required to be obtained or given by Licensor from or to any person, firm or entity, governmental or nongovernmental, in order for Licensor to execute and deliver this Agreement and perform its obligations hereunder. This Agreement will not violate Licensor's Articles of Organization or any other agreement or document to which Licensor is a party or by which it is bound.

8.2.1 There is no action, suit, proceeding or other claim pending or threatened against Licensee and there is no order, decree or judgment in effect which affects the ability of Licensee to perform its obligations hereunder.

8.2.2 Licensee is a corporation duly organized, validly existing and in good standing under the laws of the state of Delaware. All action required or appropriate in order for Licensee to execute, deliver and

perform this Agreement have been duly and validly taken and Licensee is entitled to execute and deliver this Agreement and perform its obligations hereunder. This Agreement constitutes a legal, valid and binding obligation of Licensee, enforceable against Licensee in accordance with its terms and all persons executing this Agreement on behalf of Licensee are duly authorized and empowered to do so.

8.2.3 No consent, approval or notice is required to be obtained or given by Licensee from or to any person, firm or entity, governmental or nongovernmental, in order for Licensee to execute and deliver this Agreement and perform its obligations hereunder. This Agreement will not violate Licensee's Articles of Incorporation, By-Laws or any other agreement or document to which Licensee is a party or by which it is bound.

ARTICLE 9.

CONFIDENTIALITY

ARTICLE 10.

TERM AND TERMINATION

ARTICLE 11.

MISCELLANEOUS

Business of the Licensee or such Permitted Sublicensee, either by way of an acquisition, merger, consolidation, reorganization or other transaction.

supplement or discharge the terms of this Agreement, in whole or in part, unless such agreement is in writing and signed by the party against whom enforcement of the modification or supplement is sought.

principles thereof) of the State of California, as if this agreement were made, and as if its obligations are to be performed, wholly within the State of California.

If Licensee:      Korn/Ferry International Futurestep, Inc.
                  1800 Century Park East, Suite 900
                  Los Angeles, California 90067
                  Attention: Mr. Man Jit Singh, President
                  Telephone:  (310) 843-4121
                  Telecopier: (310) 553-8640

With a copy to:   Michael C. Cohen, Esq.
                  Morrison & Foerster LLP
                  555 West Fifth Street, Suite 3500
                  Los Angeles, California 90013-1024
                  Telephone:  (213) 892-5404
                  Telecopier: (213) 892-5454


If Licensor:      Self Discovery Dynamics, LLC
                  615 Hampshire Rd., Suite 357
                  Westlake Village, California 91361
                  Attention: Kenneth R. Brousseau,. Ph.D., General Partner
                  Telephone:  (805) 495-6854
                  Telecopier: (805) 493-5694

With a copy to:     David Minton, Esq.
                    Seltzer Caplan Wilkins & McMahon
                    2100 Symphony Towers
                    750 B Street
                    San Diego, California 92101
                    Telephone:  (619) 685-3003
                    Telecopier: (619) 685-3100

                    Stephen C. Sorkin
                    Self Discovery Dynamics, LLC
                    7777 Fay Avenue, Suite 111
                    La Jolla, California 92037
                    Telephone:  (619) 551-7353
                    Telecopier: (619) 551-7340

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

LICENSOR:                                   LICENSEE:

SELF DISCOVERY DYNAMICS, LLC,               KORN/FERRY INTERNATIONAL FUTURESTEP,
a California limited liability company      INC., a Delaware corporation

By: /s/ Kenneth R. Brousseau                By: /s/ Man Jit Singh
   -----------------------------------         ---------------------------------
   Kenneth R. Brousseau, Ph.D.,                Man Jit Singh,
   Member                                      President

By: /s/ Michael J. Driver                   By: ________________________________
   -----------------------------------
   Michael J. Driver,                       Its:________________________________
   Member

APPENDIX

CERTAIN DEFINITIONS

1. "Action Or Proceeding" means any and all claims, suits, actions, notices, inquiries, proceedings, hearings, arbitrations or other similar proceedings, including appeals and petitions therefrom, whether formal or informal, governmental or non-governmental, or civil or criminal.

2. "Affiliate" means with respect to any person or entity ("Person No. 1"), any other person or entity which either (i) directly or indirectly owns or controls Person No. 1, or (ii) is directly or indirectly owned or controlled by Person No. 1, or (iii) is under direct or indirect common control with Person No. 1. The term "control" (and its corollaries) includes, without limitation, ownership of interests representing a majority of total voting power in an entity, and "ownership" (and its corollaries) includes, without limitation, ownership of a majority of the equity interests in an entity.

3. "Agreement" means this Agreement and all agreements, exhibits, schedules and appendices expressly annexed hereto.

4. "Attorneys' And Other Fees" means attorneys' fees, accountants' fees, fees of other professionals, witness fees (including experts engaged by the parties, but excluding shareholders, officers, employees or partners of the parties), and any and all other similar fees incurred in the prosecution or defense of an Action Or Proceeding.

5. "Business" shall mean the business of providing executive recruiting services which shall be defined as the screening and evaluation of individual candidates (whether or not placed) for placement in positions with client companies which have engaged Licensee and/or Permitted Sublicensees for this purpose, and the placement of individual candidates in positions with client companies which have engaged Licensee and/or Permitted Sublicensees for this purposes, in either case whether or not conducted on the Internet. The Parties acknowledge and agree that the Business shall not include, among other things, career counseling, team development, research services, publishing, or any other services or endeavors not specifically included in the definition of Business ("Excluded Activities"). It is understood and agreed that Licensee, KFI and the Permitted Sublicensees shall have the absolute right to engage in one or more of the Excluded Activities so long as they do not use the Licensed Material in connection with any of the Excluded Activities.

6. "Competitive Business" means any business, which directly competes, in part or in whole, with the Business and includes the conduct of such Business by KFI.

7. "Company Competitor" means any (a) Person (other than KFI or any Affiliate of KFI) who engages, directly or indirectly, in any Competitive Business and who, from that segment of the Competitive Business which involves job placements with first year compensation equal to, or in excess of, the Compensation Threshold, derives gross revenues in excess of One Million Dollars($1,000,000) annually, or (b) stockholder, partner, or joint venturer owning, directly or indirectly, more than a five percent (5%) ownership interest in any Person referred to in subparagraph (a), or (c) officer, director, executive employee, agent, or consultant who is hired specifically for the purpose of advising on executive recruiting matters, of or to any Person referred to in subparagraph (a).

8. "Compensation Threshold" means for the United States of America, as of the date of determination, the sum of Seventy-Five Thousand Dollars ($75,000.00 US). In making the determination of the Compensation Threshold for areas outside of the United States of America: (a) the percentages set forth in Exhibit G for the applicable country shall be used by applying the applicable percentage to the amount of the Compensation Threshold for the United States of America in effect on the date of determination; and (b) foreign currency shall be converted at the currency exchange rates in effect as of the business day immediately preceding the date of determination as such rates are quoted in the Wall Street Journal or, if no longer quoted in the Wall Street Journal, as quoted by the Bank of America. At the beginning of Year 2 and at the beginning of each and every Year thereafter, the amount of the Compensation Threshold shall be increased or decreased for each country included

within the Territory by the amount by which the consumer price index (or its closest equivalent in such country) for the applicable country as a whole for the preceding Year has increased or decreased. Licensee shall make all determinations regarding applicable currency exchange rates, applicable consumer price indices (and applicable equivalent indices, if necessary) and increases or decreased caused by changes in the consumer price indices (and applicable equivalent indices, if necessary) in good faith, and all such determinations shall be binding and conclusive upon Licensor for all purposes absent mistake or manifest fraud by Licensee.

9. "Confidential Information" means all proprietary and confidential information regarding the Licensor or Licensee, as applicable, their subsidiaries and Affiliates, and their businesses, clients, and personnel, including, without limitation: (a) client lists, client prospects, and business development information; (b) company lists, profiles and reports, position specifications, salary structures, and engagement information; (c) source lists, executive lists, and candidate lists, profiles and reports; (d) candidate resumes, appraisals, compensation information, and reference reports; (e) search executive methodologies; (f) structure, operations, pricing, financial and personnel information; g) information databases (including information contained therein either individually or in the aggregate), and assessments, analysis and studies developed exclusively by or for the benefit of the Licensor or Licensee, as applicable; (h) plans, designs, inventions, formulas, research and technology developed by or for the benefit of the Licensor or Licensee, as applicable; (i) personal histories or resumes, employment information, business information, business secrets of clients and candidates; (j) trade secrets of the Licensor or Licensee, as applicable; (k) plans, prospects, policies, practices, and procedures of the Licensor or Licensee, as applicable, which are not generally known in the industry; and (l) all other proprietary information of Licensor or Licensee, as applicable, of every nature and source. The term "Confidential Information" does not include any information which: (A) is or becomes generally available to the public through no breach of this Agreement or any other agreement to which the Licensor or Licensee, as applicable, is a party; (B) was received from a third party free to disclose such information without restriction; (C) is approved for release in writing by the Board of Directors or general partners of the Licensee or Licensor, as applicable, subject to whatever conditions are imposed by the Board or general partners, as applicable; (D) is required by law or regulation to be disclosed, but only to the extent necessary and only for the purpose required; or (E) is disclosed in response to a valid order of a court or other governmental body, but only to the extent necessary and for the purpose required, if and only if, the Licensor or Licensee, as applicable, is first notified of the order and are permitted to seek an appropriate protective order against public disclosure of such information.

10. "Copyright Application(s)" shall mean any and all applications for copyright filed after the Agreement Date by Licensor or Licensor which relates to any portion of the Licensed Material.

11. "Copyright Registration(s)" shall mean (a) the copyright registrations listed in Exhibit F annexed hereto ("Existing Copyright Registrations") and (b) any and all copyright registrations received as a result of any Copyright Application ("Future Copyright Registrations").

12. "Costs And Expenses" means the cost to take depositions, the cost to arbitrate a dispute, if applicable, and the costs and expenses of travel and lodging incurred with respect to an Action Or Proceeding.

13. "Enhancements" shall mean all additions, improvements, modifications or amendments made to the Licensed Material in connection with the Business, including, without limitation, all assessments included in the Licensee Material, all feedback sheets to individual candidates and client companies, training material and promotional material; provided, however, that for the purposes of this Agreement, Enhancements developed by Licensor exclusively for another Person other than Licensee which is wholly paid for by, or exclusively developed for, such other Person shall not be included within the definition of Enhancements or Licensed Materials

14. "KFI Competitor" shall have the same meaning as "Company Competitor."

15. "Launch Date" shall mean the date on which the on-line internet recruiting, executive search and job placement service is first launched by Licensee on other than a test basis.

16. "Person" means any individual, firm, corporation, trust, partnership (limited or general), limited liability company, sole proprietorship or association.

17. "Placement Revenues" shall mean the gross revenues actually received by Licensee from client companies in connection with the placement of individuals assessed with the Licensed Materials, and, with respect to any Permitted Sublicensee, shall include the gross revenues, if any, actually received by the Permitted Sublicensee from client companies in connection with the placement of individuals assessed with the Licensed Materials.

18. "Prevailing Party" means the party who is determined to prevail by the court after its consideration of all damages and equities in an Action or Proceeding, whether or not the Action or Proceeding proceeds to final judgment. The court shall retain the discretion to determine that no party is the Prevailing Party in which case no party shall be entitled to recover its Costs and Expenses.

19. "Quarter" shall have the following meaning: The first "Quarter" shall commence on the Launch Date and shall terminate on the last day of the third full calendar month following the Launch Date. The next "Quarter" shall commence on the first day of the calendar month following the end of the first Quarter and shall end on the last day of the third full calendar month following the end of the first Quarter. Each "Quarter" thereafter shall commence on the first day of the calendar month following the end of the prior Quarter and shall end on the last day of the third full month following the end of such prior Quarter.

20. "Royalties" shall mean the Annual License Fees, Culture Profile Fees, Job Profile Fees, Quarterly Placement Fees and Registration Fee Royalties payable hereunder by Licensee to Licensor, collectively.

21. "Territory" shall mean the entire universe and any and all portions thereof.

22. "Trademark Application(s)" shall mean any and all applications for a trademark, service mark or tradename filed by Licensor or Licensee after the Agreement Date which relate to Licensor or utilize any portion of the Licensed Material.

23. "Trademark Registration(s)" shall mean (a) the trademark registrations listed on Exhibit E annexed hereto (the "Existing Trademark Registrations"), and
(b) any registration for a trademark, service mark or tradename received pursuant to any Trademark Application ("Future Trademark Registrations").

24. "Year 1" shall commence on the Launch Date and shall terminate on the day before the first anniversary of the Launch Date. Licensee shall notify Licensor in writing of the Launch Date within ten (10) business days thereafter. Each "Year" thereafter shall commence on the anniversary date of the commencement of the prior Year and end on the day before the anniversary date of said commencement date.

DESCRIPTION OF LICENSED MATERIAL

StyleView: Role Style Index
StyleView: Operating Style
Career View: Career Concept Questionnaire - Ideal Version Culture View: Organizational Career Culture Survey Task View: Job Profiling Form - 1
All translations of the foregoing for use in languages other than United States English created or developed by Licensor as of the date of the Agreement All feedback reports and sheets for candidates and client companies detailing the results of decision styles assessments based on the StyleView instruments and career motives assessments based on the CareerView instrument. All training manuals and materials related to foregoing All promotional materials related to foregoing All Trademarks pertaining to the foregoing

SHS generally may use the Licensed Materials in its discretion pursuant to its license with Licensor. However, with respect to that segment of the Business covered by the Exclusive License only, SHS shall restrict its use of the Licensed Material for the placement of professional and/or executives in positions which involve 80% or more Healthcare Information Systems (HIS) responsibilities. Without in any way limiting the scope of the foregoing, the following is a list of certain typical placements make by SHS which shall constitute SHS Permitted Business Activities:

HIS VENDOR ORGANIZATIONS

This is their only business and placements include any level for the placed professional within such types of organizations.

CONSULTING ORGANIZATIONS

Consultants, Sr. Consultants, Managers, Sr. Managers, Directors, VP's, Partners, and Associate Partners that typically:

Evaluate HIS
Select HIS
Install/Implement HIS
Project Manage HIS
Supervise and/or create Operations respective to HIS Supervise and/or create Process and Strategy respective to HIS Play instrumental roles with respect to Integrated Delivery Systems Play instrumental roles with respect to Managed Care & HIS

PROVIDER ORGANIZATIONS

CIO's, Directors of HIS, Project Managers of HIS, Installation / Implementation professionals, Program Managers of HIS, Integrated Delivery Systems Professionals and other professionals and/or executives specializing in a HIS function that typically serve in the following types of settings:

Hospitals & Hospital Chains
Physician Groups
Clinics
Home Health Organizations

MANAGED CARE ORGANIZATIONS

HMO's, MSO's,IPO's, PPO's, Insurance Companies, Independent Physician Organizations and the like that typically make placements for the following typical positions:

CIO & other specific HIS executives Director & IS Leads
Program & Project Managers
Documentation Specialists
Engineers & Programmers

WHEREAS, Sorkin Human Systems, a joint venture between Licensor and Sorkin & Associates, a California Corporation ("S&A"), acknowledges and agrees in favor of Licensee as follows (all capitalized terms, if not defined herein, shall have the meaning set forth in that certain License Agreement between Self Discovery Group, LLC and Korn/Ferry International Futurestep, Inc. dated of even date herewith ["License Agreement"]):

a) SHS generally may use the Licensed Material in its discretion pursuant to its license with Licensor ("SHS License"). However, with respect to that segment of the Competitive Business which involves job placements with first year compensation equal to, or in excess of, the Compensation Threshold only, SHS agrees to restrict its use of the Licensed Material to the healthcare industry as specified in Exhibit B annexed to the License Agreement.

b) If at any time during the term of the SHS License, more than fifty percent (50%) of the voting interests of SHS is owned of record or beneficially, directly or indirectly, by a Company Competitor or a KFI Competitor or if any time during the term of the SHS License, SHS is otherwise controlled by a Company Competitor or a KFI Competitor, then the SHS License, with respect to that segment of the Competitive Business which involves job placements with first year compensation equal to, or in excess of, the Compensation Threshold only, shall automatically terminate and be of no further force or effect without any further notice or action on the part of Licensor.

c) With respect to that segment of the Competitive Business which involves job placements with first year compensation equal to, or in excess of, the Compensation Threshold only, SHS may not assign or transfer or sublicense any of its rights in or to the SHS License or any other license or authority given by Licensor to SHS with respect to the Licensed Material or any portion thereof (with respect to that segment of the Competitive Business which involves job placements with first year compensation equal to, or in excess of, the Compensation Threshold only), directly or indirectly, without the prior written consent of the Licensee, which consent may be withheld or delayed in the Licensee's sole and absolute discretion.

d) SHS shall not permit or authorize any "Company Competitor" or any "KFI Competitor" to use or have access to any of the Licensed Material with respect to that segment of the Competitive Business which involves job placements with first year compensation equal to, or in excess of, the Compensation Threshold.

e) SHS shall not claim to have a partnership or strategic alliance or other relationship with Licensee and shall not publicize the fact that Licensee or KFI is using the Licensed Material. Licensee and KFI shall not claim to have a partnership or strategic alliance or other relationship with SHS and shall not publicize the fact that SHS is using the Licensed Material.

f) SHS agrees that the provisions of this Acknowledgment and Agreement shall be specifically enforceable by Licensee, and that Licensee shall be entitled to obtain equitable relief to prevent violation by SHS of any provision of this Acknowledgment and Agreement.

By:   Self Discovery Dynamics, LLC,               By:  Sorkin & Associates, Inc.
      a California limited liability company           a California corporation


      By:  __________________________                  By: ___________________
      Its: __________________________                  Its:___________________


      By:  __________________________
      Its: __________________________

None

None

This STOCK PURCHASE AGREEMENT (the "Agreement") is entered into as of the 2nd day of June, 1995 by and among Korn/Ferry International, a California corporation (the "Company"), Richard M. Ferry, as an individual ("Ferry"), Henry B. Turner and Peter W. Mullin (collectively, the "Trustee"), Trustees of the Richard M. Ferry and Maude M. Ferry 1972 Children's Trust (the "Trust"), California Community Foundation and Richard M. Ferry Co-Trustees, (collectively, the "Co-Trustees") and the California Community Foundation (the "Foundation"), with respect to the following facts:

A. Ferry currently owns and the Trust may, at Ferry's death, own shares of common stock in the Company (this common stock and any other stock in the Company, other than shares of Retirement Stock, acquired by either Ferry or the Trust after the date of this Agreement is referred to collectively as the "Ferry Stock"). Ferry also currently owns shares of the Company's Series A Preferred Stock (referred to collectively as the "Preferred Stock"). In addition, Ferry may, at his death, own shares of common stock in the Company which he acquired as part of the termination and distribution of the Korn/Ferry International Retirement Plan (referred to collectively as the "Retirement Stock").

B. Ferry, the Trust, the Co-Trustees and the Foundation each hold a nontransferable subordinated promissory note, issued pursuant to the Purchase Agreement dated December 31, 1994 as part of the Korn/Ferry Stock Sweep Program (referred to collectively as the "Sweep Notes"). In addition, Ferry may, at his death, hold a nontransferable subordinated promissory note issued pursuant to the Stock Repurchase Agreement for Ferry's Retirement Stock (the "Retirement Note").

C. The Company is the owner of certain life insurance policies (referred to individually as an "Insurance Policy" and collectively as the "Insurance Policies") insuring against Ferry's death, which are described in the attached Schedule 1.

D. The Company has agreed to maintain the Insurance Policies in full force and effect, and the Company has agreed to purchase, and Ferry and the Trust have agreed to sell, all of the Ferry Stock then owned by Ferry and the Trust upon Ferry's death and to use the proceeds from the Insurance Policies for such purchase.

E. After purchasing all of the Ferry Stock, the Company has further agreed to prepay to the extent of any remaining proceeds from the Insurance Policies any amounts due under the Sweep Notes upon Ferry's death and to use the remaining proceeds from the Insurance Policies for such prepayment.

F. After prepayment of amounts due under the Sweep Notes, the Company has further agreed to purchase, and Ferry, the Trust, the Co-Trustees and the Foundation have agreed to sell, to the extent of any remaining proceeds from the Insurance Policies all of the Preferred Stock then owned by Ferry, the Trust, the Co-Trustees and the Foundation upon Ferry's death and to use the remaining proceeds from the Insurance Policies for such purchase.

G. After purchasing all of the Preferred Stock, the Company has further agreed to purchase, and Ferry has agreed to sell, to the extent of any remaining proceeds from the Insurance Policies, the Retirement Stock then owned by Ferry upon Ferry's death, if any, and to use the remaining proceeds from the Insurance Policies for such purchase.

H. After purchasing all of the Retirement Stock, if any, the Company has further agreed prepay to the extent of any remaining proceeds from the Insurance Policies any amounts due under the Retirement Note, if any, upon Ferry's death and to use the remaining proceeds from the Insurance Policies for such prepayment.

NOW, THEREFORE, FOR VALUABLE CONSIDERATION, THE PARTIES AGREE AS

FOLLOWS:

Ferry or the Trust may purchase from the Company any Insurance Policy which is in Default or all or any of the Insurance Policies upon a Shareholder Termination. If there is Excess Insurance, the Insurance Policies must be purchased in the order of the most recently obtained policy being purchased first and the first policy obtained being purchased last; provided however, that there must be at least one dollar ($1) of Excess Insurance from the remaining Insurance Policies after any such purchase. If Ferry or the Trust purchases an Insurance Policy, the company shall be relieved from, and Ferry or the Trust shall assume, all obligations for any policy loans on the Insurance Policy.

(i) An "Insurance Default" means the Company's failure to pay a premium when due or to do any other act required to maintain the Insurance Policy in full force and effect.

(ii) A "Shareholder Termination" means that date when (A) neither Ferry nor the Trust owns any shares of stock in the Company, (B) all installment payments due from the Company to Ferry or the Trust for the purchase of any such shares of stock have been paid in full and (C) all installment payments due from the Company to Ferry or the Trust under the Sweep Notes or the Retirement Note have been paid in full.

(iii) "Excess Insurance" means that the net death proceeds payable on Ferry's death of the Insurance Policies held by the Company exceeds one hundred twenty percent (120%) of the sum of (A) the purchase price which would be payable by the Company for the Ferry Stock pursuant to paragraph 3 if Ferry died on the determination date, (B) the current amount remaining unpaid on the Sweep Notes as of the determination date, (C) the purchase price which would be payable by the Company for the Preferred Stock pursuant to paragraph 5 if Ferry died on the determination date, (D) the purchase price which would be payable by the Company for the Retirement Stock pursuant to paragraph 6 if Ferry died on the determination date, and (E) the current amount remaining unpaid on the Retirement Note, if any, as of the determination.

(iv) The "Insurance Policy Book Value" means the cumulative premiums paid to date by the Company for such Insurance Policy (which premium amount will not include any premiums paid by the Company and allocated to Ferry as income), less the aggregate of any loan(s), together with accrued but unpaid interest, to the Company against such Insurance Policy.

are insufficient to pay for the shares purchased, the balance owing shall be paid to Ferry and the Trust, in cash (together with interest per annum from the date of Ferry's death at a rate equal to Bank of America's reference rate on the date of Ferry's death), within six (6) months after Ferry's death. All payments shall be pro-rated between the Trust and Ferry, unless they agree otherwise. Ferry and the Trust shall, if required by the Company, concurrently with delivery of the certificate(s) representing the Ferry Stock being sold to the Company, deliver to the Company a written representation and warranty from each of them that the seller owns such Ferry Stock free and clear of any liens or encumbrances and is lawfully empowered to transfer such Ferry Stock to the Company. As used in this paragraph, Ferry shall mean, where applicable, the executor, administrator or other legal representative of Ferry's estate.

Policies are insufficient to pay for all the Preferred Stock shares purchased, any remaining shares of Preferred Stock shall continue to be subject to the terms and conditions of the Purchase Agreement dated December 31, 1994 as part of the Korn/Ferry Stock Sweep Program. All payments made under this Agreement shall be pro-rated between Ferry, the Trust, the Co-Trustees and the Foundation, unless they agree otherwise. Ferry, the Trust, the Co-Trustees and the Foundation shall, if required by the Company, concurrently with delivery of the certificate(s) representing the Preferred Stock being sold to the Company, deliver to the Company a written representation and warranty from each of them that the seller owns such Preferred Stock free and clear of any liens or encumbrances and is lawfully empowered to transfer such Preferred Stock to the Company. As used in this paragraph, Ferry shall mean, where applicable, the executor, administrator or other legal representative of Ferry's estate.

scheduled installments of principal in the order of maturity. If the proceeds from the Insurance Policies are insufficient to prepay all of the Retirement Note, any remaining accrued and unpaid interest and any remaining scheduled installment payments shall continue to be subject to the terms and conditions of the Retirement Note. Ferry shall, if required by the Company, concurrently with delivery of the Retirement Note, deliver to the Company a written representation and warranty that he owns such Retirement Note free and clear of any liens or encumbrances and is lawfully empowered to transfer such Retirement Note to the Company. As used in this paragraph, Ferry shall mean, where applicable, the executor, administrator or other legal representative of Ferry's estate.

(i) The purchase price for such shares as determined as of the date of Ferry's death in accordance with the provisions of this Agreement, or

(ii) The purchase price for such shares as determined as of the date of the purchase of any remaining shares of stock in accordance with the provisions of this Agreement.

Agreement or in the documents referred to herein, and no party shall be bound by, or liable for, any alleged representation, promise, inducement or statements of intention not set forth or referred to herein.

discretion of the court or other tribunal having jurisdiction of such action.

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first above written.

KORN/FERRY INTERNATIONAL,
a California corporation

Address:
Korn/Ferry International

1800 Century Park East                       By:/s/ Peter L. Dunn
Suite 900                                       ----------------------------
Los Angeles, CA 90067                        PETER L. DUNN



                                             By:/s/ Norman A. Glick
                                                ----------------------------
                                             NORMAN A. GLICK

Address:
Korn/Ferry International

1800 Century Park East                       /s/ Richard M. Ferry
Suite 900                                    -------------------------------
Los Angeles, CA 90067                        RICHARD M. FERRY

RICHARD M. FERRY AND MAUDE M.
FERRY 1972 CHILDREN'S TRUST

Address:                                     By:/s/ Henry B. Turner
6116 Yucca                                      ----------------------------
Paradise Valley, AZ 85253                    HENRY B. TURNER, Trustee of the
                                             Richard M. Ferry and Maude M. Ferry
                                             1972 Children's Trust


Address:                                     By:/s/ Peter W. Mullin
Mullin Consulting, Inc.                         ----------------------------
644 S. Figueroa Street                       PETER W. MULLIN, Trustee of the
Los Angeles, CA 90017                        Richard M. Ferry and Maude M. Ferry
                                             1972 Children's Trust

CALIFORNIA COMMUNITY
FOUNDATION AND RICHARD M.
FERRY CO-TRUSTEES

Address:                                     By: /s/Richard M. Ferry
Korn/Ferry International                        ----------------------------
1800 Century Park East                       RICHARD M. FERRY, Co-Trustee
Suite 900
Los Angeles, CA 90067

Address:                                     By:/s/ Jack Shakely
California Community Foundation                 ----------------------------
606 South Olive St., Suite 2400              JACK SHAKELY, Co-Trustee
Los Angeles, CA 90014

CALIFORNIA COMMUNITY
FOUNDATION

Address:                                     By:/s/ Jack Shakely
California Community Foundation                 ----------------------------
606 South Olive St., Suite 2400              JACK SHAKELY, President
Los Angeles, CA 90014                        -------------------------------
                                             [Print Name]     Title

I, MAUDE M. FERRY, the wife of RICHARD M. FERRY, hereby certify that I have read the foregoing Agreement and that I hereby approve said Agreement and agree to be bound thereby.

/s/ Maude M. Ferry
-------------------------------
MAUDE M. FERRY

                                           Net Death                                                  Cumulative
           Policy     Annual      Face      Benefit   Effective    Gross CV   Loan Bal.    Net CV    Corp. Prem.
Carrier    Number     Premium    Amount     4/30/95      Date      4/30/95     4/30/95    4/30/95      4/30/95
----------------------------------------------------------------------------------------------------------------
PM       0018419120    11,260    500,000     645,411   2/06/75      271,521   160,432      111,089      217,002
PM       0019514080     5,364    216,000     333,530   3/25/78      105,609     5,364      100,245       87,474
PM       0020181960    21,131    942,000   1,061,238  11/01/80      242,880   127,566      115,314      238,873
PM       0121632380    52,626  1,712,000   1,897,032   6/01/86      389,689         0      389,689      473,701
PM       1A22069620    28,815  1,348,779   1,506,831   2/01/89      172,879         0      164,158      195,988
PM       1A22197820    33,175  1,401,744   1,557,696   2/01/90      165,121         0      152,865      196,662
PM       1A22267040    19,675    755,142     827,624   9/19/90       78,314         0       70,432       97,953

                               6,875,665   7,829,362              1,426,013   293,362    1,103,790    1,507,653

EXHIBIT A

[Type on Letterhead of Korn Ferry International]

Ms. Martha Gates
Pacific Mutual Life Insurance Company
700 Newport Center Drive
Newport Beach, California 92660

Dear Ms. Gates:

Korn/Ferry International ("KFI") is the owner of certain life insurance policies issued by Pacific Mutual on the life of Richard M. Ferry ("Ferry") which are identified on Schedule 1 to this letter (hereafter the "PM Policies").

We hereby request that you provide the earliest possible prior written notice of any nonpayment of premiums when due and any lapse (for nonpayment of premiums or otherwise) with respect to each PM Policy identified on Schedule 1 hereto to Ferry and Henry B. Turner and Peter W. Mullin, who are Trustees of Ferry's 1972 Children's Trust ("Trust").

Your notices should be mailed to Messrs. Ferry, Turner and Mullin, with copies of the notices to Management Compensation Group, at the addresses set forth below or at any other addresses which they may hereafter furnish to you in writing:

    FERRY:         Richard M. Ferry
                   Korn/Ferry International
                   1800 Century Park East, Suite 900
                   Los Angeles, CA 90067

    TURNER:        Henry B. Turner
                   6116 Yucca
                   Paradise Valley, AZ 85253

    MULLIN:        Peter W. Mullin
                   Mullin Consulting, Inc.
                   644 S. Figueroa Street
                   Los Angeles, CA 90017

    MULLIN
CONSULTING,
      INC.:        Linda W. Myers
                   Mullin Consulting, Inc.
                   644 S. Figueroa Street
                   Los Angeles, CA 90017

KFI, Ferry's executor or other legal representative, or one of the Trustees of the Trust will provide written notification to you in the event of Ferry's death. Upon Ferry's

death, you are instructed to pay the death proceeds to KFI only upon receipt of joint authorization by KFI and Ferry's executor or legal representative (or, if no executor or legal representative is appointed, the Trustees of the Trust).

The instructions in this letter shall apply to all PM Policies listed on Schedule 1 to this letter with respect to payment of the proceeds thereof after Ferry's death, and shall terminate earlier with respect to any policy listed on Schedule 1 only with Ferry's written consent or upon transfer of the policy to Ferry during his lifetime.

Sincerely,

KORN/FERRY INTERNATIONAL

                                             By:/s/ Norman A. Glick
                                                ----------------------------

cc: Richard M. Ferry
    Norman A. Glick
    Henry B. Turner
    Peter W. Mullin
    Linda W. Myers

                                                Net death                                                       Cumulative
             Policy      Annual          Face    Benefit     Effective     Gross CV    Loan Bal.      Net CV    Corp. Prem.
Carrier      Number      Premium        Amount   4/30/95        Date       4/30/95      4/30/95      4/30/95      4/30/95
---------------------------------------------------------------------------------------------------------------------------
PM         0018419120     11,260       500,000    645,411      2/06/75     271,521      160,432      111,089       217,002
PM         0019514080      5,364       216,000    333,530      3/25/78     105,609        5,364      100,245        87,474
PM         0020181960     21,131       942,000  1,061,238     11/01/80     242,880      127,566      115,314       238,873
PM         0121632380     52,626     1,712,000  1,897,032      6/01/86     389,689            0      389,689       473,701
PM         1A22069620     28,815     1,348,779  1,506,831      2/01/89     172,879            0      164,158       195,988
PM         1A22197820     33,175     1,401,744  1,557,696      2/01/90     165,121            0      152,865       196,662
PM         1A22267040     19,675       755,142    827,624      9/19/90      78,314            0       70,432        97,953

                                     6,875,665  7,829,362                1,426,013      293,362    1,103,790     1,507,653

EXHIBIT 10.22

REVOLVING LINE AGREEMENT

THIS AGREEMENT is made and entered into this 31st day of January, 1997 by and between KORN/FERRY INTERNATIONAL (the "Borrower") and 1ST BUSINESS BANK, a California banking corporation (the "Bank").

ARTICLE 1

AMOUNT AND TERMS OF THE LINE

failure of the Bank to make any such notation shall not release Borrower from the obligation to repay amounts borrowed hereunder.

During the period Borrower has outstanding Letters of Credit, Borrower agrees:

(a) that in the event of a drawing under any Letter of Credit by the beneficiary thereof, the Borrower shall, immediately upon the receipt of notice thereof from the Bank, reimburse the Bank in an amount equal to the amount so paid by the Bank, provided, however, that at the request of the Borrower any sum drawn under a letter of credit may be deemed to constitute an Advance hereunder and added to the principal amount outstanding under this Agreement so long as no Default or Event of Default then exists.

(b) if there is a Default or Event of Default under this Agreement, to immediately prepay and make the Bank whole for any reimbursement obligations of the Borrower for the face amount of outstanding letters of credit as provided in
Section 502(b)(3) hereof.

(c) the issuance of any letter of credit and any amendment to a letter of credit is subject to the Bank's written approval and must be in form and content satisfactory to the Bank and in favor of a beneficiary acceptable to the Bank.

(d) to sign the Bank's form Application and Agreement for Standby Letter of Credit.

(e) to pay any issuance and/or other fees that the Bank notifies the Borrower will be charged for issuing and processing letters of credit for the Borrower.

(f) to pay the Bank a non-refundable fee equal to 1 1/2% per annum (the "Letter of Credit Fee") of the outstanding undrawn amount of each standby letter of credit, payable quarterly in arrears and calculated on the basis of the face amount of Letters of Credit outstanding during the immediately preceding calendar quarter or portion thereof.

executed by an officer of the Borrower and Bank shall be entitled to rely upon such Authorization for Disbursement without inquiry.

(i) Dollar deposits in the principal amount, and for the periods equal to the interest period, of a LIBOR Rate Advance are not available in the London inter-bank market; or

(ii) the LIBOR Rate does not accurately reflect the actual cost to Bank of making and funding any LIBOR Rate Advance.

ARTICLE II

CONDITIONS OF LENDING

(a) Duly executed Notes, payable to the order of the Bank (or to the order of the Bank and such assignee as the Bank may designate with the agreement of the Borrower).

(b) A copy of the Articles of Incorporation of the Borrower, certified by the California Secretary of State.

(c) A copy of the By-Laws of the Borrower, certified by its secretary.

(d) Certified copies of the resolutions of the Board of Directors of the Borrower authorizing this Agreement and the Notes and within ninety days of the execution of this Agreement, certified copies of the resolutions of the Boards of Directors of the Subsidiaries which are corporations authorizing the Guarantees.

(f) An Opinion of O'Melveny & Myers, LLP, counsel to the Borrower, as to such matters as required by the Bank.

(a) A certificate of the Borrower's Chief Financial Officer to the effect that:

(i) The representations and warranties contained in Section 1.09 and 3.01 are true and correct on and as of the date of the Disbursement as though made on and as of such date;

(ii) No event has occurred and is continuing, and no event would result from the making of the Disbursement which constitutes an Event of Default or would constitute an Event of Default but for the requirement that notice be given or time elapse or both (a "Default");

(iii) The proceeds of the Disbursement will be applied in a manner consistent with the provisions of Sections 1.09 and 3.01(h); and

(iv) The making of such Disbursement will not contravene any law, regulation or order applicable to the Borrower.

(b) Such other approvals, opinions or documents as the Bank may reasonably request.

ARTICLE III

REPRESENTATIONS AND WARRANTIES

ARTICLE IV

COVENANTS OF THE BORROWER

(i) as soon as available and in any event within seventy-five (75) days after the end of each quarter of each fiscal year of the Borrower, consolidated balance sheets of the Borrower and its Subsidiaries as of the end of such quarter and consolidated statements of income and retained earnings of the Borrower and its Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, certified by the Chief Financial Officer or President of the Borrower, subject to year end audit adjustments;

(ii) As soon as available and in any event within one hundred twenty
(120) days after the end of each fiscal year projected consolidated statements of income and retained earnings for the succeeding year in an acceptable form to the Bank.

(iii) As soon as available and in any event within one hundred twenty
(120) days after the end of each fiscal year of the Borrower, a copy of the annual consolidated audit report for such year for the Borrower and its Subsidiaries, containing financial statements for such year, certified in a manner acceptable to the Bank by Arthur Andersen & Co., or other independent certified public accountants acceptable to the Bank;

(iv) Promptly after the filing or receiving thereof, copies of all reports and notices with respect to any employees benefit plan maintained by the Borrower disclosing: (a) any Reportable Event; (b) any "prohibited transaction" within the meaning of Section 4975 of the Code; or (c) the voluntary or involuntary termination of any such plan that is subject to Title IV of ERISA;

(v) no later than seventy-five (75) days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower in the case of Sections 4.02(a)-(d) and (f)-(m), and one hundred and twenty (120) days after the end of each fiscal year of the Borrower in the case of Sections 4.02(a)-(m), a statement in form and substance satisfactory to Bank evidencing compliance with the appropriate requirements of Section 4.02, certified by Chief Financial Officer or President of Borrower; and

(vi) such other information respecting the condition or operations, financial or otherwise, of the Borrower or any of its Subsidiaries as the Bank may from time to time reasonably request.

(i) a material adverse change in the Borrower's consolidated financial condition or operations, or

(ii) a breach of or noncompliance with any material term, representation, warranty, condition or covenant contained herein or in any document delivered pursuant hereto, or

(iii) a breach of or noncompliance with any material term, representation, warranty, condition or covenant of any material contract to which the Borrower or any of its Subsidiaries is a party or by which they or their property may be bound.

any of its Subsidiaries in which the amount involved is material and not covered by insurance and which, if adversely determined, would have a material adverse effect upon the Borrower.

(i) Debt described on Exhibit D hereto;

(ii) the Line contemplated hereby;

(iii) purchase money obligations which are secured by security interests in the equipment or fixtures so acquired, and capital leases entered into for the use and acquisition of equipment, in the ordinary course of business, and guarantees of any such Debt; provided that such security interests shall not extend to other assets of the Borrower or its Subsidiaries;

(iv) trade debt incurred in the ordinary course of business and on normal and customary trade terms;

(v) Debt arising out of the issuance of letters of credit issued by Bank or with the consent of Bank, in support of Borrower or its Subsidiaries;

(vi) notes payable for a term not in excess of five (5) years, issued in connection with the purchase of shares of stock of the Borrower owned by shareholders or in connection with the payment of benefits due to Persons who leave the employment of the Borrower; provided however, that the issuance of such notes by the Borrower shall not otherwise create an Event of Default hereunder or an event which, with the passage of time or the giving of notice, would constitute an Event of Default hereunder;

(vii) Debt incurred by the Borrower to its Subsidiaries or incurred by Subsidiaries to the Borrower; and

(viii) Debt secured by the cash surrender value of life insurance policies owned by the Borrower, whether or not such debt is recognized on the Borrower's financial statements, providing that the proceeds of such Debt are either used solely for the purpose of making scheduled premium payments currently due on such policies or making investments in liquid marketable securities.

at the end of each fiscal quarter, using the results of that quarter and each of the three immediately preceding quarters.)

(i) liens for taxes, assessments or other governmental charges or levies not at the time delinquent or thereafter payable without penalty or being contested in good faith;

(ii) liens of carriers, warehousemen, mechanics, materialmen, landlords and other liens imposed by law, incurred in the ordinary course of business for sums not yet delinquent or being contested in good faith;

(iii) liens securing Debt permitted under Section 4.02(a) and 4.02(i); and

(iv) other liens or encumbrances which in the aggregate are immaterial to the Borrower and its Subsidiaries on a consolidated basis and are incurred in the ordinary course of the Borrower's business.

(i) any "prohibited transaction" as such term is defined in Section 4975 of the Code;

(ii) any "accumulated funding deficiency" as such term is defined in
Section 412(a) of the Code;

(iii) the voluntary or involuntary termination of any such Plan under circumstances that could result in material liability of the Borrower; or

(iv) the imposition of a lien on the property of the Borrower pursuant to Section 4068 of ERISA or Section 412(a) of the Code.

(m) OTHER BUSINESS ACTIVITIES. Engage in any business activities substantially different from the Borrower's present business.

ARTICLE V

EVENTS OF DEFAULT

(a) The Borrower shall fail to pay any installment of principal of, or interest on, the Notes when due; or

(b) Any representation or warranty made by the Borrower herein or by the Borrower (or any of its officers) in connection with this Agreement shall prove to have been incorrect in any material respect when made; or

(c) The Borrower shall fail to perform or observe any of the terms, covenants or agreements contained in Article IV of this Agreement; or

(d) The Borrower shall fail to perform or observe any other term, covenant or agreement contained in any other section of this Agreement and any such failure shall remain unremedied for thirty (30) days thereafter; or

(e) The Borrower or any of its Subsidiaries shall:

(i) fail to pay any material Debt (excluding Debt evidenced by the Notes) of the Borrower or such Subsidiary (as the case may be), or any interest or premium thereon, when due (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise) and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Debt; or

(ii) fail to perform any term, covenant or condition on its part to be performed under any agreement or instrument relating to any such material Debt, when required to be performed, and such failure shall continue after the applicable grace period, if any, specified in such agreement or instrument, if the effect of such failure to perform is to accelerate, or to permit the acceleration of, the maturity of such Debt; or any such Debt shall be declared to be due and payable, or required to be prepaid (other than by a regularly scheduled required prepayment), prior to the stated maturity thereof; or

(f) The Borrower or any of its Subsidiaries shall admit in writing its inability to pay its debts, or shall make a general assignment for the benefit of creditors; or any proceeding shall be instituted by or against the Borrower or any of its Subsidiaries seeking to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking appointment of a receiver, trustee, or other similar official for it or for any substantial part of its property, and any such proceeding instituted against the Borrower or such Subsidiary shall not have been dismissed after sixty (60) days; or the Borrower or any of its Subsidiaries shall take any corporate action to authorize any of the actions set forth above in this subsection (f); or

(g) A judgment or order for the payment of money in an amount in excess of $500,000 shall be rendered against the Borrower or any of its Subsidiaries and such judgment or order shall continue unsatisfied or unstayed, and in effect for a period of thirty (30) consecutive days; or

(h) The institution of a voluntary or involuntary termination of any employee benefit plan maintained by the Borrower or any Subsidiary pursuant to Title IV of ERISA if, as of the date thereof, the amount of unfunded "benefit liabilities" is (after giving effect to the tax consequences thereof), in the good faith judgment of the Bank, material.

(i) A material adverse change occurs in the Borrower's financial condition, properties, or ability to repay the Revolving Line.

(a) if the Event of Default is described in Section 5.01(f), the Commitment shall forthwith terminate and the Notes, all interest thereon, and all other amounts payable under this Agreement shall become forthwith due and payable, without presentment, demand, protest, or notice of any kind, all of which are hereby expressly waived by the Borrower, and

waived by the Borrower, and (iii) require the Borrower to immediately prepay and make the Bank whole for any outstanding Letters of Credit.

ARTICLE VI

CERTAIN DEFINITIONS

"Business Day". Unless otherwise provided in this Agreement, a business day is a day other than a Saturday or a Sunday on which the Bank is open for business in California. All payments and disbursements which would be due on a day which is not a business day will be due on the next Business Day. All payments received on a day which is not a Business Day will be applied to the credit on the next Business Day.

principles consistent with those applied in the preparation of the financial statements referred to in Section 3.01(f) as such principles may be modified from time to time.

(i) Indebtedness for borrowed money or for the deferred purchase price of property or services (other than trade debt to vendors and suppliers in the ordinary course of

business and not more than ninety (90) days overdue) in respect of which such corporation is liable, contingently or otherwise, as obligor, guarantor or otherwise, or in respect of which such corporation otherwise assures a creditor against loss;

(ii) obligations of such corporation under leases which shall have been or should be, in accordance with generally accepted accounting principles, included in determining liabilities as shown on the liability side of a balance sheet of such Person as of the date as of which Indebtedness is to be determined.

(iii) unfunded benefit liabilities under each employee benefit plan maintained for employees of such corporation and covered by Title IV of ERISA.

Advance) determined in good faith by the Bank by reference to the Wall street Journal or otherwise (which determination shall be presumed correct absent obvious error) to be the average of the rates per annum for deposits in U.S. Dollars offered to banks in the London Interbank market at approximately 11:00 o'clock a.m., London time, two London Business Days prior to the first day of such Advance for delivery on the first day of such Advance by (y) a number equal to 1.00 minus the LIBOR-Rate Reserve Percentage.

The "LIBOR-Rate Reserve Percentage" for any date is the maximum effective percentage (expressed as a decimal fraction, rounded upward to the nearest 1/100 of 1%), as determined in good faith by the Bank (which determination shall be conclusive absent manifest error), which is in effect on such day as prescribed by the Board of Governors of the Federal Reserve System (or any successor) for determining the reserve requirements (including, with limitation, supplemental, marginal and emergency reserve requirements) with respect to Eurocurrency funding (currently referred to as "Eurocurrency liabilities") of a member bank in such System but only to the extent actually incurred by the Bank, the Bank's determination thereof to be presumed correct in the absence of obvious error. The LIBOR-Rate shall be adjusted automatically as of the effective date of each change in the LIBOR-Rate Reserve Percentage.

Advances bearing interest under the LIBOR-Rate Option shall be referred to as "LIBOR-Rate Advances".

(i) if the first day of such LIBOR-Rate Interest Period is the last day of a calendar month, a "month" is the interval between the last days of consecutive calendar months;

(ii) otherwise, a "month" is the interval between the days in consecutive calendar months numerically corresponding to the first day of such LIBOR-Rate Interest Period or, if there is no such numerically corresponding day in a particular calendar month, then the last day of such calendar month.

the amount of such Indebtedness is twice the amount of Consolidated Tangible Net Worth, then the Net Worth Ratio is 2 to 1.

ARTICLE VII

MISCELLANEOUS

Agreement and all reasonable costs and expenses, if any, in connection with the enforcement of this Agreement, the Notes and the other documents to be delivered hereunder.

The Borrower will not deduct any taxes from any payments it makes to the Bank. If any government authority imposes any taxes or charges on any payments made by the Borrower, the Borrower will pay the taxes or charges. Upon request by the Bank, the Borrower will confirm that it has paid the taxes by giving the Bank official tax receipts within 30 days after the due date. However, the Borrower will not pay the Bank's net income taxes.

(a) represent the sum of the understandings and agreements between the Bank and the Borrower concerning the Revolving Line; and

(b) replace any prior oral or written agreements between the Bank and the Borrower concerning this Revolving Line; and

(c) are intended by the Bank and the Borrower as the final, complete and exclusive statement of the terms agreed to by them.

In the event of any conflict between this Agreement and any other agreements required by this Agreement, including without limitation the inclusion of additional fees and additional defaults in the Application and Agreement for Stand-by Letters of Credit, this Agreement will prevail.

which shall be deemed an original, but all of which together shall constitute one and the same instrument.

Agreement shall be governed by and construed in accordance with the internal laws of the State of California.

(a) This paragraph concerns the resolution of any controversies or claims between the Borrower and the Bank, including but not limited to those that arise from:

(i) This Agreement (including any renewals, extensions or modifications of this Agreement;

(ii) Any document, agreement or procedure related to or delivered in connection with this Agreement;

(iii) Any violation of this Agreement; or

(iv) Any claims for damages resulting from any business conducted between the Borrower and the Bank, including claims from injury to persons, property or business interests (torts).

(b) At the request of the Borrower or the Bank, any such controversies or claims will be settled by arbitration in accordance with the United States Arbitration Act. The United States Arbitration Act will apply even though this Agreement provides that it is governed by California law.

(c) Arbitration proceedings will be administered by the American Arbitration Association and will be subject to its commercial rules of arbitration.

(d) For purposes of the application of the statute of limitations, the filing of an arbitration pursuant to this paragraph is the equivalent of the filing of a lawsuit, and any claim or

controversy which may be arbitrated under this paragraph is subject to any applicable statute of limitations. The arbitrators will have the authority to decide whether any such claim or controversy is barred by the statute of limitations and, if so, to dismiss the arbitration on that basis.

(e) If there is a dispute as to whether an issue is arbitrable, the arbitrators will have the authority to resolve any such dispute.

(f) The decision that results from an arbitration proceeding may be submitted to any authorized court of law to be confirmed and enforced.

(g) The procedure described above will not apply if the controversy or claim, at the time of the proposed submission to arbitration, arises from or relates to an obligation to the Bank secured by real property located in California. In this case, both the Borrower and the Bank must consent to submission of the claim or controversy to arbitration. If both parties do not consent to arbitration, the controversy or claim will be settled as follows:

(i) The Borrower and the Bank will designate a referee (or a panel of referees) selected under the auspices of Arbitration Association in the same manner as arbitrators are selected in Association-sponsored proceedings;

(ii) The designated referee (or the panel of referees) will be appointed by a court as provided in California Code of Civil Procedure Section 638 and the following related sections;

(iii) The referee (or the presiding referee of the panel) will be an active attorney or a retired judge; and

(iv) The award that results from the decision of the referee (or the panel) will be entered as a judgment in the court that appointed the referee, in accordance with the provisions of California Code of Civil Procedure Sections 644 and 645.

(h) This provision does not limit the right of the Borrower or the Bank to:

(i) exercise self-help remedies such as setoff;

(ii) foreclose against or sell any real or personal property collateral; or

(iii) act in a court of law, before, during or after the arbitration proceeding to obtain:

(A) an interim remedy; and/or

(B) additional or supplementary remedies.

(i) The pursuit of or a successful action for interim, additional or supplementary remedies, or the filing of a court action, do not constitute a waiver of the right of the Borrower or the Bank, including the suing party, to submit the controversy or claim to arbitration if the other party contests the lawsuit. However, if the controversy or claim arises from or relates to an obligation to the Bank which is secured by real property located in California at the time of the proposed submission to arbitration, this right is limited according to the provision above requiring the consent of both the Borrower and the Bank to seek resolution through arbitration.

(j) If the Bank forecloses against any real property securing this Agreement, the Bank has the option to exercise the power of sale under the deed of trust or mortgage, or to proceed by judicial foreclosure.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of the date first above written.

KORN/FERRY INTERNATIONAL
A California Corporation

By: /s/ Norman A. Glick
   ---------------------------------
Title: V.P. Finance
      ------------------------------

1st Business Bank

By: /s/ Robert Kummer Jr.
   ---------------------------------
Title: Chairman and CEO
      ------------------------------

By: /s/ Kim Defenderfer
   ---------------------------------
Title: Vice President
      ------------------------------

FIRST AMENDMENT TO THE REVOLVING LINE AGREEMENT

THIS FIRST AMENDMENT TO THE REVOLVING LINE AGREEMENT is made and entered into this 27th day of February, 1998, by and between KORN/FERRY INTERNATIONAL, a California corporation (the "Borrower"), and Mellon 1st Business Bank, a California Banking Corporation (the "Bank"). This Amendment shall be called the First Amendment to the Revolving Line Agreement.

RECITALS

A. Borrower and Bank entered into that certain Revolving Line Agreement dated January 31, 1997, wherein Bank agreed to lend to Borrower an amount up to but not in excess of Eleven Million Dollars ($11,000,000) outstanding in the aggregate at any one time. All initial capitalized terms used herein and not otherwise defined herein shall have the same meaning as the Revolving Line Agreement. Borrower and Bank agree to the following.

NOW THEREFORE, in consideration of the foregoing and other good and valuable consideration rendered to the parties, the parties do mutually agree as follows:

AGREEMENT

1. MATURITY DATE. In Section 1.01 the Maturity Date is hereby amended from November 30, 1998 to November 30, 1999.

2. LETTER OF CREDIT FEE. In Section 1.02(f) the non-refundable fee of 1 1/2% per annum of the outstanding undrawn amount of each standby letter of credit is hereby amended from 1 1/2% to 1.00%.

3. CONSOLIDATED TANGIBLE NET WORTH DEFINITION. Section (i) in the definition of Consolidated Tangible Net Worth in Section 6.01 of the Loan Agreement is hereby amended from "all liabilities of the Borrower and its Subsidiaries, determined on a consolidated basis, except for such amounts which are specifically subordinated to the Bank in a form satisfactory to the Bank and" to "all liabilities of the Borrower and its Subsidiaries, determined on a consolidated basis, except for subordinated debt and"

4. REAFFIRMATION. As of the date hereof, Borrower hereby reaffirms for the benefit of Bank that the representations and warranties of Borrower as set forth in Article III of the Revolving Line Agreement are true and correct.

5. FULL FORCE AND EFFECT. Each and every and all singular of the terms, conditions and covenants contained in the Revolving Line Agreement shall remain in full force and effect except as specifically amended herein, and not present or future rights remedies, benefits or powers belonging or accruing to Bank under the Revolving Line Agreement, shall be affected, prejudiced, limited or restricted hereby.

IN WITNESS WHEREOF, the parties hereto have executed this First Amendment to the Revolving Line Agreement as of the date first above written.

First Amendment to the Revolving Line Agreement

KORN/FERRY INTERNATIONAL
A California Corporation.

By:/s/ E.S. Murray
   ---------------------------
Its: VP & CFO
    --------------------------

MELLON IST BUSINESS BANK

a California Corporation

By:/s/ Kim Defenderfer                    By: /s/ Robert Kummer Jr.
   ---------------------------               ----------------------------------
   Vice President                         Chairman & Chief Executive Officer

SECOND AMENDMENT TO THE REVOLVING LINE AGREEMENT

THIS SECOND AMENDMENT TO THE REVOLVING LINE AGREEMENT is made and entered into this 19th day of June, 1998, by and between KORN/FERRY INTERNATIONAL, a California corporation (the "Borrower"), and Mellon 1st Business Bank, a California Banking Corporation (the "Bank"). This Amendment shall be called the Second Amendment to the Revolving Line Agreement.

RECITALS

A. Borrower and Bank entered into that certain Revolving Line Agreement dated January 31, 1997, wherein Bank agreed to lend to Borrower an amount up to but not in excess of Eleven Million Dollars ($11,000,000) outstanding in the aggregate at any one time. All initial capitalized terms used herein and not otherwise defined herein shall have the same meaning as the Revolving Line Agreement.

NOW THEREFORE, in consideration of the foregoing and other good and valuable consideration rendered to the parties, the parties do mutually agree as follows:

AGREEMENT

1. ADDITION OF TEMPORARY INCREASE. The following sentence is hereby added to
Section 1.01 after the first sentence which ends with the phase (each an "Advance").

"In addition to the Eleven Million Dollars ($11,000,000) Revolving Line, the Bank will lend the Borrower an amount up to but not in excess of Five Million Dollars ($5,000,000) ("Temporary Increase") under the same terms and conditions as the Revolving Line except that the maturity date of the Temporary Increase will be September 30, 1998. Hereafter all references to the Maturity Date shall include the maturity date of the Temporary Increase. Also, hereafter all references to the Revolving Line shall include the Revolving Line and the Temporary Increase except the Temporary Increase shall be evidenced by two promissory notes (the "Temporary Increase Notes") and the Temporary Increase will not have a sublimit for standby letters of credit.

2. REAFFIRMATION. As of the date hereof, Borrower hereby reaffirms for the benefit of Bank that the representations and warranties of Borrower as set forth in Article III of the Revolving Line Agreement are true and correct.

3. FULL FORCE AND EFFECT. Each and every and all singular of the terms, conditions and covenants contained in the Revolving Line Agreement shall remain in full force and effect as specifically amended herein, and not present or future rights remedies, benefits or powers belonging or accruing to Bank under the Revolving Line Agreement, shall be affected, prejudiced, limited or restricted hereby.

IN WITNESS WHEREOF, the parties hereto have executed this Second Amendment to the Revolving Line Agreement as of the date first above written.

Second Amendment to the Revolving Line Agreement

KORN/FERRY INTERNATIONAL
A California Corporation.

By:/s/ E. S. Murray
   ---------------------------
Its: Chief Financial Officer
    --------------------------

MELLON IST BUSINESS BANK

a California Corporation

By:/s/ Kim Defendefer                     By:/s/ Robert Kummer Jr.
   ---------------------------               ----------------------------------
   Senior Vice President                  Chairman & Chief Executive Officer

$2,000,000 Los Angeles, California June 19, 1998

FOR VALUE RECEIVED, KORN-FERRY INTERNATIONAL, a California corporation (the "Borrower"), promises to pay to the order of MELLON BANK, N.A., a Pennsylvania banking corporation (the "Bank") the principal sum of TWO MILLION DOLLARS ($2,000,000) or, if less, the aggregate unpaid principal amount of all Loans made by the Bank to the undersigned pursuant to the Revolving Line Agreement by and between the Borrower and the Bank dated as of January 31, 1997 as shown on the records of the Bank or on the schedule attached hereto (and any continuation or amendment thereof), payable on the September 30, 1998; plus interest as calculated below.

Interest shall be payable from the date hereof on the unpaid principal balance outstanding hereunder at any time quarterly, on the last Business Day of each fiscal quarter, commencing on July 30, 1998 and continuing until the September 30, 1998, at either:

(a) a fluctuating rate equal at all times to and including the date of maturity, one half percent (1/2%) lower than the rate which the Bank publicly announces from time to time at its Los Angeles Main Office (defined below) as its "Reference Rate"; or

(b) a fixed rate of interest equal to the London Interbank Offered Rate (LIBOR) of the same origination and maturity dates plus one and one half percent (1 1/2%). Fixed rate advances must be made with forty eight(48) hours advance notice and in minimum increments of five hundred thousand dollars ($500,000). Such advances will be subject to a prepayment penalty equal to the amount of interest which would have accrued had the advance been outstanding for the full maturity; and

(c) after maturity, whether by acceleration or otherwise, both before as well as after judgment, the Reference Rate plus two percent (2%).

Any change in the interest rate resulting from a change in the Reference Rate shall be effective on and as of the date of such change.

Interest shall be computed on the basis of a year of 360 days for the actual number of days elapsed.

Both principal and interest are payable in lawful money of the United States of America, without deduction or offset, to the Bank at 601 West Fifth Street, Los Angeles, California 90071 (Los Angeles Main Office), in immediately available funds.

The failure of the Bank to exercise its rights to make demand at any one time will not constitute a waiver of such right at any subsequent time. Acceptance by the Bank of any payment hereunder which is less than payment in full of all amounts due and payable at the time of such payment shall not constitute a waiver of the right to exercise such option at that time or any subsequent time or nullify any prior exercise of such option, except as and to the extent otherwise provided by law and any such payment may be applied to any indebtedness owed to the Bank in any order the Bank chooses.

If the Note is not paid when due, whether on demand or at the date set forth herein, the Borrower promises to pay all costs of collection including, but not limited to, reasonable attorneys' fees and all expenses incurred in connection with the protection of realization of any collateral securing the payment hereof, or enforcement of any guarantee or security therefore, incurred by the Bank or any holder hereof on account of such collection, whether or not suit is actually filed thereof.

The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and nonpayment of this Note.

This Note is one of the Notes referred to in, and is subject to and governed by, the Revolving Line Agreement. Reference is made thereto for the definitions, terms, conditions and provisions governing this Note, including the conditions under which the amount owing hereunder may be accelerating.

This Note may be prepaid only in accordance with the terms of the Revolving Line Agreement.

This Note is made under and governed by the laws of the State of California.

KORN-FERRY INTERNATIONAL

By: /s/ E. S. Murray
   ---------------------------------
By:     E. S. Murray
   ---------------------------------

$3,000,000 Los Angeles, California June 19, 1998

FOR VALUE RECEIVED, KORN-FERRY INTERNATIONAL, a California corporation (the "Borrower"), promises to pay to the order of MELLON 1ST BUSINESS BANK, a California banking corporation (the "Bank") the principal sum of THREE MILLION DOLLARS ($3,000,000) or, if less, the aggregate unpaid principal amount of all Loans made by the Bank to the undersigned pursuant to the Revolving Line Agreement by and between the Borrower and the Bank dated as of January 31, 1997 as shown on the records of the Bank or on the schedule attached hereto (and any continuation or amendment thereof), payable on the September 30, 1998; plus interest as calculated below.

Interest shall be payable from the date hereof on the unpaid principal balance outstanding hereunder at any time quarterly, on the last Business Day of each fiscal quarter, commencing on July 30, 1998 and continuing until the September 30, 1998, at either:

(a) a fluctuating rate equal at all times to and including the date of maturity, one half percent (1/2%) lower than the rate which the Bank publicly announces from time to time at its Los Angeles Main Office (defined below) as its "Reference Rate"; or

(b) a fixed rate of interest equal to the London Interbank Offered Rate (LIBOR) of the same origination and maturity dates plus one and one half percent (1 1/2%). Fixed rate advances must be made with forty eight (48) hours advance notice and in minimum increments of five hundred thousand dollars ($500,000). Such advances will be subject to a prepayment penalty equal to the amount of interest which would have accrued had the advance been outstanding for the full maturity; and

(c) after maturity, whether by acceleration or otherwise, both before as well as after judgment, the Reference Rate plus two percent (2%).

Any change in the interest rate resulting from a change in the Reference Rate shall be effective on and as of the date of such change.

Interest shall be computed on the basis of a year of 360 days for the actual number of days elapsed.

Both principal and interest are payable in lawful money of the United States of America, without deduction or offset, to the Bank at 601 West Fifth Street, Los Angeles, California 90071 (Los Angeles Main Office), in immediately available funds.

The failure of the Bank to exercise its rights to make demand at any one time will not constitute a waiver of such right at any subsequent time. Acceptance by the Bank of any payment hereunder which is less than payment in full of all amounts due and payable at the time of such payment shall not constitute a waiver of the right to exercise such option at that time or any subsequent time or nullify any prior exercise of such option, except as and to the extent otherwise provided by law and any such payment may be applied to any indebtedness owed to the Bank in any order the Bank chooses.

$6,600,000 Los Angeles California January 31, 1997

FOR VALUE RECEIVED, KORN-FERRY INTERNATIONAL, a California corporation (the "Borrower"), promises to pay to the order of 1ST BUSINESS BANK, a California banking corporation (the "Bank") the principal sum of SIX MILLION SIX HUNDRED THOUSAND ($6,600,000) or, if less, the aggregate unpaid principal amount of all Loans made by the Bank to the undersigned pursuant to the Revolving Line Agreement by and between the Borrower and the Bank dated as of January 31, 1997 as shown on the records of the Bank or on the schedule attached hereto (and any continuation thereof), payable on the Maturity Date, as defined in the Revolving Line Agreement; plus interest as calculated below.

Interest shall be payable from the date hereof on the unpaid principal balance outstanding hereunder at any time quarterly, on the last Business Day of each fiscal quarter, commencing on April 30, 1997 and continuing until the Maturity Date, at either:

(a) a fluctuating rate equal at all times to and including the date of maturity, one half percent (1/2%) lower than the rate which the Bank publicly announces from time to time at its Los Angeles Main Office (defined below) as its "Reference Rate"; or

(b) a fixed rate of interest equal to the London Interbank Offered Rate (LIBOR) of the same origination and maturity dates plus one and one half percent (1 1/2%). Fixed rate advances must be made with forty eight (48) hours advance notice and in minimum increments of five hundred thousand dollars ($500,000). Such advances will be subject to a prepayment penalty equal to the amount of interest which would have accrued had the advance been outstanding for the full maturity; and

(c) after maturity, whether by acceleration or otherwise, both before as well as after judgment, the Reference Rate plus two percent (2%).

Any change in the interest rate resulting from a change in the Reference Rate shall be effective on and as of the date of such change.

Interest shall be computed on the basis of a year of 360 days for the actual number of days elapsed.

Both principal and interest are payable in lawful money of the United States of America, without deduction or offset, to the Bank at 601 West Fifth Street, Los Angeles, California 90071 (Los Angeles Main Office), in immediately available funds.

The failure of the Bank to exercise its rights to make demand at any one time will not constitute a waiver of such right at any subsequent time. Acceptance by the Bank of any payment hereunder which is less than payment in full of all amounts due and payable at the time of such payment shall not constitute a waiver of the right to exercise such option at that time or any subsequent time or nullify any prior exercise of such option, except as and to the extent otherwise provided by law and any such payment may be applied to any indebtedness owed to the Bank in any order the Bank chooses.

If this Note is not paid when due, whether on demand or at the date set forth herein, the Borrower promises to pay all costs of collection including, but not limited to, reasonable attorneys' fees and all expenses incurred in connection with the protection of realization of any collateral securing the payment hereof, or enforcement of any guarantee or security therefore, incurred by the Bank or any holder hereof on account of such collection, whether or not suit is actually filed thereof.

The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and nonpayment of this Note.

This Note is one of the Notes referred to in, and is subject to and governed by, the Revolving Line Agreement. Reference is made thereto for the definitions, terms, conditions and provisions governing this Note, including the conditions under which the amounts owing hereunder may be accelerating.

This Note may be prepaid only in accordance with the terms of the Revolving Line Agreement.

This Note is made under and governed by the laws of the State of California.

KORN-FERRY INTERNATIONAL

By: /s/ Norman A. Glick
    ---------------------------

By:     Norman A. Glick
    ---------------------------

$4,400,000 Los Angeles, California January 31, 1997

FOR VALUE RECEIVED, KORN-FERRY INTERNATIONAL, a California corporation (the "Borrower"), promises to pay to the order of MELLON BANK, N.A., a Pennsylvania banking corporation (the "Bank") the principal sum of FOUR MILLION FOUR HUNDRED THOUSAND ($4,400,000) or, if less, the aggregate unpaid principal amount of all Loans made by the Bank to the undersigned pursuant to the Revolving Line Agreement by and between the Borrower and the Bank dated as of January 31, 1997 as shown on the records of the Bank or on the schedule attached hereto (and any continuation thereof), payable on the Maturity Date, as defined in the Revolving Line Agreement; plus interest as calculated below.

Interest shall be payable from the date hereof on the unpaid principal balance outstanding hereunder at any time quarterly, on the last Business Day of each fiscal quarter, commencing on April 30, 1997 and continuing until the Maturity Date, at either:

(a) a fluctuating rate equal at all times to and including the date of maturity, one half percent (1/2%) lower than the rate which the Bank publicly announces from time to time at its Los Angeles Main Office (defined below) as its "Reference Rate"; or

(b) a fixed rate of interest equal to the London Interbank Offered Rate (LIBOR) of the same origination and maturity dates plus one and one half percent (1 1/2%). Fixed rate advances must be made with forty eight (48) hours advance notice and in minimum increments of five hundred thousand dollars ($500,000). Such advances will be subject to a prepayment penalty equal to the amount of interest which would have accrued had the advance been outstanding for the full maturity; and

(c) after maturity, whether by acceleration or otherwise, both before as well as after judgment, the Reference Rate plus two percent (2%).

Any change in the interest rate resulting from a change in the Reference Rate shall be effective on and as of the date of such change.

Interest shall be computed on the basis of a year of 360 days for the actual number of days elapsed.

Both principal and interest are payable in lawful money of the United States of America, without deduction or offset, to the Bank at 601 West Fifth Street, Los Angeles, California 90071 (Los Angeles Main Office), in immediately available funds.

The failure of the Bank to exercise its rights to make demand at any one time will not constitute a waiver of such right at any subsequent time. Acceptance by the Bank of any payment hereunder which is less than payment in full of all amounts due and payable at the time of such payment shall not constitute a waiver of the right to exercise such option at that time or any subsequent time or nullify any prior exercise of such option, except as and to the extent otherwise provided by law and any such payment may be applied to any indebtedness owed to the Bank in any order the Bank chooses.

If this Note is not paid when due, whether on demand or at the date set forth herein, the Borrower promises to pay all costs of collection including, but not limited to, reasonable attorneys' fees and all expenses incurred in connection with the protection of realization of any collateral securing the payment hereof, or enforcement of any guarantee or security therefore, incurred by the Bank or any holder hereof on account of such collection, whether or not suit is actually filed thereof.

The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor, and nonpayment of this Note.

This Note is one of the Notes referred to in, and is subject to any governed by, the Revolving Line Agreement. Reference is made thereto for the definitions, terms, conditions and provisions governing this Note, including the conditions under which the amounts owing hereunder may be accelerating.

This Note may be prepaid only in accordance with the term of the Revolving Line Agreement.

This Note is made under and governed by the laws of the State of California.

KORN-FERRY INTERNATIONAL

By: /s/ Norman A. Glick
    --------------------------------

By:     Norman A. Glick
    --------------------------------

Parent Company
Korn/Ferry International, (California Corporation)

SUBSIDIARIES                                          PERCENT-OWNED*

ARGENTINA
Korn/Ferry International S.A.                               100%

AUSTRALIA
Korn/Ferry International Pty. Limited*                      100%

AUSTRIA (Branch of London)
Korn/Ferry Carre Orban International, Ltd.
Niederlassung Osterreich                                    100%

BRAZIL
Korn/Ferry International S/C Ltda.                          100%

CANADA
Korn/Ferry International Limited                      100% (INACTIVE)

CHILE
Korn/Ferry International S.A.                               100%

CHINA
Korn/Ferry International (China) Limited                    100%

CZECH REPUBLIC
Korn/Ferry Carre/Orban International spol.s.r.o.            100%

DENMARK
Korn/Ferry International A/S***                       100% (INACTIVE)

FRANCE
Korn/Ferry International & Cie, S.N.C.**                    100%
Korn/Ferry International, S.N.C.** Brussels (Branch)
Korn/Ferry International, S.N.C.** Armsterdam (Branch)

K/FI
REVISED January 31, 1997

Korn/Ferry International, GmbH.                             100%

GREECE
Korn/Ferry International S.A.                               100%

HONG KONG
Korn/Ferry International (H.K.) Limited                     100%

HUNGARY
Korn/Ferry International Budapest
 Individual Consulting & Services Ltd.
 (Short Form Name: K/F Ltd.)                                100%

ITALY
Korn/Ferry Carre/Orban International S.R.L.                 100%

JAPAN
Nihon Korn/Ferry International                              100%

NETHERLANDS
K/FI Holdings BV (Netherlands)                        100% (INACTIVE)
Korn/Ferry Carre/Orban International B.V.                   100%

NEW ZEALAND
Korn/Ferry International (New Zealand) Ltd.                 100%

NORWAY
Korn/Ferry Carre/Orban International A/S                    100%

POLAND
Korn/Ferry Carre/Orban International Sp.z o.o.              100%

PUERTO RICO
Korn/Ferry Caribbean, Inc.***                               100%

ROMANIA
Korn/Ferry International srl.                               100%

Korn/Ferry International Pte. Ltd.                     100%

SLOVAKIA
New Europe Consulting Group, spol. s.r.o.              100%

SPAIN
Korn/Ferry Espana, S.A.                                100%

SWEDEN
Korn/Ferry Carre'/Orban International, A.B.            100%

SWITZERLAND
Korn/Ferry (Switzerland) S.A. (Zurich)                 100%
Korn/Ferry International S.A. (Geneva)                 100%
John Stork International (Geneva)                      100% (INACTIVE)
K/F Associates AG                                      100%

UNITED KINGDOM
Korn/Ferry International, Limited                      100%
John Stork International Group Limited                 100%
John Stork International Limited                       100%
Pintab Associates Limited                              100%

UNITED STATES
Korn/Ferry International                               100%
Strategic Compensation Group, Inc.                     100%
Avery & Associates, Inc.                               100% (INACTIVE)
Continental American Management, Co.                   100% (INACTIVE)
John Stork International Group Limited                 100% (INACTIVE)
Korn/Ferry Carre'/Orban Worldwide, Inc.                100%
Korn/Ferry S.A.                                        100% (INACTIVE)

K/FI
REVISED January 31, 1997

VENEZUELA
Korn/Ferry International Consultores
Asociados, C.A. 100% Korn/Ferry International Consultores
Asociados, C.A. Bogota (Branch)

* Includes Directors' qualifying shares ** In process of being converted to a full subsidiary of Korn/Ferry International *** In the process of liquidation.

                                                                                Notes
Description                                                                     Payable
------------------------------------------------------------------------------------------
Section 4.02(a)(i)
--------------

Bank Lines of Credit - United States
  First Business Bank/Bank of America                                           $  500,000

Loans against Cash Surrender Value of Life Insurance -
  Loans against cash surrender values of life Insurance policies are not
  considered indebtedness of the Company for purposes of this loan
  agreement. These amounts are considered to be a reduction of the related
  assets as recorded in the financial statements of the Company.                   -
                                                                                ----------
                                                                                $  500,000
                                                                                ==========

Section 4.02 (a)(vi)
---------------

Indebtedness incurred incident to repurchase of the Company's capital stock
and to payment of benefits to former employees. Loans are payable in
installments over a five year period and are subordinated to bank debt.

  Nancy Albert                                                                  $   38,000
  1972 Childrens Trust - Richard Ferry                                          $  470,000
  California Community Foundation                                               $  151,000
  California Community Foundation & Richard Ferry Trustee                       $  990,000
  Ken Clark                                                                     $  228,000
  Mel Connet                                                                    $   56,000
  Deborah Cornwall                                                              $  313,000
  Joe Defregger                                                                 $   88,000
  Heinrich Eichenberger                                                         $  163,000
  Richard Ferry                                                                 $1,096,000
  Peter Gasperini                                                               $   18,000
  Wilmot Gravenslund                                                            $  145,000
  Richard Hardison                                                              $  192,000
  John Harlow                                                                   $   76,000
  James Herget                                                                  $   26,000
  Bill Ingils                                                                   $   28,000
  Harold Johnson                                                                $   10,000
  Peter Kelly                                                                   $   64,000
  Arnold Kuypers                                                                $   26,000
  Irene Latino                                                                  $   26,000
  Robert Lepage                                                                 $  132,000
  Bernhard Mahlo                                                                $   66,000
  Joseph McMahon                                                                $   19,000
  Martin Nass                                                                   $    6,000
  Howard Nitschke                                                               $   63,000
  Win Priem                                                                     $   19,000
  Paul Putney                                                                   $   48,000
  Robert Rollo                                                                  $   88,000
  Buzz Schulte                                                                  $    5,000
  Gary Silverman                                                                $   41,000
  John Sullivan                                                                 $   26,000
  William Tholke                                                                $   78,000
  Jean-Marie Van Den Borre                                                      $  101,000
  Laurence Vienot                                                               $  178,000
  Daniel Wilbrez                                                                $   27,000
  Matthew Wright                                                                $    3,000

                                                                                ----------
                                                                                $5,104,000
                                                                                ==========

Exhibit 10.23

REVOLVING CREDIT AND TERM LOAN AGREEMENT

THIS AGREEMENT is made and entered into this 31st day of January, 1997 by and between KORN/FERRY INTERNATIONAL (the "BORROWER") and 1ST BUSINESS BANK, a California banking corporation (the "BANK").

ARTICLE I

AMOUNT AND TERMS OF THE LOAN

endorsement on the Notes or by Bank's internal records, including daily computer print-outs, and such entries shall be prima facie evidence of the amount of the Revolving Loan outstanding and the terms thereof, but the failure of the Bank to make any such notation shall not release Borrower from the obligation to repay amounts borrowed hereunder.

(i) Dollar deposits in the principal amount, and for the periods equal to the Interest Period, of a LIBOR-Rate Advance are not available in the London inter-bank market; or

(ii) the LIBOR Rate does not accurately reflect the cost of a LIBOR-Rate Advance: or (iii) Borrower shall have a one time option at the Conversion Date, to fix the rate of interest for the Term Loan. Said fixed rate shall be equal to the U.S. Treasury Note Yield (as quoted in the Wall Street Journal), for U.S. Treasury Notes with a maturity equivalent to the Maturity Date of the

Term Loan, plus 1.75%. Such fixed rate Advance will be subject to a prepayment premium equal to the amount of interest which would have accrued had the Advance been outstanding for the full maturity.

Bank, if and to the extent payment owed to the Bank is not promptly made pursuant to the Notes or this Section 1.05, to charge against the Borrower's account with the Bank an amount equal to the interest and fees from time to time due to the Bank hereunder and under the Notes. All computations of interest hereunder shall be made by the Bank on the basis of a 360-day year and the actual number of days (including the first day but excluding the last day) elapsed.

repayment of the Loan, together with all interest thereon, and all other obligations of Borrower hereunder.

ARTICLE II

CONDITIONS OF LENDING

(a) Duly executed Notes, payable to the order of the Bank (or to the order of the Bank and such assignee as the Bank may designate with the agreement of the Borrower).

(b) A copy of the Articles of Incorporation of the Borrower, certified by the California Secretary of State.

(c) A copy of the By-Laws of the Borrower, certified by its secretary.

(d) Certified copies of the resolutions of the Board of Directors of the Borrower authorizing this Agreement and the Notes and within ninety days of the execution of this Agreement, certified copies of the resolutions of the Boards of Directors of the Subsidiaries which are corporations authorizing the Guarantees.

(e) An Opinion of O'Melveny & Myers, LLP, counsel to the Borrower, as to such matters as required by the Bank.

(a) A certificate of the Borrower's Chief Financial Officer to the effect that:

(i) The representations and warranties contained in Section 1.09 and 3.01 are true and correct on and as of the date of the disbursement as though made on and as of such date;

(ii) No event has occurred and is continuing, and no event would result from the making of the Advance which constitutes an Event of Default or would constitute an Event of Default but for the requirement that notice be given or time elapse or both;

(iii) The proceeds of the Advance will be applied in a manner consistent with the provisions of Sections 1.09 and 3.01(h); and

(iv) The making of such Advance will not contravene any law, regulation or order applicable to the Borrower.

(b) Such other approvals, opinions or documents as the Bank may reasonably request.

ARTICLE III

REPRESENTATIONS ND WARRANTIES

or activities requires such qualification, except where such qualification has not had or will not have a material adverse effect on the Borrower.

applied, and since that time, except as disclosed in writing to Bank prior to the date of this Agreement, there has been no material adverse change in such condition or operations.

aggregate and no waiver of the minimum funding standards of Code Section 412 has been requested or granted by the Internal Revenue Service.

ARTICLE IV

COVENANTS OF THE BORROWER

(i) as soon as available and in any event within seventy-five (75) days after the end of each quarter of each fiscal year of the Borrower, consolidated balance sheets of the Borrower and its Subsidiaries as of the end of such quarter and consolidated statements of income and

retained earnings of the Borrower and its Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, certified by the Chief Financial Officer or President of the Borrower, subject to year end audit adjustments;

(ii) As soon as available and in any event within one hundred twenty
(120) days after the end of each fiscal year projected consolidated statements of income and retained earnings for the succeeding year in an acceptable form to the Bank.

(iii) As soon as available and in any event within one hundred twenty
(120) days after the end of each fiscal year of the Borrower, a copy of the annual consolidated audit report for such year for the Borrower and its Subsidiaries, containing financial statements for such year, certified in a manner acceptable to the Bank by Arthur Andersen & Co., or other independent certified public accountants acceptable to the Bank;

(iv) Promptly after the filing or receiving thereof, copies of all reports and notices with respect to any employee benefit plan maintained by the Borrower disclosing: (a) any Reportable Event; (b) any "prohibited transaction" within the meaning of Section 4975 of the Code; or (c) the voluntary or involuntary termination of any such plan that is subject to Title IV of ERISA;

(v) no later than seventy-five (75) days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower in the case of Sections 4.02(a)-(d) and (f)-(m), and one hundred and twenty (120) days after the end of each fiscal year of the Borrower in the case of Sections 4.02(a)-(m), a statement in form and substance satisfactory to Bank evidencing

compliance with the appropriate requirements of Section 4.02, certified by the Chief Financial Officer or President of Borrower; and

(vi) such other information respecting the condition or operations, financial or otherwise, of the Borrower or any of its Subsidiaries as the Bank may from time to time reasonably request.

(i) a material adverse change in the Borrower's consolidated financial condition or operations, or

(ii) a breach of or noncompliance with any material term, representation, warranty, condition or covenant contained herein or in any document delivered pursuant hereto, or

(iii) a breach of or noncompliance with any material term, representation, warranty, condition or covenant of any material contract to which the Borrower or any of its Subsidiaries is a party or by which they or their property may be bound.

(i) Debt described on Exhibit D hereto;

(ii) the Loan contemplated hereby;

(iii) purchase money obligations which are secured by security interests in the equipment or fixtures so acquired, and capital leases entered into for the use and acquisition of

equipment, in the ordinary course of business, and guarantees of any such Debt; provided that such security interests shall not extend to other assets of the Borrower or its Subsidiaries;

(iv) trade debt incurred in the ordinary course of business and on normal and customary trade terms;

(v) Debt arising out of the issuance of letters of credit issued by Bank or with the consent of Bank, in support of Borrower or its Subsidiaries;

(vi) notes payable for a term not in excess of five (5) years, issued in connection with the purchase of shares of stock of the Borrower owned by shareholders or in connection with the payment of benefits due to Persons who leave the employment of the Borrower; provided however, that the issuance of such notes by the Borrower shall not otherwise create an Event of Default hereunder or an event which, with the passage of time or the giving of notice, would constitute an Event of Default hereunder;

(vii) Debt incurred by the Borrower to its Subsidiaries or incurred by Subsidiaries to the Borrower; and

(viii) Debt secured by the cash surrender value of life insurance policies owned by the Borrower, whether or not such debt is recognized on the Borrower's financial statements, providing that the proceeds of such Debt are either used solely for the purpose of making scheduled premium payments currently due on such policies or making investments in liquid marketable securities.

greater than the ratio of 2.25:1.0 after excluding the accrued liability, "Accrued Bonuses," from "outstanding Indebtedness," as defined in Section 6.01.

of two hundred percent (200%) of consolidated current maturities of long term debt, and consolidated interest expense for the preceding twelve month period. (This ratio will be calculated at the end of each fiscal quarter, using the results of that quarter and each of the three immediately preceding quarters.)

(i) liens for taxes, assessments or other governmental charges or levies not at the time delinquent or thereafter payable without penalty or being contested in good faith;

(ii) liens of carriers, warehousemen, mechanics, materialmen, landlords and other liens imposed by law, incurred in the ordinary course of business for sums not yet delinquent or being contested in good faith;

(iii) liens securing Debt permitted under Section 4.02(a) and 4.02(i); and

(iv) other liens or encumbrances which in the aggregate are immaterial to the Borrower and its Subsidiaries on a consolidated basis and are incurred in the ordinary course of the Borrower's business.

(i) any "prohibited transaction" as such term is defined in
Section 4975 of the Code;

(ii) any "accumulated funding deficiency" as such term is defined in
Section 412(a) of the Code;

(iii) the voluntary or involuntary termination of any such Plan under circumstances that could result in material liability of the Borrower; or

(iv) the imposition of a lien on the property of the Borrower pursuant to Section 4068 of ERISA or Section 412(a) of the Code.

ARTICLE V

EVENTS OF DEFAULT

(a) The Borrower shall fail to pay any installment of principal of, or interest on, the Notes when due; or

(b) Any representation or warranty made by the Borrower herein or by the Borrower (or any of its officers) in connection with this Agreement shall prove to have been incorrect in any material respect when made; or

(c) The Borrower shall fail to perform or observe any of the terms, covenants or agreements contained in Article IV of this Agreement; or

(d) The Borrower shall fail to perform or observe any other term, covenant or agreement contained in any other section of this Agreement and any such failure shall remain unremedied for thirty (30) days thereafter; or

(e) The Borrower or any of its Subsidiaries shall:

(i) fail to pay any material Debt (excluding Debt evidenced by the Notes) of the Borrower or such Subsidiary (as the case may be), or any interest or premium thereon, when due (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise) and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Debt; or

(ii) fail to perform any term, covenant or condition on its part to be performed under any agreement or instrument relating to any such material Debt, when required to be performed, and such failure shall continue after the applicable grace period, if any, specified in such agreement or instrument, if the effect of such failure to perform is to accelerate, or to permit the acceleration of, the maturity of such Debt; or any such Debt shall be declared to be due and payable, or required to be prepaid (other than by a regularly scheduled required prepayment), prior to the stated maturity thereof; or

(f) The Borrower or any of its Subsidiaries shall admit in writing its inability to pay its debts, or shall make a general assignment for the benefit of creditors; or any proceeding shall be instituted by or against the Borrower or any of its Subsidiaries seeking to adjudicate it bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking appointment of a receiver, trustee, or other similar official for it or for any substantial part of its property, and any such proceeding instituted against the Borrower or such Subsidiary shall not have

been dismissed after sixty (60) days; or the Borrower or any of its Subsidiaries shall take any corporate action to authorize any of the actions set forth above in this subsection (f); or

(g) A judgment or order for the payment of money in an amount in excess of $500,000 shall be rendered against the Borrower or any of its Subsidiaries and such judgment or order shall continue unsatisfied or unstayed, and in effect for a period of thirty (30) consecutive days; or

(h) The institution of a voluntary or involuntary termination of any employee benefit plan maintained by the Borrower or any Subsidiary pursuant to Title IV of ERISA if, as of the date thereof, the amount of unfunded "benefit liabilities" is (after giving effect to the tax consequences thereof), in the good faith judgment of the Bank, material.

(i) A material adverse change occurs in the Borrower's financial condition, properties, or ability to repay the Revolving Loan.

(a) if the Event of Default is described in Section 5.01(f), the Commitment shall forthwith terminate and the Notes, all interest thereon, and all other amounts payable under this Agreement shall become forthwith due and payable, without presentment, demand, protest, or notice of any kind, all of which are hereby expressly waived by the Borrower, and

interest and all such amounts shall become and be forthwith due and payable, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by the Borrower;

ARTICLE VI

CERTAIN DEFINITIONS

"Business Day". Unless otherwise provided in this Agreement, a business day is a day other than a Saturday or a Sunday on which the Bank is open for business in California. All payments and disbursements which would be due on a day which is not a Business Day will be due on the next Business Day. All payments received on a day which is not a business day will be applied to the credit on the next business day.

principles consistent with those applied in the preparation of the financial statements referred to in Section 3.01(f) as such principles may be modified from time to time.

(i) Indebtedness for borrowed money or for the deferred purchase price of property or services (other than trade debt to vendors and suppliers in the ordinary course of

business and not more than ninety (90) days overdue) in respect of which such corporation is liable, contingently or otherwise, as obligor, guarantor or otherwise, or in respect of which such corporation otherwise assures a creditor against loss;

(ii) obligations of such corporation under leases which shall have been or should be, in accordance with generally accepted accounting principles, included in determining liabilities as shown on the liability side of a balance sheet of such Person as of the date as of which Indebtedness is to be determined.

(iii) unfunded benefit liabilities under each employee benefit plan maintained for employees of such corporation and covered by Title IV or ERISA.

such Advance for delivery on the first day of such Advance by (y) a number equal to 1.00 minus the LIBOR-Rate Reserve Percentage.

The "LIBOR-Rate Reserve Percentage" for any date is the maximum effective percentage (expressed as a decimal fraction, rounded upward to the nearest 1/100 of 1%), as determined in good faith by the Bank (which determination shall be conclusive absent manifest error), which is in effect on such day as prescribed by the Board of Governors of the Federal Reserve System (or any successor) for determining the reserve requirements (including, with limitation, supplemental, marginal and emergency reserve requirements) with respect to Eurocurrency funding (currently referred to as "Eurocurrency liabilities") of a member bank in such System but only to the extent actually incurred by the Bank, the Bank's determination thereof to be presumed correct in the absence of obvious error. The LIBOR-Rate shall be adjusted automatically as of the effective date of each change in the LIBOR-Rate Reserve Percentage.

Advances bearing interest under the LIBOR-Rate Option shall be referred to as "LIBOR-Rate Advances".

event which creates a change or which with the giving of notice or lapse of time, or both, would create a change in the financial condition of the Borrower and its Subsidiaries in this amount.

(i) if the first day of such LIBOR-Rate Interest Period is the last day of a calendar month, a "month" is the interval between the last days of consecutive calendar months;

(ii) otherwise, a "month" is the interval between the days in consecutive calendar months numerically corresponding to the first day of such LIBOR-Rate Interest Period or, if there is no such numerically corresponding day in a particular calendar month, then the last day of such calendar month.

ARTICLE VII

MISCELLANEOUS

The Borrower will not deduct any taxes from any payments it makes to the Bank. If any government authority imposes any taxes or charges on any payments made by the Borrower, the Borrower will pay the taxes or charges. Upon request by the Bank, the Borrower will confirm that

it has paid the taxes by giving the Bank official tax receipts within 30 days after the due date. However, the Borrower will not pay the Bank's net income taxes.

(a) represent the sum of the understandings and agreements between the Bank and the Borrower concerning the Revolving Loan; and

(b) replace any prior oral or written agreements between the Bank and the Borrower concerning this Revolving Loan; and

(c) are intended by the Bank and the Borrower as the final, complete and exclusive statement of the terms agreed to by them.

In the event of any conflict between this Agreement and any other agreements required by this Agreement, including without limitation the inclusion of additional fees and additional defaults in the Application and Agreement for Stand-by Letters of Credit, this Agreement will prevail.

Borrower to the participant; provided that the Borrower may rely upon any waiver, consent, amendment or other written advice obtained from Bank pursuant to Section 7.02 hereof. Each buyer, assignee, transferee and participant shall be entitled to all of the rights of the Bank hereunder and may exercise any and all rights of set-off and banker's lien as fully as though the borrower were directly indebted to such buyer, assignee, transferee and participant in the amount of the consideration for such sale, assignment, transfer or participation, plus any accrued but unpaid interest or fees. In connection with any participation under this Section 7.09, Bank may disclose any and all information concerning the Borrower and its Subsidiaries in its possession to the participant and the Borrower hereby consents to such disclosure. Bank agrees to inform such participant that all such information is confidential.

Bank hereunder agrees promptly to notify the Borrower after each set-off and application made by the Bank, as the case may be, provided that the failure to give such notice shall not affect validity of such set-off and application. The rights of the Bank under this Section 7.11 are in addition to other rights and remedies (including, without limitation, other rights of set-off) which the Bank may have, and in the exercise of such rights, the Borrower agrees that Bank shall assume no liability to the Borrower, and Subsidiary or any other party for special, indirect or consequential damages which may arise as a result of a set- off.

(a) This paragraph concerns the resolution of any controversies or claims between the Borrower and the Bank, including but not limited to those that arise from:

(i) This Agreement (including any renewals, extensions or modifications of this Agreement;

(ii) Any document, agreement or procedure related to or delivered in connection with this Agreement;

(iii) Any violation of this Agreement; or

(iv) Any claims for damages resulting from any business conducted between the Borrower and the Bank, including claims from injury to persons, property or business interests (torts).

(b) At the request of the Borrower or the Bank, any such controversies or claims will be settled by arbitration in accordance with the United States Arbitration Act. The United States Arbitration Act will apply even though this Agreement provides that it is governed by California law.

(c) Arbitration proceedings will be administered by the American Arbitration Association and will be subject to its commercial rules of arbitration.

(d) For purposes of the application of the statute of limitations, the filing of an arbitration pursuant to this paragraph is the equivalent of the filing of a lawsuit, and any claim or controversy which may be arbitrated under this paragraph is subject to any applicable statute of limitations. The arbitrators will have the authority to decide whether any such claim or controversy is barred by the statute of limitations and, if so, to dismiss the arbitration on that basis.

(e) If there is a dispute as to whether an issue is arbitrable, the arbitrators will have the authority to resolve any such dispute.

(f) The decision that results from an arbitration proceeding may be submitted to any authorized court of law to be confirmed and enforced.

(g) The procedure described above will not apply if the controversy or claim, at the time of the proposed submission to arbitration, arises from or relates to an obligation to the Bank secured by real property located in California. In this case, both the Borrower and the Bank must consent to

submission of the claim or controversy to arbitration. If both parties do not consent to arbitration, the controversy or claim will be settled as follows:

(i) The Borrower and the Bank will designate a referee (or a panel of referees) selected under the auspices of Arbitration Association in the same manner as arbitrators are selected in Association-sponsored proceedings;

(ii) The designated referee (or the panel of referees) will be appointed by a court as provided in California Code of Civil Procedure Section 638 and the following related sections;

(iii) The referee (or the presiding referee of the panel) will be an active attorney or a retired judge; and

(iv) The award that results from the decision of the referee (or the panel) will be entered as a judgment in the court that appointed the referee, in accordance with the provisions of California Code of Civil Procedure Sections 644 and 645.

(h) This provision does not limit the right of the Borrower or the Bank to:

(i) exercise self-help remedies such as setoff;

(ii) foreclose against or sell any real or personal property collateral; or

(iii) act in a court of law, before, during or after the arbitration proceeding to obtain;

(A) an interim remedy; and/or

(B) additional or supplementary remedies.

(i) The pursuit of or a successful action for interim, additional or supplementary remedies, or the filing of a court action, do not constitute a waiver of the right of the Borrower or

the Bank, including the suing party, to submit the controversy or claim to arbitration if the other party contests the lawsuit. However, if the controversy or claim arises from or relates to an obligation to the Bank which is secured by real property located in California at the time of the proposed submission to arbitration, this right is limited according to the provision above requiring the consent of both the Borrower and the Bank to seek resolution through arbitration.

(j) If the Bank forecloses against any real property securing this Agreement, the Bank has the option to exercise the power of sale under the deed of trust or mortgage, or to proceed by judicial foreclosure.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of the date first above written.

KORN/FERRY INTERNATIONAL
A California Corporation

BY: /s/ Norman A. Glick
   -----------------------------
TITLE: V.P. FINANCE
      --------------------------

1ST BUSINESS BANK

BY: /s/ Robert Kummer, Jr.
   -----------------------------
TITLE: CHAIRMAN & CEO
      --------------------------

BY: /s/ Kim Defenderfer
   -----------------------------
TITLE: VICE PRESIDENT
       OR SENIOR VICE PRESIDENT
      --------------------------

$2,000,000 Los Angeles, California January 31, 1997

FOR VALUE RECEIVED, KORN-FERRY INTERNATIONAL, a California corporation (the "Borrower"), promises to pay to the order of MELLON BANK, a Pennsylvania banking corporation (the "Bank") the principal sum of TWO MILLION DOLLARS ($2,000,000) or, if less, the aggregate unpaid principal amount of all Loans made by the Bank to the undersigned pursuant to the Revolving Credit and Term Loan Agreement by and between the Borrower and the Bank dated as of January 31, 1997 as shown on the records of the Bank or on the schedule attached hereto (and any continuation thereof), payable on the Maturity Date, as defined in the Revolving Credit and Term Loan Agreement; plus interest as calculated below.

Interest shall be payable from the date hereof on the unpaid principal balance outstanding hereunder at any time quarterly, on the last Business Day of each fiscal quarter, commencing on April 30, 1998 and continuing until the Maturity Date:

(a) at either a fluctuating rate equal at all times to and including the date of maturity, one half percent (1/2%) lower than the rate which the Bank publicly announces from time to time at its Los Angeles Main Office (defined below) as its "Reference Rate"; or

(b) a fixed rate of interest equal to the London Interbank Offered Rate (LIBOR) of the same origination and maturity dates plus one and one half percent (1 1/2%). Fixed rate advances must be made with forty eight (48) hours advance notice and in minimum increments of five hundred thousand dollars ($500,000). Such advances will be subject to a prepayment penalty equal to the amount of interest which would have accrued had the advance been outstanding for the full maturity; or

(c) Borrower shall have a one time option at the Conversion Date, to fix the rate of interest for the remaining term of the Loan. Said fixed rate shall be equal to the U.S. Treasury Note Yield (as quoted in the Wall Street Journal), for U.S. Treasury Notes with a maturity equivalent to the Maturity date of the loan, plus 1.75%. Such advances will be subject to a prepayment penalty equal to the amount of interest which would have accrued had the advance been outstanding for the full maturity.

(d) after maturity, whether by acceleration or otherwise, both before as well as after judgment, the Reference Rate plus two percent (2%).

Any change in the interest rate resulting from a change in the Reference Rate shall be effective on and as of the date of such change.

Interest shall be computed on the basis of a year of 360 days for the actual number of days elapsed.

Principal shall be due hereunder in equal quarterly installments, with the first such installment due on the last Business Day of the first fiscal quarter following the Conversion Date, with subsequent installments due on the last Business Day of each fiscal quarter thereafter, and the last installment due on or before November 30, 2002, at which time all outstanding principal an accrued interest shall be due and payable.

Both principal and interest are payable in lawful money of the United States of America, without deduction or offset, to the Bank at 601 West Fifth Street, Los Angeles, California 90071 (Los Angeles Main Office), in immediately available funds.

The failure of the Bank to exercise its rights to make demand at any one time will not constitute a waiver of such right at any subsequent time. Acceptance by the Bank of any payment hereunder which is less than payment in full of all amounts due and payable at the time of such payment shall not constitute a waiver of the right to exercise such option at that time or any subsequent time or nullify any prior exercise of such option, except as and to the extent otherwise provided by law and any such payment may be applied to any indebtedness owed to the Bank in any order the Bank chooses.

If this Note is not paid when due, whether on demand or at the date set forth herein, the Borrower promises to pay all costs of collection including, but not limited to, reasonable attorneys' fees and all expenses incurred in connection with the protection of realization of any collateral securing the payment hereof, or enforcement of any guarantee or security therefore, incurred by the Bank or any holder hereof on account of such collection, whether or not suit is actually filed thereof.

The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and nonpayment of this Note.

This Note is one of the Notes referred to in, and is subject to and governed by, the Revolving Credit and Term Loan Agreement. Reference is made thereto for the definitions, terms, conditions and provisions governing this Note, including the conditions under which the amounts owing hereunder may be accelerating.

This Note may be prepaid only in accordance with the terms of the Revolving Credit and Term Loan Agreement.

This Note is made under and governed by the laws of the State of California.

KORN-FERRY INTERNATIONAL

By: /s/ Norman A. Glick
    ---------------------------

By: ___________________________

$3,000,000 Los Angeles, California January 31, 1997

FOR VALUE RECEIVED, KORN-FERRY INTERNATIONAL, a California corporation (the "Borrower"), promises to pay to the order of 1ST BUSINESS BANK, a California banking corporation (the "Bank") the principal sum of THREE MILLION DOLLARS ($3,000,000) or, if less, the aggregate unpaid principal amount of all Loans made by the Bank to the undersigned pursuant to the Revolving Credit and Term Loan Agreement by and between the Borrower and the Bank dated as of January 31, 1997 as shown on the records of the Bank or on the schedule attached hereto (and any continuation thereof), payable on the Maturity Date, as defined in the Revolving Credit and Term Loan Agreement; plus interest as calculated below.

Interest shall be payable from the date hereof on the unpaid principal balance outstanding hereunder at any time quarterly, on the last Business Day of each fiscal quarter, commencing on April 30, 1998 and continuing until the Maturity Date at either:

(a) a fluctuating rate equal at all times to and including the date of maturity, one half percent (1/2%) lower than the rate which the Bank publicly announces from time to time at its Los Angeles Main Office (defined below) as its "Reference Rate"; or

(b) a fixed rate of interest equal to the London Interbank Offered Rate (LIBOR) of the same origination and maturity dates plus one and one half percent (1 1/2%). Fixed rate advances must be made with forty eight (48) hours advance notice and in minimum increments of five hundred thousand dollars($500,000). Such advances will be subject to a prepayment penalty equal to the amount of interest which would have accrued had the advance been outstanding for the full maturity; or

(c) Borrower shall have a one time option at the Conversion Date, to fix the rate of interest for the remaining term of the Loan. Said fixed rate shall be equal to the U.S. Treasury Note Yield (as quoted in the Wall Street Journal), for U.S. Treasury Notes with a maturity equivalent to the Maturity date of the loan, plus 1.75%. Such advances will be subject to a prepayment penalty equal to the amount of interest which would have accrued had the advance been outstanding for the full maturity.

(d) after maturity, whether by acceleration or otherwise, both before as well as after judgment, the Reference Rate plus two percent(2%).

Any change in the interest rate resulting from a change in the Reference Rate shall be effective on and as of the date of such change.

Interest shall be computed on the basis of a year of 360 days for the actual number of days elapsed.

Principal shall be due hereunder in equal quarterly installments, with the first such installment due on the last Business Day of the first fiscal quarter following the Conversion Date, with subsequent installments due on the last Business Day of each fiscal quarter thereafter, and the last installment due on or before November 30, 2002, at which time all outstanding principal an accrued interest shall be due and payable.

Both principal and interest are payable in lawful money of the United States of America, without deduction or offset, to the Bank at 601 West Fifth Street, Los Angeles, California 90071 (Los Angeles Main Office), in immediately available funds.

The failure of the Bank to exercise its rights to make demand at any one time will not constitute a waiver of such right at any subsequent time. Acceptance by the Bank of any payment hereunder which is less than payment in full of all amounts due and payable at the time of such payment shall not constitute a waiver of the right to exercise such option at that time or any subsequent time or nullify any prior exercise of such option, except as and to the extent otherwise provided by law and any such payment may be applied to any indebtedness owed to the Bank in any order the Bank chooses.

If this Note is not paid when due, whether on demand or at the date set forth herein, the Borrower promises to pay all costs of collection including, but not limited to, reasonable attorneys' fees and all expenses incurred in connection with the protection of realization of any collateral securing the payment hereof, or enforcement of any guarantee or security therefore, incurred by the Bank or any holder hereof on account of such collection, whether or not suit is actually filed thereof.

The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and nonpayment of this Note.

This Note is one of the Notes referred to in, and is subject to and governed by, the Revolving Credit and Term Loan Agreement. Reference is made thereto for the definitions, terms, conditions and provisions governing this Note, including the conditions under which the amounts owing hereunder may be accelerating.

This Note may be prepaid only in accordance with the terms of the Revolving Credit and Term Loan Agreement.

This Note is made under and governed by the laws of the State of California.

KORN-FERRY INTERNATIONAL

By:/s/ Norman A. Glick
   ---------------------------

By:___________________________

Parent Company
Korn/Ferry International, (California Corporation)

SUBSIDIARIES                                           PERCENT-OWNED*

ARGENTINA
Korn/Ferry International S.A                                100%

AUSTRALIA
Korn/Ferry International Pty. Limited*                      100%

AUSTRIA (Branch of London)
Korn/Ferry Carre Orban International, Ltd.
Niederlassung Osterreich                                    100%

BRAZIL
Korn/Ferry International S/C Ltda.                          100%

CANADA
Korn/Ferry International Limited                     100% (INACTIVE)

CHILE
Korn/Ferry International S.A.                               100%

CHINA
Korn/Ferry International (China) Limited                    100%

CZECH REPUBLIC
Korn/Ferry Carre/Orban International spol.s.r.o.            100%

DENMARK
Korn/Ferry International A/S***                      100% (INACTIVE)

FRANCE
Korn/Ferry International & Cie, S.N.C.**                    100%
Korn/Ferry International, S.N.C.** Brussels (Branch)
Korn/Ferry International, S.N.C.** Amsterdam (Branch)

K/FI
REVISED January 31, 1997

Korn/Ferry International, GmbH,                             100%

GREECE
Korn/Ferry International S.A.                               100%

HONG KONG
Korn/Ferry International (H.K.) Limited                     100%

HUNGARY
Korn/Ferry International Budapest
 Individual Consulting & Services Ltd.
 (Short Form Name: K/F Ltd.)                                100%

ITALY
Korn/Ferry Carre/Orban International S.R.L.                 100%

JAPAN
Nihon Korn/Ferry International                              100%

NETHERLANDS
K/FI Holdings BV (Netherlands)                         100% (INACTIVE)
Korn/Ferry Carre/Orban International B.V.                   100%

NEW ZEALAND
Korn/Ferry International (New Zealand) Ltd.                 100%

NORWAY
Korn/Ferry Carre/Orban International A/S                    100%

POLAND
Korn/Ferry Carre/Orban International Sp.zo.o                100%

PUERTO RICO
Korn/Ferry Caribbean, Inc.***                               100%

ROMANIA
Korn/Ferry International srl.                               100%

K/FI
REVISED January 31, 1997

Korn/Ferry International Pte. Ltd.                           100%

SLOVAKIA
New Europe Consulting Group, spol. s.r.o.                    100%

SPAIN
Korn/Ferry Espana, S.A.                                      100%

SWEDEN
Korn/Ferry Carre'/Orban International, A.B.                  100%

SWITZERLAND
Korn/Ferry (Switzerland) S.A. (Zurich)                       100%
Korn/Ferry International S.A. (Geneva)                       100%
John Stork International (Geneva)                        100% (INACTIVE)
K/F Associates AG                                            100%

UNITED KINGDOM
Korn/Ferry International, Limited                            100%
John Stork International Group Limited                       100%
John Stork International Limited                             100%
Pintab Associates Limited                                    100%

UNITED STATES
Korn/Ferry International                                     100%
Strategic Compensation Group, Inc.                           100%
Avery & Associates, Inc.                                 100% (INACTIVE)
Continental American Management Co.                      100% (INACTIVE)
John Stork International Group Limited                   100% (INACTIVE)
Korn/Ferry Carre'/Orban Worldwide, Inc                       100%
Korn/Ferry S.A.                                          100% (INACTIVE)

K/FI
REVISED January 31, 1997

VENEZUELA
Korn/Ferry International Consultores
Asociados, C.A. 100% Korn/Ferry International Consultores
Asociados, C.A. Bogota (Branch)

* Includes Directors' qualifying shares ** In process of being converted to a full subsidiary of Korn/Ferry International *** In the process of liquidation.

                                                                                    Notes
Description                                                                        Payable
----------------------------------------------------------------------------    ----------------
Section 4.02 (a)(i)
-------------------

Bank Lines of Credit - United States
  First Business Bank/Bank of America                                                 $500,000

Loans against Cash Surrender Value of Life Insurance -
  Loans against cash surrender values of life insurance policies are not
  considered indebtedness of the Company for purposes of this loan
  agreement. These amounts are considered to be a reduction of the related
  assets as recorded in the financial statements of the Company.                       -
                                                                                ----------------
                                                                                      $500,000
                                                                                ================
Section 4.02 (a)(vi)
--------------------

Indebtedness incurred incident to repurchase of the Company's capital stock
and to payment of benefits to former employees. Loans are payable in
installments over a five year period and are subordinated to bank debt.

  Nancy Albert                                                                         $38,000
  1972 Childrens Trust - Richard Ferry                                                $470,000
  California Community Foundation                                                     $151,000
  California Community Foundation & Richard Ferry Trustee                             $990,000
  Ken Clark                                                                           $228,000
  Mel Connet                                                                           $56,000
  Deborah Cornwall                                                                    $313,000
  Joe Defregger                                                                        $88,000
  Heinrich Eichenberger                                                               $163,000
  Richard Ferry                                                                     $1,096,000
  Peter Gasperini                                                                      $18,000
  Wilmot Gravenslund                                                                  $145,000
  Richard Hardison                                                                    $192,000
  John Harlow                                                                          $76,000
  James Herget                                                                         $26,000
  Bill Inglis                                                                          $28,000
  Harold Johnson                                                                       $10,000
  Peter Kelly                                                                          $64,000
  Arnold Kuypers                                                                       $26,000
  Irene Latino                                                                         $26,000
  Robert Lepage                                                                       $132,000
  Bernhard Mahlo                                                                       $66,000
  Joseph McMahon                                                                       $19,000
  Martin Nass                                                                           $6,000
  Howard Nitschke                                                                      $63,000
  Win Priem                                                                            $19,000
  Paul Putney                                                                          $48,000
  Robert Rollo                                                                         $88,000
  Buzz Schulte                                                                          $5,000
  Gary Silverman                                                                       $41,000
  John Sullivan                                                                        $26,000
  William Tholke                                                                       $78,000
  Jean-Marie Van Den Borre                                                            $101,000
  Laurence Vienot                                                                     $178,000
  Daniel Wilbrez                                                                       $27,000
  Matthew Wright                                                                        $3,000
                                                                                ----------------
                                                                                    $5,104,000
                                                                                ================

           1800 CENTURY PARK EAST, SUITE 900           Headquarters
           LOS ANGELES, CA 90067                       601 West Fifth St.
           AND MICHAEL D. BOXBERGER                    Los Angeles, Ca 90071
===============================================================================

Principal Amount: $1,000,000.00  Initial Rate: 8.000%  Date of Note: January
                                                                     28, 1998

PROMISE TO PAY. KORN/FERRY INTERNATIONAL and MICHAEL D. BOXBERGER (referred to in this Note individually and collectively as "Borrower") jointly and severally promise to pay to 1st Business Bank ("Lender"), or order, in lawful money of the United States of America, the principal amount of One Million and 00/100 Dollars ($1,000,000.00), with interest on the unpaid principal balance from January 28, 1998, until paid in full.

PAYMENT. Borrower will pay this loan in one principal payment of $1,000,000.00 plus interest on January 15, 1999. This payment due January 15, 1999, will be for all principal and accrued interest not yet paid. In addition, Borrower will pay, monthly, interest, beginning February 15, 1998, with all subsequent interest payments to be due on the same day of each month after that. The annual interest rate for this Note is computed on a 365/360 basis; that is, by applying the ratio of the annual interest rate over a year of 360 days, multiplied by the outstanding principal balance, multiplied by the actual number of days the principal balance is outstanding. Borrower will pay Lender at Lender's address shown above or at such other place as Lender may designate in writing. Unless otherwise agreed or required by applicable law, payments will be applied first to any unpaid collection costs and any late charges, then to any unpaid interest, and any remaining amount to principal.

VARIABLE INTEREST RATE. The interest rate on this Note is subject to change from time to time based on changes in an index which is the 1st Business Bank Reference Rate (the "Reference Rate"). Any change in the interest rate resulting from a change in the Reference Rate shall be effective on and as of the date of such change. Lender will tell Borrower the current Reference Rate upon Borrower's request. Borrower understands that Lender may make loans based on other rates as well. The Reference Rate currently is 8.500% per annum. The interest rate to be applied to the unpaid principal balance of this Note will be at a rate of 0.500 percentage points under the Reference Rate, resulting in an initial rate of 8.000% per annum. NOTICE: Under no circumstances will the interest rate on this Note be more than the maximum rate allowed by applicable law. (*) INITIAL: MDB NAG

DEFAULT. Borrower will be in default if any of the following happens: (a) Borrower fails to make any payment when due. (b) Borrower breaks any promise Borrower has made to Lender, or Borrower fails to comply with or to perform when due any other term, obligation, covenant, or condition contained in this Note or any agreement related to this Note, or in any other agreement or loan Borrower has with Lender. (c) Any representation or statement made or furnished to Lender by Borrower or on Borrower's behalf is false or misleading in any material respect either now or at the time made or furnished. (d) Borrower becomes insolvent, a receiver is appointed for any part of Borrower's property, Borrower makes an assignment for the benefit of creditors, or any proceeding is commenced either by Borrower or against Borrower under any bankruptcy or insolvency laws. (e) Any creditor tries to take any of Borrower's property on or in which Lender has a lien or security interest. This includes a garnishment of any of Borrower's accounts with Lender. (f) Any guarantor dies or any of the other events described in this default section occurs with respect to any guarantor of this Note. (g) Lender in good faith deems itself insecure.

ADDITIONAL DEFAULT PROVISION. BORROWER WILL ALSO BE IN DEFAULT IF ANY OF THE FOLLOWING HAPPENS: BORROWER'S FAILURE TO SUBMIT FINANCIAL STATEMENTS, TAX RETURNS AND SUCH OTHER FINANCIAL INFORMATION TO THE HOLDER HEREOF WHEN REQUESTED; THE OCCURENCE OF AN EVENT WHICH CAUSES A MATERIAL ADVERSE CHANGE IN BORROWER'S FINANCIAL CONDITION; THE GOOD FAITH BELIEF BY LENDER THAT THERE EXISTS, OR THE ACTUAL EXISTENCE OF, ANY DETERIORATION OF BORROWER'S ABILITY TO MEET BORROWER'S OBLIGATIONS TO LENDER OR TO BORROWER'S OTHER CREDITORS OR IN THE VALUE OF ANY COLLATERAL SECURING THE OBLIGATIONS OF THE UNDERSIGNED HEREUNDER; BORROWER CEASES TO EXIST OR ANY GENERAL PARTNER IN BORROWER CEASES TO EXIST OR IS NO LONGER A GENERAL PARTNER IN BORROWER.

LENDER'S RIGHTS. Upon default, Lender may declare the entire unpaid principal balance on this Note and all accrued unpaid interest immediately due, without notice, and then Borrower will pay that amount. Upon Borrower's failure to pay all amounts declared due pursuant to this section, including failure to pay upon final maturity, Lender, at its option, may also, if permitted under applicable law, increase the variable interest rate on this Note 5.000 percentage points. Lender may hire or pay someone else to help collect this Note if Borrower does not pay. Borrower also will pay Lender all costs and expenses of collection. This includes, subject to any limits under applicable law, Lender's attorneys' fees and Lender's legal expenses whether or not there is a lawsuit, including attorneys' fees and legal expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), appeals, and any anticipated post-judgment collection services. Borrower also will pay any court costs, in addition to all other sums provided by law. This Note has been delivered to Lender and accepted by Lender in the State of California. If there is a lawsuit, Borrower agrees upon Lender's request to submit to the jurisdiction of the courts of Los Angeles County, the State of California. Lender and Borrower hereby waive the right to any jury trial in any action, proceeding, or counterclaim brought by either Lender or Borrower against the other. This Note shall be governed by and construed in accordance with the laws of the State of California.

GENERAL PROVISIONS. Lender may delay or forgo enforcing any of its rights or remedies under this Note without losing them. Each Borrower understands and agrees that, with or without notice to Borrower, Lender may with respect to any other Borrower (a) make one or more additional secured or unsecured loans or otherwise extend additional credit; (b) alter, compromise, renew, extend, accelerate, or otherwise change one or more times the time for payment or other terms any indebtedness, including increases and decreases of the rate of interest on the indebtedness; (c) exchange, enforce, waive, subordinate, fail or decide not to perfect, and release any security, with or without the substitution of new collateral; (d) apply such security and direct the order or manner of sale thereof, including without limitation, any nonjudicial sale permitted by the terms of the controlling security agreements, as Lender in its discretion may determine; (e) release, substitute, agree not to sue, or deal with any one or more of Borrower's sureties, endorsers, or other guarantors on any terms or in any manner Lender may choose; and (f) determine how, when and what application of payments and credits shall be made on any other indebtedness owing by such other borrower. Borrower and any other person who signs, guarantees or endorses this Note, to the extent allowed by law, waive any applicable statute of limitations, presentment, demand for payment protest and notice of dishonor. Upon any change in the terms of this Note, and unless otherwise expressly stated in writing, no party who signs the Note, whether as maker, guarantor, accommodation maker or endorser, shall be released from liability. All such parties agree that Lender may renew or extend (repeatedly and for any length of time) the loan, or release any party or guarantor or collateral; or impair, fail to realize upon or perfect Lender's security interest in the collateral; and take any other action deemed necessary by Lender without the consent of or notice to anyone. All such parties also agree that Lender may modify this loan without the consent of or notice to anyone other than the party with whom the modification is made. The obligations under this Note are joint and several.

                            PROMISSORY NOTE                              PAGE 2
Loan No                       (Continued)
================================================================================

PRIOR TO SIGNING THIS NOTE, EACH BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS NOTE, INCLUDING THE VARIABLE INTEREST RATE PROVISIONS AND THE ATTACHED NOTICE TO COSIGNER. EACH BORROWER AGREES TO THE TERMS OF THE NOTE AND ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THE NOTE.

BORROWER:

KORN/FERRY INTERNATIONAL

By:/s/Norman A. Glick
   --------------------------------
   NORMAN A. GLICK, TREASURER


X /s/ M. D. Boxberger
  ---------------------------------
  MICHAEL D. BOXBERGER, Co-Borrower

ADDENDUM TO PROMISSORY NOTE

This Addendum to Promissory Note (this "Addendum") is made this 28th day of January, 1998, and is attached to and incorporated into, and shall be deemed to be a part of, that certain Promissory Note (the "Note") of even date herewith, executed by MICHAEL D. BOXBERGER AND KORN/FERRY INTERNATIONAL ("Borrower") to and in favor of 1st Business Bank, a California banking corporation ("Bank"), to wit:

Except as otherwise herein expressly defined, all terms herein beginning with a capital letter shall have the meanings ascribed to them in the Note. The Note is hereby modified in the following respects only:

As used in this Addendum, the following definitions shall apply:

1.1 "LIBOR" means the London Interbank Offered Rate for U.S. Dollar deposits in the London bank deposit market for one (1), three (3) or six (6) month contracts based on current quotations at major banks, as determined and reported from time to time by The Wall Street Journal, Western Edition, Money Rates column. For purposes of this Addendum, all such rates shall be deemed to be effective on the date so published, without regard to the effective date of reported quotations.

1.2 "LIBOR Rate" means the per annum rate of interest in effect from time to time, applicable to a particular advance under the Note upon Borrower's election to be charged interest thereon based on LIBOR. The LIBOR rate for a particular advance shall be one and one-half percentage points (1.50%) above LIBOR applicable to the corresponding Rate period selected by Borrower. The LIBOR Rate for a particular advance shall be fixed at the beginning of the corresponding Rate Period selected by Borrower and shall continue to accrue and be payable at the same rate until said Rate Period expires.

1.3 "Rate Period" means a period of time during which interest shall accrue at a LIBOR Rate. Borrower may select Rate Periods of one, three or six months, but not extending beyond the maturity date provided in the Note.

The LIBOR Rate accruing under the Note during the initial Rate Period shall be LIBOR plus 1.50%. Commencing on the first day of each Rate Period following the initial Rate Period, interest accruing on the Note shall be adjusted to be the LIBOR Rate in effect during such Rate Period as herein provided, subject to further adjustment upon the occurrence of a default as provided in the Note. From time to time, and provided Borrower is not in default under the Note, Borrower may, if expressly permitted by the provisions of the Note, request additional advances, provided the aggregate amount of the initial advance and all additional advances shall not exceed the total principal amount of the Note as therein stated, and to elect to be charged interest on any or all such advances at the LIBOR Rate applicable to the corresponding Rate Period then selected by Borrower with respect to each such advance.

Borrower's election to be charged interest at the LIBOR Rate with respect to a particular advance, or to renew one or more LIBOR Rates with respect to outstanding unpaid advances under the Note at the same or different Rate Periods as may be permitted by this Addendum, shall be made, if at all, by Borrower's requesting a LIBOR Rate or Rate Periods, as follows: Each such request may be made by Borrower in writing or by telephone call to an officer of Bank assigned to the office of Bank at which payments are required to be made under this Note. In response to Borrower's request, Bank may provide an indicative rate quote of LIBOR for a Rate Period selected by Borrower; provided, however, that Borrower may not select a Rate Period which extends beyond the maturity date set forth in the Note. Borrower's election shall be irrevocable, whether it is made in writing or otherwise. If Bank so chooses, Bank may confirm any election by Borrower with respect to each LIBOR Rate and the corresponding Rate Period in the form of a written notice thereof, and Borrower shall have a period of three business days from the date Borrower receives Bank's written confirmation within which to notify Bank of any error by Bank in its notice confirming the LIBOR Rate election and corresponding Rate Period. If Bank fails to send any such written confirmation, or if Borrower fails to deliver written notice to Bank of any such error by Bank within said time period, then any such failure shall not effect the LIBOR Rate or corresponding Rate Period established by Bank pursuant to Borrower's election.

If Borrower fails to elect a LIBOR Rate at any time Borrower requests an advance under the Note, or fails to select a new or renewal Rate Period prior to the expiration of a Rate Period applicable to a particular advance, or if Borrower fails to designate a Rate Period applicable to any LIBOR Rate election, the rate of interest applicable to the loan advance as to which such failure occurs shall automatically revert to a per annum variable rate of interest equal to the Reference Rate (as defined in the Note) in effect from time to time. With respect to any advance then accruing interest at a LIBOR Rate, the Reference Rate will begin to accrue as of the expiration of any Rate Period then or therefore expiring, and continuing until Borrower makes a valid election for a new LIBOR Rate and Rate Period, at which time the interest rate due under the Note with respect to such advance shall be based on the LIBOR Rate in effect at the time of Borrower's election as hereinabove provided for the corresponding Rate Period.

Except as herein otherwise expressly provided, the Note has not been otherwise modified and remains in full force and effect.

("Borrower")

KORN/FERRY INTERNATIONAL

By: /s/ Norman A Glick
   -------------------------------
   NORMAN A. GLICK, TREASURER

X /s/ M. D. Boxberger
 ----------------------------------
 MICHAEL D. BOXBERGER,  CO-BORROWER

Exhibit 10.26

KORN/FERRY INTERNATIONAL

AMENDED AND RESTATED

STOCK RIGHT PLAN

(as originally adopted June 12, 1991, effective as of May 1, 1991,

and amended and restated December 21, 1992)

                                                                            Page
                                                                            ----
ARTICLE I..................................................................    1

    TITLE AND PURPOSE......................................................    1


ARTICLE II.................................................................    1

    DEFINITIONS............................................................    1


ARTICLE III................................................................    5

    PARTICIPATION..........................................................    5


ARTICLE IV.................................................................    5

    GRANT OF RIGHTS........................................................    5


ARTICLE V..................................................................    6

    ADJUSTMENTS............................................................    6


ARTICLE VI.................................................................    6

                                                                            Page
                                                                            ----
VALUATION..................................................................    6

     6.1  Determination of Value...........................................    7
     6.2  Book Value.......................................................    7


ARTICLE VII................................................................    7

     VESTING...............................................................    7


ARTICLE VIII...............................................................    8

     PAYMENT...............................................................    8

     8.1  Vesting During Employment........................................    8
     8.2  Company's Right to Withhold......................................    8
     8.3  Forfeitures......................................................    8

ARTICLE IX.................................................................    8

     ADMINISTRATION........................................................    8

     9.1  The Committee....................................................    8
     9.2  Committee Action.................................................    8
     9.3  Rights and Duties................................................    9
     9.4  Indemnity and Liability..........................................   11

ARTICLE X..................................................................   12

                                                                           Page
                                                                           ----
     PLAN CHANGES AND TERMINATION.........................................   12

     10.1  Plan Changes...................................................   12
           ------------

     10.2  Plan Termination...............................................   12
           ----------------


ARTICLE XI................................................................   13

     MISCELLANEOUS........................................................   13

     11.1  Receipt or Release.............................................   13
           ------------------

     11.2  Limitation on Participants' Rights.............................   13
           ----------------------------------

     11.3  Beneficiaries..................................................   14
           -------------

     11.4  Benefits Not Assignable; Obligations Binding Upon Successors...   14
           ------------------------------------------------------------

     11.5  California Law Governs; Severability...........................   15
           ------------------------------------

     11.6  Gender.........................................................   15
           ------

     11.7  Headings Not Part of Plan......................................   15
           -------------------------

(as originally adopted June 12, 1991, effective as of May 1, 1991, and amended and restated December 21, 1992)

This Plan shall be known as the "Korn/Ferry International Amended and Restated Stock Right Plan." The purpose of this Plan is to provide a long-term performance incentive to employees of Korn/Ferry International and a means of attracting and retaining employees of outstanding abilities.

Whenever the following terms are used in this Plan they shall have the meaning specified below unless the context clearly indicates to the contrary:

accordance with Article IX.

be the last reported sales price on the last business day prior to the relevant date on the principal stock exchange on which the Common Stock is then listed or admitted to trading, as reported by any publication selected by the Committee which regularly reports the market price of the Common Stock on such exchange, or, if no sale takes place on such day on such principal stock exchange, then the closing bid price of the Common Stock on such exchange on such day.

Eligibility for participation in the Plan shall be limited to employees of the Company (including officers and directors). Participants in the Plan shall be selected by the Committee from such eligible employees.

The Committee may from time to time grant Stock Rights to a Participant. Any grant of Rights under the Plan shall be evidenced by a Grant Notice to the Participant signed on behalf of the Committee by any member thereof, which notice shall indicate the number of Rights granted, the Grant Date of such Rights and, if the Committee so desires, the date of vesting of such Rights. A Participant may receive more than one grant of Rights. The Rights granted under this Plan shall not be treated as property or as a trust fund of any kind. All amounts at any time attributable to the Rights shall be and remain the sole property of the Company prior to vesting, and each Participant's rights in the vested Stock Rights shall be limited to the right to receive the Cash Value of the number of shares of Common Stock represented

by such vested Rights as herein provided. No Participant shall be entitled to any voting rights with respect to Rights granted under this Plan. The maximum number of Rights that may be granted pursuant to this Plan shall be 150,000 or such greater amount as may be approved by the Board of Directors from time to time.

In the event of any stock dividends, stock splits, recapitalizations, mergers, consolidations, combinations or exchanges of shares, sale of all or substantially all of the assets of the Company, split-ups, split-offs, spin-offs, liquidations or similar changes in capitalization or any distribution to holders of the Company's Common Stock other than cash dividends and distributions, the Committee shall make appropriate adjustments in the number and/or value of Rights theretofore granted to Participants so as to maintain the proportionate numbers and values of Rights. Such adjustments shall be conclusive and binding for all purposes of the Plan.

including Stock Rights) issued and outstanding, in each case determined as of the immediately preceding Valuation Date. However, following a Change of Control the Market Value (as of the later of (i) the date on which such Change of Control occurred, or (ii) the Valuation Date immediately preceding the applicable Payment Date), instead of the book value, of a share of Common Stock shall be used in determining the Cash Value of a Right.

Each Stock Right shall vest on the earlier of (i) the date set forth by the Committee in the Grant Notice relating to such Right or (ii) the occurrence of a Change in Control (the "Vesting Period"). Each vested Stock Right shall entitle the Participant holding such Right to receive on the Payment Date the Cash Value of one share of Common Stock determined in accordance with Article VI and as adjusted, if necessary, pursuant to Article V.

delivering a written resignation to the Board of Directors. Members of the Committee shall not receive any additional compensation for administration of the Plan.

(a) To construe, interpret and administer this Plan;

(b) To select Participants from the eligible employees;

(c) To select the Participants to be granted Rights under this Plan;

(d) To determine the number of Rights included in each grant;

(e) To determine the time or times when Rights will be granted;

(f) To make all other determinations required by this Plan;

(g) To compute and certify the amount of benefits payable to Participants;

(h) To authorize all payments pursuant to this Plan;

(i) To maintain all the necessary records for the administration of this Plan; and

(j) To make and publish rules for the administration, interpretation and regulation of this Plan.

The determination of the Committee in good faith as to any disputed question or controversy and the Committee's calculation of benefits payable to Participants shall be conclusive. In performing its duties, the Committee shall be entitled to rely on information, opinions, reports or statements prepared or presented by: (i) officers or employees of the Company whom the Committee believes to be reliable and competent as to such matters; and (ii) counsel (who may be employees of the Company), independent accountants and other persons as to matters which the Committee believes to be within such persons' professional or expert competence. The Committee shall be fully protected with respect to any action taken or omitted by it in good faith pursuant to the advice of such persons.

No member of the Committee shall be liable for any act or omission of any other member of the Committee nor for any act or omission on his own part, excepting only his own willful misconduct or gross negligence. To the extent permitted by law, the Company shall indemnify and hold harmless each member of the Committee against any and all expenses and liabilities arising out of his membership on the Committee, excepting only expenses and

liabilities arising out of his own willful misconduct or gross negligence, as determined by the Board of Directors:

Plan shall only be effective as to Rights not yet granted and shall have no effect on either granted but unvested rights or vested rights.

on the part of the Company as to such amounts and shall not be construed as creating a trust. This Plan, in and of itself, has no assets.

other than by operation of law or pursuant to Section 11.3, shall not be permitted or recognized. The obligations of the Company under this Plan shall be binding upon successors of the Company.

I, Peter L. Dunn, Secretary of KORN/FERRY INTERNATIONAL, do hereby certify that the foregoing is a true and correct copy of the KORN/FERRY INTERNATIONAL AMENDED AND RESTATED STOCK RIGHT PLAN, as originally adopted June 12, 1991, effective as of May 1, 1991, and amended and restated December 21, 1992.

KORN/FERRY INTERNATIONAL

By  /s/ Peter L. Dunn
  ----------------------------

EXHIBIT 10.27

(domestic version,
which is the same
in all material
respects as the
international
version)

THIS STOCK SUBSCRIPTION AGREEMENT (the "Agreement") is entered into as of _____________________ by and between Korn/Ferry International, a California corporation (the "Company") and __________________________________________,

an officer of the Company ("Executive").

R E C I T A L S

A. The Company is a corporation duly organized and existing under the laws of the State of California.

B. In 1991, the Company adopted the Executive Participation Program, which, as amended prior to the date hereof, provides for the sale to certain officers of the Company of shares of Company Common Stock ("Shares") on the terms and subject to the conditions set forth in this Agreement and the schedules and exhibits hereto.

C. Executive desires to purchase Shares under the Executive Participation Program on the terms and subject to the conditions set forth in this Agreement and the schedules and exhibits hereto.

NOW, THEREFORE, in consideration of the foregoing and in consideration of the mutual promises set forth below, the parties hereto agree as follows:

"Adjustment Shares" means a number of Shares equal to the Total Purchase Price divided by the Adjustment Value.

"Basic Equity Account" means the dollar amount set forth as Item 1 of Schedule 1 hereto.

"Book Value" means the book value of a Share, as determined in accordance with generally accepted accounting principles applied in accordance with the usual accounting practices of the Company.

"Book Value of Current Holdings" means the dollar amount set forth as Item 3 of Schedule 1 hereto, which equals the Book Value of the Current Holdings as of the end of the Fiscal Year immediately preceding the date hereof, assuming for this purpose that the Phantom Units were Shares.

"Cash Value of Current Holdings" means the Book Value of Current Holdings minus any amounts owing by the Executive to the Company as of the date hereof pursuant to the Korn/Ferry International Phantom Stock Plan, effective May 1, 1988.

"Current Holdings" means the shares of Common Stock of the Company held by Executive as of the date hereof or which Executive is entitled to receive pursuant to any agreement between Executive and the Company (other than this Agreement) in effect as of the date hereof, together with any Phantom Units held by Executive as of the date hereof.

"Deferred First Installment Shares" means the number of Shares equal to twenty-five percent (25%) of the First Installment divided by the Value as of the end of the Fiscal Year immediately following the date hereof.

"Deferred Second Installment Shares" means the number of Shares equal to twenty-five percent (25%) of the Second Installment divided by the Value as of the end of the Fiscal Year immediately following the date hereof.

"Deferred Shares" means the Deferred First Installment Shares and the Deferred Second Installment Shares.

"Fiscal Year" means the fiscal year of the Company, which begins each May 1 and ends each April 30.

"First Installment" means the dollar amount set forth as Item 6 of Schedule 1 hereto, which equals twenty percent (20%) of the Basic Equity Account minus the Cash Value of Current Holdings, but in no event less than zero.

"First Installment Shares" means the Initial First Installment Shares and the Deferred First Installment Shares.

"Initial First Installment Shares" means the number of Shares equal to seventy-five percent (75%) of the First Installment divided by the Value as of the end of the Fiscal Year immediately preceding the date hereof.

"Initial Second Installment Shares" means the number of Shares equal to seventy-five percent (75%) of the Second Installment divided by the Value as of the end of the Fiscal Year immediately preceding the date hereof.

"Initial Shares" means the Initial First Installment Shares and the Initial Second Installment Shares.

"Phantom Units" means phantom shares issued pursuant to the Korn/Ferry International Phantom Stock Plan, effective May 1, 1988.

"Second Installment" means the dollar amount set forth as Item 7 of Schedule 1 hereto, which equals eighty (80%) of the Basic Equity Account minus the remainder of the Cash Value of Current Holdings, if any, after calculation of the First Installment.

"Second Installment Shares" means the Initial Second Installment Shares and the Deferred Second Installment Shares.

"Shares" has the meaning set forth in Recital B.

"Total Purchase Price" means the dollar amount set forth as Item 5 of Schedule 1 hereto, which equals the Basic Equity Account minus the Cash Value of Current Holdings.

"U.S. Person" has the meaning set forth in Regulation S of the Securities Act of 1933, as amended. Without limitation and as further qualified in Regulation S, a "U.S. Person" is as set forth on Schedule 2 hereto and incorporated herein by this reference.

"Value" means, for purposes of determining the price at which a Share will be sold or purchased pursuant to this Agreement, (a) the Book Value of such Share as of the end of the Fiscal Year immediately preceding (or immediately following, as set forth herein) such sale or purchase, or (b) such other value or formula for determining value as may be specified from time to time after the date hereof in a resolution adopted by such percentage of the shareholders of the Company as are then required pursuant to the Company's Articles of Incorporation as the value or formula for determining value to be used in connection with any sales and purchases of Shares by the Company, including, without limitation, sales and purchases pursuant to the Executive Participation Program.

discretion, in whole or in part, and shall be irrevocable upon acceptance by the Company.

(a) Seventy-five percent (75%) of the First Installment shall be paid on or prior to the date hereof pursuant to paragraphs (i) or (ii) below;

(i) in cash; or

(ii) By delivery of a promissory note in the form of Exhibit B attached hereto (the "First Installment Note"). The First Installment Note shall bear interest at a rate per annum equal to the reference rate plus .75% (i.e., 75 basis points) of Bank of America, as in effect from time to time, commencing on the date hereof. Principal and interest payments on the First Installment Note shall be payable as follows:

(A) One-third of the principal, plus all accrued and unpaid interest on the principal through the date payment is made, on the last business day of the first full month immediately following the date hereof (i.e., if the date hereof is not the first day of a month, then such payment will be due on the last business day of the following month);

(B) One-third of the principal, plus all accrued and unpaid interest on the principal through the date payment is made, on the last business day of the sixth full month following the date hereof; and

(C) One-third of the principal, plus all accrued and unpaid interest on the principal through the date payment is made, on the last business day of the twelfth full month following the date hereof.

(b) Twenty-five percent (25%) of the First Installment shall be paid within thirty (30) days after the completion of the Company's audited financial statements as of the end of the Fiscal Year following the date hereof, as follows:

(i) in cash including accrued interest at a rate per annum equal to the reference rate plus .75% (i.e., 75 basis points) of Bank of America, as in effect from time to time, commencing on the date hereof; or

(ii) By amendment to the First Installment Note in the form of Exhibit H attached hereto increasing the principal thereof by such amount payable, plus all accrued and unpaid interest on such additional principal amount through the date payment is made, on the last business day of the eighteenth full month following the date hereof.

(a) Seventy-five percent (75%) of the Second Installment shall be paid on or prior to the date hereof pursuant to paragraphs (i), (ii) or (iii) below;

(i) In cash;

(ii) By delivery of a promissory note in the form of Exhibit C attached hereto (the "Second Installment Note - Option 1"). The Second Installment Note - Option 1 shall bear interest at a rate per annum equal to the reference rate plus .75% (i.e., 75 basis points) of Bank of America, as in effect from time to time, commencing on the date hereof. Principal and interest payments on the Second Installment Note - Option 1 shall commence on the 15th of the first full month following the date hereof and be payable semi-monthly and on the date any bonus payment is made by the Company to Executive, and will be computed based on levels of gross compensation for each Fiscal Year as set forth in the Second Installment Note - Option 1, as follows:

(A) Six percent (6%) of the first $100,000 of compensation;

(B) Ten percent (10%) of the next $50,000 of compensation;

(C) Fifteen percent (15%) of the next $100,000 of compensation; and

(D) Twenty-five percent (25%) of compensation in excess of $250,000.

Payments will be applied first to accrued and unpaid interest and second to reduce the principal outstanding; or