EMPLOYMENT AGREEMENT WITH ROBERT H. MCNABB

EXHIBIT 10.31


EMPLOYMENT AGREEMENT

This EMPLOYMENT AGREEMENT (this "Agreement") is made and entered into on
the 7 day of December 2001, by and between KORN/FERRY INTERNATIONAL FUTURESTEP,
INC., a Delaware corporation ("Company"), and ROBERT H. McNABB ("Executive").

A. The primary business purpose of the Company is to operate and maintain a
business providing recruitment, assessment, job placement and ancillary services
to candidates and client companies, primarily on-line through the medium of the
Internet ("Business"). The Company is a subsidiary of Korn/Ferry International,
a Delaware corporation ("K/F"), which owns over 97% of the issued and
outstanding voting common stock of the Company.

B. Executive and the Company are entering into a certain letter agreement
dated of even date herewith ("Offer Letter"). The terms and conditions of this
Agreement, together with the terms and conditions of the Offer Letter, shall set
forth the terms and conditions of Executive's employment with the Company.

C. Unless otherwise defined herein, all capitalized terms used in this
Agreement, shall have the meanings set forth in Section 15 of this Agreement.

NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:

1. Employment. The Company agrees to employ Executive and Executive agrees
to be employed by the Company upon the terms and conditions set forth in this
Agreement.

2. Term. The initial term ("Initial Term") of the Executive's employment
under this Agreement shall commence on December 3, 2001 ("Commencement Date")
and shall expire at midnight on December 2, 2003 (unless sooner terminated as
provided in this Agreement). Thereafter, Executive's employment hereunder shall
automatically continue year to year for successive terms of one year each ending
on the next December 2nd (each such year being referred to herein as an
"Extended Year"), unless at least sixty (60) days prior to the end of the
Initial Term or the then current Extended Year, as the case may be, either
Executive or the Company delivers written notice of non-renewal ("Non-Renewal
Notice"), in which event Executive's employment hereunder shall terminate as of
the end of the Initial Term or the then current Extended Year, as applicable. A
termination of Executive's employment by Executive or the Company pursuant to a
Non-Renewal Notice shall be referred to in this Agreement as a "termination by
reason of non-renewal." The date on which the term of Executive's employment
hereunder expires or is terminated (either by reason of non-renewal or
otherwise) pursuant to the provisions of this Agreement shall be referred to
herein as the "Termination Date." The capitalized word "Term" as used herein
shall mean the period beginning on the Commencement Date and ending on the
Termination Date.





3. Duties.

(a) Performance of Duties. Executive agrees that during the Term, his
employment hereunder will be on a full-time basis, and he will faithfully and
efficiently perform his duties and shall devote his full time, efforts, ability,
and attention to the Business. Executive shall report to the Chairman of the
Company's Board of Directors ("Chairman") and to the Board of Directors
("Board"), and to such other persons as the Chairman may, from time to time
designate.

(b) Description of Duties. Executive shall serve as the President of the
Company's Americas and Asia-Pacific Regions. In this capacity, Executive shall
have overall responsibility for the Company's operations within North America,
Latin America, South America, and Asia with the ultimate objective of optimizing
revenue growth and profitability.

(c) Other Employment. During the Term, Executive shall not, without the
prior written consent of the Board, which consent will not be unreasonably
withheld, serve as a director, employee, independent contractor, or officer of
another business, whether or not such business is pursued for gain, profit or
other pecuniary advantage, and whether or not for compensation; provided,
however, that Executive may, continue in his role as Chairman of the Board of
Directors of Winrock Human Resources as long as such activity does not interfere
with the performance of Executive's duties under this Agreement. The permission
granted herein to continue as Chairman of the Board of Winrock Human Resources
will be periodically reviewed by the Company and such permission may be
withdrawn at such time as the Chairman determines that such activity is
interfering with the performance of Executive's duties under this Agreement. In
addition, Executive may invest his assets in such form or manner as will not
require any substantial amount of other time or services on the part of
Executive in the operation of the affairs of the other enterprises in which such
investments are made.

(d) Other Positions. The Executive agrees to hold such offices in the
Company, Korn/Ferry, and/or any subsidiary or affiliate of the Company or
Korn/Ferry to which, from time to time, he may be elected or appointed, without
additional compensation. The Executive shall render such services to the
Company, Korn/Ferry and/or to any and all subsidiaries and affiliates of the
Company and/or Korn/Ferry at such times and at such places as shall from time to
time be designated by the Boards of Directors of the Company and/or Korn/Ferry
or by the Chairman of the Company and/or Korn/Ferry.

(e) Travel. 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 Company 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 to time request, in accordance with the then current policies of the
Company regarding such expenses and reimbursements.





4. Compensation.

(a) Base Salary. The Company shall compensate the Executive for the
services to be rendered by the Executive hereunder, including all services, if
any, to be rendered as an employee of any subsidiary or affiliate of the Company
and/or Korn/Ferry. During the Initial Term of the Executive's employment
hereunder, such compensation shall be at the rate of $425,000 per annum; during
an Extended Year of the Executive's employment hereunder, such compensation
shall be at the same rate per annum as was in effect during the prior Extended
Year (or during the Initial Term in the case of the first such Extended Year).
The Company may, in its sole discretion, but shall not be obligated to increase
Executive's rate of compensation in the course of the Company's annual
compensation review or otherwise by written agreement with Executive. The
applicable compensation for the Initial Term and for each Extended Year (if any)
shall be paid in equal (semi-) monthly installments. The amount of the annual
base salary in effect from time to time during the Term shall be referred to
herein as the "Annual Base Salary" and shall be prorated for periods of less
than a full calendar twelve months. The amount of Annual Base Salary payable
monthly will be referred to in this Agreement as the "Monthly Base Salary."

(b) Annual Cash Bonus Opportunity. Executive shall have the opportunity
to earn an annual cash bonus in the manner and subject to the terms and
conditions set forth in the Offer Letter.

(c) Annual Stock Option Grant. In addition to the annual cash bonus
opportunity referred to above, Executive will be eligible to receive an annual
grant of options to purchase shares of the common stock of Korn./Ferry in the
manner and subject to the terms and conditions set forth in the Offer Letter.

(d) Stock Option Hiring Grant. Executive management of Korn/Ferry will
recommend to the Korn/Ferry Compensation Committee that Executive be granted
upon hiring options to purchase 35,000 shares of Korn/Ferry common stock in the
manner and subject to the terms and conditions set forth in the Offer Letter.

(e) Stock Ownership Guideline. Executive will be expected to acquire and
retain Korn/Ferry common stock with a market value equal to at least 150% of
Executive's annual base salary in the manner and subject to the terms and
conditions set forth in the Offer Letter.

(f) Assessment for Eligibility. The assessments required to be made
under the terms of the Offer Letter to determine eligibility for and entitlement
to the annual cash bonus and the annual stock option grant referred to above
shall be made in the discretion of the Chairman of the Company and the Boards of
Directors of the Company and Korn/Ferry. The determination regarding the stock
option hiring grant shall be made in the discretion of the Korn/Ferry
Compensation Committee.

5. Other Benefits. Executive shall be eligible and entitled to receive such
other benefits (including vacation benefits and automobile allowance) as are set
forth in the Offer Letter, subject to the terms and conditions set forth
therein.






6. Termination of Employment.

(a) Death. Executive's employment shall terminate upon the death of
Executive. In the event of such termination of employment, then (i) as soon as
practicable thereafter and in any event not later than the sixtieth (60th) day
following the date of Executive's death, the Company shall pay to Executive's
estate an amount equal to Executive's "Accrued Compensation (as defined in
Section 6(e) below). Executive's estate shall not be entitled to receive any
other compensation, severance or similar pay under this Agreement or the Offer
Letter, or under any severance or similar plan of the Company or Korn/Ferry, or
otherwise; provided, however, that Company shall reimburse Executive's estate
for expenses incurred by Executive through the Termination Date.

(b) Disability. The Company shall have the right to terminate
Executive's employment if Executive becomes "Disabled" (defined below) at any
time after such disability occurs. If the Company terminates Executive's
employment by reason of Executive having become Disabled, then the Company shall
pay to Executive within sixty (60) days after the date of such termination
Executive's "Accrued Compensation" (as defined in Section 6(e) below). For
purposes of this Agreement, Executive shall have become "Disabled" if Executive
shall by reason of illness, physical or mental disability or other incapacity,
fail to render the services provided for by this Agreement or otherwise fail to
perform his duties and obligations under 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 Company shall have given the Executive such notice during his
absence. Executive shall not be entitled to receive any other compensation,
severance or similar pay under this Agreement or the Offer Letter, or under any
severance or similar plan of the Company or Korn/Ferry, or otherwise, provided,
however, that Company shall reimburse Executive for expenses incurred through
the Termination Date.

(c) Termination by the Company for Cause. The Company shall have the
right to terminate Executive's employment hereunder at any time upon the
occurrence of one or more of the following events (which shall for purposes of
this Agreement constitute a termination for "Cause"): (i) the conviction of
Executive of a felony involving moral turpitude, or (ii) any act or behavior on
the part of Executive which is fraudulent or, in the opinion of the Chairman of
the Board of Directors of the Company or the Chairman or CEO of Korn/Ferry, is
materially harmful to Korn/Ferry, the Company or any of their respective
subsidiaries and affiliates, or (iii) Executive's willful neglect of his duties
or responsibilities under this Agreement, or (iv) poor performance on the part
of the Executive with respect to his duties and obligations under this Agreement
and the failure on the part of Executive to cure such poor performance within
ninety (90) days after the date of receipt of written notification of such poor
performance from the Board of Directors of the Company or Korn/Ferry specifying
in reasonable detail the areas of such poor performance, or (v) in the opinion
of the Board of Directors of the Company or Korn/Ferry, or a committee thereof,
the Executive has breached any statutory or common law duty of loyalty to the
Company or Korn/Ferry, or has neglected those duties in such a manner as to meet
reasonable standards of performance established by such Board of Directors or a
committee thereof Upon termination of Executive employment by the Company for
Cause, then the Company shall pay to Executive within thirty (30) days after the
date of such



termination Executive's "Accrued Compensation" (as defined in Section 6(e)
below), and nothing more. Executive shall not be entitled to receive any other
compensation, severance or similar pay under this Agreement or the Offer Letter,
or under any severance or similar plan of the Company or Korn/Ferry, or
otherwise, provided, however, that Company shall reimburse Executive for
expenses incurred through the Termination Date.

(d) Termination by the Company Without Cause. Notwithstanding anything to
the contrary contained in this Agreement or the Offer Letter, Executive's
employment may be terminated at any time by the Company without cause or reason.
If Executive's employment is terminated by the Company without cause or reason
prior to the expiration of the Initial Term, then (i) the Company shall pay to
Executive within thirty (30) days after the date of such termination Executive's
"Accrued Compensation" (as defined in Section 6(e) below); and (ii) the Company
shall pay to Executive within thirty (30) days after the date of such
termination severance in a lump sum payment equal to one hundred and fifty
percent (150%) of the then current Annual Base Salary. If Executive's employment
is terminated by the Company as of the end of the Initial Term by reason of
non-renewal pursuant to a Notice of Non-Renewal, then (i)the Company shall pay
to Executive within thirty (30) days after the date of such termination
Executive's "Accrued Compensation" (as defined in Section 6(e) below); and
(ii) the Company shall pay to Executive within thirty (30) days after the date
of such termination severance in a lump sum payment equal to one hundred percent
(100%) of the then current Annual Base Salary. If Executive's employment is
terminated by the Company without cause during an Extended Year or if
Executive's employment is terminated by the Company as of the end of any
Extended Year by reason of non-renewal pursuant to a Notice of Non-Renewal, then
(i) the Company shall pay to Executive within thirty (30) days after the date of
such termination Executive's "Accrued Compensation" (as defined in Section 6(e)
below); and (ii) the Company shall pay to Executive within thirty (30) days
after the date of such termination severance in a lump sum payment equal to one
hundred percent (100%) of the then current Annual Base Salary. Executive shall
not be entitled to receive any other compensation, severance or similar pay
under this Agreement or the Offer Letter, or under any severance or similar plan
of the Company or Korn/Ferry, or otherwise, provided, however, that Company
shall reimburse Executive for expenses incurred through the Termination Date.
Notwithstanding anything contained in this Agreement or the Offer Letter to the
contrary, the severance payments provided for in this Section 6(d) shall only be
payable if Executive executes and delivers to the Company a general release
agreement in favor of the Company and Korn/Ferry (and their Affiliates), in form
and substance satisfactory to the Company. If Executive fails, refuses or
neglects to execute and deliver such a general release agreement, Executive
shall not be entitled to receive the severance payments provided for under this
Section 6(d) and shall not be entitled to receive any other compensation,
severance or similar pay under this Agreement or the Offer Letter, or under any
severance or similar plan of the company or Korn/Ferry, or otherwise.

(e) Accrued Compensation. For purposes of this Agreement, the term "Accrued
Compensation" means, as of any date, the amount of any unpaid Monthly Base
Salary earned by Executive through the date of termination of Executive's
employment and the amount of any unpaid annual bonus compensation actually
earned by Executive through the last day of the fiscal year of the Company
immediately preceding the fiscal year in which Executive's employment is
terminated and actually approved by the requisite authority of the Company or
Korn/Ferry prior to the date of such termination of employment.





(f) Suspension. In the event that the Executive is unable, for any
reason to perform the duties required of him under this Agreement for a period
of thirty (30) consecutive days, the Company shall have the right at its option
to suspend payment of all forms of compensation provided for in this Agreement
and the Offer Letter from and after the expiration of such thirty (30) day
period. Any such suspension shall not extend the Term nor shall the Executive be
entitled to retroactive compensation for the period of such suspension.

7. Notices. All notices, requests, demands and other communications
provided for by this agreement shall be in writing and shall be deemed to have
been given at the time when mailed at any general or branch United States Post
Office, by first class postage prepaid, certified or registered mail, return
receipt requested, and addressed to the address of the respective party stated
below or to such changed address as such party may have fixed by like notice
similarly given:

To the Company: General Counsel, Peter L. Dunn
Korn/Ferry International Futurestep, Inc.
1800 Century Park East, Suite 900
Los Angeles, CA 90067

To the Executive: Robert H. McNabb
10919 Wickline Drive
Houston, Texas 77024

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.

8. Confidential Information

(a) Generally. Executive acknowledges that (i) he holds a senior
managementposition with the Company, (ii) in such capacity he is responsible for
carrying out procedures and methods by which the Company and Korn/Ferry develop
and conduct their businesses, (iii) he has access to the Company's and
Korn/Ferry's clients, channels for developing clients and recruiting executives
for employment, and other Confidential Information, (iv) he has direct and
substantial responsibility to maintain the Company's business relationship with
clients of the Company, (v) it would be unfair to the Company and Korn/Ferry if
Executive were to appropriate to himself or others the benefits of the Company's
or Korn/Ferry's developing such business relationships, especially when the
Executive enjoys a relationship with a client of the Company as a result of his
being introduced to the client's personnel as a representative of the Company,
(vi) it would be unfair to the Company and Korn/Ferry if the Executive were to
appropriate to himself or others the benefits of the business, personnel and
other Confidential Information which the Company or Korn/Ferry has developed in
the conduct of its businesses, and (vii) it is therefore fair that reasonable
restrictions should be placed on certain activities of the Executive after his
employment with the Company terminates.

(b) Non-Use and Non-Disclosure of Confidential Information. 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 Korn/Ferry), 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 to any Client of the Company or Korn/Ferry
or any of their Affiliates or (ii) solicit for employment or otherwise hire any
employee of the Company or Korn/Ferry or any of their Affiliates.

(c) Non-Solicitation of Clients and Employees. Even without the use of
Confidential Information, Executive further agrees that he shall not, either
during the Term (except as necessary to carry on the business of the Company),
or at any time prior to the second anniversary of the date of expiration or
termination of his employment, directly or indirectly (as owner, principal,
agent, partner, officer, employee, independent contractor, consultant,
stockholder, member or otherwise) (i) solicit or accept any executive search or
placement assignment from, or otherwise attempt to provide services to any
Client of the Company or Korn/Ferry (or Clients of any of the Affiliates of the
Company or Korn/Ferry) or any of the Affiliates of such Clients or (ii) solicit
for employment or otherwise hire any employee of the Company or Korn/Ferry or
any of their Affiliates.

(d) Injunctive Relief. Executive recognizes and acknowledges that any
breach of the foregoing provisions would result in immeasurable and irreparable
harm to the Company and Korn/Ferry, 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, and shall not be
required to post any bond therefor.

(e) Third Party Information. Executive recognizes that from time to time
the Company may receive from third parties their confidential or proprietary
information subject to a duty on the Company's part to maintain the
confidentiality of such information and to use it only for certain limited
purposes. Executive agrees to hold all such confidential or proprietary
information in the strictest confidence and not to disclose it to any Person or
to use it except as necessary in carrying out his work for the Company,
consistent with the Company's agreement with such third party.

(f) Returning Company Property and Documents. Executive agrees that upon
termination or expiration of his employment with the Company, he will
immediately deliver to the Company (and will not keep in his possession, copy,
summarize, recreate or deliver to any Person other than the Company) (i) all
Confidential Information in the possession of Executive or under his control,
and (ii) all devices, records, data, notes, reports, proposals, lists,
correspondence, specifications, drawings, blueprints, sketches, materials,
equipment, or other documents or property, or reproductions of any of the
foregoing items, in Executive's possession or under his control, which
constitute the property of the Company or otherwise constitute Confidential
Information, and (iii) all disks, diskettes, cd-roms and other devices which
contain any of the foregoing materials or information.




(h) Notification of New Employer. In the event of the termination or
expiration of the employment of the Executive, the Executive hereby grants his
consent to the notification by the Company to Executive's new employer solely
about the existence of this Agreement. If requested by such new employer or if
the Company reasonably believes it to be necessary in order to protect the
Company's rights hereunder, the Company may notify the new employer or other
appropriate parties about the existence of the provisions of Sections 8 and 9 of
this Agreement.

9. Inventions.

(a) Inventions Retained and Licensed. Executive hereby represents and
warrants that he has no inventions, original works of authorship, developments,
improvements, or trade secrets which were made by Executive prior to his
employment with the Company ("Prior Inventions") and which are owned by
Executive and relate to or could relate to the Business, the Company or any of
its Affiliates, or any products or services of the Company or any of its
Affiliates, or any of the research or development activities of the Company or
any of its Affiliates.

(b) Assignment of Inventions. Executive agrees that he will promptly
make full written disclosure to the Company, will hold in trust for the sole
right and benefit of the Company, and hereby assigns to the Company, or its
designee, all of his right, title and interest in and to any and all inventions,
original works of authorship, developments, concepts, improvements, designs,
discoveries, ideas, trademarks, service marks, tradenames or trade secrets,
whether or not it is or could be subject to a patent or copyright or trademark
under patent, copyright, trademark or similar laws, which Executive may solely
or jointly conceive or develop or reduce to practice, or cause to be conceived
or developed or reduced to practice, during the Term (collectively, the
"Inventions"), except as provided in Section 9(f) below. Executive further
acknowledges that all original works of authorship which are made by him (solely
or jointly with others) within the scope of his employment with the Company and
which are protectible by copyright are "works made for hire," as that term is
defined in the United States Copyright Act. Executive understands and agrees
that the decision whether or not to commercialize or market any Invention
developed by Executive solely or jointly with others is within the Company's
sole discretion and for the Company's sole use and benefit and that no royalty
or other compensation will be due to Executive as a result of the Company's
efforts to commercialize or market any such Invention.

(c) Inventions Assigned to the United States. Executive agrees to
assign, without compensation of any kind, to the United States of America or any
governmental entity or agency thereof all of his right, title and interest in
and to any and all Inventions whenever such assignment is requested by the
Company.

(d) Maintenance of Records. Executive agrees to keep and maintain
adequate and current written records of all Inventions made by Executive (solely
or jointly with others) during the Term. The records will be in the form of
notes, sketches, drawings, and any other format that may be specified by the
Company. The records will be made available to and remain the sole property of
the Company at all times.



(e) Patent and Copyright Registrations. Executive agrees to assist the
Company, or its designees, at the Company's expense, in every proper way to
secure or evidence the Company's rights in the Inventions and any copyrights,
trademarks, service marks, trade names, patents, mask work rights or other
intellectual property rights relating thereto in any and all countries,
including, the disclosure to the Company of all pertinent information and data
with 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, trade names, 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.

(f) Exception to Assignments. Executive understands that the provisions
of this Agreement requiring assignment of Inventions to the Company do not apply
to any Invention which qualifies fully under the provisions of California Labor
Code Section 2870. Executive will advise the Company promptly in writing of any
Inventions that Executive believes meet the criteria section forth in said
statute. Executive hereby represents and warrants to the Company that as of the
Agreement there are no Inventions which are not assignable to the Company under
the provisions of California Labor Code Section 2870.

10. Assignment; Binding Nature. This Agreement shall be binding upon and
inure to the benefit of the parties and their respective successors, heirs (in
the case of Executive) and permitted assigns. No rights or obligations of the
Company under this Agreement may be assigned or transferred by the Company
except that such rights or obligations may be assigned or transferred to the
successor of the Company or its business if the assignee or transferee assumes
the liabilities, obligations and duties of the Company, as contained in this
Agreement, either contractually or as a matter of law. No rights or obligations
of Executive under this Agreement may be assigned or transferred by Executive
other than Executive's rights to compensation and benefits, which may be
transferred only by will or operation of law, except as otherwise specifically
provided or permitted hereunder.

11. Entire Agreement. This Agreement, together with the Offer Letter,
contains the entire understanding and agreement between the parties concerning
the subject matter hereof and supersedes all prior agreements, understandings,
discussions, negotiations and undertakings, whether written or oral, between the
parties with respect thereto.

12. Amendment or Waiver. No provision in this Agreement or the Offer Letter
may be amended unless such amendment is agreed to in writing and signed by
Executive and by the Chairman. Except as set forth herein, no delay or omission
to exercise any right, power or remedy accruing to any party shall impair any
such right, power or remedy or shall be


construed to be a waiver of or an acquiescence to any breach hereof. No waiver
by either party of any breach by the other party of any condition or provision
contained in this Agreement to be performed by such other party shall be deemed
a waiver of a similar or dissimilar condition or provision at the same or any
prior or subsequent time. Any waiver must be in writing and signed by Executive
and the Chairman.

13. Severability. In the event that any provision or portion of this
Agreement or the Offer Letter shall be determined to be invalid or unenforceable
for any reason, in whole or in part, the remaining provisions of this Agreement
shall be unaffected thereby and shall remain in full force and effect to the
fullest extent permitted by law.

14. Governing Law. This Agreement shall be governed by and construed and
interpreted in accordance with the laws of the State of New York without
reference to principles of conflict of laws.

15. Certain Definitions. For purposes of this Agreement, the following
terms shall have the meanings specified:

(a) The term "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.

(b) "Client" means any Person or any of such Person's Affiliates to
whom services are being rendered or to whom services were rendered at any time
within the thirty-six calendar months preceding the date of determination, and
only those "Clients" as to whom Executive, at any time during such thirty-six
month period, contacted or engaged in activities on behalf of the Company or
Korn/Ferry.

(c) "Confidential Information" "Confidential Information" means all
proprietary and confidential information regarding the Company, Korn/Ferry,
their businesses, clients, and personnel, including, without limitation: (i)
client lists, client prospects, and business development information; (ii)
company lists, profiles and reports, position specifications, salary structures,
and engagement information; (iii) source lists, executive lists, and candidate
lists, profiles and reports; (iv) candidate resumes, appraisals, compensation
information, and reference reports; (v) search executive methodologies; (vi)
training and research materials and methodologies; (vii) structure, operations,
pricing, financial and personnel information; (viii) information systems design
and procedures; (ix) computer technology designs, hardware configuration
systems, and software designs and implementations; (x) information databases,
interactive procedures, tests, analysis and studies developed by or for the
benefit of the Company or Korn/Ferry; (xi) plans, designs, inventions, formulas,
research and technology developed by or for the benefit of the Company or
Korn/Ferry; (xii) personal histories or resumes, employment information,
business information, business secrets of clients and candidates; (xiii) trade
secrets of the Company and Korn/Ferry; (xiv) plans, prospects, policies,
practices, and procedures of the




Company and Korn/Ferry which are not generally known in the industry; (xv)
business strategies; (xvi) all New Information; and (xvii) 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 Korn/Ferry 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
Korn/Ferry, 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 Korn/Ferry are
first notified of the order and are permitted to seek an appropriate protective
order against public disclosure of such information.

(d) "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 Korn/Ferry, including, without
limitation: (i) client and candidate prospect lists and databases; (ii)
interview and reference forms and notes; (iii) contact information and
procedures; (iv) client and candidate information; (v) client and candidate
prospect information; (vi) source lists and executive lists and databases; (vii)
research materials, forms, and tests; (viii) business development information;
(ix) computer formats, forms, tests, interactive procedures, methods of analysis
and tools developed in connection with the Business; and (x) all other
proprietary and confidential information.

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

(f) "Prevailing Party" means the party who is determined to prevail by the
arbitrator after the arbitrator's consideration of all damages and equities in
an arbitration proceeding, whether or not the arbitration 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 or expenses.

16. Counterparts. This Agreement may be executed in counterparts, each of
which shall be deemed an original, and all of which together shall constitute
one and the same instrument, binding on all parties hereto. Any signature page
of this Agreement may be detached 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.

[The Next Page is The Signature Page]







IN WITNESS WHEREOF, the undersigned have executed this Employment Agreement
on the date first above written.

KORN/FERRY INTERNATIONAL FUTURESTEP, INC.


By:____________________________
Name: Paul C. Reilly
Title: Chairman of the Board



EXECUTIVE

/s/ Robert H. McNabb
_______________________________
ROBERT H. McNABB