KFI/SINGH AGREEMENT DATED 12-1-97

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

2.1 Employment. Singh is hereby employed during the Term as a Vice
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President of KFI, on the terms and conditions set forth in this Agreement.

2.2 Description of Duties. It is understood and agreed by KFI and Singh,
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that Singh's employment as a Vice President of KFI is for the sole purpose of
facilitating the performance of his duties and responsibilities as the President
and Chief Executive Officer of the Company. Accordingly, Singh shall have such
duties and responsibilities as may be reasonably prescribed from time to time by
the President of KFI or the Board of Directors of KFI (the "Board"), so long as
such duties and responsibilities do not conflict with his duties and
responsibilities with the Company. Singh shall abide by all policies and
procedures adopted by KFI or the Board which are applicable to other executives
of KFI in similar stature, including, without limitation, the KFI Code of
Business Conduct, as such Code may be modified from time to time.

2.3 Compensation. Singh shall not receive any monetary compensation from
------------
KFI specifically on account of his employment as a Vice President of KFI; it
being understood and agreed that all of the monetary compensation payable to
Singh by the Company under the Singh Employment Agreement constitutes the entire
monetary consideration payable to Singh as an employee of the Company and as a
Vice President of KFI hereunder.

2.4 Benefits. As set forth in the Singh Employment Agreement. Singh shall
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be entitled, during the Term, to participate in any group insurance, deferred
compensation or other plan or program (other than the Executive Participation
Program) 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.

2.5 Term. The term of Singh's employment hereunder (the "Term") shall be
----
coextensive with the "Term" (as this term is used in the Singh Employment
Agreement) of Singh's employment with the Company under the Singh Employment
Agreement. If for any reason whatsoever, Singh's employment with the Company
expires or is terminated, then Singh's employment with KFI shall automatically,
without any further notice or consideration of any kind, expire and terminate
concurrently. Upon the expiration or termination of Singh's

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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.

2.6 Annual Vacation/Sick Leave; Other Benefits. Except as otherwise
------------------------------------------
expressly provided in this Agreement, the vacation, sick leave and other
benefits provided to Singh under the Singh Employment Agreement shall constitute
the sole vacation, sick leave, and other benefits afforded to Singh as an
employee of KFI, and Singh shall not be entitled to receive any vacation or sick
leave benefits or any other benefits from KFI which may be duplicative or
additive to the benefits provided to Singh by the Company.

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

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.

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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.

2.8 Third Party Information. Singh recognizes that from time to time KFI
-----------------------
may receive from third parties their confidential or proprietary information
subject to a duty on the KFI's part to maintain the confidentiality of such
information and to use it only for certain limited purposes. Singh 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 KFI, consistent with KFI's agreement with such
third party.

2.9 Noncompetition Provisions.
-------------------------

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.

2.10 Returning KFI Documents. Singh agrees that upon termination or
-----------------------
expiration of his employment with KFI, he will deliver to KFI (and will not keep
in his possession, recreate or deliver to anyone else) any and 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, which constitute the
property of the KFI.

2.11 Notification of New Employer. In the event of the termination or
----------------------------
expiration of the employment of Singh, Singh hereby grants his consent to the
notification by KFI to Singh's new employer solely about the existence of this
Agreement.

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2.12 Compensation from Others. All compensation for services related to the
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conduct of the business of KFI, including equity or equity-type payments, and
consulting or advisory fees, received by or payable to Singh during the Term
from Persons other than the Company or KFI, shall be paid to KFI unless
otherwise approved by the Board.

ARTICLE 3.

STOCK SUBSCRIPTION

3.1 Executive Participation Program. In 1991, KFI adopted the Executive
-------------------------------
Participation Program, which, as amended prior to the date hereof, provides for
the sale to certain officers of KFI of shares of KFI's Common Stock (the
"Shares"). In connection with the Singh Employment Agreement and Singh' s
employment as a Vice President of KFI hereunder, Singh is purchasing Shares, on
the terms and subject to the conditions set forth in this Agreement. Singh
understands and agrees that his rights to acquire Shares, and all of the terms
and conditions relating thereto, are set forth exclusively in this Agreement and
are not necessarily the same terms and conditions available to other executives
under the Executive Participation Program, and Singh shall have no rights or
benefits whatsoever under the Executive Participation Program, except to the
extent similar rights are afforded to Singh under this Agreement.

3.2 Purchase of Shares; Method of Payment.
-------------------------------------

3.2.1 Purchase. Singh hereby subscribes for and agrees to purchase
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from KFI and KFI agrees to issue to Singh an aggregate of twenty thousand
(20,000) Shares (hereinafter collectively referred to as the "Singh Shares") for
Two Hundred and Eight Thousand Dollars ($208,000.00) (the "Total Purchase
Price"), with such Singh Shares being issuable and such amount being payable in
accordance with the provisions of this Agreement.

3.2.2 Method of Payment. Singh shall pay the Total Purchase Price by
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delivery of a promissory note executed by Singh and made payable to KFI in the
principal amount equal to the Total Purchase Price. Such note (the "Note") shall
bear interest at a rate per annum equal to the lowest rate which will avoid the
imputation of interest under the Internal Revenue Code and its rules and
regulations. Such Note shall provide that interest shall accrue and the total of
accrued interest and principal shall be all due and payable on December 31,
2001. The Note shall contain such other provisions as are customary for
promissory notes of this type and character.

3.2.3 Issuance of Shares. Subject to the provisions of Section 3.3
------------------
below, KFI will issue to Singh against payment of the Total Purchase Price
therefor, all of the Singh Shares.

3.3 Stock Repurchase Agreement. The Singh Shares will be subject to the
--------------------------
terms and conditions of the KFI Stock Repurchase Agreement. Singh shall execute
and deliver to KFI an original KFI Stock Repurchase Agreement concurrently with
the issuance of the Singh Shares. The KFI Stock Repurchase Agreement provides
that the certificates evidencing the Singh Shares will remain in the possession
of KFI to secure KFI's purchase rights thereunder. All certificates

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evidencing Singh Shares shall contain the legends referred to in Section 4 of
the KFI Stock Repurchase Agreement.

3.4 Investment Representations and Warranties. Singh hereby represents and
-----------------------------------------
warrants as indicated below:

(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.

3.5 Acknowledgments and Covenants of Singh. Singh acknowledges and agrees
--------------------------------------
as follows:


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(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

4.1 Preparation of Agreement. It is acknowledged by each party that such
------------------------
party either had separate and independent advice of counsel or the opportunity
to avail itself or himself of separate and independent legal counsel. Each party
hereto understands and acknowledges that the law firm of Morrison & Foerster
LLP, is legal counsel to KFI only, and does not represent any other parties to
this Agreement. In light of these and other relevant facts it is further
acknowledged that no party shall be construed to be solely responsible for the
drafting hereof, and therefore any ambiguity shall not be construed against any
party as the alleged draftsman of this Agreement.

4.2 Cooperation and Further Assurances. Each party agrees, without further
----------------------------------
consideration, to cooperate and diligently perform any further acts, deeds and
things and to execute and deliver any documents that may from time to time be
reasonably necessary or otherwise reasonably required to consummate, evidence,
confirm and/or carry out the intent and provisions of this Agreement, all
without undue delay or expense.

4.3 Interpretation.
--------------

4.3.1 Entire Agreement/No Collateral Representations. Each party
----------------------------------------------
expressly acknowledges and agrees that this Agreement, the Stock Purchase
Agreement, the Singh Employment Agreement, the License Agreement, the KFI Stock
Repurchase Agreement, and the Shareholders Agreement: (i) are the final
expression of the parties agreements with respect to the subject matter hereof
and thereof and are the complete and exclusive statements of the terms of such
agreement; (ii) supersedes 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

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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.

4.3.2 Waiver. No breach of any agreement or provision herein
------
contained, or of any obligation under this Agreement, may be waived, nor shall
any extension of time for performance of any obligations or acts be deemed an
extension of time for performance of any other obligations or acts contained
herein, except by written instrument signed by the party to be charged or as
otherwise expressly authorized herein. No waiver of any breach of any agreement
or provision herein contained shall be deemed a waiver of any preceding or
succeeding breach thereof, or a waiver or relinquishment of any other agreement
or provision or right or power herein contained.

4.3.3 Remedies Cumulative. Except as otherwise provided in this
-------------------
Agreement, the remedies of each party under this Agreement, the Shareholders
Agreement, the Singh Employment Agreement, the Stock Purchase Agreement, the KFI
Stock Repurchase Agreement, and the License Agreement are cumulative and shall
not exclude any other remedies to which such party may be lawfully entitled.

4.3.4 Severability. If any term or provision of this Agreement or the
------------
application thereof to any Person or circumstance shall, to any extent, be
determined to be invalid, illegal or unenforceable under present or future laws
effective during the term of this Agreement, then and, in that event: (i) the
performance of the offending term or provision (but 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.

4.3.5 No Third Party Beneficiary. The parties specifically disavow any
--------------------------
desire or intention to create any third party beneficiary obligations, and
specifically declare that no third party shall have any rights hereunder or any
right of enforcement hereof.

4.3.6 No Reliance Upon Prior Representation. The parties acknowledge
-------------------------------------
that no other party has made any oral representation or promise which would
induce them prior to executing this Agreement to change their position to their
detriment, partially perform, or part with value in reliance upon such
representation or promise; the parties acknowledge that they have taken such
action at their own risk; and the parties represent that they have not so
changed their position, performed or parted with value prior to the time of
their execution of this Agreement.


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4.3.7 Headings; References; Incorporation; Gender. The headings used
-------------------------------------------
in this Agreement are for convenience and reference purposes only, and shall not
be used in 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.

4.4 Enforcement.
-----------

4.4.1 Applicable Law. This Agreement and the rights and remedies of
--------------
each party arising out of or relating to this Agreement (including, without
limitation, equitable remedies) shall be solely governed by, interpreted under,
and construed and enforced in accordance with the laws (without regard to the
conflicts of law 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.

4.4.2 Consent to Jurisdiction; Service of Process. Any action or
-------------------------------------------
proceeding arising out of or relating to this Agreement shall be filed in and
heard and litigated solely before the state courts of California located within
the County of Los Angeles. Each party generally and unconditionally accepts the
exclusive jurisdiction of such courts and to venue therein, 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.

4.4.3 Attorneys' Fees and Costs. If any party institutes or should
-------------------------
the parties otherwise become a party to any Action Or Proceeding based upon or
arising out of this Agreement including, without limitation, to enforce or
interpret this Agreement or any provision hereof, or for damages by reason of
any alleged breach of this Agreement or any provision hereof, or for a
declaration of rights in connection herewith, or for any other relief, including
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.

4.5 Notices. Any notice, approval, disapproval, consent, waiver, or other
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communication (collectively, "Notices") required or permitted to be given under
this Agreement shall be in writing and shall be delivered personally or mailed,
certified or registered United

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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

4.6 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.

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4.7 Assignment. Except as otherwise expressly provided in this Agreement,
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no party hereto may assign their rights or delegate their duties under this
Agreement without the prior written consent of all of the other parties hereto;
provided, however, that KFI may, without the 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, consolidation or otherwise.

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

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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

-2-



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.

-3-


SCHEDULE 1

REPRESENTATIONS AND WARRANTIES

Singh should initial each of the following representations, if
--
applicable:
- ----------

MJS (a) Singh is a U.S. Person. (A "U.S. Person" is (i) any natural
---
person resident in the United States).

MJS (b) Singh's individual net worth or joint net worth with his
---
spouse exceeds $1,000,000.

MJS (c) Singh's income (including, but not limited to, salary,
---
bonus, interest and dividend income and vested contributions to any pension or
profit sharing plan) was in excess of $200,000 in each of the last two years,
and Singh reasonably expects an income in excess of $200,000 in this year.

MJS (d) Singh's joint income with his spouse (including, but not
---
limited to salary, bonus, interest and dividend income and vested contributions
to any pension or profit sharing plan) was in excess of $300,000 in each of the
last two years, and Singh reasonably expects a joint income in excess of
$300,000 in this year.

MJS (d) Singh's investment in the Singh Shares does not exceed 10%
---
of Singh's net worth or joint net worth with Singh's spouse.


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