STOCK REPURCHASE AGREEMENT DATED 12-1-97

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:

1. DEFINITIONS. For all purposes of this Agreement, the following
-----------
definitions apply:


"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.).

2. COMPLIANCE WITH AGREEMENT. Except as expressly set forth herein, the
------------------------
Shareholder shall not sell, transfer, hypothecate, pledge or otherwise dispose
of the Shares or any interest therein held by Shareholder (a "Transfer") without
the prior written consent of the Company. Any purported Transfer not in
compliance with the terms and conditions of this Agreement shall be void and of
no force and effect. If the Shares are Transferred, in whole or in part,
voluntarily or involuntarily, by operation of law or otherwise, by reason of
insolvency or bankruptcy of the Shareholder, or otherwise in violation of the
provisions of this Agreement, the recipient of any Shares shall not be
registered on the books of the Company and shall not be recognized as the holder
of the Shares by the Company and shall not acquire any voting, dividend or other
rights in respect thereof.

3. INVESTMENT INTENT. The Shareholder hereby represents and warrants to
-----------------
the Company that the Shareholder's purchase of the Shares has been made for his
or her own

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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.

4. RESTRICTION ON CERTIFICATES. The Shareholder understands and
---------------------------
agrees that the certificate(s) issued to him or her representing the Shares:

(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."

5. POSSESSION OF CERTIFICATES. The Company shall hold the
--------------------------
certificates evidencing the Shares as custodian to protect its interests
hereunder. In furtherance thereof, Shareholder shall execute and deliver to the
Company an assignment in blank in the form of Exhibit A hereto, for the transfer
of such certificates. The Company will deliver to Shareholder a receipt for such
Shares in the form of Exhibit B hereto.

6. REPURCHASE OF SHARES BY COMPANY; CANCELLATION OF PURCHASE NOTE.
--------------------------------------------------------------

(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:

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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.

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(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

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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.

7. ASSIGNMENT OF PURCHASE RIGHTS. The Company may assign, in whole
-----------------------------
or part, its right to purchase the Shares under this Agreement to a designee(s).

8. PRESENTLY OWNED AND AFTER-ACQUIRED SHARES. The Shareholder agrees
-----------------------------------------
that the terms and conditions of this Agreement shall be binding upon him or her
as to any shares of Common Stock of the Company which Shareholder owns as of the
date hereof or which may hereafter be acquired by the Shareholder, without
further action.

9. CHANGE IN MARITAL STATUS. In the event that the Shareholder's
------------------------
marital status is altered by dissolution or divorce or by the death of the
Shareholder's spouse, any interest of his or her former spouse, whether as
community property or as a result of a property settlement agreement, a divorce
decree or other legal proceeding, may be purchased by the Company and shall be
sold by the Shareholder's former spouse or his or her estate according to the
provisions of this Agreement. The Shareholder agrees to notify the Company of
any change in marital status, including, without limitation, marriage,
dissolution of marriage, divorce or death of spouse, within 10 business days of
said event. The Shareholder agrees to cause any spouse who has not signed a
consent to this Agreement in the form of Exhibit D to do so at the time notice
is given to the Company under this Section.

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10. AMENDMENT. No change, amendment or modification of this
----------
Agreement shall be valid unless it is in writing and signed by the Company and
the Shareholder.

11. REMEDIES. The Shares cannot be readily purchased or sold in the
--------
open market and, for that reason, among others, the parties will be irreparably
damaged in the event the agreements contained herein are not specifically
enforced. If any dispute arises concerning the transfer of any Shares, an
injunction may be issued 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.

12. AGREEMENT AVAILABLE FOR INSPECTION. An original copy of this
----------------------------------
Agreement, together with all amendments, duly executed by the Company and the
Shareholder, shall be delivered to the Secretary of the Company and maintained
by him or her at the principal executive office of the Company and shall be
available for inspection by any person requesting to see it.

13. ADDITIONAL DOCUMENTS. The parties hereto agree to sign all
--------------------
necessary documents and take all other actions necessary to carry out the
provisions of this Agreement.

14. NO ASSIGNMENT OF RIGHTS OR DELEGATION OF DUTIES BY EXECUTIVE;
------------------------------------------------------------
ASSIGNMENT BY COMPANY. Shareholder's rights and benefits under this Agreement
- ---------------------
are personal to him and therefore (i) no such right or benefit shall be subject
to voluntary or involuntary alienation, assignment or transfer; and (ii)
Shareholder may not delegate his duties or obligations hereunder. The Company
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 the Company, either through a purchase of
such assets, by merger, consolidation or otherwise.

15. 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. Specifically, Shareholder understands and acknowledges that the law
firm of Morrison & Foerster LLP, is not legal counsel to the Shareholder. 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.

16. INTERPRETATION.
--------------

16.1 Entire Agreement/No Collateral Representations. Each party
----------------------------------------------
expressly acknowledges and agrees that this Agreement and the KFI/Singh
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

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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.

16.2 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 waive of any preceding or
succeeding breach thereof, or a waiver or relinquishment of any other agreement
or provision or right or power herein contained.

16.3 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.


16.4 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.

16.5 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.

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

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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.

17. ENFORCEMENT.
-----------

17.1 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.

17.2 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.

17.3 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.

18. NOTICES. Any notice, approval, disapproval, consent, waiver, or
-------
other 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 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

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(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

19. 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

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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

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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: ___________________

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EXHIBIT D

CONSENT OF SPOUSE OF SHAREHOLDER


The undersigned, being the spouse of the Shareholder, Man Jit Singh,
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who has signed the foregoing Agreement, hereby acknowledges that he or she has
read and is familiar with the provisions of said Agreement including but not
limited to Section 9 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 of common stock
of the Company held by Shareholder shall be subject to the provisions of this
Agreement.


By: /s/ Seirla Singh
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Name: SEIRLA SINGH
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Dated: as of December 1, 1997
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