FORM OF WORLDWIDE EXEC. BENEFIT LIFE INSUR. PLAN

Exhibit 10.4


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



KORN/FERRY INTERNATIONAL
------------------------

WORLDWIDE EXECUTIVE BENEFIT
---------------------------

LIFE INSURANCE PLAN
-------------------

FOR U.S. EXECUTIVES
-------------------

KORN/FERRY INTERNATIONAL
------------------------

WORLDWIDE EXECUTIVE BENEFIT
---------------------------

LIFE INSURANCE PLAN
-------------------

FOR U.S. EXECUTIVES
-------------------



PREAMBLE
--------

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



ARTICLE I

DEFINITIONS
-----------



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

1.1 Affiliates. "Affiliates" means subsidiary and affiliated
----------
companies of Korn/Ferry International.

1.2 Annual Benefits Schedule. "Annual Benefits Schedule" means a
------------------------
written schedule in the form attached to this Plan which will be issued annually
by the Company to notify Participants of the amount of their life insurance
coverage

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

1.3 Annual Benefit Statement. "Annual Benefit Statement" means an
------------------------
annual written statement which will be issued by the Company to notify each
Participant of the amount (in U.S. dollars) of his or her life insurance
coverage under the Plan for the applicable year.

1.4 Base Salary. "Base Salary" means a Participant's annual base
-----------
salary as of the first day of the month in which he or she is enrolled in the
Plan and thereafter as of May 1 preceding the last Coverage Adjustment Date
preceding his or her death, prior to deductions for deferrals under any Company
sponsored qualified or non-qualified plans. Base salary excludes all bonuses,
incentive and supplemental compensation and other payments and benefits, except
fixed base salary.

1.5 Beneficiary. "Beneficiary" means the person or persons
-----------
designated as such in accordance with Article VI.

1.6 Board. "Board" means the Board of Directors of Korn/Ferry
-----
International or any committee thereof acting within the scope of its authority.

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

1.8 Committee. "Committee" means the administrative committee
---------
appointed by the Board to administer the Plan pursuant to Article VII.

1.9 Company. "Company" means Korn/Ferry International and, whenever
-------
applicable, its Affiliates.

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1.10 Coverage Adjustment Date. "Coverage Adjustment Date" means June
------------------------
1 of each year (or any other date selected by the Committee from time to time in
its discretion), on which changes or increases in life insurance coverage will
take effect.

1.11 Economic Benefit. "Economic Benefit" means the value of the
----------------
economic benefit of life insurance coverage under this Plan for income tax
purposes, determined based on the Code, revenue rulings issued by the Internal
Revenue Service and other applicable authorities.

1.12 Effective Date. "Effective Date" means January 1, 1997.
--------------

1.13 ERISA. "ERISA" means the Employee Retirement Income Security
-----
Act of 1974, as amended from time to time.

1.14 Insurance Company. "Insurance Company" means an insurance
-----------------
company selected by the Company to provide life insurance coverage for
Participants pursuant to the terms of the Plan.

1.15 Net Cumulative Premiums. "Net Cumulative Premiums" means
-----------------------
premiums paid by the Company on a Policy net of any withdrawals or loans from
cash value of the Policy made to the Company.

1.16 Participant. "Participant" means an eligible Vice
-----------
President/Shareholder who has completed the underwriting requirements of the
Insurance Company, has elected to participate in the Plan in accordance with the
provisions of Article II, and has been notified in writing that his or her
participation has been approved by the Company.

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1.17 Plan. "Plan" means this Worldwide Executive Benefit Life
----
Insurance Plan for U.S. Executives as set forth in this document and as the same
may be amended, administered or interpreted from time to time.

1.18 Plan Year. "Plan Year" means May 1 through April 30.
---------

1.19 Policy. "Policy" means a life insurance policy providing life
------
insurance coverage under this Plan.

1.20 Vice President/Shareholder. "Vice President/Shareholder" means
--------------------------
any Vice President or more senior officer of the Company (or a subsidiary or
affiliated company) who is or becomes a shareholder of the Company at the next
subscription offering under the Company's Equity Participation Program and
abides by the provisions of such program as determined by the Committee.


ARTICLE II

PARTICIPATION
-------------

2.1 Participation. Any Vice President who becomes a shareholder of
-------------
the Company and is actively employed on a full-time basis (at least 30 hours per
week) and who is eligible for life insurance benefits in accordance with the
Annual Benefits Schedule for this Plan, which will be issued and updated by the
Company from time to time, may enroll in the Plan by electing to participate and
completing the underwriting requirements of the Insurance Company and any other
enrollment steps required by the Company for coverage to begin. An eligible
Vice President/Shareholder shall become a Participant in the Plan upon

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

2.2 Insurability. Eligible Vice President/Shareholders are not
------------
automatically entitled to all insurance coverage offered under the Plan. Each
eligible Vice President/Shareholder must satisfy the Insurance Company's
requirements for obtaining insurance before he or she becomes covered under the
Plan. Notwithstanding any other provision of the Plan, a Participant's life
insurance coverage under the Plan will be limited to the insurance coverage
approved and issued by the Insurance Company on the Participant's life under
this Plan less the Net Cumulative Premiums paid by the Company.

2.3 Commencement of Coverage. Subject to the limitations of
------------------------
Sections 2.1 and 2.2, (i) a Vice President/Shareholder who is eligible for
coverage on January 1, 1997 will be covered under the Plan as of January 1,
1997, and (ii) any other eligible Vice President/Shareholder will be covered
under the Plan when coverage is approved and issued by the Insurance Company.

2.4 Increases or Changes in Coverage. When a Participant's Base
--------------------------------
Salary is increased, the amount of his or her life insurance coverage under this
Plan will increase on the next Coverage Adjustment Date, except as provided in
this Section 2.4. Any increase in coverage will not take effect until such
additional coverage is approved and issued by the Insurance Company, and a
Participant may be required to satisfy the Insurance Company's requirements for
obtaining additional insurance before he or she becomes covered for an
additional

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

2.5 Declining Coverage. An eligible Vice President/Shareholder may
------------------
decline coverage under the Plan. However, any such person will be required to
satisfy the Insurance Company's requirements for obtaining insurance before he
or she may become covered under the Plan at a later date.

ARTICLE III

LIFE INSURANCE COVERAGE
-----------------------

3.1 Amount of Insurance. A Participant who is employed by the
-------------------
Company at the time of his or her death will have life insurance coverage under
this Plan. The amount of the life insurance benefit which will be payable to
the Beneficiary designated by the Participant will be the amount (in U.S.
dollars) set forth in the most recent Annual Benefit Statement issued by the
Company to the Participant. This amount will be based on the Annual Benefits
Schedule for this Plan, which will be issued by the Company and is subject to
change by the Company from time to time in its complete and sole discretion. In
the event of any difference between the amount set forth in the most recent
Annual Benefit Statement issued to the Participant and the amount determined
from the Annual Benefits Schedule, the amount determined from the most recent
Annual Benefits Schedule issued

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

(a) Limitations on Amount of Coverage. Notwithstanding any other
---------------------------------
provision of the Plan, the amount of the Participant's life insurance coverage
under the Plan will be limited to the amount of coverage issued by the Insurance
Company on the Participant under this Plan less the Net Cumulative Premiums paid
by the Company. If a Participant commits suicide, the Participant's life
insurance benefit will be limited to the amount of the death benefits paid by
the Insurance Company on Policies issued on the Participant under this Plan less
the Net Cumulative Premiums paid by the Company.

(b) Coverage After Termination of Employment. After termination
----------------------------------------
of employment with the Company for any reason, a Participant will have no life
insurance coverage under this Plan. However, when a Participant terminates
employment, the Participant will have an opportunity to purchase the policy
insuring the Participant under this Plan pursuant to Article IV.

3.2 Insurance Policy. To provide the life insurance coverage under
----------------
the Plan, the Company shall acquire one or more insurance policies ("Policy" or
"Policies") on the life of each Participant. Except as otherwise specifically
provided, the Company will be the owner and hold all the incidents of ownership
in these Policies, including the rights to borrow and make withdrawals from any
Policies, and the entire interest in the cash value with respect to these
Policies shall belong to the Company. The Company may withdraw cash value from a
Policy up to the Net Cumulative Premiums paid by the Company on the Policy at

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

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

3.3 Assignment. A Participant may assign, revocably or irrevocably,
----------
to one or more individuals or trustees all or any part of the right, title,
claim, interest, benefit and all other incidents of ownership which he or she
may have in any Policies providing his or her life insurance coverage under this
Plan. Such assignee shall then have all rights and obligations which have been
assigned and otherwise are the Participant's under this Plan. In the event that
there has been such an assignment, the term Participant shall mean the
Participant's assignee (or any subsequent assignee) as the context requires, in
connection with ownership, actions, elections, or other events concerning life
insurance coverage on the Participant.

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3.4 Payment of Premiums and Contributions. All premiums for life
-------------------------------------
insurance coverage under this Plan while a Participant is employed with the
Company will be paid by the Company. The Participant will be required each year
to reimburse to the Company an amount equivalent to the Economic Benefit of this
coverage.

3.5 Lump Sum Death Benefit. The Company will provide all life
----------------------
insurance benefits payable under the Plan through a lump sum life insurance
benefit paid directly from the Insurance Company to the Participant's
Beneficiary under a split dollar life insurance program.

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


ARTICLE IV

OPTION TO PURCHASE INSURANCE POLICY ON TERMINATION OF EMPLOYMENT
----------------------------------------------------------------


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

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

-9-

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

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

-10-

ARTICLE V

OPTION TO PURCHASE INSURANCE POLICY UPON ELIMINATION OF COVERAGE
----------------------------------------------------------------


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


ARTICLE VI

BENEFICIARY DESIGNATION
-----------------------

6.1 Designation of Beneficiary. Each Participant (or his or her
--------------------------
assignee in the case of an assignment of the Participant's life insurance
coverage pursuant to Section 3.3 of this Plan) shall have the right to designate
a Beneficiary or Beneficiaries to whom payment of the Participant's life
insurance benefit under this Plan shall be made in the event of the
Participant's death. Such designation shall be made on a form prescribed by and
delivered to the Company. Except where such designation is irrevocable, the
Participant shall have the right to change or revoke any such designation from
time to time by filing a new designation or notice of revocation with the

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

6.2 Failure to Designate Beneficiary. If a Participant shall fail to
--------------------------------
designate a Beneficiary before his or her demise, or if no designated
Beneficiary survives the Participant, the Committee shall direct the Insurance
Company to make payment under this Plan to the Participant's spouse, if the
Participant was married at the time of death, or otherwise to the executor or
administrator for the Participant's estate.

ARTICLE VII

ADMINISTRATION
--------------

7.1 Administrator. The Board shall appoint a Committee consisting of
-------------
three or more persons to administer the Plan and shall have authority to appoint
and remove members from the Committee. The Committee shall have the
administrative responsibilities hereinafter described with respect to the Plan.
Whenever any action is required or permitted to be taken in the

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

7.2 Powers and Duties. The Committee, or its delegates, shall maintain and
-----------------
keep (or cause to be maintained and kept) such records as are necessary for the
efficient operation of the Plan or as may be required by any applicable law,
regulation or ruling and shall provide for the preparation and filing of such
forms, reports, information, and documents as may be required to be filed with
any governmental agency or department and furnished to Participants and/or
Beneficiaries.

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

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

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

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

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

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

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

7.3 Claims Procedure. The right of any Participant or Beneficiary
----------------
to receive a benefit hereunder and the amount of such benefit shall be
determined in accordance with the procedures for determination of benefit claims
established and maintained by the Committee in compliance with the requirements
of Section 503 of ERISA.

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ARTICLE VIII

AMENDMENT AND TERMINATION OF PLAN
---------------------------------

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

ARTICLE IX

MISCELLANEOUS
-------------

9.1 ERISA Plan. This Plan is covered by Title I of the Employee
----------
Retirement Income Security Act of 1974 ("ERISA") as a welfare benefit plan. The
Company is the "named fiduciary" of the Plan for purposes of Section 402(a) (2)
of ERISA.

9.2 Employment Not Guaranteed. Nothing contained in this Plan nor any
-------------------------
action taken hereunder shall be construed as a contract of employment or as
giving any Participant any right to be retained in employment with the Company
or its Affiliates.

9.3 Protective Provisions. Each Participant shall cooperate with the
---------------------
Company by furnishing any and all information requested by the Company in order
to facilitate the payment of benefits hereunder, taking such physical
examinations as the

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

9.4 Arbitration. Any controversy or claim arising out of or relating
-----------
to this Plan, or the breach thereof, shall be settled by arbitration in
accordance with the Employment Dispute Resolution Rules of the American
Arbitration Association, and judgment upon the award rendered by the
arbitrator(s) may be entered in any court having jurisdiction thereof. The
arbitration shall occur in Los Angeles, California. The fees and expenses of any
arbitration shall be awarded by the arbitrator(s).

9.5 Gender, Singular & Plural. All pronouns and any variations
-------------------------
thereof shall be deemed to refer to the masculine, feminine, or neuter, as the
identity of the person or persons may require. As the context may require, the
singular may be read as the plural and the plural as the singular.

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9.6 Captions. The captions of the articles, sections and paragraphs of
--------
this Plan are for convenience only and shall not control or affect the meaning
or construction of any of its provisions.

9.7 Validity. In the event any provision of this Plan is held invalid,
--------
void or unenforceable, the same shall not affect, in any respect whatsoever,
the validity of any other provisions of this Plan, and this Plan shall be deemed
to be modified to the least extent possible to make it valid and enforceable in
its entirety.

9.8 Notices and Elections. Any notice or election required or permitted
---------------------
to be given to the Company or the Committee under the Plan shall be sufficient
if in writing and hand delivered, or sent by registered or certified mail, to
the principal office of the Company, directed to the attention of the President.
Such notice or election shall be deemed given as of the date of delivery or, if
delivery is made by mail, as of the date shown on the postmark on the receipt
for registration or certification.

9.9 Notice to Insurance Company. The Company shall be responsible for
---------------------------
notifying the Insurance Company which issues any Policy or Policies under this
Plan of any changes in the ownership rights and interests of the Participant
and the Company and of any changes in the Beneficiaries to receive death
benefits under the Plan, and the Insurance Company shall be entitled to rely
upon such notification received from the Company.

9.10 Applicable Law. This Plan shall be construed, regulated and
---------------
administered in accordance with the laws of the

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

9.11 Waiver of Breach. The waiver by the Company of any provision of
----------------
this Plan shall not operate or be construed as a waiver of any subsequent breach
by the Participant.

9.12 Benefit. The rights and obligations of the Company under this
-------
Plan shall inure to the benefit of, and shall be binding upon, the successors
and assigns of the Company.

ARTICLE X

DISCLAIMER OF RESPONSIBILITIES FOR TAX CONSEQUENCES
---------------------------------------------------

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

-18-

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


KORN/FERRY INTERNATIONAL

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

Attest:

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

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

ANNUAL BENEFITS SCHEDULE
------------------------


================================================================================

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

================================================================================

Page 1


KORN/FERRY INTERNATIONAL
WORLDWIDE EXECUTIVE BENEFIT
LIFE INSURANCE PLAN
FOR U.S. EXECUTIVES
ANNUAL BENEFITS SCHEDULE
------------------------


JANUARY 1, 1997 TO APRIL 30, 1997
--------------------------------------------------------------------

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

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

--------------------------------------------------------------------

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


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

Page 2








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

ANNUAL BENEFITS SCHEDULE


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

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

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

----------------------------------------------------------------

a. Coverage increases effective June 1


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