POLICY MEMORANDUM
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To:   File

From: Everett S. Liddell

Date: November 26, 1996

Re:   Non-Qualified Supplemental Executive Retirement Plan ("SERP") Covering
      Officer-Employees of Cleo Inc (the "Company") and its subsidiaries in the
      United States
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1.    With the approval of the Board of Directors, effective January 1, 1996, a
      SERP is instituted covering the officers of the Company and its
      subsidiaries in the United States who are also employees thereof;

2.    Commencing with the calendar year 1996, the Company will, for each year in
      which the Company makes a contribution to the Cleo Inc Profit Sharing Plan
      or such other profit sharing plan then maintained for the benefits of the
      employees of the company ("Plan"), incur and accrue on its books as a
      liability to each such officer of the Company, an amount equal to the
      product of (x) the percentage then used in deriving the dollar amount
      approved by the Company's Board of Directors as the Company's contribution
      to the Plan for such calendar year, and (y) the difference between each
      such Company officer's total cash compensation for such calendar year and
      the dollar amount of the compensation limitation imposed by Section 401(a)
      (17) of the Internal Revenue Code of 1986, as amended;

3.    The accruals on the Company's books required by paragraph "2" above will
      be entered on the books of the Company for the benefit of each such
      officer on the same basis that accruals are entered on the books of the
      Company for its Plan participants,

4.    The amounts so accrued on the books of the Company as required by
      paragraph "2" above shall thereafter be adjusted to reflect the investment
      performance of the Plan, at the same time as if such accrued amounts had
      been invested in the plan during such period; 

5.    All accrued amounts due to such an officer pursuant to the SERP shall be
      deemed vested and payable in accordance with and pursuant to the pertinent
      provisions of the Plan;

6.    All amounts payable by the Company to any officer (or to his or her
      designated beneficiary in the event of such officer's death) for whose
      benefit amounts have been accrued on the Company's books under the
      provision of the SERP shall represent an unsecured debt of the Company and
      the Company shall not be required to escrow or otherwise segregate any
      money or other property on account of its obligation hereunder;

7.    Nothing herein contained shall be construed to affect the status or nature
      of the employment with the Company of each officer covered by the SERP and
      such employment shall continue to be an employment at will, unless
      otherwise expressly provided in writing between the Company and such
      officer; and

8.    Each officer-employee of the Company shall as a condition precedent to
      entitlement of SERP participation execute and deliver to the Company a
      form of designation of beneficiary of the SERP amount which has been
      accrued for such officer's benefit in the event of his or her death, an
      acknowledgment of receipt of a copy of this memorandum and an agreement to
      be bound by the provisions hereof.