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                                                                  EXHIBIT 10(ii)









                                September 8, 1998

Mr. Edward Kuehnle
17 Devonshire Land
Mendham, NJ  07945

Dear Ed:


         We are delighted to offer you employment and new career opportunities
at IRI. The purpose of this letter is to summarize our verbal offer to you.

         You will be employed as Division President for Customer Sales and
Service, reporting to me. Your base salary will be $265,000 per year, your next
review date will be May 1, and annually each May thereafter. Your May 1, 1999
increase will be pro-rated based on your start date. Your initial annual bonus
target will be 35% of your base salary, and your final bonus will be based on
your performance and IRI's bonus plan formula. You will not be bonus eligible
for 1998. We will also provide you with a $40,000 sign on bonus payable 30 days
after your start date. You will be required to repay the sign on bonus to IRI,
if you are terminated for cause or you voluntarily resign your position before
your one year anniversary.

         You will enjoy all employee benefits and perquisites available
generally to the other senior executive officers of the Company. This includes
IRI's flexible benefits program which consists of health and welfare plans, life
insurance, disability, 401(k) plan, holidays, personal leave, sick leave and
vacation allowance (four weeks vacation per year), and IRI's new Executive
Deferred Compensation Program.

         As we have discussed, your assignment will initially be located in
Fairfield, NJ. However, we will expect you to relocate to Chicago no later than
October 1, 1999. This relocation to the Corporate office is mandatory and is
non-negotiable. You also will receive IRI's comprehensive relocation package for
senior executives which includes relocation assistance in planning your move to
Chicago from a third party relocation company. You'll find the services first
class. Enclosed is information regarding IRI's benefits and relocation package.
Please contact Gary Newman directly regarding questions pertaining to IRI's
benefits and relocation assistance.

         On your start date, the Company will grant you 60,000 options under its
senior management Stock Option Plan, to be evidenced by the Company's customary
form of stock option agreement. For these 60,000 options, one-third will vest
after two years of service and then another third after each anniversary of the
starting date of your employment. You will also be eligible based on
performance, additional annual stock option grants with approval from IRI's
Compensation Committee.



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Mr. Ed Kuehnle
September 8, 1998
Page 2

         Should a "change of control" (defined as the sale of the Company,
whether by merger or otherwise, or the acquisition of more than 25% of the
company's common stock by an acquirer, or group acting in concert) occur during
your employment, the following will apply. If a change in control occurs before
the second anniversary of your employment and you leave the Company within one
year thereafter for any reason (other than for cause), your options (including
any granted to you in the future) will continue to vest and become exercisable
(until 30 days after the last options vest) in accordance with their vesting
schedules notwithstanding the termination of your employment. If a change in
control occurs after the second anniversary of your employment, all your
unvested options will immediately vest and become exercisable.

         Upon starting with the Company, you will be expected to execute a
customary noncompetition and confidentiality agreement (attached). Should your
employment be terminated (including a reduction in responsibility) for any
reason other than for cause, death or your voluntary resignation (except in case
of resignation within one year following a change in control), you will continue
for the next twelve months to receive all benefits including your base salary
then in effect. Again, if your employment terminates for cause, or as the result
of your death, or your voluntary resignation (except for change of control as
stated above) you will receive no severance benefits. Also, any options that
would otherwise vest in the succeeding 18 month period following such
termination not otherwise vested pursuant to the above change in control
provision will vest immediately.

         Ed, everyone is extremely excited about your joining our team. We know
you can make a difference for IRI, and believe we can offer you the challenges
and career opportunities you desire. On behalf of the Company and our entire
senior management team, we are looking forward to your joining IRI and our team.

                                   Sincerely,



                                  Jim Chambers
                                  Group President


Accepted this 7th day of Ocotober, 1998


-----------------------------------------
               Ed Kuehnle


cc:   Gary Newman
      Gian Fulgoni




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SEPTEMBER 11, 1998

Mr. Ed Kuehnle
17 Devonshire Lane
Mendham, NJ  07945-1860

Dear Ed:

This letter will amend our September 8, 1998 offer letter regarding your
employment at IRI as Division President of Consumer Sales and Service.

Your assignment will initially be located in Fairfield, NJ. Then, we will expect
you to relocate to Chicago no later than October 1, 1999. However, if family
circumstances make this difficult for you to complete, we will extend this time
to July 1, 2000. If your final relocation is delayed until July 2000, we will
expect you to work in Chicago 4 days a week starting on October 1, 1999
(Obviously, you will be on business travel and may be on the east coast for
business). We will provide you temporary living until July 1, 2000 and the
ability to fly home on weekends.

I hope this amended language confirms our earlier conversation on Thursday. I
will contact Linda tomorrow morning to answer her additional questions and will
call you over the weekend to touch basis with you.

Sincerely,



Jim Chambers
Group President, US Commercial Businesses


cc:  Gary Newman







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SEPTEMBER 15, 1999



Mr. Ed Kuehnle
17 Devonshire Lane
Mendham, NJ  07945-1860

Dear Ed:

This letter will amend our September 8, offer of employment and the September
11, amended letter. In addition to the benefits you already received, this will
confirm you will receive the following additional benefits.

**   As a Division President you will be able to fly first class air as long as
     the travel is booked by IRI's travel department. We fly American and due to
     the level of business and our executives travel first class. International
     flying is business class.

**   You will receive 4 vacation days in 1998. We would request you take these
     days during the last week of December (Dec. 28-31). In 1999, you will
     receive 20 days of vacation and it will be between you and Jim Chambers
     when you can take vacation.

**   We will pay you your signing bonus on January 15th. This will allow you the
     opportunity to defer the bonus into our Executive Deferral Compensation
     Plan (EDCP) pre tax after January 1, 9999. We will be sitting down with you
     in October to explain the EDCP and how and where (specific funds) you can
     defer your bonus on a pre tax basis.

I believe this covers all of the items we have discussed. Please let me know if
you have any questions. You will go through a comprehensive benefits orientation
on your first day. However, if you want to do this before you start, I can
arrange for my staff to meet with you prior to enroll you in our benefits.

Sincerely,



Gary Newman