Exhibit 10.1(b)
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                    SECOND AMENDMENT TO EMPLOYMENT AGREEMENT
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         This Agreement (the "Amendment") is a Second Amendment to the
Employment Agreement dated September 1, 1999 and as amended by the First
Amendment to the Employment Agreement dated March 6, 2002 (as amended, the
"Agreement") by and between W.T. Wamberg (the "Executive") and Clark/Bardes,
Inc. and Clark/Bardes Consulting, Inc. (the "Company") which the parties have
made and entered into as of the 1st day of May, 2003.

                                  INTRODUCTION

         The Executive and the Company are parties to the Agreement pursuant to
which the Company offered employment to the Executive and the Executive accepted
such offer of employment on the terms set forth in the Agreement. The Company
and the Executive have mutually agreed on certain changes in the Executive's
perquisites. Accordingly, the Executive and the Company desire to amend
Paragraph 5(c) of the Agreement to confirm these changes.

                               TERMS OF AMENDMENT

1.       Paragraph 5(c) is amended by deleting section 3 which currently reads:

         "(3) provide the Executive with the use of an automobile that the
         Company leases in its own name and for which the Company pays all
         insurance premiums, and that is acceptable to the Company and to the
         Executive, and the Company shall also pay all expenses for the upkeep
         and operation of such automobile as documented by the Executive;".

2.       Paragraph 5(c) is further amended by replacing section 3 with the
         following:

         "(3) provide the Executive a monthly automobile allowance in the amount
         of $1,333.05 through the Company's payroll system and adjust the amount
         of such allowance each subsequent March 1st while this agreement
         remains in effect by the change in the Consumer Price Index and include
         this allowance in the Executive's taxable compensation.

3.       This Amendment shall be attached to and form a part of the Agreement
         between the Executive and the Company. Except as modified by the
         Amendment, the Agreement shall remain in full force and effect without
         modification. This Amendment may be executed in one or more
         counterparts, all of which taken together shall constitute one and the
         same instrument.


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IN WITNESS WHEREOF, W.T. WAMBERG AND CLARK/BARDES, INC. HAVE DULY ACKNOWLEDGED
THIS AMENDMENT TO THE EMPLOYMENT AGREEMENT DATED SEPTEMBER 1, 1999 AND
ACKNOWLEDGE THAT EACH PARTY HAS READ, UNDERSTANDS AND ACCEPTS THE CONTENTS OF
THIS AMENDMENT, AND THAT EACH PARTY HAS EXECUTED THIS AMENDMENT EFFECTIVE AS OF
THE DATE FIRST WRITTEN ABOVE.



W.T. WAMBERG                                CLARK/BARDES, INC.



/s/ W.T. Wamberg                            By: /s/ Tera Mears
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7/8/03                                      Its: V.P. and Corporate Secretary
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Date


                                            7/8/03
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                                            Date