FIRST AMENDMENT TO AMENDED AND RESTATED
                                CREDIT AGREEMENT

         This First  Amendment to Amended and Restated  Credit  Agreement  (this
"Amendment") is executed as of August 23, 2000, by and among CLARK/BARDES, INC.,
a Delaware corporation  ("Borrower "), BANK ONE, TEXAS, N.A., a national banking
association  ("Agent"),  as  administrative  agent  for  itself  and such  other
entities  from time to time  designated  as "Lenders"  under the Loan  Agreement
(herein defined) (the "Lenders"), and such LENDERS.

                                  WITNESSETH:

         WHEREAS,  Borrower, Agent and Lenders entered into that certain Amended
and Restated Credit Agreement,  dated as of December 28, 1999, pursuant to which
Lenders  agreed to make  available to Borrower a Credit  Facility in the maximum
amount  of  $  100,000,000  (as  heretofore  or  hereafter  amended,  the  "Loan
Agreement") (each capitalized term used herein,  but not otherwise defined shall
have the same meaning given to it in the Loan Agreement); and

         WHEREAS,  Borrower has requested that the (i) Working Capital  Sublimit
be increased from $5,000,000 to $10,000,0000,  (ii) that the advance rate in the
Borrowing  Base be  increased,  (iii) that certain  changes be made to financial
covenant calculations; and

         WHEREAS, Frost National Bank has been added as a Lender as reflected on
the revised Commitment Schedule attached hereto; and

         WHEREAS, Borrower has requested and Lenders have agreed to increase the
amount available under the Loan Agreement from $100,000,000 to $114,3 00,000 and
each Lenders' respective  commitment amount has changed accordingly as reflected
on the Commitment Schedule.

         NOW,  THEREFORE,  in  consideration  of the  covenants,  conditions and
agreements hereinafter set forth, and for other good and valuable consideration,
the receipt and adequacy of which are all hereby acknowledged,  Borrower,  Agent
and Lenders hereby covenant and agree as follows:

                             ARTICLE I - AMENDMENTS

     Section 1. 1 Definitions.  The following definitions contained in Article I
of the Loan Agreement are hereby amended and restated in their entirety as:

                  "Leverage Ratio " means,  as of any date of  calculation,  the
                  ratio of (i) Consolidated Funded  Indebtedness  outstanding on
                  such date to (ii) Consolidated  EBITDA for the Borrower's then
                  most-recently  ended  four  fiscal  quarters,  minus  Earn Out
                  Payments  (other than Earn Out  Payments  made to Tom Wamberg)
                  made during such period.

                  "Net Present  Value of Renewals  "means an amount equal to the
                  product of (i) one minus the Assumed Expense Allowance,  times
                  (ii) the Present Value of Renewals.

                  "Working  Capital Sublimit means that portion of the Revolving
                  Credit  Facility  which shall be used for working  capital and
                  other  general  corporate  purposes,  which  shall not  exceed
                  $10,000,000."  The  definition  of Debt to  Capitalization  is
                  hereby added as follows:

                  "Debt  to  Capitalization  Ratio"  means,  as of any  date  of
                  determination,  the ratio  (expressed as a percentage)  of (a)
                  total  funded  debt of  Borrower  to (b) the sum of (i)  total
                  funded  debt of  Borrower  plus  (ii)  shareholders  equity as
                  reflected on Borrower's  balance sheet  prepared in accordance
                  with Agreement Accounting Principles.

         The  definition  of  Calculation  Leverage  Ratio  is  hereby  added as
follows:

                  "Calculation  Leverage  Ratio  "  means,  as of  any  date  of
                  calculation, the ratio of (1) Consolidated Funded Indebtedness
                  outstanding on such date to (ii)  Consolidated  EBITDA for the
                  Borrower's then most-recently ended four fiscal quarters.

                  "Earn Out  Payments"  means any  payment  by  Borrower  or any
                  Subsidiary  to the former owner of assets or equity  interests
                  which  were  acquired  by  Borrower  or  such   Subsidiary  as
                  additional acquisition consideration after the closing date of
                  such Acquisition.

     Section 1.2.  Fixed  Charize  Coverage  Ratio.  Section  6.25.1 of the Loan
Agreement    is    hereby     replaced    in    its,     entirety    with    the
following provision:

                  6.25.1  Fixed Charge  Coverage  Ratio.  The Borrower  will not
         permit  the  ratio,  determined  as of the end of  each  of its  fiscal
         quarters for the then most-recently ended four fiscal quarters,  of (i)
         Consolidated EBITDA minus Consolidated Capital Expenditures minus taxes
         paid during such period,  minus Earn Out  Payments  (other than Eam Out
         Payments  made  to  Tom  Wamberg)  made  during  such  period  to  (ii)
         Consolidated  Interest  Expense,  plus current  maturities of principal
         Indebtedness   (including   Capitalized  Lease   Obligations),plus  any
         Permitted Repurchases (other than ESPP Repurchases), all calculated for
         the Borrower and its  Subsidiaries on a consolidated  basis, to be less
         than 1.25 to 1.00.

     Section 1.3.  Maximum Debt to  Capitalization.  Section  6.25.4 of the Loan
Agreement is hereby added as follows:

                  6.25.4  Maximum Debt to Capitalization. The Borrower will not
         permit the Debt to Capitalization Ratio to be, as of the last day of
         each of its fiscal quarters, greater than 65%.

     Section 1.4.  Financial  Reportin . Section 6. 1 (i) is hereby  amended and
restated in its entirety as follows:

         (i)  Within 90 days  after the close of each of its  fiscal  years,  an
         unqualified  audit report  certified by  independent  certified  public
         accountants  acceptable  to the Lenders,  prepared in  accordance  with
         Agreement  Accounting  Principles on a consolidated  and  consolidating
         basis   (consolidating   statements  need  not  be  certified  by  such
         accountants)  for Borrower,  Parent and their  Subsidiaries,  including
         balance  sheets as of the end of such period,  related  profit and loss
         and  reconciliation  of surplus  statements,  and a  statement  of cash
         flows,   accompanied  by  any  management   letter   prepared  by  said
         accountants,  and as soon as possible  but in no event later than April
         30 of each  calendar  year,  effective  as of September 30 of the prior
         calendar year, a self-prepared report, which has been reviewed by Ernst
         & Young LLP, or such other independent certified public accounting firm
         acceptable to Agent  confirming that the inforce  insurance  numbers in
         the year end Borrowing Base compliance  certificate  have been reviewed
         with any discrepancies noted.

         Section 1.5. New Loan Amounts,  Commitment Schedule and Notes.  Lenders
have agreed to increase the credit  facilities  evidenced by the Loan Agreement,
as set forth on the amended  Commitment  Schedule  attached  hereto and Borrower
shall execute new promissory  notes,  in the forms attached as Exhibits E- I and
E-2 to the Loan Agreement,  in favor of each Lender and in the amounts set forth
on the Commitment Schedule.

     Section  1.6.  New  Pricing  Schedule.  The  Pricing  Schedule  to the Loan
Agreement is replaced with the revised Pricing  Schedule attached hereto.

         Section 1.7. Representations and Warranties. Borrower hereby represents
and warrants to Agent and to Lenders that (i) all representations and warranties
made by  Borrower  in the Loan  Agreement  as of the date  thereof  are true and
correct as of the date hereof,  as if such  representations  and warranties were
recited  herein in their  entirety  and (ii)  Borrower  is not in default of any
covenant or agreement contained in the Loan Agreement.

         Section 1.8.  Acquisitions.  The "basket"  for  Permitted  Acquisitions
during any 12 month period  contained in Section 6.14 (b) of the Loan  Agreement
is hereby  reset  after the  consummation  of the  acquisition  of  Compensation
Resource  Group,   with  the  effect  that  no  prior   Acquisition,   including
Compensation  Resource  Group,  shall be  included  in the  calculation  of such
"basket".


                            ARTICLE II - MISCELLANEOUS

         Section 2. 1. Conditions Precedent.  As conditions precedent to closing
this Amendment,  Borrower and the Guarantors,  shall have executed and delivered
to Agent this  Agreement  and Borrower  shall have paid to Agent and the Lenders
all fees due and owing upon the execution of this Agreement.

         Section  2.2.  Continuation  Effect.  Except as  modified  and  amended
hereby, the Loan Agreement and other Loan Documents are and shall remain in full
force and effect in accordance with their terms.

     Section 2.3. Bindiniz Agreement.  This Amendment shall be binding upon, and
shall  inure to the  benefit of, the  parties' respective representatives,
successors and assigns.

         Section 2.4. Nonwaiver of Events of Default. Neither this Amendment nor
any other  document  executed in  connection  herewith  constitutes  or shall be
deemed (a) a waiver  of, or  consent  by Agent or any Lender to, any  default or
event of  default  which  may  exist or  hereafter  occur  under any of the Loan
Documents,  (b) a waiver by Agent or any Lender of any of Borrower's obligations
under the Loan Documents,  or (c) a waiver by Agent or any Lender of any rights,
offsets,  claims,  or other  causes  of  action  that  Lender  may have  against
Borrower.

         Section 2.5. No Defenses. Borrower, by its execution of this Amendment,
hereby  declares  that  to its  knowledge,  it has no  set-offs,  counterclaims,
defenses or other causes of action  against  Agent or any Lender  arising out of
the Loan Agreement,  any documents  mentioned  herein or otherwise;  and, to the
extent any such known setoffs, counterclaims, defenses or other causes of action
may exist, such items are hereby waived by Borrower.

         Section 2.6. Payment of Expenses. Borrower agrees to pay to each Lender
the reasonable  attorneys'fees  and expenses of such Lender's  counsel and other
expenses incurred by Lender in connection with this Amendment.

         Section 2.7.  Counterparts.  This  Amendment may be executed in several
counterparts,  all of which  are  identical,  each of which  shall be  deemed an
original,  and all of which  counterparts  together shall constitute one and the
same instrument,  it being understood and agreed that the signature pages may be
detached from one or more of such  counterparts  and combined with the signature
pages  from any  other  counterpart  in order  that one or more  fully  executed
originals may be assembled.

         Section 2.8.  Choice of Law. THIS  AMENDMENT  SHALL BE GOVERNED BY, AND
CONSTRUED  IN  ACCORDANCE  WITH,  THE LAWS OF THE STATE OF TEXAS,  EXCEPT TO THE
EXTENT FEDERAL LAWS PREEMPT THE LAWS OF THE STATE OF TEXAS.

         Section 2.9. Entire Apreement. This Amendment,  together with the other
Loan Documents,  contain the entire  agreements  between the parties relating to
the  subject  matter  hereof  and  thereof.  This  Amendment  and the other Loan
Documents may be amended,  revised, waived,  discharged,  released or terminated
only by a written instrument or instruments, executed by the party against which
enforcement  of  the  amendment,   revision,   waiver,  discharge,   release  or
termination is asserted.  Any alleged amendment,  revision,  waiver,  discharge,
release or termination  which is not so documented  shall not be effective as to
any party.

         THIS  AMENDMENT  AND THE  OTHER  LOAN  DOCUMENTS  REPRESENT  THE  FINAL
AGREEMENT BETWEEN THE PARTIES RELATED TO THE SUBJECT MATTER HEREIN CONTAINED AND
MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL
AGREEMENTS OF THE PARTIES.  THERE ARE NO UNWRITTEN ORAL  AGREEMENTS  BETWEEN THE
PARTIES.

         IN WITNESS WHEREOF, this Amendment is executed effective as of the date
first written above.

                                            BORROWER:

                           CLARK/BARDES, INC., a Delaware corporation,

                           By: /s/ Thomas M. Pyra
                            --------------------------------------------------
                           Print Name: Thomas M. Pyra
                                   ------------------------------------------
                           Title:  Chief Financial Officer
                                 --------------------------------------------

                             102 S. Wynstone Park Drive, Suite 200
                             N. Barrington, Illinois 60010
                             Attention: W. T. Wamberg and Tom Pyra
                             Telephone: (847) 304-5800
                             FAX: (847) 304-5878



<PAGE>



COMMITMENTS:                         LENDERS:
Term: $7,717,000                     BANK ONE, TEXAS, N.A., a national banking
Revolving: $27,283,000               association,
                                     Individually and as Agent


                            By: /s/ J. Patrick Brockette
                              -------------------------------------------------
                            Print Name: J. Patrick Brockette
                                      -----------------------------------------
                            Title: Vice President
                                -----------------------------------------------

                            1717 Main Street; Third Floor
                            Dallas, Texas 75201
                            Attention: Pat Brockette
                            Telephone: (214) 290-1543
                            FAX: (214) 290-2305



Term: $6,614,000             U.S. BANK NATIONAL ASSOCIATION, a national banking
Revolving: $23,386,000       association, Individually and as Co-Agent


                             By: /s/ Jason Tornow
                              -------------------------------------------------
                             Print Name: Jason Tornow
                                      -----------------------------------------
                             Title: Corporate Banking Officer
                                -----------------------------------------------

                             601 Second Avenue South
                             Minneapolis, Minnesota 55402-4302
                             Attention: Jose A. Peris
                             Telephone: (612) 973-0551
                             FAX: (612) 973-0832



Term: $5,357,000            LASALLE BANK NATIONAL ASSOCIATION,
Revolving: $18,943,000      a national banking association (f/k/a LaSalle
                            National Bank)


                              By: /s/ Richard J. Melnick
                              -------------------------------------------------
                              Print Name: Richard J. Melnick
                                      -----------------------------------------
                              Title: First Vice President
                                -----------------------------------------------

                             135 South LaSalle Street
                             Chicago, Illinois 60603
                             Attention: Richard J. Melnick
                             Telephone: (312) 904-7117
                             FAX: (312) 904-6353


<PAGE>

Term: $3,307,000            COMPASS BANK, an Alabama state bank
Revolving: $11,693,000
                            By:  /s/ Brian Ford
                                ----------------------------------------------
                            Print Name:  Brian Ford
                                        -------------------------------------
                            Title: Corporate Banking Officer
                                  --------------------------------------------

                             8080 N. Central Expressway, Suite 250
                             Dallas, Texas 75206
                             Attention: Brian Ford
                             Telephone: (214) 706-8043
                             FAX: (214) 890-8625


Term: $2,205,000            FROST NATIONAL BANK, a national banking association
Revolving: $7,795,000
                            By: /s/ Chris Holder
                                ----------------------------------------------
                            Print Name:  Chris Holder
                                        --------------------------------------
                            Title: Senior Vice President
                                  --------------------------------------------

                            2727 N. Harwood, 10' Floor
                            Dallas, Texas 75201
                            Attn: Chris Holder
                            Telephone: (214) 515-4960
                            FAX: (214) 515-4955



<PAGE>



                              CONSENT OF GUARANTOR


The  undersigned  Guarantor  each  hereby (a)  acknowledges  its consent to this
Amendment,  (b) ratifies and confirms all terms and  provisions of the Unlimited
Guaranty dated January 15, 1999, (c) agrees that such Unlimited  Guaranty is and
shall  remain in full force and effect with  respect to the Loans,  as increased
hereby,  (d)  acknowledges  that  there  are no claims or  offsets  against,  or
defenses or  counterclaims  to, the terms and provisions of and the  obligations
created  and  evidenced  by  such  Unlimited  Guaranty,  and (e)  reaffirms  all
agreements and  obligations  under such  Unlimited  Guaranty with respect to the
Loan Agreement,  the Notes,  the Loans and all other  documents,  instruments or
agreements  governing,  securing or pertaining to the Loans,  as the same may be
modified and increased by this Amendment.

         EXECUTED this 23rd day of August, 2000.

                   GUARANTOR:

                   CLARK/BARDES HOLDINGS, INC. a Delaware corporation


                   By: /s/ Thomas M. Pyra
                       -------------------------------------------------
                   Print Name: Thomas M. Pyra
                               -----------------------------------------
                   Title: Chief Financial Officer
                         -----------------------------------------------



<PAGE>
<TABLE>
<S>                               <C>                <C>              <C>              <C>

                               Commitment Schedule

---------------------------- ---------------- ---------------- ---------------- ----------------
          Lender                Term Loan        Revolving          Total         Commitment
                               Commitment       Commitment       Commitment       Percentage
---------------------------- ---------------- ---------------- ---------------- ----------------
---------------------------- ---------------- ---------------- ---------------- ----------------
1. Bank One, Texas             $7,717,000       $27,283,000      $35,000,000        30.621%
---------------------------- ---------------- ---------------- ---------------- ----------------
---------------------------- ---------------- ---------------- ---------------- ----------------
2. US Bank                     $6,614,000       $23,386,000      $30,000,000        26.247%
---------------------------- ---------------- ---------------- ---------------- ----------------
---------------------------- ---------------- ---------------- ---------------- ----------------
3. LaSalle Bank                $5,357,000       $18,943,000      $24,300,000        21.260%
---------------------------- ---------------- ---------------- ---------------- ----------------
---------------------------- ---------------- ---------------- ---------------- ----------------
4. Compass Bank                $3,307,000       $11,693,000      $15,000,000        13.123%
---------------------------- ---------------- ---------------- ---------------- ----------------
---------------------------- ---------------- ---------------- ---------------- ----------------
5. First National Bank         $2,205,000       $7,795,000       $10,000,000        8.749%
---------------------------- ---------------- ---------------- ---------------- ----------------
---------------------------- ---------------- ---------------- ---------------- ----------------
                    Totals:    $25,200.000      $89,100,000     $114,300,000         100%
---------------------------- ---------------- ---------------- ---------------- ----------------

</TABLE>


<PAGE>

<TABLE>
<S>                                 <C>            <C>                <C>               <C>             <C>

                                                           PRICING SCHEDULE

--------------------------------------------------------------------------------------------------------------------
        APPLICABLE              LEVEL I          LEVEL 11          LEVEL III         LEVEL IV          LEVEL V
          MARGIN                 STATUS           STATUS            STATUS            STATUS           STATUS
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
      Eurodollar Rate            1.25%            1.625%             2.00%            2.25%             2.50%
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
       Floating Rate             0.00%             0.00%             0.00%            0.25%             0.50%
--------------------------------------------------------------------------------------------------------------------

--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
      APPLICABLE FEE            LEVEL I          LEVEL 11          LEVEL III         LEVEL IV          LEVEL V
           RATE                  STATUS           STATUS            STATUS            STATUS           STATUS
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
      Commitment Fee             0.25%             0.25%             0.35%            0.425%            0.50%
--------------------------------------------------------------------------------------------------------------------
</TABLE>



         For the  purposes  of this  Schedule,  the  following  terms  have  the
following meanings, subject to the final paragraph of this Schedule:

     "Financials"  means the annual or  quarterly  financial  statements  of the
Borrower delivered pursuant to Section 6. 1 (i) or (ii).

         "Level I  Status"  exists  at any  date  if,  as of the last day of the
fiscal quarter of the Borrower  referred to in the most recent  Financials,  the
Calculation Leverage Ratio is less than or equal to 1.00 to 1.00.

         "Level  II  Status"  exists  at any date if,  as of the last day of the
fiscal quarter of the Borrower  referred to in the most recent  Financials,  (i)
the  Borrower  has not  qualified  for Level I Status  and (ii) the  Calculation
Leverage Ratio is less than or equal to 1.50 to 1.00.

         "Level  III  Status"  exists  at any date if, as of the last day of the
fiscal quarter of the Borrower  referred to in the most recent  Financials,  (i)
the  Borrower has not  qualified  for Level I Status or Level 11 Status and (ii)
the Calculation Leverage Ratio is less than or equal to 2.00 to 1.00.

         "Level  IV  Status"  exists  at any date if,  as of the last day of the
fiscal quarter of the Borrower  referred to in the most recent  Financials,  (i)
the Borrower has not qualified for Level I Status,  Level 11 Status or Level III
Status and (ii) the Calculation  Leverage Ratio is less than or equal to 2.50 to
1.00.

         "Level V  Status"  exists  at any  date  if,  as of the last day of the
fiscal quarter of the Borrower  referred to in the most recent  Financials,  (i)
the Borrower has not  qualified for Level I Status,  Level 11 Status,  Level III
Status or Level IV Status and (ii) the  Calculation  Leverage Ratio is less than
or equal to 3.00 to 1.00.

         "Status"  means  either  Level I  Status,  Level II  Status,  Level III
Status, Level IV Status or Level V Status.

         The  Applicable  Margin and  Applicable Fee Rate shall be determined in
accordance with the foregoing table based on the Borrower's  Status as reflected
in the then most  recent  Financials.  Adjustments,  if any,  to the  Applicable
Margin or  Applicable  Fee Rate shall be effective  five Business Days after the
Agent has received the applicable  Financials.  If the Borrower fails to deliver
the Financials to the Agent at the time required  pursuant to Section 6. 1, then
the Applicable  Margin and  Applicable Fee Rate shall be the highest  Applicable
Margin and Applicable Fee Rate set forth in the foregoing  table until five days
after such Financials are so delivered.



<PAGE>


                      SECOND AMENDED AND RESTATED TERM NOTE


$7,717,000                                                  August 23, 2000

         Clark/Bardes,  Inc., a Delaware corporation (the "Borrower"),  promises
to pay to the order of Bank One,  Texas,  N.A.,  (the  "Lender")  the  aggregate
unpaid principal amount of all Loans made by the Lender to the Borrower pursuant
to  Article  11 of  the  Agreement  (as  hereinafter  defined),  in  immediately
available funds at the main office of Bank One, Texas, N.A. in Dallas, Texas, as
Agent, together with interest on the unpaid principal amount hereof at the rates
and on the  dates  set  forth  in the  Agreement.  The  Borrower  shall  pay the
principal  of and  accrued  and  unpaid  interest  on the  Loans  in full on the
Facility Termination Date and shall make such mandatory payments as are required
to be made  under the terms of Article 11 of the  Agreement.  This Note  amends,
restates (but does not extinguish)  and evidences the  outstanding  indebtedness
evidenced by that certain  Amended and Restated  Term Note,  dated  December 28,
1999 in the original principal amount of $7,500,000,  which amended and restated
that certain Tenn Note, dated January 15, 1999, in the original principal amount
of $9,230,769 (collectively, the "Prior Note"). The liens and security interests
securing the Prior Note continue to secure this Note.

         The Lender shall,  and is hereby  authorized to, record on the schedule
attached  hereto,  or to otherwise record in accordance with its usual practice,
the date and  amount  of each  Loan and the date and  amount  of each  principal
payment hereunder.

         This Note is one of the Term Notes issued  pursuant to, and is entitled
to the  benefits  of, the  Amended and  Restated  Credit  Agreement  dated as of
December  28, 1999  (which,  as it may be amended or modified and in effect from
time to time,  is herein  called  the  "Agreenient"),  among the  Borrower,  the
lenders party  thereto,  including  the Lender,  and Bank One,  Texas,  N.A., as
Agent, to which Agreement  reference is hereby made for a statement of the terms
and  conditions  governing this Note,  including the terms and conditions  under
which this Note may be prepaid or its maturity  date  accelerated.  This Note is
secured  pursuant to the  Collateral  Documents and  guaranteed  pursuant to the
Guaranty, all as more specifically described in the Agreement,  and reference is
made thereto for a statement of the terms and  provisions  thereof.  Capitalized
terms used herein and not  otherwise  defined  herein are used with the meanings
attributed to them in the Agreement.


                             CLARK/BARDES, INC., a Delaware corporation

                             By: Thomas M. Pyra
                              -------------------------------------------------
                             Print Name: Thomas M. Pyra
                                      -----------------------------------------
                             Title: Chief Financial Officer
                                -----------------------------------------------


<PAGE>


                   SECOND AMENDED AND RESTATED REVOLVING NOTE

$27,283,000                                                   August 23, 2000


         Clark/Bardes,  Inc., a Delaware corporation (the "Borrower"),  promises
to pay to the order of Bank One, Texas, N.A. (the "Lender") the aggregate unpaid
principal  amount of all Loans made by the Lender to the  Borrower  pursuant  to
Article 11 of the Agreement (as hereinafter  defined),  in immediately available
funds at the main office of Bank One,  Texas,  N.A. in Dallas,  Texas, as Agent,
together with interest on the unpaid principal amount hereof at the rates and on
the dates set forth in the  Agreement.  The Borrower  shall pay the principal of
and accrued and unpaid interest on the Loans in full on the Facility Tennination
Date and shall make such mandatory payments as are required to be made under the
terms of Article II of the  Agreement. This Note amends, restates (but does not
extinguish) and evidences the outstanding indebtedness evidenced by that certain
Amended and Restated  Revolving  Note,  dated December 28, 1999, in the original
principal  amount of  $22,500,000,  which  amended  and  restated  that  certain
Revolving  Note,  dated  January 15, 1999, in the original  principal  amount of
$10,769,231  (collectively,  the "Prior Note"). The liens and security interests
securing the Prior Note continue to secure this Note.

         The Lender shall,  and is hereby  authorized to, record on the schedule
attached  hereto,  or to otherwise record in accordance with its usual practice,
the date and  amount  of each  Loan and the date and  amount  of each  principal
payment hereunder.

         This Note is one of the  Revolving  Notes  issued  pursuant  to, and is
entitled to the benefits of, the Amended and Restated Credit  Agreement dated as
of December 28, 1999 (which, as it may be amended or modified and in effect from
time to time, is herein called the "Agreement"), among the Borrower, the lenders
party thereto,  including the Lender,  and Bank One,  Texas,  N.A., as Agent, to
which  Agreement  reference  is  hereby  made for a  statement  of the terms and
conditions  governing this Note,  including the terms and conditions under which
this Note may be prepaid or its maturity date accelerated.  This Note is secured
pursuant to the Collateral  Documents and  guaranteed  pursuant to the Guaranty,
all as more  specifically  described  in the  Agreement,  and  reference is made
thereto for a statement of the terms and provisions  thereof  Capitalized  terms
used  herein  and not  otherwise  defined  herein  are used  with  the  meanings
attributed to them in the Agreement.


                              CLARK/BARDES, INC., a Delaware corporation

                              By: /s/ Thomas M. Pyra
                              -------------------------------------------------
                              Print Name: Thomas M. Pyra
                                      -----------------------------------------
                              Title: Chief Financial Officer
                                -----------------------------------------------


<PAGE>


                      SECOND AMENDED AND RESTATED TERM NOTE


$6,614,000                                                    August 23, 2000

         Clark/Bardes,  Inc., a Delaware corporation (the "Borrower"),  promises
to pay to the  order  of U.S.  Bank  National  Association  (the  "Lender")  the
aggregate  unpaid  principal  amount  of all  Loans  made by the  Lender  to the
Borrower  pursuant to Article 11 of the Agreement (as hereinafter  defined),  in
immediately  available  funds at the main  office of Bank One,  Texas,  N.A.  in
Dallas,  Texas, as Agent,  together with interest on the unpaid principal amount
hereof at the rates and on the dates set forth in the  Agreement.  The  Borrower
shall pay the principal of and accrued and unpaid  interest on the Loans in full
on the Facility  Termination Date and shall make such mandatory  payments as are
required  to be made under the terms of Article 11 of the  Agreement.  This Note
amends,  restates  (but  does not  extinguish)  and  evidences  the  outstanding
indebtedness  evidenced by that certain  Amended and Restated  Term Note,  dated
December 28, 1999, in the original principal amount of $7,500,000, which amended
and restated  that certain Term Note,  dated  January 15, 1999,  in the original
principal amount of $9,230,769  (collectively,  the "Prior Note"). The liens and
security interests securing the Prior Note continue to secure this Note.

         The Lender shall,  and is hereby  authorized to, record on the schedule
attached  hereto,  or to otherwise record in accordance with its usual practice,
the date and  amount  of each  Loan and the date and  amount  of each  principal
payment hereunder.

         This Note is one of the Term Notes issued  pursuant to, and is entitled
to the  benefits  of, the  Amended and  Restated  Credit  Agreement  dated as of
December  28, 1999  (which,  as it may be amended or modified and in effect from
time to time, is herein called the "Agreement"), among the Borrower, the lenders
party thereto,  including the Lender,  and Bank One,  Texas,  N.A., as Agent, to
which  Agreement  reference  is  hereby  made for a  statement  of the terms and
conditions  governing this Note,  including the terms and conditions under which
this Note may be prepaid or its maturity date accelerated.  This Note is secured
pursuant to the Collateral  Documents and  guaranteed  pursuant to the Guaranty,
all as more  specifically  described  in the  Agreement,  and  reference is made
thereto for a statement of the terms and provisions  thereof.  Capitalized terms
used  herein  and not  otherwise  defined  herein  are used  with  the  meanings
attributed to them in the Agreement.


                               CLARK/BARDES, INC., a Delaware corporation

                               By: /s/ Thomas M. Pyra
                               ------------------------------------------------
                               Print Name: Thomas M. Pyra
                                      -----------------------------------------
                               Title: Chief Financial Officer
                                -----------------------------------------------


<PAGE>


                   SECOND AMENDED AND RESTATED REVOLVING NOTE


$22,386,000                                                   August 23, 2000


         Clark/Bardes,  Inc., a Delaware corporation (the "Borrower"),  promises
to pay to the  order  of U.S.  Bank  National  Association  (the  "Lender")  the
aggregate  unpaid  principal  amount  of all  Loans  made by the  Lender  to the
Borrower  pursuant to Article 11 of the Agreement (as hereinafter  defined),  in
immediately  available  funds at the main  office of Bank One,  Texas,  N.A.  in
Dallas,  Texas, as Agent,  together with interest on the unpaid principal amount
hereof at the rates and on the dates set forth in the  Agreement.  The  Borrower
shall pay the principal of and accrued and unpaid  interest on the Loans in full
on the Facility  Termination Date and shall make such mandatory  payments as are
required  to be made under the terms of Article 11 of the  Agreement.  This Note
amends,  restates  (but  does not  extinguish)  and  evidences  the  outstanding
indebtedness  evidenced by that certain  Amended and  Restated  Revolving  Note,
dated December 28, 2000 in the original  principal amount of $22,500,000,  which
amended and restated that certain Revolving Note, dated January 15, 1999, in the
original principal amount of $10,769,231  (collectively,  the "Prior Note"). The
liens and security  interests  securing  the Prior Note  continue to secure this
Note.

         The Lender shall,  and is hereby  authorized to, record on the schedule
attached  hereto,  or to otherwise record in accordance with its usual practice,
the date and  amount  of each  Loan and the date and  amount  of each  principal
payment hereunder.

         This Note is one of the  Revolving  Notes  issued  pursuant  to, and is
entitled to the benefits of, the Amended and Restated Credit  Agreement dated as
of December 28, 1999 (which, as it may be amended or modified and in effect from
time to time, is herein called the "Agreement"), among the Borrower, the lenders
party thereto,  including the Lender,  and Bank One,  Texas,  N.A., as Agent, to
which  Agreement  reference  is  hereby  made for a  statement  of the terms and
conditions  governing this Note,  including the terms and conditions under which
this Note may be prepaid or its maturity date accelerated.  This Note is secured
pursuant to the Collateral  Documents and  guaranteed  pursuant to the Guaranty,
all as more  specifically  described  in the  Agreement,  and  reference is made
thereto for a statement of the terms and provisions  thereof.  Capitalized terms
used  herein  and not  otherwise  defined  herein  are used  with  the  meanings
attributed to them in the Agreement.


                               CLARK/BARDES, INC., a Delaware corporation

                               By: /s/ Thomas M. Pyra
                              -------------------------------------------------
                               Print Name: Thomas M. Pyra
                                      -----------------------------------------
                               Title: Chief Financial Officer
                                -----------------------------------------------


<PAGE>


                      SECOND AMENDED AND RESTATED TERM NOTE



$5,357,000                                                     August 23, 2000

         Clark/Bardes,  Inc., a Delaware corporation (the "Borrower"),  promises
to pay to the order of LaSalle Bank  National  Association  (the  "Lender")  the
aggregate  unpaid  principal  amount  of all  Loans  made by the  Lender  to the
Borrower  pursuant to Article 11 of the Agreement (as hereinafter  defined),  in
immediately  available  funds at the main  office of Bank One,  Texas,  N.A.  in
Dallas,  Texas, as Agent,  together with interest on the unpaid principal amount
hereof at the rates and on the dates set forth in the  Agreement.  The  Borrower
shall pay the principal of and accrued and unpaid  interest on the Loans in full
on the Facility  Tennination Date and shall make such mandatory  payments as are
required  to be made  under the terms of Article H of the  Agreement.  This Note
amends,  restates  (but  does not  extinguish)  and  evidences  the  outstanding
indebtedness  evidenced  by that certain  Amended and  Restated  Tenn Note dated
December 28, 1999, in the original principal amount of $6,250,000, which amended
and restated  that certain Tenn Note,  dated  January 15, 1999,  in the original
principal amount of $6,923,077  (collectively,  the "Prior Note"). The liens and
security interests securing the Prior Note continue to secure this Note.

         The Lender shall,  and is hereby  authorized to, record on the schedule
attached  hereto,  or to otherwise record in accordance with its usual practice,
the date and  amount  of each  Loan and the date and  amount  of each  principal
payment hereunder.

         This Note is one of the Tenn Notes issued  pursuant to, and is entitled
to the  benefits  of, the  Amended and  Restated  Credit  Agreement  dated as of
December  28, 1999  (which,  as it may be amended or modified and in effect from
time to time, is herein called the "Agreement"), among the Borrower, the lenders
party thereto,  including the Lender,  and Bank One,  Texas,  N.A., as Agent, to
which  Agreement  reference  is  hereby  made for a  statement  of the terms and
conditions  governing this Note,  including the terms and conditions under which
this Note may be prepaid or its maturity date accelerated.  This Note is secured
pursuant to the Collateral  Documents and  guaranteed  pursuant to the Guaranty,
all as more  specifically  described  in the  Agreement,  and  reference is made
thereto for a statement of the terms and provisions  thereof.  Capitalized terms
used  herein  and not  otherwise  defined  herein  are used  with  the  meanings
attributed to them in the Agreement.


                              CLARK/BARDES, INC., a Delaware corporation

                              By: /s/ Thomas M. Pyra
                              -------------------------------------------------
                              Print Name: Thomas M. Pyra
                                      -----------------------------------------
                              Title: Chief Financial Officer
                                -----------------------------------------------

<PAGE>


                   SECOND AMENDED AND RESTATED REVOLVING NOTE


$18,943,000                                                    August 23, 2000


         Clark/Bardes,  Inc., a Delaware corporation (the "Borrower"),  promises
to pay to the order of LaSalle Bank  National  Association  (the  "Lender")  the
aggregate  unpaid  principal  amount  of all  Loans  made by the  Lender  to the
Borrower  pursuant to Article 11 of the Agreement (as hereinafter  defined),  in
immediately  available  funds at the main  office of Bank One,  Texas,  N.A.  in
Dallas,  Texas, as Agent,  together with interest on the unpaid principal amount
hereof at the rates and on the dates set forth in the  Agreement.  The  Borrower
shall pay the principal of and accrued and unpaid  interest on the Loans in full
on the Facility  Termination Date and shall make such mandatory  payments as are
required  to be made under the terms of Article 11 of the  Agreement.  This Note
amends,  restates  (but  does not  extinguish)  and  evidences  the  outstanding
indebtedness evidenced by that certain Amended and Restated Revolving Note dated
December 28, 1999 in the original principal amount of $18,750,000, which amended
and restated  that  certain  Revolving  Note,  dated  January 15,  1999,  in the
original  principal amount of $8,076,923  (collectively,  the "Prior Note"). The
liens and security  interests  securing  the Prior Note  continue to secure this
Note.

         The Lender shall,  and is hereby  authorized to, record on the schedule
attached  hereto,  or to otherwise record in accordance with its usual practice,
the date and  amount  of each  Loan and the date and  amount  of each  principal
payment hereunder.

         This Note is one of the  Revolving  Notes  issued  pursuant  to, and is
entitled to the benefits of, the Amended and Restated Credit  Agreement dated as
of December 28, 1999 (which, as it may be amended or modified and in effect from
time to time, is herein called the "Agreement"), among the Borrower, the lenders
party thereto,  including the Lender,  and Bank One,  Texas,  N.A., as Agent, to
which  Agreement  reference  is  hereby  made for a  statement  of the terms and
conditions  governing this Note,  including the terms and conditions under which
this Note may be prepaid or its maturity date accelerated.  This Note is secured
pursuant to the Collateral  Documents and  guaranteed  pursuant to the Guaranty,
all as more  specifically  described  in the  Agreement,  and  reference is made
thereto for a statement of the terms and provisions  thereof.  Capitalized terms
used  herein  and not  otherwise  defined  herein  are used  with  the  meanings
attributed to them in the Agreement.


                             CLARK/BARDES, INC., a Delaware corporation

                             By: /s/ Thomas M. Pyra
                              -------------------------------------------------
                             Print Name: Thomas M. Pyra
                                      -----------------------------------------
                             Title: Chief Financial Officer
                                -----------------------------------------------


<PAGE>


                      SECOND AMENDED AND RESTATED TERM NOTE



$3,307,000                                                    August 23, 2000

         Clark/Bardes,  Inc., a Delaware corporation (the "Borrower"),  promises
to pay to the  order  of  Compass  Bank  (the  "Lender")  the  aggregate  unpaid
principal  amount of all Loans made by the Lender to the  Borrower  pursuant  to
Article H of the Agreement (as hereinafter  defined),  in immediately  available
funds at the main office of Bank One,  Texas,  N.A. in Dallas,  Texas, as Agent,
together with interest on the unpaid principal amount hereof at the rates and on
the dates set forth in the  Agreement.  The Borrower  shall pay the principal of
and accrued and unpaid interest on the Loans in full on the Facility Termination
Date and shall make such mandatory payments as are required to be made under the
terms of Article 11 of the Agreement.  This Note amends,  restates (but does not
extinguish) and evidences the outstanding indebtedness evidenced by that certain
Amended and Restated Tenn Note dated December 28, 1999 in the original principal
amount of $3,750,000,  which amended and restated that certain Term Note,  dated
January 15, 1999, in the original principal amount of $4,615,385  (collectively,
the "Prior  Note").  The liens and  security  interests  securing the Prior Note
continue to secure this Note.

         The Lender shall,  and is hereby  authorized to, record on the schedule
attached  hereto,  or to otherwise record in accordance with its usual practice,
the date and  amount  of each  Loan and the date and  amount  of each  principal
payment hereunder.

         This Note is one of the Term Notes issued  pursuant to, and is entitled
to the  benefits  of, the  Amended and  Restated  Credit  Agreement  dated as of
December  28, 1999  (which,  as it may be amended or modified and in effect from
time to time, is herein called the "Agreement"), among the Borrower, the lenders
party thereto,  including the Lender,  and Bank One,  Texas,  N.A., as Agent, to
which  Agreement  reference  is  hereby  made for a  statement  of the terms and
conditions  governing this Note,  including the terms and conditions under which
this Note may be prepaid or its maturity date accelerated.  This Note is secured
pursuant to the Collateral  Documents and  guaranteed  pursuant to the Guaranty,
all as more  specifically  described  in the  Agreement,  and  reference is made
thereto for a statement of the terms and provisions  thereof.  Capitalized terms
used  herein  and not  otherwise  defined  herein  are used  with  the  meanings
attributed to them in the Agreement.


                             CLARK/BARDES, INC., a Delaware corporation

                             By: /s/ Thomas M. Pyra
                              -------------------------------------------------
                             Print Name: Thomas M. Pyra
                                      -----------------------------------------
                             Title: Chief Financial Officer
                                -----------------------------------------------


<PAGE>


                   SECOND AMENDED AND RESTATED REVOLVING NOTE



$11,693,000                                                    August 23, 2000

         Clark/Bardes,  Inc., a Delaware corporation (the "Borrower"),  promises
to pay to the  order  of  Compass  Bank  (the  "Lender")  the  aggregate  unpaid
principal  amount of all Loans made by the Lender to the  Borrower  pursuant  to
Article 11 of the Agreement (as hereinafter  defined),  in immediately available
funds at the main office of Bank One,  Texas,  N.A. in Dallas,  Texas, as Agent,
together with interest on the unpaid principal amount hereof at the rates and on
the dates set forth in the  Agreement.  The Borrower  shall pay the principal of
and accrued and unpaid interest on the Loans in full on the Facility Termination
Date and shall make such mandatory payments as are required to be made under the
terms of Article 11 of the Agreement.  This Note amends,  restates (but does not
extinguish) and evidences the outstanding indebtedness evidenced by that certain
Amended and Restated  Revolving  Note,  dated December 28, 1999, in the original
principal  amount of  $11,250,000,  which  amended  and  restated  that  certain
Revolving  Note,  dated  January 15, 1999, in the original  principal  amount of
$5,384,615  (collectively,  the "Prior Note").  The liens and security interests
securing the Prior Note continue to secure this Note.

         The Lender shall,  and is hereby  authorized to, record on the schedule
attached  hereto,  or to otherwise record in accordance with its usual practice,
the date and  amount  of each  Loan and the date and  amount  of each  principal
payment hereunder.

         This Note is one of the  Revolving  Notes  issued  pursuant  to, and is
entitled to the benefits of, the Amended and Restated Credit  Agreement dated as
of December 28, 1999 (which, as it may be amended or modified and in effect from
time to time, is herein called the "Agreement"), among the Borrower, the lenders
party thereto,  including the Lender,  and Bank One;  Texas,  N.A., as Agent, to
which  Agreement  reference  is  hereby  made for a  statement  of the terms and
conditions  governing this Note,  including the terms and conditions under which
this Note may be prepaid or its maturity date accelerated.  This Note is secured
pursuant to the Collateral  Documents and  guaranteed  pursuant to the Guaranty,
all as more  specifically  described  in the  Agreement,  and  reference is made
thereto for a statement of the terms and provisions  thereof.  Capitalized terms
used  herein  and not  otherwise  defined  herein  are used  with  the  meanings
attributed to them in the Agreement.


                             CLARK/BARDES, INC., a Delaware corporation

                             By: /s/ Thomas M. Pyra
                              -------------------------------------------------
                             Print Name: Thomas M. Pyra
                                      -----------------------------------------
                             Title: Chief Financial Officer
                                -----------------------------------------------




<PAGE>


                                    TERM NOTE


$2,205,000                                                    August 23, 2000

         Clark/Bardes,  Inc., a Delaware corporation (the "Borrower"),  promises
to pay to the order of Frost National Bank (the  "Lender") the aggregate  unpaid
principal  amount of all Loans made by the Lender to the  Borrower  pursuant  to
Article II of the Agreement (as hereinafter  defined),  in immediately available
funds at the main office of Bank One,  Texas,  N.A. in Dallas,  Texas, as Agent,
together with interest on the unpaid principal amount hereof at the rates and on
the dates set forth in the  Agreement.  The Borrower  shall pay the principal of
and accrued and unpaid interest on the Loans in full on the Facility Termination
Date and shall make such mandatory payments as are required to be made under the
terms of Article 11 of the Agreement.

         The Lender shall,  and is hereby  authorized to, record on the schedule
attached  hereto,  or to otherwise record in accordance with its usual practice,
the date and  amount  of each  Loan and the date and  amount  of each  principal
payment hereunder.

         This Note is one of the Term Notes issued  pursuant to, and is entitled
to the  benefits  of, the  Amended and  Restated  Credit  Agreement  dated as of
December  28, 1999  (which,  as it may be amended or modified and in effect from
time to time, is herein called the "Agreement"), among the Borrower, the lenders
party thereto,  including the Lender,  and Bank One,  Texas,  N.A., as Agent, to
which  Agreement  reference  is  hereby  made for a  statement  of the terms and
conditions  governing this Note,  including the terms and conditions under which
this Note may be prepaid or its maturity date accelerated.  This Note is secured
pursuant to the Collateral  Documents and  guaranteed  pursuant to the Guaranty,
all as more  specifically  described  in the  Agreement,  and  reference is made
thereto for a statement of the terms and provisions  thereof.  Capitalized terms
used  herein  and not  otherwise  defined  herein  are used  with  the  meanings
attributed to them in the Agreement.


                            CLARK/BARDES, INC., a Delaware corporation

                            By: /s/ Thomas M. Pyra
                              -------------------------------------------------
                            Print Name: Thomas M. Pyra
                                      -----------------------------------------
                            Title: Chief Financial Officer
                                -----------------------------------------------


<PAGE>


                                 REVOLVING NOTE



$7,795,000                                                    August 23, 2000


         Clark/Bardes,  Inc., a Delaware corporation (the "Borrower"),  promises
to pay to the order of Frost National Bank (the  "Lender") the aggregate  unpaid
principal  amount of all Loans made by the Lender to the  Borrower  pursuant  to
Article 11 of the Agreement (as hereinafter  defined),  in immediately available
funds at the main office of Bank One,  Texas,  N.A. in Dallas,  Texas, as Agent,
together with interest on the unpaid principal amount hereof at the rates and on
the dates set forth in the  Agreement.  The Borrower  shall pay the principal of
and accrued and unpaid interest on the Loans in full on the Facility Termination
Date and shall make such mandatory payments as are required to be made under the
terms of Article 11 of the Agreement.

         The Lender shall,  and is hereby  authorized to, record on the schedule
attached  hereto,  or to otherwise record in accordance with its usual practice,
the date and  amount  of each  Loan and the date and  amount  of each  principal
payment hereunder.

         This Note is one of the  Revolving  Notes  issued  pursuant  to, and is
entitled to the benefits of, the Amended and Restated Credit  Agreement dated as
of December 28, 1999 (which, as it may be amended or modified and in effect from
time to time, is herein called the "Agreement"), among the Borrower, the lenders
party thereto,  including the Lender,  and Bank One,  Texas,  N.A., as Agent, to
which  Agreement  reference  is  hereby  made for a  statement  of the terms and
conditions  governing this Note,  including the tenns and conditions under which
this Note may be prepaid or its maturity date accelerated.  This Note is secured
pursuant to the Collateral  Documents and  guaranteed  pursuant to the Guaranty,
all as more  specifically  described  in the  Agreement,  and  reference is made
thereto for a statement of the terms and provisions  thereof.  Capitalized terms
used  herein  and not  otherwise  defined  herein  are used  with  the  meanings
attributed to them in the Agreement.


                             CLARK/BARDES, INC., a Delaware corporation


                             By: /s/ Thomas M. Pyra
                              -------------------------------------------------
                             Print Name: Thomas M. Pyra
                                      -----------------------------------------
                             Title: Chief Financial Officer
                                -----------------------------------------------