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                                                                  EXHIBIT 10.47

                               CLARK/BARDES, INC.
                              EMPLOYMENT AGREEMENT


THIS AGREEMENT is made as of the 5th day of April, 1999, between DONALD C.
WEGMILLER ("the Executive") and CLARK/BARDES, INC. ("CBI").

                                  INTRODUCTION

CBI desires to employ the Executive, and the Executive desires to accept such
employment, on the terms outlined below.

                                     TERMS

1.      Employment

        a.      Position. CBI employs the Executive as President and CEO of CBI
                HealthCare Compensation Group ("Division"), and President and
                CEO of HealthCare Compensation Strategies (formerly known as
                MCG/HealthCare), an operating unit within the Division. In this
                position, the Executive shall have overall charge and
                responsibility for the business and affairs of the Division,
                and shall perform such duties as the Executive shall reasonably
                be directed to perform by the President of Clark/Bardes
                Holdings, Inc., or any successor thereto ("Parent"). The
                Executive's sole responsibilities shall be as described in the
                March 18, 1999 memorandum attached hereto as Exhibit A. The
                Executive shall report directly to the President.

        b.      Scope. During the term of the Executive's employment, and
                excluding any periods of vacation and sick leave to which the
                Executive is entitled, the Executive shall devote substantially
                all of his business and affairs to the Division. It shall not
                be a violation of this Agreement for the Executive to (i) serve
                on corporate, civic, or charitable boards or committees, (ii)
                deliver lectures, fulfill speaking engagements, or teach
                occasional courses or seminars at educational institutions, or
                (iii) manage personal investments, so long as such activities
                under clauses (i), (ii) and (iii) do not interfere, in any
                substantial respect, with the Executive's responsibilities
                hereunder.

        c.      Initial Term. The term of the Executive's employment commences
                on the date that CBI closes the acquisition of the assets of
                Phynque, Inc. (d/b/a Management Compensation Group/Healthcare)
                ("MCG") ("Commencement Date") and, subject to the renewal
                provisions of d, below, ends on December 31, 2003.

        d.      Automatic Renewal. Absent notice of termination (described
                below), commencing on January 1, 2004, and continuing on each
                subsequent anniversary, the term of the



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                Executive's employment shall automatically be extended for an
                additional 12 months. To cause the Executive's employment to
                terminate at the end of the original or an extended term,
                either party, at least 12 months prior to such date, shall give
                written notice to the other party that the Agreement will
                terminate at the end of the then current term.

2.      CASH COMPENSATION AND BENEFITS. Until otherwise agreed between the
        parties, CBI agrees to compensate the Executive as follows:

        a.      Base Salary. CBI shall pay to the Executive in bi-weekly
                installments an annualized base salary of $335,000. CBI shall
                increase the base salary on January 1 each year by the consumer
                price index that was used to determine increases in Social
                Security retirement for such year. Any additional increases in
                base salary shall be as determined by CBI.

        b.      Marketing Bonus Opportunity

                i.      Generally. Beginning March 2000, CBI shall pay to the
                        Executive a marketing bonus in March each year equal to
                        3% of the Division's "healthcare first year gross
                        revenues" ("Marketing Bonus"). "Healthcare first year
                        gross revenues" are gross first year consulting fees,
                        Commissions and Carrier Payments (except for renewals)
                        paid to the Division during the immediately preceding
                        calendar year; provided, that the Marketing Bonus
                        relating to the 1999 calendar year shall be based on
                        "healthcare first year gross revenues" paid between the
                        Commencement Date and December 31, 1999. Subject to
                        potential reduction under Paragraph 2.e, below, the
                        minimum annual bonus payable to the Executive shall be
                        $150,000, prorated for the period from the Commencement
                        Date through December 31, 1999.

                ii.     "Commissions and Carrier Payments." The term
                        "Commissions and Carrier Payments" means first-year
                        commissions and first-year carrier payments on products
                        purchased by Division's clients (including add-ons,
                        whether occurring during or after the first year of the
                        case), but does not include any renewal commissions on
                        such products. By way of example, "carrier payments"
                        include, but are not limited to, Paul Revere Premier
                        Production 1st Year Incentive, Paul Revere 1st Year
                        Production Bonus, additional 10% Expense Reimbursement
                        Allowance from Prudential for Paul Revere disability
                        policies sold, Prudential SSP Bonus, Equitable
                        Reimbursement Allowance, UNUM New Business Bonus, and
                        mutual fund l2b-1 fees. Carrier payments specifically
                        do not include Paul Revere Premier Production Renewal
                        Incentive, Paul Revere Disability In-Force Block Bonus,
                        Prudential QUIP Bonus, and similar payments that do not
                        vary by level of new products sold in such year.



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                iii.    Levelized Compensation. A description of the existing
                        levelized products and existing commission deals is
                        attached hereto as Exhibit B. This Exhibit shall
                        identify the portion of the Levelized Compensation that
                        is counted as first-year commissions for purposes of
                        Paragraph 2.b.ii, above. Executive will continue to
                        receive compensation in accordance with such existing
                        levelized products and commission deals. If commissions
                        and/or other carrier payments are levelized with
                        respect to other products in the future, a new
                        levelized compensation agreement will be negotiated
                        between the parties.

                iv.     ADVANCE. CBI shall pay the Executive a monthly advance
                        on the Marketing Bonus in the annualized amount of
                        $323,235 ($26,936.25 per month), or such other amount
                        agreed to between CBI and the Executive. In December of
                        each year, CBI shall make an interim determination of
                        the Marketing Bonus, less Contingency Rollback Amount,
                        due the Executive through October of that year. If the
                        amount determined by CBI is greater than the amount of
                        advances paid to the Executive during the year, CBI
                        shall pay the difference to the Executive on or before
                        the last business day of the year. If the amount
                        determined by CBI is less than the amount of advances
                        paid to the Executive during the year, the Executive
                        shall pay the difference to CBI on or before the last
                        business day of the year. CBI shall pay any Marketing
                        Bonus for the full year, less any Contingency Rollback
                        Amount, in excess of the advances (as adjusted by the
                        interim determination) with the first payroll in March
                        following the end of the year. If the advances exceed
                        the actual Marketing Bonus earned for the year, the
                        Executive shall pay the difference to CBI on or before
                        the date of the first payroll in March following the
                        end of the year. If the Executive terminates employment
                        at anytime during the year with amounts remaining to be
                        recaptured, the balance shall be recaptured from all
                        cash distributions otherwise payable to the Executive.
                        In all events, the Executive shall continue to be
                        liable to CBI for the amount of any unrecovered excess
                        Marketing Bonus (and advances), which shall include any
                        amounts Executive owes CBI pursuant to Section 2.e.

                v.      BONUS CONTINUATION. CBI shall also pay the Marketing
                        Bonus to the Executive (or to the Executive's estate)
                        on Levelized Compensation CBI receives within 12 months
                        following the Executive's termination of employment, to
                        the extent such amounts would otherwise have been
                        included in calculating the Executive's Marketing Bonus
                        but for the termination. CBI shall pay the bonus to the
                        Executive quarterly based on fees and commissions
                        received during such quarter.



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        c.      Basic Benefits. The Executive and his eligible family members
                shall be eligible to participate on terms no less favorable to
                the Executive and his eligible family members than the terms
                offered to CBI employees generally in any group medical, life,
                disability, pension, profit sharing, 401(k), stock purchase
                plan and similar benefits plans or other fringe benefits of
                CBI; provided, however, that CBI shall assume and during the
                remainder of 1999 shall maintain the group medical plan
                sponsored by MCG immediately prior to the Commencement Date. If
                CBI reduces qualified pension plan contributions or benefits
                below those provided by MCG immediately prior to the
                Commencement Date, CBI shall restore such amounts to the
                Executive through a fully vested nonqualified deferred
                compensation plan.

        d.      Supplemental Benefits. CBI shall provide to the Executive
                supplemental benefits, as follows:

                i.      A cash auto allowance of $800.00 per month, plus
                        reimbursement for fuel, maintenance, insurance and
                        heated parking.

                ii.     Membership and dues in the Hazeltine National Golf Club
                        and Troon Golf and Country Club.

                iii.    Employee and dependent medical and dental insurance,
                        and medical and dental expense reimbursement for
                        expenses that qualify for a deduction under Section 213
                        of the Internal Revenue Code of 1986, as amended, not
                        otherwise covered under CBI's insured plans, subject to
                        a $10,000 annual maximum.

                iv.     Four weeks of vacation annually consistent with the
                        Executive's duties, to be taken as determined by the
                        Executive using prudent business judgment; provided,
                        however, that such vacation is in lieu of amounts the
                        Executive would otherwise be entitled to take under
                        CBI's generally applicable vacation policy.

                v.      Premium payments up to $11,800 annually on the
                        individually owned Variable Universal Life Insurance
                        policy on the Executive.

                vi.     Premium payments on the existing Paul Revere individual
                        Long Term Disability policy in effect for the Executive
                        on the Commencement Date, including any AIB increases.

                vii.    Cellular phone and unlimited airtime, including long
                        distance and roaming charges.

                viii.   Tax preparation fees, not to exceed $2,000 annually.



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                ix.     Airline club dues for two airlines.

                x.      First class airline travel, so long as such first class
                        travel is actually billed to and paid by Division's
                        client.

                xi.     Frequent flyer miles earned on business travel.

                Notwithstanding anything in the foregoing to the contrary, to
                the extent that CBI determines in its reasonable judgment that
                the payment of amounts described in this Section 2.d or under
                the plans and programs described in Section 2.c results in
                additional taxable income to the Executive, Executive agrees
                that he shall be in receipt of such additional taxable income,
                and CBI shall be under no obligation to provide the Executive
                with any tax gross-up.

        e.      Contingency Rollback. The base salary, Marketing Bonus and
                stock options (described below) shall be subject to the
                Contingency Rollback Provisions described in Attachment 1. The
                Contingency Rollback Provisions shall not apply to any base
                salary and Marketing Bonus earned after December 31, 2003, and
                shall not reduce the base salary and marketing bonus by more
                than 18% in the first year (i.e., from the Commencement Date
                through December 31, 1999), 16% in the second, 15% in the
                third, and 10% in the fourth and fifth.

        f.      Stock Options. The Executive is granted options to purchase
                185,000 shares of CBI stock. The purchase price for such shares
                shall be the price of the last trade on the Commencement Date
                (or, if no trades were made on the Commencement Date, as of the
                preceding day on which such shares were traded). The Options
                shall vest and become exercisable at the rate of 20% on each
                December 30 of the years 1999, 2000, 2001, 2002 and 2003,
                subject to the Contingency Rollback provisions described in
                Attachment 1. CBI shall have a right of first refusal to
                acquire shares acquired by the exercise of the options under
                this Section which right is set forth in the Investment
                Agreement, dated as of the Commencement Date, which is attached
                as Exhibit D to the Asset Purchase Agreement relating to CBI's
                acquisition of the assets of Phynque, Inc.

                Notwithstanding the foregoing, and subject to the vesting
                provisions noted above, the Executive agrees to exercise 1/5 of
                the total options (to the extent vested) on the anniversaries
                of the Commencement Date; provided, however, that the Executive
                shall not be required to exercise the 1/5 options on an
                anniversary date unless and until the market price of the
                shares (based on last trade of the day) has been greater than
                the option price for at least 10 trading days prior to the
                agreed exercise date, provided further, that the Executive
                agrees to exercise such options as of the first future date
                after the applicable anniversary date on which the market price
                of the shares meets or exceeds the requirements set forth in
                the preceding clause.



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3.      Severance Benefits. CBI's obligation to provide severance benefits
        depends upon the circumstances surrounding the Executive's termination
        of employment, as described below. Capitalized terms are defined at the
        end of this Paragraph 3.

        a.      Voluntary Termination of Employment. If the Executive
                voluntarily terminates employment with CBI and all affiliates,
                unless the provisions of Paragraphs 3.d or e apply, the
                Executive shall not be entitled to any Severance Compensation
                under this Agreement, and the Restrictive Covenants shall be
                binding on the Executive until the later of December 31, 2003
                or the date that is 24 months following termination of
                employment. However, CBI shall pay the marketing bonus
                continuation described in Paragraph 2.b.v, above ("Bonus
                Runoff").

        b.      Involuntary Termination of Employment without Cause. If CBI
                terminates the Executive's employment with CBI and all
                affiliates without Cause, (i) CBI shall provide to the
                Executive the Severance Compensation for 12 months and the
                Bonus Runoff; (ii) the Restrictive Covenants shall be binding
                on the Executive during the 12-month period; and (iii) the
                Executive shall be 100% vested in all stock options under the
                CBI Stock Option Plan and in the Deferred Retention Plan
                benefits described above. If such termination occurs within
                four years after the effective date of this Agreement, then CBI
                shall have the option of extending the period during which
                Severance Compensation will be paid, and the corresponding
                period during which the Restrictive Covenants will apply, for
                any period CBI selects, but not later than the fifth
                anniversary of the effective date of this Agreement. CBI shall
                communicate the selected period to the Executive in writing
                within 5 business days following the date of the Executive's
                termination of employment. If CBI fails to give notice during
                the 5-day period, then CBI's option to extend the Severance
                Compensation and Restrictive Covenant period shall lapse, and
                such periods shall be limited to the stated 12 months.

        c.      Involuntary Termination of Employment for Cause. If CBI
                terminates the Executive's employment with CBI and all
                affiliates for Cause, the Executive shall not be entitled to
                any Severance Compensation under this Agreement, and the
                Restrictive Covenants shall be binding on the Executive until
                the later of December 31, 2003 or the date that is 24 months
                following the termination. However, CBI shall pay to the
                Executive the Bonus Runoff.

        d.      Force-Out Event NOT Following Change of Control. If (i) a
                Force-Out Event occurs other than within 12 months following a
                Change of Control, and (ii) the Executive voluntarily
                terminates employment within 3 months following the Force-Out
                Event, the Executive shall elect either (a) to receive a full
                12 months of Severance Compensation and be bound by the
                Restrictive Covenants for such 12-month period, or (b) to
                receive no Severance Compensation and not be bound by the
                Restrictive



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                Covenants. The Executive shall communicate the selected option
                to CBI in writing within 5 business days following the date of
                the Executive's termination of employment. If the Executive
                fails to give timely notice during the 5-day period, the
                Executive shall be deemed to have elected no Severance
                Compensation and no Restrictive Covenants. Whether the
                Executive elects Severance Compensation or not, CBI shall pay
                to the Executive the Bonus Runoff, and the Executive shall be
                100% vested in all stock options under the CBI Stock Option
                Plan and in the Deferred Retention Plan benefits described
                above.

        e.      Force-Out Event Following Change of Control. If (i) a Force-Out
                Event occurs within 12 months following a Change of Control,
                and (ii) the Executive voluntarily terminates employment within
                3 months following the Force-Out Event, the Executive shall
                immediately upon such termination become 100% vested in all
                benefits (including, but not limited to, stock options under
                the CBI Stock Option Plan and benefits under the Deferred
                Retention Plan), and the Executive shall elect either (a) to
                receive a full 12 months of Severance Compensation and be bound
                by the Restrictive Covenants for such 12-month period, or (b)
                to receive no Severance Compensation and not be bound by the
                Restrictive Covenants. The Executive shall communicate the
                selected option to CBI in writing within 5 business days
                following the date of the Executive's termination of
                employment. If the Executive fails to give timely notice during
                the 5-day period, the Executive shall be deemed to have elected
                no Severance Compensation and no Restrictive Covenants. In
                either case, CBI shall pay to the Executive the Bonus Runoff.

        f.      Termination of Employment for Disability. Termination of the
                Executive's employment for disability shall be deemed to arise
                on the earlier of (i) the commencement of disability benefit
                payments under any group or individual long-term disability
                insurance covering the Executive, the premiums for which
                coverage are paid by CBI, or (ii) the agreement of the
                physician retained by CBI and the Executive's physician that
                the Executive has suffered a sickness, accident or injury which
                prevents the Executive from performing substantially all of the
                Executive's normal duties for the Company. Upon termination of
                employment for disability, CBI shall provide to the Executive
                the Severance Compensation for 12 months, commencing on the
                date of the termination, but reduced by any benefits the
                Executive receives under group or individual disability
                insurance, to the extent the premiums for such coverage over
                the 12 months preceding the date of termination have been paid
                by the Company. CBI shall also pay to the Executive the Bonus
                Runoff, and the Executive shall be 100% vested in all stock
                options under the CBI Stock Option Plan and in the benefits
                under the Deferred Retention Plan. The Restrictive Covenants
                shall be binding on the Executive for 24 months following the
                date of termination of employment.



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        g.      Termination of Employment for Death. If the Executive's
                employment with CBI and all affiliates terminates due to the
                Executive's death, no Severance Compensation shall be payable
                under this Agreement, but the Executive's estate shall be 100%
                vested in all stock options under the CBI Stock Option Plan and
                in the Deferred Retention Plan benefits described above, and
                CBI shall pay the Bonus Runoff to the Executive's estate.

        h.      Termination of Employment at Expiration of Contract. If the
                Executive's employment with CBI and all affiliates terminates
                due to a party giving notice of nonrenewal under Section 1,
                above, CBI shall not pay any Severance Compensation, and the
                Restrictive Covenants shall not apply, but CBI shall pay the
                Bonus Runoff to the Executive. However, if CBI gives such
                notice, the Executive shall be 100% vested in benefits under
                the Deferred Retention Plan.

        i.      Definitions. Capitalized terms in this Paragraph 3 are defined
                as follows:

                i.      Cause means any of the following:
                        o       Loss (other than for non-payment of licensure
                                fees) of any insurance or securities license
                        o       Gross negligence or willful misconduct in
                                connection with the Executive's
                                responsibilities
                        o       Fraudulent activity
                        o       Embezzlement
                        o       Felonious conduct
                        o       Substantial failure of performance by the
                                Executive that is repeated and continued after
                                thirty (30) days written notice to the
                                Executive of such failure by the President of
                                Clark/Bardes Holdings, Inc., or any successor
                                thereto, which failure is not cured by the
                                Executive within such thirty (30) day period.

                ii.     CHANGE OF CONTROL means either of the following:
                        o       An individual or group of individuals acting in
                                concert acquiring actual ownership or control
                                of 30% or more of the outstanding voting shares
                                of CBI, or Clark/Bardes Holdings, Inc., or of
                                the Division
                        o       Sale of all or substantially all of the assets
                                of Clark/Bardes Holding, Inc., CBI, or the
                                Division.

                iii.    FORCE-OUT EVENT means any of the following:

                        o       25% or more reduction in total compensation
                                (i.e., the sum of salary, benefits and bonus
                                opportunity) that, except for reductions that
                                result from the Contingency Rollback, is
                                disproportionately greater for the Executive
                                than for other employees of CBI with similar
                                responsibilities and compensation levels. If a
                                change in total



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                                compensation involves a reduction in any
                                incentive or commission percentage, the
                                percentage reduction in total compensation shall
                                be determined by applying the new compensation
                                formula to the Executive's performance over the
                                12 months preceding the effective date of the
                                reduction to determine whether total
                                compensation actually earned over such period
                                would have been reduced by 25% or more under the
                                new formula.
                        o       Relocation of the Executive's primary place of
                                employment without his consent more than 25
                                miles from its location as of the date of this
                                Agreement
                        o       Significant reduction in the Executive's
                                authority or responsibilities

                iv.     Restrictive Covenants means any of the Non-Compete and
                        Non-Solicitation provisions in Paragraph 4, and the
                        restrictive covenants in CBI's standard Intellectual
                        Property and Confidentiality Agreement.

                v.      Severance Compensation means the Executive's cash
                        compensation (defined as (i) base salary at the rate in
                        effect on the date of termination, plus (ii) Marketing
                        Bonus based on the "healthcare first year gross
                        revenues" for the 12 complete calendar months prior to
                        the Executive's date of termination), and all benefits
                        as in effect for the Executive at the date of
                        termination.

        CBI shall have the option to pay in cash the value of any benefit that
        CBI elects not to provide in kind. The "value" of an insured benefit is
        the premiums CBI would have paid to continue the coverage during the
        severance period.

        Commencing upon the Executive's termination of employment, the Executive
        shall cease to be an employee of CBI for any purpose. The payment of
        Severance Compensation under this Agreement shall be payments to a
        former employee.

        If the Executive dies during the severance benefit period, CBI shall
        continue to pay the cash elements of the Severance Compensation to the
        Executive's estate for the balance of the severance period.

4.      Non-Compete; Non-Solicitation. In consideration of the compensation and
        benefits described above, the Executive covenants as follows:

        a.      Executive acknowledges that as a director, officer and/or
                employee of CBI, Executive has become familiar with trade
                secrets and other confidential information and data concerning
                CBI and its affiliates. Executive covenants and agrees that for
                a period of time set forth in the applicable subsection of
                Section 3 (the "Non-Compete Period") Executive shall not, in
                North America, including the United States, Canada




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                and Mexico, and in any other areas in which CBI or its
                affiliates have done business within five (5) years preceding
                the first date of the Non-Compete Period (collectively, the
                "Territory"), directly or indirectly, either alone or in
                partnership or jointly or in conjunction with any person or
                persons, firm, association, syndicate, company or corporation as
                principal, agent, employee, director, shareholder or in any
                other manner whatsoever (i) carry on or be engaged in any
                business which is in competition with CBI or any of its
                affiliates, or (ii) solicit business from, or sell to, any of
                CBI's or its affiliates' customers in the Territory or any other
                person, firm or corporation in the Territory to whom CBI or its
                affiliates have sold products within five (5) years preceding
                the first date of the Non-Competition Period where such
                solicitation or sale would involve the sale of products
                competitive with CBI or any of its affiliates. Nothing herein
                shall prohibit Executive from being an owner of not more than 2%
                of the outstanding stock of any class of a corporation which is
                publicly traded, so long as Executive has no active
                participation in the business of such corporation.

        b.      Executive agrees that during the Non-Compete Period, Executive
                will not directly or indirectly offer employment to or hire any
                person who is currently or was within the last year employed by
                CBI or any of its affiliates, or, is or will be employed by CBI
                or any of its affiliates, except with the prior written consent
                of CBI.

        c.      Executive shall abide by the terms of CBI's standard
                Intellectual Property and Confidentiality Agreement.

        The limitations under this Paragraph 4 shall survive any other
        termination of this Agreement.

5.      Specific Performance. The Executive recognizes that CBI, in addition to
        ceasing Severance Compensation, may recover Severance Compensation
        previously paid and use any legal means, including obtaining an
        injunction, to enforce the restrictive covenants under Paragraph 4.

6.      Severability. If any portion of this Agreement is determined by a court
        to be unenforceable as written, such portion shall be limited to the
        extent necessary to be enforceable, and the remaining provisions of
        this Agreement shall remain in effect.

7.      Arbitration. Except as provided in Paragraph 5 regarding CBI's ability
        to use any legal means, including obtaining an injunction, to enforce
        the restrictive covenants under Paragraph 4, any dispute arising under
        this Agreement shall be resolved through nonbinding arbitration by a
        panel of three individuals -- one selected by each party, and a third
        selected jointly by the first two. The parties shall select the first
        two representatives within 15 days after one party gives written notice
        to the other party of a dispute. The two representatives shall then
        designate the third arbitrator within 15 days after the end of the
        first 15-day period. The dispute shall then be resolved by the majority
        vote of the three arbitrators. Except as



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        modified in this section, the evidentiary and hearing rules of the
        American Arbitration Association shall control.

8.      Governing Law. This Agreement is entered into and shall be construed
        under the laws of the State of Minnesota.

                               [Signatures Follow]


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                SIGNATURE PAGE TO WEGMILLER EMPLOYMENT AGREEMENT


                                      -----------------------------------------
                                      DONALD C. WEGMILLER


                                      CLARK/BARDES, INC.


                                      BY
                                         ------------------------------------

                                      ITS
                                         ------------------------------------