Exhibit 10.1
                               CLARK/BARDES, INC.

                             2002 STOCK OPTION PLAN

     1. Purpose. The Clark/Bardes, Inc. 2002 Stock Option Plan (the "Plan") is
intended to advance the interests of Clark/Bardes, Inc., a Delaware corporation
(the "Company"), and its stockholders, by encouraging and enabling selected
officers, directors, consultants, agents and employees, upon whose judgment,
initiative and effort the Company is largely dependent for the successful
conduct of its business, to acquire and retain a proprietary interest in the
Company by ownership of its stock. It is intended that options which may qualify
for treatment as "incentive stock options" under Section 422 (formerly Section
422A) of the Internal Revenue Code of 1986, as amended, and all Treasury
Regulations promulgated thereunder (collectively, the "Code"), as well as
options which may not so qualify, may be granted under the Plan.

     2. Definitions.

     (a) "Board" means the board of directors of the Company.

     (b) "Committee" means the Board or a committee of the Board to whom its
authority to administer this Plan has been delegated. Any such committee shall
be composed of at least two individuals who shall qualify as both (i)
"non-employee directors" within the meaning of Rule 16b-3 promulgated under the
Securities Exchange Act of 1934, and (ii) "outside directors" within the meaning
of Section 162(m) of the Code.

     (c) "Common Stock" means the Company's Common Stock, par value $.01 per
share.

     (d) "Date of Exercise" means the date on which an Option is validly
exercised pursuant to the Plan.

     (e) "Date of Grant" means the date on which an Option is granted under the
Plan, which will be the date the Committee takes the requisite action to grant
the Option, unless the Committee specifies a later date.

     (f) "Fair Market Value" of the Company's Common Stock means, (i) at any
time the Common Stock is listed or quoted on a national securities exchange or
the NASDAQ National Market System, the closing price of such stock on such
exchange or system on such date (or, in each case, if such date is not a trading
day, on the last trading day immediately preceding such date), or (ii) at any
time the Common Stock is not so listed or quoted, the value of the Common Stock
as determined in good faith by the Committee, based on any reasonable valuation
method. In addition to the above rules, Fair Market Value shall be determined
without regard to any restriction other than a restriction which, by its terms,
will never lapse.

     (g) "Incentive Stock Option" means an option that qualifies as an incentive
stock option under all of the applicable requirements of the Code.

     (h) "Incentive Stock Option Agreement" means the agreement between the
Company and the Optionee, in such form as may from time to time be adopted by
the Committee, under


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which the Optionee may purchase Common Stock pursuant to the terms of an
Incentive Stock Option granted under the Plan.

     (i) "Non-Qualified Stock Option" means an option to purchase Common Stock
granted pursuant to the provisions of the Plan that does not qualify as an
Incentive Stock Option.

     (j) "Non-Qualified Stock Option Agreement" means the agreement between the
Company and the Optionee, in such form as may from time to time be adopted by
the Committee, under which the Optionee may purchase Common Stock pursuant to
the terms of a Non-Qualified Stock Option granted under the Plan.

     (k) "Option" means an option granted under the Plan to purchase a share of
Common Stock.

     (l) "Option Agreement" means a Non-Qualified Stock Option Agreement, or an
Incentive Stock Option Agreement.

     (m) "Optionee" means a person to whom an Option, which has not expired, has
been granted under the Plan.

     (n) "Participant" means any of those persons described in Paragraph 5
hereof who receive a grant of an Option.

     (o) "Subsidiary" or "Subsidiaries" means a subsidiary corporation or
corporations of the Company as defined in Section 424(f) of the Code.

     (p) "Successor" means the legal representative of the estate of a deceased
Optionee or the person or persons who acquire the right to exercise an Option by
bequest or inheritance or by reason of the death of an Optionee.

     3. Administration and Interpretation of Plan. The Plan shall be
administered by the Committee. The Committee shall have full and final authority
in its discretion, subject to the provisions of the Plan: (i) to determine the
individuals to whom, and the time or times at which, Options shall be granted
and the number of shares of Common Stock covered by each Option; (ii) to
construe and interpret the Plan; and (iii) to make all other determinations and
take all other actions deemed necessary or advisable for the proper
administration of the Plan. All such actions and determinations by the Committee
shall be final and conclusively binding for all purposes and upon all persons.

     4. Common Stock Subject to Options. The aggregate number of shares of the
Company's Common Stock which may be issued upon the exercise of Options granted
under the Plan shall not exceed 500,000, subject to adjustment by the Committee
to reflect, as deemed appropriate by the Board, any stock dividend, stock split,
reverse stock split, share combination, extraordinary cash dividend, warrants or
rights offerings to purchase Common Stock, exchange of shares, reorganization,
merger, recapitalization or the like, of or by the Company that affect the
Common Stock, such that an adjustment is necessary to maintain the benefits or
potential benefits intended to be provided under the Plan. The shares of Common
Stock to be issued upon the exercise of Options may be authorized but unissued
shares, shares issued and reacquired by


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the Company or shares bought on the open market for the purposes of the Plan. In
the event any Option shall, for any reason, terminate or expire or be canceled
or surrendered without having been exercised in full, the shares subject to such
Option, but not purchased thereunder, shall again be available for Options to be
granted under the Plan.

     5. Participants. Options may be granted under the Plan to any person who is
an officer or other employee (including officers and employees who are also
directors), non-employee director or non-employee licensed insurance producer of
the Company or any of its Subsidiaries (collectively, "Participants").

     6. Terms and Conditions of Options. Any Option granted under the Plan shall
be evidenced by either an Incentive Stock Option Agreement or a Non-Qualified
Stock Option Agreement executed by the Company and the Optionee. Such Option
Agreement shall be subject to the following limitations and conditions:

     (a) Option Price. The option price per share with respect to each Option
shall be determined by the Committee but in no instance shall the option price
for any Incentive Stock Option be less than 100% of the Fair Market Value of a
share of the Common Stock on the Date of Grant.

     (b) Payment of Option Price. Full payment for shares purchased upon
exercising an Option shall be made (i) in cash or by check, (ii) if so permitted
by the Company, by delivery of previously owned shares of Common Stock, (iii)
partly in cash or by check and partly in such stock or (iv) by delivery of the
equivalent thereof acceptable to the Company. The value of shares of Common
Stock delivered in connection with the payment of the option price shall be the
Fair Market Value of such shares on the Date of Exercise of the Option.

     (c) Term of Option. The expiration date of each Option shall not be more
than ten (10) years from the Date of Grant.

     (d) Vesting. Options may vest either on the Date of Grant or according to
such vesting schedule or event as may be specified by the Committee. Neither an
Optionee nor his Successor shall have any of the rights of a stockholder of the
Company until the certificate or certificates evidencing the shares purchased
pursuant to the exercise of an Option are properly delivered to such Optionee or
his Successor.

     (e) Exercise of an Option. Each Option shall be exercisable at any time,
and from time to time, and in no particular order if the Optionee holds more
than one Option, throughout a period commencing on or after the Date of Grant,
or vesting date as specified by the Committee, and ending upon the earliest of
the expiration, cancellation, surrender or termination of the Option.
Furthermore, the exercise of each Option shall be subject to the condition that
if at any time the Company shall determine in its discretion that the
satisfaction of withholding tax or other withholding liabilities, or that the
listing, registration, or qualification of any share otherwise deliverable upon
such exercise upon any securities exchange or under any state or federal law, or
that the report to, or consent or approval of, any regulatory body, is necessary
or desirable as a condition of, or in connection with, such exercise or the
delivery or purchase of shares pursuant thereto, then in any such event, such
exercise shall not be effective unless such


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withholding, listing, registration, qualification, report, consent or approval
shall have been effected or obtained free of any conditions not acceptable to
the Company. The Committee may provide for the alternative exercise of an Option
by surrendering the Option in exchange for an amount of cash or shares of Common
Stock equal in amount or value to the product of (A) the number of shares of
Common Stock subject to the Option (or portion thereof) being exercised and (B)
the excess, if any, of (i) the Fair Market Value of a share of Common Stock on
the date of exercise over (ii) the exercise price of the Option being exercised.
Any such alternative exercise of an Incentive Stock Option shall be in
accordance with the Code requirements for tandem grants of incentive stock
options and stock appreciation rights. If an Option is exercised through a
surrender, as described above, the shares of Common Stock subject to such Option
shall be subtracted from the number of remaining shares available for issuance
pursuant to the Plan.

     (f) Nontransferability of Option. Except as may otherwise be provided in an
applicable Non-Qualified Stock Option Agreement, no Option shall be transferable
or assignable by an Optionee, voluntarily, or by operation of law, other than by
will or the laws of descent and distribution. Each Option shall be exercisable,
during the Optionee's lifetime, only by the Optionee. No Option or the shares
covered thereby shall be pledged or hypothecated in any way.

     (g) Termination of Employment. Except as otherwise provided in an
applicable Option agreement, upon the termination of an Optionee's employment or
relationship with the Company or with any of its Subsidiaries for any reason
other than death, the Optionee's Options shall expire unless exercised prior to
the date of the expiration of such Options or within ninety (90) days after said
termination of employment or relationship, whichever occurs first. Neither the
adoption of this Plan nor the grant of an Option to an eligible person shall
alter in any way the Company's or the relevant Subsidiary's rights to terminate
such person's employment or directorship at any time with or without cause nor
does it confer upon such person any rights or privileges to continued
employment, or any other rights and privileges, except as specifically provided
in the Plan.

     (h) Death of Optionee. Except as otherwise provided in an applicable Option
Agreement, if an Optionee dies while in the employ of the Company or any
Subsidiary, his Option shall expire unless exercised (to the extent exercisable
immediately prior to Optionee's death) by his Successor prior to the date of
expiration of such Options or one (1) year from the date of the Optionee's
death, whichever occurs first.

     (i) Ten Percent Stockholders. Notwithstanding anything herein to the
contrary, an Option which is intended to qualify as an Incentive Stock Option
may be granted hereunder to any Optionee who, immediately before such Option is
granted, beneficially owns, directly or indirectly, more than 10% of the total
voting power of all classes of stock of the Company only if both of the
following conditions are met:

          (i) The option price per share shall be no less than 110% of the Fair
     Market Value of a share of Common Stock on the Date of Grant; and

          (ii) The expiration date of the Option shall be not more than five (5)
     years from the Date of Grant.


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         (j) Aggregate Fair Market Value. Notwithstanding anything herein to the
contrary, with respect to an Option which is intended to qualify as an Incentive
Stock Option, the aggregate Fair Market Value (determined as of the time the
option is granted) of the Common Stock with respect to which Incentive Stock
Options are exercisable for the first time by an Optionee during any calendar
year (under all incentive stock option plans of the Company, and its parent and
Subsidiary corporations) shall not exceed $100,000.

         (k) Other Terms. Each Incentive Stock Option Agreement or Non-Qualified
Stock Option Agreement, as the case may be, may contain such other provisions
(not inconsistent herewith) as the Committee in its discretion may determine,
including, without limitation:

               (i) a provision conditioning the exercise of all or part of an
          Option upon such matters as the Committee may deem appropriate (if
          any) such as the passage of time, or the attainment of certain
          performance goals appropriate to reflect the contribution of the
          Optionee to the performance of the Company;

               (ii) a provision giving the Committee the discretionary authority
          to accelerate the exercisability of an Option in spite of any contrary
          provision contained in an Option, under such circumstances as the
          Committee may deem appropriate;

               (iii) the manner in which an Option is to be exercised;

               (iv) investment representations; and

               (v) confidentiality, nondisclosure, noncompete and
          nonsolicitation provisions.

     7. No Entitlement or Disqualification. The grant of an Option shall not be
deemed either to entitle the Optionee to, or disqualify the Optionee from,
participation in any other grant of options under this Plan or any other stock
option plan of the Company.

     8. Allotment of Shares. Subject to the other terms of this Plan, the
Committee shall, in its discretion, determine the number of Options to be
granted from time to time to a Participant.

     9. Adjustments. The number of shares of Common Stock covered by each
outstanding Option granted under the Plan and the option price shall be adjusted
to reflect, as deemed appropriate by the Committee in its discretion, any stock
dividend, stock split, reverse stock split, share combination, exchange of
shares, recapitalization, merger, consolidation, separation, reorganization,
liquidation or the like of or by the Company. Decisions by the Committee as to
what adjustments shall be made, and the extent thereof, shall be final, binding
and conclusive for all purposes and upon all persons. The Committee shall also
have discretion to provide, in an Option Agreement or prior to exercise of an
Option, for the assumption of any Option granted hereunder or the substitution
of other options to acquire stock of another corporation in accordance with the
principles of Code Section 424(a).

     10. Designation of Incentive Stock Options. The Committee shall cause each
Option granted hereunder to be clearly designated in the agreement evidencing
such Option, at the time of grant, as to whether or not it is intended to
qualify as an Incentive Stock Option.


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         11. Notices. Whenever any notice is required or permitted hereunder,
such notice must be in writing and personally delivered or sent by mail. Any
notice required or permitted to be delivered hereunder shall be deemed to be
delivered on the date which it is personally delivered, or, whether actually
received or not, on the third business day after it is deposited in the United
States mail, certified or registered, postage prepaid, addressed to the person
who is to receive it at the address which such person has theretofore specified
by written notice delivered in accordance herewith. The Company or an Optionee
may change, at any time and from time to time, by written notice to the other,
the address which it or he had theretofore specified for receiving notices.
Until changed in accordance herewith, the Company and each Optionee shall
specify as its and his address for receiving notices the address set forth in
the option agreement pertaining to the shares to which such notice relates.

         12. Amendment or Discontinuance. The Plan and any Option outstanding
hereunder may be amended or discontinued by the Board without the approval of
the stockholders of the Company, except that the Board may not, without such
approval, (i) change the categories of persons who are Participants in the Plan,
(ii) materially increase the benefits which may accrue to Participants under the
Plan, or (iii) make any other change requiring stockholder approval under any
applicable rule, regulation, or procedure of any national securities exchange or
securities association upon which any securities of the Company are listed (or
any listing agreement with any such securities exchange or securities
association), except in each of clauses (i) and (ii) as expressly provided in
the Plan.

         13. Effect of the Plan. Neither the adoption of this Plan nor any
action of the Board or Committee shall be deemed to give any person any right to
be granted an option to purchase Common Stock of the Company or any of its
Subsidiaries, or any other rights except as may be evidenced by an Option
Agreement, or any amendment thereto, duly authorized by the Committee and
executed on behalf of the Company and then only to the extent and on the terms
and conditions expressly set forth therein.

     14. Effective Date. This Plan shall be effective on the date of its
adoption by the Board (the "Effective Date").

     15. Term. No option may be granted under this Plan after February 28, 2012.

     16. Governing Law. All questions arising with respect to the provisions of
the Plan or any agreement entered into hereunder or any Option shall be
determined by application of the laws of the State of Delaware except to the
extent Delaware law is preempted by federal law.


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