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                                                                   EXHIBIT 10.33





                         COMMISSION TRANSFER AGREEMENT

                          RELATING TO THE TRANSFER BY

                W.T. WAMBERG AND THE WAMBERG ORGANIZATION, INC.

                      OF THE RIGHTS TO CERTAIN COMMISSIONS

                             TO CLARK/BARDES, INC.



                           Dated:  December __, 1998
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                         COMMISSION TRANSFER AGREEMENT


         COMMISSION TRANSFER AGREEMENT made as of December __, 1998 by and
between W.T. WAMBERG ("Principal"), THE WAMBERG ORGANIZATION, INC., an Illinois
corporation and wholly owned by Principal ("TWO"), and CLARK/BARDES, INC., a
Delaware corporation ("CBI").

                              W I T N E S S E T H:

         WHEREAS, Principal is a shareholder in CBI and a successful insurance
producer who markets executive benefit and insurance plans to corporations and
not-for-profit organizations;

         WHEREAS, Principal and CBI have entered into that certain Principal
Office Agreement on or about September 30, 1993 (the "Principal Office
Agreement") pursuant to which Principal has agreed to solicit, sell and
implement life insurance or consulting services and CBI has agreed to furnish
Principal marketing-materials, plan design ideas, selected life insurance
products and other services to assist Principal in the sales process;

         WHEREAS, the Principal Office Agreement provides a procedure pursuant
to which each of CBI and Principal receive commissions and fees for services
performed thereunder;

         WHEREAS, the Principal has assigned certain of these commissions to
TWO; and

         WHEREAS, the Principal, TWO and CBI have agreed to reallocate how the
commissions and fees are paid to the Principal, TWO and CBI under the Principal
Office Agreement in exchange for the payment of $7,400,000 by CBI to TWO.

         NOW, THEREFORE, in consideration of the premises, conditions  and the
mutual covenants and agreements hereinafter set forth, the parties hereto agree
as follows:

         1.      Commissions to be Transferred.  Subject to the terms and
conditions of this Agreement, Principal, TWO and CBI agree to modify the
Principal Office Agreement such that the commissions and fees related to
certain Covered Business (as such term is described in the Principal Office
Agreement) shall be modified as follows (the "Transferred Business"):

                 (a)      Commissions and fees net of any CBI Administrative
         Costs (as defined and determined pursuant to the Principal Office
         Agreement) which results from the Transferred Business existing as of
         December __, 1998 pursuant to the Principal Office Agreement and
         listed on Exhibit A hereto (the "Transferred Commissions") shall be
         divided between Principal and CBI such that 50% of the Transferred
         Commissions is payable to CBI and 50% of the Transferred Commissions
         is payable to the Principal, subject to the adjustments described
         below.





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                 (b)      Upon receipt of the Transferred Commissions by CBI,
         CBI shall pay the Principal 50% of such Transferred Commissions which
         shall be distributed on a monthly basis in accordance with the terms
         of the Principal Office Agreement.  CBI shall keep 31% of such
         Transferred Commissions for its own account and CBI shall set up a
         reserve on the CBI Balance Sheet equal to 19% of such Transferred
         Commissions to be distributed in accordance herewith (the "Commission
         Account").

                 (c)      Within fifteen (15) days following the end of each
         month, CBI shall conduct an accounting to determine the balance of the
         Commission Account.  If the balance of the Commission Account is
         greater than the amounts provided for on Exhibit B (the "Target
         Amount") with respect to the applicable month, CBI will distribute 50%
         of such excess to the Principal within thirty (30) days following the
         end of such month.  If the balance of the Commission Account is less
         than the Target Amount (the difference referred to as the "Shortfall
         Amount"), CBI shall transfer all such amounts in the Commission
         Account to its own account within thirty (30) days following the end
         of such month (the "Transfer Date") and be entitled to keep all such
         amounts.  In addition, CBI shall be entitled to receive all
         Transferred Commissions from the Transfer Date through the date on
         which CBI has received Transferred Commissions, otherwise payable to
         Principal, equal to the Shortfall Amount ("Shortfall Commissions").
         The Shortfall Commissions shall be in addition to any other
         Transferred Commissions which CBI shall otherwise be entitled to
         receive.  If the balance of the Commission Account is equal to the
         Target Amount, no adjustment will be made.

                 (d)      Principal or TWO, as appropriate, and CBI agree to
         advise the various insurance companies related to the Transferred
         Business described on Exhibit A hereto to pay CBI directly all
         Transferred Commissions.  CBI shall be the receiving party with
         respect to all such commissions and fees and will be responsible for
         paying Principal its share of such commissions and fees in accordance
         herewith.

                 (e)      All commissions and fees not related to Transferred
         Business shall be allocated among the parties pursuant to the
         Principal Office Agreement.  All other terms and provisions of the
         Principal Office Agreement, other than the terms and provisions
         amended pursuant hereto, shall apply to the Transferred Commissions
         and the Transferred Business.

         2.      Purchase Price.  The purchase price to be paid for the
transfer of the Transferred Commissions hereunder shall be $7,400,000 (the
"Purchase Price").  The Purchase Price shall be paid to TWO at the Closing by
certified or cashier's check or wire transfer of funds.

         3.      Closing.  The closing of the transfer of the Transferred
Commissions pursuant to this Agreement (the "Closing") shall take place on
December __, 1998 at such time and place as shall be mutually agreed upon by
the parties (the "Closing Date").





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         4.      Representations and Warranties of Principal.  As of the date
hereof, and as of the Closing, Principal represents and warrants to CBI and TWO
as follows:

                 4.1      Capacity and Authority of Principal.  Principal has
         the power and authority to enter into and perform this Agreement and
         the other documents and transactions contemplated hereby.  This
         Agreement and the other documents executed and delivered by Principal
         pursuant hereto constitute the legal, valid and binding obligations of
         Principal, enforceable in accordance with their respective terms.

                 4.2      No Conflict.  Neither the execution, delivery or
         performance of this Agreement and all other documents in connection
         herewith nor the consummation of the transactions contemplated hereby
         and thereby will violate or conflict with or constitute a breach of or
         default under any contract, instrument, agreement, indenture, license,
         law, order, regulation or judgment to which Principal is a party or by
         which Principal or the Transferred Commissions may be bound or
         affected.  No authorization, consent or approval or any order of any
         governmental or public authority or agency is required for the
         execution, delivery or performance of this Agreement or the
         consummation of the transactions contemplated hereby.

         5.      Representations and Warranties of TWO.  As of the date hereof
and as of the Closing, TWO represents and warrants to Principal and CBI as
follows:

                 5.1      Organization, Standing and Authority of TWO.  TWO is
         a corporation duly organized, validly existing and in good standing
         under the laws of Illinois, with the corporate power to execute and
         deliver this Agreement and to carry out its obligations hereunder.
         The execution, delivery and performance of this Agreement and all
         other documents in connection herewith and the consummation of the
         transactions contemplated hereby have been duly and validly authorized
         by TWO's Board of Directors, and no other corporate proceedings on the
         part of TWO are necessary to authorize this Agreement and the
         transactions contemplated hereby.  All requisite corporate action has
         been taken to make them valid and binding upon TWO in accordance with
         their respective terms.  This Agreement and the other documents
         executed and delivered by TWO pursuant hereto constitute legal, valid
         and binding obligations of TWO, enforceable in accordance with their
         respective terms.

                 5.2      No Conflict.  Neither the execution, delivery or
         performance of this Agreement and all other documents in connection
         herewith nor the consummation of the transactions contemplated hereby
         and thereby will violate or conflict with or constitute a breach of or
         default under any contract, instrument,  articles of incorporation,
         by-law, agreement, indenture, license, law, order, regulation or
         judgment to which TWO is a party or by which TWO or the Transferred
         Commissions may be bound or affected.  No authorization, consent or
         approval or any order of any governmental or public authority or
         agency is required for the execution, delivery or performance of this
         Agreement or the consummation of the transactions contemplated hereby.





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         6.      Representations and Warranties of CBI.  As of the date hereof
and as of the Closing, CBI represents and warrants to Principal and TWO as
follows:

                 6.1      Organization, Standing and Authority of CBI.  CBI is
         a corporation duly organized, validly existing and in good standing
         under the laws of Delaware, with the corporate power to execute and
         deliver this Agreement and to carry out its obligations hereunder.
         The execution, delivery and performance of this Agreement and all
         other documents in connection herewith and the consummation of the
         transactions contemplated hereby have been duly and validly authorized
         by CBI's Board of Directors, and no other corporate proceedings on the
         part of CBI are necessary to authorize this Agreement and the
         transactions contemplated hereby.  All requisite corporate action has
         been taken to make them valid and binding upon CBI in accordance with
         their respective terms.  This Agreement and the other documents
         executed and delivered by CBI pursuant hereto constitute legal, valid
         and binding obligations of CBI, enforceable in accordance with their
         respective terms.

                 6.2      No Conflict.  Neither the execution, delivery or
         performance of this Agreement and all other documents in connection
         herewith nor the consummation of the transactions contemplated hereby
         and thereby will violate or conflict with or constitute a breach of or
         default under any contract, instrument,  articles of incorporation,
         by-law, agreement, indenture, license, law, order, regulation or
         judgment to which CBI is a party or by which CBI or the Transferred
         Commissions may be bound or affected.  No authorization, consent or
         approval or any order of any governmental or public authority or
         agency is required for the execution, delivery or performance of this
         Agreement or the consummation of the transactions contemplated hereby.

         7.      Survival of Representations and Warranties; Indemnities.

                 7.1      Survival. All representations, warranties and
         covenants made by a party herein or hereunder shall be deemed to be
         relied upon by the other party regardless of any investigation made by
         or on behalf of such party, and all statements made in any
         certificate, list, schedule, exhibit or other document delivered
         pursuant hereto prior to or at the Closing shall be deemed warranties
         and representations made under this Agreement.

                 7.2      Term of Transferred Commissions.  The term of this
         Agreement shall expire on December ___, 2008 ( the "Termination
         Date").  Upon the Termination Date, the allocation of commissions and
         fees with respect to the Transferred Commissions shall revert to the
         allocations provided for in the Principal Office Agreement and the
         terms of this Agreement related to such allocations shall no longer be
         applicable.





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         8.      Conditions to Obligations of CBI.  CBI's obligation to
consummate the transactions contemplated by this Agreement is subject to the
following conditions for the exclusive benefit of CBI, to be fulfilled and/or
performed on or prior to the Closing:

                 8.1      Accuracy of Representations and Warranties.  The
         representations and warranties made by Principal and TWO in this
         Agreement shall be true and correct in all respects on and as of the
         Closing.

                 8.2      Completion of a IPO.  CBI shall have successfully
         completed its initial public offering.

         9.      Conditions to Obligations of Principal and TWO.  The
obligations of Principal and TWO to consummate the transactions contemplated by
this Agreement are subject to the following conditions for the exclusive
benefit of Principal and TWO, to be fulfilled and/or performed on or prior to
the Closing:

                 9.1      Accuracy of Representations and Warranties.  The
         representations and warranties made by CBI in this Agreement shall be
         true and correct in all respects on and as of the Closing.

         10.     Miscellaneous.

                 10.1     Notice.  All notices, requests, demands and other
         communications hereunder shall be in writing and shall be deemed duly
         given if delivered in person or by courier or if sent by certified or
         registered mail, postage prepaid, to the following:

                          If to Principal or TWO:

                                         Mr. W.T. Wamberg
                                         c/o The Wamberg Organization
                                         102 South Wynstone Park Drive
                                         North Barrington, Illinois  60010
                          If to CBI:

                                         Mel G. Todd
                                         Clark/Bardes, Inc.
                                         2121 San Jacinto Street, Suite 2200
                                         Dallas, Texas  75201

or to such other address as any party may designate by written notice in the
aforesaid manner.





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                 10.2     Assignability.  This Agreement shall not be
         assignable by any of the parties hereto, without the other parties'
         written consent.  This Agreement shall inure to the benefit of and be
         binding upon the respective successors and any permitted assigns of
         CBI,  Principal and TWO.

                 10.3     Governing Law.  This Agreement shall be governed by
         and construed in accordance with the internal laws of Texas.

                 10.4     Entire Agreement.  This Agreement, the Exhibits
         hereto, and other documents delivered or to be delivered pursuant to
         this Agreement contain or will contain the entire agreement among the
         parties hereto with respect to the transactions contemplated herein.

                 10.5     Waiver.  Any failure of Principal and TWO or CBI to
         comply with any obligation, covenant, agreement or condition herein
         may be waived in writing by CBI (with respect to TWO and Principal)
         and Principal (with respect to CBI), but such waiver or failure to
         insist upon strict compliance with such obligation, covenant,
         agreement or condition shall not operate as a waiver of, or estoppel
         with respect to, any subsequent or other failure.

                 10.6     Amendment.  This Agreement may be amended, modified,
         or supplemented only by written agreement of the parties hereto.

                 10.7     Headings.  The section and other headings contained
         in this Agreement are for reference purposes only and shall not affect
         the interpretation or meaning of this Agreement.

                 10.8     Counterparts.  This Agreement may be executed in one
         or more counterparts, each of which shall be deemed an original, but
         all of which together shall constitute one and the same Agreement.

                 10.9     Further Assurances.  The parties will, from time to
         time following the Closing, upon the reasonable request of the other
         party, execute, acknowledge and deliver in proper form such further
         instruments and perform such further acts as may be reasonably
         necessary or desirable to give effect to the transactions contemplated
         by this Agreement or any Exhibit hereto.





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         IN WITNESS WHEREOF, the parties have executed this Agreement on the
date first above written.



                                                                 
                                  --------------------------------------------
                                                  W.T. Wamberg
                                  
                                  
                                  THE WAMBERG ORGANIZATION, INC.
                                  
                                  
                                  By:                                         
                                      ----------------------------------------
                                           Its:  President
                                  
                                  
                                  CLARK/BARDES, INC.
                                  
                                  
                                  By:                                         
                                      ----------------------------------------
                                  Its:  President





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                                   EXHIBIT A

                              TRANSFERRED BUSINESS





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                                   EXHIBIT B

                                 TARGET AMOUNTS





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