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                                                                   EXHIBIT 10.29



                          CLARK BARDES HOLDINGS, INC.

                          EMPLOYEE STOCK PURCHASE PLAN


                              ARTICLE I.  PURPOSE

         1.01    Purpose.  The Clark Bardes Holdings, Inc. Employee Stock
Purchase Plan is intended to provide a method whereby employees of Clark Bardes
Holdings, Inc. and its subsidiary corporations (hereinafter referred to, unless
the context otherwise requires, as the "Company") will have an opportunity to
acquire a proprietary interest in the Company through the purchase of shares of
the Common Stock, par value $0.01 (the "Common Stock") of the Company.  It is
the intention of the Company to have the Plan qualify as an "employee stock
purchase plan" under Section 423 of the Internal Revenue Code of 1986, as
amended (the "Code").  The provisions of the Plan shall be construed so as to
extend and limit participation in a manner consistent with the requirements of
that section of the Code.

                            ARTICLE II.  DEFINITIONS

         2.01    Base Pay.  The term "base pay" shall mean regular straight-time
earnings excluding payments for overtime, shift premium, bonuses, severance pay
and other special payments, commissions and other marketing incentive payments.

         2.02    Committee.  The term "Committee" shall mean the individuals 
described in Article XI.

         2.03    Employee.  The term "employee" means any person who is
customarily employed on a full-time or part-time basis by the Company or a
Subsidiary Corporation and is regularly scheduled to work more than 20 hours per
week.

         2.04    Subsidiary.  The term "Subsidiary Corporation" shall mean any
present or future corporation which (i) would be a "subsidiary corporation" of
Company as that term is defined in Section 424 of the Code and (ii) is
designated as a participating company in the Plan by the Committee.

                  ARTICLE III.  ELIGIBILITY AND PARTICIPATION

         3.01    Initial Eligibility.  Any employee who shall have completed
ninety (90) days' employment and shall be employed by the Company on the date
his participation in the Plan is to become effective shall be eligible to
participate in offerings under the Plan which commence on or after such ninety
day period has concluded.

         3.02    Leave of Absence.  For purposes of participation in the Plan,
a person on leave of absence shall be deemed to be an employee for the first 90
days of such leave of absence and such employee's employment shall be deemed to
have terminated at the close of business on the 90th day of such leave of
absence unless such employee shall have returned to regular full-time or
part-time employment (as the case may be) prior to the close of business on
such 90th day.
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Termination by the Company of any employee's leave of absence, other than
termination of such leave of absence on return to full-time or part-time
employment, shall terminate an employee's employment for all purposes of the
Plan and shall terminate such employee's participation in the Plan and right to
exercise any option.

         3.03    Restrictions in Participation.  Notwithstanding any provisions
of the Plan to the contrary, no employee shall be granted an option to
participate in the Plan:

                 (a)      if, immediately after the grant, such employee would
         own stock, and/or hold outstanding options to purchase stock,
         possessing 5% or more of the total combined voting power or value of
         all classes of stock of the Company (for purposes of this paragraph,
         the rules of Section 424(d) of the Code shall apply in determining
         stock ownership of any employee); or

                 (b)      which permits his rights to purchase stock under all
         employee stock purchase plans of the Company to accrue at a rate which
         exceeds $25,000 in fair market value of the stock (determined at the
         time such option is granted) for each calendar year in which such
         option is outstanding.

         3.04    Commencement of Participation.  An eligible employee may
become a participant by completing an authorization for a payroll deduction on
the form provided by the Company and filing it with the office of the Treasurer
of the Company on or before the date set therefor by the Committee, which date
shall be prior to the Offering Commencement Date for the Offering (as such
terms are defined below).  Payroll deductions for a participant shall commence
on the applicable Offering Commencement Date when his authorization for a
payroll deduction becomes effective and shall end on the Offering Termination
Date of the Offering to which such authorization is applicable unless sooner
terminated by the participant as provided in Article VIII.

                             ARTICLE IV.  OFFERINGS

         4.01    Semi-Annual Offerings.  The Plan will be implemented by eight
semi-annual offerings of the Company's Common Stock (the "Semi-Annual
Offerings") beginning on the 1st day of January and the first day of July in
each of the years 1999, 2000, 2001 and 2002, and terminating on June 30 and
December 31 of such year, respectively.  The maximum number of shares issuable
for each Semi-Annual Offering shall be:

         o       From January 1, 1999 to June 30, 1999:  25,000 shares.

         o       From July 1, 1999 to December 31, 1999:  25,000 shares plus
                 unissued shares from the prior Offerings.

         o       From January 1, 2000 to June 30, 2000:  25,000 shares plus
                 unissued shares from the prior Offerings.

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         o       From July 1, 2000 to December 31, 2000:  25,000 shares plus
                 unissued shares from the prior Offerings.

         o       From January 1, 2001 to June 30, 2001:  25,000 shares plus
                 unissued shares from the prior Offerings.

         o       From July 1, 2001 to December 31, 2001:  25,000 shares plus
                 unissued shares from the prior Offerings.

         o       From January 1, 2002 to June 30, 2002:  25,000 shares plus
                 unissued shares from the prior Offerings.

         o       From July 1, 2002 to December 31, 2002:  25,000 shares plus
                 unissued shares from the prior Offerings.

         4.02    Offering Dates.  As used in the Plan, "Offering Commencement
Date" means the January 1 or July 1, as the case may be, on which the
particular Semi-Annual Offering begins and "Offering Termination Date" means
the December 31 or June 30 as the case may be, on which the particular
Semi-Annual Offering terminates.  The Semi-Annual Offering is herein
collectively referred to as an "Offering."

                         ARTICLE V.  PAYROLL DEDUCTIONS

         5.01    Amount of Deduction.  At the time a participant files his
authorization for payroll deduction, he shall elect to have deductions made
from his pay on each payday during the time he is a participant in an Offering
at the rate of 1, 2, 3, 4, 5, 6, 7, 8, 9 or 10% of his base pay in effect at
the Offering Commencement Date of such Offering.  In the case of a part-time
hourly employee, such employee's base pay during the Offering shall be
determined by multiplying such employee's hourly rate of pay in effect on the
Offering Commencement Date by the number of regularly scheduled hours of work
for such employee during such Offering.

         5.02    Participant's Account.  All payroll deductions made for a
participant shall be credited to his account under the Plan.  A participant may
not make any separate cash payment into such account except when on leave of
absence and then only as provided in Section 5.04.

         5.03    Changes in Payroll Deductions.  A participant may discontinue
his participation in the Plan as provided in Article VIII, but no other change
can be made during an Offering and, specifically, a participant may not alter
the amount of his payroll deductions for that Offering.

         5.04    Leave of Absence.  If a participant goes on a leave of
absence, such participant shall have the right to elect: (a) to withdraw the
balance in his or her account pursuant to Section 7.02, (b) to discontinue
contributions to the Plan but remain a participant in the Plan, or (c) remain a
participant in the Plan during such leave of absence, authorizing deductions to
be made from payments by the Company to the participant during such leave of
absence and undertaking to make cash payments to the Plan at the end of each
payroll period to the extent that amounts





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payable by the Company to such participant are insufficient to meet such
participant's authorized Plan deductions.

                        ARTICLE VI.  GRANTING OF OPTION

         6.01    Number of Option Shares.  On the Commencement Date of each
Offering, a participating employee shall be deemed to have been granted an
option to purchase a maximum number of shares of stock of the Company equal to
an amount determined as follows: an amount equal to (i) that percentage of the
employee's base pay which he has elected to have withheld (but not in any case
in excess of 10%) multiplied by (ii) the employee's base pay during the period
of the Offering (iii) divided by the lower of (a) 85% of the fair market value
of a share of Common Stock on the applicable Offering Commencement Date or (b)
85% of the fair market value of a share of Common Stock on the applicable
Offering Termination Date as determined as provided in paragraphs (a) and (b )
of Section 6.02 below, as applicable.  An employee's base pay during the period
of an Offering shall be determined by multiplying, in the case of a Semi-Annual
Offering, his normal weekly rate of pay (as in effect on the last day prior to
the Commencement Date of the particular offering) by 26 or the hourly rate by
1,040 provided that, in the case of a part-time hourly employee, the employee's
base pay during the period of an Offering shall be determined by multiplying
such employee's hourly rate by the number of regularly scheduled hours of work
for such employee during such Offering.

         6.02    Option Price.  The option price of each share of Common Stock
purchased with payroll deductions made during such Offering for a participant
therein shall be the lower of:

                 (a)      85% of the fair market value of a share of Common
         Stock, as determined below, on the Offering Commencement Date or, if
         applicable, the nearest prior trading day; or

                 (b)      85% of the fair market value of a share of Common
         Stock on the Offering Termination Date or, if applicable, the nearest
         prior trading day.

         Fair market value shall be the closing price of the Common Stock on
the New York Stock Exchange or the NASDAQ National Market or any other national
exchange on which the Common Stock is traded.  Provided, however, if the Common
Stock of the Company is not admitted to trading on any of the aforesaid dates
for which closing prices of the Common Stock are to be determined, then
reference shall be made to the fair market value of the Common Stock on that
date, as reasonably determined in good faith on such basis as shall be
established or specified for the purpose by the Committee.


                        ARTICLE VII.  EXERCISE OF OPTION

         7.01    Automatic Exercise.  Unless a participant gives written notice
to the Company as hereinafter provided, his option for the purpose of stock
with payroll deductions made during any Offering will be deemed to have been
exercised automatically on the Offering Termination Date applicable to such
Offering, for the purchase of the number of full shares of stock which the
accumulated payroll deductions in his account at that time will purchase at the
applicable option





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price (but not in excess of the number of shares for which options have been
granted to the employee pursuant to Section 6.01), and any excess in his
account at that time will be returned to him.

         7.02    Withdrawal of Account.  By written notice to the Treasurer of
the Company, at any time prior to the Offering Termination Date applicable to
any Offering, a participant may, as further provided in Article VIII, elect to
withdraw all the accumulated payroll deductions in his account at such time.

         7.03    Fractional Shares.  Fractional shares will not be issued under
the Plan and any accumulated payroll deductions which would have been used to
purchase fractional shares will be returned to any employee promptly following
the termination of an Offering, without interest.

         7.04    Transferability of Option.  During a participant's lifetime,
options held by such participant shall be exercisable only by that participant.

         7.05    Delivery of Stock.  As promptly as practicable after the
Offering Termination Date of each Offering, the Company will deliver to each
participant, as appropriate, the stock purchased upon exercise of his option.

                           ARTICLE VIII.  WITHDRAWAL

         8.01    In General.  As indicated in Section 7.02, a participant may
withdraw payroll deductions credited to his account under the Plan at any time
by giving written notice to the Treasurer of the Company.  All of the
participant's payroll deductions credited to his account will be paid to him
promptly after receipt of his notice of withdrawal, and no further payroll
deductions will be made from his pay during such Offering.  The Company may, at
its option, treat any attempt to borrow by an employee on the security of his
accumulated payroll deductions as an election, under Section 7.02, to withdraw
such deductions.

         8.02    Effect on Subsequent Participation.  A participant's
withdrawal from any Offering will not have any effect upon his eligibility to
participate in any succeeding Offering or in any similar plan which may
hereafter be adopted by the Company.

         8.03    Termination of Employment.  Upon termination of the
participant's employment for any reason, including retirement (but excluding
death while in the employ of the Company or continuation of a leave of absence
for a period beyond 90 days), the payroll deductions credited to his account
will be returned to him, or, in the case of his death subsequent to the
termination of his employment, to the person or persons entitled thereto under
Section 12.01.

         8.04    Termination of Employment Due to Death.  Upon termination of
the participant's employment because of his death, his beneficiary (as defined
in Section 12.01) shall have the right to elect, by written notice given to the
Treasurer of the Company prior to the earlier of the Offering Termination Date
or the expiration of a period of sixty (60) days commencing with the date of
the death of the participant, either:





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                 (a)      to withdraw all of the payroll deductions credited to
         the participant's account under the Plan, or

                 (b)      to exercise the participant's option for the purchase
         of stock on the Offering Termination Date next following the date of
         the participant's death for the purchase of the number of full shares
         of stock which the accumulated payroll deductions in the participant's
         account at the date of the participant's will purchase at the
         applicable option price, and any excess in such account will be
         returned to said beneficiary, without interest.

         In the event that no such written notice of election shall be duly
received by the office of the Treasurer of the Company, the beneficiary shall
automatically be deemed to have elected, pursuant to paragraph (b), to exercise
the participant's option.

         8.05    Leave of Absence.  A participant on leave of absence shall,
subject to the election made by such participant, continue to participate in
the Plan so long as such participant is on continuous leave of absence.  A
participant who has been on leave of absence for more than 90 days and who
therefore is not an employee for the purpose of the Plan shall not be entitled
to participate in any offering commencing after the 90th day of such leave of
absence.  Notwithstanding any other provisions of the Plan, unless a
participant on leave of absence returns to regular full-time or part-time
employment with the Company at the earlier of: (a) the termination of such
leave of absence or (b) three months from the 90th day of such leave of
absence, such participant's participation in the Plan shall terminate on
whichever of such dates first occurs.

                             ARTICLE IX.  INTEREST

         9.01    Payment of Interest.  No interest will be paid or allowed on
any money paid into the Plan or credited to the account of any participant
employee.

                               ARTICLE X.  STOCK

         10.01   Maximum Shares.  The maximum number of shares which shall be
issued under the Plan, subject to adjustment upon changes in capitalization of
the Company as provided in Section 12.04 shall be 25,000 shares in each
Semi-Annual Offering plus in each Offering all unissued shares from prior
Offerings, whether offered or not, not to exceed 200,000 shares for all
Offerings.  If the total number of shares for which options are exercised on
any Offering Termination Date in accordance with Article VI exceeds the maximum
number of shares for the applicable offering, the Company shall make a pro rata
allocation of the shares available for delivery and distribution in a nearly
uniform manner as shall be practicable and as it shall determine to be
equitable, and the balance of payroll deductions credited to the account of
each participant under the Plan shall be returned to him as promptly as
possible.

         10.02   Participant's Interest in Option Stock.  The participant will
have no interest in stock covered by his option until such option has been
exercised.





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         10.03   Registration of Stock.  Stock to be delivered to a participant
under the Plan will be registered only in the name of the participant.

         10.04   Restrictions on Exercise.  The Board of Directors may, in its
discretion, require as conditions to the exercise of any option that the shares
of Common Stock reserved for issuance upon the exercise of the option shall
have been duly listed, upon official notice of issuance, upon a stock exchange,
and that either:

                 (a)      a Registration Statement under the Securities Act of
         1933, as amended, with respect to said shares shall be effective, or

                 (b)      the participant shall have represented at the time of
         purchase, in form and substance satisfactory to the Company, that it
         is his intention to purchase the shares for investment and not for
         resale or distribution.

                          ARTICLE XI.  ADMINISTRATION

         11.01   Appointment of Committee.  The Board of Directors shall
appoint a committee (the "Committee") to administer the Plan, which shall
consist of no fewer that three members of the Board of Directors.

         11.02   Authority of Committee.  Subject to the express provisions of
the Plan, the Committee shall have plenary authority in its discretion to
interpret and construe any and all provisions of the Plan, to adopt rules and
regulations for administering the Plan, and to make all other determinations
deemed necessary or advisable for administering the Plan.  The Committee's
determination on the foregoing matters shall be conclusive.

         11.03   Rules Governing the Administration of the Committee.  The
Board of Directors may from time to time appoint members of the Committee in
substitution for or in addition to members previously appointed and may fill
vacancies, however caused, in the Committee.  The Committee may select one of
its members as its Chairman and shall hold its meetings at such times and
places as it shall deem advisable and may hold telephonic meetings.  A majority
of its members shall constitute a quorum.  All determinations of the Committee
shall be made by a majority of its members.  The Committee may correct any
defect or omission or reconcile any inconsistency in the Plan, in the manner
and to the extent it shall deem desirable. Any decision or determination
reduced to writing and signed by a majority of the members of the Committee
shall be as fully effective as if it had been made by a majority vote at a
meeting duly called and held.  The Committee may appoint a secretary and shall
make such rules and regulations for  the conduct of its business as it shall
deem advisable.

                          ARTICLE XII.  MISCELLANEOUS

         12.01   Designation of Beneficiary.  A participant may file a written
designation of a beneficiary who is to receive any stock and/or cash.  Such
designation of beneficiary may be changed by the participant at any time by
written notice to the Treasurer of the Company.  Upon the death of a
participant and upon receipt by the Company of proof of identity and existence
at





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the participant's death of a beneficiary validly designated by him under the
Plan, the Company shall deliver such stock and/or cash to such beneficiary.  In
the event of the death of a participant and in the absence of a beneficiary
validly designated under the Plan who is living at the time of such
participant's death, the company shall deliver such stock and/or cash to the
executor or administrator of the estate of the participant, or if no such
executor or administrator has been appointed (to the knowledge of the Company),
the Company, in its discretion, may deliver such stock and/or cash to the
spouse or to any one or more dependents of the participant as the Company may
designate.  No beneficiary shall, prior to the death of the participant by whom
he has been designated, acquire any interest in the stock or cash credited to
the participant under the Plan.

         12.02   Transferability.  Neither payroll deductions credited to a
participant's account nor any rights with regard to the exercise of an option
or to receive stock under the Plan may be assigned, transferred, pledged, or
otherwise disposed of in any way by the participant other than by will or the
laws of descent and distribution.  Any such attempted assignment, transfer,
pledge or other disposition shall be without effect, except that the Company
may treat such act as an election to withdraw funds in accordance with Section
7.02.

         12.03   Use of Funds.  All payroll deductions received or held by the
Company under this Plan may be used by the Company for any corporate purpose
and the Company shall not be obligated to segregate such payroll deductions.

         12.04   Stock Subject to Plan.  The stock purchasable under the Plan
shall be shares of authorized but unissued or reacquired Common Stock,
including shares of Common Stock purchased on the open market.

         12.05   Adjustments Upon Changes in Capitalization.

                 (a)      If, while any options are outstanding, the
         outstanding shares of Common Stock of the Company have increased,
         decreased, changed into, or been exchanged for a different number or
         kind of shares or securities of the Company through reorganization,
         merger, recapitalization, reclassification, stock split, reverse stock
         split or similar transaction, appropriate and proportionate
         adjustments may be made by the Committee in the number and/or kind of
         shares which are subject to purchase under outstanding options and on
         the option exercise price or prices applicable to such outstanding
         options.  In addition, in any such event, the number and/or kind of
         shares which may be offered in the Offerings described in Article IV
         hereof shall also be proportionately adjusted.  No adjustments shall
         be made for stock dividends.  For the purposes of this paragraph, any
         distribution of shares to shareholders in an amount aggregating 20% or
         more of the outstanding shares shall be deemed a stock split and any
         distributions of shares aggregating less than 20% of the outstanding
         shares shall be deemed a stock dividend.

                 (b)      Upon the dissolution or liquidation of the Company,
         or upon a reorganization, merger or consolidation of the Company with
         one or more corporations as a result of which the Company is not the
         surviving corporation, or upon a sale of substantially all of the
         property or stock of the Company to another corporation, the





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         holder of each option then outstanding under the Plan will thereafter
         be entitled to receive at the next Offering Termination Date upon the
         exercise of such option for each share as to which such option shall
         be exercised, as nearly as reasonably may be determined, the cash,
         securities and/or property which a holder of one share of the Common
         Stock was entitled to receive upon and at the time of such
         transaction.  The Board of Directors shall take such steps in
         connection with such transactions as the Board shall deem necessary to
         assure that the provision of this Section 12.05 shall thereafter be
         applicable, as nearly as reasonably may be determined, in relation to
         the said cash, securities and/or property as to which such holder of
         such option might thereafter be entitled to receive.

         12.06   Amendment and Termination.  The Board of Directors shall have
complete power and authority to terminate and amend the Plan; provided,
however, that the Board of Directors shall not, without the approval of the
stockholders of the Corporation (i) increase the maximum number of shares which
may be issued under any Offering (except pursuant to Section 12.05); (ii) amend
the requirements as to the class of employees eligible to purchase stock under
the Plan.  No termination, modification, or amendment of the Plan may, without
the consent of an employee then having an option under the Plan to purchase
stock, adversely affect the rights of such employee under such option.

         12.07   Effective Date.  The Plan shall become effective as of January
1, 1999, subject to approval by the holders of the majority of the Common Stock
present and represented at a special or annual meeting of the shareholders held
on or before December 31, 1998.  If the Plan is not so approved, the Plan shall
not become effective.

         12.08   Plan Termination.  Unless sooner terminated by the Board of
Directors, the Plan shall terminate upon the earliest of: (a) the last business
day in December 2002, (b) the date on which all shares available for issuance
under the Plan shall have been sold pursuant to purchase rights exercised under
the Plan, or (c) the date on which all purchase rights are exercised in
connection with a corporate transaction, pursuant to Section 12.05(b).  No
further purchase rights shall be granted for or exercised, and no further
payroll deductions shall be collected, under the Plan following its
termination; however, any remaining administrative matters provided for herein
shall be carried out.

         12.09   No Employment Rights.  The Plan does not, directly or
indirectly, create any right for the benefit of any employee or class of
employees to purchase any shares under the Plan, or create in any employee or
class of employees any right with respect to continuation of employment by the
Company, and it shall not be deemed to interfere in any way with the Company's
right to terminate, or otherwise modify, an employee's employment at any time.

         12.10   Effect of Plan.  The provisions of the Plan shall, in
accordance with its terms, be binding upon, and inure to the benefit of, all
successors of each employee participating in the Plan, including, without
limitation, such employee's estate and the executors, administrators or
trustees thereof, heirs and legatees, and any receiver, trustee in bankruptcy
or representative of creditors of such employee.





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         12.11   Governing Law.  The law of the State of Delaware will govern
all matters relating to his Plan except to the extent it is superseded by the
laws of the United States.





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