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                                                                   EXHIBIT 10.41




August __, 1998

CLARK/BARDES, INC.
2121 San Jacinto Street
Suite 2200
Dallas, Texas 75201-7906
Attn:  Mel Todd, President & CEO

RE:  JOINT PRODUCT DEVELOPMENT AND PRODUCTION AGREEMENT

This letter outlines the general terms on which Clark/Bardes, Inc. ("CB") and
Phoenix Home Life Mutual Insurance Company ("PHL") have agreed to enter into a
Joint Product Development and Production Agreement (the "Agreement"). The terms
are as follows:

     1.   The parties will jointly develop a life insurance product (the
          "Product") to be written by PHL (or an appropriate insurance
          subsidiary thereof) and exclusively distributed by CB. The parties
          will use their commercial best efforts to have the Product ready for
          distribution on or before December 31, 1999.

     2.   CB will use its best efforts to sell and service the Product with both
          existing and future clients and/or clients of companies acquired by
          CB. This effort will require CB to illustrate and present the Product
          to all appropriate potential clients.

     3.   CB shall have exclusive rights to distribute the Product provided that
          the production requirements set forth below are met and subject to
          PHL's requirements that CB make the Product available for distribution
          by PHL's Career Agency sales force on terms and conditions reasonably
          acceptable to CB.

     4.   CB will commit for a period of five years after the Product is
          available for sale, that sales of the Product will comprise at least
          seven and one-half percent (7.5%) of CB's total annualized new
          premiums in the markets in which similar products are sold subject to
          a minimum production level of $15 million of annualized new premiums
          from the Product (the "Product Target Production"). For purposes of
          determining Product Target Production, the term "annualized new
          premium" means annual target premium plus ten 


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          percent (10%) of excess premium, and shall exclude premium from
          supplemental offset plans.

       5. For the period commencing on the effective date of the Agreement
          and ending on the earlier of the fifth anniversary of such effective
          date and the date on which the Product is available for sale (the
          "Pre-Product Period), CB will commit that sales by CB of PHL insurance
          products (or those of PHL's insurance subsidiaries) will satisfy the
          following minimum production requirements (the "Pre-Product Target
          Production"): (a) $2.5 million of annualized new premiums for the
          first twelve month period (or portion thereof on a pro-rated basis) of
          the Pre-Product Period, and (b) $5 million of annualized new premiums
          (or a portion thereof on a pro-rated basis) for each subsequent twelve
          month period (or portion thereof on a pro-rated basis). For this
          purposed, the term "annualized new premium" will be defined in the
          same way as it is defined for purposes of determining compliance with
          Target Production above.

       6. At the end of each twelve month period, PHL will determine if the
          Product Target Production or the Pre-Product Target Production
          requirements, whichever apply, have been met. If CB fails to meet the
          applicable requirements, the penalty for non-compliance for each
          twelve month period will be $100,000.

       7. This letter agreement, which shall be binding upon CB and PHL,
          shall be incorporated into a formal document on or before _____, 1998,
          which agreement shall contain provisions regarding, among other
          things, term and termination, confidentiality, governing laws, and
          other customary terms and conditions.

Signed:                                    Signed:





_________________________                  __________________________________
Clark/Bardes, Inc.                         Phoenix Home Life Mutual Insurance
                                           Company