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                                                                   EXHIBIT 10.22


                              EMPLOYMENT AGREEMENT

         This agreement ("Agreement") entered into by and between Clark/Bardes,
Inc., ("the Company") and Kurt J. Laning ("the Employee").

                                        WITNESSETH:

         Whereas, the Company desires to retain the Employee's experience and
abilities in the business of the Company to serve as Product Actuary; and

         Whereas, the Employee desires to enter into such arrangement with the
Company; and

         Now, THEREFORE, in consideration of the mutual covenants and promises
contained herein, the Company and Employee agree and state as follows:

                               ARTICLE 1 - DUTIES

         The Employee shall devote all of his time and energies to serving as
Product Actuary of the Company. The Employee, while serving as Product Actuary,
shall have the powers and duties generally ascribed to such offices and such
additional authority and duties as may from time to time be established by the
Board of Directors. The Employee shall report and be responsible to the Vice
President, Actuary of the Company.

                                ARTICLE 2 - TERM

         This agreement shall begin December 1, 1996 and continue until
termination by either party upon 90 days written notice of the termination to
the other.

                            ARTICLE 3 - COMPENSATION

         For the services rendered by Employee hereunder, the Employee shall be
entitled to the following compensation:

         a) Salary. The Employee shall be paid an annual salary of $100,000 to
be paid semi-monthly in the usual payroll of the Company.

         b) Bonus. Commencing with 1997, the Employee shall be eligible for an
annual bonus not to exceed 50% of annual salary. Such bonus shall be agreed
upon in writing and shall be based on calendar year sales and/or financial
results of Clark/Bardes, Inc. No bonus will be payable for 1996 results. The
bonus formula will be based on results for the year ended December 31 of each
year and any bonus amount due will be paid within 60 days only if the Employee
is employed by the Company as of December 31. 


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                 ARTICLE 4 - NON-COMPETITION AND CONFIDENTIALITY

         For a period of two years immediately following the termination of this
agreement, whether such termination is voluntary or involuntary, with or without
cause, Employee will not directly or indirectly call on, solicit, sell
insurance, or sell or perform insurance related services (except in behalf of an
Insurance Carrier who is not in competition with Clark/Bardes, Inc., or to a
competitive firm who already has a relationship with a Clark/Bardes client. Any
such relationship will be clearly documented in the exit agreement.) to (i) any
client of the Company at the time of such termination, or (ii) any former client
of the Company which ceased to be such during the 12 month period immediately
prior to such termination, as evidenced by the books and records of the Company.

         During and after the term of this agreement, Employee shall not make
known or divulge to others or use for his own benefit the names and addresses of
clients, customers, prospects or any confidential information obtained during
the term of this agreement relating to the business, sales or clients of the
Company.

         This provision shall not preclude the Employee from performing
insurance related services for any Clark/Bardes, Inc., client where such
services are required as part of an Employment Agreement of a competitive firm
and where such services do not directly involve the solicitation or selling of
insurance.

                          ARTICLE 5 - EMPLOYEE BENEFITS

         The Employee will be entitled to participate in any hospitalization,
health, dental or sick leave plan; profit sharing plan; or other present or
future group employee benefit plan or program for which key executives are or
shall become eligible.

                              ARTICLE 6 - VACATION

         The Employee will be entitled to vacation at the rate of four weeks per
year. Vacation will accrue by the same method and will be subject to the same
maximum accumulated vacation limit as pertains to all employees.

                         ARTICLE 7 - GENERAL PROVISIONS

         Section 7.01 - Notices. Any notices to be given hereunder by either
party to the other may be by personal delivery in writing or by mail, registered
or certified, postage prepaid with return receipt requested.

         Section 7.02 - Venue and Law Governing Agreement.


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THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUCTED IN ACCORDANCE WITH THE LAWS
OF THE STATE OF TEXAS AND VENUE SHALL LIE IN DALLAS COUNTY, TEXAS,

         Section 7.03 - Attorney's Fees and Costs. If any action at law or in
equity is necessary to enforce or interpret the terms of this agreement, the
prevailing party shall be entitled to reasonable attorney's fees, costs and
necessary disbursements in addition to any other relief to which he may be
entitled.

         Section 7.04 - Amendment. This agreement may only be amended by the
written consent of the parties.

         Section 7.05 - Entire Agreement. This agreement contains the entire
understanding between the parties hereto concerning the subject matter contained
herein. There are no representations, agreements, arrangements, or
understandings, oral or written, between or among the parties hereto, relating
to the subject matter of this agreement, which are not fully expressed herein.

         EXECUTED on the day and year written below. 


                                   CLARK/BARDES, INC.


Dated:  11/20/96              By:   /s/ MEL G. TODD          
       ---------                 ---------------------------------------------  
                                        Mel G. Todd
                                        President and Chief Executive Officer





                                   EMPLOYEE

Dated:  11/21/96                   By:   /s/ KURT J. LANING
       ---------                      ----------------------------------------
                                             Kurt J. Laning



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